CONSIGNMENT AGREEMENT
This Agreement is enterd into as of September 30, 1994, at Los Angeles,
California, between XXXX EDITIONS, INC., a California corporation ("Consignor")
whose address is: X/X Xxxx & Xxxxx, 0000 Xxxxxx xx xxx Xxxxx, Xxxxx 0000, Xxx
Xxxxxxx, Xxxxxxxxxx, 00000 and AMERICAN ROYAL ARTS CORP. ("Art Dealer"), of 000
Xxx Xxxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx, 00000. Consignor and Art Dealer hereby
agree as follows:
A. On or before October 31, 1994, Consignor will deliver to Art Dealer, at
Art Dealer's address as stated above works of fine art created by XXXXXX XXXX
("Artist"), as set forth on Exhibit "A" and attached hereto by reference ("Art
Work"), for purposes of sale by Art Dealer.
B. From the time the Art Work is delivered to Art Dealer until the
termination of this Agreement, Art Dealer shall hold the Art Work in trust for
the benefit of Consignor and shall be responsible for any loss of or damage to
the Art Work. The Art Work shall not be subject to claim by any of the Art
Dealer's creditors.
C. This Agreement shall terminate on December 31, 1995. On or before
September 30, 1995, Art Dealer shall notify Consignor in writing as to which
pieces if the Art Work not yet sold, Art Dealer wishes to purchase on or before
December 31, 1995. Any of the Art Work not so designated by Art Dealer remaining
in its inventory as of December 31, 1995, shall be returned to Consignor by
January 5, 1996. The Art Work will be offered for sale by Art Dealer until
December 31, 1995.
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D. Artist's name shall appear on all signs, advertisements, and other
writtern materials concerning the Art Work as follows: XXXXXX XXXX.
E. Art Dealer shall pay to Consignor thirty percent (30%) of the Retail
Price of each piece of Art Work sold ("Piece") to any person or entity except
Warner Bros. Art Dealer shall pay Consignor seventeen and one-half percent
(17.5%) of the Retail Price of each piece of Art Work sold to Warner Bros.
F. Art Dealer shall advance any and all funds necessary to complete the Art
Work including, but not limited to, making necessary arrangments with Magic
Brush or any other production house of like quality, for production of the Art
Work. Art Dealer shall deduct any actual expenses it paid to third parties to
produce the piece, and the actual cost of any frame for the piece provided by
the Art Dealer, from any money Art Dealer is obligated to pay Consignor pursuant
to Paragraph E.
G. Within thirty (30) days of the end of each month during the term of this
Agreement, Art Dealer shall provide Consignor with an accounting statement of
the sales of the Art Work by Art Dealer during the proceeding month. In
conjunction with any such statement, Art Dealer shall pay Consignor the amount
determined to be due for sales by Consignor pursuant to this Agreement. If Art
Dealer does not comply with the terms of this paragraph, Consignor shall have
the right to terminate this Agreement at which time Art Dealer shall return all
of the Art Work to Consignor.
H. Art Dealer shall maintain sufficient property damage and liability
insurance to cover any claims that may arise from either damage to the Art Works
or claims for injury that may arise from the use of the Art Work in an amount
equal to at least $1 Million Dollars.
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Art Dealer shall name Consignor as an additional insured on its insurance policy
and shall provide Consignor with a certificate of insurance.
I. Art Dealer shall take possession as Consignee of the original art work
XXXXXX XXXX set forth on Exhibit "B" attached hereto and incorporated herein by
reference (" Original Art Work") and shall sell the Original Art Work to anyone
except Art Dealer at the best price it can obtain. Any piece of Original Art
Work to be sold for $500 or less must have written approval of Consignor, prior
to sale. Proceeds from the sale of the Original Art Work shall be payable sixty
percent (60%) of the Retail Sales Price to Consignor and forty percent (40%) of
the Retail Sales Price to Art Dealer. Accounting for sales pursuant to this
paragraph shall be in accordance with paragraph G above.
J. The Art Work are to be sold at the prices set forth on Exhibit "A". Art
Dealer shall hold any funds received from the sale of any Art Work or Original
Art Work in trust for the benefit of Consignor, and will pay the funds to
Consignor under Paragraph G of this Agreement as set forth therein.
K. Photographs of the Art Work may be used in writtern advertisemente only
if approved by Consignor in writing.
L. Art Dealer agrees to provide to its customers Certificate of
Authenticity containing the information required by California Civil Code
Section 1744 and agrees to indemnify and hold Consignor harmless from any claims
by any person on the grounds there is a violation of said Section, unless due to
the negligence of Consignor.
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M. If an action is brought by either party to enforce any provisions of
this Agreement, the prevailing party shall be entitled to reasonable attorney's
fees and costs incurred in connection therewith.
N. This Agreement shall be interpreted under the laws of the State of
California.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
set forth herein.
XXXX EDITIONS, INC.
By: /s/ XXXXXX XXXX
-----------------------------------
XXXXXX XXXX, President
AMERICAN ROYAL ARTS CORP.
By: /s/ XXXXX XXXXXXXXX
-----------------------------------
XXXXX XXXXXXXXX, President
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AMENDED CONSIGNMENT AGREEMENT
This Amendment to Consignment Agreement is entered into as of March 31,
1997 at Los Angeles, California, between XXXX EDITIONS, INC., a California
corporation ("Consignor") whose address is: c/o Ring & Green, 1900 Avenue of the
Stars, Suite 2300, Xxx Xxxxxx, Xxxxxxxxxx 00000 and AMERICAN ROYAL ARTS
CORP.("Art Dealer"), of 000 Xxx Xxxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx, 00000.
Consignor and Art Dealer hereby agree as follows:
WHEREAS, as of September 30, 1994, Consignor and Art Dealer entered into a
Consignment Agreement, ("Agreement") which is incorporated herein by this
reference;
WHEREAS, the parties wish to amend the Agreement in certain respects;
NOW, THEREFORE, in consideration of the foregoing and of the covenants and
agreements contained herein and in the Agreement, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto do hereby agree as follows:
1. The Agreement shall be extended through January 1, 1999. On or
before October 1, 1998, Art Dealer shall notify Consignor in writing of which
pieces of the art works not yet sold Art Dealer wished to purchase on or before
January 1, 1999. Any of the art work not so designated by Art Dealer remaining
in its inventory as of January 1, 1999 shall be returned to the Consignor on or
before January 11, 1999. The art works will be offered for sale by Art Dealer
until January 1, 1999.
2. Consignor may terminate this Agreement at any time without prejudice
or claim of breach by Art Dealer if Warner Bros. terminates its extended license
to Consignor to produce and sell the Art Works.
3. Set forth on Exhibit A attached hereto is a list of (i) remaining
inventory to be produced and sold, and (ii) inventory already produced and ready
for sale pursuant to the terms of the Agreement.
4. Paragraph G is deleted and the following substituted therefor:
"Within thirty (30) days of the end of each calendar quarter during the
term of this Agreement, Art Dealer shall provide Consignor with an
accounting statement of the sales of the Art Work by Art Dealer during the
proceeding calendar quarter. In conjunction with any statement, Art Dealer
shall pay Consignor the amount determined to be due for sales by Consignor
pursuant to this Agreement. If Art Dealer does not comply with the terms of
this paragraph, Consignor shall have the right to terminate this Agreement
at which time Art Dealer shall return all of the Art Work to Consignor."
5. Except for the obligations contained in the Agreement as amended,
Consignor and Art Dealer hereby release each other from any and all claims they
have or may have against each other, known or unknown, except for sales from and
after the last reported sales by Art Dealer, arising out of the Agreement
through and including the date of this Amendment to Consignment Agreement.
6. Capitalized terms used herein and not otherwise defined herein shall
have the meanings ascribed to them in the Agreement.
7. Except as expessly modified by this amendment, all terms and
conditions of the Agreement shall remain in full force and effect.
8. This Amendment shall be governed in accordance with the laws of the
State of California without regard to the choice of law principles therof.
IN WITNESS WHEREOF, the parties have executed this Amendment to Consignment
Agreement as of the date set forth herein.
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XXXX EDITIONS, INC.
By: /s/ Illegible
---------------------------------
Authorized Representative
Co-Trustee Xxxx Family Trust
AMERICAN ROYAL ARTS CORP.
By: /s/ Xxxxx Xxxxxxxxx, President
---------------------------------
XXXXX XXXXXXXXX, President
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