Prepared by MERRILL CORPORATION









STOCK

PURCHASE AGREEMENT




 




              This STOCK

PURCHASE AGREEMENT (the “Agreement”) is dated as of this the __ day

of June 2001 by and between Fossil, Inc., a corporation duly organized and

existing under the laws of the State of Delaware and having its principal place

of business at 2280 N. Greenville Ave., Richardson, Texas 75082 (hereinafter

referred to as “Fossil”), FSLA Pty. Limited, an Australian corporation (ACN

072935614) having its principal place of business at  Unit

4, 13 Rodborough Road, French Forest NSW 2086 (“FSLA” or the

“Company”) and Mike Houtzaager and Colette Houtzaager (such individuals

hereinafter referred to as “Seller” and collectively, “Sellers”).




 




RECITALS




 




                WHEREAS, 

Sellers owns 98% of the issued and outstanding ordinary shares of stock

of FSLA; and




 




                WHEREAS, Sellers desire to sell to Fossil,

and Fossil desires to purchase from Sellers, Ordinary Shares (as defined below)

of the Company upon the terms and conditions hereinafter described; and




 




                WHEREAS, Fossil desires to make an equity

contribution to the Company at Closing in exchange for the issuance of the

Equity Shares (as defined below) upon the terms and conditions hereinafter

described.




 




                NOW, THEREFORE, Fossil, FSLA and Sellers,

in consideration of mutual premises and covenants contained herein, do hereby

agree as follows:




 




ARTICLE 1




DEFINITIONS




 




For the purposes of this Agreement, the following terms shall have the

respective meanings indicated below:




 




                “Closing”

shall mean the completion of the sale and purchase contemplated by this

Agreement upon satisfaction of the conditions set forth herein.




 




                “Closing Date” shall mean the date on which the

Closing shall take place, which shall be on or before July 7, 2001.




 




                “Confidential Information” shall mean any information

a Party may exchange with, or acquire from, the other Party  including but not limited to the Company’s

procedures, product specifications, methods, technology, suppliers, customers,

trade secrets, marketing and business research and plans, that relate to or

affects the Company’s asset, but excluding any information to the extent that

such information becomes publicly known, through no fault of the Party

receiving such information from the other Party.













“Equity Shares” shall mean

one hundred seventy-nine (179) Equity Shares, as that term is used in the

Articles of Association of the Company, to be issued to Fossil at Closing.




 




“Ordinary Shares” shall mean

eighty (80) ordinary shares of stock of the Company to be issued and

transferred to Fossil by Sellers hereunder, which shall represent eighty

percent (80%) of the issued and outstanding ordinary shares of the Company’s

stock following Closing.




 




“Party” shall mean Fossil,

Sellers and the Company (collectively, the “Parties”).




 




“Shares” shall mean,

collectively, the Ordinary Shares and the Equity Shares.




 




“Shareholder Loan” shall

mean the loan by Michael Houtzaager and Colette Houtzaager to the Company in

the principal amount of one hundred seventy-nine thousand Australian dollars

(A$179,000).




 




ARTICLE 2




PURCHASE AND SALE




 




                Section 2.1           Transfer

of the Ordinary Shares.   At

Closing, Sellers agree to sell with full title guarantee and Fossil agrees to

buy the Ordinary Shares and each right attaching to the Ordinary Shares at or

after Closing, free and clear of any lien or encumbrance in such amounts as

specified on Schedule 2 hereto.




 




                Section 2.2           Issuance

of Equity Shares at Closing.  At

Closing, the Company agrees to issue the Equity Shares to Fossil in accordance

with the provisions of Article 4.4 hereof and in compliance with the Articles

of Association of the Company and applicable law free and clear of any lien or

encumbrance.




 




                Section 2.2           Waiver of

Rights.  Sellers waive all rights of

pre-emption and other restrictions on transfer over the Shares conferred on it

pursuant to the Articles of Association of the Company or otherwise.




 




ARTICLE 3




CONSIDERATION




 




Section 3.1                Purchase

Price.  In consideration of the

transfer of the Ordinary Shares, Fossil shall (i) pay Sellers the sum of four

hundred twenty-one thousand Australian dollars (A$421,000) (the “Purchase

Price”); and (ii) carry out the obligations herein specified.   The Purchase Price shall be allocated

to  Sellers as specified on Schedule 2

hereto.




 




Section 3.2                Payment.  The Purchase Price shall be payable at the

Closing by wire transfer in Australian dollars to the bank account as specified

by each Seller within five (5) business days prior to Closing.













 




ARTICLE 4




CLOSING




 




Section 4.1                Conditions

of Closing.  The transaction

stipulated in Article 2 is subject to the fulfillment, prior to or at the

Closing, of each of the following conditions unless otherwise waived in writing

by the Party for whose benefit the conditions exist.




 




(a)                                The representations and warranties

made by the Parties in this Agreement or any certificates or documents

delivered pursuant to the provisions hereof or in connection with the

transactions contemplated herein shall be true and correct in all material

respects when made, and shall be true and correct in all material respects on

the Closing Date as though such representations and warranties were made on and

as of such date.




 




(b)                                The Parties shall have carried out

their respective obligations as specified in Sections 4.3, 4.4 and 4.5.




 




Section 4.2           Closing

Time Date and Place.  The purchase

and sale contemplated herein shall be consummated at a Closing to take place by

mail, facsimile or at the offices of Fossil on July 7, 2001 (Dallas time), or

at such other time and place as the Parties may agree upon in writing.




 




Section 4.3           Sellers’

Obligations at Closing.  At the

Closing, the Sellers shall carry out the following obligations:




 




(a)                At Closing the Sellers shall

deliver to Fossil or its nominee:




 




(i)                duly

executed transfers in respect of the Shares to Fossil or its nominees and the

share certificates for the Shares in the amounts specified herein;




 




(ii)                as

evidence of the authority of each person executing a document on the Company’s

behalf:




 




(a)  a copy of the minutes of a

duly held meeting of the directors of the Company (or a duly constituted

committee thereof) authorising the execution by the Company of the document

and, where such execution is authorised by a committee of the board of

directors of the Company, a copy of the minutes of a duly held meeting of the

directors constituting such committee or the relevant extract thereof; or




 




(b)  a copy of the power of

attorney conferring the authority in each case certified

to be true by a director or the secretary of the Company;




 




(iii)                the

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













(iv)                resignations in the agreed form

from each director and secretary of the Company

expressed to take effect from the end of the meeting held pursuant hereto;




 




(v)                all consents and approvals of

government agencies and/or third parties necessary to effect the transfer of

the Shares; and




 




(vi)                a letter executed by Martin

Johnson waiving all rights of pre-emption and other restrictions on transfer

over the Shares conferred on him pursuant to the Articles of Association of the

Company or otherwise under applicable law in the agreed form attached hereto as

Exhibit G.




 




(b)                The

Sellers shall ensure that at Closing a meeting of the board of directors of the

Company is held at which the directors:




 




(i)vote in favour

of the registration of Fossil or its nominees as members of the Company in

respect of the Ordinary Shares (subject to the production of properly stamped

transfers which shall be at Fossil’s cost);




 




(ii)authorized the issuance of the Equity Shares to

Fossil in accordance with the provisions hereof;




 




(iii)appoint

persons nominated by Fossil as directors and secretary of the Company with

effect from the end of the meeting;




 




(iv)with

effect from the end of the meeting, authorise the secretary to notify the

specimen signatures of the new officers of the Company in connection with each

existing mandate given by the Company for the operation of its bank accounts;




 




(v)accept the

resignations of each director and secretary pursuant hereto so as to take effect from the end of the

meeting; and




 




(c)                The

Sellers shall procure that the Company repays the Shareholder Loan in full at

Closing.




 




(d)                The

Seller’s shall procure that the Shareholders of the Company, at or prior to

Closing, establish at a general

meeting that there shall be no shareholding qualification for directors of the

Company.




 




Section 4.4           Issuance

of Equity Shares at Closing.  At

Closing, the Company shall issue the Equity Shares, which shall be fully

subscribed and paid in by Fossil by means of a capital contribution in cash in

the Company in the amount of A$179,000 immediately prior to Closing.













                Section 4.5           Fossil’s

Obligations at Closing.  At the

Closing, Fossil will deliver the Purchase Price to Sellers in the amounts

specified on Schedule 2 and make the capital contribution to the Company in

exchange for the issuance of the Equity Shares.




 




                Section 4.6           Further

Actions.  Sellers and the Company,

as appropriate, shall execute the instruments transferring the Shares to Fossil

effective as of the Closing Date and shall take all actions following Closing

as may be necessary to more fully perfect title in the Shares to Fossil.




 




ARTICLE 6




REPRESENTATIONS, WARRANTIES

AND COVENANTS




 




Section 6.1                Representations, Warranties

and Covenants of Sellers and FSLA. 

Sellers and FSLA represent and warrant to Fossil that, as of the date of

this Agreement and as of the Closing Date:




 




(a)                The

information on Schedule 1 is true and correct;




 




(b)                FSLA

is a corporation duly organized, validly existing and in good standing under

the laws of Australia and is duly empowered or licensed under the relevant laws

in Australia to conduct the business as stipulated in its Articles of

Association;




 




(c)                FSLA does not have any

subsidiaries, and does not own any minority interests in any other business

entitles;




 




(d)                All Subscriber Shares of the

Company referred to in the Articles of Association have been fully redeemed by

the Company in compliance with the provisions of the Articles of Association

and applicable law;




 




(e)                The Company’s financial and accounting records (the “Accounts”),

including but not limited to the financial statements of the Company of fiscal

years 1998, 1999 and 2000 attached hereto as Exhibits A, B and C, respectively,

are up-to-date, in its possession or under its control and are properly completed

in all material respects in accordance with the law and applicable standards,

principles and practices generally accepted in Australia;




 




(f)                The Company is

operating and has always operated its business in all material respects in

accordance with its Memorandum and Articles of Association at the relevant time (other than instances of non-compliance with such

documents as have had no effect on the operation of the Company’s business).  The copy of the

Memorandum and Articles of Association of the Company disclosed to Fossil and

attached hereto as Exhibits E and F, respectively,  are true and correct copies of the originals;




 




(g)                Except for the

Shareholder Loan and as otherwise disclosed in the Accounts, the Company does

not have outstanding, and has not agreed to create or incur loan capital,

borrowings or indebtedness in the nature of borrowings (including, without

limitation, any such indebtedness to the Sellers).




 













(h)                The amount of

the Shareholder Loan as of the Closing Date is one hundred seventy-nine

thousand Australian dollars (A$179,000) in principal with no accrued interest.




 




(i)                Execution

delivery and performance by FSLA of this Agreement will not conflict with or

violate (i) any provision ofthe FSLA’s charter, bylaws or other

similar documents; (ii) any law, rule, regulation or order effective and

binding on FSLA; and (iii) result in any lien, claim or encumbrance on any

property owned by FSLA;




 




(j)                The Shares

being acquired hereunder by Fossil have been duly and validly authorized, and,

when delivered to and paid for by Fossil pursuant to this Agreement, will be

fully paid and nonassessable.




 




(k)                The

certificates of the Shares are in valid and sufficient form; the holders of

outstanding shares of any class of stock of FSLA are not entitled to preemptive

or other rights to subscribe for the Shares; and, except as set forth in this

Agreement, no options, warrants or other rights to purchase, agreements or

other obligations to issue, or rights to convert any obligations or exchange

any securities for, shares of common stock of or ownership interests in FSLA

are outstanding.




 




(l)                To

the best of FSLA’s and Sellers’ knowledge, FSLA has no liabilities or

obligations (whether known, absolute, contingent etc.) that were not fully and

appropriately reflected in the Accounts;




 




(m)                FSLA

has timely paid all of its taxes including all cost and expenses associated

with the preparation and filing thereof;




 




(n)                There

has been no audit by any governmental authority of any tax return of FSLA;




 




(o)                Since

June 30, 2000, there has been no material adverse change in the business

prospects, or financial conditions of FSLA and, to Seller’s and FSLA’s

knowledge, the Balance Sheet dated December 31, 2000 attached hereto as Exhibit

D accurately reflects the assets and liabilities of the Company as of such

date;




 




(p)                To

the best of Sellers’ and FSLA’s knowledge, FSLA has not violated any material

statutes, rules, ordinances or other applicable laws in Australia;




 




(q)                There

has been no material litigation, pending or threatened against the Company; and




 




(r)                In

making the representations, warranties and covenants of this Article, Sellers

and FSLA have not made any untrue statements of material fact or omitted to

state a material fact necessary in order to make the representation made, in

light of the circumstances under which they were made, not misleading.













                Section 6.2                Representations

Warranties and Covenants of Fossil. Fossil hereby represents and warrants

to Sellers and FSLA that, as of the date of this Agreement and as of the

Closing Date:




 




(a)                Fossil

is a corporation duly organized, validly existing and in good standing under

the laws of Delaware, USA;




 




(b)                Execution

delivery and performance by Fossil of this Agreements will not conflict with or

violate (i) any provisions of Fossil’s charter, bylaws or other similar

documents; or (ii) any law, rule, regulation or order binding on Fossil.




 




ARTICLE 7




INDEMNIFICATION




 




                Section 7.1                Indemnification

by Fossil. Sellers and FSLA shall indemnify and hold Fossil, its employees,

officers, directors, affiliates, representatives, agents, and other control

persons harmless from, against and in respect of the following:




 




(a)                Any

and all loss, liability or damage suffered or incurred by Fossil (including

interest, penalties and attorney fees) by reason of any untrue written

representation, breach of warranty or non-fulfillment of any covenant or

agreement by Sellers or FSLA contained herein or in any exhibit, schedule,

certification, document or instrument delivered to Fossil by Sellers or FSLA

hereunder;




 




(b)                Any

and all loss, liability or damage suffered or incurred by Fossil (including

interest, penalties and attorney fees) by reason of or in connection with any

claim for any finder’s or brokerage free or other commission resulting from any

services alleged to have been rendered to, or at the insistence of or on behalf

of or for Sellers or FSLA with respect to this Agreement or any of the

transactions contemplated hereby;




 




(c)                Any

and all liabilities of Sellers and FSLA which relate to the ownership of the

Shares or the operation of the Company prior to the Closing Date that are not

expressly assumed or waived by Fossil under this Agreement, including but not

limited to liabilities arising from or related to any tax due, or to be due,

and penalties and interest related thereto, imposed on FSLA with respect to any

period prior to the Closing Date; and




 




(d)                Any

and all actions, suits, proceedings, claims, demands, assessments, judgments,

damages, costs and expenses, including but not limited to, legal fees and

expenses as shall be determined by a court of competent jurisdiction, incident

to any of the foregoing or incurred in investigating or attempting to avoid the

same or to oppose the imposition thereof, or in enforcing this indemnity.




 




Section 7.2                Indemnification

by Fossil.  Fossil shall indemnify

and hold Sellers and FSLA, its employees, officers, directors affiliates,

representative, agents, and other control persons harmless from, against and in

respect of the following:













(a)                Any

and all loss, liability or damage suffered or incurred by Sellers or FSLA

(including interest, penalties and attorney fees) by reason of any untrue

written representation, breach of warranty or non-fulfillment of any covenant

or agreement by Fossil contained herein or in any certificate document or

instrument delivered by Fossil to Sellers or FSLA hereunder;




 




(b)                Any

and all loss, liability or damage suffered or incurred by Sellers or FSLA

(including interest, penalties and attorney fees) by reason of or in connection

with any claim for any finder’s or brokerage fee or other commission resulting

from any services alleged to have been rendered to, or at the insistence of, or

on behalf of or for Fossil with respect to this Agreement or any of the

transactions contemplated hereby;




 




(c)                Any

and all actions, suits, proceedings, claims, demands, assessments, judgments,

damages, costs and expenses, including but not limited to, legal and expenses

as shall be determined by a court of competent jurisdiction, incident to any of

the foregoing or incurred in investigating or attempting to avoid the same or

to oppose the imposition thereof, or in enforcing this indemnity.




 




                Section 7.3                 Indemnification

Procedures.  In seeking

indemnification under Article 7.1 or 7.2, the Parties agree to abide by the

following procedure:




 




(a)                For

the purposes of this Article 7.3, the term “Indemnitee” shall mean the

person(s) entitled, or claiming to be entitled, to be indemnified pursuant in

the provisions of Article 7.1 or 7.2 hereof. The term “Indemnitor” shall mean

the person(s) having the obligation to indemnify pursuant to such provisions.




 




(b)                An

Indemnitee shall promptly give the Indemnitor written notice of any matter

which an Indemnitee has determined has given or could give rise to a right of

an indemnification under this Agreement, stating the amount of the loss, if

known, and method of computation thereof, all with reasonable particularity and

containing a reference to the provisions of this Agreement in respect of which

such right of indemnification is being claimed or arises. If an Indemnitee

shall receive notice of any claim by a third party which is or may be subject

to indemnification (a “Third Party Claim”) the Indemnitee shall give the

Indemnitor prompt written notice of such Third Party Claim and shall permit the

Indemnitor, at its option, to participate in the defense of such Third Party

Claim by counsel of its own at its own costs and expense. If, however, the

Indeinnitor acknowledges in writing its obligation to indemnify the Indemnitee

hereunder against all losses that may result from such Third Party Claim

(subject to the limitations set forth herein), then the Indemnitor shall be

entitled, at its option, to assume and control the defense of such Third Party

Claim at its expense and through counsel of its choice. In the event the

Indemnitor exercises its rights to undertake the defense of any such Third

Party Claim, the Indemnitee shall co-operate with the Indemnitor in such

defense and make available to the Indemnitor, at the Indemnitor’s expense, all

witnesses, pertinent records, materials and information in its possession or

under its control relating thereto as is reasonably required by the Indemnitor.

Similarly, in the event the Indemnnitor is directly or indirectly, conducting

the defense against any such Third Party Claim, the Indemnitor shall cooperate

with the Indemnitee in such defense and make available in it all such

witnesses, records, materials and information in its possessionor

under its control relating thereto as is reasonably required by the

Indemnitee.  No such Third Party Claim

may be settled by the Indemnitor without the written consent of the Indemnitee,

unless the settlement involves only the payment of money by the Indemnitor. No

Third Party Claim which is being defended in goodfaith by the Indemnitor

shall be settled by the Indemnitee without the written consent of the

Indemnitor













                Section 7.4           Survival

of Representations Warranties and Indemnity. All representations and

warranties made by the Parties in this Agreement or in any certificate document

or instrument furnished in connection herewith, and the indemnification

obligations contained in this Agreement, shall survive the Closing and any

investigation at any time made by or on behalf of the Parties hereto and shall

expire on the first anniversary of the Closing Date, except to any matter to

which a claim is submitted in writing to the indemnifying Party prior to such

first anniversary.




 




ARTICLE

8




CONFIDENTIALITY




 




                Section 8.1                 Confidentiality.  The Parties agree to preserve the

confidential nature of the Confidential Information which is disclosed by

either Party (the “Disclosing Party”) to the other (the “Receiving Party”) and

to take any and all necessary steps to insure that such Information is notrevealed

to third parties or to any person unauthorized in writing by the Disclosing

Party. The responsibilities set forth herein shall survive the termination of

this Agreement unless the prior written consent of the Disclosing Party has

been obtained or unless any such information has previously been publicly

disclosed.  Should the Receiving Party

be ordered by a court of competent jurisdiction or administrative authority to

disclose this Agreement or confidential information disclosed by the Disclosing

Party to the Receiving Party, it shall give written notice to the Disclosing

Party before making any disclosure notpermitted by this Article, shall use its

best efforts to either resist disclosure or disclose solely subject to an

attorneys ­eyes-only protective order or such other protective order as the

Disclosing Party shall approve. This Article shall survive the termination of

this Agreement.




 




ARTICLE

9




TERMINATION




 




                Section 9.1                Termination

of Agreement.  This Agreement may be

terminated, and the transactions contemplated hereby may be abandoned at any

time prior to Closing:




 




(a)              by the mutual consent the Parties;




 




(b)              by either Party if any of the conditions to the Closing

as set forth in Article 4.1 is not fulfilled or waived by the Party for whose

benefit the conditions exist on or prior to the Closing Date; or




 




(c)                by

either Party if the Closing has not occurred on or prior to July 7, 2001.













                Section 9.2           Rights

of Termination.  The rights of

termination as provided for under Article 9.1 hereof may be exercised at any

time after the occurrence of an event or the discovery of circumstances which

gives rise to a right of termination. However, failure to assert a right of

termination upon the occurrence of an event or the discovery of circumstances

which give rise to a right of termination shall not be, or be deemed, a waiver

of such right.




 




                Section 9.3           No Waiver

of Rights.  A termination under

Article 9.1 hereof shall not relieve either Party of any liability for a breach

of this Agreement or for any intentional misrepresentation or intentional

failure to comply with any agreement or covenant hereunder, and any such

termination shall not be deemed to be a waiver of any available remedy for any

such breach, intentional misrepresentation, or intentional failure to comply

with any agreement or covenant, and in the event of any such breach,

intentional misrepresentation or intentional failure to comply with any

agreement or covenant, the prevailing Party shall also be entitled to its

reasonable attorneys’ fees and expenses.




 




ARTICLE

10




MISCELLANEOUS




 




                Section

10.1                Expenses. The

Parties shall each pay their own expenses incident to the negotiation

preparation and execution of this Agreement and the consummation of the

transactions contemplated hereunder, including any and all disbursements to

their respective counsel.




 




                Section

10.2                Assignment.  Unless specifically consented to in writing

by the other Party, neither Party may assign or transfer this Agreement or any

of its rights hereunder, and any attempted assignment thereof shall be void and

of no force and effect.  It is expressly

understood and agreed that either Party is under no obligation to consent to

any proposed assignment on the part of the other Party and that each of the

Parties, in its sole discretion, shall have absolute authority to decide

whether or not a consent to assignment shall be given.




 




                Section 10.3         Notice.  Notices to be given to any Party under this

Agreement shall not be effective unless given in writing and hand delivered or

mailed by certified mail, or via overseas courier, or sent by electronic mail

or facsimile to such Party at the following addresses. Any Party may change its

address by giving notice of such change in the manner above provided.




 




	

  For FSLA:


  	

  FSLA Pty. Limited


  
	

   


  	

  Unit 4, 13 Rodborough Road


  
	

   


  	

  French Forest NSW 2086


  
	

   


  	

  Attention;


  	

   Michael Houtzaager


  
	

   


  	

  Phone: 02 94530288


  
	

   


  	

  Fax: 

  02 94530299


  





 




	

  For Sellers:


  	

  Michael & Collette Houtzaager


  
	

   


  	

  Unit 4, 13 Rodborough Road


  
	

   


  	

  French Forest NSW 2086


  
	

   


  	

  Phone: 02 94530288


  
	

   


  	

  Fax: 

  02 94530299


  
	

   


  	

  E-mail:


  	

  mikeh@fsla.com


  
	

   


  	

   


  	

  coletteh@fsla.com


  





 













 




	

  For Fossil:


  	

  Fossil, Inc.


  
	

   


  	

  2280 North Greenville Ave.


  
	

   


  	

  Richardson, Texas 75082


  
	

   


  	

  Attention:


  	

  T.R. Tunnell, Executive Vice President


  
	

   


  	

   


  	

  and Chief Legal Officer


  
	

   


  	

  Phone: 

  972-699-2139


  
	

   


  	

  Fax: 

  972-498-9639


  
	

   


  	

  E-mail: trtunnell@fossil.com


  





 




Notices sent via certified mail or oversees

courier shall be deemed to have been received as of the date indicated by the

postal or courier’s receipt as having been received by the intended

recipient.  Notices sent via electronic

mail or facsimile shall be deemed to have been received two (2) business days

after the date on which they were transmitted, provided the Party transmitting

any such notice mails a copy of the notice on the next business day to the

Party to be notified via certified or registered mail or via overseas courier




 




                Section

10.4                Governing Law.  This Agreement shall be governed by and

construed in accordance with the laws of the State of Texas.




 




                Section 10.5                Jurisdiction.  If any dispute, controversies or differences

arise between the Parties hereto in connection with any provision of this

Agreement, or any breach thereof, the Parties shall first attempt to settle

same through friendly consultation carried out in good faith and with

sincerity. In the event the dispute, controversy or difference is not so

settled in the above manner, then such dispute or controversy shall be finally

settled under the Commercial Arbitration Rules of the American Arbitration

Association by three (3) arbitrators appointed as set forth below.  The arbitration venue shall be Dallas,

Texas.  Arbitration shall be conducted

by a panel of three (3) members, one member selected by Fossil, one member

selected by Sellers the third member selected by agreement between the other

two members. The Parties’ obligations under this Article shall survive

termination or expiration of this Agreement. 

The provisions herein shall not be construed as prohibiting any Party to

this Agreement from applying to any court of competent jurisdiction for such

injunctive or other provisional relief as may be necessary to protect that

Party from irreparable harm or injury or to preserve the status quo pending

resolution of a dispute or controversy. 

As part of the arbitration award, the prevailing Party shall be entitled

to recover its reasonable costs and expenses (including attorney’s fees)

incurred in connection with the arbitration.




 




                Section

10.6                [Reserved]




 




                Section

10.7         Binding Effect; Entire

Agreement.  All the terms and

provisions of this Agreement shall be binding upon and inure to the benefit of

the Parties herein and to their respective successors. This Agreement contains

the entire agreement between the Parties with respect to the subject matter

hereof and shall supersede all previous and contemporaneous negotiations,

commitments and undertakings, whether written or oral. No waiver or amendment

to this Agreement will be effective unless it is in writing and is signed by a

duly authorized representative of the Party sought to be bound thereby.




 













                Section 10.8                Counterparts.  This Agreement may be executed

simultaneously in two or more counterparts each of which shall be deemed an

original, but all of which together shall constitute one and the same

instrument




 




                Section 10.9                Publicity.  Except as may otherwise be required by law,

neither Party may make any announcement including any announcement to

employees, customers, or suppliers or otherwise make publicly available any

statement or release concerning this Agreement or the transactions contemplated

hereunder without first obtaining the other Party’s written approval of any

proposed statement or release. If either Party is required by law to make any

statement or other disclosure concerning this Agreement or the transactions

contemplated hereby (the Disclosing Party), the Disclosing Party shall provide

the other Party the opportunity to review and comment upon such statement or

disclosure prior to its filing or release and shell make any revisions therein

that the other Party may reasonable request.













IN

WITNESS WHEREOF, the Parties hereto have caused this

Agreement to be executed by their duly authorized representatives as of the

date of this Agreement.




 




FOSSIL, INC.




 




 




By:      _____________________________




Name:

_____________________________




Title:   _____________________________




 




 




MICHAEL HOUTZAAGER, individually




 




 




___________________________________




 




 




COLETTE HOUTZAAGER, individually




 




 




_____________________________________




 




 




 




FSLA PTY. LIMITED




 




 




By:      _____________________________




Name: _____________________________




Title:   _____________________________












SCHEDULE 1




 













SCHEDULE 2




PURCHASE PRICE AND ORDINARY SHARE ALLOCATION




 













EXHIBIT B




 




1999 FINANCIAL STATEMENTS













EXHIBIT C




 




2000 FINANCIAL STATEMENTS













EXHIBIT D




 




BALANCE SHEET DATED DECEMBER 31, 2000













EXHIBIT E




 




MEMORANDUM OF ASSOCIATION













EXHIBIT F




 




ARTICLES OF ASSOCIATION













EXHIBIT G




 




AGREED FORM OF WAIVER LETTER




BY MARTIN JOHNSON