BILL OF SALE AND ASSIGNMENT AGREEMENT

 

                     BILL OF SALE AND ASSIGNMENT AGREEMENT

         THIS BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT,
dated as of March 11, 1998, 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. (a) 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.

            (b) Assignee hereby agrees that to the extent Assignee exchanges 
all, but not less than all, of its shares of Foster Grant Holdings, Inc. Series
A Preferred Stock (the "FGH Preferred Stock") for shares of common stock ("AAi
Common Stock") of Accessories Associates, Inc. ("AAi"), Assignee shall deliver
to Assignor 35.71% (such portion of the shares of AAi Common Stock is
hereinafter referred to as the "Assignor Shares") of all of such exchanged
shares of AAi Common Stock received by Assignee together with any rights
attaching thereto (including, but not limited to, the registration rights
referred to in the Exchange and Registration Rights Agreement dated as of
December 11, 1996 and made between AAi and Assignor). However, in the event
that Assignee does not obtain the Assignor Shares, Assignee

hereby agrees to pay to Assignor the first $2.5 million received by Assignee
from proceeds (the "Proceeds") relating to (i) the sale by Assignee of the FGH
Preferred Stock or (ii) the redemption by Foster Grant Holdings, Inc. of the
FGH Preferred Stock. In the event that Assignor does not receive either the
Assignor Shares or $2.5 million from Assignee, as described above, on or before
the date that is five years after the effective date of Assignor's merger with
ILC Technologies, Inc., Assignee shall promptly pay to Assignor, an amount
equal to $2.5 million less any amount previously paid to Assignor by Assignee
from the Proceeds.

         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 a of the date first above written.

                             ASSIGNOR
                             BEC GROUP, INC.

                             By: /s/ Martin E. Franklin
                                 ____________________________________
                                    Name:  Martin E. Franklin
                                    Title: Chairman and Chief Executive Officer

                             ASSIGNEE:
                             BOLLE INC.

                             By: /s/ Gary Kiedaisch
                                 ____________________________________
                                    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 5/3/96.

         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.

                                   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 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. (the "Eyecare Shares"). All interests, rights,
         duties and obligations of BEC to Lantis Eyewear Corporation under the
         Stock Purchase Agreement, dated November 14, 1996, by and among BEC
         and Lantis Eyewear Corporation (as amended), relating to the Eyecare
         Shares.

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.

VII. Share Certificate No. OC72 and EC73, representing (respectively) 1,174
shares of Optical Acquisition Corp. stock and 1,174 shares of Eyecare
Acquisition Corp. stock.

VIII.Share Certificate No. 1, representing 1,000 shares of common stock of ORC
Management Corporation.

 

Basic Info X:

Name: BILL OF SALE AND ASSIGNMENT AGREEMENT
Type: Assignment Agreement
Date: March 26, 1998
Company: BEC GROUP INC
State: Delaware

Other info:

Date:

  • March 11 , 1998
  • September 30 , 1995
  • March 31 , 1995
  • March 31 , 1994
  • July 26 , 1995
  • November 13 , 1996
  • December 11 , 1996
  • September 30 , 1994
  • August 26 , 1994
  • April 21 , 1997
  • November 14 , 1996
  • December 8 , 1995
  • May 3 , 1996

Organization:

  • Optical Radiation Foreign Sales Corporation
  • Voltarc Technologies , Inc.
  • AAi Common Stock
  • FGH Preferred Stock
  • ILC Technologies , Inc.
  • Martin E. Franklin Title
  • 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
  • Benson Eyecare Corporation C. Magnivision , Inc.
  • BEC Group , Inc.
  • Foster Grant Holdings , Inc.
  • Superior Vision Services , Inc.
  • Obligations Relating to Sterling Vision , Inc.
  • Pembridge Optical Partners , Inc.
  • Lantis Eyewear Corporation
  • Bartley Optical Sales , Inc.
  • ORC Technologies , Inc.
  • Optical Radiation Corporation
  • Optical Acquisition Corp.
  • Eyecare Acquisition Corp.
  • ORC Management Corporation

Location:

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

Money:

  • Ten Dollars
  • $ 10.00
  • $ 2.5 million
  • $ 1,000,000

Person:

  • Assignor
  • Martin E. Franklin
  • Gary Kiedaisch
  • Benson
  • Thomas W. Dornfeld
  • Bonneau Company D. Alan Katz

Percent:

  • 35.71 %