EXHIBIT 10.2
GUARANTY AND INDEMNIFICATION AGREEMENT
THIS
GUARANTY (the "Guaranty") is executed and delivered as of April
26,
2005, by RCG COMPANIES INCORPORATED, a
Delaware corporation ("Guarantor"), to
RMK HOLDINGS, LLC, a Delaware limited
liability company ("RMK").
STATEMENT OF PURPOSE
Contemporaneously with the execution of this Guaranty, RMK has
purchased
certain assets and assumed certain
liabilities from Logisoft Corp., a New York
corporation, and a subsidiary of Guarantor
("Logisoft"), and eStorefronts.net
Corp., a New York corporation and a
wholly-owned subsidiary of Logisoft
("eStorefronts" and together with Logisoft,
"Sellers"), pursuant to an Asset
Purchase Agreement between RMK and Sellers
of even date herewith (the "Asset
Purchase Agreement").
As
additional consideration for the Asset Purchase Agreement and to
induce
RMK to enter into the Asset Purchase
Agreement, Guarantor has agreed to execute
and deliver this Guaranty, without which
RMK would not have entered into the
Asset Purchase Agreement.
NOW,
THEREFORE, in consideration of One Dollar ($1.00) and other good
and
valuable consideration, the receipt of
which is hereby acknowledged, and for and
in consideration of the Asset Purchase
Agreement, Guarantor agrees as follows:
1. Guarantee. Except as provided herein,
Guarantor absolutely and
unconditionally guarantees to RMK the due
and punctual payment and performance
by Sellers of all sums that become due and
payable to RMK under and pursuant to
the terms and provisions of the Asset
Purchase Agreement and all covenants and
obligations of Sellers under and pursuant
to the terms and provisions of the
Asset Purchase Agreement, as and when said
sums become due and payable or said
covenants and obligations shall be
performed, pursuant to and in strict
conformity with the terms and conditions of
the Asset Purchase Agreement,
including without limitation terms and
conditions relating to the Deductible (as
defined in the Asset Purchase Agreement)
and any procedural requirements
relating to indemnification contained
therein (Such sums, covenants and
obligations of Sellers to RMK are
hereinafter sometimes referred to as the
"Obligations").
2. No Impairment. No exercise or
nonexercise by RMK of any right it may have
with respect to the Obligations, no dealing
by RMK with Sellers or any
guarantor, endorser or any other person,
and no change, impairment or suspension
of any right or remedy of RMK shall in any
way affect any of the obligations of
Guarantor hereunder or any security
furnished by Guarantor or give Guarantor any
recourse against RMK.
3. Waivers. Except as provided in Section
7.1 of the Asset Purchase Agreement
relating to the survival of representations
and warranties, Guarantor hereby
waives and agrees not to assert or take
advantage of (a) the defense of the
statute of limitations in any action
hereunder for the collec
