ASSET PURCHASE AGREEMENT

                                  BY AND AMONG

                            TOMMY ARMOUR GOLF COMPANY

                                 USI CANADA INC.

                        TOMMY ARMOUR GOLF (SCOTLAND) LTD.

                           USI AMERICAN HOLDINGS, INC.

                                       AND

                           TEARDROP ACQUISITION CORP.

                                       AND

                              TEARDROP GOLF COMPANY


                                      DATED

                                OCTOBER 31, 1997





<PAGE>

                                LIST OF SCHEDULES

Schedule 2.1      Purchase Price Allocation

Schedule 2.2      Accounting Principles

Schedule 4.4      Preliminary Balance Sheet

Schedule 4.5      Absence of Certain Liabilities and Changes

Schedule 4.7      Receivables

Schedule 4.9      Contracts

Schedule 4.10     Labor Matters

Schedule 4.11     Employee Benefit Plans and Benefit Arrangements, etc.

Schedule 4.12     Litigation; Compliance with Laws

Schedule 4.13     Real Property

Schedule 4.15     Proprietary Rights

Schedule 4.16     Environmental Matters

Schedule 4.17     Permits and Licenses

Schedule 4.18     Insurance

Schedule 4.19     Employees

Schedule 4.20     Certain Assets

Schedule 5.3      Capitalization

Schedule 5.4      Parent's Balance Sheet

Schedule 5.5      No Material Adverse Change

Schedule 6.2      Conduct of the Business Pending the Closing

Schedule 6.3      Pension Trusts

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Schedule 6.17     Callaway Non-Competition Obligations

Schedule 8.1      Bank Accounts

Exhibit A         Certificate of Designation


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                                TABLE OF CONTENTS

1.  Sale and Purchase of Assets...............................................
    1.1      Sale and Purchase of Assets......................................
    1.2      Excluded Assets..................................................
    1.3      Assignment of Contracts..........................................
    1.4      Obtaining Permits and Licenses...................................
    1.5      Certain Liabilities Assumed by Buyer.............................

2.  Purchase Price............................................................
    2.1      Purchase Price...................................................
    2.2      Adjustment of Purchase Price.....................................
    2.3      Payment of Purchase Price........................................

3.  Closing...................................................................
    3.1      Date of Closing .................................................
    3.2      Termination......................................................

4.  Representations and Warranties of Sellers.................................
    4.1      Organization, Standing and Authority of Sellers..................
    4.2      Authorization of Agreement.......................................
    4.3      Consents of Third Parties........................................
    4.4      Preliminary Balance Sheet........................................
    4.5      Absence of Certain Liabilities and Changes.......................
    4.6      Inventory........................................................
    4.7      Receivables......................................................
    4.8      Taxes............................................................
    4.9      List of Material Contracts.......................................
    4.10     Labor Matters....................................................
    4.11     Employee Benefit Plans and Benefit Arrangements..................
    4.12     Litigation; Compliance with Laws.................................
    4.13     Real Property....................................................
    4.14     Tangible Personal Property.......................................
    4.15     Proprietary Rights...............................................
    4.16     Environmental Matters............................................
    4.17     Permits and Licenses.............................................
    4.18     Insurance........................................................
    4.19     Employees........................................................
    4.20     Sufficiency of Assets............................................
    4.21     Transactions with Affiliates.....................................
    4.22     No Material Omissions............................................

<PAGE>

5.  Representations and Warranties of Buyer...................................
    5.1      Buyer's Organization.............................................
    5.2      Authorization of Agreement.......................................
    5.3      Capitalization
    5.4      SEC Reports, Financial Statements, No Undisclosed Liabilities....
    5.5      No Material Adverse Change.......................................
    5.6      Consents of Third Parties........................................
    5.7      Litigation.......................................................
    5.8      Financing........................................................
    5.9      Transactions With Affiliates.....................................
    5.10     Section 203 of the DCGL Not Applicable...........................
    5.11     No Material Omissions............................................

6.  Further Agreements of the Parties.........................................
    6.1      Access to Information............................................
    6.2      Conduct of the Business Pending the Closing......................
    6.3      Employee and Employee Benefit Matters............................
    6.4      Registration of Stock............................................
    6.5      Other Action.....................................................
    6.6      Notices..........................................................
    6.7      Expenses.........................................................
    6.8      Publicity........................................................
    6.9      Transfer Taxes...................................................
    6.10     Supplement to Disclosures........................................
    6.11     Preservation of Records..........................................
    6.12     Certain Post-Closing Assistance by the Buyer.....................
    6.13     No Amendments of Preferred Stock Provisions......................
    6.14     Treasury Matters.................................................
    6.15     Use of Trade Names and Trademarks................................
    6.16     D&O Insurance....................................................
    6.17     Callaway Non-Competition Obligations.............................
    6.18     Board Seat.......................................................
    6.19     Restrictions on Sale of Stock....................................
    6.20     No Solicitation..................................................
    6.21     Certain Financial Statements.....................................
    6.22     Location of Assets...............................................

7.  Conditions of Closing.....................................................
    7.1      Conditions Precedent to Obligations of Buyer.....................
    7.2      Conditions Precedent to Obligations of Sellers...................


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8.  Documents to be Delivered at the Closing..................................
    8.1      Documents to be Delivered by Sellers.............................
    8.2      Documents to be Delivered by Buyer...............................

9.  Indemnification and Related Matters.......................................
    9.1      Indemnification..................................................
    9.2      Determination of Damages and Related Matters.....................
    9.3      Time and Manner of Certain Claims................................
    9.4      Defense of Claims by Third Parties...............................
    9.5      Environmental Matters............................................

10. Miscellaneous.............................................................
    10.1     Bulk Sales Compliance............................................
    10.2     Finders..........................................................
    10.3     Entire Agreement.................................................
    10.4     Jurisdiction and Governing Law...................................
    10.5     Schedules; Tables of Contents and Headings.......................
    10.6     Notices..........................................................
    10.7     Separability.....................................................
    10.8     Waiver...........................................................
    10.9     Binding Effect; Assignment.......................................
    10.10    Joint and Several Liability......................................
    10.11    Joint Agreement..................................................
    10.12    Best Knowledge...................................................
    10.13    Counterparts.....................................................


                                       -v-

<PAGE>

                            ASSET PURCHASE AGREEMENT

         The parties to this Asset Purchase Agreement dated October 31, 1997
(this "Agreement") are Tommy Armour Golf Company ("Tommy Armour"), a Delaware
Corporation; USI Canada Inc. ("USI Canada"), an Ontario corporation; and Tommy
Armour Golf (Scotland) Ltd. ("TAG Scotland"), a company incorporated with
limited liability under the laws of Scotland ("Sellers"); USI American Holdings,
Inc., a Delaware corporation ("Shareholder"); and TearDrop Acquisition Corp., a
Delaware corporation and a wholly-owned subsidiary of Parent ("Buyer") and
TearDrop Golf Company, a Delaware corporation ("Parent").

                                    Recitals

         Buyer desires to purchase, and Parent desires Buyer to purchase, and
Sellers desire to sell, substantially all of Sellers' assets and properties
employed or held in connection with the business of manufacturing and selling
golf clubs, golf gloves and any golf products and accessories (collectively, the
"Business"). As part of such purchase and sale, Buyer is willing to assume
certain obligations and liabilities of the Business as expressly set forth
herein. Sellers are wholly-owned, indirect subsidiaries of Shareholder and, in
connection with such purchase and sale, Shareholder is willing to make certain
undertakings, as set forth herein.

         It is therefore agreed as follows:


         1. Sale and Purchase of Assets.

         1.1 Sale and Purchase of Assets. Subject to the terms and conditions of
this Agreement, at the closing referred to in Section 3 (the "Closing"), Sellers
shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall
purchase, acquire and accept from Sellers, all of the Sellers' right, title and
interest in and to all of the assets used in the Business (other than the
Excluded Assets referred to in Section 1.2), tangible and intangible, with such
changes, deletions or additions thereto as may occur from the date hereof to the
Closing in the ordinary course of business and consistent with the terms and
conditions of this Agreement (the "Assets"), including, without limitation, the
following:

                  (a) the real property (including the land and buildings,
improvements and structures located thereon and all appurtenances and rights
belonging thereto) owned or leased by Sellers and used in the Business all as
described in Schedule 4.13 (the "Real Property"), together with any plans and
specifications, warranties, guaranties, licenses, permits and approvals (subject
to Section 1.4 hereof) and other rights and benefits relating to the ownership,
use, construction and operation thereof;


                                      -1-
<PAGE>

                  (b) all the furnishings, furniture, office supplies, computers
and computer software, vehicles, tools, machinery and equipment and other fixed
assets owned by Sellers and used in the Business (the "Equipment");

                  (c) all accounts receivable of the Business, including but not
limited to all accounting records of Sellers, credit files, notes, guarantees
and collateral to the extent relating thereto;

                  (d) all quantities of inventory, wherever situated, including
but not limited to finished goods, raw materials and work-in-progress used in
the Business (the "Inventory");

                  (e) all Assumed Contracts (as defined in Section 1.5);

                  (f) prepaid expenses (including, wages, benefits and insurance
(other than the insurance referred to in Section 1.2(d));

                  (g) all files and documents to the extent relating to
customers and vendors of the Business, including but not limited to customer
lists, and other business and financial records, financial statements, work
papers, files, books, records and documents to the extent relating to the
Business or the Real Property;

                  (h) all patents, trademarks and trade names and applications
therefor, trade secrets, and technical information and know-how, which are owned
by Sellers and used in the Business, and all goodwill associated therewith;

                  (i) all bank accounts of the Business and all cash remaining
therein on the Closing Date; and

                  (j) all municipal, state and federal franchises,
authorizations, permits and licenses of the Business or related to the Real
Property.

         1.2 Excluded Assets. The parties to this Agreement expressly understand
and agree that the Sellers are not selling, assigning, transferring or conveying
to Buyer the following assets, rights and properties which shall be specifically
excluded from the transactions contemplated by this Agreement (the "Excluded
Assets"):

                  (a) amounts owed to a Seller by or claims by a Seller against
third parties (excluding accounts receivable), including any right or claim to
insurance proceeds, refunds of any non-assigned deposits, tax refunds, or tax
abatements for which a Seller may have a claim with respect to the Assets or
Business conducted prior to the Determination Time, as defined in Section 3.1;


                                      -2-
<PAGE>

                  (b) the name "U.S. Industries" or derivations thereof;

                  (c) minute books, stock ledger records and related records of
the Sellers;

                  (d) any insurance policies of any affiliate other than the
Sellers;

                  (e) any shares of capital stock;

                  (f) any assets of Sellers held in connection with or used in
the operation of Sellers' subsidiaries or affiliates which do not primarily
relate to the Business; provided that any such assets owned by Sellers and
located at the Real Property are not Excluded Assets; and

                  (g) the assets referred to in Schedule 4.20 and any other
assets of the Sellers specifically set forth in this Agreement as not being
transferred to Buyer.

                  (h) assets which have been assigned to or contractually agreed
to be transferred to Callaway Golf Company.

         1.3 Assignment of Contracts.

                  (a) Contracts Assignable Without Consent. Subject to the
provisions of this Section 1.3, Sellers shall assign to Buyer, and Buyer shall
assume, as of the Determination Time, all of the rights and obligations of
Sellers under the Contracts.

                  (b) Non-assignability. To the extent that any Contract or any
claim, right or benefit arising thereunder or resulting therefrom is not capable
of being sold, assigned, transferred or conveyed without the approval, consent
or waiver of the other party thereto, or any third person (including a
government or governmental unit) then unless such approval, consent or waiver is
obtained, or if such sale, assignment, transfer or conveyance or attempted
assignment, transfer or conveyance would constitute a breach thereof or a
violation of any law, decree, order, regulation or other governmental edict (the
"Interests"), this Agreement shall not constitute a sale, assignment, transfer
or conveyance thereof, or an attempted assignment, transfer or conveyance
thereof. Sellers shall use all reasonable efforts, and Buyer shall reasonably
cooperate with Sellers, to obtain all necessary approvals, consents or waivers,
or to resolve any such impediments to transfer as necessary to convey to Buyer
each such Interest as soon as practicable; provided, however, that neither the
provisions of this Section 1.3(b) nor Section 1.3(c) shall obligate either
Sellers or Buyer to pay any consideration therefor except to obligate Seller to
pay for reasonable costs of obtaining consent, including but not limited to
filing fees and other ordinary administrative charges.


                                      -3-
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                  (c) If Waivers or Consents Cannot be Obtained. To the extent
that any of the approvals, consents or waivers referred to in Section 1.3(b)
have not been obtained by Sellers as of the Closing, or until the impediments to
transfer referred to in Section 1.3(b) are resolved, Sellers shall, during the
remaining term of such Interests, use all reasonable efforts to (i) obtain the
consent of any such third party; (ii) cooperate with Buyer, and Buyer shall use
reasonable efforts to cooperate with Sellers, in any reasonable and lawful
arrangements designed to provide the benefits of and obligations under such
Interests to Buyer so long as Buyer fully cooperates with Sellers in such
arrangements, provided that Buyer shall promptly reimburse Sellers for all
payments pursuant to such Interests made by Sellers in connection therewith and
indemnify Sellers with respect thereto, it being understood that this
requirement of reimbursement shall not apply to the cost related to obtaining
the consents; and (iii) enforce, at the request of Buyer and at the expense and
for the account of Buyer, any rights of Sellers arising from such Interests
against such issuer thereof or the other party or parties thereto (including the
right to elect to terminate any such Interests in accordance with the terms
thereof upon the advice of Buyer provided that Buyer shall indemnify Sellers
with respect thereto).

         1.4 Obtaining Permits and Licenses. Sellers will assign, transfer or
convey to Buyer at the Closing those permits and licenses which are held or used
by the Sellers in connection with the Business and the Real Property and can be
assigned without having to obtain the consent of any third party with respect
thereto which has not been then obtained; provided, however, that Sellers will
cooperate with Buyer in obtaining any third party consents necessary to the
assignment or transfer of any other permits or licenses used or held by Sellers
in connection with the Business and the Real Property which are so assignable or
transferable. Buyer shall assume, or reimburse Sellers for, all costs associated
with the assignment or transfer of permits and licenses. The failure of Sellers
to cancel any permits or licenses shall not affect the respective rights,
obligations, liabilities and indemnifications of Sellers by Buyer under this
Agreement.

         1.5 Certain Liabilities Assumed by Buyer. Effective as of the Closing,
Buyer shall, without any further responsibility or liability of or recourse to
Sellers, or their directors, shareholders, affiliates, officers, employees,
agents, consultants, representatives, successors, transferees or assignees,
absolutely and irrevocably assume and shall be solely liable and responsible for
(a) all liabilities and obligations reflected on the Final Balance Sheet (as
defined in Section 2.2 below), (b) all obligations under Contracts (as defined
in Section 4.3) provided that Assumed Liabilities excludes any Contracts
required to be listed on Schedule 4.9 that is not listed either (i) thereon or
(ii) on Schedule 4.10, 4.11 4.13, 4.15 or 4.19 (the "Assumed Contracts"), (c)
all liabilities and obligations that Buyer is agreeing to assume pursuant to
Section 6.3, and (d) any and all product warranty claims that relate to products
of the Business sold or manufactured prior to the Closing. The matters
identified in the foregoing clauses (a) through (d) shall be referred to herein
collectively as the "Assumed Liabilities". Any other liabilities, claims or
obligations shall not be assumed by Buyer.


                                      -4-
<PAGE>

         2. Purchase Price.

         2.1 Purchase Price.

                  (a) The purchase price for the Assets (the "Purchase Price")
shall consist of (i) Ten Million Dollars ($10,000,000) (the "Cash Purchase
Price"), plus the assumption by the Buyer of the Assumed Liabilities, subject to
post-closing adjustment pursuant to Section 2.2, (ii) One Hundred Thousand
(100,000) shares of duly authorized, validly issued, fully paid and
non-assessable preferred stock of the Parent having a redemption value of Ten
Million Dollars ($10,000,000) and having the rights set forth in Exhibit A to
this Agreement (the "Preferred Stock"), subject to post-closing adjustment
pursuant to Section 2.2, and (iii) One Million (1,000,000) duly authorized,
validly issued, fully paid and non-assessable shares of the Parent's common
stock, subject to increase as provided for in Section 2.1(b) (the "Common
Stock", and together with the Preferred Stock, the "Stock"). The Purchase Price
shall be payable as provided in Section 2.3.

                  (b) If the Average Price of the Parent's common stock quoted
on the Nasdaq SmallCap Market over the five trading days prior to the Closing
Date is less than $4.00 per share, Buyer shall provide to Sellers at the Closing
in addition to 1,000,000 shares set forth in (a)(iii) above, at Buyer's option
either cash and/or shares of Parent's common stock valued at the Average Price
of the Parent's common stock (the average price of the bid and asked for such
five day period is referred to herein as the "Average Price") to make Sellers
whole for the difference between $4.00 per share and the Average Price. If the
bid price of Parent's common stock exceeds $4.00 per share for any five
consecutive trading day period during the six month period following the
Closing, the additional cash and/or shares provided by Buyer to Sellers pursuant
to the preceding sentence shall be returned by Sellers to Buyer.

                  (c) The Purchase Price shall be allocated among the Assets and
the Sellers in accordance with Schedule 2.1, to which allocation Buyer and
Sellers agree to be bound. Buyer and Sellers agree to file all returns and
reports including, without limitation, all federal, state and local income and
franchise tax returns, on the basis of such allocation.

         2.2 Adjustment of Purchase Price.

                  (a) The Purchase Price shall be adjusted as follows, and shall
be payable in accordance with Section 2.3:

                           (i) For purposes hereof, "Final Net Worth" shall mean
the Assets of the Business less the Liabilities of the Business, as reflected in
the Final Balance Sheet referred to in Section 2.2(b). "Target Net Worth" shall
mean $22,961,000.


                                      -5-
<PAGE>

                           (ii) If the amount of the Final Net Worth in
accordance with this Section is less than the Target Net Worth, the Purchase
Price shall be decreased by an amount equal to the difference between the Final
Net Worth and the Target Net Worth.

                           (iii) If the amount of the Final Net Worth is greater
than the Target Net Worth, the Purchase Price shall be increased by an amount
equal to the difference between the Final Net Worth and the Target Net Worth.

                  (b) The Final Net Worth shall be determined as of the close of
business on the day immediately preceding the day of the Closing (the
"Determination Time") on the basis of the pro forma balance sheet of the
Business as of the Determination Time (the "Final Balance Sheet"). The Final
Balance Sheet shall be prepared by Sellers in accordance with generally accepted
accounting principles as supplemented by the principles set forth in Schedule
2.2 (the "Accounting Principles") and shall be reported upon by Price Waterhouse
LLP ("PW"); provided, however, that should PW be unable or unwilling to provide
the report described above, Sellers shall promptly engage another independent
public accounting firm of national reputation reasonably acceptable to Buyer
(the "Alternate Firm") to provide such report, or Buyer and Sellers may agree to
the amount of Final Net Worth and the amount of any required adjustment to the
Purchase Price as contemplated by this Section 2.2. PW or the Alternate Firm, as
the case may be, shall hereinafter be referred to as the "Auditor". Sellers
shall be responsible for the fees and expenses of the Auditor.

                  (c) Sellers shall engage the Auditor to examine the Final
Balance Sheet and shall use their best efforts to cause the Auditor to conclude
its report so as to enable Sellers to deliver to Buyer the Final Balance Sheet
within sixty (60) days after the Closing (or, in the event the Auditor is the
Alternate Firm, within sixty (60) days after the Alternate Firm is engaged),
together with a report of the Auditor thereon (i) setting forth the amount of
Final Net Worth reflected in the Final Balance Sheet, (ii) stating that (y) the
examination has been made in accordance with generally accepted auditing
standards, and (z) the Final Balance Sheet has been prepared in conformity with
the Accounting Principles, and (iii) setting forth the amount of any required
adjustment to the Purchase Price pursuant to this Section 2.2. Buyer and Sellers
shall take such actions as are necessary to cause the Auditor's audit of the
Final Balance Sheet to be performed expeditiously. During the period from the
Closing Date (as defined in Section 3.1) until the date of delivery of the Final
Balance Sheet, Buyer shall give Sellers, the Auditor and other appropriate
personnel such assistance and access to the assets and books and records of the
Sellers as each Seller and the Auditor shall reasonably request during normal
business hours in order to enable them to prepare and examine, respectively, the
Final Balance Sheet. Parent's regular independent accountants, or such other
independent accounting firm engaged by Buyer (which shall not be the Unrelated
Accounting Firm referred to below) ("Buyer's Auditor") shall, at Buyer's
expense, have the opportunity to observe the taking of the inventory of the
Sellers in connection with the preparation of the Final Balance Sheet, and to
examine the work papers, schedules and other documents prepared by Sellers in
connection with its preparation of the Final Balance Sheet.


                                      -6-
<PAGE>

Sellers shall use their reasonable efforts to cause the Auditor to permit Buyer
and Buyer's Auditor to examine the Auditor's work papers used in connection with
its audit of the Final Balance Sheet.

                  (d) Within thirty (30) days following the delivery of the
Final Balance Sheet and the related report of the Auditor, Buyer shall deliver
to each Seller a notice of objection (an "Objection Notice") or a notice of
acceptance (an "Acceptance Notice") with respect to the Final Balance Sheet and
related auditor's report. Such Final Balance Sheet and related auditor's report
shall be final and binding on the parties if an Acceptance Notice is delivered
to each Seller or if no Objection Notice is delivered to each Seller within such
thirty (30) day period. If an Objection Notice is delivered within such thirty
(30) day period, except for the objections included in the Objection Notice,
such Final Balance Sheet and related audited report shall be final and binding
on the parties. Any Objection Notice shall specify in reasonable detail the
items on the Final Balance Sheet disputed and shall describe in reasonable
detail the basis for the objection and all material relevant information in the
possession of the objecting party which forms the basis thereof, as well as the
amount in dispute. If an Objection Notice is given, the parties shall consult
with each other with respect to the objection. If the parties are unable to
reach agreement within fifteen (15) days after an Objection Notice has been
given, any unresolved disputed items shall be promptly referred to Arthur
Andersen LLP, provided that such firm would not have a material conflict of
interest in so serving (the "Unrelated Accounting Firm"). If such firm is unable
or unwilling to serve in such capacity, the parties shall agree on another firm,
or, failing such agreement, a certified public accountant or firm of accountants
shall be designated to serve as the Unrelated Accounting Firm pursuant to the
Commercial Arbitration Rules of the American Arbitration Association. The
Unrelated Accounting Firm shall be directed to render a written report on the
unresolved disputed issues with respect to the Final Balance Sheet as promptly
as practicable and to resolve only those issues of dispute set forth in the
Objection Notice. The resolution of the dispute by the Unrelated Accounting Firm
shall be final and binding on the parties. The fees and expenses of the
Unrelated Accounting Firm shall be borne equally by Sellers and Buyer.

         2.3 Payment of Purchase Price.

                  (a) Concurrently with the execution of this Agreement, Buyer
shall deliver 50,000 shares of Parent's common stock in the name of Tommy Armour
to Sellers as the "Down Payment". The Down Payment shall be non-refundable
except to the extent otherwise set forth in the next sentence. In the event the
Agreement is terminated (i) by Sellers for any reason other than (A) the
non-fulfillment of the conditions set forth in Section 7.2 or (B) pursuant to
Section 3.2(c) or (d) (as modified by the first paragraph of Section 3.2) or
(ii) by Buyer as a result of the non-fulfillment of any of the conditions set
forth in Section 7.1, Sellers shall promptly return the Down Payment to Buyer.
The certificates representing the shares constituting the Down Payment will
contain a legend to the effect that such shares are subject to return under the
circumstances described in this Section 2.3(a).


                                      -7-
<PAGE>

                  (b) At the Closing Buyer shall pay to Sellers an amount equal
to the Cash Purchase Price by wire transfer of immediately available funds to an
account designated by Sellers and shall deliver certificates in forms reasonably
satisfactory to Sellers representing 950,000 shares of Common Stock of Parent
and representing the Preferred Stock and shall pay and/or deliver any additional
consideration payable or deliverable pursuant to Section 2.1(b).

                  (c) If Buyer delivers to Sellers the Acceptance Notice
referred to in Section 2.2(d) or fails to deliver an Objection Notice within the
thirty (30) day period required by Section 2.2(d), then (i) in the event the
Final Net Worth is less than the Target Net Worth, Sellers shall within two (2)
business days after the delivery of such Acceptance Notice or the expiration of
such thirty (30) day period, as the case may be, pay to Buyer the amount by
which the Target Net Worth exceeds the Final Net Worth, or (ii) in the event the
Final Net Worth exceeds the Target Net Worth, Buyer shall within two (2)
business days after the delivery of such Acceptance Notice or the expiration of
such thirty (30) day period, as the case may be, pay to Sellers the amount by
which the Final Net Worth is greater than the Target Net Worth. Alternatively,
if Buyer delivers to Sellers the Objection Notice referred to in Section 2.2(c),
within two (2) business days after such delivery, (y) Sellers shall pay to Buyer
the amount, if any, by which the undisputed portion of the Final Net Worth is
less than the Target Net Worth, or (z) Buyer shall pay to Sellers the amount, if
any, by which the undisputed portion of the Final Net Worth is greater than the
Target Net Worth. Within two (2) days after the resolution of any dispute by the
parties or the Unrelated Accounting Firm relating to the Objection Notice,
Sellers shall pay to Buyer, or Buyer shall pay to Sellers, as the case may be,
the amount of any further adjustment required. The payment pursuant to this
Section 2.3(c) shall be made in the manner prescribed in Section 2.3(d).

                  (d) Any payment(s) pursuant to Section 2.3(c) shall be made
(a) one-half by certified or bank cashier's check, or, at the recipient's
option, by wire transfer of immediately available funds and shall be accompanied
by payment of an amount determined by computing simple interest on the amount of
that payment at the rate of interest announced publicly by Bank of America in
San Francisco from time to time as its "reference rate" (on the basis of a
365-day year) from the Closing Date to the date of payment and (b) one-half in
Parent's preferred stock (of the same class and series as the Preferred Stock)
at the redemption value of $100.00 per share, measured at the redemption value
of $100.00 per share (together with any accrued but unpaid dividends as if
issued on the Closing Date if payable to Sellers and if payable to Buyer
increased by any dividends thereon paid to Sellers). If there is additional
preferred stock issued by Parent to Sellers, Buyer shall cause such preferred
stock to satisfy the representations and warranties contained in Section 5.3
hereof, to the extent applicable.


                                      -8-
<PAGE>

         3. Closing.

         3.1 Date of Closing. The Closing shall take place at the offices of
Sellers' counsel (or at such other place as the parties may agree in writing) on
November 7, 1997 or such other date mutually designated by Sellers and Buyer, or
as extended under Section 3.2, but in no event later than five (5) business days
after the date when each of the conditions specified in Article 7 have been
fulfilled (or waived by the party entitled to waive that condition). The date on
which the Closing is held is referred to in this Agreement as the "Closing
Date". At the Closing, the parties shall execute and deliver the documents
referred to in Section 8.

         3.2 Termination. This Agreement may be terminated at any time prior to
the Closing (notwithstanding the dates below of November 7, 1997, if the reason
the conditions under Section 3.2(c) have not been satisfied relate to Buyer's
not having obtained financing by such date, then the dates in Sections 3.2(b)
and (c) shall be extended to November 14, 1997):

                  (a) by mutual written agreement executed by Sellers and Buyer;

                  (b) by Buyer, if any of the conditions specified in Section
7.1 shall not have been satisfied or waived in writing by Buyer on or before
November 7, 1997;

                  (c) by Sellers, if any of the conditions specified in Section
7.2 shall not have been satisfied or waived in writing by Sellers on or before
November 7, 1997; or

                  (d) Without limiting the rights of Buyer or Sellers under
Sections 3.2(b) and 3.2(c), this Agreement may in any event be terminated by
Sellers or Buyer if the Closing shall not have occurred by November 14, 1997.

         Upon such termination none of the parties shall have any liability or
further obligation arising out of this Agreement except for any liability
resulting from its breach of this Agreement prior to termination. If the breach
is by Buyer or Parent, Seller shall be entitled to retain the Down Payment and
to the extent that Seller's damages arising from the breach of this Agreement
are in excess of the value of the Down Payment as of the date of the receipt of
the Down Payment, Sellers shall be entitled to be reimbursed by Parent for such
damages in excess of the Down Payment. Buyer's obligations under Section 6.1
shall survive the termination of this Agreement. Anything to the contrary
notwithstanding in this Agreement, to the extent there is a breach of this
Agreement that does not constitute a willful breach and another party terminates
this Agreement by reason of such non-willful breach, then the terminating
party's damages, except for the Down Payment, shall be limited to all out of
pocket expenses arising out of the negotiation of this Agreement, including any
out-of-pocket expenses incurred by it respecting diligence performed by it or on
its behalf.


                                      -9-
<PAGE>

         4. Representations and Warranties of Sellers. Sellers and Shareholder
jointly and severally represent and warrant to Buyer that:

         4.1 Organization, Standing and Authority of Sellers. Sellers and
Shareholder are corporations duly organized, validly existing and in good
standing under the laws of the jurisdiction of their incorporation and have full
corporate power and authority to enter into and perform this Agreement. Sellers
and Shareholder are qualified to do business and are in good standing in each
jurisdiction in which the nature of their business or the properties owned or
leased by them requires qualification, except where the failure to be so
qualified or in good standing would not have a Material Adverse Effect.
"Material Adverse Effect" means, with respect to Sellers, a material adverse
effect upon the businesses, operations, assets or financial condition of the
Business, taken as a whole; and, with respect to Parent, a material adverse
effect upon the business, operations, assets or financial condition of the
Parent, taken as a whole.

         4.2 Authorization of Agreement. The execution, delivery and performance
of this Agreement and all documents relating thereto by Sellers and Shareholder
have been duly authorized by all necessary corporate action of Sellers and
Shareholder and this Agreement constitutes the valid and binding obligation of
Sellers and Shareholder enforceable against them in accordance with its terms,
except to the extent enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of
creditors' rights in general and subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law). Sellers and Shareholder have the right, power and authority
to execute and deliver this Agreement and perform their respective obligations
hereunder.

         4.3 Consents of Third Parties. Subject to receipt of the consents and
approvals referred to in Schedules 4.9, 4.13, 4.15 and 4.17, the execution,
delivery and performance of this Agreement and the consummation of the
transactions contemplated hereby by Sellers will not (i) violate or conflict
with the certificates of incorporation, by-laws or other constitutive documents
of Sellers or Shareholder, (ii) conflict with, or result in the breach of, or
termination of, or constitute a default under (whether with notice or lapse of
time or both), or accelerate or permit the acceleration of the performance
required by, any contracts, agreements, leases, arrangements and/or commitments
of any kind which relate to the Business or the Real Property (the "Contracts"),
indenture, mortgage, lien, lease, agreement, commitment or other instrument, or
any order, judgment or decree, to which Sellers and Shareholder are a party or
by which Sellers or Shareholder or any of their properties are bound, (iii)
constitute a violation of any law, regulation, order, writ, judgment, injunction
or decree applicable to Sellers or Shareholder, or (iv) result in the creation
of any lien, charge or encumbrance upon the capital stock, properties or assets
of the Sellers or Shareholder, other than violations, conflicts, breaches,
terminations, accelerations and defaults specified in the foregoing clauses (ii)
through (iv) which could not reasonably be expected to have a material adverse
effect on Sellers' or Shareholder's ability


                                      -10-
<PAGE>

to perform its obligations under this Agreement. No consent, approval or
authorization of any governmental authority is required on the part of Sellers
or Shareholder in connection with the execution, delivery and performance of
this Agreement, except for filings with the Pension Benefit Guaranty
Corporation, the Internal Revenue Service, the Department of Labor and any other
similar governmental entity with respect to the transfer of assets and
liabilities of Employee Benefit Plans pursuant to this Agreement.

         4.4 Preliminary Balance Sheet. The unaudited pro forma balance sheet of
the Business, dated as of August 23, 1997 (the "Preliminary Balance Sheet"), set
forth in Schedule 4.4, presents fairly the pro forma financial condition of the
Business (including the Real Property) as at such date in accordance with the
Accounting Principles.

         4.5 Absence of Certain Liabilities and Changes. Except to the extent
reflected or reserved for in the Preliminary Balance Sheet, there are no
liabilities or obligations material to the Business or the Assets that would
normally be shown on a balance sheet prepared in accordance with the Accounting
Principles except (i) liabilities or obligations incurred in the ordinary course
of business since the date of the Preliminary Balance Sheet, and (ii)
liabilities and obligations disclosed in the Schedules hereto and liabilities
and obligations not required to be so disclosed because of their failure to meet
the materiality thresholds set forth therein, and (iii) liabilities and
obligations which are being retained by Sellers or allocated to Buyer under the
terms of this Agreement. Since the date of the Preliminary Balance Sheet,
Sellers have operated the Business in the ordinary course and, except as set
forth on Schedule 4.5, or contemplated by Schedule 6.2, there has not been:

                  (a) any change in the business, financial condition or results
of operations of the Business that has had or could reasonably be expected to
have a Material Adverse Effect;

                  (b) any change in any of the Assets or any change in the
manner of conducting the Business that has had or could reasonably be expected
to have a Material Adverse Effect;

                  (c) any damage, destruction or loss not covered by insurance
that has had or could reasonably be expected to have a Material Adverse Effect;

                  (d) any material transaction made by Sellers relating to the
Assets or Business (including the acquisition or disposition of Assets or the
entering into or terminating any contract or transaction involving more than
$20,000) other than in the ordinary course of business consistent with past
practice or as otherwise permitted or contemplated by this Agreement;


                                      -11-
<PAGE>

                  (e) any lien, security interest or other encumbrance ("Lien")
created or assumed by the Sellers on any of the Assets other than a Permitted
Lien (as such term is defined in Section 4.13);

                  (f) any grant of any severance or termination pay by the
Sellers to any executive officer or director of the Sellers or any increase in
compensation or benefits payable by the Sellers under existing employment
agreements or severance or termination pay policies to any of their employees
other than (x) in the ordinary course of business consistent with past
practices, including without limitation normal merit increases for salaried
employees, (y) increases or grants required by contracts disclosed herein or by
applicable law, or (z) increases, agreements and bonuses disclosed in Schedule
4.11;

                  (g) any adoption of, or increase in the payments to or
benefits under any employment, bonus or deferred compensation agreement entered
into between the Sellers and any of their directors, officers or other
employees, other than as disclosed in Schedule 4.11; or

                  (h) any capital expenditures by Sellers in connection with the
Business which in the aggregate are material;

                  (i) any agreement made by the Sellers to take any action that
would cause any representation or warranties in this Section 4.5 to be untrue or
incorrect.

         4.6 Inventory. The Inventory is of a quality usable and fit for sale in
the ordinary course of business of the Sellers, except for obsolete items or
damaged or defective items below standard quality as to which a provision has
been made on the books of the Sellers in accordance with the Accounting
Principles. The value of all inventory items, including finished goods,
work-in-process and raw materials, has been recorded on the books of the Sellers
at the lower of cost (determined in accordance with the accounting inventory
valuation methods of the Sellers) or fair market value.

         4.7 Receivables. All accounts receivable of the Sellers which either
are reflected on the Preliminary Balance Sheet, or were created subsequent to
the date of the Preliminary Balance Sheet, or otherwise on the books of the
Business have arisen from bona fide sales in the ordinary course of business.
Allowances in accordance with the Accounting Principles have been reflected in
the Preliminary Balance Sheet with respect to the receivables shown thereon,
and, with respect to receivables created subsequent to the date of the
Preliminary Balance Sheet, allowances have been set up on the books of the
Sellers in accordance with the Accounting Principles. Except as set forth in
Schedule 4.7, to the best knowledge of Sellers, (a) there are no material claims
which have been made in writing by any customer relating to the non-payment of
accounts receivables or (b) except for customary practices followed in the
industry relating to the return of products and except for the right to return


                                      -12-
<PAGE>

damaged or otherwise defective products, there is no legal right of customers to
return products to Sellers.

         4.8 Taxes. With respect to the operations of the Business and the
Assets prior to the Closing, Sellers have filed or will file on a timely basis
all tax returns, reports and declarations in connection with any foreign,
federal, state or local tax (including any payroll tax, employment tax, income
tax, franchise tax, gross receipt tax, license tax, capital gains tax, excise
tax, sales or use tax, withholding tax, or property tax) required to be filed,
and Sellers have paid or will pay all taxes due and payable in accordance with
such tax returns, reports and declarations or otherwise required to be paid. All
such returns, reports and declarations were correct and complete in all material
respects. There are no Liens on any of the Assets that arose or may arise in
connection with any failure (or alleged failure) to pay any tax. Sellers have
withheld and paid or collected and remitted all taxes required to have been
withheld and paid in connection with amounts paid or owing to any employee,
independent, supplier, vendor, creditor, stockholder or other third party.

         4.9 List of Material Contracts. Schedule 4.9 lists the following items
with respect to the Business: all commitments or agreements that involve an
expenditure by the Sellers of more than $20,000 for any one contract or series
of related contracts that are not cancellable without liability on less than 31
days notice provided that purchase orders are listed as of August 23, 1997 (and
all purchase orders entered into since such date have been entered into in the
ordinary course of business). Schedule 4.9 excludes, however, any items which
are to be included on Schedules 4.11, 4.13, 4.15, 4.18, 4.19 or 6.12. Except for
the Contracts listed on Schedule 4.9, 4.11, 4.13, 4.15, 4.18, 4.19 or 6.12,
there are no Contracts that the Business is obligated for outside the ordinary
course of business that in the aggregate obligate Sellers to expend more than
$100,000 pursuant to contracts that are not cancellable without liability.
Sellers have made available to Buyer complete and correct copies of all items
listed in Schedule 4.9 that are in writing, and the descriptions contained in
Schedule 4.9 of all items listed therein that are not in writing are materially
complete and correct. Except as disclosed in Schedule 4.9, the Sellers are not
in default under the terms of any item listed in Schedule 4.9, which default has
had a Material Adverse Effect. To the best knowledge of each Seller, each of the
contracts, arrangements, instruments or other agreements listed in Schedule 4.9
is valid and in full force and effect and no party has notified any Seller in
writing of its intention to cease to perform any material services required to
be performed by it or withhold any material payment required to be made by it
thereunder.

         4.10 Labor Matters. Except as set forth on Schedule 4.10, during the
past two years, there has not been, to the Sellers' knowledge, (1) any strike,
slowdown, picketing or organized work stoppage against the Business, (2) any
proceeding against or affecting Sellers relating to the alleged violation of any
legal requirement pertaining to labor relations or employment matters of the
Business, including any charge or complaint filed by an employee or union with
the National Labor Relations Board, the Equal Employment Opportunity Commission,
or any comparable governmental body, (3) any material labor or employment


                                      -13-
<PAGE>

dispute against or affecting the Business, (4) any application for certification
of a collective bargaining representative or other effort to organize employees
of the Business for the purpose of forming or joining a union, or (5) any
lockout of employees of the Business by Seller. The Business is not in violation
of any legal requirements relating to employment, workers' compensation, equal
employment opportunity, nondiscrimination, immigration, wages, hours, benefits,
collective bargaining, the payment of social security and similar taxes,
occupational safety and health, or plant closings, any of which has had a
Material Adverse Effect. There are no collective bargaining agreements to which
Sellers are a party or to which the Business is subject.

         4.11 Employee Benefit Plans and Benefit Arrangements.

                  (a) Definitions.

                           (i) The term "Employees" shall mean all current
employees of the Sellers with respect to the Business, including employees on
approved leaves of absence (whether family leave, workers compensation, medical
leave or otherwise), and the term "Employee" shall mean any of the Employees.

                           (ii) The term "Employee Benefit Plans" shall mean
each and all "employee benefit plans" as defined in Section 3(3) of ERISA,
maintained or contributed to by the Sellers or any predecessor or in which the
Sellers or any predecessor participates or participated and which provides
benefits to Employees including (a) any "employee welfare benefit plans" as
defined in Section 3(1) of ERISA, including retiree medical and life insurance
plans ("Welfare Plans"), (1) which Sellers maintain, administer, contribute to
or are required to contribute to, or under which Sellers may incur liability and
(2) which covers any employee or former employee of Sellers; and (b) any
"employee pension benefit plan" (as defined in Section 3(2) of ERISA) (other
than a multiemployer plan as defined in Section 4001(a)(3) of ERISA) ("Pension
Plans") (1) which Sellers contributed to, or, within the five years prior to the
date of this transaction, maintained, administered, contributed to or were
required to contribute to, or under which Sellers may incur any liability and
(2) which covers any employee or former employee of Sellers; and

                           (iii) The term "Benefit Arrangements" shall mean any
life and health insurance, hospitalization, savings, bonus, deferred
compensation, incentive compensation, service award, company car, scholarship,
relocation, patent award, fringe benefit, contracts, collective bargaining
agreements, individual employment, consultancy, termination contracts or
severance contracts and other policies or practices of the Sellers providing
employee or executive compensation or benefits to Employees, other than Employee
Benefit Plans.

                           (iv) The term "Other Participants" shall mean former
employees of the Sellers who are not employees but who are currently eligible
for benefit entitlements


                                      -14-
<PAGE>

under an Employee Benefit Plan or Benefit Arrangement. Schedule 4.11 contains an
accurate list of Other Participants, indicating their corresponding Employee
Benefit Plan or Benefit Arrangement participation.

                  (b) Schedule 4.11 lists all Employee Benefit Plans and all
material Benefit Arrangements. Such Schedule indicates whether any Welfare Plans
or Benefit Arrangements listed thereon are included in master contracts which
permit or provide for the participation of entities other than the Sellers (the
"Master Contracts"). Such Schedule also indicates whether any Pension Plans
listed thereon participate in trusts sponsored by entities other than the
Sellers for investment of plan assets (the "Master Trusts"). With respect to
each of the Employee Benefit Plans and Benefit Arrangements, Sellers have
delivered or made available to Buyer, as applicable, copies of any: (i) plans
and related trust documents and amendments thereto; (ii) the most recent summary
plan descriptions and the most recent annual report; (iii) the most recent
actuarial valuation; (iv) the most recent determination letter received from the
Internal Revenue Service; and (v) IRS Form 5500 filed in the most recent plan
year with respect to any Employee Benefit Plan, including all schedules thereto
and financial statements with attached opinions of independent accountants (if
any). No event has occurred for which, and there exists no condition or set of
circumstances under which, to the best of Sellers' knowledge, the Sellers or any
Pension Plan (as defined in Section 6.3(a)) could be subject to any material
liability under Section 502(a) of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code.

                  (c) (i) Each Pension Plan intended to qualify under Section
401(a) of the Code has received a favorable determination letter from the
Internal Revenue Service with respect to such qualification, or has been
submitted to the Internal Revenue Service requesting such a favorable
determination; its related trust has been determined to be exempt from taxation
under Section 501(a) of the Code; and, to the best of Sellers' knowledge,
nothing has occurred since the date of such letter that would adversely effect
such qualification or exemption; (ii) no event has occurred that will subject
any Employee Benefit Plan to tax under Section 511 of the Code, and no
"prohibited transaction" (within the meaning of Section 4975 of the Code and
Sections 406 and 408 of ERISA) has occurred with respect to any such Employee
Benefit Plan; and (iii) there are no material actions or proceedings (other than
routine claims for benefits) pending or, to the best of Sellers' knowledge,
threatened, with respect to any such Employee Benefit Plan or Benefit
Arrangement or against the assets of any such Employee Benefit Plan and (iv) the
Sellers are in compliance in all material respects with the terms of each
Employee Benefit Plan and Benefit Arrangement and the operation of each Employee
Benefit Plan and Benefit Arrangement has not adversely affected the
qualification of each Employee Benefit Plan and Benefit Arrangement under the
Code; (v) all Employee Benefit Plans and Benefit Arrangements are in material
compliance with ERISA and the Code, the regulations and published authorities
thereunder, and all other laws applicable with respect to all such Employee
Benefit Plans and Benefit Arrangements; and (vi) all contributions (including
all


                                      -15-
<PAGE>

employer contributions and employee salary reduction contributions) which are
due have been paid to each Employee Benefit Plan and Benefit Arrangement except
to the extent accrued for by Sellers.

                  (d) Neither Sellers nor any member of the controlled group (as
defined in Code Sections 414(b)-(c)) ("Controlled Group") maintains or has
maintained in the past five years any "multiemployer plans" (as defined in
Sections 4001(a)(3) and 3(37) of ERISA) to which the Sellers would be liable for
any payments or liabilities. Neither Sellers nor any member of the Controlled
Group has incurred any liability in connection with the termination of a Pension
Plan subject to Title IV of ERISA, the complete or partial withdrawal from
multiemployer plans subject to Title IV of ERISA, or the failure to make
contributions due under Section 412 of the Code or premiums due to the PBGC
under Title IV of ERISA, which liability will not have been satisfied as of the
Closing Date.

         4.12 Litigation; Compliance with Laws.

                  (a) There are no judicial or administrative actions,
proceedings or investigations pending or, to the best of Sellers' knowledge,
threatened, that question the validity of this Agreement or any action taken or
to be taken by Sellers or Shareholder in connection with this Agreement. There
is no litigation, proceeding or governmental investigation pending or, to the
best of Sellers' knowledge, threatened, or any order, injunction or decree
outstanding, against the Sellers or Shareholder that, if adversely determined,
would have a Material Adverse Effect on the Sellers' or Shareholder's ability to
perform their obligations under this Agreement.

                  (b) The Business, the Assets and the Real Property are not in
violation of any applicable law, regulation, ordinance or any other applicable
requirement of any governmental body or court, which violation would have a
Material Adverse Effect, and to Sellers' knowledge no event has occurred or
circumstance exists that may constitute a violation of same that would have a
Material Adverse Effect. No written notice has been received by any Seller
alleging any such violation, which violation would have a Material Adverse
Effect.

                  (c) Except as disclosed in Schedule 4.12 or Schedule 4.10,
there are no judicial or administrative actions or proceedings with respect to
the Business or the Assets pending against Sellers or the Business or the Assets
or, to the best knowledge of Sellers, threatened against same, including without
limitation condemnation proceedings.

                  (d) Except as set forth in Schedule 4.12, Sellers are not
presently engaged in any legal action to recover money due to them (except for
ordinary course collection actions) or damages sustained by them in connection
with the Business or the Assets.


                                      -16-
<PAGE>

         4.13 Real Property.

                  (a) Schedule 4.13 sets forth all of the real property of the
Business owned in fee by the Sellers (the "Owned Property"). Except as set forth
on Schedule 4.13, the Sellers have good and marketable title to each parcel of
Owned Property free and clear of all Liens, and title thereto is insurable at
regular rates (except for a special $2,000 premium) by a reputable title
insurance company licensed to do business in the State of Illinois other than
(i) those reflected or reserved against in the Preliminary Balance Sheet; (ii)
those reflected in any title reports or title insurance policies with respect to
the Owned Property that are listed on Schedule 4.13, copies of which have been
previously provided to Buyer; (iii) imperfections of title, easements, pledges,
charges, restrictions and encumbrances, including, without limitation, survey
matters, landlord's liens, mechanics' liens, repairmen's liens and other similar
liens, if any, that do not materially detract from the value of the property
subject thereto or interfere with the manner in which it is currently being used
in the Business or impair the operations of the Business; and (iv) taxes and
general and special assessments not in default and payable without penalty or
interest (liens of the type referred to in clauses (i) through (iv) above being
hereinafter referred to as "Permitted Liens").

                  (b) Schedule 4.13 sets forth a list of all of the real
property leases in effect as of the date hereof with respect to the Business
under which the Sellers are a lessee (collectively, the "Leased Property").
Sellers have made available to Buyer true, correct and complete copies of all
such leases, including all amendments, modifications and renewals thereof. All
such leases are valid, binding and enforceable in accordance with their terms,
and are in full force and effect as of the date hereof and except as set forth
on Schedule 4.13, may be assigned to Buyer without consent pursuant to their
terms. There are no existing defaults by Sellers beyond any applicable grace
periods under such leases, and the Sellers have not received any notice of
default, except, in either case, for defaults (for which an applicable grace
period has not expired) which would not have a Material Adverse Effect.

         4.14 Tangible Personal Property. All of the fixtures, machinery and
equipment reflected in the Preliminary Balance Sheet (the "Tangible Personal
Property") (a) to Seller's knowledge do not require repairs that would have a
Material Adverse Effect on the Business and (b) are in existence (except for
dispositions made in the ordinary course of business since the date of the
Preliminary Balance Sheet in the ordinary course of business and minor items not
substantial in character). Sellers have good title to, or hold by valid and
existing lease, all of the Assets, free and clear of all Liens, other than (i)
Permitted Liens and (ii) as reflected in any Contracts or Assumed Liabilities.

         4.15 Proprietary Rights.

                  (a) Schedule 4.15 sets forth a list of all inventions which
are the subject of issued letters patent or an application therefor and all
trade and service marks which have


                                      -17-
<PAGE>

been registered or for which an application for registration is pending, in each
case which are owned and used or licensed for use by the Sellers in the Business
(each a "Proprietary Right"), specifying as to each, as applicable: (i) the
nature of such Proprietary Right; (ii) the current owner of such Proprietary
Right; (iii) the jurisdictions by or in which such Proprietary Right has been
issued or registered or in which an application for such issuance or
registration has been filed, including the respective registration or
application numbers, if available; and (iv) material licenses, sublicenses and
other agreements to which the Sellers are a party and pursuant to which any
person is authorized to use such Proprietary Right.

                  (b) Except as set forth on Schedule 4.15, the Sellers (i) are
not a defendant in any claim, suit, action or proceeding which involves a claim
of infringement by the Business of any proprietary rights of other persons, and
(ii) do not have any knowledge of any adverse, potential claims affecting
ownership or unencumbered use of such Proprietary Rights. Except as disclosed on
Schedule 4.15, no Proprietary Right is subject to any outstanding order,
judgment, decree, stipulation or agreement restricting the use thereof by the
Sellers or restricting the licensing thereof by the Sellers to any person. Buyer
acknowledges that from time to time the products of the Business are sold and
services of the Business are rendered to customers whose purchase orders
sometimes contain agreements under which the Sellers may be required to defend,
indemnify and hold the customer harmless against any charge of patent, trademark
or copyright infringement and that the Uniform Commercial Code imposes a similar
obligation where the products were and are made to the specifications of the
customer. With the exception of the foregoing, and except as may be provided in
items disclosed on Schedule 4.9 or Schedule 4.15, the Sellers have not entered
into any special agreement to indemnify any other person against any charge of
infringement of any patent, trademark, service mark or copyright of the
Business.

         4.16 Environmental Matters.

                  (a) For purposes of this Section 4.16 and where otherwise used
in this Agreement, the following terms shall have the indicated meanings:

                           "Environmental Law" means any and all prevailing and
applicable federal, state and local statutes, codes, rules, regulations,
permits, ordinances and orders of any governmental entity as of the Closing Date
relating to the storage, handling, disposal, treatment, investigation, Release,
potential Release, threatened Release, remediation or other regulation of
Hazardous Substances in any media, including but not limited to air,
groundwater, building interior, water or soil, including by way of example and
not limitation, CERCLA, ECRA, TSCA, and the Clean Water Act.

                           "Hazardous Substance" means any substance,
combination of substances, material, waste, gas or particulate matter which has
been determined to be a soil, water or air contaminant or which is regulated
under any prevailing and applicable Environmental Law, including, but not
limited to, any material or substance which is (i)


                                      -18-
<PAGE>

defined in any Environmental Law as a 'hazardous waste', 'hazardous material',
'hazardous substance', 'extremely hazardous waste' or 'restricted hazardous
waste'; (ii) composed of petroleum; (iii) composed of material containing
asbestos in a friable form; or (iv) a polychlorinated biphenyl.

                           "Release" means any dumping, pouring, pumping,
emitting, leaching, spilling, disposal, spreading, leaking or discharging of any
Hazardous Substance into any media, whether soil, surface water, building
interior, groundwater, air or any combination of the foregoing.

                  (b)      Except as set forth on Schedule 4.16:

                           (i) the Sellers have not received since January 1,
1992, any written notice from any governmental agency alleging or establishing
that the Business, Assets or Real Property is not in compliance with such
agency's requirements with respect to use by the Business, Assets or Real
Property, of any Hazardous Substance ("Citations") and (ii) there are no pending
or unresolved Citations against the Sellers;

                  (c) since January 1, 1992, Sellers have not received any
request for information, notice of claim, demand or notification that it is or
may be responsible for any threatened or actual Release of any Hazardous
Substance at any property currently or formerly owned or operated by Sellers;

                  (d) There has been no Release of any Hazardous Substance(s) by
the Business at any property currently owned or operated by the Sellers which is
not in compliance with applicable Environmental Law;

                  (e) There are no actual or potential claims for personal
injury or property damage arising out of Hazardous Substances Released by the
Business at, on, in or under any property currently or formerly owned or
operated by the Sellers; and

                  (f) the Business has obtained all environmental permits,
licenses and approvals and has filed all necessary notices regarding the
handling, storage, Release, processing or other use of Hazardous Substances
required by applicable Environmental Law and which are material to operation of
the business as currently conducted.

         4.17 Permits and Licenses. The Sellers have all material permits,
licenses, franchises and other authorizations necessary for the conduct of the
Business, Assets and Real Property as currently conducted, all such permits,
licenses, franchises and authorizations, as listed on Schedule 4.17, are valid
and in full force and effect and the Business, Assets and Real Property are in
compliance with the terms and conditions of such permits except to the extent
that any such non-compliance, individually or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect. All permits and


                                      -19-
<PAGE>

licenses listed on Schedule 4.17 constitute all material permits and licenses
necessary to permit Sellers to lawfully conduct and operate the Business in the
manner currently conducted and operated and to own and use the Assets in the
manner Sellers currently own and use such Assets.

         4.18 Insurance. The Sellers have listed on Schedule 4.18 all insurance
policies pursuant to which the Business and the Assets are insured as of the
date of this Agreement. Schedule 4.18 excludes, however, any insurance policies
related to Employee Benefit Plans or Benefit Arrangements. All of such policies
are in full force and effect. Except as set forth on Schedule 4.18 and except
for routine claims by employees, there are no material pending claims under such
insurance policies. Sellers have not to their knowledge failed to give any
material notice or present any material claim under any such policy or binder in
a due and timely fashion. Except for claims set forth in Schedule 4.18 and
except for routine claims by employees, there are no outstanding unpaid claims
under any such policy or binder. Sellers have not received a notice of
cancellation or non-renewal of any such policy or binder. There is no failure to
pay premiums thereon when due. To Seller's knowledge, there is no material
inaccuracy in any application for any such policy or binder or other similar
state of facts which would form the basis for termination of any such insurance.

         4.19 Employees. (a) Schedule 4.19 contains a complete and accurate list
of the following information for each employee of the Business: employee name;
job classification; current compensation paid or payable and any change in
compensation outside the ordinary course of business since August 31, 1997.

                  (b) Schedule 4.19 or Schedule 4.9 lists all employment
contracts with employees of the Business to which any Seller is a party or by
which any Seller is bound. All of these employment contracts are in full force
and effect, and no Seller nor to Sellers knowledge any other party is in
material default under them. There have been no claims of defaults and, to the
knowledge of Sellers, there are no facts or conditions which if continued, or on
notice, will result in a default under these employment contracts.

                  (c) Except as set forth on Schedule 4.19 and except as
contemplated by Section 6.17 no employee of the Business, the loss of whom would
have a Material Adverse Effect on the Business, is a party to, or is otherwise
bound by, any agreement or arrangement, including any confidentiality,
noncompetition or proprietary rights agreement, between such employee and any
other person that in any way does or will materially adversely affect (i) the
performance of his duties as an employee of Sellers, or (ii) the ability of
Sellers to conduct the Business. To Sellers' knowledge, except for the
individuals named in Section 6.20 hereof and except as set forth in Schedule
4.19, no officer or other key employee of Sellers intends to terminate his
employment with Sellers.

         4.20 Sufficiency of Assets. Except as set forth in Schedule 4.20 with
respect to services provided to Sellers by one or more of its direct or indirect
parent companies, the


                                      -20-
<PAGE>

Assets owned or leased by the Sellers and included in the Assets, or which
Sellers otherwise have the right to use (a) constitute all of the assets held
for use or used in connection with the Business as of the date hereof, and (b)
are adequate to conduct the Business as currently conducted and financed. Within
U.S. Industries, Inc. and its affiliates, no entity other than Sellers
manufactures or sells golf clubs or other golf products.

         4.21 Transactions with Affiliates. Since January 1, 1997, Sellers have
not engaged in any material transactions with, or had any material contractual
relationships with, any affiliate of Sellers except for (a) any of same on
arms-length terms or (b) any referred to or otherwise described in Schedule 4.20
or designated as such on Schedule 4.9.

         4.22 No Material Omissions. The representations, warranties and
statements made by Sellers and Shareholder in this Agreement and in the
Schedules and Exhibit attached hereto do not contain any untrue statement of a
material fact and, when taken together, do not omit any statement of a material
fact necessary to make such representations, warranties and statements, in light
of the circumstances under which they are made, not misleading.

         5. Representations and Warranties of Buyer. Parent and Buyer jointly
and severally represent and warrant to each Seller as follows:

         5.1 Buyer's Organization. Each of Parent and Buyer is a corporation
duly organized, validly existing and in good standing under the laws of Delaware
and each has the full corporate power and authority to enter into and to perform
this Agreement.

         5.2 Authorization of Agreement. The execution, delivery and performance
of this Agreement and the consummation of the transactions contemplated hereby
by each of Parent and Buyer have been duly authorized by all necessary corporate
action of Parent and Buyer and this Agreement constitutes the valid and binding
obligation of Parent and Buyer enforceable against each of them in accordance
with its terms, except to the extent enforceability may be limited by
bankruptcy, insolvency or other similar laws affecting the enforcement of
creditors' rights in general and subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law). Without limiting the generality of the foregoing, no vote or
consent of the shareholders of Parent is required (under Delaware law, NASDAQ
rules, the Parent's articles of incorporation or by-laws or otherwise) for the
valid execution, delivery and performance of this Agreement, including, without
limitation, the issuance of the Stock to Sellers, the issuance of the Underlying
Shares (as defined in Section 5.3) to Sellers and the filing of the Certificate
of Designation with the Secretary of the State of Delaware.

         5.3 Capitalization. The authorized capital stock of Parent consists of
11,000,000 shares, (i) 10,000,000 of which are designated as Common Stock, of
which, on the date hereof, there were 2,187,500 shares issued and outstanding
and 801,000 shares reserved for issuance with respect to Stock Options and
1,687,000 shares reserved for issuance for


                                      -21-
<PAGE>

Warrants and related securities (the "Warrants") and (ii) 1,000,000 of which are
divisible into such classes and series, with such designations, voting rights
and other rights and preferences as the Board of Directors of Parent (the "Board
of Directors") may from time to time determine (consistent with Article 4 of
Parent's Articles of Incorporation), of which, on the date hereof, there are no
shares issued or outstanding, and, except for the Preferred Stock, no shares
have been designated by the Board of Directors as to classes or series. Parent
has not within the last twelve (12) months acquired, redeemed or repurchased any
shares of the capital stock of Parent. Each of the shares of Common Stock and
Preferred Stock, and common stock underlying the Preferred Stock (the
"Underlying Shares"), when issued to Sellers, will be duly authorized, validly
issued, fully paid and non-assessable and will not be subject to any preemptive
rights, and will be free and clear of any and all Liens (defined in Section
4.13) or other restrictions, of any kind or nature. All issued and outstanding
shares are duly authorized, validly issued, fully paid and nonassessable and
have no preemptive rights. Except for the Stock Options granted pursuant to the
stock option plan or otherwise or Warrants to acquire common stock of the Parent
of not more than 2,488,000 shares, in the amounts and at the prices set forth on
Schedule 5.3 hereto, there are not now, and at the Closing there will not be any
existing options, warrants, calls, subscriptions, preemptive rights or other
rights or other agreements or commitments whatsoever directly or indirectly
obligating Parent to issue, transfer, deliver or sell or cause to be issued,
transferred, delivered or sold any additional shares of capital stock of Parent
or any other equity interest of any kind or nature whatsoever (including,
without limitation, any interest evidencing any equity in Parent or convertible
into any equity of the Parent, or any of its subsidiaries, or to acquire, redeem
or repurchase any shares of capital stock of the Parent or any of its
subsidiaries, or obligating the Parent or any of its subsidiaries to grant,
extend or enter into any such agreement or commitment. After taking into
consideration the issued and outstanding shares of Common Stock, the 1,000,000
shares of Common Stock to be issued to Sellers and the shares issuable with
respect to the Stock Options and the Warrants, there are sufficient authorized
shares of the Common Stock of Parent to be issued to Sellers in connection with
the exercise of the conversion rights with respect to the Preferred Stock.
The Underlying Shares have been reserved for issuance.

         5.4 SEC Reports, Financial Statements, No Undisclosed Liabilities.

                  (a) Parent has timely filed all forms, reports and documents
with the Securities and Exchange Commission ("SEC") required to be filed by it
since January 1, 1996 pursuant to the Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder (the "Securities Act") and the
Exchange Act and the rules and regulations promulgated thereunder (the "Exchange
Act") (collectively, the "SEC Reports"), all of which have complied, at the time
filed, in all material respects with all applicable requirements of the
Securities Act and the Exchange Act, as applicable, and the rules and
regulations promulgated thereunder. None of such SEC Reports, at the time filed,
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated


                                      -22-
<PAGE>

therein or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading.

                  (b) The balance sheets and the related statements of
operations, cash flows and shareholders' equity (including the notes thereto) of
Parent and its subsidiaries contained or incorporated by reference in the SEC
Reports comply in all material respects with applicable accounting requirements
and with the published rules and regulations of the SEC with respect thereto,
and present fairly the financial position and Stockholders equity of the Parent
and its subsidiaries as of their respective dates, and results of their
operations and their cash flows for the periods presented therein subject to the
exceptions stated therein, in conformity with United States generally accepted
accounting principles ("GAAP") applied on a consistent basis, (i) except as
otherwise noted therein, (ii) subject in the case of unaudited financial
statements to normal year-end audit adjustments, (iii) except that the unaudited
financial statements may not contain all of the footnote disclosures required by
GAAP and (iv) except with respect to Form 10-Q as may otherwise be permitted by
Form 10-Q. The sales of Buyer for the twelve months (12) ending September 30,
1997 have been less than Five Million Dollars ($5,000,000).

                  (c) Except to the extent reflected or reserved against in the
Parent's consolidated balance sheet as of June 30, 1997 (the "Parent's Balance
Sheet"), neither Parent nor any of its subsidiaries had, as of the date of such
Parent Balance Sheet, any liabilities, debts or obligations (whether absolute,
accrued, contingent or otherwise) of any nature that would be required as of
such date to have been included on a balance sheet, or in the notes thereto,
prepared in accordance with GAAP. Except as disclosed in Schedule 5.5, since the
date of the Parent's Balance Sheet, neither Parent nor any of its subsidiaries
has incurred any liabilities, debts or obligations (whether absolute, accrued,
contingent or otherwise) of any nature that would be required to be included on
a balance sheet, or in the notes thereto, prepared in accordance with GAAP,
except for liabilities, debts or obligations incurred in the ordinary course of
business. Except as set forth in Schedule 5.4, there is, to the knowledge of
Parent, no contingent liabilities of Parent or its subsidiaries except as
disclosed in footnotes to Parent's Balance Sheet.

         5.5 No Material Adverse Change. Since the date of the Parent Balance
Sheet, Parent has been operated in the ordinary course and, except as set forth
in Schedule 5.5 or contemplated by Schedule 5.4, there has not been (a) any
change in the business, financial condition, or results of operations of Parent
that has had or could reasonably be expected to have a Material Adverse Effect,
(b) any change in any of the assets or any change in the manner of conducting
the business of Parent that has had or could reasonably be expected to have a
Material Adverse Effect; (c) and there has not occurred any of the other matters
referred to in Sections 4.5(c) through Section 4.5(g), as such provisions apply
to Parent and its assets and business (rather than Sellers, the Assets and the
Business); or (d) any agreement made by Parent to take any action that will
cause any representation or warranty in this Section 5.5 or Section 5.4 as to
the absence of liabilities to be untrue or incorrect.


                                      -23-
<PAGE>

         5.6 Consents of Third Parties. The execution, delivery and performance
of this Agreement by each of Parent and Buyer will not (i) violate or conflict
with the certificate of incorporation, by-laws or other constitutional documents
of Parent or Buyer; (ii) conflict with, or result in the breach or termination
of, or constitute a default under (whether with notice or lapse of time or
both), or accelerate or permit the acceleration of the performance required by,
any indenture, mortgage, lien, lease, agreement, commitment or other instrument
or any order, judgment or decree, to which Parent or Buyer is a party or by
which Parent or Buyer or any property of either of them is bound; or (iii)
constitute a violation of any law, regulation, order, writ, judgment, injunction
or decree applicable to Parent or Buyer, other than violations, conflicts,
breaches, terminations, accelerations and defaults specified in the foregoing
clauses (ii) and (iii) which could not reasonably be expected to have a Material
Adverse Effect on Parent or Buyer's ability to perform its obligations under
this Agreement. No consent, approval or authorization of any governmental
authority is required on the part of Parent or Buyer in connection with the
execution, delivery and performance of this Agreement.

         5.7 Litigation. There are no judicial or administrative actions,
proceedings or investigations pending or, to the best of Parent or Buyer's
knowledge, threatened, that question the validity of this Agreement or any
action taken or to be taken by Parent or Buyer in connection with this
Agreement. There is no litigation, proceeding or governmental investigation
pending or, to the best of Parent or Buyer's knowledge, threatened, or any
order, injunction or decree outstanding, against Parent or Buyer that, if
adversely determined, would have a Material Adverse Effect upon Parent or Buyer
or its ability to perform its obligations under this Agreement.

         5.8 Financing. Buyer will at the Closing have all funds necessary to
pay the Purchase Price and related fees and expenses. Buyer will at the Closing
have the financial capacity to perform all of its other obligations under this
Agreement and the closing documents to be executed hereunder. Buyer, immediately
after the Closing, will be solvent, will be able to meet its obligations and
debts as they become due, the value of Buyer's assets at such time will exceed
Buyer's liabilities, and Buyer will have adequate capital for the conduct of its
business and the Business.

         5.9 Transactions With Affiliates. Except as set forth in the Parent's
filings under the Exchange Act and except for the payment of salary and bonus in
the ordinary course of business, since January 1, 1996 neither Buyer nor Parent
has engaged in any transaction with, or has had any contractual relationship
with, any executive officer of Buyer or Parent or any other affiliate of Buyer
or Parent.

         5.10 Section 203 of the DCGL Not Applicable. The Board of Directors of
the Parent has, prior to the execution of this Agreement, (i) approved the
execution, delivery and performance by the Parent of this Agreement including
the acquisition of Common Stock and Preferred Stock by Sellers, the execution,
delivery and performance of the Certificate of


                                      -24-
<PAGE>

Designation in the form of Exhibit A (the "Certificate of Designation"), and the
other transactions contemplated by each of this Agreement and the Certificate of
Designation, and such approval was and is fully sufficient to render
inapplicable to (a) this Agreement, including the acquisition of Common Stock
and Preferred Stock by Sellers, (b) the Certificate of Designation relating to
the Preferred Stock and (c) the other transactions contemplated hereby and
thereby, the restrictions of Section 203 of the Delaware General Corporation Law
(the "DGCL") including Section 203(a). Other than Section 203 of the DGCL, (y)
no state takeover statute or similar statute or regulation of the State of
Delaware (and, to the knowledge of the Parent after due inquiry, of any other
state or jurisdiction) applies or purports to apply to this Agreement, the
Certificate of Designation or any of the other transactions contemplated hereby
or thereby and (z) no provision of the certificate of incorporation, by-laws or
other governing instruments of the Parent or any of its subsidiaries or the
terms of any rights plan or any document to which Parent is a party or by which
it is bound or subject would, directly or indirectly, restrict or impair the
ability of Sellers to vote, or otherwise to exercise the rights of a stockholder
with respect to Common Stock or Preferred Stock or any other securities of the
Parent that may be acquired by Seller or permit any stockholder to acquire
securities of the Parent on a basis not available to Sellers in the event that
Sellers were to acquire securities of the Parent (including the Stock).

         5.11 No Material Omissions. The representations, warranties and
statements made by Parent and Buyer in this Agreement and in the Schedules and
Exhibit attached hereto do not contain any untrue statement of a material fact
and, when taken together, do not omit any statement of a material fact necessary
to make such representations, warranties and statements, in light of the
circumstances under which they are made, not misleading.

         6. Further Agreements of the Parties.

         6.1 Access to Information. Prior to the Closing, Buyer may make such
investigation of the business and properties of the Sellers as Buyer may desire,
and upon reasonable notice, Sellers shall give to Buyer and its counsel,
accountants and other representatives reasonable access, during normal business
hours throughout the period prior to the Closing, to the property, books,
commitments, agreements, records, files and personnel of the Sellers, and
Sellers shall furnish to Buyer during that period all copies of documents and
information concerning the Business as Buyer may reasonably request subject to
applicable law. Buyer shall hold, and shall cause its counsel, accountants and
other agents and representatives to hold, all such information and documents in
accordance with, and subject to the terms of, the confidentiality agreement
previously executed by Buyer with respect to this transaction. To the extent
reasonably requested by Sellers, Buyer shall provide Sellers with similar access
as is provided for above in this Section 6.1.

         6.2 Conduct of the Business Pending the Closing. Until the Closing,
except as otherwise set forth in Schedule 6.2 or contemplated by this Agreement,
Sellers shall comply with the provisions set forth below with respect to the
Business:


                                      -25-
<PAGE>

                  (a) The Sellers shall operate the Business in the ordinary
course and in the manner consistent with its prior practice;

                  (b) Except as provided for under the existing Employee Benefit
Plans and Benefit Arrangements, as defined below, the Sellers shall not (i)
grant or agree to grant any bonuses to any employee, (ii) grant any general
increase in the rates of salaries or compensation of its employees or any
specific increase to any employee except such as are in accordance with
regularly scheduled periodic increases, or (iii) provide for any new pension,
retirement or other employment benefits to any of its employees or any increase
in any existing benefits, except as required by applicable law or an existing
commitment;

                  (c) The Sellers shall not amend any of their certificates of
incorporation or by-laws which amendment would have an adverse effect on this
transaction, issue any shares of capital stock or enter into any merger or
consolidation agreement;

                  (d) The Sellers shall use reasonable efforts to maintain and
preserve the Business intact, to retain the present employees of the Business so
that they will be available to Buyer after the Closing except for the services
of the individuals named in Section 6.20 and as contemplated by Schedule 4.19
and to maintain their relationships with customers, suppliers and others in
connection with the Business so that those relationships will be preserved after
the Closing;

                  (e) The Sellers shall not sell, assign, voluntarily encumber,
grant a security interest in or license with respect to, or dispose of, any of
the material assets or properties, tangible or intangible, related to the
Business or incur any material liabilities related to the Business, except for
sales and dispositions made, or liabilities incurred, in the ordinary course of
business; and

                  (f) Sellers shall maintain in full force and effect all
insurance currently maintained by Sellers with respect to the Business and the
Assets.

         6.3 Employee and Employee Benefit Matters.

                  (a) Employment of Employees at Closing. On the Closing Date
Buyer shall (i) offer to employ the Employees, on an at-will basis, at the same
compensation levels and on substantially the same other terms and conditions of
employment in effect as of the Determination Time; and (ii) except as provided
below in this Section 6.3(a) and in the last sentence of Section 6.3(b), assume
sponsorship of the Employee Benefit Plans and Benefit Arrangements except for
the USI Stock Option Plan. The preceding sentence shall not require that after
the Closing Date Buyer continue to employ such Employees, or continue to employ
such Employees at the same compensation levels or otherwise on substantially
similar terms and conditions of employment, in effect as of the Determination
Time provided that the foregoing shall not in any manner impair or otherwise
reduce the assumption of liability


                                      -26-
<PAGE>

relating to COBRA and life insurance required to be made pursuant to the
preceding sentence. Notwithstanding clause (ii) above Buyer shall not be
required to assume or continue sponsorship of the Employee Benefit Plans which
provide life, health and medical benefits, including COBRA, if Buyer establishes
its own plans (the "Buyer's Plans") and Buyer's Plans assumes all liabilities
relating to COBRA and life insurance relating to the Employees and the Other
Participants and provides benefits which are substantially similar to the
benefits provided in such Employee Benefit Plans (provided that without in any
manner impairing or otherwise reducing the assumption of liabilities required to
be made pursuant to this sentence, this sentence shall not require Buyer to
provide after the Closing Date benefits which are substantially similar). With
respect to Employees, solely for the benefit of Sellers and not any Employees,
Buyer hereby agrees to indemnify Sellers from any and all termination or
severance liability (including, without limitation, any liability related to or
arising out of the Worker Adjustment and Retraining Notification Act, 29 U.S.C.
2101 et seq., the continuation coverage rules of Section 4980B of the Internal
Revenue Code and part 6 of Subtitle B of Title I of ERISA ("COBRA"), and any
similar state and local laws), and Buyer hereby agrees to indemnify Sellers from
any liabilities arising out of the Employee Benefit Plans and Benefit
Arrangements and COBRA in relation to the Other Participants after the
Determination Time. Sellers agree that with respect to COBRA, to the extent that
Sellers' insurance carrier will not permit the assumption of any Employee
Benefit Plan (which includes the continuation of insurance) by Buyer with
respect to COBRA claims respecting Employees and Other Participants and Buyer
cannot obtain insurance regarding such COBRA claims at reasonable premiums,
Buyer shall not be required to assume such Employee Benefit Plan provided that
Buyer shall reasonably cooperate with Sellers after the Closing to permit such
assumption to be made. To the best of Seller's knowledge all Employee Benefit
Plans and Arrangements can be amended on a prospective basis and terminated
prospectively without material liability except for liabilities existing on the
date of such termination or amendment.

                  (b) Transfer of Assets of the Pension Plans. Subject to the
last sentence of this Section 6.3(b), after the Closing Date, Sellers shall
cause the assets related to those Pension Plans held in trust and listed on
Schedule 6.3 to be transferred to a successor trust or trusts or other funding
medium established by Buyer (the "New Pension Trusts"), such New Pension Trusts
to remain in existence for a minimum period of two (2) years after the Closing
Date. Such transfer shall occur as soon as reasonably practicable following
receipt by Sellers of (i) notification from Buyer that the applicable New
Pension Trusts have been established, (ii) an opinion from counsel (or an
opinion from a bank trustee or trustee of a similar financial institution) to
Buyer that such New Pension Trusts meet the requirements of Section 401(a),
401(k), if applicable, and 501(a) of the Code, and (iii) a similar opinion from
counsel (or an opinion from a bank trustee or trustee of a similar institution)
to Sellers with respect to the Pensions Plans, and at least thirty (30) days
have elapsed after the filing of any required Form 5310 with respect to the
transfer of assets of the Pension Plans. Subject to Section 414(1) of the Code,
the amount of assets transferred from any trust in which a Pension Plan is
invested prior to the Closing Date shall be equal to the fair market value of


                                      -27-
<PAGE>

the assets related to the Plan on the date of transfer. The assets to be
transferred pursuant to this Section 6.3 shall be in a form determined by the
Sellers in its reasonable discretion (subject to its fiduciary obligations
imposed by law); provided, that Sellers shall use their reasonable efforts to
utilize cash, unless, with respect to the Pension Plans that are defined
contribution plans, Buyer and Seller otherwise agree. Notwithstanding the
foregoing, with respect to the assets held in the fixed income fund of any
defined contribution Pension Plan, Sellers shall direct the trustee to spin off
cloned contracts from such guaranteed investment contracts and similar
investments as will produce a substantially equivalent rate of return as under
the fixed income fund, to the extent practicable. If no cloned contract can be
obtained within three (3) months of the Closing Date, the Sellers shall transfer
the aggregate then fair market value of the Pension Plans' investment in such
contract to the applicable New Pension Trusts in cash or in such other
marketable instruments as the Sellers and Buyer mutually agree. To the extent
the process of obtaining the cloned contract extends beyond the date the balance
of the assets of such Pension Plan are transferred, Sellers shall not charge any
administration expenses to the Buyer under Section 6.3(c) below. Buyer may elect
prior to the Closing (by giving at least two business days notice prior to the
Closing) to not assume sponsorship of either the Seller's defined benefit plan
and/or Seller's 401K Plan (the "Pension Plans"), in which case Sellers shall not
cause the transfer of assets contemplated by this Section 6.3(b) to be made and
any and all entries relating to the Pension Plans shall be deleted on the Final
Balance Sheet (including, without limitation, any liability relating to any
underfunding of any Pension Plan).

                  (c) Interim Administration of Pension Plans. Prior to the
transfer of the assets of the Pension Plans to the New Pension Trusts pursuant
to Section 6.3(b), Sellers shall continue the administration of the Plans. For
purposes of the preceding sentence, "administration of the Plans" shall include
all actions required in the ordinary course of administration or the proper
maintenance of the Pension Plans including, but not limited to, the payment of
all benefits or other distributions to participants required by the provisions
of such plans; provided, however, that "administration of the Plans" shall not
include any employer or sponsor contributions which are or may be required to be
made to such Plans. As consideration for Sellers' obligation to continue the
administration of such Plans, Buyer agrees for a one hundred twenty (120) day
period following the Closing Date to reimburse Seller, in accordance with past
practice and upon the delivery of proper invoices identifying the applicable
plan and services provided, for all out-of-pocket expenses incurred by Sellers
in administration of the plans including, but not limited to, the routine fees
charged by the Pensions Plans' trustees, actuaries or third-party
administrators. If the transfer to the New Pension Trusts has still not occurred
by the end of the one hundred twenty (120) day period referred to in the
preceding sentence, Buyer shall continue to reimburse Seller for the applicable
portion of all fees incurred by the Sellers in the administration of plans and,
if the transfer has not occurred because of the failure of Buyer to satisfy the
requirements of Section 6.3(b) above, the Buyer shall in addition pay the Seller
$200 for each business day after the date of the expiration of the one hundred
twenty (120) day period until the transfer


                                      -28-
<PAGE>

to the New Pension Trusts has occurred, unless the transfer has not occurred
through the failure of Sellers to satisfy their responsibilities under Section
6.3(b) of this Agreement.

                  (d) Sellers and Buyer agree to provide each other with such
records and information as they may reasonably request in order to carry out
their respective obligations under this Section 6.3. During the period following
the Closing and prior to the transfer of assets of the Pension Plans to the New
Pension Trusts pursuant to Section 6.3(b), Sellers shall promptly forward to
Buyer any correspondence or written communications received with respect to any
Pension Plan. The parties shall cooperate in making any filings required in
connection with the matters contemplated by this Section 6.3.

         6.4 Registration of Stock. Buyer agrees to prepare and file with the
Securities and Exchange Commission a registration statement respecting the
resale of the Common Stock, the Preferred Stock and the common stock issuable
upon conversion of the Preferred Stock as soon as practicable after the Closing,
all pursuant to the Registration Agreement (defined in Section 8.2 hereof).

         6.5 Other Action. Each of the parties shall use its best efforts to
cause the fulfillment at the earliest practicable date but, in any event, prior
to the Closing Date, of all of the conditions to their respective obligations to
consummate the transactions under this Agreement.

         6.6 Notices. Each party shall promptly notify the other party in
writing of, and furnish to such party any information that such party may
reasonably request with respect to, the occurrence of any event of the existence
of any state of facts known to such party that would (a) result in the party's
representations and warranties not being true if they were made at any time
prior to or as of the Closing Date, or (b) impair the party's ability to perform
its obligations under this Agreement.

         6.7 Expenses. Except as otherwise specifically provided in this
Agreement, Buyer and Sellers shall bear their own respective expenses incurred
in connection with this Agreement and in connection with all obligations
required to be performed by each of them under this Agreement.

         6.8 Publicity. Buyer and Sellers shall consult with each other before
issuing any press release concerning the transactions contemplated by this
Agreement and, except as may be required by applicable law or any listing
agreement with or regulation or rule of any stock exchange on which the
securities of the Parent or Sellers' parent are listed or traded, will not issue
a press release prior to such consultation. If Buyer or Sellers are so required
to issue a press release they shall use their best efforts to inform the other
party hereto prior to issuing it.


                                      -29-
<PAGE>

         6.9 Transfer Taxes. Any sales taxes, real property transfer taxes, or
recording fees payable as a result of the sale or transfer of the Assets or any
other action contemplated by this Agreement shall be paid one-half by the Buyer
and one-half by Sellers.

         6.10 Supplement to Disclosures. For purposes of determining the
accuracy of the representations and warranties of Sellers contained in Article 4
and the fulfillment of the conditions precedent set forth in Section 7.1(a), the
Schedules delivered by Sellers shall be deemed to include only that information
contained therein on the date of this Agreement as the same may be amended or
supplemented by Sellers with Buyer's consent (which shall not be unreasonably
withheld) prior to the Closing Date.

         6.11 Preservation of Records. Buyer agrees, at its own expense, that it
(a) shall preserve and keep the records of the Sellers for a period of seven (7)
years from the Closing, or for any longer periods as may be required by any
government agency or ongoing litigation, and (b) shall make such records
available to Sellers as may be reasonably required by Sellers. In the event
Buyer wishes to destroy such records after the time specified above, it shall
first give sixty (60) days' prior written notice to Sellers and Sellers shall
have the right at its option and expense, upon prior written notice given to
Buyer within that sixty (60) day period, to take possession of the records
within ninety (90) days after the date of Sellers' notice to Buyer.

         6.12 Certain Post-Closing Assistance by the Buyer.

                  (a) Buyer agrees to cause the appropriate personnel, at no
cost or expense to Sellers, to prepare or assist Sellers in preparing, at
Sellers' election, all customary accounting, tax, employment, benefits-related
and similar reports for the Sellers for periods up to the Closing Date which are
reasonably requested by Sellers. Sellers shall provide reciprocal assistance to
Buyer.

                  (b) Buyer agrees to cause the appropriate personnel to assist
Sellers in the prosecution or defense of any claims and litigation (including
counterclaims and tax refund claims filed by the Sellers) for which Sellers have
indemnified Buyer hereunder or which Buyer has not assumed, provided that such
assistance does not unreasonably disrupt the ordinary business operations of the
Business. Such services shall be rendered by the Buyer to the Sellers at no cost
and expense to Sellers except that (i) Sellers shall reimburse the Buyer for any
reasonable out-of-pocket travel and similar expenses incurred by Buyer's
personnel in performing these functions, and (ii) Sellers shall pay all
reasonable outside counsel fees and other reasonable fees and expenses for
services performed by third parties in defending the interests of Sellers or the
interests of the Business for which Sellers have indemnified Buyer hereunder.
Buyer agrees promptly to pay to Sellers upon receipt any amount collected by
Buyer in connection with any action, suit or proceeding for which Sellers have
agreed to indemnify Buyer under Section 9.1(a). Sellers shall provide reciprocal
assistance to Buyer.


                                      -30-
<PAGE>

         6.13 No Amendments of Preferred Stock Provisions. Parent shall not
directly or indirectly amend, modify or otherwise alter its Articles of
Incorporation or the Certificate of Designation so as to directly or indirectly
amend, modify, otherwise alter or adversely affect any of the rights of the
holders of the Preferred Stock provided for in such Certificate of Designation
as of the Closing Date without the express prior written consent of the holders
of Preferred Stock in accordance with the Certificate of Designation, including,
without limitation, by filing any additional certificate of designation which
Parent would be empowered to file in the absence of this Section 6.14.

         6.14 Treasury Matters.

                  (a) Sellers shall continue to cause the funding of the
Sellers' checks, in accordance with past practices, which are presented for
payment through the day prior to the Closing Date. Sellers shall have no
obligation to fund checks which are presented for payment on and after the
Closing Date, provided that there is an accrual on the Final Balance Sheet
therefor. Buyer shall assume all of the bank accounts of the Business on the
Closing Date and be prepared to fund the above-mentioned checks which are
presented for payment on and after the Closing Date. Amounts received in the
lockbox and depository accounts of the Business through the Determination Time
shall be retained by Sellers notwithstanding that, consistent with past
practices, such collections may not be credited to Sellers or their affiliates
until or after the Closing Date and shall constitute an Excluded Asset.

                  (b) Sellers are party to or financially supported by certain
letters of credit, bonding arrangements and/or guarantees, related to the
Business, in respect of which Sellers or their affiliates are subject to
continuing obligations (the "Credit Support Documents"). The parties shall use
their reasonable best efforts to terminate the Credit Support Documents as soon
as practicable after the Closing. Buyer shall cause the obligations which are
secured by the Credit Support Documents and which relate to Buyer's operation of
the Business after the Closing to be discharged in such a manner that Sellers
and their affiliates will not be required to make any payments under the Credit
Support Documents in relation thereto. Should any such payments be required and
paid, Buyer shall reimburse the party making payment upon demand. To the extent
Buyer makes any such reimbursement, Buyer will be subrogated to the rights of
Sellers in connection with such reimbursements. It is agreed that Buyer shall
not have any right to incur any new obligations secured or supported by the
Credit Support Documents after the Closing.

         6.15 Use of Trade Names and Trademarks. On and after the Closing, Buyer
shall not have any right, title or interest in and to, nor shall Buyer use, the
name "U.S. Industries" or any derivation of such name, or any trade name, logo
or trademark containing or using such name. Promptly after the Closing, each
Seller whose name contains the words "Tommy Armour" shall change its name to a
name which does not include such words or any confusingly similar combination or
derivation of its present name and, from and after the


                                      -31-
<PAGE>

Closing, Sellers shall have no further right to use such words as or in any
trade name, logo or trademark.

         6.16 D&O Insurance. During the period in which Sellers are entitled to
have a nominee elected to Parent's Board pursuant to this Agreement Parent will
cause to be maintained Parent's current directors' and officers' insurance and
indemnification policy ("D&O Insurance") (or at Parent's option a replacement
policy having terms no less advantageous than Parent's current policy) so long
as the annual premium therefor would not be in excess of 150% of the last annual
premium paid prior to the date of this Agreement (the "Maximum Premium"). If the
annual premium would be in excess of the Maximum Premium or the existing D&O
Insurance expires, is terminated or is cancelled during such period, Parent will
use reasonable efforts to cause to be obtained as much D&O Insurance as can be
obtained for the remainder of such period for an annualized premium not in
excess of the Maximum Premium, on terms and conditions no less advantageous than
the existing D&O Insurance.

         6.17 Callaway Non-Competition Obligations. Buyer and Parent represent
and warrant that their current conduct of their business would not violate the
non-competition obligations arising out of the contracts listed in Schedule 6.17
(the "Non-Competition Obligations") if they were as of the date hereof bound by
same. Buyer agrees that it will not engage in any activities that would breach
the Non-Competition Obligations or fail to take any actions that would breach
the Non-Competition Obligations. During any period that the ownership interest
in Parent by Seller and/or its affiliates causes the Non-Competition Obligations
to be applicable to the Parent, Parent agrees that it will not engage in any
activities that would result in a breach of the Non-Competition Obligations or
fail to take any actions that will breach the Non-Competition Obligations.
Without limiting the generality of the preceding provisions of this Section 6.17
or Section 9.2(f), each of Buyer and Parent acknowledges that the
Non-Competition Obligations are severable as provided for in the contracts
listed in Schedule 6.17 and agrees that the provisions thereof and this Section
6.17 may be enforced by specific performance.

         6.18 Board Seat. So long as the Sellers or their affiliates
collectively own more than (a) 200,000 shares of Parent's Common Stock (as
adjusted for reverse stock splits, stock splits and similar matters), Parent
will cause a nominee of Sellers ("Nominee") to be elected to Parent's Board, and
(b) 400,000 shares of Parent's common stock (as adjusted for reverse stock
splits, stock splits and similar matters), Parent will, at Sellers' written
request permit an observer of Sellers to attend the meetings of the Board of
Directors of the Parent (provided that Parent shall not be liable for the
expenses of such observer in connection therewith). In case any Nominee is no
longer a director for any reason, including, without limitation, a resignation,
removal for cause or otherwise, Sellers shall have the right to designate a
replacement Nominee and Parent shall cause such Nominee to be elected to the
Parent's Board of Directors. No Nominee of Sellers shall be removed from
Parent's Board


                                      -32-
<PAGE>

of Directors except for cause. The Parties agree to enter into other reasonable
arrangements after the signing hereof to implement the provisions contained in
this Section 6.18

         6.19 Restrictions on Sale of Stock. Sellers agree that for the period
beginning on the Closing Date and ending 120 days thereafter, Sellers will not
directly or indirectly sell, hypothecate, pledge or otherwise transfer the
Stock.

         6.20 Non-Solicitation. For a period of 2 years commencing on the
Closing Date, Sellers shall not directly or indirectly solicit the services of
any Employee other than Jim Craft or Dan Schaeffer.

         6.21 Financial Statements. Sellers shall cooperate with Buyer in
connection with the preparation of audited financial statements of the Business
that are required to be included in Buyer's filing on Form 8-K under the
Exchange Act or any Registration Statement or post-effective amendment to a
Registration Statement, prior to the expiration of applicable time periods for
which such filings must be made. Seller shall use its reasonable best efforts to
cause all work that Price Waterhouse has done to date relating to the periods
prior to the Closing Date on Seller's behalf to be provided to Buyer for its and
its accountant's use at no cost to Buyer. Buyer and Sellers shall each be
responsible for one-half of any additional accounting fees incurred in
connection with the preparation of such audited financial statements.

         6.22 Location of Assets. Prior to the closing Sellers shall generally
identify to Buyer where the Assets are located.

         7. Conditions of Closing.

         7.1 Conditions Precedent to Obligations of Buyer. The obligation of
Buyer to consummate the purchase under this Agreement is subject to the
fulfillment, prior to or at the Closing, of each of the following conditions
(any or all of which may be waived by Buyer):

                  (a) all representations and warranties of Sellers and
Shareholder contained in this Agreement shall have been true and correct in all
material respects when made, and shall be true and correct in all material
respects at and as of the time of the Closing with the same effect as though
made again at, and as of, that time;

                  (b) Sellers and Shareholder shall have performed and complied
with in all material respects all obligations and covenants required by this
Agreement to be performed or complied with by Sellers and Shareholder prior to
or at the Closing;

                  (c) Buyer shall have been furnished with the documents
referred to in Section 8.1;


                                      -33-
<PAGE>

                  (d) the Assets shall have not been materially adversely
affected as a result of any fire, accident, storm or other casualty or labor or
civil disturbance or act of God or the public enemy;

                  (e) no provision of any applicable law or regulation shall
prohibit, and there shall not be in effect any injunction or restraining order
issued by a court of competent jurisdiction in any action or proceeding against
the consummation of the sale and purchase of the Assets pursuant to this
Agreement.

         7.2 Conditions Precedent to Obligations of Sellers. The obligation of
Sellers to consummate the sale under this Agreement is subject to the
fulfillment, prior to or at the Closing, of each of the following conditions
(any or all of which may be waived by Sellers):

                  (a) all representations and warranties of Buyer and Parent
contained in this Agreement shall have been true and correct in all material
respects when made, and shall be true and correct in all material respects at
and as of the time of the Closing with the same effect as though made again at,
and as of, that time;

                  (b) Buyer and Parent shall have performed and complied with in
all material respects all obligations and covenants required by this Agreement
to be performed or complied with by Buyer and Parent prior to or at the Closing;

                  (c) Sellers shall have been furnished with the documents
referred to in Section 8.2;

                  (d) no provision of any applicable law or regulation shall
prohibit, and there shall not be in effect any injunction or restraining order
issued by a court of competent jurisdiction in any action or proceeding against
the consummation of the sale and purchase of the Assets pursuant to this
Agreement, including the purchase of the Stock.

         8. Documents to be Delivered at the Closing.

         8.1 Documents to be Delivered by Sellers. At the Closing, Sellers and
Shareholders shall deliver, or cause to be delivered, to Buyer the following:

                  (a) one or more executed deeds (in a mutually satisfactory
form), bills of sale, instruments of transfer of bank accounts listed in
Schedule 8.1, assignments of intellectual property, instruments of assignment or
certificates of title, dated the Closing Date, transferring to Buyer all of the
Sellers' right, title and interest in and to the Assets together with possession
of the Assets;


                                      -34-
<PAGE>

                  (b) documents evidencing the assignment and assumption of the
assignable Contracts referred to in Section 1.3 and the assignment of any
assignable permits and licenses referred to in Section 1.4;

                  (c) a copy of resolutions of the board of directors of each
Seller and Shareholder authorizing the execution, delivery and performance of
this Agreement by each Seller and Shareholder and a certificate of the secretary
or assistant secretary of each Seller and Shareholder, dated the Closing Date,
that such resolutions were duly adopted and are in full force and effect;

                  (d) a certificate, dated the Closing Date, executed by an
officer of each Seller and Shareholder certifying to the fulfillment of the
conditions specified in Sections 7.1(a) and 7.1(b);

                  (e) a favorable opinion of the General Counsel or Associate
General Counsel to each Seller and Shareholder, subject to customary
qualifications and limitations, as to the due execution and delivery of this
Agreement and the documents delivered by each Seller and Shareholder at the
Closing and as to the matters set forth in Sections 4.1 and 4.2, and, to the
best of such counsel's knowledge, Sections 4.3 and 4.12;

                  (f) the affidavit of Sellers required by Section 1445(b)(2) of
the Code; and

                  (g) such documentation and instruments as are reasonably
requested by the title insurance company insuring Buyer's title to the Real
Property.

         8.2 Documents to be Delivered by Buyer. At the Closing, Parent and
Buyer shall deliver, or cause to be delivered, to Sellers the following:

                  (a) payment and evidence of the wire transfer referred to in
Section 2.3(b);

                  (b) certificates evidencing the Common Stock and certificates
evidencing the Preferred Stock, in form reasonably acceptable to Sellers and
free and clear of all Liens and other restrictions of any kind or nature;

                  (c) evidence reasonably satisfactory to Sellers that the
Certificate of Designation of Parent substantially in the form of Exhibit A has
been executed, filed with the Secretary of State of Delaware and is in full
force and effect;

                  (d) the additional consideration, if any, payable or
deliverable pursuant to Section 2.1(b);

                  (e) evidence reasonably satisfactory to Sellers that there has
been compliance with Section 5.10 hereof;


                                      -35-
<PAGE>

                  (f) if requested by Sellers, a Nominee of Sellers has been
elected to Parent's board of directors;

                  (g) the Registration Agreement in a form reasonably
satisfactory to Sellers (the "Registration Agreement");

                  (h) documents evidencing the assignment and assumption of the
assignable Contracts referred to in Section 1.3, the acceptance of assignable
permits and licenses in accordance with Section 1.4, and the assumption of the
Assumed Liabilities in accordance with Section 1.5, as required;

                  (i) a copy of resolutions of the boards of directors of Parent
and Buyer authorizing the execution, delivery and performance of this Agreement
by Parent and Buyer and a certificate of the secretary or assistant secretary,
dated the Closing Date, of Parent and Buyer that such resolutions were duly
adopted and are in full force and effect;

                  (j) a certificate, dated the Closing Date, executed by an
officer of Parent and Buyer certifying to the fulfillment of the conditions
specified in Sections 7.2(a) and 7.2(b) and 8.2(c); and

                  (k) a favorable opinion of counsel to Buyer and Parent,
subject to customary qualifications and limitations, as to the due execution and
delivery of this Agreement and the documents delivered by Buyer and Parent at
the Closing and as to the matters set forth in Sections 5.1, 5.2, the third
sentence of Section 5.3 and related matters and Section 5.10 and, to the best of
such counsel's knowledge, Sections 5.6 and 5.7.

         9. Indemnification and Related Matters.

         9.1 Indemnification.

                  (a) Subject to the provisions of this Article 9, Sellers and
Shareholder, jointly and severally agree to indemnify and hold Buyer and its
affiliates, predecessors, successors and assigns (and their respective officers,
directors, employees and agents) harmless from and against all actions, suits,
proceedings, claims, demands, assessments, judgments, damages, costs and
expenses, in excess of the aggregate of any reserves or accruals on the Final
Balance Sheet, including reasonable attorneys' fees arising or resulting from
the following (except to the extent same constitute Assumed Liabilities):

                           (i) a material breach of any representation or
warranty on the part of each Seller or the Shareholder under the terms of this
Agreement or any other document executed by Sellers pursuant hereto;


                                      -36-
<PAGE>

                           (ii) non-fulfillment of any agreement on the part of
each Seller or Shareholder under the terms of this Agreement or any other
document executed by each Seller or Shareholder pursuant hereto;

                           (iii) Environmental Claims, to the extent and in the
manner set forth in Section 9.5; and

                           (iv) any claim, demand, action, suit or proceeding
with respect to the Business relating to the affairs of the Business prior to
the Closing Date (other than Environmental Claims), including, without
limitation, the pending litigation, threatened claims and charges listed on
Schedule 4.10 and Schedule 4.12.

                  (b) Subject to the provisions of this Article 9, Buyer and
Parent, jointly and severally, agree to indemnify and hold each Seller,
Shareholder and their respective affiliates, predecessors, successors and
assigns (and their respective officers, directors, employees and agents)
harmless from and against all actions, suits, proceedings, claims, demands,
assessments, judgments, damages, costs and expenses, including reasonable
attorneys' fees arising or resulting from the following:

                           (i) a material breach of any representation or
warranty on the part of Parent or Buyer under the terms of this Agreement or any
other document executed by Parent or Buyer pursuant hereto;

                           (ii) non-fulfillment of any agreement on the part of
Parent or Buyer under the terms of this Agreement or any other document executed
by Parent or Buyer pursuant hereto (for all purposes of this Agreement,
including, without limitation, this Section 9.1(b)(ii), and Section 9.2(d) all
of the provisions in the Certificate of Designation relating to the Preferred
Stock shall be deemed to be agreements on the part of Parent as fully as if each
such provision were set forth in full in this Agreement (the "Preferred Stock
Provisions"));

                           (iii) Environmental Claims, to the extent and in the
manner set forth in Section 9.5; and

                           (iv) any and all other actions, suits or proceedings
commenced or any other claims or demands asserted against any Seller after the
Closing Date with respect to the Business (excluding Environmental Claims)
except for those claims, demands, actions, suits and proceedings which are the
responsibility of the Sellers under Section 9.1.


                                      -37-
<PAGE>

         9.2 Determination of Damages and Related Matters.

                  (a) In calculating any amounts payable to Buyer or any other
indemnitee pursuant to Sections 9.1(a) or 9.5 or payable to Sellers or any other
indemnitee pursuant to Sections 9.1(b) or 9.5, (i) Sellers or Buyer, as the case
may be, shall receive credit for (y) any reduction in actual tax liability as a
result of the facts giving rise to the claim for indemnification, and (z) any
insurance recoveries, and (ii) no amount shall be included for Parent's, Buyer's
or Sellers', as the case may be, special or consequential damages.

                  (b) Buyer acknowledges and agrees that Buyer and its
representatives have had access to such of the information and documents and to
such of the real property, fixtures and tangible personal property of the
Business as Buyer and its representatives shall have requested to see and/or
review; that Buyer and its representatives have had a full opportunity to meet
with appropriate management and employees of each Seller to discuss the Business
and Assets, and that, in determining to acquire the Business and Assets, Buyer
has made its own investigation into, and based thereon Buyer has formed an
independent judgment concerning, the Business and the Assets. It is therefore
understood and agreed that, except as specifically set forth in this Agreement,
Buyer accepts the Business and the condition of the Assets "AS IS, WHERE IS"
without any representation, warranty or guaranty, express or implied, as to
merchantability, fitness for a particular purpose or otherwise as to the
condition, size, extent, quantity, type or value of such property. Buyer
represents and warrants to Sellers and Shareholder that Buyer and its officers,
directors and other affiliates have no knowledge of a breach of any of Sellers'
and Shareholder's representations and warranties set forth in Article 4 hereof.
To the extent that Buyer or its officers, directors or other affiliates have
knowledge of facts or circumstances constituting a breach of the representations
and warranties set forth in Article 4 at the time such representations and
warranties were made, Buyer shall have no right or remedy hereunder or otherwise
in respect to such breach or the facts and circumstances related thereto.

                  (c) Sellers acknowledges and agrees that Sellers and its
representatives have had access to such of the information and documents and
assets of Parent and with respect to the Stock as Sellers and its
representatives shall have requested to see and/or review; that Sellers and its
representatives have had a full opportunity to meet with appropriate management
and employees of Parent to discuss the business of the Parent, and that, in
determining to acquire the Stock, Sellers has made its own investigation into,
and based thereon Sellers has formed an independent judgment concerning, the
business of the Parent, and the Stock. It is therefore understood and agreed
that, except as specifically set forth in this Agreement, Sellers accepts the
Stock "AS IS, WHERE IS" without any representation, warranty or guaranty,
express or implied, as to the business of the Parent, or the value of such
Stock. Sellers represents and warrants to Buyer that Sellers and its officers,
directors and other affiliates have no knowledge of a breach of any of Buyer's
representations and warranties set forth in Article 5 hereof. To the extent that
Sellers or its officers, directors or other affiliates have knowledge of facts
or circumstances constituting a


                                      -38-
<PAGE>

breach of the representations and warranties set forth in Article 5 at the time
such representations and warranties were made, Sellers shall have no right or
remedy hereunder or otherwise in respect to such breach or the facts and
circumstances related thereto.

                  (d) Sellers and Shareholder, on the one hand, and Buyer and
Parent, on the other hand, shall have no liability under this Article 9 for
breaches of representations and warranties under Articles 4 and 5 of this
Agreement respectively unless the aggregate amount of the damages and losses to
Buyer and Parent, on the one hand, and Sellers and Shareholder, on the other
hand, from all claims finally determined to arise under Articles 4 and 5
respectively exceed an amount equal to one percent of the Purchase Price and, in
such event, Sellers and Shareholder, on the one hand, and Buyer and Parent, on
the other hand, shall be required to pay only the amount by which such aggregate
amount of claims exceeds said amount in the aggregate; provided, further, that
in no event shall the amount of Sellers' and Shareholder's aggregate liability
under this Section 9 exceed ten million dollars ($10,000,000).

                  (e) From and after twelve months after the Closing Date,
except in respect of breach of covenants, the amount that Buyer may recover from
Sellers shall be limited to the amount that is actually recovered, if any, by
Sellers under its insurance policies (and such amount shall not be recoverable
to the extent Buyer can recover for same under its insurance policies) provided
that it is understood and agreed that Sellers shall have no responsibility to
the extent such insurance does not actually cover any such losses, including by
reason of any deductibles. Buyer shall promptly reimburse to Sellers, or at
Sellers request provide reasonable advances, with respect to actual
out-of-pocket expenses Sellers incur in connection with the attempted or actual
collection of such insurance proceeds pursuant to Buyer's request. For the
avoidance of doubt, the provisions of this Section 9.2(e) do not limit Buyer's
or Parent's rights to indemnity under this Agreement during the twelve month
period commencing on the Closing Date.

                  (f) The parties agree that the provisions set forth in this
Article 9 can be specifically enforced in a court of competent jurisdiction.
Apart from such right to specific enforcement, the indemnification provided for
in this Article 9 shall, from and after the Closing, be the sole remedy for any
of the matters referred to herein and the indemnification under Section 9.5
shall be the sole remedy for any Environmental Claims and for any breach of
representation or warranty relating to environmental matters.

         9.3 Time and Manner of Certain Claims. Except as may otherwise be
expressly provided in this Agreement, the representations and warranties herein,
and the obligations hereunder to be performed prior to the Closing, shall
survive the Closing. Sellers and Buyer shall be liable for damages for
misrepresentations and breach of warranty set forth in Articles 4 or 5 of this
Agreement respectively and asserted under Section 9.1(a)(i) (including, without
limitation, pursuant to the certificates to be delivered pursuant to Section
8.1(d)) or Section 9.1(b)(i) (including without limitation pursuant to the
certificates to be delivered pursuant to


                                      -39-
<PAGE>

Section 8.2(d)), respectively only to the extent that notice of a claim therefor
complying with the requirements of this Section is asserted by the other in
writing and delivered prior to the expiration of a period ending twelve (12)
months from the Closing Date; provided, however, that no claim may be made by
Buyer against Seller with respect to Sections 4.4, 4.5, 4.6 and 4.7 after the
resolution of the issues related to the payment to be made pursuant to Section
2.3(c) or the receipt of such payment. Notwithstanding the foregoing, the
agreements contained in this Agreement or any of the documents executed by Buyer
or Sellers pursuant to this Agreement, including the Preferred Stock Provisions,
to be performed after the Closing shall not be limited as to time. Any notice of
a claim shall state specifically the facts giving rise to the alleged basis for
the claim and, if known, the amount of the liability asserted against the other
party by reason of the claim.

         9.4 Defense of Claims by Third Parties. If any claim is made against
Parent or Buyer, on the one hand, or Sellers and Shareholder, on the other hand,
that, if sustained, would give rise to a liability of the other under this
Agreement, Buyer, on the one hand, or Sellers and Shareholder, on the other
hand, as the case may be, shall promptly cause notice of the claim to be
delivered to the other and shall afford the other and its counsel, as the
other's sole expense, the opportunity to defend and/or settle the claim. If such
notice and opportunity are not given to the other, or if any claim is
compromised or settled without its prior written consent, no liability shall be
imposed upon the other by reason of such claim. The parties shall cooperate in
connection with any such claims.

         9.5 Environmental Matters.

                  (a) This Section 9.5 governs the allocation between Sellers
and Buyer of all losses associated with Hazardous Substances, including, but not
limited to all losses associated with any breach of representation or warranty
set forth in Article 4.16 hereof, and all liabilities, obligations, claims,
damages, deficiencies and expenses, including, without limitation, reasonable
legal and expert fees and expenses and costs of investigation, analysis and
remediation (collectively, "Environmental Liability") which may result from a
claim or demand to take corrective action (an "Environmental Claim") arising
from or incurred in connection with (i) any violation or alleged violation of
any Environmental Law (as in effect and requiring compliance at the
Determination Time) with respect to the Business, whether or not such violation
or alleged violation is known or unknown (an "Event"), or (ii) any personal
injury or property damage resulting from any Release of or exposure to Hazardous
Substances manufactured, used, stored, sold, handled, spilled, discharged or
disposed of in the course of operating the Business (an "Exposure").

                  (b) Environmental Liability shall be allocated between Sellers
and Buyer as follows:

                           (i) If the Event or Exposure giving rise to the
Environmental Claim is attributable solely to a period before the Determination
Time, (A) if such Environmental


                                      -40-
<PAGE>

Claim is asserted (meaning that any unaffiliated third party or any judicial,
governmental, or administrative authority has advised Sellers or the Buyer in
writing that an Environmental Claim is being asserted or investigated or that
proceedings in regard to such Environmental Claim have been commenced) ("Becomes
Pending") before the period terminating twelve months following the
Determination Time (the "Twelve Month Anniversary"), Sellers shall indemnify and
hold Buyer and Parent harmless to the extent of one hundred percent (100%) of
the related Environmental Liability, or (B) if such Environmental Claim Becomes
Pending after the Twelve Month Anniversary of the Determination Time, Buyer and
Parent shall indemnify and hold Sellers harmless to the extent of one hundred
percent (100%) of the related Environmental Liability; and

                           (ii) If the Event or Exposure giving rise to the
Environmental Claim is attributable to periods both before and after the
Determination Time and the Environmental Claim Becomes Pending before the Twelve
Month Anniversary of the Determination Time, the allocation of the related
Environmental Liability pursuant to this Section 9.5(b) shall be further
apportioned between Sellers and Buyer on a reasonable basis with respect to the
periods before and after the Determination Time, with any disputes regarding
such apportionment to be discussed by the parties in good faith and, if
unresolved, to be referred to arbitration in accordance with the rules then
existing of the American Arbitration Association, the decision of which
arbitrator on such issue shall be final and binding on the parties and the fees
and expenses of which arbitrator shall be shared equally by Buyer and the
Sellers.

                  (c) It is further agreed as follows:

                           (i) Buyer agrees that, except as explicitly required
by prevailing and applicable Environmental Law, it shall not, by voluntary or
discretionary action, or by the action of third parties over which it has
control either by contract or otherwise, accelerate the timing, or increase the
cost, of any obligations of Sellers under this Section 9.5. Sellers agree that,
except as required by prevailing and applicable Environmental Law, it shall not,
by voluntary or discretionary action, or by the action of third parties over
which it has control either by contract or otherwise, accelerate the timing, or
increase the cost, of any obligations of Buyer under this Section 9.5.

                           (ii) The parties agree to act in good faith in
undertaking work to remediate environmental matters that may give rise to a
claim for indemnification hereunder with a view to avoiding unnecessary or
excessive costs. The parties shall be entitled to rely upon the recommendations
of an independent environmental consultant in this regard.

                           (iii) Environmental Liability of Sellers shall be
limited to damages directly relating to rectifying the Environmental Claim to
the minimum extent required by applicable law in effect as of the Determination
Time. In no event shall Sellers be liable to Buyer for any liabilities or
damages arising from any interruption of the operation of the


                                      -41-
<PAGE>

Business caused by or related to an Environmental Claim or for other special or
consequential damages.

                           (iv) The party having liability for at least 51% of
any Environmental Claim shall have the right to control and manage all
discussions with third parties, and all proceedings and activities regarding the
satisfaction and discharge of the claim.

                           (v) In the event Sellers are provided with notice of
an Environmental Claim, or are required, as a consequence of a claim by a third
party, including any governmental entity, against Sellers or Buyer, to enter the
Real Property, Buyer shall, at no cost to Sellers, allow Sellers and their
agents, contractors and consultants full access to and reasonable use of the
Real Property and their facilities, equipment and utilities. Further, Buyer
shall provide Sellers with documents within its possession, allow the conduct of
sampling programs, execute necessary documents and take actions reasonably
recommended by Sellers in order to mitigate or prevent the Release or further
Release of Hazardous Substances. Sellers and their agents, contractors and
consultants shall make reasonable commercial efforts to avoid interfering with
Buyer's operations at the Real Property during their conduct of remedial actions
or related response actions. Buyer shall also allow Sellers reasonable access to
the Real Property during the period set forth in Section 9.5(b), if, in Sellers'
reasonable determination, investigations are necessary to avoid any
Environmental Claim or potential Environmental Claim. In its conduct of any
investigation, cleanup, or other remedial actions, Sellers shall employ methods
satisfactory to the governmental entity with jurisdiction over such matters or
in accordance with prevailing and applicable industry standards.

                           (vi) For so long as Sellers' indemnification
contained in Section 9.5 shall be in effect, Buyer shall provide Sellers with
any information within its possession which reasonably suggests that an Event or
Exposure exists or may exist, for which Sellers may have an indemnification
obligation to Buyer.

                  (d) To the extent the provisions of this Section 9.5 conflict
with the provisions of Section 9.1, the provisions of this Section 9.5 shall
control.

         10. Miscellaneous.

         10.1 Bulk Sales Compliance. Buyer hereby waives compliance by Sellers
with the provisions of the Bulk Sales Law of any state which my be applicable to
this transaction. In consideration of such waiver, Sellers agree to defend and
indemnify Buyer against and hold it harmless from any and all loss, liability,
claims, damage or expense (including reasonable attorneys' fees) arising out of
or resulting from such noncompliance, provided that such loss, liability, claim,
damage or expense was not caused by Buyer's conduct of the Business or is not an
Assumed Liability.


                                      -42-
<PAGE>

         10.2 Finders. Buyer and Sellers respectively represent and warrant that
they have not employed or utilized the services of any broker or finder in
connection with this Agreement or the transactions contemplated by it. Sellers
shall indemnify and hold Buyer harmless from and against any and all claims for
brokers' commissions made by any party as a result of this Agreement and the
transaction contemplated hereunder to the extent that any such commission was
incurred, or alleged to have been incurred, by, through or under Sellers. Buyer
shall indemnify and hold Sellers harmless from and against any and all claims
for brokers' commissions made by any party as a result of this Agreement and
transactions contemplated hereunder to the extent that any such commission was
incurred, or alleged to have been incurred, by, through or under Buyer.

         10.3 Entire Agreement. This Agreement (with its Schedules and Exhibits)
together with the existing confidentiality agreement between the parties
contains, and is intended as, a complete statement of all of the terms of the
arrangements between the parties with respect to the matters provided for,
supersedes any previous agreements and understandings between the parties with
respect to those matters (except as otherwise provided in Section 6.1), and
cannot be changed or terminated orally.

         10.4 Jurisdiction and Governing Law. Sellers and Buyer each hereby
consent to personal jurisdiction in any action brought with respect to this
Agreement and the transactions contemplated hereunder in any federal or state
court within the State of Delaware and agree that service of process may be
accomplished pursuant to the provisions of Section 10.6 below This Agreement
shall be governed by and construed in accordance with the law of the State of
Delaware without giving effect to conflicts of law principles thereof.

         10.5 Schedules; Tables of Contents and Headings. Any matter disclosed
on any Schedule to this Agreement shall be deemed to have been disclosed on all
other Schedules to this Agreement to the extent that it should have been
disclosed on such other Schedule. The table of contents and section headings of
this Agreement and titles given to Schedules to this Agreement are for reference
purposes only and are to be given no effect in the construction or
interpretation of this Agreement.

         10.6 Notices. All notices and other communications under this Agreement
shall be in writing and shall be deemed given when delivered personally
(including by confirmed legible telecopier transmission) or mailed by certified
mail, return receipt requested, to the parties at the following addresses (or to
such address as a party may have specified by notice given to the other party
pursuant to this provision):


                                      -43-
<PAGE>

                           If to Sellers or Shareholder. c/o:

                           U.S. Industries, Inc.
                           101 Wood Avenue South
                           Iselin, New Jersey 08830
                           Attention: General Counsel
                           Telecopy No.: (732) 767-2208

                           If to Buyer, to:

                           TearDrop Acquisition Corp.
                           1080 Louson Road
                           Union, New Jersey 07083
                           Attention:  Rudy Slucker, CEO
                           Telecopy No.: (908) 688-5444

                           With a copy to:

                           Crummy Del Deo Dolan Griffinger
                              & Vecchione
                           One Riverfront Plaza
                           Newark, New Jersey 07102
                           Attention:  Jeffrey A. Baumel, Esq.
                           Telecopy No.:  (973) 596-0545


         10.7 Separability. In the event that any provision hereof would, under
applicable law, be invalid or enforceable in any respect, such provision shall
be construed by modifying or limiting it so as to be valid and enforceable to
the maximum extent compatible with, and permissible under, applicable law. The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement
which shall remain in full force and effect.

         10.8 Waiver. Any party may waive compliance by another with any of the
provisions of this Agreement. No waiver of any provision shall be construed as a
waiver of any other provision. Any waiver must be in writing.

         10.9 Binding Effect; Assignment. This Agreement shall be binding upon
and inure to the benefit of the parties and their respective successors and
permitted assigns. Nothing in this Agreement shall create or be deemed to create
any third party beneficiary rights in any person or entity not a party to this
Agreement. No assignment of this Agreement or of any rights or obligation
hereunder may be made by any party (by operation of law or otherwise) without
the prior written consent of the other parties and any attempted assignment
without


                                      -44-
<PAGE>

the required consent shall be void; provided, however, that no such consent
shall be required of Parent, Buyer or Sellers to assign part or all of its
rights under this Agreement to one or more of its subsidiaries or affiliates,
but no such assignment by Parent, Buyer or Sellers of its rights or obligations
hereunder shall relieve Parent, Buyer or Sellers of any of its obligations under
any of such Agreements to the other.

         10.10 Joint and Several Liability. Notwithstanding that only in some
instances (and not in others) in this Agreement or in any other document the
liability of Sellers and Shareholder is stated to be joint and several
liability, all of the obligations of Sellers and/or Shareholder under this
Agreement or any document executed by any Seller and/or Shareholder pursuant
hereto shall be the joint and several obligations of Sellers and Shareholder.
Notwithstanding that only in some instances (and not in others) in this
Agreement or in any other document the liability of Buyer and Parent is stated
to be joint and several liability, all of the obligations of Buyer and/or Parent
under this Agreement or any document executed by Buyer and/or Parent pursuant
hereto shall be the joint and several obligations of Buyer and Parent.

         10.11 Joint Agreement. The provisions of this Agreement and each
document delivered pursuant hereto shall be deemed to be the joint effort of
each of the parties hereto and shall not be construed more severely or strictly
against any one or more parties.

         10.12 Best Knowledge. As used in this Agreement "to the best of each
Seller's knowledge" "to the knowledge of Sellers", or words of similar import
shall mean actual knowledge possessed by an executive officer of Seller and "to
the best of Buyer's knowledge", "to the best of Parent's knowledge" or "to
Buyer's knowledge" or words of similar import shall mean actual knowledge
possessed by an executive officer of Parent or Buyer.

         10.13 Counterparts. This Agreement may be executed via fax and in
counterparts, each of which shall be an original, but which together shall
constitute one and the same Agreement.


                                      -45-
<PAGE>

         IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties as of the date first set forth above.

                                           TOMMY ARMOUR GOLF COMPANY


                                           By:___________________________
                                                    Title:

                                           USI CANADA INC.


                                           By:___________________________
                                                    Title:

                                           TOMMY ARMOUR GOLF (SCOTLAND) LTD.


                                           By:________________________________
                                                    Title:


                                           USI AMERICAN HOLDINGS, INC.


                                           By:________________________________
                                                    Title:


                                           TEARDROP ACQUISITION CORP.


                                           By:________________________________
                                                    Title:


                                           TEARDROP GOLF COMPANY


                                           By:________________________________
                                                    Title:


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