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                                                                   Exhibit 10.15

                     --------------------------------------

                           SALE AND PURCHASE AGREEMENT

                     --------------------------------------


                          regarding the acquisition of


                            KACHELE-CAMA LATEX GMBH,
                               Industriepark Rhon,
                                Am Kreuzacker 9,
                                36124 Eichenzell

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                                                   Roll of Deeds of 2003 No. [ ]


                                   NEGOTIATED


                                ON JUNE 10, 2003


                                    AT BASEL


                        Before me, the undersigned notary

                                Dr. Thomas Gelzer
           whose official seat is in Aeschenvorstadt 4, CH-4010 Basel


appeared today


1.   Mr. Bruno Kachele, who declared that he is not acting in his own name and
on his own behalf but as sole managaing director of WILHELM KACHELE GMBH,
Jahnstr. 9, 73235 Weilheim/Teck, Germany,
                     - hereinafter referred to as "SELLER 1" -

2.   Dr. Marcel Studer, who declared that he is not acting in his own name and
     on his own behalf but in his capacity as proxy on behalf of AGS ASSET AND
     GROWTH LTD., Douglas, Isle of Man, Channel Island on the basis of a
     power-of-attorney dated March 28, 2003, a copy of which is attached to this
     deed


                     - hereinafter referred to as "SELLER 2" -

                     - the parties 1. and 2. hereinafter individually or
                       collectively also referred to as "SELLER" or "SELLERS" -


and


3.   Dr. Thomas Verhoeven, who declared that he is not acting in his own name
     and on his own behalf but in his capacity as proxy on behalf of

                                        2
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     a) NORTH SAFETY PRODUCTS HOLDING GMBH I. GR. Am Kreuzacker 9, 36124
     Eichenzell on the basis of a power-of-attorney dated April 30, 2003, a copy
     of which is attached to this deed


                     - hereinafter referred to as "PURCHASER" -


                     - Sellers and Purchaser hereinafter individually or
                     collectively also referred to as "PARTY" or "PARTIES" -
     and

     b) NORTH SAFETY PRODUCTS INC. , 2211 York Road, Suite 215, Oak Brook,
     Illinois 60523, USA, on the basis of a power-of-attorney dated June 4,
     2003, a copy of, which is attached to this deed


                     - hereinafter referred to as "GUARANTOR"


Mr. Bruno Kachele, Dr. Marcel Studer and Dr. Thomas Verhoeven identified
themselves by their identity cards.

The persons appearing answered the question of the notary about a prior
involvement (VORBEFASSUNG) within the meaning of Section 3 para. 1 sentence 1
no. 7 of the German Recording Act (BEURKUNDUNGSGESETZ) in the negative.

The acting notary advised the persons appearing that a notary who or whose
partners in the law firm have formerly acted as legal advisors to one of the
parties involved in the matter to be notarized would not be entitled to take
office as a notary in the matter at hand pursuant to Section 233 Sect. 1(4) of
the Introductory Act of the Canton Basel-City relating to the Swiss Civil Code
which provision corresponds with the so-called "Vorbefassungsverbot" under the
German Act of Notarization (Section 3 Sect. 1(7)). The acting notary stated that
he himself and his firm have not been involved in the matter at hand in the
meaning of said provisions. By approving the present Notarial Deed, the parties
hereto shall confirm such statement of the acting notary.

The persons appearing declared as follows:

                                        3
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                                TABLE OF CONTENTS


<Table>
<S>                                                                           <C>
RECITALS                                                                       7

1.   CURRENT STATUS OF KCL GROUP                                               9

2.   PURCHASE, SALE AND ASSIGNMENT OF THE KCL SHARES                          10

3.   PURCHASE PRICE/EARN OUT                                                  11

4.   PAYMENT OF FINAL PURCHASE PRICE/EARN OUT                                 12

5.   SIGNING DATE/EFFECTIVE DATE/CLOSING AND CLOSING DATE                     13

6.   WARRANTIES OF SELLERS                                                    18

7.   WARRANTIES OF PURCHASER                                                  29

8.   REMEDIES                                                                 30

9.   INTERIM MANAGEMENT/OTHER AGREEMENTS                                      33

10.  ANNOUNCEMENT/CONFIDENTIALITY AND CO-OPERATION                            39

11.  NON-COMPETE/NON-SOLICITATION                                             40

12.  NOTICES                                                                  41

13.  MISCELLANEOUS                                                            42

14.  LIST OF SCHEDULES                                                        45
</Table>

                                        4
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                                          DEFINITIONS

<Table>
<S>                               <C>
2001 Accounts                     as defined in Section 6.1.5
2002 Accounts                     as defined in Section 6.1.5
Adjusted Net Working Capital      As defined in Section 9.7
Affiliates                        of any particular Person means any other
                                  Person controlling, controlled by or under
                                  common control with such particular Person,
                                  where "control" means the possession, directly
                                  or indirectly, of the power to direct the
                                  management and policies of a Person whether
                                  through the ownership of voting securities,
                                  contract or otherwise.
Agreement                         as defined in Recital (B)
Banking Days                      as defined in Section 13.6
Benefit Plans                     as defined in Section 6.1.19
Best Knowledge                    as defined in Section 6.3
Business                          as defined in Recital (A)
Cash                              as defined in Section 9.7
Closing                           as defined in Section 5.4
Closing Date                      as defined in Section 5.4
Closing Events                    as defined in Section 5.5
Companies                         as defined in Section 1.4
Contract                          as defined in Section 6.1.6.(c)
Default Interest Rate             as defined in Section 4.3
Disclosure Schedules              as defined in Section 6.2
Earn Out                          as defined in Section 3.3
Effective Date                    as defined in Section 5.1.2
Encumbrances                      as defined in Section 1.2
Environmental Laws                as defined in Section 6.1.22
Equity Interest                   as defined in Section 1.3
Escrow Agent                      as defined in Section 4.1
Expiration Date                   as defined in Section 5.6.1(c)
Final Purchase Price              as defined in Section 3.1
Governmental Authorities          as defined in Section 5.2.1(b)
Guarantor                         North Safety Products Inc.
Indebtedness                      as defined in Section 6.1.25
Intellectual Property Rights      as defined in Section 6.1.8
Interim Accounts                  as defined in Section 6.1.5
KCL                               as defined in Recital (A)
KCL Combined Financial            as defined in Section 6.1.5
Statements
</Table>

                                        5
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<Table>
<S>                               <C>
KCL Financial Statements          as defined in Section 6.1.5
KCL Group                         as defined in Section 1.4
KCL Group Shares                  as defined in Section 1.3
KCL's Auditor                     as defined in Section 6.1.5
KCL Shares                        as defined in Section 1.2
KCL Subsidiaries                  as defined in Section 1.3
KCL Subsidiary Financial          as defined in Section 6.1.5
Statements
Liability Cap                     as defined in Section 9.5.3
Losses                            as defined in Section 8.1
Management Service Agreement      as defined in Section 6.1.18
Material Adverse Effect           as defined in Section 5.2.1(e)
Material Agreements               as defined in Section 6.1.6

Party / Parties                   Sellers and Purchaser individually or
                                  collectively, as the case may be
Permits                           as defined in Section 6.1.10
Permitted Encumbrances            as defined in Section 6.1.17
Person                            means an individual, a partnership, a limited
                                  liability company a corporation, an
                                  association, a joint stock company, a trust, a
                                  joint venture, an unincorporated organization
                                  and a governmental entity or any department,
                                  agency or political subdivision thereof.
Purchase Price                    as defined in Section 3.1
Purchase Price Interest           as defined in Section 3.2
Purchaser                         North Safety Products Holding GmbH i. Gr., Am
                                  Kreuzacker 9, 36124 Eichenzell
Purchaser Claim                   as defined in Section 8.2
Purchaser's Account               as defined in Section 8.7
Real Property                     as defined in Section 6.1.17
Restricted Persons                as defined in Section 11.1
Sahara Gloves                     as defined in Section 3.3
Seller 1                          Wilhelm Kachele GmbH, Jahnstr. 9, 73235
                                  Weilheim/Teck, Germany
Seller 2                          AGS Asset and Growth Ltd., Douglas, Isle of
                                  Man, Channel Island
Sellers' Account                  as defined in Section 4.1
Significant Companies             as defined in Section 1.4
Signing Date                      as defined in Section 5.1.1
Target Amount                     as defined in Section 3.3
Tax Return                        means any return, declaration,
                                  report, claim for refund,
</Table>

                                        6
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<Table>
<S>                               <C>
                                  information return or other document filed or
                                  required to be filed in connection with the
                                  determination, assessment or collection of any
                                  Tax of any party or the administration of any
                                  laws, regulations or administrative
                                  requirements relating to any Tax.
Taxes                             as defined in Section 6.1.11
Termination Fee                   as defined in Section 5.6.2
Third Party Claim                 as defined in Section 8.6
</Table>

                                        7
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The persons appearing take note of the reference deed, which is presented to
them in the original dated June 6, 2003 (notarized deed Allg. Prot. Nr. .../2003
of Dr. Thomas Gelzer, notary public). The persons appearing explicitly approve
all declarations made by ... with respect to the reference deed and its
contents.

The notary has informed the persons appearing that the contents of the reference
deed shall become binding upon the parties through conclusion of this agreement
as a part of this agreement. The persons appearing waived their rights to have
the reference deed read aloud and further waived their rights to have the
reference deed appended hereto.

All reference to Schedules in the following "Share Sale and Purchase Agreement"
refer to the respective Schedules of the reference deed.


Thereafter the persons appearing hereon declared:


                        SHARE SALE AND PURCHASE AGREEMENT


RECITALS

(A)      WHEREAS, Sellers are the sole shareholders of Kachele-Cama Latex GmbH
         (hereinafter "KCL"). KCL and its respective subsidiaries develop,
         manufacture, market and sell protective gloves (hereinafter the
         "BUSINESS").

(B)      WHEREAS, Sellers intend to sell and assign 100% of the shares in KCL to
         Purchaser upon the terms and conditions of this agreement including its
         schedules (hereinafter the "AGREEMENT").

(C)      WHEREAS, Purchaser wishes to purchase 100% of the shares in KCL from
         Sellers upon the terms and conditions of this Agreement.


NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:


1.  CURRENT STATUS OF KCL GROUP

1.1      KCL is a German limited liability company (GESELLSCHAFT MIT
         BESCHRANKTER HAFTUNG, GMBH), formed and validly existing under German
         law with its registered seat at Industriepark Rohn, Am Kreuzacker 9,
         36124 Eichenzell, Germany. KCL is registered with the Commercial
         Register of the Local Court of Fulda under HRB 420.

                                        8
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1.2      The total share capital of KCL amounts to Euro 4,601,700.00 (in words:
         Euro four million six hundred and one thousand and seven hundred) and
         consists of the following individual shares:

         -    one share in the nominal amount of EURO 2,300,850.00, owned by
              Seller 1 free and clear of all liens, encumbrances, security
              interests, pledges and restrictions on transfer (collectively,
              "ENCUMBRANCES"); and

         -    one share in the nominal amount of EURO 2,300,850.00, owned by
              Seller 2 free and clear of all Encumbrances.

         (hereinafter collectively the "KCL SHARES").

1.3      KCL directly or indirectly holds participations and interests in the
         companies which are listed in SCHEDULE 1.3. Each such company is
         sometimes referred to herein individually as a "KCL SUBSIDIARY" and
         collectively as the "KCL SUBSIDIARIES". SCHEDULE 1.3 sets forth for
         each KCL Subsidiary (i) its name and jurisdiction of incorporation or
         formation, (ii) the nature of its corporate entity (e.g., whether such
         KCL Subsidiary is a corporation, limited liability company, limited
         partnership or a foreign equivalent thereof), (iii) the authorized
         share capital or other indicia of equity interest ownership ("EQUITY
         INTEREST") of such KCL Subsidiary and (iv) the number of issued and
         outstanding Equity Interests held by KCL, on the one hand, and all
         other holders, on the other hand. The issued and outstanding Equity
         Interests held by KCL as set forth in SCHEDULE 1.3 are herein referred
         to as the "KCL GROUP SHARES".

1.4      KCL and the KCL Subsidiaries are herein collectively referred to as the
         "COMPANIES" or the "KCL GROUP". KCL, KCL CZ s.r.o. and KCL-Guba Kft.
         are herein collectively referred to as the "SIGNIFICANT COMPANIES". The
         present corporate structure of the KCL Group is shown in SCHEDULE 1.4
         attached hereto.

2.  PURCHASE, SALE AND ASSIGNMENT OF THE KCL SHARES

2.1      Sellers, upon the terms and subject to the conditions set forth in this
         Agreement, hereby agree to sell and transfer the KCL Shares to
         Purchaser, free and clear of all Encumbrances, and Purchaser, upon the
         terms and subject to the conditions set forth in this Agreement, hereby
         agrees to purchase from Sellers and accepts the transfer of the KCL
         Shares, free and clear of all Encumbrances.

2.2      In the event that the transactions contemplated by this Agreement are
         consummated, the beneficial title in the KCL Shares shall pass to
         Purchaser with economic effect as of the Effective Date as defined in
         Section 5.1.2. As of the Effective Date, all benefits and burdens of
         the KCL Shares including all profits attributable to them from the
         Effective Date shall accrue to Purchaser.

2.3      The transfer of legal and beneficial title and the assignment
         (DINGLICHER RECHTSUBERGANG) of the KCL Shares shall be subject to all
         of the Closing Events (as defined in Section 5.5 below) having taken
         place (or having been waived, to the extent

                                        9
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         possible under this Agreement) and conditional upon fulfillment or
         waiver of all of the Conditions of Closing (as defined in Section 5.2
         below).

2.4      KCL has, by means of its own consent and by means of a unanimous
         resolution of its shareholders (each of which is attached hereto as
         SCHEDULE 2.4), granted its consent to the transfer of the KCL Shares
         contemplated herein according to Section 4 of the Articles of
         Association of KCL.

3.  PURCHASE PRICE/EARN OUT

3.1      In consideration of the sale of the KCL Shares to Purchaser, Purchaser
         shall pay to Sellers the FINAL PURCHASE PRICE and, if earned, the Earn
         Out under Section 3.3. The Final Purchase Price consists of (i) an
         amount in cash equal to EURO 16,250,000.00 (in words: Euro sixteen
         million and two hundred fifty thousand) (the "PURCHASE PRICE"), PLUS
         (ii) the Purchase Price Interest as defined in Section 3.2 below.

3.2      From July 1, 2003 through the Closing Date, the Purchase Price shall
         bear interest at a rate of 6 (six) percent per annum (the "PURCHASE
         PRICE INTEREST").

3.3      In addition to the payment of the Final Purchase Price as defined
         above, and as further consideration, the following "EARN OUT" scheme
         shall apply:

         In the event that the number of pairs of Sahara Gloves sold by KCL for
         any of the twelve-months ending December 31, 2003, December 31, 2004 or
         December 31, 2005, exceeds the Target Amount for such twelve-month
         period, Purchaser shall make a one-time payment to Sellers equal to
         EURO 250,000.00 for such period which payment shall be due and payable
         on March 1 of the calendar year following any such period; provided
         that (i) in the event that no payment is made pursuant to this Section
         3.3 for the 12-months ending December 31, 2003 and the number of pairs
         of Sahara Gloves sold by KCL for the 24-months ending December 31, 2004
         exceeds 200% of the Target Amount, Purchaser shall (without duplication
         to any other provision of this Section 3.3) make a one-time payment to
         Sellers equal to EURO 500,000.00 for such 24-month period and (ii) in
         the event that no payment has been made pursuant to this Section 3.3
         (including clause (i) of this proviso) and the number of pairs of
         Sahara Gloves sold by KCL for the 36-months ending December 31, 2005
         exceeds 300% of the Target Amount, Purchaser shall (without duplication
         to any other provision of this Section 3.3) make a one-time payment to
         Sellers equal to EURO 750,000.00 for such 36-month period. When used
         herein, "TARGET AMOUNT" is 3,425,935 (which is the number of pairs of
         Sahara Gloves sold by KCL for the twelve-month period ended December
         31, 2002). "SAHARA GLOVES" means the family of Sahara gloves that
         include only the products "Sahara" (articles 0100/0101/0102), "Monsun"
         (articles 0105/0106/0107) and "Taifun" (0151/0152/0157), which are
         marked with an asterisk on SCHEDULE 3.3.

                                       10
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4.  PAYMENT OF FINAL PURCHASE PRICE/EARN OUT

4.1      Subject to satisfaction or waiver of the conditions set forth herein,
         the Final Purchase Price shall be paid to Sellers at the Closing Date
         as defined in Section 5.4 below. Subject to satisfaction or waiver of
         the conditions set forth herein, EURO 3,750,000.00 of the Final
         Purchase Price shall be paid by Purchaser at the Closing Date to an
         account details of which are to be provided by Dr. Thomas Gelzer
         ("ESCROW AGENT") prior to the Closing Date and be held and distributed
         under the rules of the Escrow Agreement referred to under Section 5.5
         (a) (6) below. The remaining amount of the Final Purchase Price shall
         be paid by Purchaser free of costs and charges or withholdings of
         whatsoever nature, as a net amount and by wire transfer of immediately
         available funds to Sellers' Account as set forth in SCHEDULE 4.1.

4.2      The payment of any Earn Out amounts as set forth in detail in Section
         3.3 above shall, if and when due and payable, be made to Sellers'
         Account as specified in SCHEDULE 4.1.

4.3      The default interest rate (herein "DEFAULT INTEREST RATE") on any
         payment obligation to Sellers or Purchaser from time to time
         outstanding under this Agreement that has not been paid in accordance
         with its terms, for each day until repaid in full, shall be 5
         percentage points p.a. above the 3-month Euro Interbank Offered Rate
         (EURIBOR) (or, if no longer applicable, the respective successor rate)
         computed on the basis of a 365 day year.

4.4      The Guarantor hereby unconditionally guarantees to the Sellers the
         fulfilment of the obligations of the Purchaser under this Agreement to
         pay the Final Purchase Price, the Earn Out and the Termination Fee, if
         and when the same shall become due and payable and, as the case may be,
         the payment of default interest; it being understood and agreed that
         Sellers may claim payment under this payment guarantee with respect to
         any such payment obligation only if such payment obligation has become
         due and payable and Purchaser has failed to satisfy such obligation
         within 30 days thereafter. For the period between the Signing Date and
         the registration of the Purchaser with the commercial register,
         Guarantor hereby guarantees to the Sellers the fulfillment of all
         obligations of the Purchaser under this Agreement subject to the terms
         and conditions set forth in this Agreement.

4.5      No managing director or shareholder of the Purchaser nor any Persons
         acting on behalf of Purchaser shall assume any liability under Section
         11 para. 2 of the German Limited Liability Companies Act (GmbHG) and
         the related liability concepts of pre-incorporation debt assumption
         (VORBELASTUNGSHAFTUNG) and liabilities for differences in value of
         assets (DIFFERENZHAFTUNG); the liability (if any) of Purchaser is,
         between Purchaser and the Sellers, restricted by applying Section 13
         para. 2 of the German Limited Liability Companies Act (GmbHG) to the
         parties of this Agreement.

                                       11
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5.  SIGNING DATE/EFFECTIVE DATE/CLOSING AND CLOSING DATE

5.1      Signing Date and Effective Date, and Closing Date shall each have the
         following meaning in this Agreement:

         5.1.1 "SIGNING DATE" shall be the day on which this Agreement has been
         duly notarized and executed by the Parties.

         5.1.2 "EFFECTIVE DATE" shall be December 31, 2002, 24:00 hours German
         time.

         5.1.3 "CLOSING DATE" shall be the date as defined in Section 5.4 below.

5.2      CONDITIONS OF CLOSING.

         5.2.1   CONDITIONS OF OBLIGATIONS OF PURCHASER. The obligation of
         Purchaser to consummate the transactions contemplated by this Agreement
         is subject to the prior satisfaction of each of the following
         conditions on or prior to the Closing Date, any of which may be waived
         by Purchaser (in its sole and absolute discretion):

                 (a) REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF OBLIGATIONS.
         The representations and warranties of the Sellers set forth in this
         Agreement will be true and correct in all material respects (except
         that the representations and warranties which are qualified as to
         "materiality" or "Material Adverse Effect" or any other word or phrase
         deriving from or including "material" shall be true and correct in all
         respects) at and as of the Closing Date as though then made and as
         though the Closing Date were substituted for the date of this Agreement
         or, in the case of any representations and warranties that expressly
         related only to a date earlier than the Closing Date on and as of such
         earlier date (in either case, without taking into account any
         disclosures made by any Seller or KCL to Purchaser pursuant to Section
         9.2.5 hereof). Each of the Sellers, KCL and each of the other Companies
         will have performed in all material respects all of the covenants and
         agreements required to be performed by them under this Agreement on and
         prior to the Closing Date.

                 (b) GOVERNMENTAL APPROVALS. All necessary consents or approvals
         by Governmental Authorities that are required for the consummation of
         the transactions contemplated hereby (including, without limitation,
         the valid transfer of the KCL Shares to Purchaser) will have been
         obtained, including, without limitation, all merger control approvals
         or clearances required under German and Rumanian law, in each case on
         terms satisfactory to Purchaser. For purposes of this Agreement, the
         term "GOVERNMENTAL AUTHORITIES" shall mean any domestic (federal, state
         or local) or foreign government or governmental, regulatory or
         administrative authority, agency, commission, board, bureau, court or
         instrumentality or arbitrator of any kind.

                 (c) OTHER CONSENTS AND APPROVALS. The following will have been
         obtained, in each case on terms satisfactory to Purchaser: (i) all
         consents and approvals by third parties that are required for the valid
         transfer of the KCL Shares to Purchaser or that are otherwise required
         for the consummation of the transactions contemplated hereby

                                       12
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         or that are required in order to prevent a breach of or a default under
         or a termination or modification of or acceleration of any obligation
         under any material agreement to which any party or its affiliates is a
         party or to which any material portion of the property of any party is
         subject, including, without limitation, each of the consents and
         authorizations listed on SCHEDULE 6.1.1; and (ii) confirmation letters
         by each of KCL's third-party financing sources and lenders concerning
         the outstanding principal and interest balances of all third-party
         Indebtedness as of Closing.

                 (d) NO INJUNCTION. No preliminary or permanent injunction or
         order that would prohibit or restrain the consummation of the
         transactions contemplated hereunder shall be in effect and no
         Governmental Authority or other third party shall have commenced or
         threatened to commence an action or proceeding seeking to enjoin the
         consummation of such transactions or to impose liability on the parties
         hereto in connection therewith; provided that Sellers shall use their
         commercially reasonable efforts to have such injunction or order
         vacated.

                 (e) NO MAC. Since January 1, 2003, no change shall have
         occurred which has had or could reasonably be expected to have a
         material adverse effect on the financial condition, operating results,
         assets, operations, business prospects, employee relations or customer
         or supplier relations of KCL or any of the other Companies ("MATERIAL
         ADVERSE EFFECT").

                 (f) FINANCING. Purchaser shall have received all of the
         financing necessary for the consummation of the transactions
         contemplated hereby.

         Any condition specified in this Section 5.2.1 may be waived by
         Purchaser in its sole and absolute discretion; provided that no such
         waiver will be effective unless it is set forth in a writing executed
         by Purchaser.

         5.2.2   CONDITIONS OF OBLIGATIONS OF SELLERS. The obligation of Sellers
         to consummate the transactions contemplated by this Agreement is
         subject to the prior satisfaction of the following conditions on or
         prior to the Closing Date, any of which may be waived by any Seller (in
         its sole and absolute discretion):

                 (a) REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF OBLIGATIONS.
         The representations and warranties of the Purchaser set forth in this
         Agreement will be true and correct in all material respects (except
         that the representations and warranties which are qualified as to
         "materiality" or any other word or phrase deriving from or including
         "material" shall be true and correct in all respects) at and as of the
         Closing Date as though then made and as though the Closing Date were
         substituted for the date of this Agreement or, in the case of any
         representations and warranties that expressly related only to a date
         earlier than the Closing Date on and as of such earlier date (in either
         case, without taking into account any disclosures made by Purchaser to
         Sellers pursuant to Section 9.3.1 hereof). Purchaser will have
         performed in all material respects all of the covenants and agreements
         required to be performed by Purchaser under this Agreement prior to the
         Closing Date.

                                       13
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                 (b) GOVERNMENTAL APPROVALS. All necessary consents or approvals
         by Governmental Authorities that are required for the consummation of
         the transactions contemplated hereby (including, without limitation,
         the valid transfer of the KCL Shares to Purchaser) will have been
         obtained, including, without limitation, all merger control approvals
         or clearances required under German and Rumanian law.

                 (c) NO INJUNCTION. No preliminary or permanent injunction or
         order that would prohibit or restrain the consummation of the
         transactions contemplated hereunder shall be in effect and no
         Governmental Authority or other third party shall have commenced or
         threatened to commence an action or proceeding seeking to enjoin the
         consummation of such transactions or to impose liability on the parties
         hereto in connection therewith; provided that Purchaser shall use its
         commercially reasonable efforts to have such injunction or order
         vacated.

         Any condition specified in this Section 5.2.2 may be waived by Sellers
         in their sole and absolute discretion; provided that no such waiver
         will be effective unless it is set forth in a writing executed by
         Sellers.

5.3      COOPERATION. The Parties undertake to use all reasonable endeavors to
         render to each other all support and cooperation reasonably necessary
         to ensure that the conditions to Closing set forth in Section 5.2 are
         fulfilled as soon as possible after the Signing Date. In particular,
         though each Party remains responsible for preparing and making its own
         required filings, Sellers and Purchaser shall cooperate with one
         another in preparing and making the filings described in SCHEDULE 5.3
         and in furnishing information required in connection therewith.

5.4      CLOSING DATE. The closing for the consummation of the transactions
         contemplated by this Agreement (the "CLOSING") shall, unless another
         date or place is mutually agreed to in writing by Sellers and
         Purchaser, take place no later than six (6) Banking Days following the
         satisfaction or waiver of each of the conditions specified in Section
         5.2 hereof (the "CLOSING DATE") at the offices of Holters & Elsing,
         Frankfurt or such other place as may be mutually determined by the
         Parties.

5.5      CLOSING EVENTS. On the Closing Date, the following events ("CLOSING
         EVENTS") shall take place:

                 (a) DELIVERIES OF SELLERS. Sellers shall deliver to Purchaser,
         or cause KCL to deliver to Purchaser, as applicable, each of the
         following:

                       (1)   a certificate from Sellers, in the form attached
         hereto as SCHEDULE 5.5(a)(1), dated the Closing Date and signed by each
         Seller, certifying that the conditions specified in Section 5.2.1 have
         been fully satisfied;

                       (2)   certified copies of the following organizational
         documents of KCL as in effect as of the Closing: excerpt from the
         commercial register, Articles of Association;

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                       (3)   copies of all third party and governmental
         consents, approvals, filings, etc. required to be obtained and/or
         delivered on or prior to the Closing Date pursuant to Section 5.2.1;

                       (4)   copies of resignation letters whereby all current
         members of the Advisory Board (BEIRAT) of KCL shall have resigned from
         their positions with immediate effect;

                       (5)   an executed copy of a License Agreement in the form
         attached hereto as SCHEDULE 5.5(a)(5) regarding the granting of a
         license of the name "Kachele" as part of KCL's company name (which
         License Agreement shall be in full force as of the Closing);

                       (6)   a notarized executed copy of the Escrow Agreement
         between Purchaser, Sellers and Dr. Thomas Gelzer (as Escrow Agent) in
         the form attached hereto as SCHEDULE 5.5(a)(6) (which Escrow Agreement
         shall be in full force as of the Closing); and

                       (7)   execution of the Closing Protocol in the form
         attached as SCHEDULE 5.5(a)(7) hereto.

                 (b) DELIVERIES OF PURCHASER. Purchaser shall deliver to
         Sellers, or cause to be delivered to Sellers, each of the following:

                       (1)   a certificate from Purchaser, in the form attached
         hereto as SCHEDULE 5.5(b)(1) dated the Closing Date and signed by
         Purchaser, certifying that the conditions specified in Section 5.2.2(a)
         have been fully satisfied;

                       (2)   certified copies of all resolutions authorizing the
         execution, delivery and performance of this Agreement and the
         consummation of all transactions contemplated by this Agreement;

                       (3)   copies of all third party and governmental
         consents, approvals, filings, etc. required to be obtained and/or
         delivered on or prior to the Closing Date pursuant to Section 5.2.2;

                       (4)   payment of the Final Purchase Price pursuant to
         Section 4.1; and

                       (5)   execution of the Closing Protocol in the form as
         attached as SCHEDULE 5.5(a)(7) hereto.

5.6      TERMINATION OF AGREEMENT.

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         5.6.1   TERMINATION. This Agreement may be terminated and abandoned at
         any time prior to the Closing Date:

                 (a) By mutual written consent of Purchaser, on the one hand,
         and Sellers, on the other hand;

                 (b) By Purchaser, on the one hand, or Sellers, on the other
         hand, if any Governmental Authority shall have issued an order (which
         has not been vacated, withdrawn or overturned) permanently restraining,
         enjoining or otherwise prohibiting the transactions contemplated hereby
         and such order shall have become final and nonappealable; provided that
         the right to terminate this Agreement pursuant to this Section 5.6.1(b)
         shall not be available to any Party that has failed to perform its
         obligations under the proviso contained in Sections 5.2.1(d) or
         5.2.2(c);

                 (c) By Purchaser, on the one hand, or Sellers, on the other
         hand, if the transactions contemplated hereby shall not have been
         consummated on or before September 30, 2003 (the "EXPIRATION DATE");
         provided that a Party will not be entitled to terminate this Agreement
         pursuant to this Section 5.6.1(c) if (i) that Party's breach of this
         Agreement has been the cause of or resulted in the failure of the
         transactions contemplated hereby to occur on or before the Expiration
         Date or (ii) that Party has failed to satisfy any condition set forth
         in Section 5.2 hereto that such Party was required to satisfy;

                 (d) By Purchaser if (i) there has been a material breach by any
         Seller of any of its representations, warranties or covenants contained
         in this Agreement, which breach is not cured within five (5) days after
         notice thereof is received by such breaching party (provided that
         neither Seller shall be entitled to any cure period for any breach of
         Section 9.4 (Exclusivity)) or (ii) events have occurred which have made
         it impossible to satisfy a condition precedent to the obligation of
         Purchaser to consummate the transactions contemplated hereby, unless
         Purchaser's breach of this Agreement has caused the condition to be
         unsatisfied; or

                 (e) By Sellers if (i) there has been a material breach by
         Purchaser of any of its representations, warranties or covenants
         contained in this Agreement, which breach is not cured within five (5)
         days after notice thereof is received by Purchaser or (ii) events have
         occurred which have made it impossible to satisfy a condition precedent
         to the obligation of Sellers to consummate the transactions
         contemplated hereby, unless any Sellers' breach of this Agreement has
         caused the condition to be unsatisfied or (iii) Closing has not
         occurred on or before July 15, 2003 although all Conditions of
         Obligations of Purchaser (Section 5.2.1) have been fulfilled with the
         exception of the Condition of Closing in Section 5.2.1(f) (Financing)
         and/or the Condition to Closing in Section 5.2.1(a) to the extent
         Purchaser asserts a breach of the covenant in Section 9.2.3.

         5.6.2   EFFECT OF TERMINATION. Except as set forth below, in the event
         of termination of this Agreement as provided in Section 5.6.1, notice
         thereof shall be promptly given by the terminating Party to the other
         Party and thereafter this Agreement shall

                                       16
<Page>

         forthwith become void, and there shall be no liability or obligation on
         the part of Purchaser or any of its Affiliates or Sellers or any of
         their Affiliates except that (a) the provisions of Section 10.1 (Public
         Announcements) and Section 10.2 (Confidentiality) and this Section 5.6
         shall remain in full force and effect, (b) if all of the conditions to
         Closing set forth in Section 5.2.2 above have been satisfied or waived
         and either of the Sellers intentionally fail to close the transactions
         contemplated hereby in accordance with Section 5.5, Sellers shall pay
         an indemnification of 10 percent of the Final Purchase Price (the
         "TERMINATION FEE") to Purchaser within five (5) days after such
         termination and (c) if all of the conditions to Closing set forth in
         Section 5.2.1 above have been satisfied or waived by Purchaser
         (including the condition to Closing set forth in Section 5.2.1(f)
         (Financing)) and Purchaser intentionally fails to close the
         transactions contemplated hereby in accordance with Section 5.5,
         Purchaser shall pay in the aggregate the Termination Fee to the Sellers
         within five (5) days after such termination. The above mentioned rules
         shall also apply in the event that this Agreement is terminated as a
         result of any breach of Section 9.4, in which case Sellers shall
         immediately pay to Purchaser, by wire transfer of immediately available
         funds, the Termination Fee.

6.   WARRANTIES OF SELLERS

6.1      Sellers, unless otherwise stated herein, jointly and severally warrant
         to Purchaser as an independent undertaking of warranty that the
         following information is true and correct as of the Signing Date and
         the Effective Date (it being agreed that, for the avoidance of doubt,
         any reference in this Section 6.1 to the term "Business" shall only
         include the business of the respective Company for which the respective
         warranty is given - i.e. in a warranty given with regard to KCL only,
         any reference therein to the term "Business" shall include the business
         of KCL only and any reference to the Business without limitation to (a)
         specific Company/Companies shall mean the Business as defined in
         Recital (A) of this Agreement):

         6.1.1   ENFORCEABILITY, NO CONFLICT. This Agreement constitutes legal,
         valid, and binding obligations of Sellers, enforceable against Sellers
         in accordance with the terms hereunder. Sellers have the absolute and
         unrestricted right, power, authority, and capacity to execute and
         deliver this Agreement and to perform their respective obligations
         under this Agreement, which actions have been duly authorized and
         approved by all necessary corporate and shareholder action with respect
         to each Seller. Each of the Companies has all requisite power and
         authority and all Permits and authorizations necessary to own and
         operate its properties and to carry on its business as now conducted.
         Except for the cartel clearances required pursuant to Section 5.2.1(b)
         above, neither Sellers nor any of the Companies are required to give
         any notice to any person or obtain any consent or authorization of any
         Governmental Authority or any third party in connection with the
         execution and delivery of this Agreement other than those listed in
         SCHEDULE 6.1.1. Neither the execution and delivery of this Agreement
         nor the consummation or performance of any of the transactions
         contemplated hereunder will directly or indirectly (with or without
         notice or lapse of time) contravene, violate, cause a default under,
         cause (or give the right to any third party to cause) acceleration of
         performance or termination of, require the

                                       17
<Page>

         consent of or filing with, or require that any notice be delivered to
         any Governmental Authority or third party, pursuant to the terms of any
         governmental authorization, legal requirement, rule, Permit,
         regulation, order, constitutive or governing document or contract to
         which Sellers or any of the Companies are bound or subject. This
         Agreement has been duly authorized, executed and delivered by each
         Seller.

         6.1.2   KCL SHARES. Each Seller with regard to his shareholdings
         warrants that the KCL Shares (i) exist in the amounts set out in
         Section 1.2, (ii) are fully paid-up and have not been repaid and (iii)
         are owned beneficially and of record by Sellers, as set forth under
         Section 1.2, and will be assigned to Purchaser free and clear of any
         Encumbrances. The KCL Shares comprise 100% of the issued and
         outstanding share capital of KCL. Except for this Agreement, there are
         no outstanding or authorized options, warrants, rights, contracts,
         calls, puts, rights to subscribe, preemptive rights, conversion rights
         or other agreements or commitments providing for the issuance,
         disposition or acquisition of any share capital of KCL or any rights or
         interests exercisable therefore. No shareholder is a party to any
         voting trust, proxy or other agreement or understanding with respect to
         the voting of any share capital of KCL. KCL does not own treasury
         shares (EIGENE GESCHAFTSANTEILE) nor is any share capital of KCL
         redeemable within the meaning of Section 21 or Section 34 of the German
         GmbH Act. The statements made in Section 1.1 are true and correct in
         all respects.

         6.1.3   KCL SUBSIDIARIES. Each KCL Subsidiary is duly organized and
         validly existing under the laws of its jurisdiction of incorporation or
         organization. The KCL Group Shares (i) are fully paid-up and have not
         been repaid and (ii) are owned beneficially and of record by KCL free
         and clear of any Encumbrances, and in the amounts set forth on SCHEDULE
         1.3. Except as set forth in SCHEDULE 1.3, there are no outstanding or
         authorized options, warrants, rights, contracts, calls, puts, rights to
         subscribe, preemptive rights, conversion rights or other agreements or
         commitments providing for the issuance, disposition or acquisition of
         any of the KCL Group Shares or any rights or interests exercisable
         therefore. KCL is not party (directly or indirectly) to any voting
         trust, proxy or other agreement or understanding with respect to the
         voting of any KCL Group Shares. Except as set forth on SCHEDULE 1.3,
         KCL does not own or control and has not, within the last three years,
         owned or controlled, whether directly or indirectly, any stock,
         partnership interest, joint venture interest, equity participation or
         other security or interest in any other partnership, joint venture,
         trust, corporation, limited liability company or other entity or
         association. KCL has no obligation or liability of any kind or nature
         (whether fixed or contingent) (i) to make any payments into the capital
         of or otherwise provide any financing or monies to any of the KCL
         Subsidiaries or (ii) for any indebtedness, liability or other
         obligation of any KCL Subsidiary. The statements made in Section 1.3
         are true and correct in all respects. SCHEDULE 6.1.3 sets forth each
         shareholder agreement, partnership agreement, joint venture agreement
         or similar agreement to which any member of the KCL Group is party.

         6.1.4   BANKRUPTCY OR JUDICIAL COMPOSITION PROCEEDINGS. No bankruptcy
         or judicial composition proceedings concerning Sellers or the Companies
         have been applied for, and to Sellers' Best Knowledge (as defined in
         SECTION 6.3 below), no

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<Page>

         circumstances exist which would require the application for any
         bankruptcy or judicial composition proceedings and no circumstances
         exist pursuant to any applicable bankruptcy laws which could justify
         the nullification of this Agreement. To Sellers' Best Knowledge, no
         third party has instituted any insolvency proceedings against any
         member of the KCL Group. With regard to KCL, no illiquidity is
         threatened within the meaning of Section 18 of the German Insolvency
         Act.

         6.1.5 ACCOUNTS. KCL's financial statements as of December 31, 2001
         (herein "2001 ACCOUNTS"), as of December 31, 2002 (herein "2002
         ACCOUNTS"), and KCL's interim accounts as of March 31, 2003 (the
         "INTERIM ACCOUNTS") (2001 Accounts and 2002 Accounts collectively the
         "KCL FINANCIAL STATEMENTS") attached hereto as SCHEDULE 6.1.5 (a), have
         been prepared and adopted by KCL in good faith, and, in the case of the
         2001 Accounts and the 2002 Accounts, reviewed and certified without
         qualifications by Siefert, Sattele & Partner GmbH,
         Wirtschaftsprufungsgesellschaft (herein "KCL'S AUDITOR"). The KCL
         Financial Statements have been prepared in accordance with the German
         Commercial Code (HGB), consistently applied, and in accordance with all
         further accounting requirements under German law (GRUNDSATZE
         ORDNUNGSGEMA(BETA)ER BUCHFUHRUNG), with the principles of continuity in
         accounting policies and in evaluation principles as well as on the
         basis of past practice with regard to the making of provisions, and are
         consistent with the books and records of KCL and fairly present in all
         material respects the financial position of KCL as of the periods then
         ended. The KCL Group's combined financial statements as of December 31,
         2002 attached hereto as SCHEDULE 6.1.5 (b) (the "KCL COMBINED FINANCIAL
         STATEMENTS") have been prepared by KCL in good faith. All financial
         statements of the KCL Subsidiaries (true and correct copies of which
         are attached to SCHEDULE 6.1.5(b)), which served as a basis for the
         above-mentioned KCL Combined Financial Statements (collectively, the
         "KCL SUBSIDIARY FINANCIAL STATEMENTS") have been prepared in good faith
         and in compliance with applicable national GAAP respectively, are
         consistent with the books and records of the respective KCL Subsidiary
         and fairly present in all material respects the financial position of
         the respective KCL Subsidiary as of the period then ended.

         6.1.6   MATERIAL AGREEMENTS.

                 (a) As at the Signing Date, none of the Significant Companies
         is a party to, bound by or subject to: any Contract (excluding
         employment contracts with the exception of senior executive employees)
         which (i) involves payments of a total amount in excess of EURO
         30,000.00 (in words: Euro thirty thousand) p.a. and which is not
         terminable on 90 days or less notice without cost or penalty or (ii)
         which restricts any member of the KCL Group from doing business in any
         jurisdiction except for the Contracts disclosed in SCHEDULE 6.1.6 (such
         Contracts disclosed in SCHEDULE 6.1.6 being collectively referred to as
         "MATERIAL AGREEMENTS"). Sellers have delivered to Purchaser true and
         correct copies of each Material Agreement required to be disclosed on
         SCHEDULE 6.1.6 and which are marked with an asterisk thereon.

                 (b) Except as disclosed on SCHEDULE 6.1.6: (i) no Material
         Agreement has been breached in any respect or canceled by any party
         thereto and neither Seller is aware of

                                       19
<Page>

         any basis for any anticipated breach by any other party to any Material
         Agreement; (ii) each of the Significant Companies has performed all of
         their obligations required to be performed by them under each of the
         Material Agreements and neither Seller, nor any of the Significant
         Companies, has received any claim, whether written or oral, that it has
         breached any of the terms or conditions of any Material Agreement;
         (iii) no event has occurred which with the passage of time or the
         giving of notice or both would result in a breach or default under any
         Material Agreement by any party thereto; and (iv) to the Best Knowledge
         of Sellers, no member of the KCL Group is party to any Contract which,
         individually or in the aggregate, could have or could reasonably be
         expected to have a Material Adverse Effect on the Business. Each
         Material Agreement is valid, binding and enforceable and is in full
         force and effect, except to the extent enforcement thereof may be
         limited by applicable bankruptcy or insolvency laws or general
         equitable principles.

                 (c) For purposes of this Agreement, "CONTRACT" means, with
         respect to any Person, any contract, license, agreement, commitment,
         purchase order, note, bond, mortgage, indenture, lease or other
         property agreement, partnership or joint venture agreement or other
         legally binding agreement, whether oral or written, applicable to it or
         its properties or assets.

         6.1.7   COMPLIANCE. Except as disclosed in SCHEDULE 6.1.7, each Seller
         and each of the Companies is and has been in compliance with all laws,
         regulations, rules and ordinances of all Governmental Authorities
         applicable to the Business or any of the Companies. No notice, claim,
         charge, complaint, action, suit, proceeding, investigation or hearing
         has been received by any Seller or any of the Companies or filed,
         commenced or threatened against any Seller or any of the Companies with
         respect to the Business or any of the Companies, alleging a violation
         of or liability or potential responsibility under any such law,
         regulation, rule or ordinance which has not heretofore been duly cured
         and for which there is no remaining liability.

         6.1.8   INTELLECTUAL PROPERTY. KCL owns, or lawfully uses under
         license, all such patents, utility models, design patents, patent
         applications, corporate names, internet domain names, trade marks,
         service marks copyrights and other intellectual property rights
         (whether registered or unregistered) necessary to carry on the Business
         of the KCL Group as presently conducted (herein collectively
         "INTELLECTUAL PROPERTY RIGHTS") and the use of such Intellectual
         Property Rights does not to the Best Knowledge of Sellers infringe upon
         any third party rights; a complete list of all registered and other
         material Intellectual Property Rights of KCL is attached hereto as
         SCHEDULE 6.1.8(a). The Intellectual Property Rights comprise all of the
         intellectual property rights necessary for the operation of the
         Business of the KCL Group as currently conducted. Except as disclosed
         in SCHEDULE 6.1.8 (b), the Intellectual Property Rights are not the
         subject of any pending or threatened proceedings for opposition,
         cancellation, revocation, misuse, infringement, misappropriation or
         rectification.

         6.1.9   INSURANCE. KCL maintains in full force and effect for its own
         benefit the policies of insurance covering losses (subject to
         deductibles or self-insurance to the

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<Page>

         extent set forth on SCHEDULE 6.1.9) until the Closing Date which are
         listed in SCHEDULE 6.1.9.

         6.1.10  PERMITS. Each of the Significant Companies is in possession of
         and in compliance with all material approvals, licenses and permits of
         Governmental Authorities necessary to operate the Business as it
         currently exists (herein the "PERMITS"). All such Permits concerning
         KCL are set forth on SCHEDULE 6.1.10. No loss or expiration of any
         Permit is pending or, to the Best Knowledge of Sellers, threatened,
         other than expiration in accordance with the terms thereof. All of the
         Permits shall remain in full force and effect immediately after the
         consummation of the transactions contemplated hereby.

         6.1.11  TAXES. All Tax Returns required to be filed by KCL or any other
         Significant Company on or before the Signing Date have been timely
         filed, all such Tax Returns have been prepared in compliance with all
         applicable laws and regulations, and all such Tax Returns are true and
         accurate in all respects. Each Significant Company has paid all Taxes
         which have become due for payment prior to the Signing Date and, to the
         extent applicable, have made sufficient provisions for the payment of
         all Taxes of the Companies through the Closing Date. Without limiting
         the generality of the foregoing, all Taxes of each Significant Company
         for periods ending on or prior to the Effective Date (whether or not
         yet due for payment) have been paid or fully accrued as a liability on
         the face of the Balance Sheet contained in the 2002 Accounts. "TAXES"
         shall mean any and all taxes (ABGABEN) of any kind or nature, license
         and registration fees, social security contributions
         (SOZIALVERSICHERUNGSBEITRAGE), duties or withholdings of any nature
         whatsoever imposed by any Governmental Authority, together with any and
         all penalties, fines, additions to tax and interest thereon. There is
         no action, suit, taxing authority proceeding or audit now in progress,
         pending or threatened against any Significant Company with respect to
         any Tax relating to the Business. Each Significant Company has withheld
         and paid all Taxes required to have been withheld and paid in
         connection with amounts paid or owing to any employee, creditor,
         independent contractor or other third Person.

         6.1.12  PRODUCT LIABILITY. There are no product liability claims
         relating to products manufactured or sold by any Significant Company
         which are presently pending. In the last two years prior to the
         Effective Date, no product liability claims in an amount in excess of
         EURO 10,000.00 (in words: Euro ten thousand) in the individual case and
         EURO 30,000.00 (in words: Euro thirty thousand) in the aggregate have
         been raised against the Companies.

         6.1.13  LITIGATION. With regard to the Companies, there is no action,
         suit, investigation or proceeding pending against, or to the Best
         Knowledge of Sellers, as of the date hereof, threatened against or
         otherwise affecting any Company or the Business, before any court or
         arbitrator or other Governmental Authority except as disclosed in
         SCHEDULE 6.1.13.

         6.1.14  WORKS COUNCIL. There are no agreements with the works council,
         labor unions or similar organizations of any Significant Company except
         those disclosed in

                                       21
<Page>

         SCHEDULE 6.1.14. No Significant Company has experienced any work
         stoppage or slowdowns due to labor disagreements with respect to the
         Business nor is any pending or threatened. There is no grievance or
         arbitration proceeding pending ("EINIGUNGSSTELLE").

         6.1.15 EU SUBSIDIES. None of the Companies has received any subsidies
         not approved by EU. SCHEDULE 6.1.15 sets forth all subsidies received
         by KCL during the past three (3) years and the material terms thereof.

         6.1.16 ABSENCE OF FACTS OR EVENTS. Except as listed on SCHEDULE 6.1.16,
         since January 1, 2003, KCL has conducted the Business of the KCL Group
         only in the ordinary course of business consistent with past custom and
         practice (including, without limitation, with respect to the offering
         of special sales or incentive programs or the filling of distribution
         channels), has incurred no liabilities with respect to the Business
         other than in the ordinary course of business consistent with past
         practice and custom and there has not been:

                 (a) any occurrence, event, change, incident, action, failure
         to act or transaction which has had or could reasonably be expected to
         have a Material Adverse Effect;

                 (b) (i) any hiring of new employees of the Business whose
         annual compensation (including commissions and bonuses reasonably
         likely to be earned) exceeds EURO 50,000.00, (ii) any material
         amendment to any employment agreement, (iii) any increase in the
         compensation payable or to become payable by the Business to any of its
         employees, other than annual compensation increases made in the
         ordinary course of business consistent with past custom and practice,
         (iv) any material increase in or material modification of the coverage
         or benefits under any employee benefit or welfare plan affecting
         personnel of the Business, (v) any termination of employment of any
         employee of the Business whose annualized compensation (including
         commissions and bonuses) exceeds EURO 50,000.00 or (vi) any other
         material change in the employment terms for any employee of the
         Business;

                 (c) any sale, assignment, modification, transfer, release or
         waiver of any contractual rights, claims or other assets of the
         Business valued at more than EURO 100,000.00 individually or in the
         aggregate, other than (i) changes to contracts in the ordinary course
         of business consistent with past custom and practice or (ii) sales or
         transfers of inventory and products to unaffiliated third Persons on an
         arm's-length basis in the ordinary course of business consistent with
         past custom and practice;

                 (d) any Encumbrance placed on any of the assets or properties
         of the Business;

                 (e) any material adverse modification, termination of, or
         claims of any material breach under, any Contract;

                 (f) any transaction entered into or consummated by any Seller
         or any of the Companies with respect to the Business, except with
         unaffiliated third Persons on an

                                       22
<Page>

         arm's-length basis in the ordinary course of business consistent with
         past custom and practice;

                 (g) any direct or indirect dividend, distribution or other
         transfer (by whatever means or method) by any of the Companies to any
         Seller or any Affiliate of any Seller of any assets or property of the
         Business of any nature (including cash) or any redemption or
         repurchase, directly or indirectly, of any Equity Interests of any of
         the Companies;

                 (h) any direct or indirect dividend, distribution or other
         transfer (by whatever means or method) by any of the KCL Subsidiaries
         to KCL of any assets or property of any nature (including cash) or any
         redemption or repurchase, directly or indirectly, of any Equity
         Interests of any of the KCL Subsidiaries;

                 (i) any sale, assignment, transfer, abandonment or lapse of
         any Permit or any Intellectual Property Right or other intangible
         assets used by the Business, or disclosure of any material proprietary
         confidential information to any Person;

                 (j) any change in the conduct of cash management customs and
         practices (including, without limitation, any delay or postponement in
         the payment of accounts payable or other liabilities of the Business,
         any acceleration of the collection of accounts receivable of the
         Business, or maintenance of inventory levels) or any expenditures of
         cash (other than in the ordinary course of business in order to
         discharge trade payables);

                 (k) any loans or advances to, or guarantees for the benefit
         of, or entered into any transaction in excess of EURO 25,000.00 in the
         aggregate with any of the Companies or any Affiliate (including any KCL
         Subsidiary), shareholder, officer, director or employee of any of the
         Companies, except for the transactions contemplated by this Agreement
         and for advances consistent with past custom and practice made to
         officers, directors and employees for travel expenses incurred in the
         ordinary course of business;

                 (l) any issuance, sale or transfer of any notes, bonds or other
         debt securities, any Equity Interests, any securities convertible,
         exchangeable or exercisable into Equity Interests, or warrants, options
         or other rights to acquire any Equity Interests of any of the
         Companies;

                 (m) any increase of borrowing of any amount or any additional
         incurrence of Indebtedness in excess of EURO 100,000.00 in the
         aggregate in comparison to the level of Indebtedness of KCL existing as
         of the Effective Date (EURO 1,636,362.43) or any material change in the
         accounting methods of any of the Companies;

                 (n) any discharge or satisfaction of any Encumbrance on the
         assets or properties of the Business, any payment of any material
         obligation or liability (other than in the ordinary course of business
         consistent with past practice and custom) or any payment of
         Indebtedness;

                                       23
<Page>

                 (o) any payments or other transfers (or commitments to do so)
         of any assets (including, without limitation, cash or Equity Interests)
         or liabilities in connection with, or in contemplation of, the
         transactions contemplated by this Agreement;

                 (p) receipt of any notification that any material distributor,
         supplier or licensor will stop or decrease in any material respect the
         rate of business done with the Business;

                 (q) court-recorded or out-of-court settlement or compromise of
         any litigation related to the Business;

                 (r) any payment or commitment to make any payment of any costs,
         expenses or fees of any Seller, directly or indirectly, in connection
         with, or in contemplation of, this Agreement or the transactions
         contemplated hereby;

                 (s) any capital expenditures or commitments for capital
         expenditures involving more than (i) EURO 825,000.00 in the aggregate
         through the period ending June 30, 2003 or alternatively (ii) EURO
         925,000 in the aggregate through the period ending July 31, 2003; or

                 (t) any investment in, loans or advances to or guarantees for
         the benefit of any person or entity (including any KCL Subsidiary).

         6.1.17  PROPERTIES; ASSETS.

                 (a) SCHEDULE 6.1.17 hereto accurately sets forth and describes
         in reasonable detail as of the date hereof all real property used by
         KCL, whether owned, leased or otherwise occupied and includes recent
         excerpt from the respective land register (the "REAL PROPERTY"). KCL
         has good title (EIGENTUM) to all owned Real Property, free and clear of
         all Encumbrances (other than Encumbrances registered with the
         respective land register on the Effective Date, Liens for Taxes not yet
         due and payable, purchase money Encumbrances and Encumbrances securing
         rental payments under capital lease arrangements and other non-material
         Encumbrances arising in the ordinary course of business and not
         incurred in connection with the borrowing of funds, collectively
         "PERMITTED ENCUMBRANCES"). Except as set forth on SCHEDULE 6.1.17, KCL
         has not leased or otherwise granted to any person or entity the right
         to use or occupy such owned Real Property or any portion thereof. KCL
         has a valid leasehold interest in each parcel of leased Real Property,
         free and clear of all Encumbrances, other than Permitted Encumbrances.

                 (b) KCL owns, subject to retention of title in the ordinary
         course of business, good and marketable title (EIGENTUM) to, or a valid
         leasehold interest in, all of the personal and tangible personal
         property and assets of the Business, free and clear of all
         Encumbrances, other than Permitted Encumbrances. All of the tangible
         personal property and assets are in good operating condition and
         repair, ordinary wear and tear not caused by neglect excepted, and are
         useable in the ordinary course of business.

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                 (c) At the Closing, the assets and properties of the
         Significant Companies, together with any rights, properties or
         interests to be made available to Purchaser and the Companies pursuant
         to this Agreement, will include all of those assets and property (real,
         personal, tangible and intangible) necessary to conduct the Business of
         the KCL Group as presently conducted and as presently proposed to be
         conducted, all of which will be free and clear of all Encumbrances
         (other than Permitted Encumbrances).

         6.1.18  EMPLOYEES.

                 (a) Each Significant Company has paid or made adequate
         provision to pay all wages and other compensation and all other amounts
         due and payable to any employee or former employee through and
         including the Closing Date.

                 (b) To the Best Knowledge of Sellers, no senior executive
         employee of KCL or any Significant Company has given notice of
         termination of his employment contract since October 1, 2002. Without
         limiting the generality of the foregoing, (i) neither party to that
         certain Management Service Agreement, dated December 3, 1994, by and
         between KCL and Mr. Volker Laitsch (the "MANAGEMENT SERVICE AGREEMENT")
         has provided the other with notice of its or his intent to terminate
         the Management Service Agreement and (ii) the term of the Management
         Service Agreement was automatically extended on December 31, 2002 for
         an additional term of four years, beginning January 1, 2003. Sellers
         and each Significant Company has complied, and is in compliance, with
         all applicable laws and all shop agreements (BETRIEBSVEREINBARUNGEN)
         with such Significant Company's works council and other similar bodies
         relating to the employment of labor, including provisions thereof
         relating to wages, hours, occupational safety, equal opportunity,
         collective bargaining and the payment of social security, unemployment
         and other Taxes. None of the Significant Companies is party to any
         contract which could require such Significant Company to pay any
         additional compensation, bonuses (including, without limitation, any
         retention bonuses) or other amounts as a result, in whole or in part,
         of the execution and delivery of this Agreement or the consummation of
         the transactions contemplated hereby, to any employee or former
         employee of any such Significant Company.

         6.1.19  EMPLOYEE BENEFITS. Except as set forth on SCHEDULE 6.1.19
         attached hereto, no employee benefit plans, profit-sharing, deferred
         compensation, bonus, incentive, option, equity purchase, vacation pay,
         holiday pay, pension, retirement plans, medical and other compensation
         or benefit arrangements or plans (collectively, "BENEFIT PLANS") are
         maintained or contributed to or required to be contributed to by KCL
         for the benefit of its employees (or former employees) and/or its
         beneficiaries. Sellers have delivered or made available to Purchaser
         true and complete copies of all documents pertaining to those items
         required to be disclosed on SCHEDULE 6.1.19. None of the Companies
         maintains, contributes to or has any liability with respect to any
         Benefit Plans with respect to their employees (or former employees)
         other than those disclosed on SCHEDULE 6.1.19. KCL has timely made all
         contributions required by law to be made to the Benefit Plans, and has
         timely filed all reports and other

                                       25
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         documents required to be filed with respect thereto. All Benefit Plans
         of KCL required by operation of law to be transferred to Purchaser as a
         result of the transactions contemplated hereby comply in form and
         operation with the applicable requirements of law.

         6.1.20  BROKERAGE. There are no claims for brokerage commissions,
         finders fees or similar compensation in connection with the
         transactions contemplated by this Agreement based on any arrangement or
         agreement made by or on behalf of Sellers or any Company.

         6.1.21  AFFILIATE TRANSACTIONS. Except as disclosed on SCHEDULE 6.1.21
         attached hereto, no shareholder (including Sellers), director, officer,
         employee or Affiliate of any of the Companies (or any of the relatives
         or Affiliates of any of the foregoing) or relative of them within the
         meaning of Section 15 of the German General Tax Act (ABGABENORDNUNG) is
         (or has been during the last 12 months) a party to any understanding,
         contract or transaction with any of the Companies, or has (or had
         during the last 12 months) any interest in any property or assets used
         in or necessary to the Business, except for at-will employment
         arrangements.

         6.1.22  ENVIRONMENTAL MATTERS. Except as set forth on SCHEDULE 6.1.22:

                 (a) Each Significant Company has complied in all material
         respects with and is currently in compliance in all material respects
         with all federal, state, provincial, local and foreign statutes,
         regulations, ordinances, and other provisions having the force or
         effect of law, all judicial and administrative orders and
         determinations and all contractual obligations, concerning public
         health and safety, worker health and safety, and pollution and
         protection of the environment ("ENVIRONMENTAL LAWS") and neither of the
         Sellers nor KCL nor any other Significant Company has received any oral
         or written notice, report or information regarding any material
         liabilities (whether accrued, absolute, contingent, unliquidated or
         otherwise) or any corrective, investigatory or remedial obligations
         arising under applicable Environmental Laws which relate to any of the
         Companies or any of their respective properties or facilities.

                 (b) Each Significant Company has obtained and complied in all
         material respects with, and is currently in compliance in all material
         respects with, all Permits, licenses and other authorizations that are
         required pursuant to any applicable Environmental Laws for the
         operation of the Business. All such Permits, licenses and other
         authorizations of KCL are contained in SCHEDULE 6.1.10.

                 (c) Sellers have furnished or provided access to Purchaser all
         environmental audits and reports relating to KCL's premises which are
         in its possession or under its reasonable control.

         6.1.23  WARRANTIES. No liability exists for replacement of the products
         sold or delivered by or on behalf of KCL or other damages in connection
         with such sales or deliveries made at any time prior to the Closing
         Date.

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         6.1.24  ABSENCE OF UNDISCLOSED LIABILITIES. KCL has not, or will not
         have as of the Closing, any obligation or liability (in any case,
         whether known or unknown, asserted or unasserted, absolute or
         contingent, accrued or unaccrued, liquidated or unliquidated or due or
         to become due) arising out of or related to facts, events,
         transactions, occurrences or actions or inactions arising on or prior
         to the Closing Date, other than: (i) liabilities and obligations set
         forth on face of the 2002 Accounts, (ii) liabilities and obligations
         incurred in the ordinary course of business consistent with past
         practice and custom (none of which is a liability resulting from,
         arising out of, relating to, in the nature of, or caused by any breach
         of contract, breach of warranty, tort, infringement, violation of law,
         environmental matter, claim or lawsuit) and (iii) other liabilities and
         obligations expressly disclosed (by both description and amount) on
         SCHEDULE 6.1.24.

         6.1.25  LONG-TERM LIABILITIES. The Companies are not subject to any
         long-term liabilities (i.e., liabilities with a term in excess of one
         year), except for the Indebtedness disclosed in SCHEDULE 6.1.25. The
         outstanding balances and general terms of all Indebtedness of the KCL
         Group are disclosed on SCHEDULE 6.1.25 hereto. For purposes of this
         Agreement, "INDEBTEDNESS" means, with duplication, (a) all obligations
         of any of the Companies for borrowed money (including, without
         limitation, any indebtedness of any kind owed by any of the Companies
         to any Seller or any Affiliates of any Seller (other than intercompany
         accounts among KCL and any of its wholly-owned subsidiaries or among
         such wholly-owned subsidiaries); (b) all capitalized lease obligations
         of any of the Companies; (c) all notes payable and extensions of credit
         of any of the Companies whether or not representing obligations for
         borrowed money; (d) any obligation of any of the Companies owed for all
         or any part of the deferred purchase price of property or services; (e)
         any unfunded employee welfare, benefit or pension liabilities of any of
         the Companies; (f) any obligations of any of the Companies to pay any
         additional compensation, severance, bonuses (including, without
         limitation, any retention or incentive bonuses) or other amounts as a
         result, in whole or in part, of the consummation of the transactions
         contemplated hereby, to any Person; and (g) all guarantees of any of
         the Companies in connection with any of the foregoing. Indebtedness of
         KCL at December 31, 2002 does not exceed EURO 1,636,362.43. None of the
         Companies is subject to any Indebtedness owed or owing to any Seller or
         any Affiliate of any Seller. KCL does not owe any Indebtedness to any
         non-wholly-owned KCL Subsidiary.

         6.1.26  CUSTOMER AND SUPPLIER SATISFACTION. No material supplier of the
         KCL Group has indicated that it may or shall stop, or decrease the rate
         of, supplying materials, products or services to any member of the KCL
         Group, and, to the Best Knowledge of Sellers, there is no fact,
         condition, situation or set of circumstances which could cause any such
         supplier to do any of the foregoing in the next two years. No material
         customer of the KCL Group has, as a consequence of dissatisfaction with
         the KCL products and/or services, indicated that it may or shall stop,
         or decrease the rate of, buying materials, products or services from
         any member of the KCL Group, and, to the Best Knowledge of Sellers,
         there is no fact, condition, situation or set of

                                       27
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         circumstances which could cause any such customer to do any of the
         foregoing in the next two years.

6.2      All Schedules referred to in this SECTION 6.1 are collectively referred
         to as "DISCLOSURE SCHEDULES".

6.3      For the purpose of this Agreement, "BEST KNOWLEDGE" of Sellers shall
         mean the actual knowledge of Sellers (which shall include the actual
         knowledge and awareness, after due inquiry, of the Advisory Board
         members of KCL and the Managing Director of KCL, Mr. Laitsch) in
         relation to the warranties of Sellers contained in this Agreement after
         using due inquiry that a reasonably prudent business person would use
         in similar circumstances.

6.4      Purchaser agrees to accept the KCL Shares and the Business without
         reliance upon any express or implied representations or warranties of
         any nature made by or on behalf of or imputed to Sellers, except for
         representations and warranties set forth in this Agreement.

         Purchaser acknowledges that Sellers make particularly no representation
         or warranty with respect to:

         6.4.1   any projections, estimates or budgets delivered to or made
         available to Purchaser of future revenues, future results of operations
         (or any component thereof), future cash flows including but not limited
         to (a) cash flows arising out of the results of any litigation or
         similar dispute or (b) future financial condition (or any component
         thereof) or the future business and operations of the Business;

         6.4.2   any other information or documents made available to Purchaser
         or its counsel, accountants or advisors with respect to the Business or
         its respective businesses or operations, except as set forth in this
         Agreement; or

         6.4.3   the results of any litigation or similar procedure, except as
         expressly set forth in this Agreement.

6.5      Section 442 of the German Civil Code (BGB) and Sections 377 and 378 of
         the German Commercial Code (HGB) do not apply directly nor by way of
         analogy nor by construction of this Agreement or the rights of
         Purchaser hereunder.

7.  WARRANTIES OF PURCHASER

         Purchaser warrants as an independent undertaking of warranty as of the
         Signing Date and the Closing Date that:

7.1      ENFORCEABILITY, NO CONFLICT. This Agreement constitutes the legal,
         valid and binding obligation of Purchaser, enforceable against
         Purchaser in accordance with its terms. Purchaser has the absolute and
         unrestricted right, power, authority, and capacity to execute and
         deliver this Agreement and to perform its obligations under this

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<Page>

         Agreement, which actions have been duly authorized and approved by all
         necessary corporate action of Purchaser. Except for the cartel
         clearances required pursuant to Section 5.2.1(b) above, Purchaser is
         not required to give any notice to any person or obtain any consent or
         authorization of any Governmental Authority in connection with the
         execution and delivery of this Agreement. Neither the execution and
         delivery of this Agreement nor the consummation or performance of any
         of the transactions contemplated hereby will directly or indirectly
         violate the certificate of incorporation or by-laws of Purchaser or any
         contract to which Purchaser is subject of or violate any applicable
         law, rule, regulation, judgment, injunction, order or decree.

7.2      LITIGATION. There is no action, suit, investigation or proceeding
         pending against, or to the knowledge of Purchaser, as of the date
         hereof, threatened against or affecting Purchaser before any court or
         arbitrator or governmental body, agency or official which in any manner
         challenge or seek to prevent, enjoin, alter or materially delay the
         transaction contemplated hereunder.

7.3      PURCHASE FOR INVESTMENT. Purchaser is acquiring the KCL Shares and the
         Business for investment for Purchaser's own account, not as a nominee
         or agent, and not with a present view to the resale or distribution of
         any part of the KCL Shares or the Business, and Purchaser has no
         present intention of selling, granting any participation in, or
         otherwise distributing the Business within one year from the Effective
         Date, except transferring all or part of the KCL Shares and all or part
         of the Business to affiliated enterprises of Purchaser in the meaning
         of Section 15 German Stock Corporation Act.

8.  REMEDIES

8.1      NATURE OF REMEDIES. In the event of any breach or non-fulfillment by
         Sellers of any of the warranties, covenants or agreements contained in
         this Agreement (without taking into account any disclosures made by any
         Seller pursuant to Section 9.2.4 hereof), Sellers shall be liable for
         putting Purchaser, or, at the election of Purchaser, the Companies into
         the same position that it or they would have been in if the warranties,
         covenants or agreement contained in this Agreement had been correct or
         had not been breached (NATURALRESTITUTION). Purchaser has the right to
         set Sellers a period of no less than 30 days for putting Purchaser, or,
         at the election of Sellers, the Companies into the same position that
         it or they would have been in if the warranties, covenants or agreement
         contained in this Agreement had been correct or had not been breached
         (NATURALRESTITUTION). After the expiry of this period Sellers shall pay
         damages to Purchaser or the Companies (as determined above) in
         accordance with Sections 249 ET SEQ. of German Civil Code (BGB) for all
         losses, damages, liabilities, claim actions, deficiencies, costs,
         out-of-pocket expenses (including reasonable attorneys' fees or travel
         expenses) or Taxes suffered, sustained or incurred by Purchaser
         (collective, "LOSSES") as a result of or in connection with such breach
         or non-fulfillment. The right of third parties to make claims against
         the Sellers in accordance with generally applicable principles of
         German law of damages (DRITTSCHADENSLIQUIDATION; VERTRAG MIT
         SCHUTZWIRKUNG ZUGUNSTEN DRITTER), if any, remain unaffected. Sellers
         shall in no event be liable for any consequential damages

                                       29
<Page>

         (FOLGESCHADEN), lost profits (ENTGANGENER GEWINN), damages incidental
         (ANLA(BETA)LICH) to any breach or non-fulfillment of the warranties,
         covenants or agreements or any internal costs and expenses incurred by
         the Companies or Purchaser.

8.2      PROCEDURE. In the event of any breach or non-fulfillment by Sellers of
         any of the warranties, covenants or agreements contained in this
         Agreement, Purchaser will give Sellers notice of such breach or
         non-fulfillment, with such notice stating the nature thereof and the
         amount involved, to the extent that such amount has been determined at
         the time when such notice is given, promptly after discovery of such
         breach or non-fulfillment (herein "PURCHASER CLAIM"); provided that the
         failure to so notify the Sellers shall not relieve Sellers of their
         obligations hereunder, except to the extent that such failure shall
         have actually materially prejudiced the Sellers. Without prejudice to
         the validity of the Purchaser Claim or alleged claim in question, in
         connection with any investigation by Sellers and their accountants and
         their professional advisors with respect to any such Purchaser Claim,
         Purchaser shall cause its commercially reasonable efforts to cause the
         Companies to make available, at Sellers' cost and expense, those
         non-attorney-client-privileged portions of the books and records of the
         Companies relevant to such Purchaser Claim, subject to Sellers' and its
         accountants and advisors' agreement to comply with customary
         confidentiality restrictions. All other requests for information and
         access to the Companies' premises, personnel and documents shall be
         considered by Purchaser on a case-by-case basis; provided that
         Purchaser will not unreasonably withhold or delay such information and
         access.

8.3      ADJUSTMENTS. Sellers shall not be liable for, and Purchaser shall not
         be entitled to recover any Losses for any portion of any Purchaser
         Claim if and to the extent that:

         8.3.1   such matter has been expressly reserved for in the 2002
         Accounts (e.g. by way of a provision (RUCKSTELLUNG), or depreciation
         (ABSCHREIBUNG), or exceptional depreciation (AU(BETA)ERPLANMA(BETA)IGE
         ABSCHREIBUNG), or depreciation to reflect lower market values
         (ABSCHREIBUNG AUF DEN NIEDRIGEREN BEIZULEGENDEN WERT)), but only to the
         extent of such reserve as set forth on SCHEDULE 8.3.1 hereto, which
         specifically sets forth all reserves set forth on the 2002 Accounts and
         the amount reserved therefore;

         8.3.2   such portion is actually recovered from a third Person or under
         an insurance policy in force on the Effective Date (net of any increase
         in insurance premium or cost to such third party);

         8.3.3   the payment or settlement of any item giving rise to such
         portion results in a Tax benefit to the Companies or Purchaser which is
         realized within two years of the date that the Purchaser Claim is made
         (but only to the extent of such Tax benefit);

         8.3.4   such portion results from or is increased by the passing of, or
         any change in, after the Effective Date, any law, statute, ordinance,
         rule, regulation, or administrative practice of any government,
         governmental department, agency or regulatory body including (without
         prejudice to the generality of the foregoing) any increase in the rates
         of Taxes or any imposition of Taxes or any withdrawal or relief from
         Taxes not actually (or prospectively) in effect at the Effective Date;
         or

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         8.3.5   such portion results from a failure of Purchaser or the
         Companies to mitigate damages to the extent required by Section 254 of
         the German Civil Code.

8.4      This Agreement does not affect the general principles under German law
         of damages that Sellers shall not be liable for any Purchaser Claim if
         and to the extent Purchaser has caused (VERURSACHT ODER MITVERURSACHT)
         the emergence of the damage (Section 254 German Civil Code) and that,
         when calculating the amount of the liability of Sellers under this
         Agreement, all advantages in connection with the relevant matter shall
         be taken into account (Vorteilsausgleich).

8.5      MISCONDUCT. Claims based on deliberate misconduct (VORSATZLICHES
         HANDELN) are not limited by any of the provisions of this Agreement.

8.6      THIRD PARTY CLAIMS.

         8.6.1   If, after the Closing, the Companies or Purchaser are sued or
         threatened to be sued by a third party, including without limitation
         any Government Authorities, or if the Companies or Purchaser are
         subjected to any audit or examination by any Tax authority (herein
         "THIRD PARTY CLAIM"), which may give rise to a Purchaser Claim,
         Purchaser shall give Sellers prompt notice of such Third Party Claim;
         provided that the failure to so notify the Sellers shall not relieve
         Sellers of their obligations hereunder, unless, and only to the extent
         that, the failure to notify has materially negatively prejudiced the
         defense against the Third Party Claim. Subject to the satisfaction of
         the conditions set forth below, the Sellers shall have the right to
         assume and control the defense of such Third Party Claim or the
         litigation resulting therefrom by delivering written notice of such
         election to the Purchaser within thirty (30) days of receiving Notice
         of such Third Party Claim.

         8.6.2   If Sellers elect to assume the defense of such Third Party
         Claim or litigation resulting therefrom, they must first enter into an
         agreement with Purchaser (in form and substance reasonably satisfactory
         to Purchaser) pursuant to which Sellers agree, jointly and severally,
         to be, subject to the limitations of claims contained in Section 9.5,
         fully responsible to Purchaser for all Losses relating to such Third
         Party Claim. Notwithstanding the foregoing, Sellers shall not have the
         right to assume control of, or continue to control, such defense if the
         Third Party Claim (1) involves criminal or quasi-criminal allegations,
         (2) involves a claim with regard to which Purchaser believes in good
         faith Sellers failed or are failing to vigorously prosecute or defend,
         (3) involves potential Losses in excess of the amount equal to (a) the
         amount by which the Liability Cap exceeds the aggregate amount of
         Losses Purchaser has recovered from Sellers prior to such time
         (together with all Losses Purchaser is then seeking to recover from
         Sellers) MULTIPLIED BY (b) 1.5 or (4) involves a claim for non-monetary
         relief.

         8.6.3   In addition, Sellers shall not, in the defense of such claim or
         any litigation resulting therefrom, consent to entry of any judgment
         (other than a judgment of dismissal on the merits without costs) or
         enter into any settlement (except with the

                                       31
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         written consent of Purchaser not to be unreasonably withheld) which
         does not include as an unconditional term thereof the giving by
         claimant or plaintiff to Purchaser of a release from all liability in
         respect of such claim or litigation. Notwithstanding anything in this
         Section 8.6 to the contrary, Purchaser may, with counsel of its choice
         and at its expense, participate in the defense of any such claim or
         litigation to the extent such defense is assumed by Sellers.

         8.6.4   If Sellers shall not assume the defense of any such claim by a
         third party or litigation resulting therefrom after receipt of notice
         from Purchaser or if Sellers are precluded from assuming any such
         defense by pursuant to the provisions of Section 8.6.2 hereof,
         Purchaser may defend against such claim or litigation in such manner as
         it reasonably deems appropriate and it may settle such claim or
         litigation on such terms as it may deem appropriate. Any such action by
         Purchaser shall not in any manner relieve Sellers of their obligations
         under this Section 8 (including, without limitation, reimbursement for
         the amount of any judgment or settlement rendered or entered into with
         respect to any such Third Party Claim and for all damages incurred by
         Purchaser in connection with the defense against or settlement of any
         such Third Party Claim if and to the extent the Third Party Claim gives
         rise to a Purchaser Claim).

8.7      PAYMENT. All payments owed by Sellers to Purchaser under this Agreement
         shall be paid by Sellers by wire transfer to the account number
         11003649, kept with Sparkasse Fulda Bank, SWIFT Code HELADEFF, BIC Code
         HELADEF1FDS (BANKLEITZAHL 530 501 80) (herein "PURCHASER'S ACCOUNT") or
         such other account as may be designated by Purchaser in writing to
         Sellers within five (5) Banking Days after all or any portion of the
         Purchaser Claim has been determined or agreed to be due and owing.

8.8      OFFSET. Any Losses which Purchaser suffers, sustains or becomes subject
         to and with respect to which Purchaser is entitled to claim damages
         from any of the Sellers under this Agreement may, in the sole
         discretion of Purchaser, be satisfied (to the extent of such offset) by
         setting off all or any portion of such Losses against any amounts which
         Purchaser owes to any Seller at such time.

9.  INTERIM MANAGEMENT/OTHER AGREEMENTS

9.1      INTERIM MANAGEMENT. From the Signing Date until the Closing Date,
         Sellers shall cause the Companies to conduct their businesses in the
         ordinary course of business consistent with past practice and custom
         and shall cause the Companies to use their reasonable best efforts to
         preserve their ongoing business organizations and relationships with
         third parties.

         Without limiting the generality of the foregoing, for the period
         between the Signing Date and the Closing Date, Sellers shall ensure
         that the Companies will not without the consent of Purchaser:

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                 (i)    adopt or propose any change in their organizational
                        documents or bylaws;

                 (ii)   merge or consolidate with any other person or acquire a
                        material amount of assets from any other person or to
                        split any Company;

                 (iii)  sell or otherwise dispose of any material assets or
                        property except pursuant to existing contracts or
                        commitments or otherwise in the ordinary course of
                        business consistent with past practice;

                 (iv)   permit any of its material assets to be subjected to any
                        mortgage, pledge, lien, security interest, Encumbrance,
                        restriction, or charge of any kind, except for those
                        arising by court order or by operation of law or those
                        already existing as at the Signing Date;

                 (v)    grant any increase in wages, salaries, bonus or other
                        remuneration of any senior managing officer;

                 (vi)   enter into any material Contract or other transaction
                        relating to the Business or materially modify, amend,
                        cancel or terminate any Material Agreement;

                 (vii)  take any action which, or omit to take any action the
                        omission of which, would require disclosure under
                        Section 6.1.16;

                 (viii) reduce the KCL Group's existing insurance coverage; or

                 (ix)   agree, whether or not in writing, to do any of the
                        foregoing.

         In case of breaches of the Interim Management obligations of Sellers as
         set forth in this Section 9.1, Section 8 shall apply MUTATIS MUTANDI.

9.2      AFFIRMATIVE COVENANTS OF SELLERS. Between the date hereof and the
         Closing Date, except as otherwise expressly provided in this Agreement,
         Sellers will cause the Companies to:

         9.2.1   conduct its business and operations only in the usual and
         ordinary course of business in accordance with past custom and
         practice, including, without limitation, with respect to maintenance of
         working capital levels, collection of accounts receivable, payment of
         employee compensation, payment of accounts payable and cash management
         practices generally;

         9.2.2   keep in full force and effect its corporate existence;

         9.2.3   permit Purchaser and its employees, agents, financing sources,
         environmental consultants and accounting and legal representatives to
         have access, upon reasonable notice, to its books, records, key
         personnel, independent accountants, legal counsel,

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         property, facilities, equipment and lenders with respect to the
         Business or the operations of the Companies (it being understood that
         any access to information relating to customers or suppliers shall only
         be permitted if Purchaser has proven to Sellers by submittal of
         supporting documents that the condition of Closing in Section 5.2.1(f)
         is met or, alternatively, if Purchaser has waived this condition of
         Closing versus Sellers in writing); subject to compliance with
         applicable merger control laws;

         9.2.4   use commercially reasonable efforts to keep the Companies'
         business organization and material properties intact, including its
         present business operations and physical facilities and the Companies'
         present relationships with material lessors, licensors, suppliers,
         distributors and customers and others having material business
         relations with the Companies;

         9.2.5   promptly inform Purchaser in writing of any variances from the
         representations and warranties contained in this Agreement or any
         breach of any covenant hereunder by any Seller; and

         9.2.6   cooperate with Purchaser and use commercially reasonable
         efforts to cause the conditions to Purchaser's obligation to close to
         be satisfied (including, without limitation, the execution and delivery
         of all agreements contemplated hereunder to be so executed and
         delivered).

9.3      AFFIRMATIVE COVENANTS OF PURCHASER. Between the date hereof and the
         Closing Date, except as otherwise expressly provided in this Agreement,
         Purchaser will:

         9.3.1   promptly inform Sellers in writing of any variances from the
         representations and warranties contained in this Agreement or any
         breach of any covenant hereunder by Purchaser of which Purchaser
         becomes aware; and

         9.3.2   cooperate with Sellers and use its commercially reasonable
         efforts to cause the conditions to Sellers obligation to close to be
         satisfied (including, without limitation, the execution and delivery of
         all agreements contemplated hereunder to be so executed and delivered).

9.4      EXCLUSIVITY. From and after the date hereof until the first to occur of
         (i) the Closing or (ii) the termination of this Agreement pursuant to
         Section 5.6, each of the Sellers agrees, on behalf of itself and each
         of the Companies, that neither they nor any of their respective
         directors, officers, employees, equityholders, agents or
         representatives will discuss or pursue a possible sale,
         recapitalization or other disposition of any of the Companies or the
         Business, any securities or assets of the Companies or the Business
         (other than the sale of goods or product in the ordinary course of
         business) or any interest therein with any other Person or provide any
         information to any other Person in connection therewith. Each of the
         Sellers represents that, from and after the date hereof, neither it nor
         any of the Companies will, by pursuing the transactions contemplated
         hereby, violate the terms of any other contract or obligation to which
         it or any such Company is subject, and will promptly (but in any event
         within one Banking Day) inform Purchaser of and provide Purchaser with
         information regarding

                                       34
<Page>

         any other offers or expressions of interest for the KCL Group or any
         portion thereof. Each of the Sellers shall immediately cease and cause
         the Companies and their respective directors, officers, employees,
         equityholders, agents and representatives to immediately cease any and
         all existing activities, discussions or negotiations with any Persons
         (other than Purchaser or any of its representatives) conducted
         heretofore with respect to any sale, recapitalization or other
         disposition of the Companies or any interest therein, and shall use
         best efforts to cause any such Persons in possession of confidential
         information about the Companies that was furnished by or on behalf of
         the Sellers or any of the Companies to return or destroy all such
         information in the possession of any such Person.

9.5      LIMITATION OF CLAIMS

         9.5.1  All claims of Purchaser for breach of warranties arising under
         this Agreement or covenants which by their terms require performance
         prior to the Closing Date shall be time-barred (VERJAHREN) unless
         written notice of such claim is delivered to the Sellers according to
         Section 8.2 (i) within 18 months after the Closing Date. The 18 months'
         period provided for above does not apply to:

                  - all claims of Purchaser for Tax-related Losses, which shall
                  be time-barred for each Tax upon expiration of the applicable
                  statute of limitation;

                  - all claims of Purchaser in respect of Losses arising from a
                  breach of Section 6.1.22 (Environmental Matters) which shall
                  be time-barred on the 5th anniversary of the Effective Date;

                  - all claims of Purchaser in respect of Losses arising from a
                  breach of Sections 6.1.1, 6.1.2 and 6.1.3 which shall be
                  time-barred on the 8th anniversary of the Effective Date;

                  - all claims for breach of covenants that require performance
                  after the Closing Date which shall be time-barred on the 5th
                  anniversary of the Effective Date.

         9.5.2  The Parties hereto agree that so long as such written notice is
         given on or prior to the applicable survival date, such warranties
         shall continue to survive until such matter is resolved and the
         limitation period shall accordingly be tolled (GEHEMMT) provided,
         however, that Purchaser commences judicial proceedings within 60 days
         after the expiry of the relevant period set forth in Section 9.5.1
         above.

         9.5.3  With respect to any claim for breaches of warranties under this
         Agreement, Sellers will not have any obligation to pay damages to
         Purchaser with regard to any Losses by reason of any such claim until
         the Purchaser has suffered Losses by reason of all such claims in
         excess of EURO 225,000.00 (in words: Euro two-hundred twenty-five
         thousand), which amount shall be fully recoverable by the Purchaser to
         the extent such Losses exceed such amount. Sellers will not be liable
         to Purchaser for any Losses resulting from any breach of any warranties
         of Sellers under this Agreement in an

                                       35
<Page>

         aggregate amount in excess of EURO 4,000,000.00 (herein "LIABILITY
         CAP"). The total liability of Sellers under this Agreement with respect
         to Losses arising from a breach of any warranty made specifically with
         respect to any KCL Subsidiary and/or Significant Company shall not
         exceed EURO 1,000,000.00. The limitations on indemnification recovery
         under this Section 9.5.3, however, do not apply to any claims based on
         the warranties given by Sellers with respect to any of the Companies
         under Sections 6.1.1, 6.1.2, 6.1.3 and 6.1.11.

         9.5.4   The Parties are in agreement that the remedies and claims which
         any Party may have for breach of obligations set forth in or in
         connection with this Agreement, are solely governed by this Agreement,
         and that the remedies provided for by this Agreement shall be the
         exclusive remedies available to the Parties. Apart from the rights of
         the Parties under this Agreement, (i) any right of Parties to withdraw
         from (RUCKTRITT) this Agreement or to require the winding up of the
         transaction contemplated hereunder, or to reduce the consideration to
         be paid (MINDERUNG), (ii) any claims for breach of pre-contractual
         obligations or ancillary obligations (SCHADENERSATZ WEGEN
         PFLICHTVERLETZUNG), and (iii) any other claims and remedies for
         Purchaser or Sellers under German law (except claims for willful
         deceit) (ARGLISTIGE TAUSCHUNG) are hereby expressly excluded and waived
         by the Parties.

         9.5.5   The Parties are fully aware of the discussion amongst German
         legal scholars caused by the enactment of Section 444 of the German
         Civil Code (BURGERLICHES GESETZBUCH; BGB) as amended with effect from
         January 1, 2002 focusing on the question whether the usual practice in
         share purchase and transfer agreements of the seller giving certain
         guarantees to the purchaser within certain limitations clearly defined
         in the agreement may be rendered impossible by Section 444 BGB (as
         amended) declaring any such limitations unenforceable. In that respect
         the Parties, having given this issue due consideration and having
         received legal advice from their respective legal advisors, wish to
         state the following: It is the common conviction of the Parties that
         the provisions of Section 444 BGB (as amended) do not apply to
         independent undertakings of warranty (as provided under Sections 6 and
         7 and as opposed to guarantees regarding qualities or characteristics
         of the good purchased (BESCHAFFENHEITSGARANTIEN)). In light of this,
         the Parties wish to confirm to one another that (i) the warranties set
         forth in this Agreement with the contents described in more detail in
         Sections 6 and 7 neither constitute any guarantees regarding qualities
         or characteristics (BESCHAFFENHEITSGARANTIEN) within the meaning of
         Sections 443, 444 BGB nor covenants regarding qualities or
         characteristics (BESCHAFFENHEITSVEREINBARUNGEN) within the meaning of
         Section 434 para. 1 sentence 1 BGB, and (ii) the provisions contained
         in Sections 6, 7 and this Section 9.5 do not, and are not intended to,
         represent any exclusions (AUSSCHLUSSE) or limitations (BESCHRANKUNGEN)
         within the meaning of Section 444 BGB (as amended); rather the
         provisions contained in Sections 6, 7 and this Section 9.5 form an
         integral part of the warranties and, consequently, determine and
         constitute the contents (INHALT) of the independent undertakings of
         warranty set forth in this Agreement. For these reasons, the Parties
         conclude that Section 444 BGB (as amended) does not apply to the
         independent undertakings of warranty set forth in Sections 6, 7 and
         this Section 9.5,

                                       36
<Page>

         even to the extent any of the warranties relate to qualities or
         characteristics (BESCHAFFENHEIT) of the object of the sale contemplated
         by this Agreement. The Parties acknowledge that the interpretation
         contained in this Section 9.5 and the conclusions set out above are
         irrevocable and binding on them and any court of arbitration, state
         court, authority or any other natural or legal person whatsoever.
         Purchaser acknowledges that Sellers have only agreed to give the
         warranties in this Agreement on the contractual basis
         (GESCHAFTSGRUNDLAGE) of Section 444 BGB not being applicable to any
         such warranty, and Purchaser hereby confirms and subscribes to such
         understanding.

         9.5.6   TAX MATTERS. The KCL Group shall pay all Taxes with respect to
         any period ending on or prior to the Closing Date (it being understood
         and agreed that Sellers shall be responsible for causing the KCL Group
         to pay all such Taxes with respect to any period ending on or prior to
         the Effective Date and, post-Closing, Purchaser shall be responsible
         for causing the KCL Group to pay all such Taxes with respect to periods
         beginning after the Effective Date). Each of the Parties hereto shall
         cooperate fully, as and to the extent reasonably requested by another
         Party, in connection with the filing of Tax Returns pursuant to this
         Section 9.5.6 and any audit, litigation or other proceeding with
         respect to Taxes. Such cooperation shall include signing any Tax
         Return, amended Tax Returns, claims or other documents necessary to
         settle any Tax controversy, the retention and (upon another Party's
         request) the provision of records and information which are reasonably
         relevant to any such audit, litigation or other proceeding and making
         employees available on a mutually convenient basis to provide
         additional information and explanation of any material provided
         hereunder. Without the prior written consent (which shall not be
         unreasonably withheld or delayed) of Purchaser, neither Seller shall
         make or change any election, change an annual accounting period, file
         any amended Tax Return, enter into any closing agreement, settle any
         Tax claim or assessment relating to KCL Group, surrender any right to
         claim a refund of Taxes, or take any other similar action, or omit to
         take any action relating to the filing of any Tax Return or the payment
         of any Tax, if such action or omission would have the effect of
         increasing the Tax liability of the KCL Group, Purchaser or any
         Affiliate of Purchaser, with respect to any pre-Closing or post-Closing
         Tax period.

9.6      WAIVER, RELEASE AND DISCHARGE. Effective upon the Closing, each Seller
         (on behalf of itself and each of its Affiliates) hereby irrevocably
         waives, releases and discharges each of the Companies from any and all
         liabilities and obligations to such Seller or any of such Seller's
         Affiliates of any kind or nature whatsoever, whether in its capacity as
         Seller hereunder, as a shareholder of KCL or otherwise (including,
         without limitation, in respect of rights of contribution or
         indemnification), in each case whether absolute or contingent,
         liquidated or unliquidated, known or unknown, and whether arising
         hereunder or under any other agreement or understanding or otherwise,
         and neither Seller nor any of their respective Affiliates shall seek to
         recover any amounts in connection therewith or thereunder from any of
         the Companies. Each Seller (on behalf of itself and each of its
         Affiliates) hereby acknowledges that it and its Affiliates will have no
         claims or rights to contribution or indemnity from any of the

                                       37
<Page>

         Companies with respect to any amounts paid by any of them pursuant to
         this Agreement.

9.7      CLOSING DATE INDEBTEDNESS AND CLOSING DATE NET WORKING CAPITAL. Sellers
         covenant and agree that they will deliver KCL to Purchaser on the
         Closing Date with an aggregate amount of Indebtedness (as defined in
         Section 6.1.25) of not more than EURO 1,736,362.43 (in words: one
         million seven hundred thirty-six thousand three hundred sixty-two and
         forty-three one hundredths). Sellers further covenant and agree that
         they will deliver KCL to Purchaser on the Closing Date with Adjusted
         Net Working Capital of not less than EURO 3,678,000.00 (in words: three
         million six hundred seventy-eight thousand). "ADJUSTED NET WORKING
         CAPITAL" means (i) the current assets (including Cash but excluding any
         goodwill or other intangible assets) of KCL, minus (ii) the sum of (a)
         the current liabilities of KCL and (b) the Indebtedness of KCL, in each
         case as of the close of business on the Closing Date and as determined
         in accordance with generally accepted German accounting principles,
         consistently applied, with the principles of continuity in accounting
         policies and in evaluation principles as well as on the basis of past
         practice with regard to the making of provisions. "CASH" means cash on
         hand, deposits held without limitation or restriction by financial
         institutions and short-term, highly liquid investments that are
         immediately convertible into cash without loss or cost, net of any bank
         overdrafts or similar items. For purposes of compliance with this
         Section 9.7, Cash spent for fixed asset investments as part of
         KCL's capital expenditures budget 2003 up to a maximum of EURO
         500,000.00 in the aggregate shall also be accounted for as Cash.
         SCHEDULE 9.7 sets forth a model calculation of Adjusted Net Working
         Capital for the year-ended December 31, 2002. In the event of any
         inconsistency between Schedule 9.7 and this Section 9.7, the principles
         laid down in this Agreement shall prevail. Any payment made by Sellers
         as a consequence of a breach of Sentence 1 of this Section 9.7, as the
         case may be, shall reduce the amount of Indebtedness for purposes of
         calculating the Adjusted Net Working Capital in terms of this Section
         9.7.

10. ANNOUNCEMENT/CONFIDENTIALITY AND CO-OPERATION

10.1     ANNOUNCEMENT. Each of the Parties undertakes that prior to the Closing
         Date it will not make an announcement in connection with this Agreement
         unless required by applicable law and unless the other Party hereto has
         given its consent to such announcement, including the form of such
         announcement, which consent may not be unreasonably withheld and may be
         subject to conditions. If and to the extent any announcement or
         disclosure of information regarding the subject matter of this
         Agreement is to be made under applicable laws the Party being concerned
         shall not disclose any such information without prior consultation with
         the other Party. After the Closing Date, Sellers and Purchaser shall
         make an announcement of the transaction contemplated herein, the
         wording of which shall be agreed amongst the Parties beforehand.
         Notwithstanding anything to the contrary set forth in this Section
         10.1, Sellers and Purchaser shall keep confidential the terms of this
         Agreement unless the respective Party is obligated to disclose any
         details hereof under applicable law. In such event the disclosing Party
         shall inform the other Parties thereof without undue

                                       38
<Page>

         delay and in such case, the provisions of the last sentence of Section
         10.2 shall apply, mutatis mutandis, to this Section 10.1.

10.2     CONFIDENTIALITY. After the Closing, each Seller shall, and shall cause
         each of its Affiliates to, continue to maintain the confidentiality of
         all information, documents and materials relating to the Business, the
         KCL Group or Purchaser, including all such materials which remain in
         the possession of Seller after the Closing, except to the extent
         disclosure of any such information is required in the opinion of such
         Seller's outside counsel by law or authorized by Purchaser or
         reasonably occurs in connection with disputes over the terms of this
         Agreement. After the Closing, Purchaser shall, and shall cause the KCL
         Group to, maintain the confidentiality of all information, documents
         and materials relating to the Sellers (other than that relating to the
         KCL Group or any relationship between the KCL Group and any of their
         shareholders) which Purchaser has obtained in connection with this
         Agreement and with the transactions contemplated herein, except to the
         extent disclosure of any such information is required by law in the
         opinion of Purchaser's outside counsel or authorized by any such
         Seller, as the case may be, or reasonably occurs in connection with
         disputes over the terms of this Agreement. In the event that any Party
         reasonably believes after consultation with counsel that it is required
         by law to disclose any confidential information described in this
         Section 10.2 the disclosing Party will (a) provide the other Parties
         with prompt notice before such disclosure in order that any Party may
         attempt to obtain a protective order or other assurance that
         confidential treatment will be accorded such confidential information
         and (b) cooperate with the other party in attempting to obtain such
         order or assurance.

10.3     COOPERATION. Upon and after the Signing Date, the Parties shall use all
         reasonable endeavors to execute and deliver or procure to be done,
         executed and delivered all such further acts, deeds, documents,
         instruments of conveyance, assignment and transfer and things as may be
         reasonably necessary to implement the transfer of the KCL Shares to
         Purchaser and to put control of the Companies in the hands of Purchaser
         in accordance with the terms and conditions set forth in this
         Agreement.

11. NON-COMPETE/NON-SOLICITATION

11.1     Each of the Sellers undertakes (on behalf of itself and each of its
         Affiliates (collectively, "RESTRICTED PERSONS")), for the benefit of
         Purchaser and for a duration of three (3) years from the Closing Date,
         not to compete anywhere in the world directly or indirectly for itself
         or any other Person against the KCL Group by the development,
         manufacture, marketing or sale of protective gloves, nor to directly or
         indirectly acquire or maintain an interest in any business which is in
         competition with any of the existing business operations of the KCL
         Group. This non-compete undertaking also encompasses the rendering of
         advisory or management services to any enterprise competitive with the
         Business of the Companies.

11.2     Each of the Sellers undertake to cause each Restricted Person not to
         solicit or endeavour to entice away any current or future employee or
         senior executive (LEITENDER ANGESTELLTER) of the KCL Group (or any
         person who was an employee of the

                                       39
<Page>

         KCL Group at any time during the six-month period immediately preceding
         the Closing Date) for a period of three (3) years from the Closing
         Date.

11.3     If, at the time of enforcement of this Section 11, a court shall hold
         that the duration, scope, geographic area or other restrictions stated
         herein are unreasonable under circumstances then existing, the Parties
         agree that the maximum duration, scope, geographic area or other
         restrictions deemed reasonable under such circumstances by such court
         shall be substituted for the stated duration, scope, geographic area or
         other restrictions.

11.4     Each Seller recognizes and affirms that in the event of breach of any
         of the provisions of this Section 11 by any Restricted Person, money
         damages would not in any case be adequate and Purchaser and the KCL
         Group would not have an adequate remedy at law. Accordingly, each
         Seller agrees (on behalf of itself and each of the other Restricted
         Persons) that each of Purchaser and any member of the KCL Group shall
         have the right, in addition to any other rights and remedies existing
         in their favor, to enforce their rights and the Restricted Persons'
         obligations under this Section 11 not only by an action or actions for
         damages, but also by an action or actions for specific performance
         and/or injunctive relief in order to enforce or prevent any violations
         (whether anticipatory, continuing or future) of the provisions of this
         Section 11 (including, without limitation, the extension of the three
         (3) year non-compete and non-solicitation period by a period equal to
         (i) the length of the violation of this Section 11 plus (ii) the length
         of any court proceedings necessary to stop such violation). In the
         event of a breach or violation by any Seller or any other Restricted
         Person of any of the provisions of this Section 11, the running of such
         Non-Competition Period (but not of the Restricted Persons' obligations
         under this Section 11) shall be tolled with respect to each Restricted
         Person during the continuance of any actual breach or violation.

12. NOTICES

         All notices and other communications to be given or delivered to any
         Party under or by reason of the provisions of this Agreement will be in
         writing and will be deemed to have been given when personally
         delivered, sent by reputable overnight courier or transmitted by
         facsimile or telecopy, to the addresses and/or telecopy number
         indicated below (unless another address is so specified in writing):

         If to Sellers:

         1.      Wilhelm Kachele GmbH
                 Jahnstra(beta)e 9
                 D-73235 Weilheim/Teck
                 for the attention of Mr. Bruno Kachele

         and

                                       40
<Page>

         2.      TREUCO Treuhand Gesellschaft
                 Claridenstra(beta)e 25
                 post-office box 562
                 CH-8027 Zurich
                 for the attention of Dr. Marcel Studer


         with copies to:

         Holters & Elsing
         Freiherr-vom-Stein-Str. 24-26
         60323 Frankfurt am Main, Germany
         Fax: +49 69 - 71 58 85 88


         If to Purchaser:


         c/o Norcross Safety Products L.L.C.
         2211 York Road, Suite 215
         Oak Brook, IL 60523
         Attn:  Robert A. Peterson


         with a copy to:

         Kirkland & Ellis
         200 E. Randolph Dr.
         Chicago, IL 60601
         Attn:  William S. Kirsch, P.C.
                Jeffrey Seifman


13. MISCELLANEOUS

13.1     EXPENSES; FEES. All expenses, costs, fees and charges in connection
         with the transactions contemplated under this Agreement including
         without limitation, legal services, shall be borne by the Party
         commissioning the respective costs, fees and charges. Except as set
         forth below, each of Purchaser, on the one-hand, and the Sellers on the
         other hand, shall be responsible for, as and when due of all transfer,
         documentary, sales, use, stamp, notary, registration, conveyance, or
         similar transfer Taxes arising out of the sale of the KCL Shares or
         otherwise incurred in connection with this Agreement or the
         consummation of the transactions contemplated hereby excluding land
         transfer Taxes and all official fees charged by the cartel authorities
         in connection with the merger clearances required under this Agreement)
         and all charges

                                       41
<Page>

         for or in connection with the recording of any document or instrument
         contemplated hereby. Notwithstanding anything to the contrary set forth
         herein, Purchaser shall be fully responsible for 100% of all land
         transfer Taxes and related fees and costs arising in connection with or
         as a result of the transactions contemplated hereby and for 100% of all
         official fees charged by the cartel authorities in connection with the
         merger clearances required under this Agreement.

13.2     ENTIRE AGREEMENT. All Schedules (including, in particular, the
         Disclosure Schedules) to this Agreement constitute an integral part of
         this Agreement. This Agreement and the Schedules referred to under this
         Section 13.2 above comprise the entire agreement between the Parties
         concerning the subject matter hereof and supersede and replace all oral
         and written declarations of intention made by the Parties in connection
         with the contractual negotiations.

13.3     AMENDMENT AND WAIVER. Changes or amendments to this Agreement
         (including this Section 13.3) must be made in writing by the Parties or
         in any other more restrictive legally required form, if so required. No
         waiver of any provisions of this Agreement shall be deemed or shall
         constitute a waiver of any other provisions, whether or not similar,
         nor shall any waiver constitute a continuing waiver.

13.4     ASSIGNMENT. No Party shall be entitled to assign any rights, claims or
         obligations under this Agreement without the written consent of the
         other Parties; provided that Purchaser shall be entitled to assign any
         of its rights, claims and/or obligations under this Agreement to its
         lenders as collateral security, to any Affiliate or to any purchaser of
         all or any portion of Purchaser or its Affiliates.

13.5     INTEREST. Interest payable under any provision of this Agreement shall
         be calculated on the basis of actual days elapsed divided by 360.

13.6     BANKING DAYS. "BANKING DAYS" (BANKARBEITSTAGE) (excluding, for the
         avoidance of doubt, Saturdays) shall be those prevailing in Frankfurt
         am Main and Chicago, Illinois.

13.7     BENEFICIARIES. This Agreement shall not grant any rights to, and is not
         intended to operate for, the benefit of third parties unless otherwise
         explicitly provided for herein.

13.8     HEADINGS. In this Agreement, the headings are inserted for convenience
         only and shall not affect the interpretation of this Agreement. Where a
         German term has been inserted in quotation marks and/or italics, it
         alone (and not the English term to which it relates) shall be
         authoritative for the purpose of the interpretation of the relevant
         term in this Agreement.

13.9     SET-OFF. No Party, except as provided otherwise herein, shall be
         entitled (i) to set-off (AUFRECHNEN) any rights and claims it may have
         against any rights or claims any other Party may have under this
         Agreement or (ii) to refuse to perform any obligation it may have under
         this Agreement on the grounds that it has a right of retention
         (ZURUCKBEHALTUNGSRECHT) unless the rights or claims of the relevant
         Party claiming a

                                       42
<Page>

         right of set-off (AUFRECHNUNG) or retention (ZURUCKBEHALTUNG) have been
         acknowledged (ANERKANNT) in writing by the relevant other Party/Parties
         or have been confirmed by final decision of a competent court (GERICHT)
         or arbitration court (SCHIEDSGERICHT).

13.10    CURRENCY CONVERSION. Except as set forth otherwise in this Agreement,
         any currency conversions shall be determined on the basis of the
         exchange rates prevailing on the day on which the respective payments
         become due and payable as published in the FRANKFURTER ALLGEMEINE
         ZEITUNG under the "Cross Rates" section on such date, or, absent any
         quotes on such date, the closest date thereafter, unless stated
         otherwise in this Agreement.

13.11    GOVERNING LAW. This Agreement shall be governed by and be construed in
         accordance with German substantive law (DEUTSCHES MATERIELLES RECHT).

13.12    ARBITRATION. All disputes arising in connection with this Agreement
         shall be finally settled according to the Arbitration Rules of the
         German Institution of Arbitration e. V. (DIS) without recourse to the
         ordinary courts of law. The place of arbitration shall be
         Frankfurt/Germany. If the amount in dispute does not exceed EURO
         750,000 which shall be exclusively determined by DIS, the arbitral
         court shall consist of one arbitrator who must be qualified to act as
         judge in Germany (BEFAHIGUNG ZUM RICHTERAMT). If the amount of a
         complaint is increased by the respective plaintiff, thereby exceeding
         an amount in dispute of EURO 750,000, or if the defendant raises
         counter-claims by way of set-off or counter-suit, thereby exceeding an
         amount in dispute of EURO 750,000 before the first oral hearing in
         front of the single arbitrator took place, the arbitration court shall
         consist of three (3) arbitrators and the single arbitrator appointed
         shall serve as chairman. In all other cases the abitral court shall
         consist of three (3) arbitrators of which the chairman must be
         qualified to act as judge in Germany (BEFAHIGUNG ZUM RICHTERAMT). Each
         party shall nominate one arbitrator. The third arbitrator, who will act
         as chairman of the arbitral court, shall be appointed by the parties
         within three weeks after the appointment of the last of the two
         arbitrators appointed by the parties. After expiry of this period
         without a chairman having been jointly appointed by the parties, the
         two arbitrators appointed by the parties shall appoint a chairman
         within further three weeks. In case this does not happen, each party is
         authorized to apply to the DIS to appoint the chairman. The arbitration
         language shall be English.

13.13    SEVERABILITY. In the event that one or more provisions of this
         Agreement shall, or shall be deemed to, be invalid or unenforceable,
         the validity and enforceability of the other provisions of this
         Agreement shall not be effected thereby. In such case, the Parties
         hereto agree to recognize and give effect to such valid and enforceable
         provision or provisions which correspond as closely as possible with
         the commercial intent of the Parties. The same shall apply in the event
         that the Agreement contains any gaps (VERTRAGSLUCKEN).

                                       43
<Page>

                              14. LIST OF SCHEDULES

<Table>
<S>                    <C>                                       <C>
Schedule 1.3           Foreign KCL Subsidiaries                  Reference Deed
Schedule 1.4           Present Corporate Structure of the KCL    Reference Deed
                       Group
Schedule 2.4           Shareholders' Resolution
Schedule 3.3           Family of Gloves                          Reference Deed
Schedule 4.1           Sellers' Account                          Reference Deed
Schedule 5.3           Anti-Trust Filings                        Reference Deed
Schedule 5.5 (a)(1)    Form of Sellers' Certificate              Reference Deed
Schedule 5.5 (a)(5)    Form of License Agreement                 Reference Deed
Schedule 5.5 (a)(6)    Form of Escrow Agreement                  Reference Deed
Schedule 5.5 (a)(7)    Form of Closing Protocol                  Reference Deed
Schedule 5.5 (b)(1)    Form of Purchaser's Certificate           Reference Deed
Schedule 6.1.1         Consent Requirements                      Reference Deed
Schedule 6.1.3         Shareholder Agreements and similar        Reference Deed
                       agreements
Schedule 6.1.5(a)      KCL Financial Statements                  Reference Deed
Schedule 6.1.5(b)      Combined Financial Statements             Reference Deed
Schedule 6.1.6         Material Agreements                       Reference Deed
Schedule 6.1.7         Compliance with Laws                      Reference Deed
Schedule 6.1.8(a)      Intellectual Property Rights              Reference Deed
Schedule 6.1.8(b)      Intellectual Property Proceedings         Reference Deed
Schedule 6.1.9         List of Insurances                        Reference Deed
Schedule 6.1.10        List of Permits                           Reference Deed
Schedule 6.1.13        List of Litigation                        Reference Deed
Schedule 6.1.14        List of Agreements Works Council          Reference Deed
Schedule 6.1.15        Subsidies                                 Reference Deed
Schedule 6.1.16        Absence of Facts or Events                Reference Deed
Schedule 6.1.17        Real Property/Permitted Encumbrances      Reference Deed
Schedule 6.1.19        List of Benefit Plans                     Reference Deed
Schedule 6.1.21        Affiliate Transactions                    Reference Deed
Schedule 6.1.22        Environmental Matters                     Reference Deed
</Table>

                                       44
<Page>

<Table>
<S>                    <C>                                       <C>
Schedule 6.1.24        Undisclosed Liabilities                   Reference Deed
Schedule 6.1.25        Long Term Liabilities                     Reference Deed
Schedule 8.3.1         Reserves in the 2002 Accounts             Reference Deed
Schedule 9.7           Calculation of Adjusted Net Working       Reference Deed
                       Capital
</Table>

                                       45
<Page>

IN WITNESS WHEREOF this Deed including Schedule 2.4 hereto has been read aloud
to the persons appeared and this Notarial Deed including the Schedules hereto
was confirmed and approved by the persons appeared. The persons appeared then
signed this Deed. All this was done on the day here below written in the
presence of me, the Notary Public, who also signed this Deed and affixed my
official seal.

           Basel, this 10th day of June 2003 (two thousand and three)



[Seal]                                                          /s/ [ILLEGIBLE]
                                                                /s/ [ILLEGIBLE]
                                                                /s/ [ILLEGIBLE]
                                                                /s/ [ILLEGIBLE]

Allg. prot. nr. 57/2003

                                       46