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STOCK PURCHASE AGREEMENT    
  


        This STOCK PURCHASE AGREEMENT (the "Agreement") is dated as of October     , 2001 to be effective
as of Closing by and between Montres Antima SA, a corporation duly organized and existing under the laws of Switzerland (hereinafter referred to as "Purchaser") and Flavio Rota, an individual ("Rota")
and Meliga Habillement Horloger SA ("Meliga") (Rota and Meliga are hereinafter referred to individually as "Seller" and collectively, "Sellers"). 


 
 

RECITALS    
  


        WHEREAS, Rota owns 60% of the issued and outstanding shares of common stock of the Company (the "Rota Shares") and Meliga owns 40% of the
issued and outstanding shares of common stock of the Company (the "Meliga Shares", together with the Rota Shares, the "Shares"); and 


        WHEREAS, Sellers desire to sell to Purchaser, and Purchaser desires to purchase from Sellers, the Shares upon the terms and conditions
hereinafter described; and 


        NOW, THEREFORE, Purchaser and Sellers, in consideration of mutual premises and covenants contained herein, do hereby agree as follows: 


 
 

ARTICLE 1
  DEFINITIONS    
  


        For the purposes of this Agreement, the following terms shall have the respective meanings indicated below: 


        "Aggregate
Closing Provisions Amount" shall mean, collectively, the Closing A/R Provision and the Closing Inventory Provision. 



        "Adjusted
Stockholder's Equity" shall mean the sum of the Company's capital stock value, retained earnings and year to date earnings as evidenced by the Agreed Balance Sheet. 


        "Agreed
Balance Sheet" means the balance sheet of the Seller as at June 30, 2001 in the agreed form. 


        "Balance
Sheet Adjustments" shall mean the adjustments in the purchase price in accordance with the provisions of Section 3.2 hereof. 


        "Closing
Balance Sheet" shall mean the balance sheet of the Company as of the date of Closing as determined in accordance with Swiss GAAP consistently applied. 



        "Closing
A/R Provision" shall mean the accounts receivable provision, as evidenced by the Closing Balance Sheet, representing the estimated portion of the gross value of the accounts
receivable of the Company that will not be fully collected within one (1) year from the date of the Closing Balance Sheet. 


        "Closing
Inventory Provision" shall mean the inventory provision, as evidenced by the Closing Balance Sheet, representing the estimated portion of the gross value of Inventory that will
not be sold during a period of one (1) year from the date of the Closing Balance Sheet and to compensate for the loss of gross profit margin should the inventory be sold for less than
historical gross profit margins. 


        "Collateral
Transactions" shall mean, collectively, (i) the Asset Purchase Agreement between Montres Antima SA and Meliga Habillement Horloger SA and (ii) the Stock
Purchase Agreement between Swiss Technologies Holding AG and Michel Geiger. 


        "Company"
shall mean Synergies Horlogeres SA. 


        "Confidential
Information" shall mean any information a Party may exchange with, or acquire from, the other Party including but not limited to the Company's procedures, product
specifications, methods, technology, suppliers, customers, trade secrets, marketing and business research and plans, that relate to or affects the Company's asset, but excluding any information to the
extent that such 





 




information becomes publicly known, through no fault of the Party receiving such information from the other Party. 


        "Encumbrance"
means a mortgage, charge, pledge, lien, option, restriction, right of first refusal, right of pre-emption, third-party right or interest, retention of title,
other encumbrance or security interest of any kind, or another type of preferential arrangement (including, without limitation, a title transfer or retention arrangement) having similar effect. 



        "Meliga
Loan" shall mean in loan from Meliga to the Company in the principal amount of CHF 85.000. 


        "Party"
shall mean Purchaser, Rota and Meliga (collectively, the "Parties"). 


        "Post
Closing Adjustments" shall mean, collectively, the Balance Sheet Adjustments and the Receivables/Inventory Adjustment. 


        "Receivables/Inventory
Adjustment" shall have the meaning given to it in section 3.3. 


        "Rota
Loan" shall mean the loan from Rota to the Company in the principal amount of CHF 80,000. 


        "Swiss
GAAP" shall mean generally accepted accounting principles applicable in Switzerland. 


        "Test
Date" shall mean the first anniversary date following Closing. 


        "Test
Period" shall mean the period from Closing until the Test Date. 


 
 

ARTICLE 2
  PURCHASE AND SALE    
  



        Section 2.1    Sale and Transfer of Shares.    In consideration of and in reliance upon the representations,
warranties and covenants contained herein and subject to the terms and conditions of this Agreement, (i) Rota hereby sells the Rota Shares with full title guarantee, free and clear of any
Encumbrance, (ii) Meliga sells the Meliga shares with full title guarantee, free and clear of any Encumbrance, and Purchaser purchases the Shares. 


        Section 2.2    Waiver of Rights.    Sellers waive all rights of pre-emption and other restrictions
on transfer, if any, over the Shares conferred on it pursuant to the Articles of Association of the Company or otherwise. 


 
 

ARTICLE 3
  CONSIDERATION    
  


        Section 3.1    Purchase Price.    Subject to the Post Closing Adjustments, the total purchase price (the "Rota
Purchase Price") for the Rota Shares shall be: 




	(a)
	an
amount equal to the sum of the following, payable at Closing (the "Rota Closing Payment"): 








(i)
the Adjusted Stockholders Equity as of June 30, 2001 (less 123,245 CHF representing Meliga's investment in the Company); plus; 



(ii)
305,169 CHF; and 




	(b)
	the
Aggregate Provisions Amount to be paid to Rota within ten (10) days following the calculation of the Receivable/Inventory Adjustment. 




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        The
total purchase price for the Meliga Shares, payable at Closing (the "Meliga Closing Payment", together with the Rota Closing Payment, the "Closing Payments"), shall be 123,245 CHF
representing the value of Meliga's investment in the Company. 



        Section 3.2    Balance Sheet Adjustments.    Within forty-five (45) days following Closing,
the Purchaser shall procure that the Company prepare the Closing Balance Sheet reflecting the assets and liabilities of the Company as of Closing. The Closing Balance Sheet shall be prepared in
accordance with Swiss GAAP, consistently applied. In the event that the Stockholders' Equity of the Company as reflected on the Closing Balance Sheet is greater than the Stockholders' Equity of the
Company as reflected on the Agreed Balance Sheet, then Purchaser shall remit such difference to Rota as an adjustment to the Rota Purchase Price within thirty (30) days. In the event that the
Stockholders' Equity of the Company as reflected on the Closing Balance Sheet is less than the Stockholders' Equity of the Company as reflected on the Agreed Balance Sheet, then Rota shall remit such
difference to Purchaser as a decrease in the Rota Purchase Price within thirty (30) days. 


        Section 3.3    Receivables/Inventory Adjustment.    The Purchaser shall procure that within
forty-five (45) days following the Test Date, the Company shall test whether, as of the Test Date, the accounts receivable and the inventory existing as of Closing as evidenced by
the Closing Balance Sheet have been fully collected (with respect to the accounts receivable) or fully utilized (with respect to the inventory, assuming realization of normal gross profit margins on
such inventory) (the "Receivables/Inventory Adjustment"). To the extent that such receivables have not been fully collected, or such inventory has not been fully utilized, then the value of such
assets shall be written to zero and applied against the deferred payment of the Aggregate Closing Provisions Amount which amount, if any, shall be payable within ten (10) days. 


 
 

ARTICLE 4
  CLOSING    
  


        Section 4.1    Conditions of Closing.    The transaction stipulated in Article 2 is subject to the
fulfillment, prior to or at the Closing, of each of the following conditions unless otherwise waived in writing by the Party for whose benefit the conditions exist. 


        (a)
The representations and warranties made by the Parties in this Agreement or any certificates or documents delivered pursuant to the provisions hereof or in connection with the
transactions contemplated herein shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date as though such representations
and warranties were made on and as of such date 


        (b)
The Collateral Transactions shall have closed, or simultaneously close, in accordance with their respective terms and conditions. 


        (c)
The Parties shall have carried out their respective obligations as specified in Sections 4.3 and 4.4. 


        Section 4.2    Closing Time Date and Place.    The purchase and sale contemplated herein shall be consummated
at a Closing to take place by mail, facsimile or at the offices of the Company on October 31, 2001, or at such other time and place as the Parties may agree upon in writing. 



        Section 4.3    Seller's Obligations at Closing.    At the Closing, the Sellers shall carry out the following
obligations: 



	(a)
	At
Closing the Sellers shall deliver to Purchaser or its nominee:



	(i)
	the
share certificates duly endorsed to Purchaser or its nominee;



	(ii)
	evidence
of the authority of each person executing a document on such Parties' behalf; 






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	(iii)
	the
common seal (if any) of the Company and each register and minute book made up to Closing;



	(iv)
	all
consents and approvals of government agencies and/or third parties necessary to effect the transfer of the Shares. 





	(b)
	The
Seller shall ensure that at Closing a meeting of the board of directors of the Company is held at which the directors take the following actions and adopt the minutes of the Board
Meeting in the agreed form attached hereto as Schedule 2:



	(i)
	vote
in favour of the registration of Purchaser or its nominees as members of the Company in respect of the Shares (subject to the production of properly stamped transfers which shall
be at Purchaser's cost);



	(ii)
	with
effect from the end of the meeting, authorise the secretary to notify the specimen signatures of the new officers of the Company in connection with each existing mandate given
by the Company for the operation of its bank accounts; and 







        Section 4.4    Purchaser's Obligations at Closing.    At the Closing, Purchaser will (i) deliver the
Closing Payments to Sellers in accordance with the provisions of Section 3.1 and (ii) pay-off the existing balance of the Rota Loan. 


        Section 4.5    Further Actions.    Sellers shall execute the instruments transferring the Shares to Purchaser
effective as of the Closing Date and shall take all actions following Closing as may be necessary to more fully perfect title in the Shares to Purchaser. 


 
 

ARTICLE 5
  [Reserved]    
  


 
 

ARTICLE 6
  REPRESENTATIONS, WARRANTIES AND COVENANTS    
  


        Section 6.1    Representations, Warranties and Covenants of Sellers.    Sellers represent and warrant to
Purchaser that, as of the date of this Agreement and as of the Closing Date: 


        (a)
The information on the Company's excerpt from the Commercial Register attached hereto as Schedule 1 is true and correct; 


        (b)
The Company is a corporation duly organized, validly existing and in good standing under the laws of Switzerland and is duly empowered or licensed under the relevant laws in
Switzerland to conduct the business as stipulated in its Articles of Association; 


        (c)
The Company does not have any subsidiaries, and does not own any minority interests in any other business entities; 


        (d)
The Company is in compliance with the provisions of the Articles of Association and applicable law; 


        (e)
The Company's financial and accounting records (the "Accounts"), including but not limited to the financial statements of the Company of fiscal years 1999 and 2000 and the interim
financial statements as of and for the six month period ended June 30, 2001 attached hereto as Exhibits A, B and C, respectively, are up-to-date, in its possession or
under its control and are properly completed in all material respects in accordance with the law and Swiss GAAP; 


        (f)
The Company is operating and has always operated its business in all material respects in accordance with its Articles of Association at the relevant time. The copy of the Articles
of Association 


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of the Company disclosed to Purchaser and attached hereto as Exhibits D is a true and correct copy of the originals; 



        (g)
Except for the Rota Loan and the Meliga Loan, the Company does not have outstanding, and has not agreed to create or incur loan capital, borrowings or indebtedness in the nature of
borrowings (including, without limitation, any such indebtedness to the Sellers); 


        (h)
Execution delivery and performance by Sellers of this Agreement will not conflict with or violate (i) any provision of the Company's charter, bylaws or other similar
documents; (ii) any law, rule, regulation or order effective and binding on the Company; and (iii) result in any Encumbrance on any property owned by the Company; 



        (i)
The Shares being acquired hereunder by Purchaser have been duly and validly authorized, and, when delivered to and paid for by Purchaser pursuant to this Agreement, will be fully
paid and nonassessable; 


        (j)
The certificates of the Shares are in valid and sufficient form; the holders of outstanding shares of any class of stock of the Company are not entitled to preemptive or other rights
to subscribe for the Shares; and, except as set forth in this Agreement, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any
obligations or exchange any securities for, shares of common stock of or ownership interests in the Company are outstanding; 



        (k)
To the best of Sellers' knowledge, the Company has no liabilities or obligations (whether known, absolute, contingent etc.) that were not fully and appropriately reflected in the
Accounts; 


        (l)
The Company has timely, fully and correctly completed and filed all tax returns, reports and other filings required under the applicable laws with regard to Taxes and Duties and has
at all times fully and truly informed the competent authorities in compliance with the applicable laws ("Taxes and Duties" as used herein being all taxes, social security and pension contributions
(statutory, contractual and voluntary) to public and private institutions, customs duties and other duties levied by public entities, agencies and institutions, in each case in Switzerland and
abroad); 


        All
liabilities of the Company with regard to Taxes and Duties have been fully discharged or completely reflected in the financial statements of the Company, and no such liabilities are
overdue. The Company has made appropriate provisions for all future obligations with regard to Taxes and Duties which will be levied on assessment periods (partially or fully) before the Closing date
in accordance with Section 4.2; 


        The
Company has not made distributions to shareholders or affiliated persons or companies which could result in additional liabilities of the Company for Taxes and Duties; 



        The
Company has at its disposal all supporting documents in connection with (i) all filed tax returns, reports and other filings, and (ii) all tax returns, reports and
other filings still to be filed which refer to assessment periods (partially or fully) before the Closing date in accordance with Section 4.2, in each case in form and substance in accordance
with the statutory requirements; 


        There
are no special agreements with, or concessions from, tax or other authorities, formal or informal, which have an impact on the taxes and duties chargeable on the Company; 



        (m)
Since June 30, 2001, there has been no material adverse change in the business prospects, or financial conditions of the Company and, to Sellers' knowledge, the Balance Sheet
dated June 30, 2001
attached hereto as Exhibit C accurately reflects the assets and liabilities of the Company as of such date; 


        (n)
To the best of Sellers' knowledge, the Company has not violated any material statutes, rules, ordinances or other applicable laws in Switzerland; 


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        (o)
There has been no material litigation, pending or threatened against the Company; and 


        (p)
None of the contracts which the Company is a party to contains a change-of-control clause which, as a consequence of the conclusion or Closing of this
Agreement, (i) gives the other party the right to fully or partially terminate, amend or newly negotiate the contract, (ii) automatically amends or terminates the contract, or
(iii) operates in any other way as a result of the conclusion or Closing of this Agreement; 



        (q)
The Company has the insurance coverage customary in its line of business. Such insurance coverage is sufficient both with regard to its kind and the coverage amounts in order to
cover the risks which reasonably have to be expected for businesses such as the ones conducted by the Company. The respective insurance contracts are all in full force and effect, and no premium
payments of the Company thereunder are due. No notice of termination or cancellation with regard to any of the insurance contracts has been given or received by the Company, and neither the Company
nor the respective insurance companies have requested or announced any amendments to the insurance contracts and no such termination, cancellation or request for amendment is to be expected; 



        (r)
Seller owns, or is licensed or otherwise possesses legally sufficient rights to use, all trademarks, service marks, trade names, patents, copyrights, and any applications therefor,
technology, know-how, trade secrets, computer software programs or applications (in both source code and object code form) and tangible or intangible proprietary information or material
that are used or proposed to be used in the business, including all current patents, patent applications, registered and material unregistered copyrights, and any applications therefor owned or
licensed by the Seller (the "Intellectual Property Rights") free and clear of all Encumbrances. All Intellectual Property Rights which can be registered are duly and validly registered, and there are
no appeals, oppositions or other actions pending against such registrations. All application, registration, renewal and other fees relating to the Intellectual Property Rights have been fully paid in
due time. Purchaser's use of the Intellectual Property Rights will not infringe upon the rights of any third party. To Seller's best knowledge, there has been no breach with respect to any license or
right relating to any of the Intellectual Property Rights; and 


        (s)
In making the representations, warranties and covenants of this Article, Seller has not made any untrue statements of material fact or omitted to state a material fact necessary in
order to make the representation made, in light of the circumstances under which they were made, not misleading. 



        Section 6.2    Representations Warranties and Covenants of Purchaser.    Purchaser hereby represents and
warrants to Sellers that, as of the date of this Agreement and as of the Closing Date: 


        (a)
Purchaser is a corporation duly organized, validly existing and in good standing under the laws of Switzerland; and 


        (b)
Execution delivery and performance by Purchaser of this Agreements will not conflict with or violate (i) any provisions of Purchaser's charter, bylaws or other similar
documents; or (ii) any law, rule, regulation or order binding on Purchaser. 


 
 

ARTICLE 7
  INDEMNIFICATION    
  


        Section 7.1    Indemnification by Sellers.    Sellers shall, in accordance with Article 143 et. seq.
Swiss Code of Obligation, jointly and severally indemnify and hold Purchaser, its employees, officers, directors, affiliates, representatives, agents, and other control persons harmless from, against
and in respect of the following: 


        (a)
Any and all loss, liability or damage suffered or incurred by Purchaser (including interest, penalties and attorney fees) by reason of any untrue written representation, breach of
warranty or non-fulfillment of any covenant or agreement by Seller contained herein or in any exhibit, schedule, 


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certification, document or instrument delivered to Purchaser by Seller hereunder (each of such untrue written representation, breach of warranty or non-fulfillment of any covenant or
agreement a "Breach"), it being expressly agreed, for the sake of clarity, that Seller shall indemnify Purchaser on a franc-by-franc basis for any loss, liability or damage
which the Company suffers or incurs due to a Breach, or which encumbers the Company provided that non-disclosure of such encumbrance to Purchaser constitutes a Breach; 


        (b)
Any and all loss, liability or damage suffered or incurred by Purchaser (including interest, penalties and attorney fees) by reason of or in connection with any claim for any
finder's or brokerage fee or other commission resulting from any services alleged to have been rendered to, or at the insistence of or on behalf of or for Sellers with respect to this Agreement or any
of the transactions contemplated hereby; 


        (c)
Any and all liabilities of Sellers which relate to the ownership of the Shares or the operation of the Company prior to the Closing Date that are not expressly assumed or waived by
Purchaser under this Agreement, including but not limited to liabilities arising from or related to any tax due, or to be due, and penalties and interest related thereto, imposed on the Company with
respect to any period prior to the Closing Date; and 


        (d)
Any and all actions, suits, proceedings, claims, demands, assessments, judgments, damages, costs and expenses, including but not limited to, legal fees and expenses as shall be
determined by a court of competent jurisdiction, incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this
indemnity. 


        Section 7.2    Indemnification by Purchaser.    Purchaser shall indemnify and hold Sellers, its
representatives, agents, and other control persons harmless from, against and in respect of the following: 


        (a)
Any and all loss, liability or damage suffered or incurred by Sellers (including interest, penalties and attorney fees) by reason of any untrue written representation, breach of
warranty or non-fulfillment of any covenant or agreement by Purchaser contained herein or in any certificate document or instrument delivered by Purchaser to Sellers hereunder; 


        (b)
Any and all loss, liability or damage suffered or incurred by Sellers (including interest, penalties and attorney fees) by reason of or in connection with any claim for any finder's
or brokerage fee or other commission resulting from any services alleged to have been rendered to, or at the insistence of, or on behalf of or for Purchaser with respect to this Agreement or any of
the transactions contemplated hereby; and 


        (c)
Any and all actions, suits, proceedings, claims, demands, assessments, judgments, damages, costs and expenses, including but not limited to, legal and expenses as shall be determined
by a court of competent jurisdiction, incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity. 


        Section 7.3    Indemnification Procedures.    In seeking indemnification under Article 7.1 or 7.2, the
Parties agree to abide by the following procedure: 


        (a)
For the purposes of this Article 7.3, the term "Indemnitee" shall mean the person(s) entitled, or claiming to be entitled, to be indemnified pursuant in the provisions of
Article 7.1 or 7.2 hereof. The term "Indemnitor" shall mean the person(s) having the obligation to indemnify pursuant to such provisions. 



        (b)
An Indemnitee shall promptly give the Indemnitor written notice of any matter which an Indemnitee has determined has given or could give rise to a right of an indemnification under
this Agreement, stating the amount of the loss, if known, and method of computation thereof, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect
of 


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which such right of indemnification is being claimed or arises. If an Indemnitee shall receive notice of any claim by a third party which is or may be subject to indemnification (a "Third Party
Claim") the Indemnitee shall give the Indemnitor prompt written notice of such Third Party Claim and shall permit the Indemnitor, at its option, to participate in the defense of such Third Party Claim
by counsel of its own at its own costs and expense. If, however, the Indeinnitor acknowledges in writing its obligation to indemnify the Indemnitee hereunder against all losses that may result from
such Third Party Claim (subject to the limitations set forth herein), then the Indemnitor shall be entitled, at its option, to assume and control the defense of such Third Party Claim at its expense
and through counsel of its choice. In the event the Indemnitor exercises its rights to undertake the defense of any such Third Party Claim, the Indemnitee shall co-operate with the
Indemnitor in such defense and make available to the Indemnitor, at the Indemnitor's expense, all witnesses, pertinent records, materials and information in its possession or under its control
relating thereto as is reasonably required by the Indemnitor. Similarly, in the event the Indemnnitor is directly or indirectly, conducting the defense against any such Third Party Claim, the
Indemnitor shall cooperate with the Indemnitee in such defense and make available in it all such witnesses, records, materials and information in its possession or under its control relating thereto
as is reasonably required by the Indemnitee. No such Third Party Claim may be settled by the Indemnitor without the written consent of the Indemnitee, unless the settlement involves only the payment
of money by the Indemnitor. No Third Party Claim which is being defended in good faith by the Indemnitor shall be settled by the Indemnitee without the written consent of the Indemnitor. 



        Section 7.4    Survival of Representations, Warranties and Indemnity.    All representations and warranties
made by the Parties in this Agreement or in any certificate document or instrument furnished in connection herewith, and the indemnification obligations contained in this Agreement, shall survive the
Closing and any investigation at any time before or after Closing made by or on behalf of the Parties hereto and shall expire on the first anniversary of the Closing Date,  provided, however, that (i) any claim which is submitted in writing to the indemnifying Party
prior to such first anniversary may still be enforced thereafter, and (ii) any claim relating to Seller's representations made in Section 6.1 (m) (Taxes and Duties) may still be
raised after the first anniversary of the Closing Date, but not later than one year after notification of the respective claims to Purchaser by the tax authorities or social security institutions. The
limitations, time limits and Purchaser's investigation and notification and other duties under articles 200, 201 and 210 of the Swiss Code of Obligations are hereby expressly waived. 


 
 

ARTICLE 8
  CONFIDENTIALITY    
  



        Section 8.1    Confidentiality.    The Parties agree to preserve the confidential nature of the Confidential
Information which is disclosed by either Party (the "Disclosing Party") to the other (the "Receiving Party") and to take any and all necessary steps to insure that such Information is not revealed to
third parties or to any person unauthorized in writing by the Disclosing Party. The responsibilities set forth herein shall survive the termination of this Agreement unless the prior written consent
of the Disclosing Party has been obtained or unless any such information has previously been publicly disclosed. Should the Receiving Party be ordered by a court of competent jurisdiction or
administrative authority to disclose this Agreement or confidential information disclosed by the Disclosing Party to the Receiving Party, it shall give written notice to the Disclosing Party before
making any disclosure not permitted by this Article, shall use its best efforts to either resist disclosure or disclose solely subject to an attorneys' eyes-only protective order or such
other protective order as the Disclosing Party shall approve. This Article shall survive the termination of this Agreement. 


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ARTICLE 9
  TERMINATION    
  


        Section 9.1    Termination of Agreement.    This Agreement may be terminated, and the transactions contemplated
hereby may be abandoned at any time prior to Closing: 


        (a)
by the mutual consent of the Parties; 


        (b)
by either Party if any of the conditions to the Closing as set forth in Article 4.1 is not fulfilled or waived by the Party for whose benefit the conditions exist on or prior
to the Closing Date; or 


        (c)
by either Party if the Closing has not occurred on or prior to October 31, 2001. 


        Section 9.2    Rights of Termination.    The rights of termination as provided for under Article 9.1
hereof may be exercised at any time after the occurrence of an event or the discovery of circumstances which gives rise to a right of termination. However, failure to assert a right of termination
upon the occurrence of an event or the discovery of circumstances which give rise to a right of termination shall not be, or be deemed, a waiver of such right. 


        Section 9.3    No Waiver of Rights.    A termination under Article 9.1 hereof shall not relieve either
Party of any liability for a Breach, and any such termination shall not be deemed to be a waiver of any available remedy for any such Breach, and in the event of any such Breach, the prevailing Party
shall also be entitled to its reasonable attorneys' fees and expenses. 


 
 

ARTICLE 10
  MISCELLANEOUS    
  


        Section 10.1    Expenses.    The Parties shall each pay their own expenses incident to the negotiation
preparation and execution of this Agreement and the consummation of the transactions contemplated hereunder, including any and all disbursements to their respective counsel. 


        Section 10.2    Assignment.    Unless specifically consented to in writing by the other Party, neither Party
may assign or transfer this Agreement or any of its rights hereunder, and any attempted assignment thereof shall be void and of no force and effect. It is expressly understood and agreed that either
Party is under no obligation to consent to any proposed assignment on the part of the other Party and that each of the Parties, in its sole discretion, shall have absolute authority to decide whether
or not a consent to assignment shall be given. 


        Section 10.3    Notice.    Notices to be given to any Party under this Agreement shall not be effective unless
given in writing and hand delivered or mailed by certified mail, or via overseas courier, 


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or sent by electronic mail or facsimile to such Party at the following addresses. Any Party may change its address by giving notice of such change in the manner above provided. 



	For Rota:	 	Flavio Rota

8 Chemin Ritter

2502 Bienne, Switzerland

Phone: 032-342-5267

Fax: 032-342-5867
	

For Meliga	
 	

Meliga Habillement Horloger SA

Ch. de la Clôture 6

C.P. 95

2502 Bienne, Switzerland

Attention: Jorg Bader

Telephone: 032-344-2999

Facsimile: 032-344-2983
	

For Purchaser:	
 	

Montres Antima SA

Rue Th. Kocher 11

CH-2502 Bienne

Switzerland

Attention: Enrico Margaritelli

Telephone: 032-322-3462

Facsimile: 032-322-0471
	

with copy to:	
 	

Fossil, Inc.

2280 North Greenville Ave.

Richardson, Texas 75082

Attention: T.R. Tunnell, Executive Vice President

Phone: 972-699-2139

Fax: 972-498-9639

E-mail: trtunnell@fossil.com








        Notices
sent via certified mail or oversees courier shall be deemed to have been received as of the date indicated by the postal or courier's receipt as having been received by the
intended recipient. Notices sent via electronic mail or facsimile shall be deemed to have been received two (2) business days after the date on which they were transmitted, provided the Party
transmitting any such notice mails a copy of the notice on the next business day to the Party to be notified via certified or registered mail or via overseas courier 



        Section 10.4    Governing Law.    This Agreement shall be governed by and construed in accordance with the laws
of Switzerland. 


        Section 10.5    Dispute Resolution.    Any and all dispute, controversies differences which may arise out of or
in relation to or in connection with this Agreement or the transactions contemplated hereby including its legal validity shall be finally settled and binding upon the parties hereto by an arbitration
process to be held in Zurich, Switzerland. The arbitration tribunal will be comprised of an arbitrator jointly designated by the parties or, if the parties cannot agree on an arbitrator within a time
period of one month, then by three arbitrators, one designated by each Party within a further month and the third one,who will act as chairman of the arbitral tribunal by the others. Any arbitrator
not appointed as provided above shall be appointed by the Zurich High Court (§ 239 para. 2 Zurich Code of Civil Procedures applicable pursuant to Art. 179 para. 2 Swiss Federal
Statute on International Private Law, "IPRG") at the request of one party. The language of such arbitration shall be English and such arbitration shall be conducted according to the rules of the
IPRG). As far as the IPRG does not 


10





 




contain mandatory provisions, the arbitrators shall apply the procedural provisions of the International Arbitration Rules of the Zurich Chamber of Commerce as in force at the time of the
commencement of the arbitration proceedings, provided, however, that such rules shall not apply to the extent that (i) they contravene the present arbitration clause, or (ii) they call
for an involvement of the Zurich Chamber of Commerce.


        Section 10.6    Binding Effect; Entire Agreement.    All the terms and provisions of this Agreement shall be
binding upon and inure to the benefit of the Parties herein and to their respective successors. This Agreement contains the entire agreement between the Parties with respect to the subject matter
hereof and shall supersede all previous and contemporaneous negotiations, commitments and undertakings, whether written or oral. No waiver or amendment to this Agreement will be effective unless it is
in writing and is signed by a duly authorized representative of the Party sought to be bound thereby. 


        Section 10.7    Counterparts.    This Agreement may be executed simultaneously in two or more counterparts each
of which shall be deemed an original, but all of which together shall constitute one and the same instrument 



        Section 10.8    Publicity.    Except as may otherwise be required by law, neither Party may make any
announcement including any announcement to employees, customers, or suppliers or otherwise make publicly available any statement or release concerning this Agreement or the transactions contemplated
hereunder without first obtaining the other Party's written approval of any proposed statement or release. If either Party is required by law to make any statement or other disclosure concerning this
Agreement or the transactions contemplated hereby (the Disclosing Party), the Disclosing Party shall provide the other Party the opportunity to review and comment upon such statement or disclosure
prior to its filing or release and shell make any revisions therein that the other Party may reasonable request. 



        IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date
of this Agreement. 


 
 

MONTRES ANTIMA SA    
  



	

By: 
Name: 
Title: 
	
 	

 
	
MELIGA HABILLEMENT HORLOGER SA	
 	

 
	

By: 
Name: 
Title: 
	
 	

 
	
FLAVIO ROTA, individually	
 	

 
	

 	
 	

 
	
	 	 




11





 
 

SCHEDULE 1
  
    COMPANY EXCERPT FROM COMMERCIAL REGISTER    
  





 
 

SCHEDULE 2
  
    AGREED FORM OF MINUTES OF BOARD MEETING    
  





 
 

EXHIBIT A
  
    1999 FINANCIAL STATEMENTS    
  





 
 

EXHIBIT B
  
    2000 FINANCIAL STATEMENTS    
  





 
 

EXHIBIT C
  
    INTERIM FINANCIAL STATEMENTS AND
  BALANCE SHEET DATED JUNE 30, 2001    
  





 
 

EXHIBIT D
  
    ARTICLES OF ASSOCIATION    
  









QuickLinks


STOCK PURCHASE AGREEMENT

RECITALS

ARTICLE 1 DEFINITIONS

ARTICLE 2 PURCHASE AND SALE

ARTICLE 3 CONSIDERATION

ARTICLE 4 CLOSING

ARTICLE 5 [Reserved]

ARTICLE 6 REPRESENTATIONS, WARRANTIES AND COVENANTS

ARTICLE 7 INDEMNIFICATION

ARTICLE 8 CONFIDENTIALITY

ARTICLE 9 TERMINATION

ARTICLE 10 MISCELLANEOUS


MONTRES ANTIMA SA


SCHEDULE 1 COMPANY EXCERPT FROM COMMERCIAL REGISTER

SCHEDULE 2 AGREED FORM OF MINUTES OF BOARD MEETING

EXHIBIT A 1999 FINANCIAL STATEMENTS

EXHIBIT B 2000 FINANCIAL STATEMENTS

EXHIBIT C INTERIM FINANCIAL STATEMENTS AND BALANCE SHEET DATED JUNE 30, 2001

EXHIBIT D ARTICLES OF ASSOCIATION