0000950117-02-003114 Sample Contracts

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G+G RETAIL, INC. 520 Eighth Avenue New York, NY 10018
G&g Retail Inc • December 16th, 2002 • Retail-women's clothing stores

As contemplated by Section 4.8 of that certain Stockholders Agreement, dated August 28, 1998, among G&G Retail Holdings, Inc. ("Holdings"), Pegasus G&G Retail, L.P., Pegasus Partners, L.P., Pegasus Related Partners, L.P., Jay Galin, Scott Galin and other management stockholders of Holdings set forth on Schedule 1 thereto, we have agreed that Pegasus Investors, L.P. ("Pegasus") will provide consulting services to G+G Retail, Inc. ("G+G") including (a) strategic planning, (b) identification of financing, acquisition and divestiture opportunities, (c) assistance with respect to matters of cash management, treasury and financial controls, and (d) other financial matters in which Pegasus has expertise, in each case as the management of G+G may reasonably request from time to time. As compensation for such services, G+G will pay to Pegasus an annual fee of $500,000 (the "Annual Consulting Fee") for the calendar year 2002 and for each calendar year thereafter. Subject to the following paragra

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