BILL OF SALE AND ASSIGNMENT AGREEMENT

 

                     BILL OF SALE AND ASSIGNMENT AGREEMENT

         THIS BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT,
dated as of October 1, 1997, is made in consideration of Ten Dollars ($10.00)
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, between BEC GROUP, INC., a Delaware corporation
("Assignor") and BOLLE INC., a Delaware corporation ("Assignee").

         1. Assignor hereby grants, conveys, sells, assigns, transfers and
delivers to Assignee, its successors and assigns, and Assignee hereby purchases
and accepts from Assignor, all of Assignor's right, title and interest in all
assets and liabilities of Assignor, other than (i) the assets and liabilities
of or relating to Assignor's ORC Business (as defined below) and (ii) the items
listed in Schedule A hereto. All such assets and liabilities conveyed hereby
are referred to hereinafter as the "Acquired Assets". The Acquired Assets
include (without limitation) the items listed in Schedule B attached hereto.
For purposes of this Agreement, the ORC Business shall mean (i) all shares of
capital stock of Assignor's following subsidiaries and/or affiliates: ORC
Technologies, Inc., ORC Caribe, Optical Radiation Foreign Sales Corporation,
and Voltarc Technologies, Inc. held by Assignor or by any of such entities and
the business, assets and liabilities of or directly related to such entities;
and (ii) all assets and liabilities included in Assignor's pro forma balance
sheet attached hereto as Exhibit I; provided, that notwithstanding anything
contained in this Paragraph 1 to the contrary, Assignor retains all right,
title and interest in and to the items identified in Schedule A hereto, but the
parties mutually acknowledge and agree that such items identified in Schedule A
do not constitute part of the ORC Business.

         2. Title to the Acquired Assets shall pass to Assignee upon the date
of this Assignment Agreement.

         3. Assignee assumes, and agrees to pay when and as due and to
discharge, all debts, liabilities, obligations, taxes, liens and encumbrances
of any kind, character or description, whether accrued, absolute, contingent or
otherwise (and whether or not reflected or reserved against in the balance
sheets, books of account and records of Assignor) in respect of (a) the
Acquired Assets and/or (b) the items identified in Schedule A hereto.

         4. Assignee hereby further agrees to execute and deliver an
indemnification agreement, in form satisfactory to Assignor, pursuant to which
Assignee shall indemnify and hold Assignor harmless from and against any and
all loss, damage or expense (a) related to or arising from or in connection
with the Acquired Assets and/or (b) otherwise not related to or arising from or
in connection with the ORC Business (including, without limitation, related to
or arising in connection with the items identified in Schedule A hereto).

         5. Assignor hereby constitutes and appoints Assignee its true and
lawful attorney, with full power of substitution, in the name of Assignee or in
the name of Assignor, but on behalf of and for the sole benefit of Assignee, to
institute and prosecute all proceedings which Assignee may deem proper in order
to receive, collect, assert or enforce any claim, right or title of any kind in
or to the Acquired Assets, to defend and compromise any and all such action and

execute instruments in relation thereto as Assignee shall deem advisable.
Without limiting the foregoing, Assignor hereby authorizes Assignee and its
officers to endorse or assign any instrument, contract or chattel paper
relating to the Acquired Assets.

         6. Assignor further agrees that it will at any time and from time to
time, at the request of Assignee, execute and deliver to Assignee all other and
further instruments necessary to vest in Assignee full title, right and
interest in or to any of the property, assets or rights which this instrument
purports to transfer to Assignee.

         7. All of the terms and provisions of this Assignment will be binding
upon Assignor and its respective successors and assigns and will inure to the
benefit of Assignee and its respective successors and assigns.

         8. This Bill of Sale and Assignment Agreement shall be governed by,
and construed and enforced in accordance with, the laws of the State of New
York.

         IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Bill of Sale and Assignment Agreement as of the date first above written.

                                  ASSIGNOR
                                  BEC GROUP, INC.

                                  By: 
                                     --------------------------------------
                                      Name:  Martin E. Franklin
                                      Title: Chairman and Chief Executive
                                               Officer

                                  ASSIGNEE:
                                  BOLLE INC.

                                  By: 
                                     --------------------------------------
                                      Name:  Gary Kiedaisch
                                      Title:

                                  SCHEDULE A 
                    RIGHTS, INTEREST, ETC. RETAINED BY BEC 
                        IN CONNECTION WITH WHICH BOLLE 
                   WILL ASSUME LIABILITY AND INDEMNIFY BEC 

  I.    Rights and obligations under various arrangements with HMG World-Wide 
        Corporation (and its subsidiary Intermark Corp.), including (without 
        limitation): 
        A. Stock Purchase Agreement, dated as of September 30, 1995, by and 
           between BEC Group, Inc. as assignee of Benson Eyecare Corporation 
           ("Benson") and Intermark Corp. 
        B. Assignment and Assumption Agreement, dated September 30, 1995. 

        C. Guaranty, dated September 30, 1995, by Benson in favor of HMG 
           Worldwide In-Store Marketing Corporation. 

 II.    Certain agreements relating to arrangements among Wells Fargo Bank 
        (Texas), National Association, as successors to First Interstate Bank 
        of Texas, N.A., and BEC, as successor to Foster Grant Group, L.P.: 

        A. Guaranty Agreement by BEC, dated March 31, 1995, in favor of First 
           Interstate Bank (as amended). 

        B. Indemnity Agreement, dated March 31, 1994 [sic], from Foster Grant 
           Group, L.P. et al in favor of First Interstate Bank, N.A. (as 
           amended). 

III.    Any remaining Benson or BEC obligations and rights relating to: 

        A. The Agreement and Plan of Merger among Benson Eyecare Corporation, 
           BEC Acquisition Corp. and Bolle America, Inc., dated as of July 
           26, 1995. 

        B. The Asset Purchase Agreement by and among Benson Eyecare 
           Corporation, BEC Group, Inc. and Optical Radiation Corporation and 
           Monsanto Company, dated May 3, 1996. 

        C. The merger of Essilor Acquisition Corporation into Benson Eyecare 
           Corporation, effective on May 3, 1996. 

IV.     Pending Litigation: 

        A. Herb Morris & Partners, Ltd. v. Opti-Ray, Inc. and Benson Eyecare 
           Corporation. 

        B. Thomas W. Dornfeld v. Omega Optical Co., L.P., Omega Group 
           Limited, and Benson Eyecare Corporation. 

        C. Magnivision, Inc. v. The Bonneau Company. 

        D. Alan Katz, Trustee, v. Essomega Corporation, f/k/a Benson Eyecare 
           Corporation, and BEC Group, Inc. 

V.      Stock Purchase and Option Agreement, dated November 14, 1996, by and 
        among BEC and Lantis Eyewear Corporation (as amended), relating to 
        shares transferred to Assignee by this Assignment. Assignor and 
        Assignee, by execution and delivery of this Assignment, mutually 
        acknowledge and agree that Assignee will promptly deliver such shares 
        at Assignor's direction upon any execution of such option and that 
        Assignor will promptly transfer to Assignee all consideration 
        received in connection with any such exercise. 

                                  SCHEDULE B 

LIST OF ASSETS/LIABILITIES 
ASSIGNED TO/ASSUMED BY 
BOLLE INC. 

I.      All interests, rights, duties and obligations of BEC Group, Inc. 
        ("BEC") relating to Accessories Associates, Inc. ("AAi"), including 
        (without limitation): 

   A.      Stock Purchase Agreement, dated as of November 13, 1996, by and 
           among BEC, AAi, et al. 

   B.      Exchange and Registration Rights Agreement, dated December 11, 
           1996, by and among AAi, Foster Grant Holdings, Inc. ("FGH"), BEC, 
           et al. 

   C.      Certificate No. P-1, representing 100 shares of FGH Series A 
           Preferred Stock. 

II.    All interests, rights, duties and obligations in and related to 
       Superior Vision Services, Inc.: 

   A.      Loan Agreement, dated September 30, 1994 (as subsequently amended). 

   B.      Revolving Credit Promissory Note, dated September 30, 1994, for 
           maximum principal amount of $1,000,000 (as amended) and any note 
           issued in replacement or substitution therefor. 

   C.      Share Certificate No. 5, representing 8,800 shares of common stock. 

   D.      Share Certificate No. 1, representing 17,825 shares of Series A 
           Preferred Stock. 

   E.      Share Certificate No. 3, representing 41, 782 shares of Series B 
           Preferred Stock. 

   F.      BEC's rights and obligations pursuant to ancillary documents, such 
           as the Shareholder Agreement (as subsequently amended). 

III.   Certain Assets, Rights and Obligations Relating to Sterling Vision, 
       Inc. 

   A.      Covenant not to compete and guarantee of Pembridge Optical 
           Partners, Inc. obligations pursuant to Asset Purchase Agreement, 
           dated August 26, 1994, by and between Pembridge Optical Partners, 
           Inc. and Sterling Vision, Inc. 

   B.      Note Amendment and Conversion Agreement, dated April 21, 1997, and 
           all rights and obligations in connection therewith. 

IV.    Management Agreement between BEC and Eyecare Products, plc. 

V.     All BEC's rights, title and interest in and to shares of stock of 
       Eyecare Products, plc. subject to the agreement described in Schedule 
       B.V. hereto. 

VI.    All right and interest in and to rental payments receivable by BEC (as 
       assignor) pursuant to: 

   A.      Industrial Lease by and between Bartley Optical Sales, Inc. and ORC 
           Technologies, Inc. (f/k/a/ Optical Radiation Corporation) dated as 
           of December 8, 1995; and 

   B.      Lease Agreement, dated as of May 3, 1996, by and between Monsanto 
           Company and ORC Technologies, Inc. (f/k/a Optical Radiation 
           Corporation). 

   In each case, subject to all of the remaining terms and conditions of each 
such lease and the rights of assignor's senior lenders with respect thereto. 

Basic Info X:

Name: BILL OF SALE AND ASSIGNMENT AGREEMENT
Type: Assignment Agreement
Date: Nov. 19, 1997
Company: BEC GROUP INC
State: Delaware

Other info:

Date:

  • October 1 , 1997
  • September 30 , 1995
  • March 31 , 1995
  • March 31 , 1994
  • July 26 , 1995
  • November 14 , 1996
  • November 13 , 1996
  • December 11 , 1996
  • September 30 , 1994
  • August 26 , 1994
  • April 21 , 1997
  • December 8 , 1995
  • May 3 , 1996

Organization:

  • Optical Radiation Foreign Sales Corporation
  • Voltarc Technologies , Inc.
  • HMG World-Wide Corporation
  • HMG Worldwide In-Store Marketing Corporation
  • Wells Fargo Bank Texas
  • First Interstate Bank of Texas
  • Foster Grant Group
  • BEC Acquisition Corp.
  • Bolle America , Inc.
  • Essilor Acquisition Corporation
  • A. Herb Morris & Partners , Ltd. v. Opti-Ray , Inc.
  • Omega Optical Co.
  • Omega Group Limited
  • C. Magnivision , Inc.
  • Benson Eyecare Corporation
  • BEC Group , Inc. V. Stock Purchase
  • Lantis Eyewear Corporation
  • Foster Grant Holdings , Inc.
  • Superior Vision Services , Inc.
  • Obligations Relating to Sterling Vision , Inc.
  • Pembridge Optical Partners , Inc.
  • Bartley Optical Sales , Inc.
  • ORC Technologies , Inc.
  • Optical Radiation Corporation

Location:

  • Delaware
  • ORC Caribe
  • Assignee
  • New York
  • N.A.
  • L.P.

Money:

  • Ten Dollars
  • $ 10.00
  • $ 1,000,000

Person:

  • Martin E. Franklin
  • Gary Kiedaisch
  • Benson
  • Thomas W. Dornfeld
  • Alan Katz