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upon any audit or redetermination of such taxes by any applicable government authority that is based on any activity of the Corporation through August 15, 1997. Seller shall be entitled to any refunds available to the Corporation upon any audit or redetermination of any previously filed tax reports based on any activities of the Corporation through August 15, 1997. This specifically includes any refund available to the Corporation based upon any net operating loss carrybacks to previous tax years of the Corporation. Buyer agrees to assume all liability for full refunds of all gift certificates and monies and merchandise credits on account that have been issued by Seller or the Corporation and have not been redeemed by October 31, 1997. 5. Date of Execution The Execution of this Agreement shall take place at the office of Buyer's attorney, at 777 Davis Street, Suite 300, San Leandro, County of Alameda, State of California on June 30, 1997. The Closing Date shall be August 15, 1997. On the Closing Date the instruments of transfer shall effectively transfer to Buyer full title to the business and property referred to in Paragraph 1, free of all liens and encumbrances. Seller shall deliver to Buyer the business and property referred to in Paragraph 1. Buyer shall begin payment of the purchase price pursuant to Paragraph 3 of this Agreement. 6. Representations of Seller Seller represents and warrants that: (a) Seller is the owner of all issued and outstanding shares of the common stock of Steve Elbe Golf Shop, Inc., a California Corporation. (b) To the best of Seller's knowledge the Corporation has operated its business in accordance with all laws, ordinances and rules relating to that business. (c) The Corporation is solvent and has made adequate provision for payment of its debts. Seller has delivered to buyer copies of the corporate tax returns and financial statements, including an unaudited balance sheet for the month ending March 31, 1997. All these statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis, and fairly reflect the financial position of Seller as of the end of such periods and the result of operations during such periods. GOLF COURSE SERVICES PURCHASE AGREEMENT PAGE 3 rev 6/27/97. 6/30/97