MANAGEMENT TERMINATION AGREEMENT
This MANAGEMENT TERMINATION AGREEMENT dated as of May 12, 1998, is made
by and among Hit or Miss Inc., a Delaware corporation ("Sub"), Access
Industries, L.L.C., a Delaware limited liability company ("Access") and
Gantos, Inc., a Michigan corporation (the "Company").
WHEREAS, Sub and Access entered into a Management Agreement dated
September 30, 1995 (the "Management Agreement") (the Management Agreement is
attached hereto as EXHIBIT A);
WHEREAS, HOM Holding, Inc., the parent corporation of Sub ("Holding"),
and Sub propose to enter into a Merger Agreement (the "Merger Agreement")
with the Company, pursuant to which Holding will merge with and into the
Company (the "Merger"); and
WHEREAS, pursuant to the Merger Agreement, it is condition to Closing
(as that term is defined in the Merger Agreement) that the Company issue
455,500 Company Warrants (as that term is defined in the Merger Agreement) to
Access in exchange for the consideration hereinafter set forth and that this
Management Termination Agreement be in full force and effect.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Sub, Access and the Company
hereby agree as follows:
1. TERMINATION OF AGREEMENT. In consideration for the Company Warrants to
be issued to Access, subject to the consummation of the Merger and effective
as of the Closing Date (as such term is defined in the Management Agreement),
Access hereby agrees that the Management Agreement attached hereto as EXHIBIT
A is terminated and shall be of no further force and effect. In the event
that the Merger does not occur, the Management Agreement shall remain in full
force and effect, and this Management Termination Agreement shall have no
effect.
2. ISSUANCE OF WARRANTS. In consideration for termination of the
Management Agreement set forth above, upon the consummation of the Merger,
the Company hereby agrees to issue to Access 455,500 Company Warrants.
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IN WITNESS WHEREOF, this Management Termination Agreement has been
executed as a sealed instrument as of the date first set forth above by Sub,
Access and the Company.
HIT OR MISS INC.
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By:
Title:
ACCESS INDUSTRIES, L.L.C.
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By:
Title:
GANTOS, INC.
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By:
Title:
EXHIBIT A
Management Agreement
