0001061778-98-000057 Sample Contracts

GUARANTY
Guaranty • November 13th, 1998 • Gargoyles Inc • Ophthalmic goods • New York
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Exhibit 10.2 RENEWAL TERM NOTE I
Renewal Term Note • November 13th, 1998 • Gargoyles Inc • Ophthalmic goods

For value received, the undersigned, GARGOYLES, INC. ("Borrower"), promises to pay to the order of U. S. BANK NATIONAL ASSOCIATION ("U. S. Bank"), at its principal place of business, 1420 Fifth Avenue, Seattle, Washington 98101, or such other place or places as the holder hereof may designate in writing, the principal sum of Thirteen Million Dollars ($13,000,000) in lawful immediately available money of the United States of America, in accordance with the terms and conditions of that certain first amended and restated credit agreement dated as of April 7, 1997, by and between Borrower and U. S. Bank (together with all supplements, exhibits, amendments, and modifications thereto, the "Credit Agreement") and that certain ninth amendment to first amended and restated credit agreement of even date herewith (the "Ninth Amendment"). Borrower also promises to pay interest on the unpaid principal balance hereof, in like money in accordance with the terms and conditions and at the rate or rates

As of September 8, 1998 Gargoyles, Inc. 5866 South 194th Street Kent, Washington 98032 Attn: Mr. Leo Rosenberger Mr. Douglas B. Hauff Ladies and Gentlemen: Reference is made to that certain License Agreement between Ellen Tracy, Inc. ("Ellen Tracy")...
License Agreement • November 13th, 1998 • Gargoyles Inc • Ophthalmic goods

This shall confirm that, by mutual agreement of Ellen Tracy and Licensee, the Agreement shall terminate as of September 8, 1998 (the "Termination Date"). All accrued but unpaid Guaranteed Minimum Royalties in the amount of $214,375.00 shall be paid to Ellen Tracy by delivery concurrently with the execution hereof of (i) a Promissory Note made by Licensee, and (ii) a Guaranty, made by Gargoyles, guaranteeing Licensee's obligations under such Promissory Note. On the Termination Date, all rights granted to Licensee pursuant to the Agreement shall revert to Ellen Tracy. Pursuant to Section 20(a) of the Agreement, Licensee agrees that, following the Termination Date, Licensee shall cease all manufacturing, by itself or by any third party with whom it has contracted, of any Licensed Articles, other than Licensed Articles which are part of the August line which are to be delivered in October and November of 1998, and shall destroy or efface any items used to reproduce Licensed Properties. Fur

R E C I T A L S:
Credit Agreement • November 13th, 1998 • Gargoyles Inc • Ophthalmic goods
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