Exhibit 10.7
COMPROMISE AGREEMENT
This Compromise Agreement ("Agreement") is entered into as of the 10th day
of September, 1999 by and between MCM LIMITED PARTNERSHIP, an Illinois limited
partnership ("MCM") and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇"), ART RENAISSANCE, INC.
("ARI") and ART RENAISSANCE CHICAGO, INC. ("ARCI"). The "Parties" or the
"Parties Hereto" shall mean MCM on the one hand and ▇▇▇▇▇▇▇▇, ▇▇▇ and ARCI on
the other hand.
WHEREAS, MCM sold certain of its assets and consigned its inventory to
▇▇▇▇▇▇▇▇'▇ companies, ARI and ARCI, pursuant to an Asset Purchase and
Consignment Agreement (the "Sales Contract"); and
WHEREAS, in accordance with an amendment to the Sales Contract executed by
ARI, ARCI and by ▇▇▇▇▇▇▇▇ personally (the "Amendment"), and as a condition of
the Amendment, ▇▇▇▇▇▇▇▇ executed a personal guaranty (the "Personal Guaranty")
in favor of MCM. Pursuant to the Personal Guaranty, ▇▇▇▇▇▇▇▇ guaranteed full and
complete performance by ARCI and ARI of their obligations to MCM under the Sales
Contract and the Amendment; and
WHEREAS, ▇▇▇▇▇▇▇▇, ▇▇▇, and ARCI owe MCM certain sums for the purchase and
consignment of MCM's assets under the Sales Contract, the Amendment, and the
Personal Guaranty; and
WHEREAS, the Parties now wish to compromise and resolve and to provide a
mechanism for payment of sums owed to MCM for the purchase and consignment of
its assets under the Sales Contract, the Amendment and the Personal Guaranty in
accordance with the terms of this Agreement.
NOW, THEREFORE, the Parties agree as follows:
1. ▇▇▇▇▇▇▇▇ shall pay MCM, (or cause ARI or ARCI to pay to MCM) the sum of
ONE MILLION NINE HUNDRED THIRTY THOUSAND FOUR HUNDRED SIX Dollars ($1,930,406,
the "Compromise Amount") on or before Janaury 31, 2000 in full and complete
satisfaction of all amounts due and owing to MCM from ▇▇▇▇▇▇▇▇, ▇▇▇ and/or ARCI
for the purchase and consignment of MCM's assets under the Sales Contract, the
Amendment, and the Personal Guaranty, but specificially excluding any amounts
that are or may become due and owing to MCM under any subleases, continuing
indemnifications or other obligations pursuant to the Sales Contract, the
Amendment, the Personal Guaranty or otherwise.
2. ▇▇▇▇▇▇▇▇ shall pay MCM (or cause ARI or ARCI to pay MCM) weekly
payments (the "Weekly Payments") in the amount of $12,500.00. The first Weekly
Payment is due on or before October 15, 1999 and subsequent Weekly Payments are
due on or before each Friday thereafter until January 28, 2000 or until such
time as the Compromise Amount has been paid in full, which ever is
sooner. Weekly Payments received by MCM shall be credited against the Compromise
Amount.
3. ▇▇▇▇▇▇▇▇ shall bear his own costs and attorneys' fees with respect to
the preparation and execution of this Agreement and all documents required
herein in addition to those fees and costs of MCM.
4. Confession of Judgment. In the event that any Weekly Payment called for
in paragraph 2 above is not paid in full by its due date (or within five
calendar days of said due date), or in the event that the Compromise Amount is
not paid in full on or before January 31, 2000, ▇▇▇▇▇▇▇▇ agrees to the entry of
Judgment against him by any court of competent jurisdiction for the Compromise
Amount, less any payments received by MCM pursuant to this Agreement. ▇▇▇▇▇▇▇▇
further agrees that no appeal will be prosecuted from said Judgment. ▇▇▇▇▇▇▇▇
further agrees that no defenses shall be raised and no proceedings shall be
taken in law or in equity to interfere in any manner with the entry, execution
or enforcement of siad Judgment. MCM shall give ▇▇▇▇▇▇▇▇ five (5) days written
notice, through his attorneys, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇, Chartered, prior to
appearing in court to obtain said Judgment.
5. ▇▇▇▇▇▇▇▇ further agrees that if he breaches this Agreement, he shall be
liable to MCM for and shall indemnify MCM for al costs, expenses, liabilities,
and fees, including reasonable attorneys' fees, that may be incurred by MCM as a
result of such breach, in addition to such other remedies that may be available
at law or in equity.
6. This Agreement may be executed in counterparts, with each counterpart
to be deemed an original and given full force and effect.
7. Each Party to this Agreement represents and warrants that the person
executing this Agreement on behalf of said Party is fully and duly empowered and
authorized to execute on behalf of such party and to bind such party to this
Agreement.
8. No addition to or modification of any provision contained in this
Agreement shall be effective unless fully set forth in writing signed by all the
Parties Hereto. No waiver of any rights hereunder shall be effective unless
fully set forth in writing signed by the waiving Party.
9. ▇▇▇▇▇▇▇▇ recognizes and agrees that nothing contained herein shall be
deemed an election of remedies by MCM with respect to any person or entity or a
waiver of any rights or remedies which are currently, or may hereafter become,
available to MCM under any agreement. ▇▇▇▇▇▇▇▇ agrees and acknowledged that he,
ARI, and ARCI have continuing indemnification and sublease obligations to MCM
under the Sales Contract, the
Amendment, the Personal Guaranty, and otherwise, and that said obligations are
not released, settled, waived or compromised by this Agreement.
10. The terms of this Agreement shall be governed by the law of the State
of Illinois.
IN WITNESS WHEREOF, the Parties have executed this Compromise Agreemnt as
of the date first set forth above.
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ MCM LIMITED PARTNERSHIP, an
Illinois limited partnership
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ MCM Limited Partnership
------------------------------------- -------------------------------
ART RENAISSANCE, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, CEO
---------------------------------
ART RENAISSANCE CHICAGO, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
---------------------------------
