EXHIBIT (H) September 23, 1999 TERMINATION OF NON-COMPETITION AGREEMENT Parties: GLOBAL SPORTS, INC., - ------- a Delaware corporation (the "Company") 555 S. Henderson Road King of Prussia, PA 19406 U.S.A. DMJ FINANCIAL, INC., a Barbados limited company ("DMJ") Royal Bank of Canada (Caribbean) Corporation 2/nd/ Floor, Building #2 Chelston Park Collymore, St. Michael, Barbados JAMES J. SALTER, an individual ("Salter") 277 Glencairn Avenue Toronto, Ontario M5N 1T8 Canada KENNETH J. FINKELSTEIN, an individual ("Finkelstein") 25 Brandy Court Toronto, Ontario M3B 3L3 Canada Date: ______________________, __________ - ---- Background: Global, U.S. Acquisition Co. ("U.S. Co."), Canadian Acquisition Co. - ---------- ("Canadian Co."), DMJ, Salter and Finkelstein are parties to an Acquisition Agreement, dated as of September 24, 1999 (the "Acquisition Agreement"), pursuant to which (i) U.S. Co. acquired all of the issued and outstanding shares of capital stock of Gen-X Holdings Inc., a Washington corporation, in exchange for, among other things: (a) a cash payment in the amount of Six Million Forty Thousand Dollars ($6,040,000); (b) a promissory note in the principal amount of Five Million Dollars ($5,000,000); and (c) the assumption of Global's non- negotiable subordinated notes in the original aggregate principal amount of Three Million Nine Hundred Sixty Thousand Dollars ($3,960,000) payable to Gen-X Holdings, dated as of the Closing Date, together with all accrued and unpaid interest thereon, and (ii) Canadian Co. acquired all of the issued and outstanding shares of capital stock of Gen-X Equipment Inc., an Ontario corporation, in exchange for, among other things, a promissory note (the in the principal amount of Five Million Dollars ($5,000,000). As a condition to the consummation of the transactions contemplated by the Acquisition Agreement, the Company has agreed to waive DMJ, Salter and Finkelstein's compliance, subject to the terms and conditions contained herein, with certain of the provisions of the Non-Competition Agreement, dated May 12, 1998, among the Company, DMJ, Salter and Finkelstein (the "Non-Competition Agreement"). Any capitalized terms not defined herein shall have the meaning ascribed to such terms in the Acquisition Agreement. INTENDING TO BE LEGALLY BOUND, and in consideration of the mutual agreements stated below and in the Acquisition Agreement, the parties hereby agree as follows: 1. Termination of Non-Competition Agreement. Effective as of the date ---------------------------------------- hereof, the Non-Competition Agreement is hereby terminated and of no further force or effect. 2. Miscellaneous. ------------- (a) Notices. All notices, consents or other communications required ------- or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given (i) when delivered personally, (ii) three business days after being mailed by first class certified mail, return receipt requested, postage prepaid, or (iii) one business day after being sent by a reputable overnight delivery service, postage or delivery charges prepaid, to the parties at their respective addresses stated on the first page of this Agreement. Notices may also be given by prepaid telegram or facsimile and shall be effective on the date transmitted if confirmed within 24 hours thereafter by a signed original sent in the manner provided in the preceding sentence. A copy of each notice to DMJ, Salter or Finkelstein shall be simultaneously sent to Borden & Elliot, Scotia Plaza, 40 King Street West, Toronto, Ontario M5H 3Y4, Canada, Attn: Daniel F. Hirsh. A copy of each notice to the Company shall be simultaneously sent to: Blank Rome Comisky & McCauley LLP, One Logan Square, Philadelphia, Pennsylvania 19103, Attn: Francis E. Dehel, Esquire. Any party may change its address for notice and the address to which copies must be sent by giving notice of the new addresses to the other parties in accordance with this Section 2(a), except that any such change of address notice shall not be effective unless and until received. (b) Amendment. This Agreement may be amended, modified or --------- supplemented by the parties hereto, provided that any such amendment, modification or supplement shall be in writing and signed by the each of the parties hereto. (c) Waivers. No waiver with respect to this Agreement shall be ------- enforceable against DMJ, Salter or Finkelstein unless in writing and signed by DMJ, Salter or Finkelstein, as the case may be. No waiver with respect to this Agreement shall be enforceable against the Company unless in writing and signed by the Company. Except as otherwise expressly provided herein, no failure to exercise, delay in exercising, or single or partial exercise of any right, power or remedy by any party, and no course of dealing between or among any of the parties, shall constitute a waiver of, or shall preclude any other or further exercise or further exercise of the same or any other right, power or remedy. (d) Entire Understanding. This Agreement states the entire -------------------- understanding among the parties with respect to the subject matter hereof, and supersede all prior oral and written communications and agreements, and all contemporaneous oral communications and agreements, with respect to the subject matter hereof. -2- (e) Parties in Interest. This Agreement shall bind, benefit, and be ------------------- enforceable by and against each party hereto and its successors and assigns. None of the parties shall in any manner assign any of their rights or obligations under this Agreement except with the express prior written consent of the other parties. (f) Severability. If any provision of this Agreement is construed to ------------ be invalid, illegal or unenforceable, then the remaining provisions hereof shall not be affected thereby and shall be enforceable without regard thereto. (g) Counterparts. This Agreement may be executed in any number of ------------ counterparts, each of which when so executed and delivered shall constitute an original hereof, and it shall not be necessary in making proof of this Agreement to produce or account for more than one original counterpart hereof. (h) Section Headings. The section and subsection headings in this ---------------- Agreement are for convenience of reference only, do not constitute a part of this Agreement, and shall not affect its interpretation. (i) References. All words used in this Agreement shall be construed ---------- to be of such number and gender as the context requires or permits. Unless a particular context clearly provides otherwise, the words "hereof" and "hereunder" and similar references refer to this Agreement in its entirety and not to any specific section or subsection hereof. (j) Controlling Law. THIS AGREEMENT IS MADE UNDER, AND SHALL BE --------------- CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW. (k) Jurisdiction and Process. Each of the parties (i) irrevocably ------------------------ consents to the exclusive jurisdiction of the Courts of Common Pleas of Montgomery County, Pennsylvania, or the United States District Court for the Eastern District of Pennsylvania, in any and all actions between or among any of the parties, whether arising hereunder or otherwise, (ii) irrevocably waives its right to trial by jury in any such action, and (iii) irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 2(a). In any and all actions between or among any of the parties, whether arising hereunder or otherwise, the prevailing party or parties shall be entitled to recover their reasonable attorneys' fees and legal expenses from the other party or parties. (l) No Third Party Beneficiaries. No provision of this Agreement is ---------------------------- intended to or shall be construed to grant or confer any right to enforce this Agreement, or any remedy for breach of this Agreement, to or upon any Person other than the parties hereto, including, but not limited to, any customer, prospect, supplier, employee, contractor, salesman, agent or representative of any of the parties hereto. -3- IN WITNESS WHEREOF, the parties have executed this Termination of Non- Competition Agreement as of the date first above written. GLOBAL SPORTS, INC. DMJ FINANCIAL, INC. By: _______________________________ By: _______________________________ Name: Name: Title: Title: ___________________________________ ___________________________________ KENNETH J. FINKELSTEIN JAMES J. SALTER -4-