EXHIBIT (d)(4) TO
SCHDEDULE 13E-3
AGREEMENT AS TO
CANCELLATION OF STOCK OPTION
The undersigned is the holder of an option (the "Option") issued
pursuant to the Janus Hotels and Resorts, Inc. ("Janus") Directors Stock Option
Plan to acquire 15,000 shares of the common stock of Janus at an exercise price
of $1.50 per share. The undersigned is also the holder of Stock Appreciation
Rights ("SARs") with respect to Janus common stock at an exercise price of $2.48
per share.
The undersigned acknowledges that the Board of Directors of Janus has
approved an Agreement and Plan of Merger (the "Merger Agreement") by and between
Janus and Janus Acquisition, Inc. ("Acquisition"), which provides for the merger
of Janus with and into Acquisition and the payment to holders of Janus common
stock (other than holders affiliated with Acquisition) of $0.65 per share.
The undersigned hereby agrees to the cancellation of the Option and the
SARs effective upon the closing of the merger contemplated by the Merger
Agreement and the undersigned waives any interest in Acquisition as a result of
such cancellation.
Dated: July 28, 2003 /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
