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ACQUISITION AGREEMENT, MUTUAL RELEASE AND
<br />JOINT ESCROW INSTRUCTIONS
<br />This Acquisition Agreement, Mutual Release and Joint Escrow Instructions
<br />( "Agreement ") is made as of December _, 2005, by the Community Redevelopment Agency of
<br />an
<br />the City of Santa Ana, a body corporate d politic organized and existing under the Community
<br />Redevelopment Law of the State of California (the "Agency ") and Vinci Investment Co., Inc., a
<br />California corporation, doing business as Santa Ana Honda ( "Vinci ").
<br />RECITALS
<br />WHEREAS, Mohammed Hussain Joher, Saber Joher and 2101 East Edinger, Inc.
<br />( "Edinger Inc. ") (collectively, the "Joher Sellers "), and Vinci (erroneously referred to as Vinci
<br />Investments Co., Inc.), as Buyer, entered into an Agreement of Purchase, Sale and Assignment
<br />and Joint Escrow Instructions dated as of December _, 2003 (the "Joher /Vinci Purchase
<br />Agreement ") for the purchase by Vinci of the entire business (the "Mr. J's Business ") known as
<br />the Mr. J's Night Club and Cabaret ( "Mr. J's ") (including the stock of Edinger Inc.; the liquor
<br />license for Mr. J's ( "ABC License "); Mr. J's business licenses; the Joher Sellers' leasehold
<br />interest in the certain Standard/ Industrial /Commercial Single -Tenant Lease -Net dated
<br />December 28, 1992 between Erickson Properties Corporation, a California corporation
<br />( "Erickson "), as Landlord, and Mohammed Hussain Joher alca Mohammed Hussain Joher,
<br />Mohannned Zouhair Joher and Hassan Joher (collectively, "Johers "), as Tenant, covering the
<br />property commonly known as 2101 E. Edinger Avenue, Santa Ana, CA 92705 (the "Leased
<br />Premises "), as the Johers' interest was assigned to Saher Joher on March 27, 2002 (collectively,
<br />the "Erickson Lease "); all structures and site improvements (the "Improvements ") located at the
<br />Leased Premises; and all tangible and intangible property of the Joher Sellers associated
<br />therewith) (the "Mr. J's Assets ").
<br />WHEREAS, the Agency and Vinci (erroneously referred to as Vinci Investments, Inc.)
<br />entered into that certain term sheet dated January 21, 2004 (the "Term Sheet ") outlining the
<br />terms and conditions of a proposed Disposition and Development Agreement ( "DDA ") to be
<br />negotiated between the Agency and Vinci for the expansion of Honda Santa Ana's dealership at
<br />the Santa Ana Auto Mall (the "Honda Dealership ").
<br />WHEREAS, the Tenn Sheet contemplated that Vinci would voluntarily acquire the
<br />Mr. J's Business (including all fixtures, furniture and equipment; tenant's leasehold interest in
<br />the Erickson Lease and the Improvements) as part of an arm's- length transaction with the Joher
<br />Sellers.
<br />WHEREAS, the Term Sheet contemplated, among other things, that (a) the Agency,
<br />without prejudging or pre-committing itself to exercise its power of eminent domain pursuant to
<br />the court's holding in Redevelopment Agency of Huntington Park v. Norm Slauson (1985),
<br />173 Cal. App. 3d 112, was to consider the possibility of purchasing the fee interest underlying
<br />the Leased Premises, as more particularly described in Exhibit "A" attached hereto (the
<br />"Erickson Property"), and (b) as part of the DDA, the Agency would pay Vinci its exceptional
<br />and extraordinary outside expenses (e.g., attorneys' and consultants' fees), incurred by Vinci in
<br />undertaking the acquisition of the Erickson Lease, including, if applicable, costs to demolish
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