EXHIBIT 1
AGREEMENT FOR SALE OF STOCK
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THIS AGREEMENT is entered into by and between the ORNEST FAMILY PARTNERSHIP, A
California General Partnership ("Seller") and XXXXX XXXXXX, an unmarried man
("Buyer") on this 20th day of May, 1997.
In consideration of the covenants and agreements as herein contained, the
parties agree as follows:
1. Concurrent herewith, Seller does hereby sell, transfer and assign 120,000
shares of common stock of HOLLYWOOD PARK, INC. (the "Corporation") to
Buyer.
2. As consideration for the purchase of the foregoing shares of stock, Buyer
agrees to pay to Seller the sum of $1,200,000, as evidenced by Buyer's
Promissory Note delivered concurrent herewith.
3. Seller warrants and represents that it owns all of the shares of stock
being sold pursuant to this Agreement free and clear of all claims, liens
and encumbrances.
4. This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto, their heirs, assigns and successors in interest.
5. Buyer acknowledges that he is aware that Seller is an affiliate of the
Corporation and that the transfer of the shares of the Corporation's stock
being acquired may be limited by reason of such factor. Buyer agrees that
he shall not sell or otherwise transfer any shares of stock being acquired
in violation of any federal or state law relating to corporate securities
or any rules and regulations thereunder. Buyer agrees to notify Seller
prior to the sale of any of the shares of stock being acquired. If
requested by Seller, Buyer shall not sell any such shares until he delivers
to Seller an opinion of counsel to the effect that the sale of such shares
does not violate any federal or state securities laws or related rules or
regulations thereunder.
IN WITNESS WHEREOF, the parties do hereby execute this Agreement on the day and
year first above written.
ORNEST FAMILY PARTNERSHIP,
A California Partnership
By: /s/ Xxxxx Xxxxxx
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XXXXX XXXXXX, Managing Partner
/s/ Xxxxx Xxxxxx
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XXXXX XXXXXX, Buyer
