MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding ("MOU") sets forth the terms of and shall constitute an agreement among
Giant Group, Ltd. ("Giant"), Periscope Sportswear, Inc. ("Periscope"), David Gotterer (collectively,
"Defendants"), and Glenn Sands ("Sands"), which includes a settlement of the lawsuit styled Sands v. Giant
Group, Ltd., et al. No. 00 Civ. 3472 (the "Action"). This MOU shall constitute a binding agreement of the
parties. This MOU will later be superseded by more definitive documentation, including a formal settlement
agreement ("Settlement Documents").
A. Consideration to Sands:
1. Effective upon the closing of the settlement contemplated herein (the "Closing"), Defendants agree to withdraw
their injunctive claims asserted in the Action and Sands' employment agreement with Periscope shall be deemed
null and void; provided, however, that Sands agrees not to hire any Periscope employees and not to reveal or
cause to be revealed any or all of Periscope's trade secrets or other confidential business information, including
without limitation, its customer lists, supplier lists, pricing information and margin information.
2. Effective upon the Closing, Defendants agree to extinguish any outstanding loans owed to them by Sands.
3. Within three business days of the Closing, Defendants will file a stipulation of dismissal of their counterclaims in
the Action without prejudice.
4. Giant and Periscope will represent in the Settlement Documents that they have no present intention to sue
Sands in the future for any claims asserted in the Action; provided, however, that such representation will not
extend to claims not asserted in the Action and that Defendants reserve all rights they may have to assert any and
all claims against any third parties, irrespective of whether asserted against Sands in the Action.
B. Consideration to Defendants:
1. Effective upon the Closing, Sands will give a general release to Defendants and their officers, directo