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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 4)
Under the Securities Exchange Act of 1934
BFX HOSPITALITY GROUP, INC.
(formerly BUFFTON CORPORATION)
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(Name of Issuer)
COMMON STOCK, $.05 par value
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(Title of Class of Securities)
119885200
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(CUSIP Number)
Andrew C. Culbert, Esquire
Masterman, Culbert & Tully LLP
One Lewis Wharf
Boston, MA 02110
(617) 227-8010
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 26, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the
statement [_].
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SCHEDULE 13-D
1. Name of Reporting persons:
Alan Tremain - SS No. or IRS Identification No. of above person.
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2. Check the Appropriate Box if a Member of a Group
(a) ________
(b) *
--------
* Messrs Tremain and Mathot had originally filed jointly on April 24,
1997 solely because each had entered into an agreement with Issuer,
following joint negotiations with the Issuer, which resulted in the
acquisition of the Common Stock which is the subject of the
original filing. (See Item 5(a) in the Statement on Schedule 13D
for Alan Tremain as amended.)
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3. SEC Use Only
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4. Source of Funds
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5. Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
______
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6. Citizenship of Place of Organization
Mr. Tremain is a citizen of the United Kingdom.
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7. Sole Voting Power
Number of
Shares -0-
Owned --------------------------------------------------------------
By Each 8. Shared Voting Power
Reporting
Person -0-
With
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9. Sole Dispositive Power
2
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-0-
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10. Shared Dispositive Power
-0-
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11. Aggregate Amount Beneficially owned by Reporting Persons
-0- Actual Ownership
-0- Stock Option
-------
-0-
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12. Check Box if the Aggregate Amount of (11) Excludes ______ Certain
Shares
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13. Percent of Class Represented by Amount of Row (11)
-0-
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14. Type of Reporting Person
IN
CUSIP No. 119885200
STATEMENT FOR SCHEDULE 13D
--------------------------
3
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This statement amends and supplements the Statement on Schedule 13D
filed with the Securities and Exchange Commission by Mr. Alan Tremain and Mr.
Jean-Claude Mathot on April 24, 1997, in connection with their ownership of
shares of Common Stock, $.05 par value, of BFX Hospitality Group, Inc., formerly
Buffton Corporation, a Delaware Corporation. Mr. Mathot had filed amendments to
that filing on May 12 and August 14, 1997 reporting additional shares of the
Issuer's Common Stock acquired by him and certain other matters. Mr. Tremain had
filed an amendment to the original filing on July 10, 1997.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2(a) is supplemented as follows:
(a) The reporting person for this Amendment is Alan Tremain.
4
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3. is amended to add the following:
On August 6, 1997, Mr. Tremain had purchased in the market 8,500
shares of the Issuer's Common Stock at $2.25 per share. He had used his personal
funds for this acquisition, which were the final amount required pursuant to his
Stock Agreement commitment described in his original Schedule 13D filing.
5
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5.(a) is amended and supplemented by adding the following:
Prior to the closing of the transaction described in the Letter Agreement
attached as Exhibit 5 and incorporated herein by reference, Mr. Tremain
beneficially owned 280,000 shares of the Issuer's Common Stock, and a
Non-Qualified Stock Option exercisable into 250,000 shares of Common Stock at
$3.00 per share, or, on a fully-diluted basis in the aggregate, approximately
10% of the 5,215,000 issued and outstanding shares of the Common Stock of the
Issuer just prior to the closing of the transaction. Upon closing, Mr. Tremain
transferred to the Issuer his entire holdings, 280,000 shares of Common Stock
and his Non-Qualified Stock Option for aggregate consideration of $700,000.00 as
more fully described in Items 5.(c) and 6. below. As of the close of business
June 26, 1998, Mr. Tremain did not hold beneficially any shares or any stock
options of the Issuer.
Item 5.(b) is amended and supplemented by adding the following:
As described in Item 6. below, as of the close of business, June 26, 1998,
Mr. Tremain had disposed of his sole power to vote or direct the vote of 280,000
shares of the Issuer's Common Stock, or 530,000 shares on a fully diluted basis
including his Non-Qualified Stock Option, and of his sole power to dispose or
direct the disposition of 530,000 shares of the Issuer's Common Stock on a fully
diluted basis, which powers had been subject to the Non-Qualified Stock Option
Agreement and his Employment Agreement attached, respectively, as Exhibit 2A and
Exhibit 3A to the original filing on Schedule 13D and incorporated herein by
reference.
Item 5.(c) is amended and supplemented by adding the following:
On June 26, 1998, Mr. Tremain sold to the Issuer all of the 280,000 shares
of the Issuer's Common Stock beneficially owned by him and his Non-Qualified
Stock Option to buy 250,000 shares of the Issuer's Common Stock at $3.00 per
share for, in the aggregate, $700,000.00. On June 26, 1998, the closing price
per share of the Issuer's Common Stock listed on the American Stock Exchange was
$2.125. Certain other consideration was given by the Issuer to Mr. Tremain, and
Mr. Tremain agreed to assume certain obligations, all as further provided in the
Letter Agreement dated June 22, 1998, attached as Exhibit 5 and incorporated
herein by reference, in satisfaction of the terms of Mr. Tremain's Employment
Agreement and his Non-Qualified Stock Option Agreement, both attached to the
original filing on Schedule 13D as Exhibit 3A and Exhibit 2A, respectively, the
terms of each of which are herein incorporated by reference.
Item 5.(e) is hereby amended as follows:
Mr. Tremain ceased to be the beneficial owner of more than 5% of the
Issuer's Common Stock (including unexercised Stock Options) as of the close of
business June 26, 1998.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6. is hereby amended and supplemented by adding the following:
In connection with Mr. Tremain's resignation as Chairman and a director
of the Issuer as of the close of business on June 26, 1998. Mr. Tremain and the
Issuer entered into certain agreements providing for, among other things, the
purchase by the Issuer of all of its securities beneficially owned by Mr.
Tremain, the transfer to Mr. Tremain of the trade name "Hotels of Distinction",
the assumption by Mr. Tremain of the Issuer's obligations under its Florida
office lease and the assignment thereof to Mr. Tremain by the Issuer, and mutual
releases and indemnifications given by the Issuer and Mr. Tremain to each other
dealing with his employment. By Letter Agreement dated June 22, 1998 (the
"Letter Agreement") attached as Exhibit 5 and incorporated herein by reference,
Mr. Tremain agreed to sell to the Issuer 280,000 shares of its Common Stock
beneficially owned by him and his Non Qualified Stock Option for $700,000.00 in
the aggregate. The Non-Qualified Stock Option had provided (as fully described
in Exhibit 2A attached to the original filing on Schedule 13D which Exhibit is
incorporated herein by reference) for its exercise into 250,000 shares of the
Issuer's Common Stock at $3.00 per share, expiring on April 11, 2002. The Letter
Agreement also provides for the transfer to Mr. Tremain of the trade name
"Hotels of Distinction", which the Issuer had acquired on April 11, 1997 on the
acquisition of the stock of a corporation by that name owned by Mr. Tremain and
Mr. Jean-Claude Mathot. This name has been used as the name of a corporate
subsidiary of the Issuer, and the terms of its transfer are described in the
General Bill of Sale attached as Exhibit 7 and incorporated herein by reference.
The leased office space in Palm Beach, Florida also transfered to the Issuer on
April 11, 1997, has been re-transferred to Mr. Tremain by the Assignment and
Assumption Agreement attached as Exhibit 6 and incorporated herein by reference.
The Issuer and Mr. Tremain have mutually released each other and certain
described affiliates of each for any and all claims either may have relating to
Mr. Tremain's employment with the Issuer, and have provided for certain terms of
indemnification as more fully described in the Mutual Release Agreement attached
as Exhibit 8 and incorporated herein by reference. In further satisfaction of
the terms contained in the Employment Agreement between Mr. Tremain and the
Issuer dated as of April 11, 1997, attached as Exhibit 3A to the original filing
on Schedule 13D, the Issuer paid Mr. Tremain severance in the amount of
$100,000.00 and one-half month's salary in the amount of $4,166.67.
7
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7. is hereby amended and supplemented by adding the following exhibits:
Exhibit Description
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(f) Exhibit 5 Letter Agreement dated June 22, 1998
(g) Exhibit 6 Assignment and Assumption of Lease Agreement
dated as of June 26, 1998
(h) Exhibit 7 General Bill of Sale dated as of June 26, 1998
(i) Exhibit 8 Mutual Release Agreement dated as of June 26, 1998
8
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SIGNATURES
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: July 8, 1998
/s/ Alan Tremain
-----------------------------------
ALAN TREMAIN
9
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EXHIBIT 5
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BFX HOSPITALITY GROUP, INC.
226 Bailey Avenue, Suite 101 * Fort Worth, TX 76107
(817) 332-4761 * FAX: (817) 877-0420
- --------------------------------------------------------------------------------
June 22, 1998
Mr. Alan Tremain
Hotels of Distinction
380 South County Road
Palm Beach, Florida 33480
Dear Alan:
It has become apparent that under current and foreseeable market
conditions it is highly unlikely that BFX Hospitality Group, Inc. (the
"Company"), will be able to acquire any hotel properties at acceptable prices;
and there are no prospects for securing any significant management contracts on
hotel properties. In view of the circumstances, the Company and you have agreed
as follows:
1. You agree to, and do hereby, tender your resignation as Chairman
of the Board of the Company, effective as of the Closing Date
(as hereinafter defined);
2. The Employment Agreement between you and the Company, dated as
of April 11, 1997 (the "Employment Agreement"), shall be
terminated without cause, effective as of the Closing Date and
pursuant to the terms of the Employment Agreement, the Company
shall pay to you the sum of $104,166.67 (representing
$100,000.00 severance and one-half month's salary) at the
Closing (as hereinafter defined);
3. Pursuant to the terms of the Employment Agreement, the Company
shall purchase from you the 280,000 shares of the Company's
common stock owned by you, and the Non-Qualified Stock Option
Agreement between the Company and you, dated as of April 11,
1997, shall terminate effective as of the Closing Date, in
consideration of the Company's payment to you at the Closing of
the total aggregate sum of $700,000.00;
4. Pursuant to the terms of the Employment Agreement, your covenant
not to compete shall terminate effective as of the Closing Date.
Thereafter you shall be free to pursue on your own behalf any
hotel prospects you have presented to the Company during your
tenure on the Board of Directors;
5. The Company agrees to transfer to you the tradename "Hotels of
Distinction," at the Closing, by Bill of Sale in form and
content mutually agreed upon (the "Bill of Sale"), and the
Company agrees to change the name of its subsidiary Hotels of
<PAGE>
Mr. Alan Tremain
Hotels of Distinction
June 22, 1998
Page 2
Distinction, Inc. to a different name as soon as practicable
following the Closing Date;
6. Any press release covering your resignation as Chairman of the
Board and the termination of your employment with the Company
shall be mutually agreed upon prior to its dissemination;
7. Effective July 1, 1998, the Company shall terminate all expenses
relating to the office currently utilized by Hotels of
Distinction, Inc. in Palm Beach, Florida. You agree to assume
all of the Company's obligations under the office lease
beginning July 1, 1998, and take possession and ownership of all
furniture and fixtures located in such office (which shall be
conveyed to you pursuant to the terms of the Bill of Sale);
8. With the exception of the name Hotels of Distinction and the
assets described in paragraph 7 hereof, you acknowledge that the
Company is retaining the corporate entity Hotels of Distinction,
Inc., and all assets owned by it.
9. The Closing of this transaction (the "Closing") shall occur
through the mails, or via facsimile, on or before Friday, June
26, 1998. The actual date of Closing shall be called the
"Closing Date."
10. At the Closing, the Company shall deliver to you a Certified
Corporate Resolution authorizing the transactions contemplated
hereby.
11. At the Closing, the Company and you shall execute and deliver a
Mutual General Release and Indemnification Agreement with
respect to matters arising out of your employment relationship
with the Company and your capacity as Chairman of the Board of
Directors of Company, in a form and content to be mutually
agreed upon.
12. At the Closing, the Company shall cause to be delivered to you a
legal opinion from McLean & Sanders, a professional corporation,
that the transactions contemplated hereby comply with the
Company's Certificate of Incorporation and Bylaws and that all
authorizations or consents required to consummate the
transactions contemplated hereby have been obtained.
13. At the Closing, you agree to deliver, or cause to be delivered,
the original Stock Certificates covering the 280,000 of the
Company's common stock owned by you, properly endorsed for
transfer, and deliver the original of your Non-Qualified Stock
Option Agreement.
<PAGE>
Mr. Alan Tremain
Hotels of Distinction
June 22, 1998
Page 3
14. The Closing of the transactions contemplated by this Letter
Agreement is subject to the prior approval of the Board of
Directors of the Company, and upon receipt thereof, the Company
shall wire transfer to you the sum of $700,000.00, and the
other sums payable to you pursuant to paragraph 2 hereof;
If the above accurately sets forth all of our agreements and
understandings with respect to your resignation as Chairman of the Board of the
Company and the termination of your employment with the Company, please execute
a copy of this Letter Agreement and return it to me.
I greatly appreciate the contributions you have made to the Company, and
sincerely regret that changes to the Company's business plan have resulted in
the discontinuance of our formal relationship.
Sincerely,
BFX HOSPITALITY GROUP, INC.
By: /s/ Robert H. McLean
----------------------------------
Robert H. McLean, Chief Executive
Officer
ACCEPTED AND AGREED
this 24th day of June, 1998.
----
/s/ Alan Tremain
- --------------------------------
Alan Tremain
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EXHIBIT 6
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ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT
KNOW ALL MEN BY THESE PRESENTS, that as of the Effective Date, as
hereinafter defined, Hotels of Distinction, Inc., a Florida corporation
(hereinafter called "Assignor"), for valuable consideration paid to it by the
hereinafter named Assignee, receipt of which is hereby acknowledged, hereby
assigns and transfers to Alan Tremain (hereinafter referred to as "Assignee"),
all of Assignor's right, title and interest in, to and by virtue of that certain
Lease Agreement dated April 17, 1992, by and between Dean Vegosen, Trustee, as
Lessor (the "Lessor") and Assignor as Lessee (the "Lease"), which Lease has been
amended pursuant to that certain Amendment to Lease Agreement dated April 8,
1997, by and between Lessor and Assignor (the "Lease Amendment"). A true and
correct copy of the Lease and Lease Amendment is attached hereto as Exhibits
"A-1" through "A-17" and incorporated herein by reference.
TO HAVE AND TO HOLD the same unto Assignee from the Effective Date for
the remainder of the term of the Lease, together with such rights as Assignor
may have therein, subject to all of the terms, conditions, rents and covenants
therein contained.
By joining herein, Assignee accepts assignment of the Lease and assumes
the obligations accruing on or after the Effective Date imposed by the Lease
upon the Lessee therein and imposed by this Assignment upon Assignee, and
Assignee further covenants and agrees to make all payments and to keep and
perform all conditions and covenants of the Lease and this Assignment to be kept
and performed by the Lessee therein and Assignee herein accruing on or after the
Effective Date.
Assignee expressly acknowledges that the Lease requires that Lessor
consent to any assignment and that such consent has not been obtained prior to
the execution of this Assignment and Assumption of Lease Agreement. Assignee
agrees that this assignment is binding between Assignor and Assignee
irrespective of the fact that Lessor failed to consent. Assignee shall have the
right to send a notice of termination letter to Lessor terminating the Lease at
the expiration of the term, being April 30, 1999, and intends to so notify
Lessor immediately following the execution hereof.
Assignee hereby agrees to indemnify and hold Assignor harmless of and
from any and all claims, liabilities, obligations, costs and expenses of any
nature whatsoever, including, without limitation, reasonable attorneys' fees,
arising out of (i) any default on the part of Assignee under the Lease from and
after the Effective Date; (ii) the use and occupancy of the premises which are
the subject of the Lease from and after the Effective Date; (iii) all rentals
and other monetary charges under the Lease from and after the Effective Date;
(iv) any claims, damages, or other remedies sought or invoked by Lessor as a
result of the failure of either Assignor or Assignee to obtain Lessor's consent
to this assignment; and (v) any claims for damages or expenses incurred by
Assignee as a result of Assignor's termination of the Lease.
<PAGE>
Executed and effective June 26, 1998, in two original counterparts, each
of which shall be deemed an original.
ASSIGNOR:
HOTELS OF DISTINCTION, INC.
a Florida corporation
By: /s/ Robert H. McLean
------------------------------
Robert H. McLean, President
ASSIGNEE:
/s/ Alan Tremain
---------------------------------
ALAN TREMAIN
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EXHIBIT 7
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GENERAL BILL OF SALE
--------------------
This General Bill of Sale is made effective as of the 26th day of June,
1998 from Hotels of Distinction, Inc., a Florida corporation ("Hotels") to Alan
Tremain ("Tremain").
W I T N E S S E T H:
WHEREAS, BFX Hospitality Group, Inc., a Delaware corporation and
ultimate parent company of Hotels, and Tremain are parties to that certain
Letter of Intent dated the 22nd day of July, 1998 (the "Agreement"); and
WHEREAS, this General Bill of Sale is being executed and delivered
incident to the closing of the transactions contemplated by the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and in the Agreement, and for the purchase price of Ten Dollars
($10.00) paid and received, and for other good and valuable consideration, the
adequacy and receipt of which being hereby acknowledged, and subject to the
terms of the Agreement, Hotels does hereby sell, convey, assign, transfer and
deliver to Tremain, his successors and assigns, as of June 26, 1998, all of its
right, title and interest in, to and under the following:
A. The furniture and fixtures and other personal property located
in the Leased Premises, as that term is defined in that certain
Lease Agreement dated April 17, 1997, as amended, between
Hotels, as Tenant, and Dean Vegosen, Trustee, as Lessor, which
Leased Premises is composed of approximately 1,503 square feet
located on the second floor of the building located at 380 South
County Road, Palm Beach, Florida 33480.
B. The trade name "Hotels of Distinction."
TO HAVE AND TO HOLD all of the assets described in paragraphs A and B
(collectively the "Transferred Assets") hereby sold, assigned, transferred and
conveyed unto Tremain, his successors and assigns forever.
All warranties, express or implied, with respect to title, fitness for a
particular purpose, merchantability, and any warranty related to the trade name
"Hotels of Distinction" are hereby expressly disclaimed. All of the Transferred
Assets are being sold, conveyed, transferred, and assigned "AS IS" and "WITH ALL
FAULTS."
Hotels, on behalf of its successors and assigns, hereby agrees to
execute and deliver such other and further documents, conveyances, assignments,
transfers and consents and to take such other action as Tremain may reasonably
request for the more effective conveyance and transfer of the Transferred Assets
to Tremain, its successors and assigns.
<PAGE>
This General Bill of Sale shall be governed in accordance with the laws
of the State of Texas.
EXECUTED this 26th day of June, 1998, but effective as of the date first
above written.
HOTELS OF DISTINCTION, INC.,
a Florida corporation
By: /s/ ROBERT H. MCLEAN
--------------------------------
Title: Robert H. McLean, President
-----------------------------
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EXHIBIT 8
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MUTUAL RELEASE AGREEMENT
------------------------
MUTUAL RELEASE AGREEMENT dated as of June 26, 1998 (the "Agreement") by
and between ALAN TREMAIN, an individual having a principal address at 222
Lakeview Avenue, West Palm Beach, FL 33401 (the "Employee") and BFX HOSPITALITY
GROUP, INC., a Delaware corporation having a principal address at 226 Bailey
Avenue, Suite 101, Fort Worth, TX 76107 ("BFX"). BFX and Employee may be
collectively referred to as the "Parties" or individually as a "Party".
PRELIMINARY STATEMENT
---------------------
A. Employee and BFX entered into an Employment Agreement dated as of
April 11, 1997 (the "Employment Agreement").
B. Pursuant to a Letter Agreement dated as of June 22, 1998 by and
between the Parties, a copy of which is attached hereto (the "Letter
Agreement"), the Parties have agreed, among other matters, to terminate the
Employment Agreement.
NOW, THEREFORE, the Parties for good and valuable consideration, the
receipt and legal sufficiency of which is hereby acknowledged and intending to
be legally bound, hereby agree as follows:
1. Employee Release of BFX. Employee hereby fully, forever,
-----------------------
irrevocably and unconditionally releases, remises and discharges BFX, its
officers, directors, stockholders, corporate affiliates, agents and employees
from any and all claims, charges, complaints, demands, actions, causes of
action, suits, rights, debts, sums of money, costs, accounts, reckonings,
covenants, contracts, agreements, promises, doings, omissions, damages,
executions, obligations, liabilities and expenses (including attorneys' fees and
costs), of every kind and nature which he ever had or now has against BFX, its
officers, directors, stockholders, corporate affiliates, agents and employees,
including, but not limited to, all claims arising out of his employment pursuant
to the Employment Agreement or resignation from employment, all employment
discrimination claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C.
(S) 2000e et seq., the Age Discrimination in Employment Act, 29 U.S.C. (S) 621
et seq., and damages arising out of all employment discrimination claims,
wrongful discharge claims, breach of fiduciary duty claims, breach of contract
claims or other common law claims and damages, excepting only the obligations of
BFX under the Letter Agreement. Employee hereby irrevocably covenants to refrain
from, directly or
<PAGE>
indirectly, asserting any claim or demand, or commencing, instituting or causing
to be commenced, any proceeding of any kind against BFX, based upon any matter
purported to be released hereby.
2. Employee Acknowledgments. Employee acknowledges that he has been
------------------------
given twenty-one (21) days to consider this Agreement and that BFX has advised
him to consult with an attorney of his own choosing prior to signing this
Agreement. Employee may revoke this Agreement for a period of seven (7) days
after the execution of this Agreement, and the Agreement shall not be effective
or enforceable until the expiration of this seven (7) day revocation period.
3. BFX Release of Employee. BFX hereby fully, forever, irrevocably
-----------------------
and unconditionally releases, remises and discharges Employee, his successors,
heirs and assigns, from any and all claims, charges, complaints, demands,
actions, causes of action, suits, rights, debts, sums of money, costs, accounts,
reckonings, covenants, contracts, agreements, promises, doings, omissions,
damages, executions, obligations, liabilities and expenses (including attorneys'
fees and costs), of every kind and nature which BFX ever had or now has against
Employee, his successors, heirs and assigns, and which are now known by BFX,
including but not limited to, all claims arising out of his employment
relationship with BFX pursuant to the Employment Agreement. Nothing in this
Agreement shall be construed as releasing Employee from obligations of the
Employee under the Letter Agreement or for any claims that are unknown or which
relate to acts or omissions of Employee that are not known by BFX. BFX hereby
irrevocably covenants to refrain from, directly or indirectly, asserting any
claim or demand, or commencing, instituting or causing to be commenced, any
proceeding of any kind against Employee, based upon any matter purported to be
released hereby.
4. BFX Indemnification of Employee. Without in any way limiting any
-------------------------------
of the rights and remedies otherwise available to Employee, BFX shall indemnify
and hold harmless Employee from and against all loss, liability, claim, damage
(including incidental and consequential damages) or expense (including costs of
investigation and defense and reasonable attorney's fees) whether or not
involving third party claims, arising directly or indirectly from or in
connection with (i) the assertion by or on behalf of BFX of any claim or other
matter purported to be released pursuant to this Agreement, and/or (ii) the
assertion by any third party of any claim or demand against BFX or Employee
which claim or demand arises directly or indirectly from, or in connection with
any claim or other matter purported to be released by BFX pursuant to this
Agreement.
<PAGE>
5. Invalid Provision. If any provision of this Agreement is held
-----------------
invalid or unenforceable by any court of competent jurisdiction, the other
provisions of this Agreement will remain in full force and effect. Any provision
of this Agreement held invalid or unenforceable only in part or degree will
remain in full force and effect to the extent not held invalid or unenforceable.
6. Modification - Gender. This Agreement may not be changed except
---------------------
in a writing signed by the Party against whose interest such change shall
operate. This Agreement shall be governed by and construed under the laws of the
State of Delaware without regard to principles of conflicts of law. All words
used in this Agreement will be construed to be of such gender or number as the
circumstances require.
7. Voluntary Assent. The Parties hereby affirm that other than with
----------------
respect to the Letter Agreement, no other promises or agreements of any kind
have been made to or with them by any person or entity whatsoever to cause them
to sign and deliver this Agreement, and that they fully understand the meaning
and intent of this Agreement. The Parties state and represent that they have had
an opportunity to fully discuss and review the terms of this Agreement with an
attorney. The Parties further state and represent that they have carefully read
this Agreement, understand the contents herein, freely and voluntarily assent to
all of the terms and conditions hereof, and sign their names of their own free
act.
BFX HOSPITALITY GROUP, INC.
By: /s/ Robert H. McLean
---------------------------------
Robert H. McLean, Chief Executive
Officer
/s/ Alan Tremain
-----------------------------------
ALAN TREMAIN
