$ 790,000.00 New York, New York
March 9, 1998
1. Payment. For value received, the undersigned, Art Renaissance, Inc., a
Delaware corporation ("Maker") located at 156 William, 12th Floor, New York, New
York shall pay to the order of HDA Homecare Pension Fund ("Payee") at such
address as the Payee may designate in writing to the Maker, the principal sum of
Seven Hundred Ninety Thousand and 00/100 ($790,000.00) Dollars with interest at
eleven (11%) percent per annum payable monthly by the 4th day of each month. The
principal balance of the Note shall be due and payable on March 9, 1999.
Provided, however, in the event securities of the Maker are registered
with the Securities and Exchange Commission, listed on a national securities
exchange and issued in a public offering (the "IPO"), Holder may, at its option,
accelerate the due date of this Note to a point in time which is five (5)
business days following the close of the IPO. This option to accelerate the due
date shall be exercised by delivering written notice to the Maker to such
Maker hereby expressly agrees that the sum required under this Note shall be
unconditionally payable without deduction or offset whatsoever.
2. Prepayment. The Maker shall have the right to make prepayments of
principal, either in whole or in part, in advance of maturity without premium or
penalty. All prepayments shall be applied first to accrued but unpaid interest
and then to principal in reverse order of maturity.
3. Events of Default. The occurrence of any of the following events shall
constitute an Event of Default under this Note:
A. Failure by Maker to make the payment when due under this Note; and
B. Any affirmative act of bankruptcy by Maker or the voluntary or
involuntary filing of any petition or action against Maker under any
bankruptcy, insolvency or moratorium law, or the appointment of any
receiver or trustee to take possession of the properties of Maker or the
commencement of any similar action under any other law or laws for the
relief of, or relating to, debtors.
4. Remedies. If any such Event of Default occurs, then the Payee may, at
its option and without notice to Maker, declare the Note to be, and upon the
exercise of such option, the Note shall thereupon become immediately due and
payable. These remedies shall be in addition to any other rights and remedies
available to Payee, all of which shall be cumulative.
5. Attorneys Fees. If any such Event of Default occurs, the undersigned
promises to pay the cost of collection of enforcement of this Note, including
the Payee's reasonable attorney's fees, and if a lawsuit is commenced to collect
this Note, the undersigned promises to pay such additional costs and attorneys
fees as may be occasioned by such lawsuit.
6. Notices. Any notice or communication permitted or required under this
Agreement shall be made either by overnight courier, letter (certified mail with
a return receipt requested), or by personal delivery, to the other party at
their respective addresses written above.
7. Waiver. Failure of Payee to complain of any act or omission on the part
of the Maker (no matter how long the same may continue) shall not be deemed to
be a waiver by Payee of any of its rights under this Note.
8. Binding Effect. All of the terms and conditions of this Note shall be
binding upon and inure to the benefit of the heirs, successors, administrators,
legal representatives and assigns, as the case may be, of the parties.
9. Applicable Law. This Agreement shall be construed in accordance with
the State of New York law.
10. Entire Agreement. This Note contains the entire understanding of the
parties with respect to its subject matter, and supersedes all prior and
contemporaneous agreements, understandings and negotiations. No modification or
alteration of this Note shall be deemed effective unless in writing and signed
by the parties.
IN WITNESS WHEREOF, the Maker has caused this Note to be signed on the
date first above written.
Art Renaissance, Inc.
By: /s/ Eugene I. Schuster
Eugene I. Schuster
Its: Chief Executive Officer