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. (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: 
                                             -------------------------------- 
                                             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 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. 

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 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. 

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: Jan. 12, 1998
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.
  • AAi Common Stock
  • FGH Preferred Stock
  • ILC 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
  • Benson Eyecare Corporation C. Magnivision , Inc.
  • 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
  • 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 %