Exhibit 2.1  ASSET PURCHASE AGREEMENT  THIS ASSET PURCHASE AGREEMENT (this Agreement) is entered into
as of July 23, 2009 by and between FGX International Inc., a Delaware
corporation (Seller), and Crimzon Rose International, LLC, a Rhode
Island limited liability company (Buyer).  RECITALS  WHEREAS, Seller iscurrently engaged in the business of
designing, marketing, selling and distributing costume jewelry to retailers
(the CJ Business); and  WHEREAS, Seller desires to sell and Buyer desires to purchase certain
of the assets and rights of the Seller that relate to the CJ Business (the Sale),
subject to the terms and conditions hereinafter set forth.  NOW, THEREFORE, in consideration of the representations, warranties,
covenants and agreements contained in this Agreement, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound
hereby, the parties hereto agree as follows:  AGREEMENT  ARTICLE I
DEFINITIONS  1.1Defined Terms.  As used in
this Agreement, the following terms shall have the meanings specified or
referred to below:  Actionmeans any claim, action, suit or proceeding, arbitral
action or governmental inquiry or other investigation.  Affiliate with reference to a specified Person, (a) any
Person that directly or indirectly through one or more intermediaries controls
or is controlled by or is under common control with the specified Person, (b) any
other Person that owns or controls 10% or more of any class of equity
securities (including any equity securities issuable upon the exercise of any
option or convertible security) of such Person or any of its Affiliates, or (c) any
director, partner, member, officer, manager, agent, employee or family member
of such Person.  For purposes of this
definition, control (including, with correlative meaning, the terms controlled
by and under common control with), as used with respect to any Person, shall
mean the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of such Person, whether through
the ownership of voting securities or by contract or otherwise.  Agreement has the meaning set forth
in the introduction paragraph.  Assumed Liabilities has the meaning
set forth in Section 2.3.


Business Day a day other than a Saturday, Sunday or day on
which commercial banks in Providence, Rhode Island are required or authorized
to be closed for business.  Buyer
has the meaning set forth in the introduction paragraph.  Buyer
Indemnified Parties has the meaning set forth in Section 7.1(a).  CJ
Business has the meaning set forth in the recitals.  Closing
has the meaning set forth in Section 6.1.  Closing
Date has the meaning set forth in Section 6.1  Contracts
mean any contract, agreement, indenture, note, bond, instrument, lease,
conditional sales contract, mortgage, license, franchise agreement, concession
agreement, insurance policy, security interest, guaranty, binding commitment or
other agreement or arrangement, whether written or oral.  Confidential
Information has the meaning set forth in Section 5.2(a).  Indemnified
Party has the meaning set forth in Section 7.3(a).  Indemnifying
Party has the meaning set forth in Section 7.3(a).  Law
means any federal, state, county or local statute, law, ordinance, regulation,
rule, code, or rule of common law.  Liability means any indebtedness, obligation
or other liability (whether absolute, accrued, matured, contingent, known or
unknown, fixed or otherwise, or whether due or to become due), including any
fine, penalty, judgment, award or settlement respecting any Action, damage,
loss, claim or demand.  Liens
has the meaning set forth in Section 3.3.  Limitation
Date has the meaning set forth in Section 8.3.  Losses
has the meaning set forth in Section 7.1(a).  Material
Adverse Effect means any
event, fact, circumstance or effect that, individually or in the aggregate with
any other event, fact, circumstance or effect, is materially adverse to the
business, assets, operation, condition (financial or otherwise) and results of
operations of the CJ Business.  Obsolete
Productsmeans those costume jewelry products sold
by Seller to CJ Business customers, which (i) are listed according to the
applicable CJ Business customer by item number or SKU, customer cost and retail
price on Schedule 1.1 or (ii) are recognizable by the unaided eye
to be damaged.  2


Person
means an individual, firm, partnership, association, unincorporated organization,
trust, corporation, or any other entity, including, without limitation, a
government or any department, agency or instrumentality thereof.  Purchase
Price has the meaning set forth in Section 2.2.  Purchased
Assets has the meaning set forth in Section 2.1.  Related
Documents has the meaning set forth in Section 3.2(a).  Sale
has the meaning set forth in the recitals.  Samples
means thoseCJ
Business products referenced in Schedule 2.1 under the category heading
of CJ Business Samples.  Seller
has the meaning set forth in the introduction paragraph.  Seller
Disclosure Schedule has the meaning set forth in Article III.  Seller
Indemnified Parties has the meaning set forth in Section 7.2(a).  Tax
(and, with correlative meaning, Taxes, Taxable and Taxing)
means (A) any net income, alternative or add-on minimum tax, gross income,
gross receipts, sales, use, ad valorem, transfer, franchise, profits, license,
withholding, payroll, employment, excise, severance, stamp, occupation, premium,
property, environmental or windfall profit tax, custom, duty or other tax,
governmental fee or other like assessment or charge of any kind whatsoever,
together with any interest or any penalty, addition to tax or additional amount
imposed by any governmental, regulatory or administrative entity or agency
responsible for the imposition of any such tax (domestic or foreign), (B) any
liability for the payment of any amounts of the type described in (A) as a
result of being a member of an affiliated, consolidated, combined, unitary or
other group for any Taxable period and (C) any liability for the payment
of any amounts of the type described in (A) or (B) as a result of any
express or implied obligation to indemnify any other Person.  Transfer
Taxes has the meaning set forth in Section 8.2.  Transitional
Purchase Orders means Contracts for CJ Business products that Buyer and
Seller mutually agree to be purchased by Seller prior to the date hereof.  1.2Interpretation.  The following
provisions shall govern the interpretation of this Agreement:  (a)Herein and hereunder and other words of similar
import refer to this Agreement as a whole and not to any particular Article,
Section, subsection, Exhibit or Schedule.  (b)Headings or captions are for convenience of reference
only and shall not affect the construction or interpretation of this Agreement.  3


(c)Words importing the singular number only shall include
the plural and vice versa and words importing the masculine gender shall
include the feminine and neuter genders and vice versa and words importing
individuals shall include Persons and vice versa.  (d)The calculation of time within which or following
which any act is to be done or step is to be taken pursuant to this Agreement
excludes the date which is the reference day in calculating such period.  (e)Performance on holidays is not required
hereunder.  Whenever anything is required
to be done or any action is required to be taken hereunder on or by a day which
is not a Business Day, then such thing may be validly done and such action may
be validly taken on or by the next succeeding day that is a Business Day.  (f)As used in this Agreement reference to dollar amounts,
unless otherwise specifically indicated, shall mean the lawful money of the
United States of America.  (g)The terms include, includes and including mean
including without limiting the generality of any description preceding such
term, and, for purposes of this Agreement, the parties hereto agree that the rule of
ejusdem generis shall not be applicable to limit a general statement, which is
followed by or referable to an enumeration of specific matters, to matters
similar to the matters specifically mentioned.  (h)Except as otherwise indicated, all references in this
Agreement to Articles, Schedules, Sections and Exhibits are intended to
refer to Articles, Schedules, Sections and Exhibits to this Agreement.  ARTICLE II
PURCHASE AND SALE OF ASSETS  2.1Purchase and Sale of Assets. 
Upon the terms and subject to the conditions set forth in this
Agreement, at Closing Seller shall convey, sell, transfer and assign to Buyer,
and Buyer shall purchase from Seller, all right, title and interest in and to
the assets, properties and rights set forth on Schedule 2.1
attached hereto (collectively referred to as the Purchased Assets).  All of the Purchased Assets shall be sold to
Buyer free and clear of all Liens.  2.2Purchase Price. 
The purchase price to be paid at Closing by Buyer for the Purchased
Assets, in addition to assumption of the Assumed Liabilities, shall be an
amount equal to one hundred thousand dollars ($100,000.00) (the Purchase
Price).  2.3Assumed Liabilities.  Upon the
terms and subject to the conditions set forth herein, at the Closing Buyer
shall assume from Seller (and thereafter pay, perform, discharge or otherwise
satisfy), the following liabilities and obligations of Seller which accrue and
are to be performed from and after the Closing Date (collectively, the Assumed
Liabilities):  (a)all liabilities and obligations of Seller that accrue
and are to be performed from and after the Closing Date under the Contracts
listed on Schedule 2.3(a) attached hereto;  4


(b)any and all credits payable to CJ Business customers
following the Closing, including credits related to costume jewelry products
sold by Seller to such customers prior to Closing, other than credits provided
by Seller under Section 5.4 for Obsolete Products;  (c)all Taxes related to the Purchased Assets and the CJ
Business for the periods after the Closing Date; and  (d)all liabilities and obligations related to
Transitional Purchase Orders listed on Schedule 2.3(d) attached
hereto.  2.4Excluded Liabilities. 
Except for the Assumed Liabilities, Buyer shall not assume, or otherwise
be responsible or liable for or obligated to perform, any liabilities or
obligations of Seller, whether actual or contingent, accrued, matured or known
or unknown, whether arising out of occurrences prior to, on or after the
Closing Date (the Excluded Liabilities).  ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER  Seller represents and warrants to Buyer that the statements contained
in this Article III are true and correct as of the date hereof, except as
set forth in the disclosure schedule attached hereto as Exhibit A
(the Seller Disclosure Schedule). 
Any reference in this Article III to an agreement being enforceable
shall be deemed to be qualified to the extent such enforceability is subject to
(i) laws of general application relating to bankruptcy, insolvency,
moratorium and the relief of debtors, and (ii) the availability of
specific performance, injunctive relief and other equitable remedies.  3.1Corporate Organization; Standing and
Power.  Seller is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware
and has all requisite power and authority to own, lease and operate its
properties and to carry on its business as now being conducted.  3.2Authority.  (a)Seller has all requisite corporate power and authority
to enter into this Agreement and the agreements and documents relating hereto
(the Related Documents) and to consummate the transactions contemplated
hereby and thereby.  The execution and
delivery of this Agreement and the Related Documents and the consummation of
the transactions contemplated hereby and thereby have been duly authorized by
all necessary corporate action on the part of Seller.  This Agreement and the Related Documents have
been, or, as of Closing, will have been duly executed and delivered by Seller
and constitute the valid and binding obligations of Seller enforceable against
Seller in accordance with their terms.  (b)The execution and delivery of this Agreement and the
Related Documents by Seller do not, and the consummation of the transactions
contemplated hereby and thereby will not, conflict with, or result in any
violation of, or default under (with or without notice or lapse of time, or
both), or give rise to a right of termination, cancellation or acceleration of
any  5


obligation or loss of any benefit under any provision
of the Certificate of Incorporation or Bylaws of Seller, as in effect on the
date hereof.  3.3Title to Property. 
Seller has good and valid title to all of the Purchased Assets, in each
case free and clear of all mortgages, liens, pledges, charges or encumbrances
of any kind or character (collectively, Liens).  3.4Guaranteed Sales and Margin. 
Seller has not guaranteed to any CJ Business customer that (i) a
minimum number (or portion) of costume jewelry products purchased from Seller
will be sold by such customer or (ii) the amount of revenues received by
such customer from sales of the costume jewelry products sold by Seller will
exceed, by any amount, the cost of such costume jewelry products to such
customer.  3.5Credits.  All account
credits that Seller has issued to CJ Business customers that relate to the CJ
Business have been either paid-in-full or fully offset against the accounts
receivable Seller records for such customers.  3.6Compliance with Laws.  Costume
jewelry products previously sold by Seller complied in all material respects
with all applicable Laws at the time of such sales, including without
limitation the Laws governing the lead content of such costume jewelry
products.  ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF BUYER  Buyer represents and warrants to Seller that the statements contained
in this Article IV are true and correct as of the Closing Date.  4.1Organization and Standing. 
Buyer is a limited liability company duly organized and validly existing
and in good standing under the laws of the State of Rhode Island and has all
requisite power and authority to own, lease and operate its properties and to
carry on its business as now being conducted.  4.2Authority.  (a)Buyer has all requisite corporate power and authority
to enter into this Agreement and the Related Documents and to consummate the
transactions contemplated hereby and thereby. 
The execution and delivery of this Agreement, the Related Documents and
the consummation of the transactions contemplated hereby and thereby have been
duly authorized by all necessary corporate action on the part of Buyer.  This Agreement and the Related Documents have
been, or, as of the Closing, will have been, duly executed and delivered by
Buyer and constitute the valid and binding obligations of Buyer enforceable
against Buyer in accordance with their terms.  (b)The execution and delivery of this Agreement and the
Related Documents by Buyer do not, and the consummation of the transactions
contemplated hereby and thereby will not, conflict with, or result in any
violation of, or default under (with or without notice or lapse of time, or
both), or give rise to a right of termination, cancellation or acceleration of
any  6


obligation or loss of any benefit under any provision
of the Articles of Organization or operating agreement of Buyer, as in effect
on the date hereof, or any Contracts to which Buyer is a party, including
without limitation any credit agreement, loan agreement or security agreement.  4.3Employees.  On or prior
to the date hereof Buyer has offered, in writing, employment to those employees
of Seller set forth in Schedule 4.3 attached hereto.  ARTICLE V
COVENANTS  5.1Operation of the CJ Business Post-Closing. 
Notwithstanding Section 2.4 above, for a period of twelve (12)
months commencing on the Closing Date, Buyer agrees to operate the CJ Business
in substantially the manner operated by Seller prior to Closing, including
without limitation issuing credits to CJ Business customers for damaged
products, seasonal credits and holiday returns on substantially the same terms
as issued by Seller prior to Closing, provided, however, Buyer shall have no
obligation to continue to do business with a particular CJ Business customer if
(i) such customers business or financial condition suffers a material
adverse change or (ii) such customer, through no fault of Buyer,
materially and adversely changes the business terms under which Seller and such
customer conducted business prior to Closing.  5.2Confidentiality.  (a)Buyer shall, at all times, both during the term of
this Agreement and thereafter, keep in confidence all of Sellers financial
information that Seller furnished or otherwise disclosed to Buyer prior to
Closing (the Confidential Information); provided however, Buyer shall
not have an obligation to keep in confidence such information that (i) was
in the public domain at or subsequent to the time such information was
communicated to Buyer by Seller through no fault of Buyer or (ii) was
rightfully in Buyers possession free of any obligation of confidence at or
subsequent to the time such information was communicated to Buyer by Seller.
Buyer shall not use the Confidential Information other than as expressly
permitted under the terms of this Agreement or by a separate written agreement
with Seller.  Buyer shall take all
reasonable steps to prevent unauthorized disclosure or use of the Confidential
Information.  Buyer shall not disclose
the Confidential Information to any Person other than its officers, employees,
advisors and consultants who need access to such Confidential Information and
who are under a legal obligation not to use or disclose the Confidential
Information.  Buyer shall promptly give
notice to Seller of any unauthorized use or disclosure of the Confidential Information.  Buyer agrees to assist Seller to remedy such
unauthorized use or disclosure of the Confidential Information, which remedies
shall include injunctive relief without the necessity of posting a bond or proving
damages.  These obligations shall not
apply to the extent that Confidential Information includes information which: (i) is
approved for release by written authorization of Seller or (ii) is
required to be disclosed by or pursuant to Law, regulation of a government
agency or by a order of a court of competent jurisdiction; provided, however,
that Buyer will use its best efforts to minimize such disclosure and will
consult with and assist Seller in obtaining a protective order prior to such
disclosure.  7


(b)Seller shall, at all times, both during the term of
this Agreement and thereafter, keep in confidence all of the financial
information provided to Buyer prior to closing in connection with the Purchased
Assets (Purchased Assets Confidential Information); provided however,
Seller shall not have an obligation to keep in confidence such information that
(i) was in the public domain at or subsequent to the time such information
was communicated to Buyer through no fault of Seller or (ii) was rightfully
in Sellers possession free of any obligation of confidence at or subsequent to
the time such information was communicated to Buyer. Seller shall not use the
Purchased Assets Confidential Information other than as expressly permitted
under the terms of this Agreement or by a separate written agreement with
Buyer.  Seller shall take all reasonable
steps to prevent unauthorized disclosure or use of the Purchased Assets
Confidential Information.  Seller shall
not disclose the Purchased Assets Confidential Information to any Person other
than its officers, employees, advisors and consultants who need access to such
Purchased Assets Confidential Information and who are under a legal obligation
not to use or disclose the Purchased Assets Confidential Information.  Seller shall promptly give notice to Buyer of
any unauthorized use or disclosure of the Purchased Assets Confidential
Information.  Seller agrees to assist
Buyer to remedy such unauthorized use or disclosure of the Purchased Assets
Confidential Information, which remedies shall include injunctive relief
without the necessity of posting a bond or proving damages.  These obligations shall not apply to the
extent that Purchased Assets Confidential Information includes information
which: (i) is approved for release by written authorization of Buyer or (ii) is
required to be disclosed by or pursuant to Law, regulation of a government
agency or by a order of a court of competent jurisdiction.  (c)Buyer hereby acknowledges that Seller may have an
obligation to publicly disclose this Agreement and the transactions
contemplated by the Related Documents. 
Buyer consents to such public disclosures by Buyer.  5.3Product Samples. 
Buyer acknowledges that the Samples have not been tested for lead or
other chemicals in which the content in costume jewelry products are regulated
by Law.  Consequently, Buyer agrees not
to sell or distribute any Samples.  Buyer
agrees to clearly label all samples Not for Resale prior to use.  5.4Obsolete Products. 
Seller shall use commercially reasonable efforts to discount, accept
returns on and otherwise provide credits for Obsolete Products on retail
display fixtures located in CJ Business customers retail stores within 120
days of the Closing Date.  5.5VMI Product Count. 
In the event Rite-Aid Corp. (Rite-Aid) authorizes Buyer to
implement a vendor management inventory program for costume jewelry products,
and at the written request of Buyer, Seller shall use commercially reasonable
efforts to count the number of costume jewelry products (i) sold to
Rite-Aid by Seller or Buyer and, (ii) at the time of such count, available
for sale to retail customers by Rite-Aid. 
Sellers obligation under this Section 5.5 shall be limited to
conducting one count at each Rite-Aid retail location that Seller
services under the Customer Support Agreement between Seller and Buyer dated on
or around the date of this Agreement, as may be amended from time to time.   Notwithstanding, Sellers obligation under
this Section 5.5 shall expire on March 1, 2011.  8


ARTICLE VI
CLOSING  6.1Time and Place of Closing. 
The Sale of the Purchased Assets shall be consummated (the Closing)
at 10:00 a.m. ET at the offices of Edwards Angell Palmer & Dodge
LLP, 2800 Financial Plaza, Providence, RI 02903 on the date of this Agreement
(the Closing Date).  6.2Buyers Closing Obligations. 
The obligations of the Seller to effect this Agreement and the
transactions contemplated hereby shall be subject to the fulfillment at or
prior to Closing of each of the following conditions:  (a)Seller shall have received at Closing $100,000 by
federal funds wire transferred to an account designated in writing by Seller as
payment of the Purchase Price; and  (b)Seller shall have received the following documents
executed by Buyer: (i) assumption agreement covering the liabilities
assumed hereunder by Buyer pursuant to Section 2.3; (ii) a customer
support agreement that sets forth the terms for which Seller will provide
customer service support to CJ Business customers following Closing on behalf
of Buyer; (iii) a patent assignment agreement in connection with Sellers
transfer of  a design patent for a finger
ring display holder; and (iv) a trademark assignment agreement in
connection with Sellers transfer of certain marks related to the CJ Business.  6.3Sellers Closing Obligations. 
The obligations of the Buyer to effect this Agreement and the
transactions contemplated hereby shall be subject to the fulfillment at or
prior to Closing of each of the following conditions:  (a)Buyer shall have received the following documents
executed by Seller: (i) a bill of sale for the Purchased Assets; (ii) a
customer support agreement that sets forth the term in which Seller will
provide customer service support to CJ Business customers following Closing on
behalf of Buyer; (iii) a patent assignment agreement in connection with
Sellers transfer of  a design patent for
a finger ring display holder; and (iv) a trademark assignment agreement in
connection with Sellers transfer of certain marks related to the CJ Business.  ARTICLE VII
INDEMNIFICATION  7.1Indemnification by Seller.  (a)Breach of Sellers Warranties. 
Seller agrees to indemnify, defend and hold harmless Buyer and its
Affiliates and each of their respective officers, directors, employees, shareholders,
partners, managers, members, agents and representatives and the successors and
assigns of each (collectively, the Buyer Indemnified Parties) from and
against and in respect of, and to reimburse and pay Buyer Indemnified Parties
as incurred with respect to, any and all Liabilities (excluding consequential,
incidental and punitive damages), costs and expenses (including reasonable
attorneys fees and reasonable disbursements and costs of investigation in  9


connection therewith) (collectively, Losses)
resulting in an out-of-pocket payment to a third-party by any Buyer Indemnified
Party that is not covered by insurance arising out of or relating to any breach
by Seller of any representation and warranty of Seller set forth in Article III,
subject to each of the terms, conditions and limitations set forth in this Article VII
or Section 8.3.  (b)Breach of Covenants.  Seller agrees
to indemnify and hold harmless the Buyer Indemnified Parties from and against
and in respect of and to reimburse and pay the Buyer Indemnified Parties as
incurred with respect to, any and all Losses assessed or sustained by or
against any Buyer Indemnified Party arising out of or relating to failure by
Seller to perform or comply with any covenant of Seller contained in this
Agreement or in the Related Documents.  (c)Excluded Liabilities.  Seller agrees
to indemnify and hold harmless the Buyer Indemnified Parties from and against
and in respect of and to reimburse and pay the Buyer Indemnified Parties as
incurred with respect to, any and all Losses assessed or sustained by or
against any Buyer Indemnified Party arising out of or relating to any of the
Excluded Liabilities.  (d)Limitation on Sellers Indemnification. No Buyer Indemnified Party may recover
any Losses unless and until the total amount of Losses exceeds $15,000, or with
respect to a Loss or Losses under Section 5.4 exceeds $125,000, and the
Buyer Indemnified Parties shall not be entitled to indemnification for Losses
under Sections 7.1(a) and 7.1(b) hereof or under any Related Document
to the extent that the aggregate amount of all such Losses incurred by all
Buyer Indemnified Parties exceeds, on a cumulative basis, $125,000.  The limitations imposed by this Section 7.1(d) shall
apply irrespective of the nature of the claim or Action, whether contract,
tort, fraud or otherwise, but shall not apply to any claim for indemnification
under Sections 5.4 or 7.1(c).  7.2Indemnification by Buyer.  (a)Breach of Buyers Warranties. 
Buyer agrees to indemnify, defend and hold harmless Seller and its
Affiliates and each of their respective officers, directors, employees,
shareholders, partners, managers, members, agents and representatives and the
successors and assigns of each (collectively Seller Indemnified Parties)
from and against and in respect of, and to reimburse and pay the Seller
Indemnified Parties as incurred with respect to, any and all Losses that are
not covered by insurance arising out of or relating to any breach by Buyer
of  any representation and warranty of
Buyer set forth in Article IV, subject to each of the terms, conditions
and limitations set forth in this Article VII and Section 8.3 hereof.  (b)Breach of Covenants.  Buyer agrees
to indemnify and hold harmless the Seller Indemnified Parties from and against
and in respect of and to reimburse and pay the Seller Indemnified Parties as
incurred with respect to, any and all Losses assessed, incurred or sustained by
or against any Seller Indemnified Party arising out of or relating to failure
by Buyer to perform or comply with any covenant of Buyer contained in this
Agreement or the Related Documents.  (c)Assumed Liabilities.  Buyer agrees
to indemnify and hold harmless the Seller Indemnified Parties from and against
and in respect of and to reimburse and pay the Seller Indemnified Parties as
incurred with respect to, any and all Losses assessed, incurred or  10


sustained by or against any Seller Indemnified Party
arising out of or relating to any of the Assumed Liabilities.  7.3Notice of Claim; Right to Defend.  (a)The party seeking indemnification under this Article VII
(the Indemnified Party) shall give to the other party (the Indemnifying
Party) prompt written notice of any Action or event which the Indemnified
Party believes may give rise to a claim for indemnification under this Article VII,
provided, however, that the failure of the Indemnified Party to give such
prompt written notice shall not affect the liability of the Indemnifying Party
hereunder except to the extent that the rights of the Indemnifying Party to
defend itself or to cure or mitigate the Losses are actually prejudiced
thereby.  Thereafter, the Indemnified
Party shall furnish to the Indemnifying Party, in reasonable detail, such
information as it may have with respect to such Action or other event,
including copies of any summons, complaint or other pleading which may have
been served upon it or any written claim, demand, invoice, billing or other
document evidencing or asserting the same. 
Provided the Indemnifying Party, within ten (10) days after receipt
of such written notice from the Indemnified Party, acknowledges in writing to
the Indemnified Party the Indemnifying Partys assumption of responsibility for
defense and indemnification with respect to such Action, the Indemnifying Party
shall have the right to assume defense of such Action through counsel
reasonably acceptable to the Indemnified Party at the Indemnifying Partys
expense, and to contest or compromise such Action.  Upon such assumption of defense by the
Indemnifying Party, the Indemnified Party shall cooperate with the Indemnifying
Party in the Indemnifying Partys conduct of such defense to the extent
reasonably requested by the Indemnifying Party and at the Indemnifying Partys
expense and, so long as the Indemnifying Party is defending such Action, the
Indemnified Party shall not settle or compromise the same.  (b)Notwithstanding Section 7.3(a), (i) without
the prior written consent of Buyer, Seller shall not be entitled to settle any
Action the defense of which has been assumed by Seller unless (A) there is
no admission of any violation of Law or any violation of the rights of any
Person by the Buyer Indemnified Parties and no effect on any other claims that
may be made against the Buyer Indemnified Parties or (B) the Losses to the
Buyer Indemnified Parties are fully covered by the indemnities provided herein;
and (ii) without the prior written consent of Seller, Buyer shall not be
entitled to settle any Action the defense of which has been assumed by Buyer
unless (A) there is no admission of any violation of Law or any violation
of the rights of any Person by the Seller Indemnified Parties and no effect on
any other claims that may be made against the Seller Indemnified Parties or (ii) the
Losses to the Seller Indemnified Parties are fully covered by the indemnities
provided herein.  7.4Materiality Disregarded.In
determining the amount of any Losses, materiality qualifiers contained in any
representation, warranty or covenant shall be disregarded.  7.5Exclusivity. 
Indemnification pursuant to this Article VII, subject to all of the
terms, conditions and limitations provided in this Article VII, shall be
the sole and exclusive remedy for money damages which Buyer or any other Person
indemnifiable pursuant to Section 7.1 shall have againstSelleror which Seller or any other Person
indemnifiable pursuant to Section 7.2 shall have against Buyer with
respect to any breach of this Agreement or any Related  11


Document, or with respect to any Loss for which indemnification is
provided pursuant to this Article VII.  7.6Tax
Treatment of Indemnification Payments.  Buyer and Seller agree to treat any indemnity
payment made pursuant to this Agreement as an adjustment to the Purchase Price
for all Tax purposes, unless otherwise required by Law.  ARTICLE VIII
GENERAL PROVISIONS  8.1Notices.  All notices
and other communications hereunder shall be in writing and shall be deemed
given if delivered personally or by commercial overnight delivery service, or
mailed by registered or certified mail (return receipt requested) or sent via
facsimile (with confirmation of receipt) to the parties at the following
respective addresses (or at such other address for a party as shall be
specified by like notice):  (a)if to Buyer, to:  Crimzon Rose
International, LLC 4 Warren Avenue North Providence,
RI 02911 Attention: Steven
ONeil  with a copy (which
shall not constitute notice) to:  Wieck DeLuca &
Gemma Incorporated 56 Pine Street, Suite 700 Providence,
RI  02903 Attention: Robert
Wieck Fax: (401)
454-8755  (b)if to Seller, to:  FGX International
Inc. 500 George
Washington Highway Smithfield, RI
02197 Attention: Jeffrey
J. Giguere, Executive Vice President and General Counsel Fax: (401)
231-3818  12


with a copy (which
shall not constitute notice) to:
Edwards Angell Palmer & Dodge LLP
111 Huntington Avenue
Boston, MA 02199
Attention:  Matthew C. Dallett
Fax:  (866) 955-8690  Notice shall be deemed effective upon the earlier of (a) actual
receipt or (b) one business day following transmission by commercial
overnight delivery services.  8.2Sales and Use Taxes. 
Buyer shall bear and pay, and shall promptly reimburse Seller and Sellers
affiliates for, any and all sales, use, excise or other similar taxes, charges
and fees that may become due and payable as a result of the sale, transfer or
delivery of the Purchased Assets (Transfer Taxes), whether levied on
Buyer or Seller.  The parties hereto
shall cooperate with each other and use commercially reasonable efforts to
minimize the Transfer Taxes.  8.3Survival of Representations and
Warranties.  The representations and warranties of the
respective parties, as set forth in this Agreement, shall survive the Closing
until the nine (9) month anniversary of the Closing Date, provided that,
the representation and warranty ofSellerset forth in Section 3.6 shall
survive the Closing for a period ending ninety (90) days after the expiration
of the applicable statute of limitations (the last day of a relevant survival
period being the Limitation Date), and provided, further, that a claim
for breach of any such representation or warranty may be asserted after the
Limitation Date, and such claim shall not be subject to any defense based on
nonsurvival of such representation and warranty, if, but only if, written
notice of such breach shall have been given on or before the Limitation Date in
accordance with the terms of Section 7.3. 
The covenants set forth in this Agreement and the Related Documents
shall survive in accordance with their terms.  8.4Specific Performance and Other Equitable
Remedies.  Buyer and Seller each acknowledge that the
obligations under this Agreement are special, unique and of extraordinary
character, and that, in the event that any party breaches any covenant or
agreement made by it herein, the non-breaching party may be without an adequate
remedy at Law.  The parties each agree,
therefore, that in the event that either party breaches any covenant or
agreement made by such party herein, the non-breaching party or parties may,
subject to the terms of this Agreement and in addition to any remedies at Law
or under this Agreement for damages or other relief, institute and prosecute an
action in any court of competent jurisdiction to enforce specific performance
of such covenant or agreement or seek any other equitable relief.  8.5Counterparts. 
This Agreement may be executed in one or more counterparts, all of which
shall be considered one and the same agreement and shall become effective when
one or more counterparts have been signed by each of the parties and delivered
to the other parties, it being understood that all parties need not sign the
same counterpart.  8.6Entire Agreement; No Third Party
Beneficiaries.  This Agreement, the Related Documents and the
documents and instruments and other agreements specifically referred to  13


herein or delivered pursuant hereto, including the Exhibits, the
Schedules, including Seller Disclosure Schedule (a) constitute the entire
agreement among the parties with respect to the subject matter hereof and
supersede all prior agreements and understandings, both written and oral, among
the parties with respect to the subject matter hereof and (b) are not
intended to confer upon any other Person any rights or remedies hereunder.  8.7Severability. 
In the event that any provision of this Agreement, or the application
thereof, becomes or is declared by a court of competent jurisdiction to be
illegal, void or unenforceable, the remainder of this Agreement will continue
in full force and effect and the application of such provision to other persons
or circumstances will be interpreted so as reasonably to effect the intent of
the parties hereto.  The parties further
agree to replace such void or unenforceable provision of this Agreement with a
valid and enforceable provision that will achieve, to the extent possible, the
economic, business and other purposes of such void or unenforceable provision.  8.8Remedies Cumulative. 
Except as otherwise provided herein, any and all remedies herein
expressly conferred upon a party will be deemed cumulative with and not
exclusive of any other remedy conferred hereby, or by law or equity upon such
party, and the exercise by a party of any one remedy will not preclude the
exercise of any other remedy.  8.9Governing Law. 
This Agreement shall be governed by and construed in accordance with the
laws of the State of Rhode Island, except any such law that would render such
choice of law ineffective.  8.10Jurisdiction and Forum; Waiver of Jury
Trial.  (a)EACH OF THE PARTIES HERETO HEREBY CONSENTS TO THE
EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF RHODE ISLAND, OR THE
UNITED STATES DISTRICT COURT FOR RHODE ISLAND, AS WELL AS TO THE JURISDICTION
OF ALL COURTS TO WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTS, FOR THE
PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF, OR IN
CONNECTION WITH, THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED
HEREBY.  EACH PARTY HEREBY EXPRESSLY
WAIVES ANY AND ALL RIGHTS TO BRING ANY SUIT, ACTION OR OTHER PROCEEDING IN OR
BEFORE ANY COURT OR TRIBUNAL OTHER THAN THE COURTS DESCRIBED ABOVE AND
COVENANTS THAT IT SHALL NOT SEEK IN ANY MANNER TO RESOLVE ANY DISPUTE OTHER
THAN AS SET FORTH IN THIS SECTION 8.10 OR TO CHALLENGE OR SET ASIDE ANY
DECISION, AWARD OR JUDGMENT OBTAINED IN ACCORDANCE WITH THE PROVISIONS HEREOF.  (b)EACH OF THE PARTIES HERETO HEREBY EXPRESSLY WAIVES ANY
AND ALL OBJECTIONS IT MAY HAVE TO VENUE, INCLUDING, WITHOUT LIMITATION,
THE INCONVENIENCE OF SUCH FORUM, IN ANY OF SUCH COURTS.  IN ADDITION, EACH OF THE PARTIES CONSENTS TO
THE SERVICE OF PROCESS BY PERSONAL SERVICE OR ANY MANNER IN WHICH NOTICES MAY BE
DELIVERED HEREUNDER IN ACCORDANCE WITH SECTION 8.1 OF THIS AGREEMENT.  14


(c)Each party hereto acknowledges and agrees that any
controversy which may arise under this Agreement is likely to involve
complicated and difficult issues, and therefore it hereby irrevocably and
unconditionally waives any right it may have to a trial by jury in respect of
any litigation directly or indirectly arising out of or relating to this
Agreement and any of the agreements delivered in connection herewith or the
transactions contemplated hereby or thereby. 
Each party hereto certifies and acknowledges that (i) no
representative, agent or attorney of any other party has represented, expressly
or otherwise, that such other party would not, in the event of litigation, seek
to enforce such waiver, (ii) it understands and has considered the
implications of such waiver, (iii) it makes such waiver voluntarily, and (iv) it
has been induced to enter into this agreement by, among other things, the
mutual waivers and certifications in this Section 8.10(c).  8.11Assignment.  Neither this
Agreement nor any of the rights, interests or obligations hereunder shall be
assigned by either of the parties hereto (whether by operation of law or
otherwise) without the prior written consent of the other party.  Subject to the preceding sentence, this
Agreement will be binding upon, inure to the benefit of and be enforceable by
the parties and their respective successors and permitted assigns.  8.12Rules of Construction. 
The parties hereto agree that they have been represented by counsel
during the negotiation, preparation and execution of this Agreement and,
therefore, waive the application of any law, regulation, holding or rule of
construction providing that ambiguities in an agreement or other document will
be construed against the party drafting such agreement or document.  8.13Expenses of Transaction.  Seller
shall pay in full all fees and expenses incurred by Seller in connection with
this Agreement and the transactions contemplated hereby, and the liability for
such fees and expenses shall not be transferred to or assumed by Buyer
hereunder.  Buyer shall pay in full all
fees and expenses incurred by Buyer in connection with this Agreement and the
transaction contemplated hereby, and the liability for such fees and expenses
shall not be transferred to or assumed by Seller hereunder.  8.14Amendments; No Waiver. 
No provision of this Agreement may be amended, modified or waived except
in a writing signed and delivered by an authorized officer of each party to
this Agreement.  Any waiver on the part
of either party of any breach or any right or interest hereunder shall not
imply the waiver of any subsequent breach or waiver of any other right or
interest.  8.15Limitation on Liability. 
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL,
INDIRECT OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH ANY CLAIMS, LOSSES,
DAMAGES OR INJURIES ARISING OUT OF THE CONDUCT OF THE PARTIES PURSUANT TO THIS
AGREEMENT.  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]  15


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.  SELLER:FGX INTERNATIONAL INC.By:
  /s/ Anthony Di PaolaName:
  Anthony Di PaolaTitle:
  EVP & CFOBUYER:CRIMZON ROSE INTERNATIONAL, LLCBy:
  /s/ Steven J. ONeilName:
  Steven J. ONeilTitle:
  CFO


TABLE OF CONTENTS  PageARTICLE I
  DEFINITIONS
  11.1
  Defined Terms
  11.2
  Interpretation
  3ARTICLE II
  PURCHASE AND
  SALE OF ASSETS
  42.1
  Purchase and Sale of Assets
  42.2
  Purchase Price
  42.3
  Assumed Liabilities
  42.4
  Excluded Liabilities
  5ARTICLE III
  REPRESENTATIONS
  AND WARRANTIES OF SELLER
  53.1
  Corporate Organization; Standing and Power
  53.2
  Authority
  53.3
  Title to Property
  63.4
  Guaranteed Sales and Margin
  63.5
  Credits
  63.6
  Compliance with Laws
  6ARTICLE IV
  REPRESENTATIONS
  AND WARRANTIES OF BUYER
  64.1
  Organization and Standing
  64.2
  Authority
  64.3
  Employees
  7ARTICLE V
  COVENANTS
  75.1
  Operation of the CJ Business Post-Closing
  75.2
  Confidentiality
  75.3
  Product Samples
  85.4
  Obsolete Products
  85.5
  VMI Product Count
  8ARTICLE VI
  CLOSING
  96.1
  Time and Place of Closing
  96.2
  Buyers Closing Obligations
  96.3
  Sellers Closing Obligations
  9  i


TABLE OF
CONTENTS (continued)  PageARTICLE VII
  INDEMNIFICATION
  97.1
  Indemnification by Seller
  97.2
  Indemnification by Buyer
  107.3
  Notice of Claim; Right to Defend
  117.4
  Materiality Disregarded
  117.5
  Exclusivity
  117.6
  Tax Treatment of Indemnification Payments
  12ARTICLE VIII
  GENERAL
  PROVISIONS
  128.1
  Notices
  128.2
  Sales and Use Taxes
  138.3
  Survival of Representations and Warranties
  138.4
  Specific Performance and Other Equitable Remedies
  138.5
  Counterparts
  138.6
  Entire Agreement; No Third Party Beneficiaries
  138.7
  Severability
  148.8
  Remedies Cumulative
  148.9
  Governing Law
  148.10
  Jurisdiction and Forum; Waiver of Jury Trial
  148.11
  Assignment
  158.12
  Rules of Construction
  158.13
  Expenses of Transaction
  158.14
  Amendments; No Waiver
  158.15
  Limitation on Liability
  15  ii