-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BQug6KSYUASfUJTJTDxWmZaMj0w68SMZwXezalWFGkqKk+Yu9edP+Pq2jBceqSiN 7BCWlgdw4xQpYNTGSzwYHw== 0000930661-98-001513.txt : 19980709 0000930661-98-001513.hdr.sgml : 19980709 ACCESSION NUMBER: 0000930661-98-001513 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19980708 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BFX HOSPITALITY GROUP INC CENTRAL INDEX KEY: 0000351220 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 751732794 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-35264 FILM NUMBER: 98661824 BUSINESS ADDRESS: STREET 1: 226 BAILEY AVE STE 101 CITY: FORT WORTH STATE: TX ZIP: 76107 BUSINESS PHONE: 8173324761 MAIL ADDRESS: STREET 1: 226 BAILEY AVE STE 101 CITY: FORT WORTH STATE: TX ZIP: 76107 FORMER COMPANY: FORMER CONFORMED NAME: BUFFTON CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: BUFFTON OIL & GAS INC DATE OF NAME CHANGE: 19830405 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TREMAIN ALAN CENTRAL INDEX KEY: 0001038189 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: O STREET 2: 11250 ISLEBROOK COURT CITY: WELLINGTON STATE: FL ZIP: 33414 MAIL ADDRESS: STREET 2: 11250 ISLEBROOK COURT CITY: WELLINGTON STATE: FL ZIP: 33414 SC 13D/A 1 AMENDMENT #4 TO SCHEDULE 13D 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) --------------------------------------------------------- (Name of Issuer) COMMON STOCK, $.05 par value --------------------------------------------------------- (Title of Class of Securities) 119885200 --------------------------------------------------------- (CUSIP Number) Andrew C. Culbert, Esquire Masterman, Culbert & Tully LLP One Lewis Wharf Boston, MA 02110 (617) 227-8010 --------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 26, 1998 ---------------------------------------------------------- (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 [_]. 1 SCHEDULE 13-D 1. Name of Reporting persons: Alan Tremain - SS No. or IRS Identification No. of above person. -------------------------------------------------------------- 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.) -------------------------------------------------------------- 3. SEC Use Only -------------------------------------------------------------- 4. Source of Funds -------------------------------------------------------------- 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ______ -------------------------------------------------------------- 6. Citizenship of Place of Organization Mr. Tremain is a citizen of the United Kingdom. -------------------------------------------------------------- 7. Sole Voting Power Number of Shares -0- Owned -------------------------------------------------------------- By Each 8. Shared Voting Power Reporting Person -0- With -------------------------------------------------------------- 9. Sole Dispositive Power 2 -0- -------------------------------------------------------------- 10. Shared Dispositive Power -0- -------------------------------------------------------------- 11. Aggregate Amount Beneficially owned by Reporting Persons -0- Actual Ownership -0- Stock Option ------- -0- -------------------------------------------------------------- 12. Check Box if the Aggregate Amount of (11) Excludes ______ Certain Shares -------------------------------------------------------------- 13. Percent of Class Represented by Amount of Row (11) -0- -------------------------------------------------------------- 14. Type of Reporting Person IN CUSIP No. 119885200 STATEMENT FOR SCHEDULE 13D -------------------------- 3 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 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 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. 6 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 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7. is hereby amended and supplemented by adding the following exhibits: Exhibit Description ------- ----------- (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 SIGNATURES ---------- 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 EX-5 2 LETTER AGREEMENT EXHIBIT 5 --------- 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 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. 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 EX-6 3 ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT EXHIBIT 6 --------- 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. 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 EX-7 4 GENERAL BILL OF SALE EXHIBIT 7 --------- 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. 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 ----------------------------- EX-8 5 MUTUAL RELEASE AGREEMENT EXHIBIT 8 --------- 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 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. 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 -----END PRIVACY-ENHANCED MESSAGE-----