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 3.21                                                    Employee 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.

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(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.

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(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 3.22                                                    Litigation; 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.

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Section 3.23                                                    No 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 3.24                                                    Permits, 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 3.25                                                    Third 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 3.26                                                    Compliance 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

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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 3.27                                                    Compliance 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 3.28                                                    No 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 3.29                                                    Brokers 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 3.30                                                    Personnel.

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 3.31                                                    Powers 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.

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Section 3.32                                                    Bank 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 3.33                                                    Equity 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 3.34                                                    Shareholder 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 3.35                                                    Disclosure.

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 3.36                                                    Certain 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 4.1                                                           Authorization 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.

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(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 4.2                                                           Ownership 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 4.3                                                           Eye 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 4.4                                                           Certain 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.

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ARTICLE 5.                                                     REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Shareholder as follows:

Section 5.1                                                           Corporate 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 5.2                                                           Authorization; 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 5.3                                                           No 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.

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Section 5.4                                                           Disclosure.

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 5.5                                                           Financial 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 5.6                                                           Certain 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 6.1                                                           Representations and Warranties True.

The representations and warranties of Buyer contained in ARTICLE 5 hereof 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 6.2                                                           Performance.

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 6.3                                                           No 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

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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 6.4                                                           Payment 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 7.1                                                           Representations 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.

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Section 7.2                                                           Performance.

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 7.3                                                           No 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 7.4                                                           Delivery 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 7.5                                                           Certain Resignations.

Buyer shall have received documents reasonably satisfactory to Buyer terminating evidencing resignations of all executive officers and directors of Company

Section 7.6                                                           Required Consents.

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 7.7                                                           Financial 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 8.1                                                           Noncompete; 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,

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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 8.1 is 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);

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(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 8.2                                                           Confidentiality.

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 8.3                                                           Operating 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

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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 8.4                                                           Publicity.

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 8.5                                                           Shareholder’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 8.6                                                           Stub-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 8.7                                                           Tax 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

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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 9.1                                                           Survival 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 9.2                                                           Indemnification.

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

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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

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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 9.3                                                           Satisfaction 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 9.4                                                           Dollar 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,

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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 9.5                                                           Exclusive Remedy.

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 9.6                                   Right 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 9.7                                   Effect 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.

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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 10.2                 Waivers.

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.

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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

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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 10.7                 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 10.8                 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 10.10               Third Parties.

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 10.11               Materiality and 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 10.12               Severability.

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

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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 10.13               Cumulative Remedies.

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

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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.

[Signature Page to Stock Purchase Agreement – FGX International Inc./Corinne McCormack, Inc.]