<PAGE>
FORM 10-KSB/A2
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [Fee Required]
For the fiscal year ended March 31, 1996
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [Fee Required]
For the transition period from___________ to_____________________
Commission file number 0-233782
RENAISSANCE ENTERTAINMENT CORPORATION
(Name of Small Business Issuer as Specified in its Charter)
Colorado 84-1094630
(State or other jurisdiction of incorporation I.R.S. Employer
Identification number or organization)
4440 Arapahoe Road, Suite 200, Boulder, Colorado 80303
(Address of principal executive offices) (Zip code)
Issuer's telephone number, including area code: (303) 444-8273
Securities registered under Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.03 par value
(TITLE OF CLASS)
----------------
Common Stock, $.03 par value
Class A Common Stock Purchase Warrants
Class B Common Stock Purchase Warrants
Units, each Unit consisting of one (1) Share of Common Stock, one(1)
Class A Common Stock Purchase Warrant and one (1) Class B
Common Stock Purchase Warrant
<PAGE>
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes X No
__ __________________
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [ ]
The Issuer's revenues for the year ended March 31, 1996 were $12,810,617.
As of May 31, 1996, the aggregate market value of the Common Stock of the
Registrant based upon the average of the closing bid and asked prices of the
Common Stock as quoted on the NASDAQ National Market held by non-affiliates
of the Registrant was approximately $51,362,000. As of June 30, 1996,
4,385,264 shares of the Common Stock of the Registrant were outstanding.
ITEM 13: EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K
EXHIBITS
EXHIBIT NO TITLE
- ---------- -----
*1.0 Underwriting Agreement.
*1.1 Letter of Intent with Duke & Co., Inc., dated August 3, 1994.
2.0 Agreement and Plan of Merger by and among Western Renaissance Fair
Presentation, Inc. and Renaissance Entertainment Corporation and
Renaissance Pleasure Faires, Inc., dated March 4, 1994,
incorporated by reference from the Registrant's Current Report on
Form 8-K dated April 1, 1994, filed with the Commission on
April 15, 1994.
2.1 Asset Purchase and Sale Agreement by and among Living History
Centre, Renaissance Entertainment Corporation and Renaissance
Pleasure Faires, Inc., dated as of March 4, 1994, incorporated by
reference from the Registrant's Current Report on Form 8-K dated
April 1, 1994, filed with the Commission on April 15, 1994.
**2.2 Plan and Agreement of Merger dated February 5, 1996 by and among
Renaissance Entertainment Corporation, CFaires Acquisition Corp.,
Creative Faires, Ltd., Barbara Hope and Donald C. Gaiti.
<PAGE>
3.0(i) Amended and Restated Articles of Incorporation, incorporated by
reference from the Amendment No. 1 to Registrant's Registration
Statement on Form 8-A filed with the Commission on April 12, 1994.
3.0(ii) By-Laws, incorporated by reference from the Amendment No. 1 to
Registrant's Registration Statement on Form 8-A filed with the
Commission on April 12, 1994.
*3.1 Articles of Amendment to the Articles of Incorporation.
4.1 Specimen Certificate of Common Stock, incorporated by reference
from the Amendment No. 1 to Registrant's Registration Statement on
Form 8-A filed with the Commission on April 12, 1994.
*4.2 Specimen Class A Warrant Certificate.
*4.3 Specimen Class B Warrant Certificate.
*4.4 Warrant Agreement.
*4.5 Underwriter's Warrant Agreement.
*4.6 Certificate of Designations, Preferences, and Rights of Series A
Convertible Preferred Voting Stock of Renaissance Entertainment
Corporation.
*4.7 Renaissance Entertainment Corporation 1993 Stock Incentive
Plan.(1)
10.1 Stock Pooling and Voting Agreement, incorporated by reference from
the Registrant's Current Report on Form 8-K dated April 1, 1994,
filed with the Commission on April 15, 1994.
**10.2(i) Consultation Agreement with Charles S. Leavell dated
April 1, 1995.(1)
**10.2(ii) Consultation Agreement with Charles S. Leavell Extension I dated
October 1, 1995.(1)
**10.2(iii) Consultation Agreement with Charles S. Leavell Extension II.(1)
10.3(i) Employment Agreement with Miles Silverman, from the Registrant's
Current Report on Form 8-K dated April 1, 1994, filed with the
Commission on April 15, 1994.(1)
****10.3(ii) Employment Agreement with Miles Silverman dated December 31,
1995.(1)
**10.4 Consulting Agreement with Phyllis Patterson.(1)
<PAGE>
10.5(i) Employment Agreement with Howard Hamburg, incorporated by
reference from the Registrant's Current Report on Form 8-K dated
April 1, 1994, filed with the Commission on April 15, 1994.(1)
****10.5(ii) Employment Agreement with Howard Hamburg dated December 31,
1995.(1)
10.6(i) Employment Agreement with Kevin Patterson, incorporated by
reference from the Registrant's Current Report on Form 8-K dated
April 1, 1994, filed with the Commission on April 15, 1994.(1)
****10.6(ii) Employment Agreement with Kevin Patterson dated December 31,
1995.(1)
*10.7 Employment Agreement with J. Stanley Gilbert(1)
*10.8 Employment Agreement with Rikki Kipple(1)
10.9 Creative Business Strategies, Inc. 1994 Consulting and Warrant
Compensation Agreement, incorporated by reference from the
Registrant's Registration Statement on Form S-8 which was
declared effective on March 18, 1994.(1)
*10.10 Consultation Agreement with Creative Business Strategies, Inc.(1)
*10.11(i) Letter Agreement with Rob Geller dated July 19, 1994.(1)
**10.11(ii) Addendum to Letter Agreement with Rob Geller dated August 1,
1995.(1)
**10.11(iii) Addendum to Letter Agreement with Rob Geller effective
February 1, 1996.(1)
*10.12 Agreement with The Living History Centre dated August 25, 1994.
*10.13 Specimen Vendor and Exhibitor Agreement for the Bristol
Renaissance Faire.
*10.14 Specimen Vendor and Exhibitor Agreement for the Northern and
Southern Renaissance Pleasure Faires.
*10.15 Specimen Bristol Renaissance Faire Concession Agreement.
*10.16 Specimen Bristol Renaissance Faire Games Concession Agreement.
10.17 Office Lease, incorporated by reference from Registrant's Annual
Report on Form 10-KSB for the year ended March 31, 1995.
*10.18 Services Agreement between The Living History Centre and
Renaissance Pleasure Faires, Inc.
<PAGE>
*10.19 Standard Industrial Lease Agreement between TFC Development
Company and The Living History Centre.
*10.20 Amendment No. 1 to Standard Industrial Lease Agreement between TFC
Development Company and The Living History Centre.
*10.21 Amendment No. 2 to Standard Industrial Lease Agreement between TFC
Development Company and The Living History Centre.
*10.22 License Agreement and Lease with San Bernardino County for the
Southern Renaissance Pleasure Faire site.
*10.23 License Agreement between Theme Events, Ltd. and The Living
History Centre.
*10.24 Consent to Assignment of License Agreement between Theme Events,
Ltd. and The Living History Centre.
*10.25 Contract to purchase eighty (80) acres of land adjacent to the
Bristol Renaissance Faire site.
*10.26 Investment Banking Agreement with Duke & Co., Inc.
*10.27 Contract to purchase approximately 250 acres of land in Stafford
County, Virginia
10.28 Lease Agreement between Creative Faires, Ltd. and Sterling Forest
Corporation dated June 12, 1996.
****10.29 Mortgage dated April 7, 1995 with Bank One, Kenosha N.A. with
respect to Bristol Property.
***10.30 Employment Agreement dated February 5, 1996 with Barbara
Hope.(1)
***10.31 Employment Agreement dated February 5, 1996 with
Donald C. Gaiti.(1)
10.32 Line of credit with Bank One, Wisconsin in the amount of $250,000
dated February 6, 1996, incorporated by reference from the
Registrant's Quarterly Report on Form 10-QSB for the quarter ended
December 31, 1995, filed with the Commission on February 20, 1996.
10.33 Line of credit with Union Bank & Trust in the amount of $250,000
dated December 29, 1995, incorporated by reference from the
Registrant's Quarterly Report on Form 10-QSB for the quarter ended
December 31, 1995, filed with the Commission on February 20, 1996.
<PAGE>
10.34 Commitment Letter for a line of credit with Bank One Colorado in
the amount of $750,000 dated January 26, 1996, incorporated by
reference from the Registrant's Quarterly Report on Form 10-QSB
for the quarter ended December 31, 1995, filed with the Commission
on February 20, 1996.
**10.35 Mortgage with Union Bank & Trust in the amount of $1,500,000 with
respect to the Virginia property.
****21.0 Subsidiaries.
****23.1 Consent of Schumacher and Associates, Inc.
27.0 Financial data schedule.
* Incorporated by reference from the Company's Registration Statement on Form
SB-2, as amended, declared effective by the Commission on January 27, 1995.
** Incorporated by reference from Post-Effective Amendment No. 1 to the above-
referenced registration statement, filed with the Commission on January 30,
1996.
*** Incorporated by reference from Post-Effective Amendment No. 2 to the above-
referenced registration statement filed with the Commission on February 23,
1996.
**** Filed herewith.
(1) Indicates management contracts, compensation plans or arrangements required
to be filed as exhibits.
REPORTS ON FORM 8-K
The Registrant filed no Current Reports on Form 8-K during the fourth
quarter of the fiscal year ended March 31, 1996.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to its
annual report to be signed on its behalf by the undersigned, thereunto duly
authorized.
RENAISSANCE ENTERTAINMENT
CORPORATION
Date: August 1, 1996 /s/ Charles S. Leavell
-------------------------------------
Charles S. Leavell
Chief Executive Officer
<PAGE>
EXHIBIT 10.3(II)
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT ("AGREEMENT") is made this 31st day of December,
1995, by and between RENAISSANCE ENTERTAINMENT CORPORATION, a Colorado
corporation (the "COMPANY"), and Miles I. Silverman ("EMPLOYEE").
RECITALS
A. Employee currently is employed by the Company in accordance with an
Employment Agreement dated April 1, 1994 (the "1994 Employment Agreement").
B. The Company and Employee wish to cancel the 1994 Employment Agreement
effective December 31, 1995.
C. The Company desires to employ Employee effective January 1, 1996 in
accordance with the terms and conditions stated in this Agreement.
D. Employee desires to accept such employment pursuant to the terms and
conditions of this Agreement.
NOW THEREFORE, in consideration of the above recitals and the mutual
promises contained in this Agreement, the parties agree as follows:
1. EMPLOYMENT
1.1 EMPLOYMENT. The Company hereby agrees to employ Employee as President
and Chief Executive Officer of the Company. Employee accepts such employment
pursuant to the terms of this Agreement. Employee shall perform the duties and
responsibilities customarily associated with the position of President and Chief
Executive Officer and such other duties as may be reasonably determined from
time to time by the Board of Directors of the Company, all of which shall be
consistent with Employee's position.
1.2 EXCLUSIVE SERVICES. Employee agrees to devote his or her full time,
attention and energy to performing his or her duties and responsibilities to the
Company under this Agreement during the period this Agreement is in effect.
1.3 TERM OF EMPLOYMENT. The term of this Agreement shall commence on
January 1, 1996 and shall expire, except as otherwise provided in Article 3
hereof, one year from the date upon which the Company shall give Employee
written notice of its intention to terminate this Agreement; provided that such
date shall not be earlier than December 31, 1997.
1.4 EMPLOYMENT AGREEMENT. The 1994 Employment Agreement is hereby
canceled by mutual agreement of the Company and Employee.
<PAGE>
2. COMPENSATION, BENEFITS AND PERQUISITES
2.1 BASE SALARY. During the period this Agreement is in effect, the
Company shall pay Employee a base salary at the annual rate of $120,000, payable
twice each month. The Board of Directors of the Company (the "BOARD") will
review the base salary annually, and may in its sole discretion increase it to
reflect performance, appropriate industry guideline data and other factors. The
Board is not, however, obligated to provide for any increases.
2.2 DISCRETIONARY BONUSES. The Company, in the sole discretion of the
Board, may pay a bonus to Employee in addition to the annual base salary set
forth in Section 2.1.
2.3 VACATIONS. Employee shall be entitled to four weeks of vacation in
accordance with the policies of the Company in effect from time to time.
2.4 EMPLOYEE BENEFITS. Employee shall be entitled to the benefits and
perquisites which the Company generally provides to its other executives under
applicable Company plans and policies, and to future benefits and perquisites
made generally available to executives of the Company. Employee's participation
in such benefit plans shall be on the same basis as applies to other executives
of the Company. Employee shall pay any contributions which are generally
required of employees to receive any such benefits.
2.5 EMPLOYMENT TAXES AND WITHHOLDING. Employee recognizes that the
compensation, benefits and other amounts provided by the Company under this
Agreement may be subject to federal, state or local income taxes. It is
expressly understood and agreed that all such taxes shall be Employee's
responsibility. To the extent that federal, state or local law requires
withholding of taxes on compensation, benefits or other amounts provided under
this Agreement, the Company shall withhold the necessary amounts from the
amounts payable to Employee under this Agreement.
2.6 EXPENSES. During the period this Agreement is in effect, Employee
shall be entitled to receive reimbursement from the Company (in accordance with
the policies and procedures in effect from time to time for the Company's
employees) for all reasonable travel and other expenses incurred by Employee in
connection with his or her services hereunder.
3. TERMINATION OF EMPLOYEE'S EMPLOYMENT
3.1 TERMINATION OF EMPLOYMENT. Employee's employment under this Agreement
may be terminated by the Company at any time for any reason; PROVIDED, HOWEVER,
that, except as expressly provided below in this Section 3.1 and in Section 3.3,
if Employee's employment is terminated by the Company during the term of this
Agreement for a reason other than for "Cause" (as defined in Section 3.2),
Employee shall be entitled to continue to receive his or her base salary under
Section 2.1 for the remaining term of this Agreement. Employee's employment
under this Agreement may be terminated by Employee at any time for any reason.
Any termination shall be effective as of the date specified by the party
initiating the termination
<PAGE>
in a written notice delivered to the other party, which date shall not be
earlier than the date such notice is delivered to the other party. This
Agreement shall terminate in its entirety immediately upon the death of
Employee. Except as expressly provided to the contrary in this Section or
applicable law, Employee's rights to pay and benefits shall cease on the date
his or her employment under this Agreement terminates.
3.2 CAUSE. For purposes of this Article 3, "Cause" means only the
following: (i) indictment for or conviction of a felony; (ii) theft or
embezzlement of Company property or commission of similar acts involving moral
turpitude; or (iii) the willful failure by Employee to substantially perform his
or her material duties as an executive under this Agreement (excluding
nonperformance resulting from Employee's disability) which willful failure is
not cured within 30 days after written notice from the Company specifying the
act of willful nonperformance or within such longer period (but no longer than
90 days in any event) as is reasonably required to cure such willful
nonperformance.
3.3 DISABILITY. If Employee has become disabled from performing his or
her duties under this Agreement, and the disability has continued for a period
of more than 60 days, the Board may, in its discretion, determine that Employee
will not return to work and terminate his or her employment under this
Agreement; PROVIDED, HOWEVER, that Employee shall in such case be entitled to
continue to receive his or her base salary under Section 2.1 for the lesser of
(i) the term of this Agreement or (ii) 90 days. During the period Employee is
entitled to continue to receive his or her base salary under this Section 3.3,
the Company shall be entitled to a credit against Employee's base salary for the
amount of any disability insurance or similar payments made to Employee during
such period.
4. NON-COMPETITION, CONFIDENTIALITY AND TRADE SECRETS
4.1 AGREEMENT NOT TO COMPETE. In consideration of the covenants and
agreements contained in this Agreement, Employee agrees that, on or before the
date which is two years after the date of termination of Employee's employment
with the Company, Employee will not, without the prior written approval of the
Board of Directors of the Company, directly or indirectly engage in any of the
following actions:
(a) Own an interest in (except as provided below), manage, operate,
join, control, lend money or render financial or other assistance to,
or participate in or be connected with, as an officer, employee,
partner, stockholder, consultant or otherwise, any entity which owns,
manages or operates fairs, festivals or other similar entertainment
events with a "Renaissance" theme anywhere within a 120 mile radius of
such an event sponsored by the Company, except that nothing in this
subsection (a) shall preclude Employee from holding less than one
percent of the outstanding capital stock of any corporation required
to file periodic reports with the Securities and Exchange Commission
under Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, the securities of which are listed on any securities
exchange, quoted on the National Association of Securities Dealers
Automated Quotation System or traded in the over-the-counter market.
<PAGE>
(b) Intentionally solicit, endeavor to entice away from the Company,
or otherwise interfere with the Company's relationship with, any
person who is employed by or otherwise engaged to perform services for
the Company, or any persons or entity who or which is, or was within
the then most recent 12-month period, a participant in a Company event
or supplier or other provider of goods or services to or for the
Company, whether for Employee's own account or for the account of any
other individual, partnership, firm, corporation or other business
organization.
Employee further agrees that, if at the date of termination of Employee's
employment with the Company, the Company has expanded its business to include
the operation or sponsorship of craft fairs, festivals or other similar events,
Employee will not, without the prior written approval of the Board of Directors
of the Company for a period of one year after the date of termination of
Employee's employment with the Company, directly or indirectly own an interest
in, manage, operate, join, control, lend money or render financial or other
assistance to, or participate in or be connected with, as an officer, employee,
partner, stockholder, consultant or otherwise, any entity which owns, manages or
operates craft fairs, festivals or other similar events which are competitive
with those conducted by the Company anywhere within a 100 mile radius of any
such event sponsored by the Company.
If the scope of the restrictions in this Section are determined by a court
of competent jurisdiction to be too broad to permit enforcement of such
restrictions to their full extent, then such restrictions shall be construed or
rewritten (blue-lined) so as to be enforceable to the maximum extent permitted
by law, and Employee hereby consents, to the extent Employee may lawfully do so,
to the judicial modification of the scope of such restrictions in any proceeding
brought to enforce them.
4.2 NON-DISCLOSURE OF INFORMATION. During the period of employment
hereunder, and at all times thereafter, Employee shall not, without the written
consent of the Company, disclose to any person, other than to employees of the
Company or other persons to whom disclosure is reasonably necessary or
appropriate in connection with the performance by Employee of his or her duties,
or except where such disclosure may be required by law, any material
confidential information obtained by Employee while in the employ of the Company
with respect to any products, services, financial information, customers,
methods or future plans of the Company, all of which Employee acknowledges are
valuable, special and unique assets, the disclosure of which Employee
acknowledges may be materially damaging to the Company.
4.3 REMEDIES. Employee acknowledges that the Company's remedy at law for
any breach or threatened breach by Employee of Section 4.1 or Section 4.2 will
be inadequate. Therefore, the Company shall be entitled to injunctive and other
equitable relief restraining Employee from violating those requirements, in
addition to any other remedies that may be available to the Company under this
Agreement or applicable law.
<PAGE>
5. MISCELLANEOUS
5.1 AMENDMENT. This Agreement may be amended only in a writing signed by
both parties.
5.2 ENTIRE AGREEMENT. This Agreement contains the entire agreement
between the Company and Employee with respect to the transactions contemplated
herein. Both parties acknowledge that in deciding to enter into this
transaction they have relied on no representations, written or oral, other than
those explicitly set forth in this Agreement.
5.3 ASSIGNMENT. The Company may in its sole discretion assign this
Agreement to any entity which succeeds to some or all of the business of the
Company through merger, consolidation, a sale of some or all of the assets of
the Company, or any similar transaction. Employee acknowledges that the
services to be rendered by Employee are unique and personal. Accordingly,
Employee may not assign any of Employee's rights or obligations under this
Agreement.
5.4 SUCCESSORS. Subject to Section 5.3, the provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto, upon any
successor to or assign of the Company, and upon Employee's heirs and the
personal representative of Employee or Employee's estate.
5.5 NOTICES. Any notice required to be given under this Agreement shall
be in writing and shall be delivered either in person or by certified or
registered mail, return receipt requested. Any notice by mail shall be
addressed as follows:
If to the Company, to: Renaissance Entertainment Corporation
4440 Arapahoe Avenue
Suite 200
Boulder, CO 80303
If to Employee, to: Miles I. Silverman
4440 Arapahoe Avenue
Suite 200
Boulder, CO 80303
or to such other addresses as either party may designate in writing to the other
party from time to time.
5.6 WAIVER OF BREACH. Any waiver by either party of compliance with any
provision of this Agreement by the other party shall not operate or be construed
as a waiver of any other provision of this Agreement, or of any subsequent
breach by such party of a provision of this Agreement. No waiver by the Company
shall be valid unless in writing and signed by a duly authorized officer of the
Company.
<PAGE>
5.7 SEVERABILITY. If any one or more of the provisions (or portions
thereof) of this Agreement shall for any reason be held by a final determination
of a court of competent jurisdiction to be invalid, illegal, or unenforceable in
any respect, such invalidity, illegality or unenforceability shall not affect
any other provisions (or portions of the provisions) of this Agreement, and the
invalid, illegal or unenforceable provisions shall be deemed replaced by a
provision that is valid, legal and enforceable and that comes closest to
expressing the intention of the parties hereto.
5.8 GOVERNING LAW. This Agreement shall be interpreted and enforced in
accordance with the laws of the State of Colorado, without giving effect to
conflict of law principles.
5.9 ARBITRATION. Except as qualified below, any dispute arising under,
out of or in connection with this Agreement shall be submitted to binding
arbitration in Denver, Colorado by and in accordance with the rules and
procedures of the American Arbitration Association. The decision of the
arbitrator(s) shall be final and binding on all parties and judgment may be
entered thereon in any court. Employee acknowledges that the Company's remedy
at law for any breach or threatened breach by Employee of Section 4.1 or Section
4.2 will be inadequate. Therefore, the Company shall be entitled to injunctive
and other equitable relief restraining Employee from violating those
requirements until such time as a final and binding determination is made by the
arbitrator(s).
5.10 HEADINGS. The headings of articles and sections herein are included
solely for convenience and reference and shall not control the meaning or
interpretation of any of the provisions of this Agreement.
5.11 COUNTERPARTS. This Agreement may be executed by either of the parties
hereto in counterparts, each of which shall be deemed to be an original, but all
such counterparts shall constitute a single instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as
of the date first set forth above.
RENAISSANCE ENTERTAINMENT
CORPORATION
By /s/ Gloria Constantin
--------------------------
Its Secretary
----------------------
EMPLOYEE:
/s/ Miles I. Silverman
--------------------------
GP:251675 v1
<PAGE>
EXHIBIT 10.5(ii)
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT ("AGREEMENT") is made this 31st day of December,
1995, by and between RENAISSANCE ENTERTAINMENT CORPORATION, a Colorado
corporation (the "COMPANY"), and Howard Hamburg ("EMPLOYEE").
RECITALS
A. Employee currently is employed by the Company in accordance with an
Employment Agreement dated April 1, 1994 (the "1994 Employment Agreement").
B. The Company and Employee wish to cancel the 1994 Employment Agreement
effective December 31, 1995.
C. The Company desires to employ Employee effective January 1, 1996 in
accordance with the terms and conditions stated in this Agreement.
D. Employee desires to accept such employment pursuant to the terms and
conditions of this Agreement.
NOW THEREFORE, in consideration of the above recitals and the mutual
promises contained in this Agreement, the parties agree as follows:
1. EMPLOYMENT
1.1 EMPLOYMENT. The Company hereby agrees to employ Employee as Chief
Operating Officer. Employee accepts such employment pursuant to the terms of
this Agreement. Employee shall perform the duties and responsibilities
customarily associated with the position of Chief Operating Officer and such
other duties as may be reasonably determined from time to time by the President
and Chief Executive Officer of the Company, all of which shall be consistent
with Employee's position.
1.2 EXCLUSIVE SERVICES. Employee agrees to devote his or her full time,
attention and energy to performing his or her duties and responsibilities to the
Company under this Agreement during the period this Agreement is in effect.
1.3 TERM OF EMPLOYMENT. The term of this Agreement shall commence on
January 1, 1996 and shall expire, except as otherwise provided in Article 3
hereof, one year from the date upon which the Company shall give Employee
written notice of its intention to terminate this Agreement; provided that such
date shall not be earlier than December 31, 1997.
1.4 EMPLOYMENT AGREEMENT. The 1994 Employment Agreement is hereby
canceled by mutual agreement of the Company and Employee.
<PAGE>
2. COMPENSATION, BENEFITS AND PERQUISITES
2.1 BASE SALARY. During the period this Agreement is in effect, the
Company shall pay Employee a base salary at the annual rate of $105,000, payable
twice each month. The Board of Directors of the Company (the "BOARD") will
review the base salary annually, and may in its sole discretion increase it to
reflect performance, appropriate industry guideline data and other factors. The
Board is not, however, obligated to provide for any increases.
2.2 DISCRETIONARY BONUSES. The Company, in the sole discretion of the
Board, may pay a bonus to Employee in addition to the annual base salary set
forth in Section 2.1.
2.3 VACATIONS. Employee shall be entitled to four weeks of vacation in
accordance with the policies of the Company in effect from time to time.
2.4 EMPLOYEE BENEFITS. Employee shall be entitled to the benefits and
perquisites which the Company generally provides to its other executives under
applicable Company plans and policies, and to future benefits and perquisites
made generally available to executives of the Company. Employee's participation
in such benefit plans shall be on the same basis as applies to other executives
of the Company. Employee shall pay any contributions which are generally
required of employees to receive any such benefits.
2.5 EMPLOYMENT TAXES AND WITHHOLDING. Employee recognizes that the
compensation, benefits and other amounts provided by the Company under this
Agreement may be subject to federal, state or local income taxes. It is
expressly understood and agreed that all such taxes shall be Employee's
responsibility. To the extent that federal, state or local law requires
withholding of taxes on compensation, benefits or other amounts provided under
this Agreement, the Company shall withhold the necessary amounts from the
amounts payable to Employee under this Agreement.
2.6 EXPENSES. During the period this Agreement is in effect, Employee
shall be entitled to receive reimbursement from the Company (in accordance with
the policies and procedures in effect from time to time for the Company's
employees) for all reasonable travel and other expenses incurred by Employee in
connection with his or her services hereunder.
3. TERMINATION OF EMPLOYEE'S EMPLOYMENT
3.1 TERMINATION OF EMPLOYMENT. Employee's employment under this Agreement
may be terminated by the Company at any time for any reason; PROVIDED, HOWEVER,
that, except as expressly provided below in this Section 3.1 and in Section 3.3,
if Employee's employment is terminated by the Company during the term of this
Agreement for a reason other than for "Cause" (as defined in Section 3.2),
Employee shall be entitled to continue to receive his or her base salary under
Section 2.1 for the remaining term of this Agreement. Employee's employment
under this Agreement may be terminated by Employee at any time for any reason.
Any termination shall be effective as of the date specified by the party
initiating the termination
<PAGE>
in a written notice delivered to the other party, which date shall not be
earlier than the date such notice is delivered to the other party. This
Agreement shall terminate in its entirety immediately upon the death of
Employee. Except as expressly provided to the contrary in this Section or
applicable law, Employee's rights to pay and benefits shall cease on the date
his or her employment under this Agreement terminates.
3.2 CAUSE. For purposes of this Article 3, "Cause" means only the
following: (i) indictment for or conviction of a felony; (ii) theft or
embezzlement of Company property or commission of similar acts involving moral
turpitude; or (iii) the willful failure by Employee to substantially perform his
or her material duties as an executive under this Agreement (excluding
nonperformance resulting from Employee's disability) which willful failure is
not cured within 30 days after written notice from the Company specifying the
act of willful nonperformance or within such longer period (but no longer than
90 days in any event) as is reasonably required to cure such willful
nonperformance.
3.3 DISABILITY. If Employee has become disabled from performing his or
her duties under this Agreement, and the disability has continued for a period
of more than 60 days, the Board may, in its discretion, determine that Employee
will not return to work and terminate his or her employment under this
Agreement; PROVIDED, HOWEVER, that Employee shall in such case be entitled to
continue to receive his or her base salary under Section 2.1 for the lesser of
(i) the term of this Agreement or (ii) 90 days. During the period Employee is
entitled to continue to receive his or her base salary under this Section 3.3,
the Company shall be entitled to a credit against Employee's base salary for the
amount of any disability insurance or similar payments made to Employee during
such period.
4. NON-COMPETITION, CONFIDENTIALITY AND TRADE SECRETS
4.1 AGREEMENT NOT TO COMPETE. In consideration of the covenants and
agreements contained in this Agreement, Employee agrees that, on or before the
date which is two years after the date of termination of Employee's employment
with the Company, Employee will not, without the prior written approval of the
Board of Directors of the Company, directly or indirectly engage in any of the
following actions:
(a) Own an interest in (except as provided below), manage, operate,
join, control, lend money or render financial or other assistance to,
or participate in or be connected with, as an officer, employee,
partner, stockholder, consultant or otherwise, any entity which owns,
manages or operates fairs, festivals or other similar entertainment
events with a "Renaissance" theme anywhere within a 120 mile radius of
such an event sponsored by the Company, except that nothing in this
subsection (a) shall preclude Employee from holding less than one
percent of the outstanding capital stock of any corporation required
to file periodic reports with the Securities and Exchange Commission
under Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, the securities of which are listed on any securities
exchange, quoted on the National Association of Securities Dealers
Automated Quotation System or traded in the over-the-counter market.
<PAGE>
(b) Intentionally solicit, endeavor to entice away from the Company,
or otherwise interfere with the Company's relationship with, any
person who is employed by or otherwise engaged to perform services for
the Company, or any persons or entity who or which is, or was within
the then most recent 12-month period, a participant in a Company event
or supplier or other provider of goods or services to or for the
Company, whether for Employee's own account or for the account of any
other individual, partnership, firm, corporation or other business
organization.
Employee further agrees that, if at the date of termination of Employee's
employment with the Company, the Company has expanded its business to include
the operation or sponsorship of craft fairs, festivals or other similar events,
Employee will not, without the prior written approval of the Board of Directors
of the Company for a period of one year after the date of termination of
Employee's employment with the Company, directly or indirectly own an interest
in, manage, operate, join, control, lend money or render financial or other
assistance to, or participate in or be connected with, as an officer, employee,
partner, stockholder, consultant or otherwise, any entity which owns, manages or
operates craft fairs, festivals or other similar events which are competitive
with those conducted by the Company anywhere within a 100 mile radius of any
such event sponsored by the Company.
If the scope of the restrictions in this Section are determined by a court
of competent jurisdiction to be too broad to permit enforcement of such
restrictions to their full extent, then such restrictions shall be construed or
rewritten (blue-lined) so as to be enforceable to the maximum extent permitted
by law, and Employee hereby consents, to the extent Employee may lawfully do so,
to the judicial modification of the scope of such restrictions in any proceeding
brought to enforce them.
4.2 NON-DISCLOSURE OF INFORMATION. During the period of employment
hereunder, and at all times thereafter, Employee shall not, without the written
consent of the Company, disclose to any person, other than to employees of the
Company or other persons to whom disclosure is reasonably necessary or
appropriate in connection with the performance by Employee of his or her duties,
or except where such disclosure may be required by law, any material
confidential information obtained by Employee while in the employ of the Company
with respect to any products, services, financial information, customers,
methods or future plans of the Company, all of which Employee acknowledges are
valuable, special and unique assets, the disclosure of which Employee
acknowledges may be materially damaging to the Company.
4.3 REMEDIES. Employee acknowledges that the Company's remedy at law for
any breach or threatened breach by Employee of Section 4.1 or Section 4.2 will
be inadequate. Therefore, the Company shall be entitled to injunctive and other
equitable relief restraining Employee from violating those requirements, in
addition to any other remedies that may be available to the Company under this
Agreement or applicable law.
<PAGE>
5. MISCELLANEOUS
5.1 AMENDMENT. This Agreement may be amended only in a writing signed by
both parties.
5.2 ENTIRE AGREEMENT. This Agreement contains the entire agreement
between the Company and Employee with respect to the transactions contemplated
herein. Both parties acknowledge that in deciding to enter into this
transaction they have relied on no representations, written or oral, other than
those explicitly set forth in this Agreement.
5.3 ASSIGNMENT. The Company may in its sole discretion assign this
Agreement to any entity which succeeds to some or all of the business of the
Company through merger, consolidation, a sale of some or all of the assets of
the Company, or any similar transaction. Employee acknowledges that the
services to be rendered by Employee are unique and personal. Accordingly,
Employee may not assign any of Employee's rights or obligations under this
Agreement.
5.4 SUCCESSORS. Subject to Section 5.3, the provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto, upon any
successor to or assign of the Company, and upon Employee's heirs and the
personal representative of Employee or Employee's estate.
5.5 NOTICES. Any notice required to be given under this Agreement shall
be in writing and shall be delivered either in person or by certified or
registered mail, return receipt requested. Any notice by mail shall be
addressed as follows:
If to the Company, to: Renaissance Entertainment Corporation
4440 Arapahoe Avenue
Suite 200
Boulder, CO 80303
If to Employee, to: Howard Hamburg
407 Montford Ave.
Mill Valley, CA 94941
or to such other addresses as either party may designate in writing to the other
party from time to time.
5.6 WAIVER OF BREACH. Any waiver by either party of compliance with any
provision of this Agreement by the other party shall not operate or be construed
as a waiver of any other provision of this Agreement, or of any subsequent
breach by such party of a provision of this Agreement. No waiver by the Company
shall be valid unless in writing and signed by a duly authorized officer of the
Company.
<PAGE>
5.7 SEVERABILITY. If any one or more of the provisions (or portions
thereof) of this Agreement shall for any reason be held by a final determination
of a court of competent jurisdiction to be invalid, illegal, or unenforceable in
any respect, such invalidity, illegality or unenforceability shall not affect
any other provisions (or portions of the provisions) of this Agreement, and the
invalid, illegal or unenforceable provisions shall be deemed replaced by a
provision that is valid, legal and enforceable and that comes closest to
expressing the intention of the parties hereto.
5.8 GOVERNING LAW. This Agreement shall be interpreted and enforced in
accordance with the laws of the State of Colorado, without giving effect to
conflict of law principles.
5.9 ARBITRATION. Except as qualified below, any dispute arising under,
out of or in connection with this Agreement shall be submitted to binding
arbitration in Denver, Colorado by and in accordance with the rules and
procedures of the American Arbitration Association. The decision of the
arbitrator(s) shall be final and binding on all parties and judgment may be
entered thereon in any court. Employee acknowledges that the Company's remedy
at law for any breach or threatened breach by Employee of Section 4.1 or Section
4.2 will be inadequate. Therefore, the Company shall be entitled to injunctive
and other equitable relief restraining Employee from violating those
requirements until such time as a final and binding determination is made by the
arbitrator(s).
5.10 HEADINGS. The headings of articles and sections herein are included
solely for convenience and reference and shall not control the meaning or
interpretation of any of the provisions of this Agreement.
5.11 COUNTERPARTS. This Agreement may be executed by either of the parties
hereto in counterparts, each of which shall be deemed to be an original, but all
such counterparts shall constitute a single instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as
of the date first set forth above.
RENAISSANCE ENTERTAINMENT
CORPORATION
By /s/ Miles Silverman
----------------------
Its President
EMPLOYEE:
/s/ Howard Hamburg
-------------------------
GP:251664 v1
<PAGE>
EXHIBIT 10.6(ii)
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT ("AGREEMENT") is made this 31st day of December,
1995, by and between RENAISSANCE ENTERTAINMENT CORPORATION, a Colorado
corporation (the "COMPANY"), and Kevin Patterson ("EMPLOYEE").
RECITALS
A. Employee currently is employed by the Company in accordance with an
Employment Agreement dated April 1, 1994 (the "1994 Employment Agreement").
B. The Company and Employee wish to cancel the 1994 Employment Agreement
effective December 31, 1995.
C. The Company desires to employ Employee effective January 1, 1996 in
accordance with the terms and conditions stated in this Agreement.
D. Employee desires to accept such employment pursuant to the terms and
conditions of this Agreement.
NOW THEREFORE, in consideration of the above recitals and the mutual
promises contained in this Agreement, the parties agree as follows:
1. EMPLOYMENT
1.1 EMPLOYMENT. The Company hereby agrees to employ Employee as Vice
President-West Coast Operations. Employee accepts such employment pursuant to
the terms of this Agreement. Employee shall serve as the General Manager of the
Company's West Coast Operations and shall perform the duties and
responsibilities customarily associated with such position of and such other
duties as may be reasonably determined from time to time by the President or
Chief Operating Officer of the Company, all of which shall be consistent with
Employee's position.
1.2 EXCLUSIVE SERVICES. Employee agrees to devote his or her full time,
attention and energy to performing his or her duties and responsibilities to the
Company under this Agreement during the period this Agreement is in effect.
1.3 TERM OF EMPLOYMENT. The term of this Agreement shall commence on
January 1, 1996 and shall expire, except as otherwise provided in Article 3
hereof, one year from the date upon which the Company shall give Employee
written notice of its intention to terminate this Agreement; provided that such
date shall not be earlier than December 31, 1997.
<PAGE>
1.4 EMPLOYMENT AGREEMENT. The 1994 Employment Agreement is hereby
canceled by mutual agreement of the Company and Employee.
2. COMPENSATION, BENEFITS AND PERQUISITES
2.1 BASE SALARY. During the period this Agreement is in effect, the
Company shall pay Employee a base salary at the annual rate of $75,000, payable
twice each month. The Board of Directors of the Company (the "BOARD") will
review the base salary annually, and may in its sole discretion increase it to
reflect performance, appropriate industry guideline data and other factors. The
Board is not, however, obligated to provide for any increases.
2.2 DISCRETIONARY BONUSES. The Company, in the sole discretion of the
Board, may pay a bonus to Employee in addition to the annual base salary set
forth in Section 2.1.
2.3 VACATIONS. Employee shall be entitled to four weeks of vacation in
accordance with the policies of the Company in effect from time to time.
2.4 EMPLOYEE BENEFITS. Employee shall be entitled to the benefits and
perquisites which the Company generally provides to its other executives under
applicable Company plans and policies, and to future benefits and perquisites
made generally available to executives of the Company. Employee's participation
in such benefit plans shall be on the same basis as applies to other executives
of the Company. Employee shall pay any contributions which are generally
required of employees to receive any such benefits.
2.5 EMPLOYMENT TAXES AND WITHHOLDING. Employee recognizes that the
compensation, benefits and other amounts provided by the Company under this
Agreement may be subject to federal, state or local income taxes. It is
expressly understood and agreed that all such taxes shall be Employee's
responsibility. To the extent that federal, state or local law requires
withholding of taxes on compensation, benefits or other amounts provided under
this Agreement, the Company shall withhold the necessary amounts from the
amounts payable to Employee under this Agreement.
2.6 EXPENSES. During the period this Agreement is in effect, Employee
shall be entitled to receive reimbursement from the Company (in accordance with
the policies and procedures in effect from time to time for the Company's
employees) for all reasonable travel and other expenses incurred by Employee in
connection with his or her services hereunder.
3. TERMINATION OF EMPLOYEE'S EMPLOYMENT
3.1 TERMINATION OF EMPLOYMENT. Employee's employment under this Agreement
may be terminated by the Company at any time for any reason; PROVIDED, HOWEVER,
that, except as expressly provided below in this Section 3.1 and in Section 3.3,
if Employee's employment is terminated by the Company during the term of this
Agreement for a reason other than for "Cause" (as defined in Section 3.2),
Employee shall be entitled to continue to receive his or her base salary under
Section 2.1 for the remaining term of this Agreement. Employee's
<PAGE>
employment under this Agreement may be terminated by Employee at any time for
any reason. Any termination shall be effective as of the date specified by
the party initiating the termination in a written notice delivered to the
other party, which date shall not be earlier than the date such notice is
delivered to the other party. This Agreement shall terminate in its entirety
immediately upon the death of Employee. Except as expressly provided to the
contrary in this Section or applicable law, Employee's rights to pay and
benefits shall cease on the date his or her employment under this Agreement
terminates.
3.2 CAUSE. For purposes of this Article 3, "Cause" means only the
following: (i) indictment for or conviction of a felony; (ii) theft or
embezzlement of Company property or commission of similar acts involving moral
turpitude; or (iii) the willful failure by Employee to substantially perform his
or her material duties as an executive under this Agreement (excluding
nonperformance resulting from Employee's disability) which willful failure is
not cured within 30 days after written notice from the Company specifying the
act of willful nonperformance or within such longer period (but no longer than
90 days in any event) as is reasonably required to cure such willful
nonperformance.
3.3 DISABILITY. If Employee has become disabled from performing his or
her duties under this Agreement, and the disability has continued for a period
of more than 60 days, the Board may, in its discretion, determine that Employee
will not return to work and terminate his or her employment under this
Agreement; PROVIDED, HOWEVER, that Employee shall in such case be entitled to
continue to receive his or her base salary under Section 2.1 for the lesser of
(i) the term of this Agreement or (ii) 90 days. During the period Employee is
entitled to continue to receive his or her base salary under this Section 3.3,
the Company shall be entitled to a credit against Employee's base salary for the
amount of any disability insurance or similar payments made to Employee during
such period.
4. NON-COMPETITION, CONFIDENTIALITY AND TRADE SECRETS
4.1 AGREEMENT NOT TO COMPETE. In consideration of the covenants and
agreements contained in this Agreement, Employee agrees that, on or before the
date which is two years after the date of termination of Employee's employment
with the Company, Employee will not, without the prior written approval of the
Board of Directors of the Company, directly or indirectly engage in any of the
following actions:
(a) Own an interest in (except as provided below), manage, operate,
join, control, lend money or render financial or other assistance to,
or participate in or be connected with, as an officer, employee,
partner, stockholder, consultant or otherwise, any entity which owns,
manages or operates fairs, festivals or other similar entertainment
events with a "Renaissance" theme anywhere within a 120 mile radius of
such an event sponsored by the Company, except that nothing in this
subsection (a) shall preclude Employee from holding less than one
percent of the outstanding capital stock of any corporation required
to file periodic reports with the Securities and Exchange Commission
under Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, the securities of which are listed on
<PAGE>
any securities exchange, quoted on the National Association of Securities
Dealers Automated Quotation System or traded in the over-the-counter
market.
(b) Intentionally solicit, endeavor to entice away from the Company,
or otherwise interfere with the Company's relationship with, any
person who is employed by or otherwise engaged to perform services for
the Company, or any persons or entity who or which is, or was within
the then most recent 12-month period, a participant in a Company event
or supplier or other provider of goods or services to or for the
Company, whether for Employee's own account or for the account of any
other individual, partnership, firm, corporation or other business
organization.
Employee further agrees that, if at the date of termination of Employee's
employment with the Company, the Company has expanded its business to include
the operation or sponsorship of craft fairs, festivals or other similar events,
Employee will not, without the prior written approval of the Board of Directors
of the Company for a period of one year after the date of termination of
Employee's employment with the Company, directly or indirectly own an interest
in, manage, operate, join, control, lend money or render financial or other
assistance to, or participate in or be connected with, as an officer, employee,
partner, stockholder, consultant or otherwise, any entity which owns, manages or
operates craft fairs, festivals or other similar events which are competitive
with those conducted by the Company anywhere within a 100 mile radius of any
such event sponsored by the Company.
If the scope of the restrictions in this Section are determined by a court
of competent jurisdiction to be too broad to permit enforcement of such
restrictions to their full extent, then such restrictions shall be construed or
rewritten (blue-lined) so as to be enforceable to the maximum extent permitted
by law, and Employee hereby consents, to the extent Employee may lawfully do so,
to the judicial modification of the scope of such restrictions in any proceeding
brought to enforce them.
4.2 NON-DISCLOSURE OF INFORMATION. During the period of employment
hereunder, and at all times thereafter, Employee shall not, without the written
consent of the Company, disclose to any person, other than to employees of the
Company or other persons to whom disclosure is reasonably necessary or
appropriate in connection with the performance by Employee of his or her duties,
or except where such disclosure may be required by law, any material
confidential information obtained by Employee while in the employ of the Company
with respect to any products, services, financial information, customers,
methods or future plans of the Company, all of which Employee acknowledges are
valuable, special and unique assets, the disclosure of which Employee
acknowledges may be materially damaging to the Company.
4.3 REMEDIES. Employee acknowledges that the Company's remedy at law for
any breach or threatened breach by Employee of Section 4.1 or Section 4.2 will
be inadequate. Therefore, the Company shall be entitled to injunctive and other
equitable relief restraining Employee from violating those requirements, in
addition to any other remedies that may be available to the Company under this
Agreement or applicable law.
<PAGE>
5. MISCELLANEOUS
5.1 AMENDMENT. This Agreement may be amended only in a writing signed by
both parties.
5.2 ENTIRE AGREEMENT. This Agreement contains the entire agreement
between the Company and Employee with respect to the transactions contemplated
herein. Both parties acknowledge that in deciding to enter into this
transaction they have relied on no representations, written or oral, other than
those explicitly set forth in this Agreement.
5.3 ASSIGNMENT. The Company may in its sole discretion assign this
Agreement to any entity which succeeds to some or all of the business of the
Company through merger, consolidation, a sale of some or all of the assets of
the Company, or any similar transaction. Employee acknowledges that the
services to be rendered by Employee are unique and personal. Accordingly,
Employee may not assign any of Employee's rights or obligations under this
Agreement.
5.4 SUCCESSORS. Subject to Section 5.3, the provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto, upon any
successor to or assign of the Company, and upon Employee's heirs and the
personal representative of Employee or Employee's estate.
5.5 NOTICES. Any notice required to be given under this Agreement shall
be in writing and shall be delivered either in person or by certified or
registered mail, return receipt requested. Any notice by mail shall be
addressed as follows:
If to the Company, to: Renaissance Entertainment Corporation
4440 Arapahoe Avenue
Suite 200
Boulder, CO 80303
If to Employee, to: Kevin Patterson
Postal Box B
Novato, CA 94948
or to such other addresses as either party may designate in writing to the other
party from time to time.
5.6 WAIVER OF BREACH. Any waiver by either party of compliance with any
provision of this Agreement by the other party shall not operate or be construed
as a waiver of any other provision of this Agreement, or of any subsequent
breach by such party of a provision of this Agreement. No waiver by the Company
shall be valid unless in writing and signed by a duly authorized officer of the
Company.
<PAGE>
5.7 SEVERABILITY. If any one or more of the provisions (or portions
thereof) of this Agreement shall for any reason be held by a final determination
of a court of competent jurisdiction to be invalid, illegal, or unenforceable in
any respect, such invalidity, illegality or unenforceability shall not affect
any other provisions (or portions of the provisions) of this Agreement, and the
invalid, illegal or unenforceable provisions shall be deemed replaced by a
provision that is valid, legal and enforceable and that comes closest to
expressing the intention of the parties hereto.
5.8 GOVERNING LAW. This Agreement shall be interpreted and enforced in
accordance with the laws of the State of Colorado, without giving effect to
conflict of law principles.
5.9 ARBITRATION. Except as qualified below, any dispute arising under,
out of or in connection with this Agreement shall be submitted to binding
arbitration in Denver, Colorado by and in accordance with the rules and
procedures of the American Arbitration Association. The decision of the
arbitrator(s) shall be final and binding on all parties and judgment may be
entered thereon in any court. Employee acknowledges that the Company's remedy
at law for any breach or threatened breach by Employee of Section 4.1 or Section
4.2 will be inadequate. Therefore, the Company shall be entitled to injunctive
and other equitable relief restraining Employee from violating those
requirements until such time as a final and binding determination is made by the
arbitrator(s).
5.10 HEADINGS. The headings of articles and sections herein are included
solely for convenience and reference and shall not control the meaning or
interpretation of any of the provisions of this Agreement.
5.11 COUNTERPARTS. This Agreement may be executed by either of the parties
hereto in counterparts, each of which shall be deemed to be an original, but all
such counterparts shall constitute a single instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as
of the date first set forth above.
RENAISSANCE ENTERTAINMENT
CORPORATION
By /s/ Miles Silverman
------------------------
Its President
EMPLOYEE:
Kevin Patterson
------------------------
GP:244390 v1
<PAGE>
EXHIBIT 10.29
_______________________________________________________________________________
REAL ESTATE MORTGAGE
(FOR CONSUMER OR BUSINESS MORTGAGE TRANSACTIONS)
ELLORA CORPORATION
_______________________________________________________________________________
_________________________________________________________________ ("Mortgagor,"
whether one or more) mortgages, surveys and warrants to Bank One, Kenosha, NA.
_________________________
5522 - 6TH AVENUE, KENOSHA, WI 53140
_______________________________________________________________________________
_____________________________________________________________________("Lender")
in consideration of the sum of ONE MILLION AND NO/100
_________________________________________________
_____________________________________________________ Dollars ($1,000,000.00),
loaned or to be loaned to ELLORA CORPORATION
______________________________________________________
_____________________________________________("Borrower," whether one or more),
evidenced by Borrower's note(s) or agreement dated APRIL 7, 1995
_____________________________
____________________________, the real estate described below, together with
all privileges, hereditaments, easements and appurtenances, all rents,
leases, issues and profits, all claims, awards and payments made as a result
of the exercise of the right of eminent domain, and all existing and future
improvements and fixtures (all called the "Property").
1. DESCRIPTION OF PROPERTY. (The Property is not the homestead of Mortgagor.)
____________
(is) (is not)
Tax Key #____________________________
/X/ If checked here, description easements or appears on attached sheet.
/ / If checked here, this Mortgage is a "construction mortgage" under Section
409.313(f)(a) Wis. Stats.
/ / If checked here, Condominium Rider is attached.
2. TITLE. Mortgagor warrants as to the Property, excepting only
restrictions and easements of record, municipal and zoning ordinances,
current taxes and assessments not yet due and n/a
__________________________________
_______________________________________________________________________________
3. ESCROW. Interest will not be paid on escrowed funds if an escrow is
_______________
(will) (will not)
required under paragraph 6(a) on the reverse side.
4. ADDITIONAL PROVISIONS. Mortgagor agrees to the Additional Provisions on
the reverse side, which are incorporated herein.
The undersigned acknowledges receipt of an exact copy of this Mortgage.
_______________________________________________________________________________
NOTICE TO CUSTOMER IN A TRANSACTION GOVERNED BY THE WISCONSIN CONSUMER ACT
(a) DO NOT SIGN THIS BEFORE YOU READ THE WRITING ON THE REVERSE SIDE, EVEN IF
OTHERWISE ADVISED.
(b) DO NOT SIGN THIS IF IT CONTAINS ANY BLANK SPACES.
(c) YOU ARE ENTITLED TO AN EXACT COPY OF ANY AGREEMENT YOU SIGN.
(d) YOU HAVE THE RIGHT AT ANY TIME TO PAY IN ADVANCE THE UNPAID BALANCE DUE
UNDER THIS AGREEMENT AND YOU MAY BE ENTITLED TO A PARTIAL REFUND OF THE
FINANCE CHARGE.
_______________________________________________________________________________
Signed and Sealed APRIL 7, 1995
________________________________
(Date)
ELLORA CORPORATION (SEAL)
__________________________________________________
Corporation
(Type of Corporation)
By /s/ J. STANLEY GILBERT
_______________________________________________
PRESIDENT
__________________________________________________
J. STANLEY GILBERT
__________________________________________________
By (SEAL)
__________________________________________________
*_________________________________________________
____________________________________________(SEAL)
*_________________________________________________
____________________________________________(SEAL)
*_________________________________________________
____________________________________________(SEAL)
*_________________________________________________
- ------------AUTHENTICATION------------OR------------ACKNOWLEDGEMENT------------
Signatures of_____________________________________
__________________________________________________
__________________________________________________
__________________________________________________
authenticated this _____day of____________, 19____
__________________________________________________
__________________________________________________
Title: Member of State Bar of Wisconsin of________
authorized under Section 706.08. Wis. Stats.
___________________________________________
The instrument was drafted by
Bank One, Kenosha, NA
___________________________________________
*Type or print name signed above
STATE OF WISCONSIN
County of KENOSHA ss.
___________
This instrument was acknowledged before me on APRIL 7
______________,
1995 by J. STANLEY GILBERT
____ __________________________________________________
____________________________________________________________
(Name(s) of person(s))
as PRESIDENT
____________________________________________________________
(Type of authority, e.g., above, signature)
at ELLORA CORPORATION
____________________________________________________________
(Name of party or parties or services, if any)
/s/ BRENDA K. THOMPSON
____________________________________________________________
* Brenda K. Thompson
____________________________________________________________
Notary Public KENOSHA County, Wis.
___________________________________
My Commission (Expires)(is) June 14, 1998
__________________________________
_____________________________________
DOCUMENT NUMBER
088507
MORTGAGE
R E C O R D E D
at Kenosha County, Kenosha, WI 53140
Louisa 1 Principal Register of Deeds
on 4/12/1995 at 12:34 PM
950037359 $14.00
_____________________________________
Return To
Bank One, Kenosha, NA
5522 - 6th Ave
Kenosha, WI 53140
_____________________________________
ACKNOWLEDGEMENT
STATE OF WISCONSIN )
County of KENOSHA )
_________________
This instrument was acknowledged before me on APRIL 7,
______________
1995, by J. STANLEY GILBERT
__ ___________________________________________________
____________________________________________________________
(Name(s) or person(s))
as PRESIDENT
_________________________________________________________
(Type of authority, e.g. officers, trustees, etc. if any)
of ELLORA CORPORATION
_________________________________________________________
(Name of party on behalf of whom agreement
was executed, if any)
/s/ Brenda K. Thompson
____________________________________________________________
Brenda K. Thompson
____________________________________________________________
Notary Public KENOSHA County, Wis.
______________________________
<PAGE>
ADDITIONAL PROVISIONS
5. MORTGAGE AS SECURITY. This Mortgage secures prompt payment to Lender
of (a) the sum stated in the first paragraph of this Mortgage, plus interest
and charges according to the terms of the promissory notes or agreement of
Borrower to Lender identified on the reverse side, and any extensions,
renewals or modifications signed by any Borrower of such promissory notes or
agreement, (b) to the extent not prohibited by the Wisconsin Consumer Act (i)
any additional sums which are in the future loaned by Lender to any Mortgagor,
to any Mortgagor and another or to another guaranteed or endorsed by any
Mortgagor, (c) all interest and charges, and (d) to the extent not prohibited
by law, all costs and expenses of collection or enforcement (all called the
"Obligations"). This Mortgage also secures the performance of all covenants,
conditions and agreements contained in this Mortgage. Unless otherwise
required by law, Lender will satisfy this Mortgage upon request by Mortgagor
if (a) the Obligations have been paid according to their terms, (b) any
commitment to make future advances secured by this Mortgage has terminated,
(c) Lender has terminated any line of credit under which advances are to be
secured by this Mortgage, and (d) all other payments required under this
Mortgage and the Obligations and all other terms, conditions, covenants, and
agreements contained in this Mortgage and the documents evidencing the
Obligations have been paid and performed.
6. TAXES. To the extent not paid to Lender under paragraph 8(a),
Mortgagor shall pay before they become delinquent all taxes, assessments and
other charges which may be levied or assessed against the Property, or
against Lender upon this Mortgage or the Obligations or other debt secured by
this Mortgage, upon Lender's interest in the Property, and deliver to Lender
receipts showing timely payment.
7. INSURANCE. Mortgagor shall keep the improvements on the Property
insured against direct loss or damage occasioned by fire, extended coverage
perils and such other hazards as Lender may require, through Insurers
approved by Lender, in amounts, without co-insurance, not less than the unpaid
balance of the Obligations or the full replacement value, whichever is less,
and shall pay the premiums when due. The policies shall contain the standard
mortgage clause in favor of Lender and, unless Lender otherwise agrees in
writing, the original of all policies covering the Property shall be
deposited with Lender. Mortgagor shall promptly give notice of loss to
insurance companies and Lender. All proceeds from such insurance shall be
applied, at Lender's option, to the Property. In the event of foreclosure of
this Mortgage or other transfer of title to the Property. In extinguishment
of the indebtedness secured hereby, all right, title, and interest of
Mortgagor in and to any insurance then in force shall pass to the purchaser
or grantee.
8. MORTGAGOR'S COVENANTS. Mortgagor covenants:
(a) ESCROW. To pay Lender sufficient funds at such times as Lender
designates, if an escrow is required by Lender to pay (1) the
estimated annual real estate taxes and assessments on the
Property, (2) all property insurance premiums when due, and (3)
if payments owned under the Obligations are guaranteed by mortgage
guaranty insurance, the premiums necessary to pay for such
insurance which Lender may cancel at any time. Upon demand,
Mortgagor shall pay Lender such additional sums as are necessary to
pay these items in full when due. Lender shall apply these amounts
against the taxes, assessments and insurance premiums when due.
Escrowed funds may be commingled with Lender's general funds:
(b) CONDITION AND REPAIR. To keep the Property in good and tenantable
condition and repair, and to restore or replace damaged or
destroyed improvements and fixtures.
(c) LIENS. To keep the Property free from liens and encumbrances
superior to the lien of this Mortgage and net described in
paragraph 2 on the reverse side:
(d) OTHER MORTGAGES. To perform all of Mortgagor's obligations and
duties under any other mortgage or security agreements on the
Property and any obligation to pay secured by such mortgage or
security agreement:
(e) WASTE. Not to commit waste or permit waste to be committed upon
the Property:
(f) CONVEYANCE. Not to sell, assign, lease, mortgage, convey or
otherwise transfer any legal or equitable interest in all or part
of the Property, or permit the same to occur without the prior
written consent of the Lender and, without notice to Mortgagor,
Lender may deal with any transferee as to his interest in
the same manner as with Mortgagor, without in any way discharging
the liability of Mortgagor under this Mortgage or the Obligations:
(g) ALTERATION OR REMOVAL. Not to remove, demolish or materially alter
any part of the Property, without Lender's prior written consent,
except Mortgagor may remove a fixture, provided the fixture is
promptly replaced with another fixture of at least equal utility:
(h) CONDEMNATION. To pay to Lender all compensation received for the
taking of the Property, or any part, by condemnation proceeding
(including payments in compromise of condemnation proceedings),
and all compensation received as damages for injury to the
Property, or any part. The compensation shall be applied in such
manner as Lender determines to rebuilding of the Property or to
the Obligations in the inverse order of their maturities (without
penalty for prepayment):
(i) INSPECTION. Lender and its authorized representatives may enter
the Property at reasonable times to inspect it, and at Lender's
option to repair or restore the Property and to conduct
environmental assessments and audits of the Property:
(j) ORDINANCES. To comply with all laws, ordinances and regulations
affecting the Property; and
(k) SUBROGATION. That the Lender is subrogate to the lien of any
mortgage or other lien discharged, in whole or in part, by the
proceeds of the note(s) or agreement identified on the reverse
side.
<PAGE>
9. ENVIRONMENTAL LAWS. Mortgagor represents, warrants and covenants to
Lender (a) that during the period of Mortgagor's ownership or use of the
Property no substance has been, is or will be present, used, stored,
deposited, treated, recycled or disposed of on, uncertain or about the
Property in a form, quantity or manner which if known to be present on,
under, in or about the Property would require clean-up, removal or some other
remedial action ("Hazardous Substance") under any federal, state, or local
laws, regulations, ordinances, codes or rules ("Environmental Laws"); (b) that
Mortgagor has no knowledge, after due inquiry, of any prior use or existence of
any Hazardous Substance on the Property by any prior owner of or person using
the Property; (c) that, without limiting the generality of the foregoing,
Mortgagor has no knowledge, after due inquiry, that the Property contains
asbestos, polychlorinated biphenyl components (PCBs) or underground storage
tanks; (d) that there are no conditions existing currently or likely to exist
during the term of this Mortgage which would subject Mortgagor to any
damages, penalties, injunctive relief or clean-up costs in any governmental
or regulatory action or third-party claims relating to any Hazardous
Substance; (e) that Mortgagor is not subject to any court or administrative
proceeding, judgment, decree, order or citation relating to any Hazardous
Substance; and (f) that Mortgagor in the past has been, at the present is,
and in the future will remain in compliance with all Environmental Laws.
Mortgagor shall indemnify and hold harmless Lender, its directors, officers,
employees and agents from all loss, cost (including reasonable attorneys'
fees and legal expenses), liability and damage whatsoever directly or
indirectly resulting from, arising out of, or based upon (i) the presence,
use, storage, deposit, treatment, recycling or disposal, at any time, of any
Hazardous Substance on, under, in or about the Property, or the
transportation of any Hazardous Substance to or from the Property, (ii) the
violation or alleged violation of any Environmental Law, permit, judgment or
license relating to the presence, use, storage, deposit, treatment, recycling
or disposal of any Hazardous Substance on, under, in or about the Property,
or the transportation of any Hazardous Substance to or from the Property, or
(iii) the imposition of any governmental lien for the recovery of
environmental clean-up costs expended under any Environmental Law. Mortgagor
shall immediately notify Lender in writing of any governmental or regulatory
action or third-party claim instituted or threatened in connection with any
Hazardous Substance on, in, under or about the Property.
10. AUTHORITY OF LENDER TO PERFORM FOR MORTGAGOR. If Mortgagor fails to
perform any of Mortgagor's duties set forth in this Mortgage, Lender may
after giving Mortgagor any notice and opportunity to perform which are
required by law, perform the duties or cause them to be performed, including
without limitation signing Mortgagor's name or paying any amount so required,
and the cost shall be due on demand and secured by this Mortgage, bearing
interest at the highest rate stated in any document evidencing an Obligation,
but not in excess of the maximum rate permitted by law, from the date of
expenditure by Lender to the date of payment by Mortgagor.
11. DEFAULT, ACCELERATION; REMEDIES. If (a) there is a default under any
Obligation secured by this Mortgage, or (b) Mortgagor fails timely to observe
or perform any of Mortgagor's covenants or duties contained in this Mortgage,
then, at the option of Lender each Obligation will become immediately payable
unless notice to Mortgagor or Borrower and an opportunity to cure are
required by Section 425.105, Wis. Stats., or the document evidencing the
Obligation and, in that event, the Obligation will become payable if the
default is not cured as provided in that statute or the document evidencing
the Obligation or as otherwise provided by law. If Lender exercises its
option to accelerate, the unpaid principal and interest owed on the
Obligation, together with all sums paid by Lender as authorized or required
under this Mortgage or any Obligation, shall be collectible in a suit at law
or by foreclosure of this Mortgage by action, or both, or by the exercise of
any other remedy available at law or equity.
12. WAIVER. Lender may waive any default without waiving any other
subsequent or prior default by Mortgagor.
13. POWER OF SALE. In the event of foreclosure, Lender may sell the
Property at public sale and execute and deliver to the purchasers deeds of
conveyance pursuant to statute.
14. ASSIGNMENT OF RENTS AND LEASES. Mortgagor assigns and transfers to
Lender, as additional security for the Obligations, all rents which become or
remain due or are paid under any agreement or lease for the use or occupancy
of any part or all of the Property. Until the occurrence of an event of
default under this Mortgage or any Obligation, Mortgagor has the right to
collect the rents, issues and profits from the Property, but upon the
occurrence of such an event of default, and the giving of notice by Lender to
Mortgagor declaring that constructive possession of the Property is in
Lender, Mortgagor's license to collect is terminated and Lender shall be
entitled to such rents, issues and profits and may, after giving Mortgagor
any notice and opportunity to perform required by law, notify any or all
tenants to pay all such rents directly to Lender. All such payments shall be
applied in such manner as Lender determines to payments required under this
Mortgage and the Obligations. This assignment shall be enforceable and Lender
shall be entitled to take any action to enforce the assignment (including
notice to the tenants to pay directly to Lender or the commencement of a
foreclosure action) without seeking or obtaining the appointment of a
receiver or possession of the Property.
15. RECEIVER. Upon the commencement or during the pendency of an action to
foreclose this Mortgage, or enforce any other remedies of Lender under it,
without regard to the adequacy or inadequacy of the Property as security for
the Obligations, Mortgagor agrees that the court may appoint a receiver of
the Property (including homestead interest) without bond, and may empower the
receiver to take possession of the Property and collect the rents, issues and
profits of the Property and exercise such other powers as the court may grant
until the confirmation of sale, and may order the rents, issues and profits,
when so collected, to be held and applied as the court may direct.
16. FORECLOSURE WITHOUT DEFICIENCY JUDGMENT. If the Property is a
one-to-four family residence that is owner-occupied at the commencement of a
foreclosure, a farm, a church or owned by a tax exempt charitable
organization, Mortgagor agrees to the provisions of Section 846.101. Wis.
Stats., and as the same may be amended or renumbered from time to time
permitting Lender, upon waiving the right to judgment for deficiency, to hold
the foreclosure sale of real estate of 20 acres or less six months after a
foreclosure judgment is entered. If the Property is other than a one-to-four
family residence that is owner-occupied at the commencement of a foreclosure,
a farm, a church or a tax exempt charitable organization. Mortgagor agrees to
the provisions of Section 846.103, Wis. Stats., and as the same may be
amended or renumbered from time to time, permitting Lender, upon waiving the
right to judgment for deficiency, to hold the foreclosure sale of real estate
three months after a foreclosure judgment is entered.
17. EXPENSES. To the extent not prohibited by law, Mortgagor shall pay all
reasonable costs and expenses before and after judgment, including without
limitation, attorneys' fees, fees and expenses for environmental assessments,
inspections and audits, and fees and expenses for obtaining title evidence
incurred by Lender in protecting or enforcing its rights under this Mortgage.
18. SEVERABILITY. Invalidity or unenforceability of any provision of this
Mortgage shall not affect the validity or enforceability of any other
provision.
19. SUCCESSORS AND ASSIGNS. The obligations of all Mortgagors are joint
and several. This Mortgage benefits Lender, its successors and assigns, and
binds Mortgagor(s) and their respective heirs, personal representatives,
successors and assigns.
20. ENTIRE AGREEMENT. This Mortgage is intended by the Mortgagor and
Lender as a final expression of this Mortgage and as a complete and exclusive
statement of its terms, there being no conditions to the full effectiveness
of this Mortgage. No partial evidence of any nature shall be used to supplement
or modify any terms.
<PAGE>
CATEGORY = C BRANCH = 001
BUSINESS
W.B.A. 451 (3/10/94) F11221
Copyright Wisconsin Bankers Association 1994 Boxes not checked
are inapplicable.
BUSINESS NOTE
(Use only for business purpose loans or consumer loans in excess of $25,000)
ELLORA CORPORATION APRIL 7, 1995 $1,000,000.00
- ------------------------------------- ------------------ -------------------
(MAKER) (DATE)
1. PROMISE TO PAY AND PAYMENT SCHEDULE. The undersigned ("Maker," whether one
or more) promises to pay to the order of Bank One, Kenosha, NA ("Lender)
at 5522 - 6th AVENUE, KENOSHA, Wisconsin, the sum of $1,000,000.00:
[Check (a), (b), (c) or (d): only one shall apply.]
(a) / / SINGLE PAYMENT. In one payment on n/a , plus interest payable
as set forth below unless interest is shown on line 4 below.
(b) / / INSTALLMENTS OF PRINCIPAL AND INTEREST, in n/a equal payments of $ n/a
due on n/a, and on / / the same day(s) of each n/a month thereafter
/ / every 7th day thereafter / / every 14th day thereafter, PLUS a
final payment of the unpaid balance and accrued interest due on n/a,
all subject to modification as set forth in 2(b) below, if applicable.
All payments include principal and interest.
(c) / / INSTALLMENTS OF PRINCIPAL, in n/a equal payments of principal of $ n/a
due on n/a, and on / / the same day(s) of each n/a month thereafter
/ / every 7th day thereafter / / every 14th day thereafter, PLUS a
final payment of the unpaid principal due on n/a, PLUS interest payable
as set forth below.
(d) /X/ OTHER. RATE WILL BE 9.50% FOR FIRST YEAR. BEGINNING APRIL 7, 1996
RATE WILL BE PRIME +1% FIXED ANNUALLY. ANNUAL PRINCIPAL PAYMENT OF
$100,000.00 ON SEPTEMBER 1ST. INTEREST WILL BE QUARTERLY BEGINNING
JULY 31, 1995. THIS NOTE MATURES ON JANUARY 31, 1998.
2. INTEREST CALCULATION. If the amount of interest is not shown on line 4
below, this Note bears interest on the unpaid principal balance before
maturity:
[Check (a) or (b) or complete line 4 below; only one shall apply.]
(a)/X/ FIXED RATE. At the rate of 9.500% per year.
(b)/ / VARIABLE RATE. At the annual rate which is equal to the following
Index Rate, plus n/a percentage points ("Note Rate"), and the Note
Rate shall be adjusted as provided below. The Index Rate is:
/ / The prime rate / / The reference rate / / The base rate adopted by
/ / Lender / / n/a
n/a from time to time as its base or reference rate for interest rate
determinations. The Index Rate may or may not be the lowest rate charged
by Lender.
/ / n/a
The Initial Note Rate is n/a%. An adjustment in the Note Rate will
result in an increase or decrease in (1) / / the amount of each
payment of interest, (2) / / the amount of the final payment,
(3) / / the number of scheduled periodic payments sufficient to
repay this Note in substantially equal payments, (4) / / the amount
of each remaining payment of principal and interest so that those
remaining payments will be substantially equal and sufficient to
repay this Note by its scheduled maturity date, (5) / / the amount
of each remaining payment of principal and interest (other than the
final payment) so that those remaining payments will be substantially
equal and sufficient to repay this Note by its scheduled maturity
date based on the original amortization schedule used by Lender,
plus the final payment of principal and interest, or (6) / / n/a
In addition, Lender is authorized to change the amount of periodic
payments if and to the extent necessary to pay in full all accrued
interest owing on this Note. The Maker agrees to pay any resulting
payments or amounts. The Note Rate shall be adjusted only on the
following change dates: / / the first day of each month / / each
scheduled payment date / / as and when the Index Rate changes / / n/a
Interest is computed for the actual number of days principal is unpaid on the
basis of /X/ a 360 day year / / a 365 day year.
INTEREST PAYMENT. Interest is payable on n/a, and on / / the same day of each
n/a month thereafter, / / every 7th day thereafter, / / every 14th day
thereafter, and at maturity, or, if box 1(b) is checked, at the times so
indicated.
OTHER CHARGES. If any payment (other than the final payment) is not made on or
before the 3 day after its due date, Lender may collect a delinquency charge
of 3.00% of the unpaid amount. Unpaid principal and interest bear interest
after maturity until paid (whether by acceleration or lapse of time) at the
rate / / which would otherwise be applicable plus n/a percentage points /X/ of
9.500% per year, computed on the basis /X/ a 360 day year / / a 365 day year.
Maker agrees to pay a charge of $15.00 for each check presented for payment
under this Note which is returned unsatisfied.
RESIDENTIAL MORTGAGE. /X/ If checked here, this Note is NOT secured by a
first lien mortgage or equivalent security interest on a one-to-four family
dwelling used as a Maker's principal place of residence.
PREPAYMENT. Full or partial prepayment of this Note /X/ is permitted at any
time without penalty / / $ n/a
- ----------------------------------------------------------------------------
VARIABLE RATE DISCLOSURES
If box 2(b) above is checked, this note contains a variable interest rate
provision and these disclosures are applicable if this Note is secured by a
first lien real estate mortgage or equivalent security interest on a
one-to-four family dwelling used as Maker's principal place of residence. An
increase or decrease of the Index Rate described above will cause a
corresponding increase or decrease in the Rate of interest. The current Index
Rate value is n/a%. The maker may prepay this Note in whole or in part at
any time without penalty. Notice of any interest rate increase must be given
to Maker.
- -----------------------------------------------------------------------------
THIS NOTE INCLUDES ADDITIONAL PROVISIONS ON REVERSE SIDE.
ELLORA CORPORATION
------------------------------------(SEAL)
BY
------------------------------------(SEAL)
J. STANLEY GILBERT PRESIDENT
------------------------------------(SEAL)
------------------------------------(SEAL)
12420 128TH ST
------------------------------------------
KENOSHA, WI 53142
------------------------------------------
(ADDRESS) (PHONE)
Applicable unless filed in (use for add-on loans only).
Loan Proceeds $ n/a
-----------
Cr. Life Ins. Charge n/a
-----------
Cr. A & S Ins. Charge n/a
-----------
Interest (Add-on) n/a
-----------
n/a
-----------
Face Amount of Note $ n/a
-----------
- ----------------------------------------------------------------------------
FOR LENDER CLERICAL USE ONLY
ID#184-1084493 1ST REM, GUARANTY & ALL OTHER
COLLATERAL HELD BY BANK
If checked, insert applicable prepayment restrictions and penalties.
If credit life or accident and sickness insurance is requested, a WBA 450
may be required. If a consumer loan in excess of $25,000 is secured by real
property or dwelling, Truth-In-Lending will be applicable. If this Note is
secured by Maker's principal place of residence, secs. 136.052 and 138.056,
Wis Stats., may apply.
BSK:lje (909) NEW
-----------------
LOAN OFFICER
<PAGE>
EXHIBIT 21
SUBSIDIARIES
The Company's only subsidiary is Creative Faires, Ltd., a New York
corporation.
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITOR'S CONSENT
We hereby consent to the use of our reports dated June 22, 1996,
accompanying the consolidated financial statements of Renaissance
Entertainment Corporation as of March 31, 1996 and 1995, included in the
Company's Annual Report on Form 10-KSB and to the incorporation by reference
of the aforementioned financial statements in Registration No. 33-90044 for
the 1993 Stock Incentive Plan, Registration No. 33-97388 also for the 1993
Stock Incentive Plan, and Registration No. 333-2836 for sales by certain
Selling Shareholders.
Schumacher & Associates, Inc.
June 28, 1996
