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EXHIBIT 4.2
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ASSUMPTION AGREEMENT
THIS ASSUMPTION AGREEMENT (the "Assumption Agreement") is furnished by
THE MAXIM GROUP, INC., a Delaware corporation ("Maxim"), to IMAGE INDUSTRIES,
INC., a Delaware corporation ("Image"), pursuant to Section 3.1(e) of that
certain Agreement and Plan of Reorganization, dated as of May 31, 1996, between
Maxim, TMG-II Merger, Inc., a Delaware corporation, and Image (the "Agreement").
1. In accordance with the provisions of Section 3.1(e) of the Agreement,
Maxim, for itself, its successors and assigns, hereby assumes all of those
certain obligations of Image under that certain Plan and Agreement of Conversion
(the "Conversion Agreement"), dated July 30, 1993, among Image and certain
optionholders thereof, to the optionholders parties to such Conversion Agreement
(the "Assumed Obligations").
2. The undertakings of Maxim referred to in this Assumption Agreement
shall not in any way limit Maxim's right of recourse as set forth in the
Agreement for any breach of the covenants, representations or warranties of
Image contained therein. The assumption by Maxim of the Assumed Obligations
contained herein shall not enlarge any rights or remedies of any third parties
under any contracts or arrangements with Image. Nothing herein shall prevent
Maxim from contesting with a third party in good faith any of the Assumed
Obligations.
IN WITNESS WHEREOF, Maxim has caused this Assumption Agreement to be
executed and delivered under seal as of the 30th day of August, 1996.
THE MAXIM GROUP, INC.
By: /s/ X. X. Xxxxxx
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X. X. Xxxxxx, President
