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                                   EXHIBIT 2.1

                            STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement is made this day of July 22, 1999

BETWEEN:

1.     Mr. THIERRY CIVETTA, a French national, born in Paris, France, on
       December 1956 residing at Le Fouillage, 24460 chateau l'Eveque, ,

       acting in his capacity of:

       shareholder of Fargeot et Compagnie, and

       legal owner of 2500 shares in Escapade, a corporation with share capital
       of FF 250,000, having its registered office at Le Petit Gue, 24800
       Nantheuil de Thiviers, registered with the Trade and Company Registry of
       Perigueux under number 384 486 601, (hereinafter referred to as
       "Escapade").

2.     Mr. MICHEL FARGEOT, a French national, born in Perigueux, France, on
       March 25, 1957, residing at Chemin des Penassoux, 24800 Thiviers,

       acting in his capacity of:

       legal owner of 76 shares in Fargeot et Compagnie, a French Societe
       Anonyme with share capital of FF 2,000,000, having its registered office
       at Le Petit Gue - Nantheuil de Thiviers, 24800 Thiviers, registered with
       the Trade and Company Registry of Perigueux under number 681 980 165,
       (hereinafter referred to as "Fargeot et Compagnie").

3.     FCPR COUNTY NATWEST VENTURE FRANCE, a French venture capital fund (fonds
       commun de placement a risque; Law of December 23, 1988) located at 9, rue
       Phalsbourg, 75017 Paris, whose management company is Natwest Equity
       Partners, a French Societe Anonyme with share capital of FF 3,000,000,
       having its registered office at 9, rue de Phalsbourg, 75017 Paris,
       registered with the Trade and Company Registry of Paris under number 380
       223 313, itself represented by Mr. Pierre Olivier Barennes, duly
       authorized for the purpose of this Agreement pursuant to the Power of
       Attorney attached hereto as Schedule (1).

       acting in its capacity of:

       legal owner of 451 shares in Fargeot et Compagnie.

4.     SCA CAPITAL PRIVE-INVESTISSEMENTS, a French Societe en commandite par
       actions with share capital of FF 28,500,000, having its registered office
       at 9, rue de Phalsbourg, 75017 Paris, registered with the Trade and
       Companies Registry of Paris under number 353 005 580, represented by its
       management Company, Capital Prive, a French Societe Anonyme with share
       capital of FF 1,000,000, having its registered office at 9, rue de
       Phalsbourg, 75017 Paris, registered with the Trade and Companies Registry
       of Paris under number 353 985 683, itself represented by Mr. Pierre
       Olivier Barennes, duly authorized for the purpose of this Agreement
       pursuant to the Power of Attorney attached hereto as Schedule (1).

       acting in its capacity of:


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       owner of 451 shares of Fargeot et Compagnie.

5.     HOCHE INVESTISSEMENTS, a French Societe Anonyme with share capital of FF
       250,000, having its registered office at 9, rue de Phalsbourg, 75017
       Paris, registered with the Trade and Company Registry of Paris under
       number 381 078 195, represented by Mr. Pierre Olivier Barennes, duly
       authorized for the purpose of this Agreement pursuant to the Power of
       Attorney dated July 19, 1999 attached hereto as Schedule (1).

       acting in its capacity of:

       legal owner of 1 share in Fargeot et Compagnie.

6.     SA CAPITAL PRIVE, a French Societe Anonyme with share capital of FF
       1,000,000, having its registered office at 9, rue de Phalsbourg, 75017
       Paris, registered with the Trade and Company Registry of Paris under
       number 352 985 683, represented by Mr. Pierre Olivier Barennes, duly
       authorized for the purpose of this Agreement pursuant to the Power of
       Attorney dated July 19, 1999 attached hereto as Schedule (1).

       acting in its capacity of:

       legal owner of 1 share in Fargeot et Compagnie.

Hereinafter collectively referred to as "the Sellers"

                                                      PARTIES OF THE FIRST PART,

AND

1.     RG BARRY CORPORATION, a United-States corporation incorporated under the
       laws of the State of OHIO, having its registered office at 13405 Yarmouth
       Rd. NW, Pickerington, Ohio, 43147, USA (hereinafter referred to as "RG
       Barry"), represented by Mr. Yves Gaget, duly authorized for the purpose
       of this Agreement pursuant to the corporate resolution and power of
       attorney attached hereto as Schedules (5) and (6).

2.     ESCAPADE, a French Societe Anonyme with share capital of FF 250,000,
       having its registered office at Le Petit Gue, 24800 Nantheuil de
       Thiviers, registered with the Trade and Company Registry of Perigueux
       under number 384 486 601, represented by M. Thierry Civetta, duly
       authorized for the purpose of this Agreement pursuant to the decision of
       the Board of Directors attached hereto as Schedule (3).

Hereinafter collectively referred to as the "Purchasers".

                                                      PARTIES OF THE SECOND PART

The Sellers and the Buyers being collectively referred to hereinafter as the
"Parties".

WHEREAS

Mr. Thierry Civetta holds 100% of the shares of Escapade (hereinafter "Escapade
Shares").


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The Natwest Group and Mr. Michel Fargeot hold collectively 49% of the share
capital of Fargeot et Compagnie, which in turn holds 100% of the share capital
of Michel Fargeot SA, the major operating company of the Fargeot group, located
in Thiviers.

The Purchasers have decided to acquire the shares in Fargeot et Compagnie under
the terms and conditions hereinafter set forth.

NOW, THEREFORE, IN CONSIDERATION OF THE REPRESENTATIONS, WARRANTIES, COVENANTS
AND AGREEMENTS SET FORTH HEREIN, THE PARTIES HERETO AGREE AS FOLLOWS :

ARTICLE 1 - DEFINITIONS AND INTERPRETATION

In this Agreement, the following words and expressions bear the following
meanings:

"Bank guarantee"           means the bank guarantee attached hereto as Schedule
                           4 as well as the commitments provided for in this
                           guarantee within the scope of this Agreement and
                           referred to in articles 8 and 10 hereafter.

"Closing"                  means the completion of the sale of the Fargeot et
                           Compagnie Shares(as defined in article 2 hereto), the
                           sale of Escapade Shares (as defined in article 3
                           hereto), and the signature and/or the provision of
                           all and any such necessary and/or related documents
                           as referred to in articles 12 and 13 of this
                           Agreement.

"Balance Sheet Date"       means April 30, 1999 for Fargeot et Compagnie, and
                           February 28, 1999 for Escapade.

"Closing Date"             means the date hereof.

"Financial Statements"     means (i) the balance sheet, income statement and
                           notes of Escapade, Fargeot et Compagnie and Michel
                           Fargeot SA as of the Balance Sheet Date, as audited
                           by the statutory auditors and approved by the
                           shareholders in a meeting held on June 30, 1999 by
                           each of said companies.

"Guarantees"               means the representations, warranties, guarantees,
                           statements, commitments and obligations made or taken
                           by Mr. Thierry Civetta and provided for in articles 5
                           to 9 of this Agreement.

"Natwest Group"            means the group of companies formed by FCPR county
                           Natwest Venture France, SCA Capital
                           Prive-Investissements Hoche Investissements and
                           Capital Prive.

"Shareholders' Agreement"  means the agreement entered into between Mr. Thierry
                           Civetta, RG Barry and RG Barry France on the date
                           hereof.

"Purchase price"           shall have the meaning defined in article 4 of this
                           Agreement.

"RG Barry France"          means RG Barry France Holdings, Inc., a company of


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                           the RG Barry group, grantor of a loan of FF
                           11,536,780 to Escapade referred to in article 4.1,
                           pursuant to a loan agreement with Escapade referred
                           to in articles 12 and 13.4 and attached hereto as
                           Schedule (6).

"The Companies"
or "Fargeot Group"         means the group of companies formed by Escapade,
                           Fargeot et Compagnie SA and Michel Fargeot SA.

ARTICLE 2 - SALE AND PURCHASE OF SHARES OF FARGEOT ET COMPAGNIE SA

2.1    Upon the terms and conditions set forth in this Agreement, the Natwest
       Group and Mr. Michel Fargeot agree to sell to Escapade, and Escapade
       agrees to acquire from the Natwest Group and Mr. Michel Fargeot, nine
       hundred eighty (980) shares representing 49% of the capital stock of
       Fargeot et Compagnie, together with the rights, title or interests
       attached thereto (hereinafter the "Fargeot et Compagnie Shares").

2.2    Except only as provided for in article 5(2.8) hereof, the beneficial
       right to the Fargeot et Compagnie Shares, including without limitation,
       dividends, profits, stock split, stock options, or the like, shall be
       vested in Escapade on the Closing Date.

2.3    The transfer of the Fargeot et Compagnie Shares shall be completed on the
       Closing Date, in accordance with the conditions set forth in articles 3
       and 4.1 hereof, and in the offices of Simmons & Simmons, 68 rue du
       Faubourg Saint Honore, or at such other time and location as may be
       mutually agreed in writing by the Parties.

ARTICLE 3 - SALE AND PURCHASE OF ESCAPADE SHARES

3.1    Prior to the transfer of the Fargeot et Compagnie Shares, Mr. Thierry
       Civetta agrees to sell to RG Barry, and RG Barry agrees to acquire from
       Mr. Thierry Civetta, under the terms and conditions provided for herein,
       one-thousand nine-hundred and ninety-five (1995) Escapade Shares.

3.2    The beneficial right attached to the Fargeot et Compagnie Shares,
       including without limitation, dividends, profits, stock splits, stock
       options, or the like, shall be the vested in Escapade on the Closing
       Date.

3.3    The transfer of Escapade shares shall be completed on the Closing Date,
       only subject to the limit set forth in article 5(2.8) hereof, in the
       offices of Simmons & Simmons, 68 rue du Faubourg Saint Honore, or at such
       other time and location as mutually agreed in writing by the Parties.

ARTICLE 4 - PURCHASE PRICE AND MEANS OF PAYMENT

4.1    The sale of Fargeot et Compagnie Shares set out to in article 2 hereof is
       agreed for the total price of FF 14,770,780 to be paid to the Natwest
       Group and to Mr. Michel Fargeot by Escapade on the Closing Date as
       follows:

     - FF 1,145,489.06 to Mr. Michel Fargeot for 76 Fargeot et Compagnie Shares;

     - FF 6,797,573.25 to FCPR County Natwest Venture for 451 Fargeot et
       Compagnie Shares;

     - FF 6,797,573.25 to SCA Capital Prive-Investissements for 451 Fargeot et
       Companies Shares.


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     - FF 15,072.22 to Hoche Investissements for 1 Fargeot et Compagnie Share;

     - FF 15,072.22 to SA Capital Prive for 1 Fargeot et Compagnie Share;

     Escapade shall pay the Sellers the purchase price of the Fargeot et
       Compagnie Shares by bank checks.

       The initial financing of the Purchase Price for the Fargeot et Compagnie
       Shares by Escapade is made through a current account advance made by Mr.
       Thierry Civetta, under the terms and conditions of the shareholder's
       current account agreement (hereinafter "SCA") attached hereto as Schedule
       (5), as well as through a loan granted by RG Barry France to Escapade
       attached hereto as Schedule (6), broken down as follows:

     - loan from RG Barry France of         FF  11,536,780
     - SCA advance Mr. Thierry Civetta of   FF   3,234,000
                                            --------------
                  Total                     FF  14,770,780

       The ultimate financing of the Purchase Price of the Fargeot et Compagnie
       shares will be made through a bank loan to be negotiated and obtained by
       Escapade in accordance with the terms and conditions of the Shareholders'
       Agreement entered into between Mr. Thierry Civetta, RG Barry and RG Barry
       France.

4.2    The sale of Escapade Shares referred to in article 3 hereof, is agreed
       for the total price of FF 14,863,220 to be paid in cash to Mr. Thierry
       Civetta by RG Barry on the Closing Date. Pursuant to Mr. Thierry
       Civetta's instructions, FF 11,629,220 of this total price shall be
       credited to account number 20112400001 opened by Mr. Thierry Civetta's at
       Credit Suisse Hottinguer's agency (Bank Code: 18169; branch code 0001)
       located at 38 rue de Provence, 75009 Paris, France, and FF 3,234,000
       shall be credited to account number 20112500001 opened by Escapade with
       said branch; the latter amount represents the current account advance
       referred to in Article 4.1. Moreover, the loan of FF 11,536,780 from RG
       Barry France shall be made available on the Closing Date through a
       deposit by RG Barry to Escapade's above-mentioned account.

ARTICLE 5 - REPRESENTATIONS AND WARRANTIES OF MR. THIERRY CIVETTA

In entering into this Agreement and all the commitments resulting herefrom, RG
Barry and RG Barry France have relied upon Mr. Thierry Civetta's representations
and warranties, the accuracy of which is determinative, and has induced them to
enter into this Agreement.

Mr. Thierry Civetta warrants that he has not delegated any powers to anyone
within the Companies which would void or render ineffective the representations
and warranties.

Mr. Thierry Civetta certifies that the following representations and warranties
are exhaustive, sincere and accurate.

5.1    With respect to himself and the Escapade Shares, Mr. Thierry Civetta
       represents on the Closing Date and warrants as follows:


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       5.1.1      Absence of violation

                  The entering into of this Agreement and the other agreements
                  and instruments to be executed by Mr. Civetta pursuant to this
                  Agreement, and the performance of the transactions
                  contemplated hereby or thereby will not constitute (i) any
                  violation whatsoever, or cause a default under or breach of
                  any judgment, order or decree applicable to him, or (ii)
                  non-compliance with or breach of any undertaking, covenant,
                  agreement or other instrument to which he is a party or by
                  which he or his property is bound.

       5.1.2      Compliance with legal and regulatory provisions

                  Approval, authorization of, declaration to, or filing with,
                  any governmental authority or other regulatory body or third
                  party is not required to be obtained by Mr. Thierry Civetta in
                  connection with the execution and validity of this Agreement
                  and of the other agreements and instruments to be executed by
                  him pursuant hereto, and the performance of the transactions
                  contemplated hereby and thereby.

       5.1.3      Litigation

                  There is no action, suit or proceeding pending nor, to his
                  knowledge, threatened against or affecting him in any court or
                  before any governmental agency or authority which would
                  materially and adversely affect the performance of his
                  obligations under this Agreement and the other agreements and
                  instruments to be executed by him pursuant hereto.

       5.1.4      Share capital and allocation of Escapade Shares

                  Mr. Thierry Civetta has full ownership of the Escapade Shares
                  and full power and capacity to dispose thereof. The Escapade
                  Shares are validly issued and fully paid-up and represent 100
                  % of the share capital of Escapade; they are not subject to
                  any pledge, encumbrance or security interest whatsoever or any
                  promise or right of first refusal or similar right granted to
                  any third party.

                  Moreover, Mr. Thierry Civetta has not entered into any
                  contract or agreement relating to the Escapade Shares, other
                  than this Agreement, the purpose or effect of which, directly
                  or indirectly, would affect in any way the unrestricted
                  ownership, transferability or value of all or part of the
                  Escapade Shares.

       5.1.5      Law applicable to the sale of Escapade Shares

                  The sale of the Shares in accordance with the provisions of
                  this Agreement is valid under French law.

       5.1.6      Accuracy of agreements and documents transmitted

                  The agreements and other documents attached hereto as
                  Schedules 7 to 19 hereof are copies of originals held by the
                  Company and are therefore true and accurate in all respects.

5.2    With respect to the Companies, Mr. Thierry Civetta represents and
       warrants as follows:


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       5.2.1      Capacity of the Companies

                  Each Company is duly organized as a Societe Anonyme and
                  validly existing under French law.

                  The Companies have full power and authority to engage in their
                  business, as it is presently conducted, and to manage and
                  dispose of their property and assets. They have obtained any
                  and all rights, authorizations, licenses, or permits required
                  to engage in such businesses and have complied with all
                  statutory and regulatory obligations relating thereto.

       5.2.2      Corporate authorization

                  The execution and provision of the agreements and instruments
                  to be executed by the Companies pursuant to this Agreement,
                  and the performance of the transactions contemplated thereby
                  have been duly authorized and no further corporate
                  authorization is necessary on their part. The agreements and
                  instruments to be executed by the Companies pursuant to this
                  Agreement will be legally binding on and enforceable against
                  them in accordance with their respective terms.

       5.2.3      Absence of violation

                  The entering into the agreements and instruments to be
                  executed by the Companies pursuant to this Agreement, and the
                  performance of the transactions contemplated thereby will not
                  violate, or cause a default under or a breach of (i) each
                  Company's by-laws, (ii) any judgment, order or decree
                  applicable to it, or (iii) any undertaking, covenant,
                  agreement or other instrument to which the Companies are
                  parties or by which themselves or their property are bound.

       5.2.4      Compliance

                  No consent, approval, authorization of, or declaration to or
                  filing with, any governmental authority or other regulatory
                  body or any third party is required to be obtained by the
                  Companies in connection with the agreements and instruments to
                  be executed by them pursuant to this Agreement, and the
                  performance of the transactions contemplated thereby.

       5.2.5      Trade and Company Registry and Corporate Registers

                  The Certificate of Incorporation and by-laws of the Companies,
                  as of the date hereof, are attached hereto as Schedule (7) and
                  are complete as of the date hereof.

                  The corporate records of the Companies including, but not
                  limited to, minutes of the Board of Directors' Meetings,
                  minutes of the Shareholders' Meetings, the registry of
                  transfers of shares and shareholders' accounts are complete,
                  accurate and kept in accordance with applicable laws.

       5.2.6      Share capital

                  The share capital of the Companies has been fully paid up, and
                  no other securities, bonds, options, warrants or other rights
                  giving access to the share capital have been issued by any of
                  the Companies since April 30, 1999, it being specified that
                  Escapade's share capital was increased from FF 50,000 to


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                  FF 250,000 upon its transformation into a Societe Anonyme.

       5.2.7      Dividends

                  With the exception of the distribution of dividends of FF
                  4,000,000 referred to below, of Mr. Thierry Civetta's
                  exceptional bonus of FF 396,000 attributed by Escapade's
                  general shareholders' meeting pursuant to a decision dated
                  June 28, 1999, and of the exceptional bonus of FF 1,000,000
                  attributed to Mr. Thierry Civetta by the directors of Fargeot
                  et Compagnie pursuant to a decision dated April 28, 1999, no
                  distribution or payment of any kind whatsoever to the
                  shareholders has been declared or made by the Companies since
                  April 30, 1999. A certified copy of the minutes of the
                  shareholders' meeting of each the Companies held on April 30,
                  1999 for the purpose of approving the 1998/1999 accounts is
                  attached hereto as Schedule (8).

                  Notwithstanding the above stipulations, the Parties agree that
                  the distribution of dividends of FF 2,040,000 received by
                  Escapade further to the dividend distribution of FF 4,000,000
                  (FF 1,960,000 of which was distributed to the Natwest Group)
                  decided upon by the general shareholders' meeting of Fargeot
                  et Compagnie held on June 30, 1999 shall be dedicated to the
                  repayment of Escapade's outstanding bank debt.

       5.2.8      Shareholding

                  The Companies have no shareholding interest or other interest
                  in any legal entity, partnership or other entity of any form
                  whatsoever and are not members of any group or association
                  whatsoever.

                  The Companies are no longer liable towards any third party or
                  governmental or local authorities and agencies, with respect
                  to the acquisition, holding or transfer of (i) any
                  shareholding interest previously held by the Companies in any
                  legal entities, partnerships or other entities or (ii) any of
                  their assets.

       5.2.9      Financial Statements

                  The Financial Statements attached hereto as Exhibit (9) are
                  complete, sincere, duly filed and published every year on due
                  date, and fairly reflect the assets and liabilities of the
                  Companies as of the Balance Sheet Date. The Financial
                  Statements have been prepared in accordance with generally
                  accepted accounting principles in France. Since the Balance
                  Sheet Date until the Closing Date, no event has occurred
                  which, if then known, would have led to any substantial change
                  in the financial position, the operating results or the
                  activities of the Companies or the amount attributed to any
                  item in the Financial Statements at that date or which would
                  have resulted in the making of additional reserves or
                  provisions.

                  Customer receivables, accounts receivables and credits
                  recorded in the Financial Statements and existing as of the
                  Balance Sheet Date have arisen out of valid transactions
                  conducted and performed in good faith, are not affected by any
                  dispute, objection, claim, challenge or set-off and are duly
                  receivable.

                  They shall be paid punctually when due, except those for which
                  a suitable provision for bad debt has been made in the
                  Financial Statements.


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                  There are, as of the Balance Sheet Date, no liabilities, fixed
                  or contingent, likely to generate in the future any liability
                  or claim, except those recorded or adequately provided for in
                  the Financial Statements.

       5.2.10     Assets

                  The Companies have good and marketable title to and rightful
                  possession of all of the assets reflected in the Financial
                  Statements delivered to RG Barry, free and clear of any and
                  all mortgages, liens, pledges, privileges, claims, rights,
                  charges, encumbrances and security interests of whatsoever
                  kind or nature except only those liens or liabilities
                  disclosed in Schedule (10) hereto.

                  It is hereby specified that Mr. Thierry Civetta does make any
                  guarantees regarding the operational condition of the
                  Companies' material and equipment.

       5.2.11     Contracts

                  Mr. Thierry Civetta represents that all the copies of the
                  contracts provided and attached hereto as Schedule (11) to
                  which the Companies are parties are true, complete and include
                  the following:

                  (i)    profit sharing agreements or plans maintained or
                         sponsored by or on behalf of the Companies or to which
                         the Companies contribute;
                  (ii)   employment contracts to which the Companies are parties
                         or by which they are bound;
                  (iii)  agency, sales, wholesaling, distributorship or similar
                         agreements or contracts;
                  (iv)   loan agreements or letters of credit;
                  (v)    real property leases (commercial lease and short term
                         lease);
                  (vi)   mortgages;
                  (vii)  sales commitments to, or contracts or agreements with,
                         any customer;
                  (viii) license, authority or permit granted by the Companies
                         to any person or entity;
                  (ix)   contracts or agreements to which the Companies are
                         parties or by which the Companies are bound, which
                         reasonably may be expected to involve future financial
                         obligations or benefits in excess of FF 50,000 within
                         any one calendar year;

                  For each of the Companies when concerned, each of the
                  Contracts is in accordance with the applicable law in force.

                  There is no existing default, or event or condition which,
                  with or without the giving of notice or the passage of time,
                  or both, would constitute an event of default by the Companies
                  or any other party thereto under any of the Contracts.

                  No party to any of the Contracts has given the Companies any
                  notice of default or termination, and there exists no basis
                  for termination under the terms of any of said contracts as of
                  the date hereof or as a result of the transactions provided
                  for in this Agreement. Furthermore, the Companies have not
                  waived any material right under or with respect to any of the
                  Contracts. The Companies are not bound by any agreement or
                  arrangement to sell or provide goods or services at prices
                  below the prevailing market prices therefore. As chairman of
                  the board of directors or manager of the Companies, Mr.
                  Thierry Civetta has not received from customers any notice
                  indicating that any of the


<PAGE>   10


                  customers of or suppliers to the Company will terminate or
                  materially change their business relationship with the
                  Companies for any reason whatsoever.

       5.2.12     Intellectual property

                  Attached hereto as Schedule (12), is a true and complete list
                  of all models and designs, trademarks, trade names and all
                  registrations or applications with respect thereto, and all
                  licenses or rights the same which are presently or which have
                  been, owned or used by the Companies (collectively the
                  "Intellectual Property Rights").

                  The Companies own or hold all of the rights necessary to use
                  the Intellectual Property Rights.

                  None of the products manufactured or processes used by the
                  Companies, nor any of the Companies' trademarks, patents or
                  name, constitute a counterfeit or unfair competition.

                  To Mr. Thierry Civetta's knowledge, the Companies have not
                  committed any act of unfair competition or of counterfeit
                  infringing on a trade secret or copyright belonging to any
                  person or entity.

                  Mr. Thierry Civetta does not provide any guarantee as to the
                  use by the Companies of the names "Pied Sensibles", "Grand
                  Confort", and "Confort Plus".

                  The Companies are not bound to pay any royalty or to make any
                  other payment with respect to any Intellectual Property Right.

                  To Mr. Thierry Civetta's knowledge, no person or entity is
                  producing, providing, selling or using products which infringe
                  on any of the Intellectual Property Rights, with the exception
                  of a dispute before the Tribunal de Grande Instance of La
                  Roche sur Yon as disclosed in a judgment attached hereto as
                  Schedule (12).

       5.2.14     Taxes - Social welfare contributions

                  The Companies have duly filed all required declarations,
                  returns and reports with the tax, customs and social security
                  authorities, in the manner provided for under applicable laws.

                  All taxes and duties due and payable by the Companies have
                  been fully paid on their due date or adequately been reserved
                  for in accordance with the accounting principles accepted in
                  France.

                  With the exceptions of a claim relating to VAT and amounting,
                  according to Mr. Thierry Civetta, to FF 115,000 and a claim
                  relating to custom nomenclature, there is no pending or
                  threatened claim, reassessment or dispute with respect to said
                  taxes and duties with the relevant authorities.

                  For the purposes of this clause 5.2.13, the terms "tax" and
                  "duty" shall refer, without limitation, to any direct or
                  indirect levies collected on behalf of the State or any local
                  authority, such as corporate income tax, value-added tax,
                  registration tax, customs duty and business tax and all social
                  welfare charges (including but not limited to charges on wages
                  or other benefits as well as social security, unemployment or
                  retirement charges) and to any penalties or late payment
                  interest relating thereto.


<PAGE>   11


       5.2.14     Bank accounts - Bank guarantees

                  All the bank accounts opened in the Companies' name are listed
                  in Schedule (13) attached hereto. Schedule (13) specifies the
                  authorized signatories, conditions for overdraft facilities
                  granted by each bank and conditions of remuneration of each
                  bank for the issuance of guarantees in favor of third parties
                  to secure the Companies' undertakings or liabilities.

                  None of the Companies is a party to any loan agreements,
                  whether as lender or borrower, or other financing arrangements
                  except for those listed in Schedule (13).

                  There are no guarantees or other security devices granted by
                  the Companies to the benefit of any bank or any other third
                  party except for those listed in Schedule (13).

       5.2.15     Agreements with Mr. Thierry Civetta

                  The Companies have not entered into any agreements, whether
                  oral or written, with Mr. Thierry Civetta which have not been
                  terminated on the date hereof.

       5.2.16     Real Estate - Environment - Health and Safety

                  (a)    The land and buildings owned by the Companies are
                         listed in Schedule (15) hereto.

                         The land and buildings owned by the Companies are free
                         and clear of any options, mortgages, liens, charges,
                         leases, conditions, claims, restrictions and other
                         encumbrances of any kind, and there exists no
                         restriction on the use, lease or transfer of such land
                         and buildings except as listed in Schedule (15).

                  (b)    With the exception of the storage premises leased in
                         Thiviers, the Companies do not rent or share land,
                         buildings, premises or other real property. With
                         respect to leased premises, the related lease
                         agreements are valid and enforceable, the rents or the
                         fees have been paid when due in accordance with the
                         terms of said agreements, and there exists no basis for
                         termination under the terms of any of said agreements
                         as of the date hereof. The rights to the leases are not
                         subject to any option or security interest.

                  (c)    With the exception of fibro-cement plates located in
                         the roofs of the buildings rented to, or owned by, the
                         Companies, the owners or tenants of the premises
                         occupied by the Companies have not indicated to them or
                         to Mr. Civetta whether said premises or the equipment
                         used as tenants by them contain asbestos. A report
                         drawn up by APAVE dated July 12, 1999 is attached
                         hereto in Schedule (15).

                  (d)    The Companies have complied with applicable laws,
                         regulations and orders issued by any authority or
                         agency relating to health and safety.

                         To Mr. Thierry Civetta's knowledge, there exists no
                         liability or claim, pending or threatened, in respect
                         thereof, whether such legislation or order is already
                         in force or is to be implemented in the foreseeable
                         future.


<PAGE>   12


                  (e)    To Mr. Thierry Civetta's knowledge in his capacity as
                         President and chairman of the Board of Directors
                         (President General) of the Companies, the Companies are
                         in full compliance with all environmental laws and
                         regulations and orders issued by any local or national
                         authorities, including, but not limited to, those
                         concerning land use and emissions to the air,
                         discharges to surface and subsurface waters and the
                         generation, handling, storage, transportation,
                         treatment and disposal of waste.

                         There exists no actual or potential environmental
                         responsibility or liability of the Companies.

       5.2.17     Human Resources

                  (a)    The list of employees attached hereto in Schedule (X)
                         gives complete and accurate details on the age,
                         seniority, position and gross remuneration of each of
                         the Companies' employees.

                         The employees have received in full all amounts payable
                         to them and benefit from all required social coverage
                         and insurance under their contracts as well as under
                         applicable legislation.

                  (b)    Copies of the employment contracts with employees
                         having a gross monthly remuneration exceeding FF 10,000
                         are attached in Schedule (16) hereto. All other
                         employment agreements, except where there is a
                         particular contractual stipulation otherwise, follow
                         the current employment agreement standard forms for the
                         various categories of personnel employed by the
                         Companies. These employment contracts and particular
                         stipulations are also attached in said Schedule (16).

                  (c)    Schedule (16) gives a full and accurate description of
                         all the direct or indirect benefits, profit-sharing
                         agreements, health insurance plans, bonus plans or
                         other agreements providing for any benefits in favor of
                         the employees, other than those provided for by laws
                         and regulations or the applicable collective bargaining
                         agreement.

                         To Mr. Thierry Civetta's knowledge, there exists no
                         claim nor potential conflict, whether individual or
                         collective, with respect to those matters.

                  (d)    All labor laws and regulations applicable to dismissal
                         procedures, payment of salaries, social security
                         charges and indemnities, use of temporary workers,
                         employees' disciplinary rules and procedures and
                         keeping of books, registers and records have been and
                         are complied with.

                         To Mr. Thierry Civetta's knowledge, there exists no
                         potential or actual collective or individual claims or
                         disputes with respect to those matters.

                  (e)    The Companies do not use the services of any
                         consultant, accountant or agent other than those listed
                         in Schedule (16) hereto and, accordingly, are not
                         required to pay any indemnification upon termination of
                         the agreements to provide services listed in said
                         Schedule other than the usual expenses and fees. Nor
                         are the Companies required to pay the social security
                         contributions attached to the services provided by the
                         consultants, accountants and other agents listed in
                         Schedule (16).


<PAGE>   13


                  (f)    There exists no agreement to provide services,
                         including agreements to use the services of any
                         consultant or other agent, whether written or oral,
                         which might be considered as labor contracts and
                         involve all consequences attached thereto such as those
                         relating to wages and social security contributions.

       5.2.18     Insurance

                  Listed in Schedule (17) hereto are the insurance policies
                  subscribed by the Companies such as the ones relating to
                  political risks which are covered by the Agences de Credit
                  Export (such as Coface).

                  Such policies provide insurance for the Companies' assets,
                  property, operations and staff in an adequate manner, and the
                  related premiums have been paid when due. The Companies are
                  not in breach of any of the terms and conditions of such
                  insurance policies, and have carried out all necessary
                  formalities for any loss or damage incurred, as of the date
                  hereof.

       5.2.19     Liabilities

                  Except as fully reflected in the Financial Statements, the
                  Companies do not have any : (i) debts, liabilities or
                  obligations of a nature required to be reflected or disclosed
                  in Financial Statements prepared in accordance with generally
                  accepted accounting principles; or (ii) other debts,
                  liabilities or obligations, whether accrued, absolute,
                  contingent or otherwise, whether due or become due, relating
                  to or arising out of any act, transaction, circumstance or
                  state of facts which occurred or existed on or before the
                  Balance Sheet Date.

                  Except as set forth in the Schedules and hereunder in Article
                  5.2.7, the Companies have not incurred any debts, liabilities
                  or obligations, whether accrued, absolute, contingent or
                  otherwise, whether due or become due, other than debts,
                  liabilities and obligations incurred in the ordinary course of
                  business, none of which were incurred in violation of this
                  Agreement.

       5.2.20     Litigation

                  (a)    To Mr. Thierry Civetta's knowledge and with the
                         exception set forth in Schedule (18) hereto, no
                         actions, disputes, claims or proceedings are pending or
                         threatened against the Companies in any court or before
                         any governmental agency or authority which would
                         materially and adversely affect the performance of the
                         Companies' obligations under the agreements and
                         instruments to be executed by it pursuant to this
                         Agreement.

                  (b)    No event has occurred, nor any omission noticed, which
                         is likely to give rise to any such action before any
                         court or governmental authority. Within the last three
                         years prior to the date hereof, the Companies have not
                         incurred any adverse judgment or governmental decision
                         which could affect the conduct of their business.

                         No actions, disputes, claims or proceedings are pending
                         or threatened against the Companies with respect to
                         products delivered.


<PAGE>   14


       5.2.21     Compliance with contracts, laws and regulations

                  The Companies have validly entered into the contracts to which
                  they are parties and have complied with their obligations
                  under all such contracts, except as otherwise disclosed in
                  this Agreement. The Companies have carried on their business
                  in all material respects in accordance with all applicable
                  laws and regulations. Mr. Thierry Civetta is not aware of any
                  act or omission whatsoever as a result of which the Companies
                  could incur any liability thereunder.

       5.2.22     Conduct of business

                  Since April 30, 1999, the Companies have conducted their
                  business in the ordinary course of business, consistent with
                  past practices, without change of policy or procedure,
                  including without limitation their practices in connection
                  with the treatment of expenses, selling and purchasing
                  policies and recovery of any amounts due to them by their
                  customers and there has been no material adverse change in the
                  business, activities or prospects of the Companies, except as
                  disclosed in Schedule (14) hereto.

       5.2.23     It is stipulated that, at the Closing Date, Mr. Thierry
                  Civetta provides a guarantee only on the existence of the
                  inventories, but provides no guarantee of their condition or
                  amount.

ARTICLE 6 - INDEMNIFICATION BY MR. THIERRY CIVETTA

6.1    Mr. Thierry Civetta shall totally indemnify RG Barry, subject to the
       provisions of Article 7 hereof, from and against any increase in
       liabilities or decrease in assets resulting from losses, damages,
       liabilities, claims, judgments, transactions, costs and expenses of any
       kind (including reasonable and duly substantiated lawyers' fees and
       expenses) related to facts which, having occurred before the Closing
       Date, are caused by:

       (a)    any additional liability or shortfall of assets which has not been
              recorded in the Financial Statements or has not been accounted for
              as a reserve or for which a sufficient reserve or depreciation has
              not been reflected in the Financial Statements provided to RG
              Barry;

       (b)    any inaccuracy, insufficiency, violation or omission in any of the
              representations and/or warranties and/or commitments made by Mr.
              Thierry Civetta contained in Articles 5 and 6 above and in
              particular:
              -   any written claim made by the employees or third parties
                  against the Companies, regardless of the nature thereof;
              -   any environment-related claim resulting from facts or
                  situations having occurred or taken place before the Closing
                  Date and in particular, any refurbishing or clean-up
                  obligation provided for by the regulations in force as of the
                  date hereof, with the exception of those refurbishing
                  obligations concerning the Companies' materials and equipment;
              -   any past due payment relating to tax, social security
                  contributions and fines attached thereto which might be
                  claimed by any tax or social security authority or any other
                  administrative authority to any of the Companies.

6.2           It is expressly agreed that the disclosure of documents
              transmitted by the Companies to RG Barry's counsels before the
              Closing Date and which are attached hereto in Schedule (14), does
              not restrict in any way whatsoever Mr. Thierry Civetta's
              obligations pursuant to his representations made in Article 5
              hereof and the related warranties set forth in Article 6 hereof.


<PAGE>   15


ARTICLE 7 - EXEMPTION, THRESHOLD, LIMITATIONS AND DURATION OF THE WARRANTEES

7.1    Mr. Thierry Civetta shall guarantee RG Barry and the Companies against
       claims only if an indemnification claim, whether separate from or added
       to other indemnification claims, amounts to at least FF 200,000. When the
       amount claimed is in excess of FF 200,000, Mr. Thierry Civetta's
       obligation to indemnify RG Barry and the Companies shall be limited to
       the amount exceeding FF 200,000 and subject to the provisions set forth
       in Article 7.2 hereof.

7.2    With respect to any commitment covered by this Agreement, including
       without limitation, the representations and warranties, Mr. Thierry
       Civetta's guarantee shall be limited to a maximum amount of twenty-five
       million French Francs (FF 25,000,000).

7.3    The only indemnities which may be granted to RG Barry pursuant to
       performance hereof are provided for in Articles 6 and 7 hereof. No
       obligation, representation or warranty other than those provided for
       herein shall be the basis for any claim relating to the performance of
       this Agreement.

       Mr. Thierry Civetta shall not be liable with respect to any claim based
       on the warranties when a specific reserve has been recorded in the
       Financial Statements before April 30, 1999 for the facts which are the
       basis for said claims. The specific reserves and their amount are listed
       in Schedule (19) hereto.

       When excessive and accounted for as an income of the Company, such excess
       of reserves as recorded in the Financial Statements and listed in
       Schedule (6-bis) hereto shall be deducted from the amount which Mr.
       Thierry Civetta may be obligated to pay pursuant to any claim based
       hereon.

       Similarly, in the event that the claims for subsidies, referred to in the
       letters (copies of which are attached hereto in Schedule (19)) from the
       Prefecture of the Aquitaine Region dated September 30, 1999 and June 8,
       1999, for amounts of FF 440,970 and FF 225,000, respectively, are
       partially or fully paid, these amounts shall be deducted from any sums
       that Mr. Thierry Civetta may be led to pay in respect of any claim
       relating hereto.

       Mr. Thierry Civetta shall not be liable pursuant to any claim relating
       hereto if said claim is based on any modification in the laws,
       regulations or administrative doctrines of any government or governmental
       authority which might come into force subsequent to the date hereof and
       have a retroactive effect.

       Mr. Thierry Civetta shall not be liable for any claim relating hereto and
       based on any modification in the accounting principles or methods used to
       complete the Financial Statements if said modification occurs after the
       Closing Date and has such retroactive effect as to modify the Financial
       Statements approved before the Closing Date.

       Mr. Thierry Civetta shall not be liable for any claim relating hereto if
       through said claim, covered damage is sought to be indemnified. By
       "covered damage", the Parties mean: all damages covered by an insurance
       policy subscribed in the Companies' interest, if such insurance policy be
       effective as of the date hereof or if such an insurance, now effective,
       were maintained after the Closing Date; in the latter case, Mr. Thierry
       Civetta shall remain guarantor of the payment of the claim if not covered
       and/or paid by the insurance company.


<PAGE>   16


       If Mr. Thierry Civetta pays RG Barry a sum of money claimed on the basis
       hereof and if RG Barry is paid a sum of money by a third party on the
       same basis as the one used for the claim against Mr. Civetta, RG Barry
       shall pay Mr. Thierry Civetta a sum equal to the payment received.

       For the purpose of determining the amount of money due by Mr. Thierry
       Civetta pursuant to a claim based hereon, any reduction in taxes due by
       RG Barry or the Companies, resulting from facts or events upon which the
       claim against Mr. Thierry Civetta is based, shall be taken into account.

       If and insofar as a claim based hereon is about a tax reassessment based
       on charges and proceeds being recorded by the Companies in the Financial
       Statements of a given year instead of another, Mr. Thierry Civetta shall
       be liable only for the corresponding fines and late payment interest.

7.4    The duration of the warrantees shall be: (i) three years, for the
       representations and warranties relating to any tax, social security and
       customs liability, i.e., from the Closing Date until December 31, 2002
       and (ii) two years from the Closing Date for any other claim or liability
       under any other representation or warranty, subject to the cases and
       conditions for extension provided for in Article 8 hereof.

ARTICLE 8 - INDEMNIFICATION CLAIMS

8.1    In his capacity of president and chairman of the Board of Directors of
       the Companies and pursuant to his obligations as warrantor hereunder, Mr.
       Thierry Civetta shall immediately notify RG Barry as soon as he becomes
       aware of any event, situation or action whose occurrence or consequences
       are covered by the representations and warranties.

       Such notification shall set out in a reasonable and adequate manner the
       event triggering the claim, the nature thereof and, if it can be
       determined at the time of notification, the amount involved.

       In the event a request, claim or action is made for an undetermined
       amount prior to expiration of the time period set forth in Article 7.4,
       the parties shall consult each other in good faith, within 30 days from
       the notification, for the purpose of fixing the amount of the claim.

       Failing an amicable determination of the amount of the claim, Mr. Thierry
       Civetta and RG Barry shall, within 30 days, in order to determine the
       amount of the claim. In the event of disagreement, the parties shall
       appoint an expert for the purpose of fixing irrevocably the amount of
       claim(s) to be covered by the representations and/or the warranties.
       Failing an agreement on the appointment of an expert, the most diligent
       of Mr. Thierry Civetta and RG Barry may petition before the relevant
       courts for the appointment of an expert. If the amount is not determined
       prior to expiration of the representations and warranties, RG Barry shall
       claim indemnification under the representation/warranty on a provisional
       basis prior to expiration of one of the two warranty periods, increased
       by the notice periods provided for in the following two paragraphs, i.e.
       until March 15, 2003 at the latest. Mr. Thierry Civetta's obligations
       pursuant to the representations and warranties hereunder shall then be
       maintained until the disputed claim(s) is definitely settled but only to
       the extent of the amount of the claim as definitely fixed by the expert
       and taking into account the aggregate amounts of these claims increased
       by any late-payment interest, fines or penalties incurred until the date
       of enforcement of the final decision of the authorities or courts or of a
       settlement pursuant to the provisions of Article 2052 of the Civil Code..


<PAGE>   17


       If notice is not provided within 45 days of the claim, i.e. no later than
       February 15, 2003, and in any case within the legal time periods for
       response and recourse, Mr. Thierry Civetta shall personally reimburse the
       amount required and/or the fines and/or the penalties and/or the late
       payment interest, payable since the expiration date of the legal time
       period for response and recourse, until the date of actual payment.

8.2    RG Barry shall notify Mr. Thierry Civetta of its indemnification claim by
       registered letter with return receipt within 30 days from the date of the
       notice sent by Mr. Thierry Civetta, i.e. no later than January 31, 2003.
       IF RG Barry fails to provide notice within this period, RG Barry may no
       longer seek an indemnification based on these claims, and Mr. Thierry
       Civetta may not be sought to be held liable in this respect.

       If, within the 30 days following receipt of this notice sent by RG Barry,
       Mr. Thierry Civetta does not notify RG Barry of its rejection, together
       with the reasons therefor, of the indemnification claim, he shall be
       expressly deemed to have accepted the indemnification claim and shall be
       required to pay the amount claimed without delay.

       If Mr. Thierry Civetta challenges the claim, he and RG Barry shall
       attempt to resolve their dispute amicably, and if no agreement has been
       reached within fifteen (15) days after the challenge of the claim, i.e.
       April 30, 2003, they shall regain their freedom of action.

8.3    In the event of Mr. Thierry Civetta no longer running the Companies, he
       shall be released from the notice obligation provided by Article 8.1, and
       RG Barry shall be personally responsible for notifying Mr. Thierry
       Civetta within 30 days of its discovery of an act or event upon which an
       indemnification claim may be based pursuant hereto. This claim shall
       include the information provided for in Article 8.2. If it does not
       provide notice within the time periods set for above, RG Barry may not
       claim an indemnification under the warranty based on such acts and
       events.

ARTICLE 9 - BANK GUARANTEE (CAUTION BANCAIRE SOLIDAIRE)

As a guarantee of its representations and warranties, commitments and
obligations set forth in Articles 5 and 6 hereof, Mr. Thierry Civetta shall, as
of the date hereof, provide RG Barry with a guarantee from a first rate French
bank, Banque Credit Suisse Hottinguer, an original of said guarantee being
attached hereto as Schedule (16).

Such bank guarantee shall guarantee all the financial consequences of the
non-compliance by Mr. Thierry Civetta of his warrantor's obligations under
article 5 and 6 hereof, shall provide for a guarantee of payment of the maximum
sum of FF 4,000,000 (four million French Francs) and shall be effective from the
date hereof to December 31, 2002.

In any case, such bank guarantee shall remain in force for all claims initiated
prior to March 15, 2003 and until complete and final payment, whether amicable
or upon final judgment, of all claims, obligations, losses (including without
limitation, losses of profits), fees and expenses (including without limitation,
lawyers' fees) tax liabilities, damages and interest, fines and penalties
incurred by the Companies which have been notified to the guarantor prior to
December 31, 2002.

Any notifications and claims relating to this guarantee shall be made in writing
and, unless otherwise agreed, shall be sent by registered letter with
acknowledgment of receipt to the Bank, with a copy sent to Mr. Thierry Civetta.

<PAGE>   18


ARTICLE 10 - HANDLING OF CLAIMS AND DISPUTES

In the event the Companies are confronted with a claim or involved in a dispute
which might lead to an indemnification claim by RG Barry against Mr. Thierry
Civetta and/or the Bank, the Companies' interests shall be handled as follows:

10.1   If Mr. Thierry Civetta has specified, in writing and within the delays
       provided for in this Agreement, that he accepts that the sums which might
       be due by the Companies, or damages that might be suffered thereby as a
       result of this dispute, are guaranteed by him as warrant pursuant to his
       representations and warranties, the defense of the Companies' interests
       will be managed by himself and he will accordingly choose and instruct
       his counsels. Mr. Thierry Civetta may nonetheless waive this right and
       leave it to RG Barry to defend the Companies' interests;

10.2   Otherwise (i.e., upon refusal by Mr. Thierry Civetta to perform his
       obligations as warrantor), the Companies shall defend their interest in
       consultation with RG Barry which shall decide ultimately upon the means
       of defense and accordingly choose and instruct its counsels, subject to a
       court decision, in the event of litigation between the Parties, regarding
       Mr. Thierry Civetta's obligation to bear the consequences of this
       dispute.

10.3   In any case, the party in charge of defending the Companies' interests
       shall do so in a manner that is fair to the other party, taking care not
       to harm the interests of the Companies.

       The party in charge of the defense of the Companies shall keep the other
       party informed of the dispute in the most complete manner. It shall
       provide the other party with all documents relating to the dispute and
       all procedural documents issued or received. It shall commit itself to
       providing the information in due course so that the other party may give
       its stance on the most appropriate way of defense within no more than 15
       days following the transmittal of such document.

       Under all circumstances, Mr. Thierry Civetta shall assist RG Barry in the
       defense of RG Barry's or the Companies' interests when such interests
       involve Mr. Thierry Civetta's representations and warranties hereunder,
       and vice versa.

       In case of emergency, Mr. Thierry Civetta shall defend the Companies'
       interest and RG Barry's interest. RG Barry and Mr. Thierry Civetta shall
       agree to have the dispute handled by the former or the latter in
       accordance with the terms and conditions provided for in Article 10.1 and
       10.2.

ARTICLE 11 - REPRESENTATIONS OF RG BARRY AND RG BARRY FRANCE

RG Barry represents vis-a-vis Mr. Thierry Civetta and the Natwest Group the
following:

11.1   RG Barry has the powers and authorizations which are necessary to enter
       into this Agreement and the Shareholder Agreement.

11.2   This Agreement and the Shareholder Agreement are performed by RG Barry in
       accordance with their respective terms.

11.3   RG Barry has obtained from its board of directors all authorizations
       necessary to enter into this Agreement and the Shareholders' Agreement.

11.4   The performance by RG Barry of its obligations under this Agreement and
       the Shareholders' Agreement:


<PAGE>   19


       11.4.1 does not constitute a violation of its by-laws;
       11.4.2 does infringe any court or administrative decision;
       11.4.3 does not require any specific authorization from the United States
              or French authorities but only the filing of a direct foreign
              investment declaration form (Declaration d'Investissment Direct
              Etranger) with the French Ministere de l'Economie et des Finances.

11.5   RG Barry holds on the date hereof the sums necessary to perform its
       financial obligations hereunder.

ARTICLE 12 - CONDITIONS TO THE CLOSING

Mr. Thierry Civetta shall have:

(i)    full ownership of all the shares representing the capital stock of
       Escapade;

(ii)   prepared and forwarded to RG Barry the following documents to be signed
       on the Closing Date:
       - the Bank Guarantee referred to in Article 9 hereof;
       - the Shareholders' Agreement entered into between himself and RG Barry;
       - the shareholder's current account agreement between himself and
         Escapade.
       - the loan agreement between RG Barry France and Escapade.

ARTICLE 13 - PROVISION AND EXCHANGE OF DOCUMENTS AT CLOSING

Mr. Thierry Civetta shall remit to RG Barry the following documents:

13.1   Concerning Fargeot et Compagnie:

(i)    Minutes of the Board of Directors Meeting of Fargeot et Compagnie dated
       April 28, 1999, deciding to attribute an exceptional bonus of FF
       1,000,000 to Mr. Thierry Civetta;

(ii)   Minutes of the Ordinary Shareholders' Meeting of Fargeot et Compagnie
       dated June 30, 1999 approving the accounts and deciding upon the
       distribution of dividends amounting to FF 400,000,000;

(iii)  Minutes of the Ordinary Shareholders' Meeting of Fargeot et Compagnie
       dated July 22, 1999, taking formal notice of the resignation of members
       of the Board of Directors and deciding on the appointment of new members
       of the Board of Directors, and the corresponding share transfer orders.

13.2   Concerning Michel Fargeot SA:

(i)    Minutes of the Ordinary Shareholders' Meeting of Michel Fargeot SA dated
       June 30, 1999, approving the accounts;

(ii)   Minutes of the Ordinary Shareholders' Meeting of Michel Fargeot SA dated
       July 22, 1999, taking formal notice of the resignation of members of the
       Board of Directors and deciding on the appointment of new members of the
       Board of Directors, and the corresponding share transfer orders.


<PAGE>   20


13.3   Concerning Escapade:

(i)    Minutes of the Extraordinary Shareholders' Meeting of April 29, 1999,
       approving new shareholders of Escapade SARL, a copy of the corresponding
       share transfer deed dated May 3, 1999;

(ii)   Minutes of the Extraordinary Shareholders' Meeting of June 4, 1999,
       carrying out the increase in capital of Escapade SARL from FF 50,000 to
       FF 250,000, and appointing a transformation supervisor;

(iii)  Minutes of the Ordinary Shareholders' Meeting of June 4, 1999, approving
       Escapade SARL's accounts;

(iv)   Minutes of the Extraordinary Shareholders' Meeting of Escapade SARL dated
       July 22, 1999, deciding to transform the company into a Societe Anonyme,
       to adopt an approval clause, to create two classes of shares, to close
       the financial year on April 30, to approve new shareholders and to
       appoint new members of the Board of Directors and statutory auditors;

(v)    Minutes of the Ordinary Shareholders' Meeting of Escapade SARL dated June
       28, 1999, attributing an exceptional bonus of FF 396,000 to Mr. Thierry
       Civetta;

(vi)   Share transfer orders representing 80% of the shares making up the share
       capital of Escapade SA, of which Mr. Thierry Civetta holds 100%, and
       those enabling Mr. Thierry Civetta to become sole shareholder;

(vii)  Minutes of Escapade's first Board of Directors' Meeting appointing the
       chairman of the Board of Directors, and authorizing him (i) to enter into
       the loan agreement with RG Barry France and the shareholder's current
       account agreement on behalf of Escapade, (ii) immediately to take out a
       loan of FF 14,770,780 aimed at fully repaying the principal and interest
       of the sums respectively advanced by Escapade, under the form of a loan
       granted by RG Barry France and a shareholder's current account by Mr.
       Thierry Civetta and (iii) to acquire the Fargeot et Compagnie Shares held
       by the Natwest Group and Mr. Michel Fargeot;

(viii) The by-laws of Escapade under the form of a Societe Anonyme.

13.4   Other documents:

(i)    bank guarantee of an amount of FF 4,000,000 issued by the bank Credit
       Suisse Hottinguer for the purpose of guaranteeing, from the Closing Date
       until December 31, 2002 and in accordance with the terms and conditions
       set forth in Article 9 hereof, any financial consequences resulting from
       non-performance by Mr. Thierry Civetta of his obligations hereunder;

(ii)   the shareholders' current account advance agreement entered into between
       Escapade and Mr. Thierry Civetta, for an amount of FF 3,234,000, and the
       loan agreement between Escapade and RG Barry France, for an amount of FF
       11,536,780, with a duration of 1 month, automatically extendible by 1
       month periods and within the limit of two (2) months, repayable in
       principal and interest, the rate of which is calculated in accordance
       with Article 39-1,3(degree) of the French General Tax Code (Code General
       des Impots). In the event of extension and until the date on which
       Escapade obtains a bank loan, the interest is repayable on a monthly
       basis.

(iii)  the shareholders' agreement between Mr. Thierry Civetta and RG Barry;


<PAGE>   21


(iv)   receipt and discharge from Mr. Thierry Civetta to RG Barry for payment of
       the sum of FF 14,863,220, representing the sale price of 80% of the
       Escapade shares.

RG shall remit to Mr. Thierry Civetta:

(i)    Minutes of the Board of Directors meeting of RG Barry authorizing Mr.
       Gordon Zacks and/or Mr. Richard Burrell and/or any other person
       personally appointed as an attorney in fact to sign this Agreement and
       any other documents necessary to its performance;

(ii)   power of attorney designating the person duly entitled to act in the name
       and on behalf of RG Barry;

(iii)  power of attorney designating the person entitled to sign and act in the
       name and on behalf of RG Barry France for purposes of the signing and
       performance of the loan agreement with Escapade referred to in Articles
       4, 12 and 13;

(iv)   the three irrevocable transfer orders in favor of Mr. Thierry Civetta and
       Escapade for a total amount of FF 14,863,220, representing payment of the
       sale price of 80% of the Escapade shares, in accordance with the terms
       and conditions provided by Article 4 hereof.

The companies of the Natwest group and Mr. Michel Fargeot shall, respectively,
remit to Escapade the share transfer orders representing the transfer of 980
Fargeot et Compagnie Shares as set forth in Article 2 hereof;

Escapade shall remit to the Natwest Group the bank checks amounting to FF
14.770.780, i.e.:

       (i)    FF 1,145,489.66 to Mr. Michel Fargeot for 76 Fargeot et Compagnie
              Shares;

       (ii)   FF 6,797,573.25 to FCPR County Natwest Venture France for 451
              Fargeot et Compagnie Shares;

       (iii)  FF 6,797,573.25 to SCA Capital Prive-Investissments for 451
              Fargeot et Compagnie Shares;

       (iv)   FF 15,072.22 to Hoche Investissements for 1 Fargeot et Compagnie
              Share;

       (v)    FF 15,072.22 to SA Capital Prive for 1 Fargeot et Compagnie Share;

ARTICLE 14 - EXPENSES

Each Party shall pay its own fees and expenses in relation with the negotiation
and execution of this Agreement and the other agreements and instruments to be
executed pursuant to this Agreement.

ARTICLE 15 - MISCELLANEOUS

11.1   Default

       Except as otherwise provided for in this Agreement, neither of the
       Parties hereto shall be deemed to be in default under any of the terms of
       this Agreement and neither Party shall seek or be entitled to enforce any
       remedy for any claimed default, unless said claimed default is not cured
       or corrected within fifteen (15) days following receipt by the Party
       against whom such default is claimed of a written notice of said claimed
       default from the other Party.


<PAGE>   22


11.2   Waiver

       The failure of any of the Parties to enforce any of the provisions of
       this Agreement at any time shall not be construed to be a waiver of such
       provision unless specifically so notified by a duly authorized
       representative of such Party to the other Party in writing which writing
       shall expressly set forth the exact nature of such waiver. No waiver of
       any breach of this Agreement shall be held to be a waiver of any other
       breach.

11.3   Entire Agreement and Amendments

       This Agreement, including those agreements and documents to the extent
       incorporated herein by reference, constitutes the entire agreement
       between the Parties and supersedes all prior agreements or understandings
       relating to the subject matter hereof.

       No Party shall claim any amendment to this Agreement unless it is in
       writing, sets forth the exact nature of such amendment and is signed by a
       duly authorized representative of each Party hereto.

11.4   Headings

       All headings herein are for convenience only.

11.5   Severability

       In the event any term or provision of this Agreement shall for any reason
       be held invalid, illegal or unenforceable in any respect, such
       invalidity, illegality or unenforceability shall not affect any other
       term or provision of the Agreement, and this Agreement shall be
       interpreted and construed as if such term or provision, to the extent to
       which it is invalid, illegal or unenforceable, had never been contained
       in this Agreement provided, however, that such invalidity, illegality or
       unenforceability shall not result in a material change of this Agreement.

11.6   Notices

       It shall be a sufficient receipt of any notice or other communication in
       writing hereunder if one Party desiring to give such notice or other
       communication sends the notice or communication by registered or
       certified mail letter, delivery in person or express courier to the other
       Party. Such notice or other communication shall be deemed to have been
       duly given upon receipt by the other Party, to the address set forth
       below or to such other address as such other Party shall have designated
       in writing :

(i)    To Mr. Thierry Civetta:              Mr. Thierry Civetta
                                            Le Fouillage,
                                            24460 Chateau L'Eveque

       with copy to:        Simmons & Simmons
                            68 rue du Faubourg Saint-Honore
                            75008 Paris
                            Attention: Maitre Jacques de Taisne

(ii)   To Mr. Michel Fargeot:               Mr. Michel Fargeot
                                            Le Petit-Gue, Nantheuil de Thiviers,
                                            24800 Thiviers


<PAGE>   23


       with copy to:        Simmons & Simmons
                            68 rue du Faubourg Saint-Honore
                            75008 Paris
                            Attention: Maitre Jacques de Taisne

(iii)  To the companies of the Natwest Group:
                                            Natwest Equity Partners
                                            9, rue de Phalsbourg,
                                            75017 Paris
                                            Attention: Mr. Marc Foulds

       with copy to:        Simmons & Simmons
                            68 rue du Faubourg Saint-Honore
                            75008 Paris
                            Attention: Maitre Jacques de Taisne


(iv)   To RG Barry:         RG BARRY CORPORATION
                            13405 Yarmouth Rd. NW
                            Pickerington, OHIO 43147 USA
                            Attention: Gordon Zacks and/or Richard Burrell

       with copy to:        FIDAL Direction Paris et International
                            5, cours Valmy, F92923
                            Paris La Defense
                            Attention: Maitres Philippe Breton and/or
                                       Pierre-Maudez Caille

(v)    To RG Barry France:  RG BARRY FRANCE HOLDINGS INC.
                            13405 Yarmouth Rd. NW
                            Pickerington, OHIO 43147 USA
                            Attention: Gordon Zacks and/or Richard Burrell

       with copy to:      FIDAL Direction Paris et International
                          5, cours Valmy, F92923
                          Paris La Defense
                          Attention: Maitres Philippe Breton and/or
                                     Pierre-Maudez Caille

(vi)    To Escapade:      Escapade SA
                          Le Petit Gue
                          24800 Nantheuil de Thiviers
                          Attention: Mr. Gordon Zacks and/or Richard Burrell

       with copy to:      FIDAL Direction Paris et International
                          5, cours Valmy, F92923
                          Paris La Defense
                          Attention: Maitres Philippe Breton and/or
                                     Pierre-Maudez Caille

ARTICLE 16 - APPLICABLE LAW

This Agreement is governed by and construed under and in accordance with the
laws of France.


<PAGE>   24


ARTICLE 17 - DISPUTES

Any dispute between the Parties arising from or in connection with the present
Agreement shall be resolved amicably between the Parties, failing which such
dispute shall fall within the jurisdiction of the courts of Paris.

ARTICLE 18 - LANGUAGE

This Agreement is entered into in French.


Executed in nine (8) originals
on July 22, 1999
in Paris


/s/ Thierry Civetta                                   /s/ Thierry Civetta
Mr. THIERRY CIVETTA                                   Mr. MICHEL FARGEOT
                                              represented by Mr. Thierry Civetta



/s/ Pierre-Oliver Barennes
FCPR COUNTY NATWEST VENTURE FRANCE
represented by Natwest Equity Partners, itself represented by
Mr. Pierre-Olivier Barennes





/s/ Pierre-Oliver Barennes                           /s/ Pierre Oliver-Barennes
SCA CAPITAL PRIVE-INVESTSSEMENTS                     HOCHE INVESTISSEMENTS
represented by                                       represented by
Mr. Pierre-Olivier Barennes                          Mr. Pierre-Olivier Barennes



/s/ Pierre-Oliver Barennes                         /s/ Yves Gaget
SA CAPITAL PRIVE                                   RG BARRY CORPORATION
represented by Mr. Pierre-                         represented by Mr. Yves Gaget
Olivier Barennes


/s/ Thierry Civetta
ESCAPADE
represented by Mr. Thierry Civetta