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
