Exhibit 2.4  EXECUTION COPY  STOCK PURCHASE
AND SALE AGREEMENT  BY AND AMONG  FGX INTERNATIONAL
INC., OR ITS NOMINEE, AS BUYER,  CORINNE
MCCORMACK, INC. AND EYE-BAR INC., COLLECTIVELY AS COMPANY  AND  CORINNE
MCCORMACK, AS SHAREHOLDER   DATED AS OF
OCTOBER 28, 2009


SCHEDULES AND
EXHIBITS  ExhibitsExhibit A
  Employment AgreementExhibit B
  Allocation of Purchase Price for tax reporting purposesExhibit C
  Form of Certificate of ShareholderExhibit D
  Form of Certificate of CompanySchedulesSection 3.4
  Authorization; No ConflictsSection 3.6
  Liabilities and ObligationsSection 3.7
  Accounts ReceivableSection 3.8
  InventorySection 3.9
  ChangesSection 3.10
  Property Owned by CompanySection 3.11
  EquipmentSection 3.12
  Intellectual PropertySection 3.13
  LeasesSection 3.14
  TaxesSection 3.15
  Material ContractsSection 3.16
  Customers and SuppliersSection 3.17
  Orders, Commitments and ReturnsSection 3.18
  Agreements not in Full Force and EffectSection 3.19
  InsuranceSection 3.20
  Labor, Customs, Health and Safety Law MattersSection 3.21
  Employee Benefit PlansSection 3.22
  LitigationSection 3.25
  Third Party ConsentsSection 3.27
  Environmental LawsSection 3.29
  Brokers and FindersSection 3.30
  PersonnelSection 3.31
  Powers of AttorneySection 3.32
  Bank AccountsSection 6.4
  Current Liabilities


STOCK PURCHASE AND SALE AGREEMENT  THIS STOCK PURCHASE AND SALE AGREEMENT
(together with all Exhibits and Schedules, this Agreement)
dated as of October 28, 2009, by and among FGX
International Inc., a corporation organized under the laws of the
State of Delaware, or its nominee (Buyer), Corinne McCormack, Inc. (CMI) and eye-bar inc.(EBI), each a
corporation organized under the laws of the State of New York  (CMI and EBI collectively referred to as, Company) and Corinne A. McCormack,
a resident of the State of New York and the holder of all of the Company Shares
(Shareholder).  RECITALS  WHEREAS, CMI is a
corporation duly organized and validly existing under the laws of the State of
New York, having an authorized capitalization consisting of 200 shares of
Common Stock, no par value (the CMI Stock), of
which as of the date hereof, 100 shares are issued and outstanding; and  WHEREAS, EBI is a
corporation duly organized and validly existing under the laws of the State of
New York, having an authorized capitalization consisting of 200 shares of
Common Stock, no par value (the EBI Stock, and
collectively with the CMI Stock the Company Stock),
of which as of the date hereof, 100 shares are issued and outstanding ; and  WHEREAS, Shareholder
is the holder of all of the issued and outstanding shares of Company Stock (the
Company Shares) and desire to sell
such Company Shares, and Buyer desires to purchase such Company Shares, on the
terms and conditions set forth herein; and  NOW, THEREFORE, in
consideration of the mutual representations, warranties, covenants and
agreements, and upon the terms and subject to the conditions hereinafter set
forth, the receipt and sufficiency of which is hereby acknowledged, the parties
do hereby agree as follows:  ARTICLE 1.DEFINITIONS  For all purposes of this Agreement, except as
otherwise expressly provided or unless the context otherwise requires:  Agreement has the meaning set forth in
the preamble.  Balance Sheet has the meaning set
forth in Section 3.5.  Basket has the meaning set forth in Section 9.4.  Benefit Arrangement
means any employment, consulting, severance or other similar contract,
arrangement or policy, practice and procedure, and each plan, arrangement
(written or oral), program, agreement or commitment providing for insurance
coverage (including without limitation any self-insured arrangements), workers
compensation, disability benefits, supplemental unemployment benefits, vacation
benefits, retirement benefits, life, health disability or accident benefits
(including without limitation any voluntary employees


beneficiary association as defined in Section 501(c)(9) of
the Code providing for the same or other benefits) or for deferred
compensation, profit-sharing bonuses, stock options, stock appreciation rights,
stock purchases or other forms of incentive compensation or post-retirement
insurance, compensation or benefits which (A) is not a Welfare Plan,
Pension Plan, or Multiemployer Plan, (B) is entered into, maintained,
contributed to or required to be contributed to, as the case may be, by Company
or any ERISA Affiliate or under which Company or any ERISA Affiliate may incur
any liabilities, and (C) covers any employee or former employee of Company
or any ERISA Affiliate (with respect to their relationship with such entities).  Brokers Obligations shall mean, with
respect to any Person, any obligation to a broker, finder, investment banker or
any other Person for brokerage or finders fees, commissions, success fees or
any similar payment and any other liability, claim, cost, expense or obligation
of such Person to any broker, finder, investment banker or any other Person.  Buyer has the meaning set forth in the
preamble.  Buyer Affiliates has the meaning set
forth in Section 9.2.  Cap has the meaning set forth in Section 9.4.  Claim Notice
has the meaning set forth in Section 9.1.  Closing has the meaning set forth in Section 2.3.  Closing Date has the meaning set forth
in Section 2.3.  Closing Balance Sheetmeans
the balance sheet of Company dated within two (2) Business Days of the
Closing Date.  CMI has the meaning set forth in the
preamble.  CMI Stock has the meaning set forth in
the preamble.  Code
means the Internal Revenue Code of 1986, as amended.  Company has the meaning set forth in
the preamble.  Company Affiliates has the meaning set
forth in Section 9.2.  Company Shares has the meaning set
forth in the preamble.  Company Stock has the meaning set
forth in the preamble.  Disclosure
Schedule means the schedule to be delivered by Company and
Shareholder to Buyer containing the information required to be included therein
pursuant to this Agreement.  Unless
otherwise specified, each reference in this Agreement to any numbered schedule
is a reference to that numbered section of the Disclosure Schedule.  EBI has the meaning set forth in the
preamble.  2


EBI Stock has the meaning set forth in
the preamble.  Elections has the meaning set forth in
Section 2.2.  Employee
Plans means all Benefit Arrangements, Multiemployer Plans, Pension
Plans and Welfare Plans.  Employment Agreement
means that certain Employment Agreement by and between Company and Shareholder
dated as of the Closing Date, substantially in the form of Exhibit A.  Environmental
Laws means all applicable federal, state, local or foreign laws,
statutes, ordinances, regulations, rules, judgments, orders and licenses with (i) regulate
or relate to the protection or remediation of the environment, the use,
treatment, storage, transportation, handling or disposal of Hazardous Substances,
the preservation or protection of waterways, groundwater, drinking water, air,
wildlife, plans or other natural resources, or the health and safety of persons
or property (but not including protection of the health and safety of
employees) or (ii) impose liability with respect to any of the foregoing,
including without limitation the Federal Water Pollution Control Act (33 U.S.C.
§ 1251 et seq.), Resource Conservation &
Recovery Act (42 U.S.C. § 6901 et seq.) (RCRA), Safe Drinking Water Act (21 U.S.C. § 349, 42 U.S.C.
§§ 201, 300), Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), Clean Air Act (42 U.S.C. § 7401 et seq.), Comprehensive Environmental Response, Compensation
and Liability Act (42 U.S.C. § 9601 et seq.) (CERCLA), or any other similar federal, state or local law
or foreign law of similar effect, each as amended.  ERISA
means the Employee Retirement Income Security Act of 1974, as amended.  ERISA
Affiliate means any entity which is (or at any relevant time was) a
member of a controlled group of corporations with or under common control
with Company as defined in Section 414(b) or (c) of the Code.  Facilities
means all current and former plans, offices, manufacturing facilities, stores,
warehouses, improvements, administration buildings and real property, whether
owned or leased, of Company.  Fraud Claims
has the meaning set forth in Section 9.1.  GAAP means
generally accepted accounting principles in effect from time to time in the
United States of America.  Hazardous Substance
means any quantity of asbestos in any form, formaldehyde, PCBs, radon gas,
crude oil or any fraction thereof, solvents, cutting oils, degreasers, machine
tool oils, all forms and natural gas, petroleum products, by-products or
wastes, any radioactive substance, any solid waste, any toxic, infectious,
reactive, corrosive, ignitable or flammable chemical or chemical compound and
any other hazardous substance, material or waste (as defined in or for purposes
of any Environmental Law) whether solid, semi-solid, liquid or gas, and any
other substance which is now subject to regulation or control under any
Environmental Law.  3


Holdback means
$100,000 of the Purchase Price to be held back by Buyer in order to satisfy any
claims of Buyer.  Holdback Termination Date
means the date eighteen (18) months from the Closing Date.  Indemnified Party has the meaning set
forth in Section 9.2.  Indemnifying Party has the meaning set
forth in Section 9.2.  Intellectual Property has the meaning
set forth in Section 3.12.  Knowledge means, with respect to any
Person making a representation to their knowledge (whether or not
capitalized) those facts and circumstances personally known by such Person and
shall be deemed to include such knowledge as a reasonably prudent person could
have obtained after making a reasonable due inquiry and investigation with
respect to the particular subject matter in question.  Liens has the meaning set forth in Section 2.1.  Loss or Losses
has the meaning set forth in Section 9.2.  Material Contracts has the meaning set
forth in Section 3.15.  Multiemployer
Plan means any Multiemployer Plan, as defined in Section 4001(a)(3) of
ERISA, (A) which Company or any ERISA Affiliate maintains, administers,
contributes to or is required to contribute to, or, after September 25,
1980, maintained, administered, contributed to or was required to contribute
to, or under which Company or any ERISA Affiliate may incur any liability and (B) which
covers any employee or former employee of Company or any ERISA Affiliate (with
respect to their relationship with such entities).  Non-Compete Period
has the meaning set forth in Section 8.1.  PBGC
means the Pension Benefit Guaranty Corporation.  Pension
Plan means any employee pension benefit plan as defined in Section 3(2) of
ERISA (other than a Multiemployer Plan (A) which Company or any ERISA
Affiliate maintains, administers, contributes to or is required to contribute
to, or, within the five years to the Closing Date, maintained, administered,
contributed to or was required to contribute to, or under which Company or any
ERISA Affiliate may incur any liability and (B) which covers any employee
or former employee of Company or any ERISA Affiliate (with respect to their
relationship with such entities).  Permits has
the meaning set forth in Section 3.24.  Permitted Liens
has the meaning set forth in Section 3.10.  4


Person
means an individual, corporation, company, partnership, joint venture, trust,
or unincorporated organization, or a government or any agency or political
subdivision thereof.  Purchase Price has the meaning set
forth in Section 2.2.  Recipients has
the meaning set forth in Section 8.2.  Release
means and includes any spilling, leaking, pumping, pouring, emitting, emptying,
discharging, injecting, escaping, leaching, dumping or disposing on, in or into
the environment of any Hazardous Substance.  Restricted Area shall mean the United
States of America, Europe, Canada and Mexico.  Restricted Business shall mean (i) any
business or operations of the type engaged in by Company prior to the date
hereof, including without limitation the design, manufacture, sourcing and sale
of optical products, including but not limited to, eyewear, reading glasses,
eye glasses and sunglasses and related accessories, but excluding the costume
jewelry business, and (ii) any business or operations Buyer or its
affiliates are actively engaged in or preparing to engage in at any time prior
to the termination of  Shareholders
employment with Buyer.  Shareholder has the meaning set forth
in the preamble.  Solicit has
the meaning set forth in Section 8.1.  Tax Returns has the meaning set forth
in Section 3.14.  Taxes has the meaning set forth in Section 3.14.  Welfare
Plan means any employee welfare benefit plan as defined in Section 3(1) of
ERISA, (A) which Company or any ERISA Affiliate maintains, administers,
contributes to or is required to contribute to, or under which Company or any
ERISA Affiliate may incur any liability and (B) which covers any employee
or former employee of Company or any ERISA Affiliate (with respect to their
relationship with such entities).  ARTICLE 2.PURCHASE OF THE COMPANY SHARES  Section 2.1Purchase and
Sale of Company Shares.  Subject to the terms and conditions of this Agreement, at the Closing,
Shareholder shall sell, assign, transfer and deliver or cause to be sold,
assigned, transferred and delivered to Buyer, and Buyer shall purchase and
accept, all right, title and interest in and to the Company Shares, free and
clear of all liens, pledges, security interests, claims, charges, options,
preemptive rights or other encumbrances of any kind or nature whatsoever
(collectively, Liens), which shall comprise all
of the outstanding equity securities of Company.  In consideration of the sale of the Company
Shares to Buyer, at the Closing, Buyer agrees to pay to Shareholder the
Purchase Price in accordance with Section 2.2.  5


Section 2.2Purchase Price; 338(h)(10) Election; Purchase Price Allocation.  At or prior to the Closing, Buyer shall deliver the purchase price of
ONE MILLION FOUR HUNDRED AND FIFTY THOUSAND DOLLARS ($1,450,000) (the Purchase Price), and payable as set forth inSection 6.4.  In the event that Buyer requests, Shareholder and Buyer shall jointly
make the election provided for by Section 338(h)(10) of the Code and
Treasury Regulations Section 1.338(h)(10)-1 and if available any
comparable election under state or local law (collectively, the Elections), with such Elections being made promptly after
the Closing Date.  As soon as practicable
after each such Election, Shareholder and Buyer shall mutually prepare a Form 8023,
with all attachments and shall cooperate with each other to take all actions
necessary and appropriate (including filing additional forms, returns,
elections, schedules, and other necessary documents) as may be required to
effect and preserve timely Elections in accordance with the provisions of
Treasury Regulation Section 1.338(h)(10)-1 (or any comparable provisions
of state or local tax law) or any successor provisions.  The Purchase Price shall be allocated for tax
reporting purposes as set forth on Exhibit B,
to which allocation both parties shall be bound.  In the event of an Election, Buyer shall pay
Shareholder an amount equal to the additional tax obligation to be incurred by
Shareholder as a result of such Election.  Section 2.3Closing.  The closing (the Closing) of
the transactions contemplated by this Agreement will take place remotely via
facsimile, email and wire transfer at the offices of Reavis Cianciolo LLC, 55
Dorrance Street, Suite 200, Providence, Rhode Island 02903 after the
satisfaction or waiver of the conditions set forth in ARTICLE 6
and ARTICLE 7 hereof but no later than October 28,
2009 (the Closing Date).  Section 2.4Closing Deliveries.  (a)Company Deliverables.  At the Closing,
Company shall deliver to Buyer the following:  (i)the
original minute book of Company and all stock transfer books, stock ledgers and
blank certificates for shares of Company Stock;  (ii)documents
reasonably satisfactory to Buyer evidencing the resignations of all of the
directors and officers of Company, such resignations to be effective as of the
Closing;  (iii)pay-off
letters for the JPMorgan Chase bank loan, the Sterling National Bank loan and
the Shareholder loan, along with any releases, lien discharges and any other
documents reasonably requested by Buyer reflecting the full satisfaction and
release of any encumbrances against any of the Shares or against any asset,
property or right of Company;  (iv)the
consents pursuant to Section 7.6;  6


(v)evidence
satisfactory to Buyer that all Intellectual Property has been properly assigned
to Company, and that such assignments are filed and accepted by the United
States Patent and Trademark Office;  (vi)the
Closing Balance Sheet certified by Company and Shareholder;  (vii)the
certificate of Shareholder substantially in the form of Exhibit C on behalf of herself and Company
certifying that all of the representations and warranties of Company and
Shareholder are true and correct in all respects as of the Closing Date;  (viii)either
(A) a properly executed statement satisfying the requirements of Treasury
Regulation Sections 1.897-2(h) and 1.1445-2(c)(3) in a form
reasonably acceptable to Buyer or (B) caused Shareholder to have executed
and delivered to Buyer certificates of non-foreign status satisfying the
requirements of Treasury Regulations Section 1.1445-2(b) in a form
reasonably acceptable to Buyer;  (ix)the
certificate of the Secretary of Company substantially in the form of Exhibit D;  (x)(A) Shareholder
shall have entered into and delivered to Buyer a General Release, and (B) Shareholder,
Alison Lomasky and Jessica Dworkin shall have entered into and delivered to
Buyer a Proprietary Rights Agreement; each in form and substance approved of by
Buyer;  (xi)evidence
of receipt of any necessary or appropriate consents to the transactions
contemplated hereby of any third party which consent is required in connection
with the transactions contemplated by this Agreement;  (xii)evidence
of filing a request for certificates of good standing of Company issued by the
New York Secretary of State, the New York Department of Taxation and Finance
and the secretary of state and tax authority of any other state or commonwealth
in which Company is qualified to conduct business; and  (xiii)such
certificates, instruments and other documents related to the consummation of
the transactions contemplated hereby as may be reasonably requested by Buyer or
its counsel.  (b)Shareholder Deliverables.  At the Closing, Shareholder shall deliver to
Buyer the following:  (i)the
certificates representing the Company Shares owned by Shareholder, duly
endorsed in blank or accompanied by stock transfer powers in proper form duly
endorsed in blank with all requisite stock transfer taxes paid and stamps
affixed (or affidavits of lost certificate in form and substance reasonably
acceptable to Buyer);  (ii)a
duly executed IRS Form W-9;  (iii)Shareholder
shall have secured a Confirmation of Spouse in form and substance approved by
Buyer;  7


(iv)such
certificates and other documents related to the consummation of the
transactions contemplated hereby as may be reasonably requested by Buyer; and  (v)the
Employment Agreement, executed by Shareholder.  (c)Buyer Deliverables.  At Closing, Buyer shall deliver to Shareholder the following:  (i)the
Purchase Price in the manner set forth in Section 6.4;
and  (ii)the
Employment Agreement executed by Company.  Section 2.5Further Assurances.  After the Closing, Shareholder shall from time to time, at the request
of Buyer and without further cost or expense to Buyer, (i) execute and
deliver such other instruments of conveyance and transfer and take such other actions
as Buyer may reasonably request  in order
to effectuate the purchase of the Company Stock from Shareholder and the other
transactions contemplated hereby and (ii) cooperate fully, as and to the
extent reasonably requested by Buyer, in connection with any indemnification or
other claim related to this Agreement.  ARTICLE 3.REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER AND COMPANY  Company and Shareholder, jointly and
severally represent and warrant to Buyer as follows:  Section 3.1Corporate Organization; Etc.  Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of New York
and has full corporate power and authority to carry on its business as it is
now being conducted and to own, operate and lease the properties and assets it
now owns, operates or leases; neither the location of its property or the
conduct of its business requires company to be qualified to do business as a
foreign corporation in any other state, except where such failure to qualify
would not have a material adverse effect on the assets or business of
Company.  The copies of the
certificates/articles of incorporation and by-laws and all amendments thereto
of Company, and the copies of the minutes, resolutions and consents of the Shareholder
heretofore delivered to Buyer are true, complete and correct copies of such
instruments, documents and resolutions as presently in effect.  Section 3.2Capitalization of Company.  As of the date of this Agreement, the authorized capital stock of Company
consists solely of the Company Stock. 
All issued and outstanding shares of capital stock of Company are
validly issued, fully paid and nonassessable. 
Except for the Company Shares and this Agreement, there are no
outstanding (a) securities convertible into or exchangeable for Companys
capital stock; (b) options, warrants or other rights to purchase or
subscribe to capital  8


stock of Company or securities convertible into or exchangeable for
capital stock of Company; (c) contracts, commitments, agreements,
understandings or arrangements of any kind relating to the issuance of any
capital stock of Company, any such convertible or exchangeable securities or
any such options, warrants or rights; or (d) liability for dividends
accrued or declared and unpaid by Company.  Section 3.3Subsidiaries; Acquisitions.  Company has no subsidiaries, is not the successor by merger or by
operation of law to any other entity and has not acquired all or substantially all
of the assets of any other entity.  Section 3.4Authorization; No Conflicts.  (a)Authority  Company has full corporate power and authority necessary to enter into
this Agreement and to carry out the transactions contemplated hereby.  Shareholder has taken all action required by
law, Companys articles of incorporation, its by-laws or otherwise to be taken
by them to authorize the execution, delivery and performance of this Agreement
by Company and each other agreement, document and instrument to be executed and
delivered by Company pursuant hereto and the consummation of the transactions
contemplated hereby and thereby.  This
Agreement has been duly executed and delivered by Company, and this Agreement
and each agreement, document and instrument to be executed by Company and
Shareholder pursuant to this Agreement, constitute, or when executed and
delivered will constitute, a legal, valid and binding obligation of such party
enforceable against it in accordance with their respective terms except that (i) such
enforcement may be subject to bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect relating to
creditors rights and (ii) the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any proceeding
therefor may be brought.  (b)Required Consents  Except as set forth in Section 3.4of the Disclosure Schedule,
neither the execution and delivery of this Agreement and each other agreement,
document and instrument referred to in Section 3.4(a),
nor the consummation of the transactions contemplated hereby or thereby will
violate any provision of the articles or certificate of incorporation or
by-laws or other organizational documents of Company, or to the knowledge of
Company and Shareholder, be in conflict with, or constitute a default (or an
event which, with notice or lapse of time or both, would constitute a default)
under or result in the termination of, or accelerate the performance required
by, or cause the acceleration of the maturity of any debt or obligation
pursuant to, or result in the creation or imposition of any security interest,
lien or other encumbrance upon any property or assets of Company under any
agreement or commitment to which Company is a party or by which Company is
bound, or to which the property of Company is subject, or violate any statute
or law or any judgment, decree, order, regulation or rule of any court or
governmental authority applicable to Company.  9


Section 3.5Financial Statements.  Company has heretofore delivered to Buyer:  (i) a balance sheet of Company as at December 31
in each of the years 2007 and 2008; and statements of income, changes in
shareholders equity (deficit) and cash flows for each of the years then ended,
all compiledby Bonamassa, Maietta &
Cartelli LLP, whose reports thereon are included therein; and (ii) an
unaudited balance sheet of Company as of June 30, 2009 (the Balance Sheet), which statements Buyer hereby acknowledges
receipt, and unaudited consolidated statements of income, shareholders equity
(deficit) and cash flows for the 6-month period then-ended.  Such consolidated balance sheets and the
notes thereto have been prepared from and in accordance with Companys books and
records, fairly present the consolidated assets, liabilities and financial
condition of Company as at the respective dates thereof, and such consolidated
statements of income, changes in shareholders equity (deficit) and cash flows
and the notes thereto fairly present, in all material respects, the results of
operations for the period therein referred to; all in accordance with GAAP
consistently applied throughout the periods involved except, in the  case of unaudited statements, which were
prepared only for use as internal, interim financial statements, and lack
footnote and other presentation requirements required by GAAP and are subject
to normal year-end adjustments.  Section 3.6No Undisclosed Liabilities; Etc.  Except as set forth in Section 3.6 of the Disclosure Schedule,
as of the date hereof, Company has no liabilities or obligations of any nature
(absolute, accrued, contingent or otherwise), and there is no existing
condition, situation or set of circumstances which could reasonably be expected
to result in such a liability or obligation, not otherwise disclosed herein
which are not reflected or reserved against the Balance Sheet, which, in
accordance with GAAP, should have been shown or reflected in the Balance Sheet,
and which, individually or in the aggregate, would be material.  There is no probable or reasonably possible
loss contingency (as such term is defined in the Statement of Financial
Accounting Standards No. 5) that is not reflected in the Balance Sheet.  Section 3.7Accounts Receivable; Accounts Payable.  Section 3.7 of the Disclosure Schedule,
sets forth a true, accurate and complete list as of the Closing Date of Companys
accounts receivable, identifying the respective account debtor for each such
account and including the aging thereof. 
All accounts receivable of Company (including factored accounts),
whether reflected in the Balance Sheet or otherwise, constitute valid and
enforceable claims arising from bona fide transactions in the ordinary course
of Companys business, and there are no known or asserted defenses, claims,
returns, allowances, credits, refusals to pay or other set-off against any such
accounts receivable (collectively, Deductions),
except for (i) Deductions and other charge backs in the ordinary course of
business, or (ii) as indicated on Companys books and records provided to
Buyer.  Except as set forth in Section 3.7
of the Disclosure Schedule, since June 30, 2009, (i) the
collections of the accounts receivable by Company has been pursued in the
ordinary course of business and consistent with past business practices, and (ii) there
has been no sale or other disposition to a third party of any accounts
receivable by Company.  All of the
accounts payable of Company  10


arose in the ordinary course of business and constitute valid business
expenses and no portion thereof constitutes a personal or non-business expense.  Section 3.8Inventory.  Except as otherwise set forth in Section 3.8 of the Disclosure
Schedule, (i) all of the inventories of Company, whether reflected on
the Balance Sheet or otherwise, consist of a quality or quantity usable and
salable in the ordinary and usual course of business, except for items of
obsolete materials and materials of below-standard quality and shrinkage, all
of which have been written off or written down to fair market value; (ii) all
inventories not written off have been properly priced at the lower of cost or
market in accordance with GAAP consistently applied; (iii) the quantities
of each type of inventory (excluding raw materials and work-in-process) are not
excessive or slow moving, but are reasonable and warranted in the present
circumstances of Company; and (iv) all inventories are free of any
material defect or other material deficiency in design, material and
workmanship and is usable and suitable for its intended purpose in the ordinary
course of business.  Section 3.8
of the Disclosure Schedule sets forth the true, accurate and complete list
of the inventory of Company as of the Closing Date and the name and address of
each location of such inventory (wherever located) and the type and amount of
such inventory.  Section 3.9Absence of Certain Changes.  Except as set forth on Section 3.9 of the Disclosure Schedule,
since December 31, 2008, (a) Company has conducted its business in
the ordinary course of business consistent with past practice, including
without limitation, collection of accounts receivable, payment of accounts
payable, advertising, marketing, maintenance, repair and replacement of any of
the Assets, compliance with local, state and federal licensing requirements,
number of employees, services provided, pricing, maintaining appropriate
inventory and supplies, and any other matter related to the day-to-day
operation of Companys business and (b) there has not been any material
adverse change in the business or property of Company.  Without limiting
the generality of the foregoing, except as and to the extent set forth in the
Balance Sheet or in Section 3.9 of the Disclosure Schedule, since December 31,
2008, Company has not:  (a)suffered any material
adverse change in its working capital, condition (financial or otherwise),
assets, liabilities (absolute, accrued, contingent or otherwise), reserves,
properties, prospects, business or operations, including, but not limited to,
any damage, destruction or loss, whether or not covered by insurance, with
respect to the property and assets of Company having a replacement cost of more
than $500 for any single loss or $2,500 for all such losses;  (b)incurred any
liabilities or commitments or obligations including commitments to make capital
expenditures, except for items which were incurred in the ordinary course of
business, none of which in the singular or aggregate exceeds $5,000 (counting
all periodic installments or payments under any lease or other agreement
providing for periodic installments or payments, as a single obligation or
liability), or increased, or experienced any change in any assumptions underlying
or methods of calculating, any bad debt, contingency or other reserves;  11


(c)entered into,
extended, materially modified, terminated or renewed any contract, lease,
license, permit or commitment, except in the ordinary course of business and on
terms no less favorable to Company than previously existed, or  made purchases of raw materials or supplies,
or sold or purchased any assets except for:  (i)contracts
or commitments for the purchase of, and purchases of, raw material or supplies,
made in the ordinary course of business and consistent with past practice,  (ii)normal
contracts or commitments for the sale of, and normal sales of, inventory in the
ordinary course of business and consistent with past practice, and  (iii)other
contracts, commitments, purchases or sales (other than of inventory) in the
ordinary course of business and consistent with past practice, the value of
which does not exceed $5,000;  (d)made or committed to
make any capital expenditures or capital additions or betterments in excess of
$2,500 individually or $5,000 in the aggregate;  (e)paid, discharged or
satisfied any claim, liabilities or obligations other than the payment,
discharge or satisfaction, in the ordinary course of business and consistent
with past practice, of liabilities and obligations reflected or reserved
against in the Balance Sheet or incurred in the ordinary course of business
since the date of the Balance Sheet;  (f)failed to pay or
satisfy its uncontested accounts payable, debts, obligations and other
liabilities for a period of ninety (90) days after invoice receipt or otherwise
failed to pay payables in the ordinary course of business and consistent with
past practice;  (g)permitted or allowed
any of its property or assets (real, personal or mixed, tangible or intangible)
to be subjected to any mortgage, pledge, lien, security interest, encumbrance,
restriction or charge of any kind, except for Permitted Liens (as defined in Section 3.10).  (h)written down or up the
value of any inventory (including write-downs by reason of shrinkage or
mark-down) or written off as uncollectible any notes or accounts receivable,
except for immaterial write-downs and write-offs in the ordinary course of
business and consistent with past practice;  (i)made or rescinded
any election relating to taxes, settled or compromised any action, audit or
controversy relating to taxes, or except as may be required by applicable law,
made any change to any of its methods of reporting income or deductions for
federal income tax purposes from its filed federal income tax return for the
period ending December 31, 2008, a copy of which has been provided to
Buyer;  (j)canceled any debts
or waived any claims or rights of material value;  (k)disposed of or
permitted to lapse any rights to the use of any of the Intellectual Property
(as defined in Section 3.12), or disposed of
or disclosed (except as  12


necessary in the conduct of its business) to any person other than
representatives of Buyer any trade secret, formula, process or know-how not
theretofore a matter of public knowledge;  (l)offered, granted
or otherwise committed to make any increase in the compensation or fringe
benefits, payable or to become payable, of those directors, officers or
salaried employees (including any such increase pursuant to any bonus, pension,
profit sharing or other plan or commitment) or make any bonus, severance,
vacation, salary continuation for disability, sick leave, deferred
compensation, bonus or termination or similar payments to, or establish, adopt
or amend any employee retirement or benefit plan or program; or entered into
any collective bargaining agreement, service or termination agreement;  (m)declared, set aside or
paid any dividends or made any other form of capital distribution affecting its
equity, or paid or incurred directors fees;  (n)made any change in any
method of accounting, tax reporting or accounting practice;  (o)paid, loaned or advance
any amount to, or sold, transferred or leased any properties or assets (real,
personal or mixed, tangible or intangible) to, or entered into any agreement or
arrangement with, any Person or paid any fees or expenses (except for
reimbursement of employee business expenses in the ordinary course of business
in accordance with past practice) to any of its officers or directors or any
affiliate or associate of any of its officers or directors except for
compensation to directors and officers at rates not exceeding the rates of
compensation paid during the fiscal year to Company ended December 31,
2008;  (p)failed to comply in
any material respects with any laws applicable to the conduct of Companys
business; or  (q)agreed, whether in
writing or otherwise, to take any action prohibited by this Section 3.9.  Section 3.10Title to Properties; Encumbrances.  Company does not own any real property.  Company has good, valid and marketable title
to all personal properties and assets which it purports to own (tangible and
intangible), including, without limitation, (i) all the properties and
assets reflected in the Balance Sheet (except for inventory and obsolete
equipment sold since the date of the Balance Sheet in the ordinary course of
business and consistent with past practice), (ii) any such personal
property in the possession of third parties, and (iii) all the properties
and assets purchased by Company since the date of the Balance Sheet, which
subsequently acquired properties and assets (other than inventory) are
disclosed in Section 3.10 of the Disclosure Schedule (other than
immaterial properties and assets acquired in the ordinary course of business),
except in each case for (x) liens for taxes which are not material in
amount and which are not yet due and payable or which are being contested in
good faith with the appropriate taxing authorities, and (y) statutory,
common law, builder, mechanic, warehouseman, materialmen, contractor, workmen,
repairmen, carrier or other liens which do not interfere with the use by
Company of the assets relating to the business of Company (collectively,Permitted Liens).  Except as set forth in Section 3.10
of the Disclosure Schedule, all such properties and assets are free and
clear of all title defects or  13


objections, Liens, including, without limitation leases (except as set
forth in Section 3.13 of the Disclosure Schedule), chattel
mortgages, deed of trusts, conditional sales contracts, collateral security
arrangements, environmental liens, including environmental land use
restrictions, and other title or interest retention arrangements, reservations
or limitations of any nature whatsoever or other right of third parities,
whether voluntarily incurred or arising by operation of law, including without
limitation, any agreement to give any of the foregoing in the future and any
contingent sale or other title retention agreement, except in each case (i) with
respect to all such properties and assets, liens securing specified liabilities
or obligations shown on the Balance Sheet, and (ii) for Permitted
Liens.  The rights, properties and other
assets presently owned, leased or licensed by Company and described elsewhere
in this Agreement include all rights, properties and other assets necessary to
permit Company to conduct its business in all material respects in the same
manner as its business has been conducted prior to the Closing Date.  All of the properties and assets of Company are
maintained and operated in conformity with all applicable laws, ordinances, and
regulations relating thereto currently in effect, except where such
nonconformity would not have a material adverse effect on the business or
operations of Company.  All of the
properties and assets of Company set forth in Section 3.10 of the
Disclosure Schedule, together with all of the personal property leased by
Company set forth in Section 3.13 of the Disclosure Schedule,
constitutes all of the personal property necessary for conducting the business
of Company as presently conducted.  All
personal property owned by Company but in possession of a Person other than
Company is as set forth in Section 3.10 of the Disclosure Schedule.  Section 3.10 of the Disclosure
Schedule sets forth a list of personal items owned by Shareholder that are
not assets or properties of Company.  Section 3.11Equipment.  Section 3.11 of the Disclosure Schedule
sets forth the true, accurate and complete list of the equipment of Company as
of the Closing Date and address of each location of such equipment (wherever
located).  Except as set forth in Section 3.11
of the Disclosure Schedule, the equipment listed on Section 3.11 of
the Disclosure Schedule is in good operating condition and repair and is
adequate for the uses to which it is being put and except as set forth on Section 3.11
of the Disclosure Schedule no equipment is in need of maintenance or
repairs except for ordinary, routine maintenance and repair which are not
material in nature or cost.  Section 3.12Patents, Trademarks, Trade Names, Etc.  Company owns, or is licensed or otherwise has
the right to use, all patents, trademarks, trade names, copyrights, domain
names, technology, know-how and process used in or necessary for the conduct of
the business as heretofore conducted by it (the Intellectual
Property).  Section 3.12
of the Disclosure Schedule lists (a) all patents and patent
applications and all registrations and applications for registration of
trademarks, trade names and copyrights used or proposed to be used by Company,
including, with respect to each such trademark, a list of each jurisdiction in
which such trademark is registered or in which applications for registration
have been filed, any opposition filed and pending, the status of such
registrations, oppositions and expiration dates, and a listing of all written
licenses and other agreements relating thereto and (b) a listing of all
written agreements relating to technology, know-how or processes which Company
is licensed or authorized to use by others. 
Except as set forth in Section 3.12 of the Disclosure Schedule,
Company has the sole and exclusive right to use the Intellectual Property,  14


and the consummation of the transactions contemplated hereby will not
alter or impair any such rights.  No
claims have been asserted by any person relating to the use of any such
Intellectual Property or challenging or questioning the validity or
effectiveness of any such license or agreement relating to the use of the
Intellectual Property, and Company does not know of any valid basis for an such
claim; and to the knowledge of Company and Shareholder, the use of the of any
such Intellectual Property or challenging or questioning the validity or
effectiveness of any such license or agreement relating to the use of the
Intellectual Property, and Company does not know of any valid basis for any
such claim; and to the knowledge of Company and Shareholder, the use of the
Intellectual Property by Company does not infringe on the rights of any
person.  No royalties or fees are payable
by Company to any Person by reason of the ownership or use of any of the
Intellectual Property.  Company is not
currently using and it will not be necessary for Company to use any
Intellectual Property of any of its employees, officers or consultants
developed, invented or made prior to their employment or retention by Company
except for any such Intellectual Property that had been previously assigned to
Company.  No present or former employee, officer or consultant of Company
owns or has any proprietary interest in any Intellectual Property which Company
owns or possesses and is now, or was heretofor, used in the conduct of Companys
business.  The Intellectual Property 
is in good standing and no such Intellectual Property has expired and no
rights have been lost with respect thereto.  Section 3.13Leases.  Section 3.13 of the Disclosure Schedule
sets forth a true and complete list of all leases and subleases pursuant to
which Company leases (as lessor, lessee, sublessor, sublessee, licensor or
licensee) real property, and all material leases and subleases pursuant to
which Company leases (as lessor, lessee, sublessor, sublessee, licensor or
licensee) personal property, copies of which have previously been delivered to
Buyer.  Except as set forth in Section 3.13
of the Disclosure Schedule, all such leases are valid, binding, in full
force and effect and enforceable in accordance with their respective terms
(except to the extent that such enforceability may be limited by bankruptcy,
insolvency, moratorium, reorganization and other laws affecting the enforcement
of creditors rights generally and general principals of equity);  all accrued and currently payable rents and
other payments required thereunder have been paid; Company enjoys peaceful and
undisturbed possession under each lease to which it is a party and there are no
existing material defaults by Company and, to the knowledge of Company and
Shareholder, no event has occurred which (whether with or without notice, lapse
of time or the happening or occurrence of any other event) would constitute a
material default thereunder, and; none of the rights of Company under any such
lease will be subject to termination or modification (nor will any Person have the
right to accelerate the performance of Company under any lease), and no consent
or approval of any third party is required under any lease as a result of the
transactions contemplated by this Agreement.  Section 3.14Taxes.  (a)Company has timely filed (determined without
regard to extensions) all tax reports and returns required to be filed by it (Tax Returns).  All
such Tax Returns were true, complete and correct in all material respects.  No such tax Returns contain a disclosure
statement  15


under former Section 6661 of the Code or current Section 6662
of the Code (or any similar provision of state, local or foreign tax law).  (b)Company has duly withheld and paid all taxes,
levies, duties, tariffs and governmental impositions and other charges of any
kind in the nature of taxes (Taxes),
required to be withheld and paid by it (whether or not shown on any tax
return), including but not limited to all required estimated tax payments
sufficient to avoid any underpayment penalties, or claimed to be due from it by
federal, state, local or foreign taxing authorities (including, without
limitation, those due in respect of the properties, income, franchises,
licenses, sales or payrolls of any of them and in connection with amounts paid
or owing to any employee, independent contractor, creditor, shareholder or
other third party).  (c)The reserves for Taxes reflected in the
Balance Sheet are adequate; there are no tax liens upon any property or assets
of Company except liens for current Taxes not yet due or which are being
contested in good faith with the appropriate taxing authorities as disclosed in
Section 3.14 of the Disclosure Schedule.  (d)Company is not currently the beneficiary of
any extension of time within which to file any Tax Return, nor has Company
waived any statute of limitation with respect to any Taxes or agreed to any
extension of time with respect to any Taxes assessment or deficiency.  (e)Company is not subject to, nor has applied
for, any private letter ruling of the Internal Revenue Service or comparable
rulings of any taxing authority.  Except
as set forth onSection 3.14 of the Disclosure Schedule, Company
nor any other Person on its behalf has granted to any Person any power of
attorney that is currently in force with respect to any Taxes matter.  (f)Company has not made any changes to its
accounting or tax reporting principles, methods or policies.  (g)Company has not made or rescinded any election
relating to Taxes, settled or compromised any action, audit or controversy
relating to Taxes, or except as may be required by applicable law, made any
change to any of its methods of reporting income or deductions for federal
income tax purposes from its filed federal income Tax Return for the period
ending December 31, 2008, a copy of which has been provided to Buyer;  (h)Company will not be required to include any
item of income in, or exclude any item of deduction from, taxable income for
any taxable period (or portion thereof) ending after the Closing Date as a
result of any (A) change in method of accounting for a taxable period
ending on or prior to the Closing Date, (B) closing agreement as
described in Section 7121 of the Code (or any corresponding or similar
provision of state, local or non-U.S. Tax law) executed on or prior to the
Closing Date, (C) intercompany transaction or excess loss account
described in United States Treasury Regulations under Section 1502 of the
Code (or any corresponding or similar provision of state, local, or non-U.S.
Tax law), (D) installment sale or open transaction made on or prior to the
Closing Date, or (E) prepaid amount received on or prior to the Closing
Date.  (i)Company is not a party to any agreement,
contract, arrangement or plan that has resulted or would result, separately or
in the aggregate, in the payment of any excess  16


parachute payments within the meaning of Section 280G of the Code
(without regard to the exceptions set forth in Sections 280G(b)(4) and
280G(b)(5)(A)(ii) of the Code) as a result of the Contemplated
Transactions.  None of the shares of outstanding capital stock of Company
is subject to a substantial risk of forfeiture within the meaning of Section 83
of the Code.  No portion of the Final Purchase Price is subject to the Tax
withholding provisions of Section 3406 of the Code, or of Subchapter A of
Chapter 3 of the Code or of any other provision of Law.  (j)Company is not a party to or member of any
joint venture, partnership, limited liability company or other arrangement or
contract which could be treated as a partnership for federal income tax
purposes.  Company has never filed a consent pursuant to Section 341(f) of
the Code, relating to collapsible corporations and Section 341(f)(2) does
not apply to any of Companys assets.  Company is not a U.S. real property
holding company (as defined in Section 897(c)(2) of the Code) during
the applicable period specified in Section 897(c)(1)(A)(ii), of the Code.  (k)Company is not constituted either as a distributing
corporation or a controlled corporation (within the meaning of Section 355(a)(1)(A) of
the Code) in a distribution of stock qualifying for tax-free treatment under Section 355
of the Code (A) in the two (2) years prior to the date of this
Agreement or (B) in a distribution which could otherwise constitute part
of a plan or series of related transactions (within the meaning of Section 355(e) of
the Code) in conjunction with the transactions contemplated herein.  (l)Company has no net operating losses or
other tax attributes presently subject to limitation under Sections 382, 383 or
384 of the Code, or the federal consolidated return regulations (other than
limitations imposed as a result of the Contemplated Transactions). 
Company has not made or agreed to make any adjustment under Section 481(a) of
the Code (or any corresponding provision of state, local or foreign Tax Law) by
reason of a change in accounting method or otherwise.  (m)Company does not owns, directly or indirectly,
any interests in an entity that has been or would be treated as a passive
foreign investment company within the meaning of Section 1297 of the Code
or as a controlled foreign corporation within the meaning of Section 957
of the Code.  Company has never been a personal holding company within
the meaning of Section 542 of the Code.  (n)Company is not a party to any tax sharing
agreement or similar arrangement (including, but not limited to, an
indemnification agreement or arrangement).  Company has never been a
member of a group filing a consolidated federal income Tax Return or a
combined, consolidated, unitary or other affiliated group Tax Return for state,
local or foreign tax purposes (other than a group the common parent of which is
Company).  Company has no liability for the Taxes of any Person (other
than Company) under Treasury Regulation Section 1.1502-6 (or any
corresponding provision of state, local or foreign Tax law), or as a transferee
or successor, or by contract, or otherwise.  (o)Company has not (i) participated or
engaged in any transaction, or taken any Tax Return position, described in
Treasury Regulation Section 301.6111-2(b)(2) (or any corresponding or
similar provision of state, local or non-U.S. Tax law) or (ii) participated
or  17


engaged in any reportable transaction within the meaning of Treasury
Regulation Section 1.6011-4 (or any corresponding or similar provision of
state, local or non-U.S. Tax law).  (p)No claim has ever been made by a Tax Authority
in a jurisdiction where Company does not file Tax Returns that Company is or
may be subject to taxation in that jurisdiction.  Company does not and has
never had a permanent establishment or other taxable presence in any foreign
country, as determined pursuant to applicable foreign law and any applicable
tax treaty or convention between the United States and such foreign country.  (q)None of the Tax Returns filed by Company or
Taxes paid or payable by Company have been the subject of an audit, action,
suit, proceeding, claim, examination, deficiency or assessment by any taxing
authority, and no such audit, action, suit, proceeding, claim, examination,
deficiency or assessment is currently pending or, to the knowledge of Company
and Shareholder, threatened.  (r)Company has not altered or amended, or
sought to alter or amend Companys S Corporation status or taken any action
or omitted to take any action which would cause the termination of such status.  Section 3.15Material Contracts.  (a)Company has provided
or made available to Buyer (1) true and complete copies of all material
contracts and agreements relating to the business of Company, including but not
limited to, (i)  all employment, termination, severance, collective
bargaining, retention, change in control, compensation and bonus contracts and
plans, and all contracts and plans providing for stock options or stock
purchases, stock appreciation rights, pensions, severance payments, deferred or
incentive compensation, retirement payments or profit sharing, or other similar
employee benefits with any current or (to the extent Company has ongoing
obligations under such contracts) former employee, officer, director,
shareholder or consultant of Company, (ii) all contracts for the
engagement of any consultant or independent contractor which require payments
in excess of $25,000 over the next 12 months, (iii) all contracts with
customers involving annual payments in excess of $25,000, (iv) all
contracts for the future purchase of materials or supplies having a remaining
obligation as of the date of this Agreement in excess of $25,000, (v) all
notes, bonds, indentures and other instruments and agreements evidencing,
creating or otherwise relating to debt obligations of Company and guarantees of
obligations of any other Person (other than guarantees by way of endorsement or
negotiable instruments in the ordinary course of business); (vi)  all
contracts for capital expenditures under which Company as of the date of this
Agreement has remaining obligations in excess of $50,000 each; (vii) any
contracts containing covenants not to compete (A) binding on Company, (B) restricting
other Persons for the benefit of Company or (C) which otherwise restrict
competition granted by Company in favor of a third party; (viii) contracts
under which Company is obligated to indemnify any Person other than agreements
entered into in the ordinary course of business, (ix) contracts to loan
money or extend credit to any other Person, (x) contracts involving
sharing of profits, losses, business or opportunities with any Person
(including, without limitation, joint ventures), (xi) contracts relating to the
settlement or compromise of any actions or orders, and (xii) contracts relating
to the acquisition, sale, disposition or transfer of any of the assets or stock
of Company or any other Person (whether by way of merger or otherwise) other
than in the  18


ordinary course of business (collectively, Material
Contracts) each of which is included on Section 3.15 of the
Disclosure Schedule, or (2) with respect to such Material Contracts
that have not been reduced to writing, a written description thereof, each of
which is listed on Section 3.15 of the Disclosure Schedule.  Neither Company nor Shareholder is, nor has
either received any notice or has any knowledge that any other party is, in
default in any respect under any such Material Contract; and to the knowledge
of Company and Shareholder, there has not occurred any event that, with the
lapse of time or the giving of notice or both, would constitute a default under
any Material Contract.  Each of the
Material Contracts is in full force and effect and constitutes a valid and
binding obligation of Company, and, to the knowledge of Company and
Shareholder, the other party thereto, and each such Material Contract is
enforceable in accordance with its terms except to the extent that
enforceability may be limited by bankruptcy, insolvency, moratorium,
reorganization and other laws affecting the enforcement of creditors rights
generally and by general principles of equity.  (b)In addition, except as
set forth in Section 3.15 of the Disclosure Schedule:  (i)Company
has no outstanding contracts with officers, employees, agents, consultants,
advisors, salesmen, sales representatives, distributors or dealers that are not
cancelable by it on notice of not longer than 30 days without liability,
penalty or premium or any agreement or arrangement providing for the payment of
any bonus or commission based on sales or earnings;  (ii)Company
has no employment agreements, or any other agreements, understandings or
commitments that contain any severance liabilities or obligations;  (iii)Company
has no collective bargaining or union contracts or agreements;  (iv)Company
is not restricted by agreement from carrying on its business anywhere it is
presently conducting business;  (v)Company
is not under any liability or
obligation with respect to the return of inventory or merchandise in the
possession of wholesalers, distributors, retailers or its customers
other than in the ordinary course of business consistent with past practice;  (vi)Company
has not guaranteed the obligations of others in writing or, to the knowledge of
Company and Shareholder, orally; and  (vii)Company
has no power of attorney outstanding or any obligations or liabilities (whether
absolute, accrued, contingent or otherwise) evidenced in writing or, to the knowledge
of Company and Shareholder, given or incurred orally, as guarantor, surety,
co-signer, endorser, co-maker, indemnitor or otherwise in respect of the
obligation of any person, corporation, partnership, joint venture, association,
organization or other entity.  Section 3.16Customers and Suppliers.  Section 3.16 of the Disclosure Schedule
sets forth: (a) a complete and accurate list of the names of the 10
largest customers of Company (on a consolidated basis), in terms of sales
during  19


fiscal 2007 and 2008, the 20 largest customers for the 6-month period
ended June 30, 2009, showing the approximate total sales by Company to
each such customer during such periods; and (b) a complete and accurate
list of the 10 largest suppliers of Company (on a consolidated basis) in terms
of purchases by Company during fiscal 2007 and 2008 and the 10 largest
suppliers for the 6-month period ended June 30, 2009, showing the
approximate total purchases by Company from each such supplier during such
periods.  Except to the extent set forth
in Section 3.16 of the Disclosure Schedule, there has not been any
material adverse change in the business relationship of Company with any
customer or supplier named in Section 3.16 of the Disclosure Schedule.  Section 3.17Orders, Commitments and Returns.  (a)Accepted and
Unfulfilled Orders.  Section 3.17
of the Disclosure Schedule sets forth the aggregate amounts of all (i) accepted
and unfulfilled written and confirmed orders for the sale of merchandise
entered into by Company as of the date hereof, and (ii) unwritten or
unconfirmed orders for sale of merchandise in an aggregate amount greater than
$75,000.  (b)Open
Purchase Orders.  Section 3.17
of the Disclosure Schedulesets forth
the aggregate amount to be paid by Company pursuant to all contracts or
commitments for the purchase of supplies involving (in each case) payments in
excess of $25,000by it as of the date hereof, all
of which orders, contracts and commitments have been made in the ordinary
course of business.  (c)Returns.  Section 3.17 of the Disclosure
Schedule sets forth as of the date hereof, each known claim against Company
to return merchandise in excess of $5,000 by reason of alleged over-shipments,
defective merchandise or otherwise, or of merchandise in the hands of customers
under an understanding that such merchandise would be returnable or would give
rise to a discount on future purchases or other allowance of any type.  Section 3.18Agreements in Full Force and Effect.  Except as set forth in Section 3.18 of the Disclosure Schedule,
all contracts, agreements, plans, leases, policies and licenses referred to in Section 3.18
of the Disclosure Schedule are valid and in full force and effect.  True and complete copies thereof, with all
amendments and supplements thereto, have been heretofore delivered by Company
to Buyer.  Section 3.19Insurance.  Section 3.19 of the Disclosure Schedule
contains an accurate and complete list of all policies and binders of fire,
liability, workmens compensation, products liability and all other forms of
insurance maintained by Company (except for insurance maintained by employees,
which is set forth in Section 3.21 of the Disclosed Schedule), and
other forms of insurance owned or held by Company.  All such policies are in full force and
effect, all premiums due and payable with respect thereto covering all periods
up to and including the Closing Date have been or will be paid.  Company has provided Buyer true, correct and
complete information regarding each such policys premium, limits,
deductibles/retentions and expiration date.  All such insurance policies
are in full force and effect, and Company is not in default with respect to its
obligations under any such insurance policy so as to cause a loss of
coverage.  Company has not received written notice of cancellation or
termination in respect of any such policy and neither  20


Company nor Shareholder have knowledge of any basis for such
cancellation, termination or loss of coverage. 
Such policies are sufficient for compliance with all requirements of law
and of all agreements to which Company is a party; are valid, outstanding and
enforceable; and will remain in full force and effect until the Closing.  Section 3.19 of the Disclosure
Scheduleidentifies all risks which
Company has designated as being self insured. 
Section 3.19 of the Disclosure Scheduleidentifies
those pending (or, to the knowledge of Company and Shareholder, threatened)
claims as to which the insurance carrier has denied coverage or has advised
Company or has been refused any insurance with respect to its assets or
operations, nor has its coverage been limited, by any insurance carrier to
which it has applied for any such insurance or with which it has carried
insurance during the last three years. 
In the last five years, there have been no time periods in which Company
lacked its customary coverage under the insurance policies of Company as in
effect from time to time during their existence.  No reservation of rights
letters have been issued to Company by any of its carriers.  There are no
pending or, to the knowledge of Company and Shareholder, potential premium
audits or adjustments relating to the casualty insurance policies that
currently cover Company that are not reserved on the Balance Sheet.  Section 3.20Employment Law Matters.  Except to the extent set forth in Section 3.20
of the Disclosure Schedule, (i) Company and, to Company and
Shareholders knowledge, its subcontractors are in compliance in all material
respects with (A) all applicable laws respecting employment and employment
practices, terms and conditions of employment and wages (including the
documentation of the citizenship of Companys employees and overtime wages) and
hours, collective bargaining, discrimination, civil rights, occupational safety
and health, workers compensation and the collection and payment of withholding
and/or social security taxes and other taxes, and (B) all child and other
labor laws and regulations of the United States and other countries in which
Companys products are manufactured or assembled; (ii) to the knowledge of
Company and Shareholder, Company is not engaged in any unfair labor practice; (iii) to
the knowledge of Company and Shareholder, no labor organization or group of
employees of Company have made a pending demand for recognition, and, within
the preceding past six years, there have been no representation or
certification proceedings or petitions seeking a representation proceeding,
pending, or, to the knowledge of Company and Shareholder, threatened to be
brought or filed with the National Labor Relations Board or any other labor
relations tribunal or governmental body; (iv) there is no and has never been
any labor strike, slowdown, work stoppage, walkout, other job action,
arbitration, grievance, unfair labor practice charge or complaint, or other
labor dispute actually pending or, to the knowledge of Company and Shareholder,
threatened against or involving Company, and there are no facts or
circumstances which could form the basis for any of the foregoing; (v) to
the knowledge of Company and Shareholder, no representation question exists
respecting the employees of Company; (vi) no grievance which would have a
material adverse effect on Company or the conduct of its business nor any
arbitration proceeding arising out of or under collective bargaining agreements
is pending and, to the knowledge of Company and Shareholder, no such grievance
or arbitration proceeding is threatened; (vii) there is no collective
bargaining agreements binding on Company or that pertain to its employees; (viii) to
the knowledge of Company and Shareholder, there are no pending or threatened
investigations of or relating to Company by any governmental body responsible
for the enforcement of labor or employment laws; and (ix) Company has not
experienced any work stoppage or other labor  21


strike or, to the knowledge of Company and Shareholder, attempts to
organize employees of Company by organized labor in the past four years.  There are no claims or actions against
Company pending or, to the knowledge of Company and Shareholder, threatened to
be brought or filed with any governmental body or arbitrator based on, arising
out of, in connection with, or otherwise relating to the employment or
termination of employment or services by Company of any individual, including
but not limited to civil rights laws, Title VII of the 1964 Civil Rights Act,
the New York Fair Employment and Housing Act, Americans with Disabilities Act,
Age Discrimination in Employment Act (as amended by the Older Workers Benefit
Protection Act), Pregnancy Discrimination Act, Equal Pay Act, Fair Labor
Standards Act, New York Labor or Government Code, and Family and Medical Leave
Act, and, to the knowledge of Company and Shareholder, there are no facts or
circumstances which could form the basis for any of the foregoing.  Notwithstanding the definition of knowledge
set forth in ARTICLE 1, for purposes of this Section 3.20
only, knowledge with respect to matters relating to Companys subcontractors
shall mean the actual knowledge of Shareholder and Company, without any
investigation obligation required thereof.  Section 3.21Employee Benefit Plans.  (a)Disclosure:  Delivery of Copies of Relevant Documents and
Other Information.  Section 3.21
of the Disclosure Schedule contains a complete list of Companys Employee
Plans.  True and complete copies of each
of the following documents have been previously delivered by Company to
Buyer:  (i) each Welfare Plan,
Pension Plan and Multiemployer Plan (and, if applicable, related trust
agreements), and all amendments thereto, the most recent summary plan
description thereof (if required by ERISA) and all annuity contracts or other
funding instruments, (ii) each Benefit Arrangement, including written
interpretations thereof and written descriptions thereof which have been
distributed to Companys employees (including descriptions of the number and
level of employees covered thereby) and a complete description of any Benefit
Arrangement which is not in writing, (iii) the most recent determination
or opinion letter issued by the Internal Revenue Service with respect to each
Pension Plan and each Welfare Plan (other than a multiemployer plan, as
defined in Section 3(37) of ERISA), (iv) for the three most recent
plan years, Annual Reports on Form 5500 required to be filed with any
governmental agency for each Pension Plan and (v) a description setting
forth the amount of any liability of Company as of the Closing Date for
payments more than 30 calendar days past due with respect to each Welfare Plan.  (b)Representations.  Except as set forth in Section 3.21
of the Disclosure Schedule, Company represents and warrants as follows:  (i)Pension
Plans.  (A)Neither
Company nor any ERISA Affiliate maintains or contributes to or has maintained
or contributed to a Pension Plan which is subject to the minimum funding
requirements of Section 412 of the Code or Part 3 of Title I of
ERISA.  Neither Company nor any ERISA
Affiliate has any liability for any unpaid contributions due with respect to
any Pension Plan.  22


(B)Each
Pension Plan and each related trust agreement, annuity contract or other
funding instrument which covers or has covered employees or former employees of
Company (with respect to their relationship with such entities) has been
determined by the Internal Revenue Service to be qualified and tax-exempt under
the provisions of Section 401(a) (or 403(a), as appropriate) and 501(a) of
the Code and Company is not aware of any circumstances that could reasonably be
expected to result in revocation of such determination.  (C)No
Pension Plan, related trust agreement, annuity contract or other funding
instrument which covers or has covered employees or former employees of Company
(with respect to their relationship with such entities), has been maintained,
both as to form and in operation in such a manner that could reasonably be
expected to cause Company to incur any liability under any statute, order, rule and
regulation which is applicable to such plans, including without limitation,
ERISA, and the Code.  (D)Neither
Company nor any ERISA Affiliate maintains or contributes to or has maintained
or contributed to a Pension Plan subject to Title IV of ERISA.  (E)Any
terminated Pension Plan received a favorable determination letter from the
Internal Revenue Service with respect to its termination.  (ii)Multiemployer
Plans.  Neither Company nor any ERISA
Affiliate contributes to, or within the past four years has been obligated to
contribute to, a Multiemployer Plan.  (iii)Welfare
Plans.  (A)None
of Companys Welfare Plans has any present or future obligation to make any
payment to, or with respect to any present or former employee of Company, or
such employees, dependents or spouse, pursuant to, any retiree medical benefit
plan, or other retiree Welfare Plan.  (B)No
Welfare Plan which is a group health plan, as defined in Section 607(1) of
ERISA, has been operated in such a manner that could reasonably be expected to
cause Company to incur any liability under any statute, order, rule or
regulation which is applicable to such plans, including, without limitation,
ERISA and the Code.  (iv)Litigation.  There is no action, order, writ, injunction,
judgment or decree or claim, suit, litigation, proceeding, arbitral action,
governmental audit or investigation relating to or seeking benefits (other than
a routine claim for benefits pursuant to the terms of the plan) under any
Employee Plan that is pending or, to Companys or Shareholders knowledge,
threatened or anticipated against Company, any ERISA Affiliate or any Employee
Plan.  23


(v)No Amendments.  Neither Company nor any ERISA Affiliate has
announced any plan or legal binding commitment to create any additional
Employee Plans which are intended to cover employees or former employees of
Company (with respect to their relationship with such entities) or to amend or
modify any existing Employee Plan.  (vi)Insurance Contracts.  Neither Company nor any Pension Plan (other
than a Multiemployer Plan) holds as an asset of any Pension Plan any interest
in any annuity contract, guaranteed investment contract or any other investment
or insurance contract issued by an insurance company that is the subject of
bankruptcy, conservatorship or rehabilitation proceedings.  (vii)No Acceleration or
Creation of Rights.  Except as set
forth in Section 3.21 of the Disclosure Schedule, neither the
execution and delivery of this Agreement or other related agreements by Company
nor the consummation of the transactions contemplated hereby or the related
transactions will results in (i) the acceleration or creation of any
rights or any person to benefit under any Employee Plan (including, without
limitation, the acceleration of the vesting or exercisability of any stock
options, the acceleration of the besting of any restricted stock (or the
acceleration or creation of any rights under any severance, parachute or change
in control agreement) or (ii) require Company to make a larger
contribution to, or pay greater benefits or provide other rights under, any
Employee Plan than it otherwise would, whether or not some other subsequent
action or event would be required to cause such payment or provision to be
triggered or (iii) create or give use to any additional vested rights or
service credits under any Employee Plan whether or not some other subsequent
action or event would be required to cause such creation or acceleration to be
triggered.  Section 3.22Litigation; Claims.  There is no order, writ, injunction, judgment or decree outstanding, or
any claim, action, suit, litigation, labor dispute, arbitrational action,
inquiry, proceeding or investigation by or before any court or governmental or
other regulatory or administrative agency or commission pending, or to the
knowledge of Company and Shareholder, threatened, against or involving Company,
or which questions or challenges the validity of this Agreement or any action
taken or to be taken by Shareholder pursuant to this Agreement or in connection
with the transactions contemplated hereby. 
Neither Company nor Shareholder have knowledge of any valid basis for
any claim, action, suit, inquiry or investigation against Company by any third
party or any governmental or other regulatory or administrative agency or
commission.  Company is not in default
under or in violation of, nor has Company received any notice for any claim or
default under or violation of, any contract or commitment to which it is a
party or by which it is bound.  Company
is not subject to any judgment, order or decree entered in any lawsuit or
proceeding which would have a material adverse effect on its business practices
or on its ability to conduct its business in the manner as it is conducted as
of the Closing Date or in any other manner. 
Section 3.22 of the Disclosure Schedule identifies all
actions or orders which were at any time during the past five years settled by
Company and the remaining liability, if any, under such related settlement
agreements.  24


Section 3.23No Condemnation or Expropriation.  Neither Company nor Shareholder has received written or verbal notice
that either the whole or any portion of the leaseholds or any other real
property of Company is subject to any governmental decree or order to be sold
or is being condemned, expropriated or otherwise taken by any public authority
with or without payment of compensation therefor, nor has Company or
Shareholder received written or verbal notice that any such condemnation,
expropriation or taking been proposed.  Section 3.24Permits, Consents and Approvals of Governmental Authorities.  Company has all permits, licenses, franchises, approvals,
registrations, authorizations, consents or orders of, or filings (collectively
the Permits) with any governmental
authority, whether foreign, federal, state or local, that are required and
necessary to conduct its business in substantially the manner in which it is
currently being conducted, except where the failure to have any such Permits
would not individually or in the aggregate be reasonably expected to (i) have
a material adverse effect on the ability of Company to conduct its business in
the normal course or (ii) subject Company to any material cost or
expense.  All such Permits are valid and
in full force and effect.  No consent,
approval or authorization of, or declaration, filing or registration with, any
governmental or regulatory authority is required in connection with the
execution, delivery and performance of this Agreement or the consummation of
the transactions contemplated hereby by Company and Shareholder.  Section 3.25Third Party Consents.  Section 3.25 of the Disclosure Schedule
sets forth and identities, including the name of the party and the address, all
consents, assignments, releases, waivers and approvals required of any third
person or entity necessary to consummate the transactions contemplated hereby
by Company and Shareholder.  Section 3.26Compliance with Law.  (a)The business of Company is, and
has been, conducted in accordance with and in compliance with, or in conformity
with, all applicable laws, statutes, rules, orders, ordinances, judgments,
decrees, or regulations and other requirements of all national governmental
authorities, and all of states, municipalities and other political
subdivisions, courts, departments, authorities, and agencies thereof, having
jurisdiction over Company, except where any violations would not individually
or in the aggregate be reasonably expected to (i) have material adverse
effect on the ability of Company to conduct its business in the ordinary course
or (ii) to the knowledge of Company and Shareholder, subject Company to
any material cost or expense.  Company
has not received notice to the effect that it is not in compliance with such
laws, statutes, rules, ordinances, judgments, decrees, regulations or other
requirements.  (b)Except to the extent set forth
in Section 3.20 of the Disclosure Schedule, all of Companys
products have been and continue to be manufactured, offered for sale, sold,
labeled, packaged and distributed, and advertised, marketed, promoted,
publicized and otherwise exploited in accordance with all applicable customs
requirements and country-of-origin regulations and all applicable laws and
regulations relating to health and safety, including but not  25


limited to
California Proposition 65, and those laws and regulations relating to the
disclosure of information to consumers, such as truth-in-advertising and
materials content labeling laws and regulations.  Section 3.27Compliance with Environmental Laws.  Neither Company nor any of its Facilities or
operations is subject to or the subject of any proceeding, order, settlement or
other contract arising under and Environmental Laws, nor has Company received
written notice that any investigation has been commenced, nor, to Companys or
Shareholders knowledge, is any proceeding threatened against Shareholder or
Company under any Environmental Laws.  Section 3.28No Other Agreements.  Company has no commitment or legal
obligation, absolute or contingent, to any other person or firm to sell or
effect a sale of all or substantially all of the assets of Company, to sell or
effect a sale of any equity interests of Company, to effect any merger,
consolidation or the reorganization of Company, or to enter into any agreement
or cause the entering into of an agreement with respect thereto.  Section 3.29Brokers and Finders.  Except as set forth in Section 3.29 of the Disclosure Schedule,
neither Company nor any officers, director, shareholder or employees of Company
has employed any broker or finder or incurred any Brokers Obligation.  Any such fees or commissions disclosed in Section 3.29
of the Disclosure Schedule shall be the sole responsibility of Shareholder.  Section 3.30Personnel.  Section 3.30 of the Disclosure Schedule
sets forth a true and complete list, as of the date of this Agreement, of:  (a)the names, title(s) and
current salaries of all directors and elected and appointed officers of
Company;  (b)the salaries of all
salaried employees of Company by classification, and (i) the date of the
last increase in compensation through the date hereof, (ii) the date of
hire, (iii) their current title, (iv) their current rate of
compensation, and (v) leave time benefits accrued.  Section 3.31Powers of Attorney.  Other than as set forth on Section 3.31
of the Disclosure Schedule hereto, Company has not granted a power of
attorney to any Person to act or execute documents on behalf of Company.  26


Section 3.32Bank Accounts.  Section 3.32 of the Disclosure Schedule
sets forth the names and locations of all banks, trust companies, savings and
loan associations and other financial institutions at which Company maintains
safe deposit boxes or accounts of any nature, along with account numbers and
descriptions for all such accounts.  Section 3.33Equity Ownership.  Company does not directly or indirectly (i) own, of record or
beneficially, any outstanding equity securities in any Person, or (ii) control
any other Person.  Section 3.34Shareholder Loan.  The amounts set forth in the schedules and exhibits hereto representing
the Shareholder Loan and the liability set forth in the Company books
entitled the Futterman Loan, are amounts due and owing to Shareholder
directly, and no person other than Shareholder has an interest in the so-called
Futterman Loan.  Section 3.35Disclosure.  Neither this Agreement nor any Schedule, Exhibit, or other document
delivered or to be delivered by Company to Buyer in accordance with the terms
hereof contain (or will contain) any untrue statement of material fact or omit
(or will omit) to state any material fact, necessary in order to make the
statements herein or therein not misleading.  Section 3.36Certain Limitations on Representations and Warranties.  Company has reviewed the
representations and warranties of Buyer contained in this ARTICLE 3
and the corresponding schedules furnished by or on behalf of Buyer pursuant to
the transactions contemplated hereby and has no knowledge of any breach of any
representation, warranty or covenant made by Buyer.  ARTICLE 4.REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER  Shareholder represents and warrants to Buyer
as follows:  Section 4.1Authorization and Due Execution; No Conflicts.  (a)This Agreement has
been duly executed and delivered by Shareholder, and constitutes, and each
other agreement, document and instrument to be executed and delivered by
Shareholder pursuant to this Agreement, when so executed and delivered, will
constitute, a legal, valid and binding obligation of Shareholder, enforceable
against Shareholder in accordance with its terms except as (i) such
enforcement may be subject to bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect relating to
creditors rights and (ii) the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any proceeding therefor
may be brought.  27


(b)Neither the execution
and delivery of this Agreement and each other agreement, document or instrument
to be executed and delivered by Shareholder pursuant to this Agreement, nor the
consummation of the transactions contemplated hereby or thereby by Shareholder,
will violate any provisions of or be in conflict with, or constitute a default
(or an event which, with notice or lapse of time or both, would constitute a
default) under, or result in the termination of, or accelerate the performance
required by, or cause the acceleration of the maturity of any debt or
obligation pursuant to, or result in the creation or imposition of any security
interest, lien or other encumbrance upon the Company Shares under, any
agreement or commitment to which Shareholder is a party or by which Shareholder
is bound, or violate any applicable statute or law or any judgment, decree,
order, regulation or rule of any court or governmental authority
applicable to Shareholder or the Company Shares.  Section 4.2Ownership of Stock.  (a)Shareholder is the
sole beneficial and record owner of the Company Shares free and clear of any
Liens.  Subject to the terms and
conditions of this Agreement, Shareholder is selling, assigning, transferring
and delivering to Buyer hereunder all of its right, title and interest in and
to such Company Shares, free and clear of any Liens.  (b)Shareholder is not a
party or bound by any voting trust agreements, proxies or other contracts or
arrangements restricting or relating to the Company Shares and Shareholder is
not a party to any option, warrant, purchase right or other commitment which
could require Shareholder to sell, transfer or otherwise dispose of any Company
Shares other than this Agreement.  (c)There is no order,
writ, injunction, judgment or decree outstanding, or any claim, action, suit
litigation, labor dispute, arbitrational action, inquiry, proceeding or
investigation by or before any court or governmental or other regulatory or
administrative agency or commission pending, or to the knowledge of Company and
Shareholder, threatened, against or involving the Company Shares, or which
questions or challenges any action taken or to be taken by Shareholder pursuant
to this Agreement or in connection with the transactions contemplated hereby.  Section 4.3Eye Bar, Ltd.  Shareholder has and had no interest, involvement or affiliation with
the now-inactive New York business corporation called Eye Bar, Ltd.
incorporated on March 26, 1999 and dissolved by proclamation/annulment of
authority on June 30, 2004.  Section 4.4Certain Limitations on Representations and Warranties.  Shareholder has reviewed the
representations and warranties of Buyer contained in this Agreement and the corresponding
schedules furnished by or on behalf of Buyer pursuant to the transactions
contemplated hereby and has no knowledge any breach of any representation,
warranty or covenant made by Buyer.  28


ARTICLE 5.REPRESENTATIONS AND WARRANTIES OF BUYER  Buyer
represents and warrants to Shareholder as follows:  Section 5.1Corporate Organization; Etc.  Buyer is a corporation duly organized,
validly existing and in good standing under the laws of its state of
incorporation and has full corporate power and authority to carry on its
business as it is now being conducted and to own the properties and assets it
now owns; is duly qualified or licensed to do business as a foreign corporation
in good standing in the jurisdictions in which such qualification is required
except jurisdictions in which failure to qualify to do business will have no
material adverse effect on the business, prospects, operations, properties,
assets or condition (financial or otherwise).  Section 5.2Authorization; Etc.  Buyer has full corporate power and authority
to enter into this Agreement and to carry out the transactions contemplated
hereby.  The Board of Directors of Buyer
has taken all action required by law, its certificate of incorporation and
by-laws or otherwise to be taken by them to authorize the execution, delivery
and performance of this Agreement and each other agreement, document and
instrument to be executed and delivered by Buyer pursuant hereto and the
consummation of the transactions contemplated hereby and thereby, and this
Agreement has been duly executed and delivered by Buyer and this Agreement and
each agreement, document and instrument to be executed and delivered by Buyer
pursuant to this Agreement constitutes, or when executed and delivered, will
constitute, a valid and binding agreement of Buyer enforceable against Buyer in
accordance with its terms except as (i) such enforcement may be subject to
bankruptcy, insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect relating to creditors rights and (ii) the remedy of
specific performance and injunctive and other forms of equitable relief may be
subject to equitable defenses and to the discretion of the court before which
any proceeding therefor may be brought.  Section 5.3No Conflicts.  Neither the execution and delivery of this Agreement and each other
agreement, document or instrument contemplated by this Agreement, nor the
consummation of the transactions contemplated hereby or thereby, will violate
any provision of the respective certificate of incorporation, by-laws or other
organizational documents of Buyer or, to the knowledge of Buyer, be in conflict
with, or constitute a default (or an event which, with notice of lapse of time
or both, would constitute a default) under, or result in the termination of, or
accelerate the performance required by, or cause the acceleration of the
maturity of any debt or obligation pursuant to, or result in the creation of
imposition of any security interest, lien or other encumbrance upon any
property or assets of Buyer under, any agreement or commitment to which Buyer
is a party or by which Buyer is bound, or violate any applicable statute or law
or any judgment, decree, order, regulation or rule of any court or
governmental authority applicable to Buyer.  29


Section 5.4Disclosure.  Neither this Agreement nor any Schedule, Exhibits or certificate or
other document delivered or to be delivered by Buyer to Company or Shareholder
in accordance with the terms hereof, contains (or will contain) any untrue
statement of a material fact, or omits (or will omit) any statement of a
material fact, necessary in order to make the statements contained herein or
therein not misleading.  Section 5.5Financial Capability.  Buyer has all funds necessary to pay the Purchase Price.  Buyer will have the financial capacity to
perform all of its obligations under this Agreement.  Section 5.6Certain Limitations on Representations and Warranties.  Buyer has reviewed the
representations and warranties of Company and Shareholder contained in this
Agreement and the corresponding schedules furnished by or on behalf of Company
and Shareholder pursuant to the transactions contemplated hereby and has no
actual knowledge of any breach of any representation, warranty or covenant made
by Company and Shareholder.  For purposes
of this Section 5.6 only, knowledge shall
mean actual knowledge of the CFO of Buyer without any investigation obligation
required thereof.  ARTICLE 6.CONDITIONS TO SHAREHOLDERS AND COMPANYS OBLIGATIONS  Each and every obligation of Shareholder and
Company to consummate the transactions contemplated by this Agreement shall be
subject to satisfaction, on or before Closing, of each of the following
conditions, unless waived in writing by Company and Shareholder:  Section 6.1Representations
and Warranties True.  The representations and warranties of Buyer
contained in ARTICLE 5hereof shall be in all
material respects true and accurate as of the date hereof and as of the Closing
Date, as though made at and as of the Closing Date, except for changes
expressly permitted or contemplated by the terms of this Agreement.  Section 6.2Performance.  Buyer shall have performed and complied in
all material respects with all agreements, obligations, conditions and
covenants required by this Agreement to be performed or complied respectively
with by Buyer on or prior to the Closing.  Section 6.3No Injunction or Restraint.  No statute, rule, regulation, executive
order, decree, temporary restraining order, preliminary or permanent injunction
or other order issued by any court of competent jurisdiction or other
governmental entity preventing the Closing shall be in effect; provided, however, that the party invoking this condition
shall have used its reasonable best efforts to prevent the entry of  30


any such temporary restraining order, injunction or other order against
it and to appeal as promptly as possible any injunction or other order that may
be entered against it.  Section 6.4Payment of the Purchase Price; Holdback.  At the
Closing, Buyer shall deliver an aggregate amount equal to the Purchase Price less the amount of the Holdback Funds, as follows:  (a)to pay off JPMorgan
Chase bank loan, in accordance with the JPMorgan Chase payoff letter delivered
by Company;  (b)to pay off Sterling
National bank loan, in accordance with the Sterling National payoff letter
delivered by Company;  (c)to payoff the
Shareholder loan, including the so-called Futterman Loan, in the amount(s) set
forth on the Closing Balance Sheet; and  (d)the balance to
Shareholder by wire transfer.  The balance of the Holdback Funds, if any, less
the aggregate amount of unresolved claims for indemnification properly noticed
pursuant to Section 9.1 by Buyer on or
prior to the Holdback Termination Date, shall be paid to Shareholder by wire or
check, at Shareholders election, on the Holdback Termination Date.  Within five Business Days of the final
adjudication or resolution of an outstanding claim properly noticed pursuant to
Section 9.1 by Buyer on or prior
to the Holdback Termination Date, Buyer shall disburse to Shareholder the
balance, if any, of the Holdback Funds reserved for such claim.  Shareholder acknowledges that any and all costs, fees and expenses
incurred by Company or Shareholder in connection with the negotiation and
performance of the transactions contemplated hereby including, without limitation,
Brokers Obligations and expenses of legal counsel and accounting advisors,
shall be borne exclusively by the Shareholder and shall not be paid for or
charged to the Company.  ARTICLE 7.CONDITIONS AND OBLIGATIONS OF BUYER  Each and every obligation of Buyer to
consummate the transactions contemplated by this Agreement shall be subject to
the satisfaction, on or before the Closing, of each of the following
conditions, unless waived in writing by Buyer, as the case may be:  Section 7.1Representations and Warranties True.  The representations and warranties contained
in ARTICLE 3 and ARTICLE 4
hereof shall be in all material respects true, complete and accurate as of the
date hereof and as of the Closing Date, as though made at and as of the Closing
Date.  31


Section 7.2Performance.  Company and Shareholder shall have performed
and complied in all material respects with all agreements, obligations,
conditions and covenants required by this Agreement to be performed or complied
with by them on or prior to the Closing.  Section 7.3No Injunction or Restraint.  No statute, rule, regulation, executive
order, decree, temporary restraining order, preliminary or permanent injunction
or other order issued by any court of competent jurisdiction or other
governmental entity preventing the consummation of the transactions
contemplated by this Agreement shall be in effect; provided,
however, that the party invoking this condition shall have used its
reasonable best efforts to prevent the entry of any such temporary restraining
order, injunction or other order against it and to appeal as promptly as
possible any injunction or other order that may be entered against it.  Section 7.4Delivery of
Stock and Closing Deliverables.  At or prior to the Closing, Shareholder shall
have delivered to Buyer the certificates representing the Company Shares (or
affidavits of lost certificate in the form and substance reasonably acceptable
to Buyer), and any and all instruments, certificates or other documents
pursuant to Section 2.4.  Section 7.5CertainResignations.  Buyer shall have received documents
reasonably satisfactory to Buyer terminating evidencing resignations of all
executive officers and directors of Company  Section 7.6RequiredConsents.  Company shall have obtained any necessary or
appropriate consents to the transactions contemplated hereby of any third party
which consent is required in connection with the transactions contemplated by
this Agreement.  Section 7.7Financial
Statements.  Buyer shall have received Companys management prepared financial
statements for the period ended October 26, 2009 which financial
statements shall be satisfactory in form and substance to Buyer.  ARTICLE 8.COVENANTS  Section 8.1Noncompete;
Nonsolicitation.  (a)In partial consideration of the purchase of the Company
Shares by the Buyer, during the Non-Compete Period (as hereinafter defined),
Shareholder shall not, directly or indirectly, engage in, participate in,
invest in, acquire, manage, operate or control, either alone or jointly, a
Restricted Business anywhere in the Restricted Area, whether as an individual,
shareholder,  32


officer, director,
proprietor, employee, partner, member, manager, investor, creditor, consultant,
advisor, sales representative, agent or other participant.  During the Non-Compete Period the Shareholder
shall not, directly or indirectly: (i) hire, offer to hire, solicit or in
any other manner persuade, or attempt to do any of the foregoing (Solicit), any person who is an officer,
agent, consultant or employee of Buyer or its affiliates to accept employment
or a consulting relationship with a party other than Buyer or its affiliates,
or Solicit any Person who is, or was, at any time within twelve (12) months
prior to the date of solicitation, an officer, employee, agent or consultant of
Buyer or its affiliates to accept employment or a consulting relationship with
a party other than Buyer or its affiliates engaged in a Restricted Business or
to engage in any of the activities hereby prohibited under this Section 8.1; or (ii) Solicit (A) any
Person that was a customer of Buyer or its affiliates at anytime within two (2) years
prior to the Closing Date or any actual or prospective customer of Buyer or its
affiliates to become a customer of any party other than Buyer or its affiliates
engaged in a Restricted Business or (B) any customer, supplier, licensee,
licensor, consultant or other business relation to cease doing or reduce its
business with Buyer or its affiliates.  (b)Shareholder acknowledges that she has carried on the
Restricted Business in the Restricted Area and that Buyer or its affiliates
carry on a like business to the Restricted Business in the Restricted
Area.  Shareholder agrees that (i) the
restrictive covenants contained herein are reasonable under the circumstances, (ii) the
consideration therefor is adequate and sufficient, and (iii) Buyer is
purchasing all of the goodwill of Companys business indirectly by virtue of
purchasing all of the Company Shares, the goodwill of Companys business is
part and parcel of the transaction contemplated by this Agreement; and the
parties hereto value and consider the goodwill of Companys business as a
valuable asset and as a component of the Purchase Price.  In the event any provision of this Section 8.1 or portion thereof shall
be held to be illegal or unenforceable, the remainder of this Section 8.1 or such provision shall
remain in full force and effect.  If any
one or more of the provisions contained in this Section 8.1 shall for any reason be held to be
excessively broad as to duration, geographical scope, activity or subject, such
provision shall be construed by limiting or reducing it so as to be enforceable
to the maximum extent permitted by law.  (c)If the final judgment of a court of competent jurisdiction
declares that any term, portion, sentence, phrase, word or provision of this Section 8.1is invalid or
unenforceable, the parties hereto agree that the court making the determination
of invalidity or unenforceability shall have the power to reduce the scope,
duration, or area of the term or provision, to delete specific words or
phrases, or to replace any invalid or unenforceable term or provision that is
valid and enforceable and that comes closest to expressing the intention of the
invalid or unenforceable term or provision, and this provision shall be
enforceable as so modified after the expiration of the time within which the
judgment may be appealed.  (d)For purposes of this Agreement, the Non-Compete Period shall mean:  (i) three (3) years
following the termination of Shareholders employment with Company if (A) Company
terminates Shareholders employment for Cause (as defined in the Employment
Agreement), or (B) Shareholder terminates her employment with Company
prior to the expiration of the Employment Period (as defined in the Employment
Agreement) without Good Reason (as defined in the Employment Agreement);  33


(ii) one (1) year
following the termination of Shareholders employment with Company if (A) Company
terminates Shareholders employment without Cause at any time, or (B) if
Shareholder terminates her employment with Company prior to the termination of
the Employment Period with Good Reason, or (C) if Shareholder terminates
her employment with Company at any time following the expiration of the
Employment Period for any reason.  Notwithstanding the foregoing, Company may, in Companys sole
discretion, elect to extend the Non-Compete Period set forth in sub-clause (ii) above
for up to one (1) additional year by (A) delivering notice of Companys
intention to make such election prior to the expiration of the Non-Compete
Period set forth in sub-clause (ii) above, and (B) paying to
Shareholder on a monthly basis her monthly base salary which was in effect at
the time of her separation from Company for each month Company makes such
extension election.  Section 8.2Confidentiality.  From and after the date of this Agreement, Shareholder shall, and, from
the date of this Agreement until the Closing, shall cause Company and its
respective officers, directors, employees and advisors (collectively, the Recipients) to, keep confidential any information relating
to Company or Buyer, and shall not disclose any of same to any Person or use
any such information for personal advantage or to the detriment of Company or
Buyer, except for any such information that (i) is available to the public
on the Closing Date, (ii) thereafter becomes available to the public other
than as a result of actions taken or a disclosure made by Shareholder or any of
the Recipients, (iii) is or becomes available to Shareholder or any of the
Recipients on a non-confidential basis from a source that is not prohibited
from disclosing such information to the Shareholder or such Recipient or (iv) is
independently developed by any of the Recipients without use of any
confidential information of Company or Buyer; provided, that nothing contained
in this Section 8.2 shall prohibit
Shareholder or any Recipient from disclosing any information should Shareholder
or any Recipient be required by applicable law to disclose any such information
(provided, that in any such case Shareholder or any Recipient shall inform
Buyer in writing of such request or obligation as soon as possible after
Shareholder or such Recipient is informed of it and, if possible, before any
information is disclosed, so that a protective order or other appropriate
remedy may be obtained by Buyer).  If
Shareholder or any Recipient is obligated to make such disclosure, it shall
only make such disclosure to the extent to which it is so obligated, but not
further or otherwise.  Section 8.3Operating of
Business.  Company and Shareholder will carry on Companys business and activities
diligently, in the ordinary course and in substantially the same manner as it
previously has been carried out, including without limitation, collection of
accounts receivable, payment of accounts payable, advertising, marketing,
maintenance, repair and replacement of any of the Assets, compliance with
local, state and federal licensing requirements, number of employees, services
provided, pricing, maintaining appropriate inventory and supplies, and any
other matter related to the day-to-day operation of Companys business.  Company and Shareholder will use their best
efforts to preserve and maintain the Business, to keep its present employees
and to preserve Companys present relationships with suppliers, customers,
manufacturers, vendors, independent contractors, and others having business
relationships with Company.  Company will
not take, or agree to  34


take, any action or fail to take any action which may result in any
representation or warranty being untrue, incorrect or misleading at any time
from the date of this Agreement to the Closing. 
Without limiting the generality of the foregoing or any other provision
of this Agreement, Company and Shareholder shall not without the prior written
consent of Buyer (i) enter into any transaction other than in the ordinary
course of business or any transaction which is not at arms-length with
unaffiliated persons or entities; (ii) terminate, lay off or materially
reduce the hours of any employee; (iii) increase the compensation or the
formulas for bonus compensation payable to Companys employees or executives;
or (iv) make any distributions or dividends to the Shareholders.  Company and its officers, directors,
employees and agents will not and will not cause or permit any of the
respective affiliates directly or indirectly to (a) solicit, initiate, or
encourage the submission of any proposal or offer from any person or entity
relating to the acquisition of any interest in Company or other securities, or
any portion of Companys business or assets or (b) participate in any
discussions or negotiations regarding, furnish any information with respect to,
assist or participate in, accept or entertain offers from, or facilitate in any
other manner any effort or attempt by any person or entity to do or seek any of
the foregoing.  Section 8.4Publicity.  Company and Shareholder shall not issue any press release, publicity
statement or other public notice relating to this Agreement, or the
transactions contemplated by this Agreement, without obtaining the prior
consent of Buyer.  Company and
Shareholder acknowledge that after the date of this Agreement and after the
Closing, Buyer may issue press releases and otherwise disclose information to
the public or the media as it deems necessary or desirable or as otherwise
required by applicable law or the rules and regulations of the NASDAQ
Global Market.  Section 8.5Shareholders
Name.  Shareholder acknowledges that her name and variations thereof are: (i) unique
and valuable assets owned by Company; (ii) are incorporated in the
Intellectual Property of Company, including without limitation the CORINNE
MCCORMACK and CORINNE MCCORMACK NEW YORK registered trademarks and (iii) 
are indistinguishable from the goodwill of Company.  Without limiting any other provision of this
Agreement, Shareholder covenants and agrees that from and after the Closing,
she shall have no right whatsoever to use her name, or any variation thereof,
as a trade name or trade mark in any Restricted Business.  Section 8.6Stub-Year
Tax Return.  Buyer shall prepare the stub year tax returns for Company for the
period beginning January 1, 2009 through the Closing Date.  Buyer shall provide Shareholder an opportunity
to review such tax returns prior to Buyer filing same.  Shareholder shall include any income, gain,
loss, deduction or other tax items for such period on Shareholders tax return
in a manner consistent with the Schedule K-1s furnished to the Shareholder for
such periods.  The Shareholder shall pay
all applicable taxes with respect to such periods.  Section 8.7Tax Good
Standing Certificates.  Shareholder or her agents shall provide Company certificates of good
standing of Company issued by the New York Secretary of State, the New York
Department of Taxation and  35


Finance and the secretary of state and tax authority of any other state
or commonwealth in which Company is qualified to conduct business no later than
60 days after the Closing.  ARTICLE 9.SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION  Section 9.1Survival of Representations and Warranties.  The representations, warranties, covenants
and agreements of Company, Shareholder and Buyer contained herein shall survive
the consummation of the transactions contemplated hereby and the Closing Date
and shall survive until the expiration of the applicable statute of limitations
or unless otherwise terminated in accordance with the terms of this
Agreement.  Notwithstanding the
foregoing, to the extent that a particular representation or warranty is
subject to an eighteen (18) month claim period pursuant to the paragraph set
forth below, then such representation or warranty shall survive for eighteen
(18) months from the Closing Date.  No party shall have any liability (for
indemnification or otherwise) for a breach or the inaccuracy of any
representation or warranty unless such party is given written notice asserting
a claim with respect thereto and specifying the factual basis of the claim and
extent of the damages in reasonable detail, to the extent then known or
available (a Claim Notice), on or before the
date that is eighteen (18) months from the Closing Date.  Notwithstanding the foregoing, (i) the
termination of the representations and warranties provided herein shall not
affect the rights of a party in respect of any claim made by such party in a
Claim Notice (as hereinafter defined) received by the indemnifying party prior
to the expiration of the applicable survival period provided herein, (ii) there
shall be no time limit for any claim by Buyer for a breach of a representation
or warranty set forth in Sections 3.1, 3.2,
3.26(b), 3.34, 4.1, 4.2, 4.3, 5.1 and 5.2;
(iii) there shall be no time limit for any claim by any party for damages
arising out of fraud or intentional misrepresentations (Fraud Claims),
(iv) the time limit for any claim by Buyer for a breach of a
representation or warranty set forth in Section 3.14
shall be the applicable statute of limitations for such a claim plus thirty
(30) days, after taking into account all extensions.  Other than as set forth in the preceding
sentence, the time limit for any claim by either Buyer or Shareholder for a
breach of any covenants under this Agreement to be performed by Shareholder or
Buyer, respectively, after the Closing shall be the time period, if any,
specified therein, or, if none is specified, shall be indefinite.  Section 9.2Indemnification.  Buyer, Company and Shareholder agree as follows:  (a)The covenants, representations,
warranties and agreements of Company and Shareholder contained in this
Agreement shall be joint and several and shall survive the Closing and the
consummation of the transactions contemplated herein as set forth in Section 9.1.  Company and Shareholder shall indemnify and
defend Buyer, its officers, directors, employees, representatives and
stockholders, (collectively, the Buyer
Affiliates) against, and hold them harmless from, any and all
liabilities in respect of suits, proceedings, demands, judgments, damage,
expenses and costs (including, without limitation, reasonable attorneys fees)
(Loss or Losses) that Buyer Affiliates may suffer
or incur by reason of (i) any breach  36


or inaccuracy of any of the representations
and warranties made by Company or Shareholder in or pursuant to this Agreement;
(ii) any failure of Company or Shareholder to carry out, perform, satisfy
and discharge any of its respective covenants, agreements, undertakings,
liabilities or obligations under this Agreement or under any of the documents
and instruments delivered by Company pursuant to this Agreement; (iii) environmental
matters arising out of Companys operations prior to and through the Closing
Date, including but not limited to claims arising under or as a result of
alleged violations by Company of any applicable federal, state or local laws or
regulations; (iv) any third party claims arising out of any liability,
obligation, lease, agreement, contract, other commitment or state of facts,
which if it existed, would constitute a breach of any representation, warranty
or covenant of Company in or pursuant to this Agreement or in any certificate
or other document delivered by or on behalf of Company to Buyer pursuant to the
provisions of this Agreement; (v) any action, suit, charge, complaint,
proceeding or investigation arising prior to or subsequent to the date hereof
to the extent that it arises out of or relates in any way to the operation of
the Business prior to the Closing; and (vi) any taxes owing by Company,
Shareholder or the Business based on periods prior to the Closing Date.  (b)Except as specifically stated to
the contrary, the covenants, representations, warranties and agreements of
Buyer contained herein shall survive the Closing and the consummation of the
transactions contemplated herein.  Buyer
shall indemnify Company and its officers, directors and employees
(collectively, the Company Affiliates)
against and hold them harmless from any and all liabilities in respect of
suits, proceedings, demands, judgments, damages, expenses and costs, including,
without limitation, reasonable counsel fees, which Company Affiliates may
suffer or incur by reason of (i) any breach or inaccuracy of any of the
representations and warranties made by Buyer in or pursuant to this Agreement; (ii) any
failure of Buyer to carry out, perform, satisfy and discharge any of its
covenants, agreements, undertakings, liabilities or obligations under this
Agreement or under any of the documents and instruments delivered by Buyer
pursuant to this Agreement or (iii) Buyers failure to pay, discharge or
perform any of the Assumed Liabilities.  (c)In the event that any party
entitled to indemnification pursuant to this Agreement (the Indemnified Party) proposes to make any
claim for such indemnification, the Indemnified Party shall deliver to the
indemnifying party (the Indemnifying Party)
within 10 days after the Indemnified Partys becoming aware of any threatened
claim that might give rise to any Losses, a writing which shall (i) state
that Losses have been incurred, or that a claim has been made for which Losses
may be incurred, for which a claim for indemnification hereunder is being made,
(ii) specify the sections of this Agreement under which such claim is
made, and (iii) specify in reasonable detail each individual item of Loss
or other claim including the amount thereof and the date such Loss was
incurred.  In addition, each Indemnified
Party shall give notice to the Indemnifying Party within 10 days after receipt
of service of any suit or proceeding which pertains to a matter for which
indemnification may be sought; provided, however,
that the failure to give such notice shall not relieve the Indemnifying Party
of its obligations hereunder if the Indemnifying Party has not been materially
prejudiced thereby.  (d)If the Indemnifying Party
acknowledges in writing its obligation to indemnify the Indemnified Party
hereunder against any Loss, then the Indemnifying Party shall be entitled to
assume and control the defense of such proceeding at its expense and through
counsel of its choice if it gives notice of its intention to do so to the
Indemnified Party within 20  37


days of the receipt of such notice from the
Indemnified Party; provided, however,
that if there exists or is reasonably likely to exist an actual conflict of
interest that would make it inappropriate in the reasonable judgment of the
Indemnified Party for the same counsel to represent both the Indemnified Party
and the Indemnifying Party, then the Indemnified Party shall be entitled to
retain its own counsel, in each jurisdiction for which the Indemnified Party
reasonable determines counsel is required, at the expense of the Indemnifying
Party.  Notwithstanding the foregoing, if
any Indemnified Party determines in good faith that there is a reasonable
probability that an action may materially and adversely affect its business,
such Indemnified Party may, by written notice to the Indemnifying Party, assume
the exclusive right to defend, compromise or settle such action.  (e)In the event the Indemnifying
Party exercises the right to undertake any such defense against any such
proceeding as provided above, the Indemnified Party shall make available to the
Indemnifying Party, at the Indemnifying Partys expense, all witnesses,
pertinent records, materials and information in the Indemnified Partys
possession or under the Indemnified Partys control relating thereto as is
reasonably required by the Indemnifying Party.  (f)In the event the Indemnified
Party is, directly or indirectly, conducting the defense against any such
proceeding, the Indemnifying Party shall cooperate with the Indemnified Party
in such defense and make available to the Indemnified Party, at the
Indemnifying Partys expense, all such witnesses, records, materials and
information in the Indemnifying Partys possession or under the Indemnifying
Partys control relating thereto as is reasonably required by the Indemnified
Party.  (g)The right to indemnification,
payment of damages or other remedy based on such representations, warranties
and covenants will not be affected by any investigation conducted, or any
knowledge acquired (or capable of being acquired) at any time, with respect to
the accuracy or inaccuracy of or compliance with any such representation,
warranty or covenant.  (h)The waiver of any condition
based on the accuracy of any representation or warranty, or on the performance
of or compliance with any covenant, will not affect the right to
indemnification, payment of damages or other remedy based on such
representations, warranties and covenants.  Section 9.3Satisfaction of Shareholders Indemnification Obligations; Holdback and
Set-Off.  In order to secure the indemnification
obligations of Shareholder pursuant to Section 9.2
hereof, Buyer shall have a right of set-off with respect to the Holdback Funds
in order to satisfy any finally determined indemnification obligation of
Shareholder pursuant to Section 9.2.  Section 9.4Dollar Limitations.  Neither Shareholder, on the one hand, nor Buyer, on the other hand,
shall be liable to the other for indemnification under Section 9.2
for a claim for breach of any representation or warranty of the other party
unless and until the aggregate damages incurred by such party as a result of
all breaches of all such representations and warranties exceeds $10,000 (the Basket).  In the
event that the aggregate amount of damages incurred by either party exceeds the
Basket,  38


such party shall be indemnified by the other party for the full amount
of such damages.  Notwithstanding
anything herein to the contrary, the limitations set forth in this paragraph
shall not apply to damages relating to or arising out of (a) any
misrepresentation or breach of warranty set forth in Sections
3.1, 3.2, 3.14, 3.34, 4.1, 4.2, 4.3, 5.1 and 5.2;
(b) Fraud Claims, or (c) any breach of the covenants of Shareholder
or Buyer in this Agreement.  The maximum aggregate liability of Shareholder to Buyer under this
Agreement for breaches of representations, warranties and agreements, including
but not limited to liability under Section 9.2,
shall be $725,000 (the Cap).  The maximum aggregate liability of Buyer to
Shareholder under this Agreement for Buyers breaches of representations,
warranties and agreements shall be $500,000. 
The Cap shall not apply to damages relating to or arising out of (a) any
misrepresentation or breach of warranty set forth in Sections
3.1, 3.2, 3.14, 3.34, 4.1, 4.2, 4.3, 5.1 and 5.2;
(b) Fraud Claims, or (c) any breach of the covenants of Shareholder
or Buyer in this Agreement.  Section 9.5ExclusiveRemedy.  Buyer, Shareholder and Company hereby agree that their sole and
exclusive remedies with respect to a breach of this Agreement or any matters
related to Company are (with the exception of a remedy in the case of fraud or
a party seeking equitable remedies) the remedies set forth in this ARTICLE 9.  Except
with respect to the remedies referred to in the preceding sentence and the
other rights provided in this agreement, Buyer, Shareholder and Company hereby
waive, to the fullest extent permitted under applicable law, and forever
release each other from, any claims related to this agreement.  Section 9.6Right to Terminate.  Company and Buyer may terminate this
Agreement as provided below:  (a)Buyer and Company by mutual
written consent at any time prior to the Closing;  (b)Buyer by giving written notice
to Company at any time prior to the Closing in the event Company has breached
any representation, warranty, or covenant and Company fails to cure such
breach, if curable, within 10 days of such notice, contained in this Agreement
in any material respect or any of the conditions to Closing are not satisfied
as of the Closing Date; or  (c)Company by giving written notice
to Buyer in the event that Buyer has not satisfied any of the conditions to
Closing as of the Closing Date and Buyer fails to cure such failure, if
curable, within 10 days of such notice.  Section 9.7Effect of Termination.  If a party terminates this Agreement pursuant
to Section 9.6 above, all rights and
obligations of the parties hereunder shall terminate without any liability of a
party to any other party except for any liability of any party then in breach.  39


ARTICLE 10.MISCELLANEOUS PROVISIONS  Section 10.1                 Amendment
and Modification.  Subject to applicable law, this Agreement may
be amended, modified and supplemented only by written agreement duly and
validly executed by the party against whom enforcement of such amendment is
sought any time prior to the Closing with respect to any terms contained
herein.  Any such amendment, modification
or supplement must expressly state on its face that it is intended effect such
amendment, modification or supplement.  Section 10.2Waivers. Any failure of Company or Shareholder, on the
one hand, or Buyer, on the other, to comply with any obligation, covenant,
agreement or condition herein may be expressly waived in writing by the
Chairman, President or Chief Financial Officer of Buyer or Company, or by
Shareholder, respectively, but such waiver or failure to insist upon strict
compliance with such obligation, covenant, agreement or condition shall not
operate as a waiver of, or estoppel with respect to, any subsequent or other
failure, nor shall any waiver on the part of any party of any right, power or
privilege hereunder, or any single or partial exercise of any such right, power
or privilege, preclude any further exercise thereof or the exercising of any
other such right, power or privilege.  No
delay on the part of any party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof.  Section 10.3                 Expenses,
Etc. All of the fees and expenses incurred by
Buyer in connection with the transactions contemplated by this Agreement shall
be borne by it, all of the fees and expenses incurred by Company in connection
with the transactions contemplated by this Agreement shall be borne by
Shareholder, and all fees and expenses incurred by Shareholder in connection
with the transactions contemplated by this Agreement shall be borne by
Shareholder (or if such transaction shall fail to close, by Company), in each
case, including, without limitation, all fees of counsel, advisors, investment
bankers, experts, actuaries and accountants of such parties.  Section 10.4                 Notices. All notices or other communications required
or permitted to be given pursuant to this Agreement shall be in writing and
shall be considered as duly given on (a) the date of delivery, if delivered
in person, if sent by Federal Express or other similar overnight delivery
service or transmitted by facsimile subsequently confirmed or (b) three
days after mailing, if mailed from within the continental United States by
registered or certified mail, return receipt requested, to the party entitled
to receive the same, at the address provided in this Section 10.4.  Any party hereto may change its address by
giving notice to the other stating its new address, all in the manner provided
herein.  Such newly designated address
shall thereafter be such partys address for the purpose of all notices or
other communications required or permitted to be given pursuant to this
Agreement.  40


(a)
  If
  to Company or Shareholder to:Corinne McCormack7 West 36thStreet, 9thFloorNew York, NY 10018with
  a copy to:Sills Cummis &
  Gross, P.C.One Rockefeller PlazaNew York, NY 10020Attention:
  Michael
  Goldsmith, Esq.Telephone:
  (212) 643-7000Facsimile:
  (212) 643-6500Email:
  mgoldsmith@silliscummis.com(b)
  If
  to Buyer:FGX International Inc.500 George Washington
  HighwaySmithfield, RI 02917Attention:
  Jeffrey J. Giguere,
  Executive Vice President,General CounselTelephone:
  401-719-2109Facsimile:
  401-231-3818with
  a copy to:Reavis
  Cianciolo LLC55 Dorrance
  Street, Suite 200Providence,
  Rhode Island 02903Attention:
  Jeffrey B.
  Cianciolo, Esq.Telephone:
  401-272-5520Facsimile:
  401-272-5501  Section 10.5                 Assignment. This Agreement and all of the provisions
hereof shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and permitted assigns, but neither this Agreement
nor any of the rights, interests or obligations hereunder shall be assigned or
delegated by any of the parties hereto without the prior written consent of the
other parties.  Any such purported
assignment or delegation without such consent shall be void.  Section 10.6                 Governing
Law; Forum. This Agreement and the legal relations among
the parties hereto shall be governed by and construed in accordance with the
laws of the State of New York, without regard to its conflicts of law
doctrine.  Each party agrees that any
proceeding arising out of or relating to this Agreement  41


or the breach or threatened breach of this Agreement may be commenced
and prosecuted in a court in the State of Rhode Island.  Each party consents and submits to the non-exclusive
personal jurisdiction of any court in the State of Rhode Island in respect of
any such proceeding.  Each party consents
to service of process upon it with respect to any such proceeding by registered
mail, return receipt requested, and by any other means permitted by applicable
laws and rules.  Each party waives any
objection that it may now or hereafter have to the laying of venue of any such
proceeding in any court in the State of Rhode Island and any claim that it may
now or hereafter that any such proceeding in any court in the State of Rhode
Island has been brought in an inconvenient forum.  Section 10.7Counterparts. This Agreement may be executed simultaneously
in two or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.  Section 10.8                 Headings. The headings of the Sections and Articles of
this Agreement are inserted for convenience only and shall not constitute a
part hereof or affect in any way the meaning or interpretation of this
Agreement.  Section 10.9                 Entire
Agreement. This Agreement, including the Exhibits and
Schedules hereto, and all documents, instruments and certificates required to
be delivered pursuant to the terms hereof, set forth the entire agreement and
understanding of the parties hereto in respect of the subject matter contained
herein, and supersede all prior negotiations, understandings, discussions,
agreements, promises, covenants, arrangements, communications, representations
or warranties, whether oral or written, by any officer, employee or
representative of any party hereto whether written or oral.  Section 10.10ThirdParties. Except as specifically set forth or referred
to in ARTICLE 8 or elsewhere herein, nothing
herein expressed or implied is intended or shall be construed to confer upon or
give to any person or corporation other than the parties hereto and their
successors or assigns, any rights or remedies under or by reason of this
Agreement.  Section 10.11Materialityand Immateriality. None of the threshold dollar amounts listed
herein shall be deemed an admission that an amount greater than such threshold
is material or that an amount less than such threshold is immaterial.  Section 10.12Severability. If any provision of this Agreement shall
hereafter be held to be invalid, unenforceable or illegal in whole or in part,
in any jurisdiction under any circumstances for any reason, (i) such  42


provision shall be reformed to the minimum extent necessary to cause
such provision to be valid, enforceable and legal while preserving the intent
of the parties as expressed therein, and the benefits of the parties provided
by, this Agreement or (ii) if such provision cannot be so reformed, such provision
shall be severed from this Agreement and an equitable adjustment shall be made
to this Agreement (including, without limitation, addition of necessary further
provisions to this Agreement) so as to give effect to the intent as so
expressed and the benefits so provided. 
Such holding shall not affect or impair the validity, enforceability or
legality of such provision in any other jurisdiction or under any other
circumstances.  Neither such holding or
such reformation or severance shall affect or impair the legality, validity or
enforceability of any other provision of this Agreement.  Section 10.13CumulativeRemedies. All rights and remedies of any party hereto
are cumulative of each other and of every other right or remedy such party may
otherwise have at law or in equity, and the exercise of one or more rights or
remedies shall not prejudice or impair the concurrent or subsequent exercise of
other rights or remedies.  Signatures appear on the following page  43


IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed and their respective corporate seals
to be affixed hereto, all as of the day and year first above written.  COMPANY:WITNESS:
  CORINNE MCCORMACK, INC./s/ Joseph Walsh
  
  By:
  /s/ Corinne A. McCormackName:
  Joseph Walsh
  
  Name:
  Corinne A. McCormackTitle:
  PresidentWITNESS:
  EYE-BAR INC./s/ Joseph Walsh
  
  By:
  /s/ Corinne A. McCormackName:
  Joseph Walsh
  
  Name:
  Corinne A. McCormackTitle:
  PresidentSHAREHOLDER:WITNESS:/s/ Joseph Walsh
  
  
  /s/ Corinne A. McCormackName:
  Joseph Walsh
  
  
  Corinne A. McCormack, individuallyBUYER:WITNESS:
  FGX INTERNATIONAL INC./s/ Jeffrey J. Giguere
  
  By:
  /s/ Anthony Di PaolaName:
  Jeffrey J. Giguere
  
  Name:
  Anthony Di PaolaTitle:
  Executive Vice President  [Signature Page to Stock Purchase Agreement  FGX International
Inc./Corinne McCormack, Inc.]