1 EXHIBIT 10.14 ASSET PURCHASE AGREEMENT

1
EXHIBIT 10.14

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ASSET PURCHASE AGREEMENT

among

XXX XXXXX CO.,

THE TRUSTS FOR THE BENEFIT OF
XXXXXXX XXXXXXX'X CHILDREN SET FORTH
ON THE SIGNATURE PAGE HERETO,

and

EVENFLO & SPALDING HOLDINGS CORPORATION

Dated as of November 26, 1997

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TABLE OF CONTENTS

Page

1. Purchase and Sale of Assets; Assumption of Certain
Liabilities............................................................................................... 1
1.1. Transfer of Assets.................................................................................. 1
1.2. Excluded Assets..................................................................................... 3
1.3. Instruments of Conveyance and Transfer.............................................................. 3
1.4. Further Assurances.................................................................................. 3
1.5. Assumed Liabilities................................................................................. 4

2. Closing; Payment of Purchase Price at Closing............................................................. 4
2.1. Closing Date........................................................................................ 4
2.2. Purchase Price and Payment.......................................................................... 5

3. Representations and Warranties............................................................................ 6
3.1. Representations and Warranties of Seller and
Stockholder....................................................................................... 6
(a) Due Organization; Power; Capacity; Good
Standing.......................................................................................... 6
(b) Authorization and Validity........................................................... 6
(c) No Governmental Approvals or Notices
Required; No Conflict............................................................................. 7
(d) Absence of Liens; Condition of Assets................................................ 8
(e) Contracts, Permits and other Data.................................................... 8
(f) Legal Proceedings.................................................................... 8
(g) Intellectual Property................................................................ 9
(h) Compliance with Law and Requirements................................................. 9
(i) Broker's Fees........................................................................ 9
(j) Purchase for Investment; Investor
Sophistication.................................................................................... 9
3.2. Representations and Warranties of Buyer.............................................................. 10
(a) Due Organization; Good Standing and
Power............................................................................................. 10
(b) Authorization and Validity................................................................... 11
(c) Governmental Approvals; No Conflict.......................................................... 11
(d) Brokers' Fees................................................................................ 12
(e) Buyer Common Stock........................................................................... 12
3.3. Survival of Representations.......................................................................... 12

4. Agreements................................................................................................ 12
4.1. Access to Information............................................................................ 12
4.2. Asset Liquidation Plan........................................................................... 12
4.3. Customer Service and Returns..................................................................... 13
4.4. Rights Under Stockholders' Agreement............................................................. 13

5. Employees and Employee Benefits........................................................................ 13
5.1. WARN Act......................................................................................... 13
.............................................................................................. 14
.............................................................................................. 14
5.2. Employee Related Indemnification................................................................. 14

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Page

....................................................................................................... 14

6. Indemnification........................................................................................ 14
6.1. Seller and Stockholder Indemnity................................................................. 14
6.2. Buyer Indemnity.................................................................................. 15
6.3. Procedures for Indemnification................................................................... 16
6.4. Additional Agreements............................................................................ 17

7. Miscellaneous.......................................................................................... 19
7.1. Public Announcements............................................................................. 19
7.2. Expenses......................................................................................... 19
7.3. Transfer Taxes and Recording Expenses............................................................ 19
7.4. Notices.......................................................................................... 19
7.5. Entire Agreement................................................................................. 20
7.6. Binding Effect; Benefit.......................................................................... 21
7.7. Bulk Sales Law................................................................................... 21
7.8. Assignability.................................................................................... 21
7.9. No Third Party Beneficiaries..................................................................... 21
7.10. Amendment; Waiver............................................................................... 21
7.11. No Use of Xxxxx Name............................................................................ 22
7.12. Section Headings; Table of Contents............................................................. 22
7.13. Severability.................................................................................... 22
7.14. Counterparts.................................................................................... 22
7.15. APPLICABLE LAW.................................................................................. 22
7.16. Binding Arbitration............................................................................. 22
7.17. Customer Records................................................................................ 22

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4
ASSET PURCHASE AGREEMENT, dated as of November 26, 1997, (the
"Agreement") among XXX XXXXX CO., a Virginia corporation ("Seller"), the trusts
set forth on the signature page hereto (individually and collectively, the
"Stockholder") and EVENFLO & SPALDING HOLDINGS CORPORATION, a Delaware
corporation ("Buyer").

WITNESSETH

WHEREAS, Seller is engaged in the manufacture, distribution
and sale of premium golf products, apparel and equipment;

WHEREAS, Stockholder is the sole stockholder of Seller; and

WHEREAS, upon and subject to the terms and conditions set
forth herein, Buyer desires to buy and Seller desires to sell certain assets in
connection therewith, and Buyer is willing to assume only those liabilities and
obligations of Seller specifically assumed by Buyer, all as hereinafter set
forth.

NOW, THEREFORE, in consideration of the premises and of the
mutual covenants of the parties hereto, it is hereby agreed as follows:

1. Purchase and Sale of Assets; Assumption of Certain
Liabilities

1.1. Transfer of Assets. On the basis of the representations,
warranties, covenants and agreements and subject to the satisfaction (or waiver
by the party whose obligations hereunder are subject to such satisfaction) of
the conditions set forth in this Agreement, on the Closing Date (as defined in
Section 2.1), Seller shall sell, convey, assign, transfer and deliver to Buyer
and/or Buyer's assignees, and Buyer shall purchase and acquire from Seller, the
assets, rights, properties, claims, contracts and business of Seller as set
forth below:

(a) the contracts and agreements listed on
Schedule 1.1(a);

(b) all Seller's right, title and interest in and to the "Xxx
Xxxxx" or "Xxxxx" name, (including on product lines retained by the Seller) and
the following property (including all rights to xxx for past infringement
thereof) (collectively, the "Intellectual Property"):

(i) all United States and foreign registered
and unregistered trademarks and service marks,

trademark and service xxxx registrations, trademark and service xxxx
applications for registration, trade names and the like (including
product names and corporate names), as set forth on Schedule 1.1(b)(i)
together with the goodwill connected with the use of and symbolized by
such marks, names, registrations and applications for registration;

(ii) all United States and foreign patents, patent
applications, and all other patent rights, copyrights, copyright
registrations and copyright applications as set forth on Schedule
1.1(b)(ii);

(iii) all information, recorded knowledge, surveys,
copies of customer records adequate to determine past sales and payment
history, engineering reports, product drawings and designs, molds,
prototypes, quality control data, manuals, catalogues, research data,
proprietary information, know-how, trade and business secrets, photos,
art work, editorial materials, formats, syndicated market research
data, sales data and other similar information and all other
intellectual property;

(iv) all non-governmental licenses, sublicenses,
covenants or agreements to which Seller is a party, which relate in
whole or in part to any items of the categories mentioned above in
clauses (i) - (iii), including all trademark licenses as set forth on
Schedule 1.1(b)(iv);

(v) all rights and privileges related to the use of
phone numbers currently used by Seller;

(c) Seller's inventory (finished and unfinished) of "Apex"
and "Medallion" golf club lines, in each case as detailed on Schedule 1.1(c);

(d) Seller's equipment and other tangible personal property of
Seller set forth on Schedule 1.1(d) (collectively, the "Equipment") and all
warranties and guarantees, if any, express or implied, existing for the benefit
of Seller with respect to the Equipment as set forth in Schedule 1.1(d);

(e) all supplies on hand, in transit or on order as of the
opening of business on the Closing Date, including, without limitation,
stationery, forms, labels, directories and promotional materials used in the
marketing of the Xxx Xxxxx or Xxxxx names or the other Assets;

(f) all sales promotion and selling literature and promotional
and advertising materials used in the marketing of the Xxx Xxxxx or Xxxxx names
or the other Assets; and

(g) the licenses, permits or franchises listed on Schedule
1.1(g).

The assets being sold, conveyed, assigned, transferred and delivered to Buyer by
Seller hereunder are sometimes hereinafter referred to as the "Assets."

1.2. Excluded Assets. It is expressly understood and agreed
that the Assets shall only include those items set forth in Section 1.1 of this
Agreement and shall not include any of the shares of capital stock or real
property of the Seller.

1.3. Instruments of Conveyance and Transfer. On the Closing
Date, Seller shall (a) deliver or cause to be delivered to Buyer such bills of
sale, endorsements, consents, assignments, and other good and sufficient
instruments of conveyance and assignment, all in recordable form, where
applicable, as shall be effective to vest in Buyer all right, title and
interest of Seller in and to the Assets, and (b) transfer to Buyer originals of
all contracts, agreements, commitments, books, records, files, certificates,
licenses, permits, plans and specifications and other data of Seller that
relate to the Assets, including, without limitation, computer tapes and
computer-generated records. All materials referred to in subsection (b) shall
be delivered to Buyer in the form and order in which they are maintained by
Seller.

1.4. Further Assurances. From time to time after the Closing
Date, Seller, Stockholder and any person that directly, or indirectly through
one or more intermediaries, controls or is controlled by or is under common
control with Seller or Stockholder (an "Affiliate") shall execute, acknowledge
and deliver, or cause to be executed, acknowledged and delivered, such other
documents and instruments, including but not limited to instruments of
conveyance and assignments, and will take or cause to be taken such other
actions as Buyer may reasonably request in order more effectively to sell,
convey, assign, transfer, and deliver to Buyer any of the Assets, or to enable
Buyer to protect, exercise and enjoy all rights and benefits of Seller with
respect thereto, and as otherwise may be appropriate to fulfill the obligations
and transactions herein contemplated. Notwithstanding anything to the contrary
set forth in this Agreement, to the extent that any consent or approval is not
obtained with respect to any contract, lease, license or agreement as
contemplated above, this Agreement shall not constitute an assignment or an
attempted assignment thereof. In each such case, Seller agrees to cooperate with
Buyer in any reasonable arrangement designed to (i) provide for Buyer the
benefits

under any such contract, lease, license or agreement, including enforcement at
the cost and for the account of Buyer of any and all rights of Seller against
the other party or otherwise and (ii) insure performance by Buyer of Seller's
obligations thereunder to the extent Buyer receives such benefits. If and to the
extent that such arrangement cannot be made, Buyer shall not have any obligation
with respect to any such contract, lease, license or agreement.

1.5. Assumed Liabilities. On the basis of the representations,
warranties, covenants and agreements and subject to the satisfaction of the
conditions set forth in this Agreement, on the Closing Date, Buyer shall assume
and agree to pay, perform and discharge when due, the following liabilities and
obligations of Seller: (a) Seller's obligations under the contracts listed on
Schedule 1.1 which are assigned by Seller to Buyer and as to which Buyer
succeeds to the rights of Seller, but only to the extent of liabilities and
obligations that occur thereunder after the opening of business on the Closing
Date; (b) Seller's obligations under the licenses, permits and franchises listed
in Schedule 1.1(g), but only to the extent of liabilities and obligations that
arise thereunder after the close of business on the Closing Date; (c)
liabilities and obligations specifically listed on Schedule 1.5 and (d) those
liabilities expressly assumed by Buyer pursuant to the terms of this Agreement.
Buyer is not assuming, nor shall it be deemed to have assumed, (i) any liability
or obligation of any kind or nature, except as provided in this Section 1.5,
(ii) any liability or obligation relating to the excluded assets described in
Section 1.2. or (iii) any liability or obligation relating to the operations of
Seller's business prior to the Closing Date (including any environmental,
employee-related or product liability related liabilities or obligations
(whether or not relating to any of the Assets purchased, including any
liabilities relating to design or manufacturing defects which defects occurred
prior to the Closing Date) whether or not the claim resulting in the liability
arises prior to or after the Closing Date. The liabilities and obligations
assumed by Buyer in accordance with this Section 1.5 are sometimes hereinafter
referred to as the "Assumed Liabilities."

2. Closing; Payment of Purchase Price at Closing

2.1. Closing Date. On and subject to the conditions herein
set forth, the closing with respect to the transactions provided for in this
Agreement (the "Closing") shall take place as of November 26, 1997 at 10:00
a.m. (Eastern Time) at the offices of Williams, Mullen, Christian & Xxxxxxx,
0000 Xxxx Xxxx Xxxxxx,

Xxxxxxxx, Xxxxxxxx, 00000, or at such other time and place as shall be agreed
upon by the parties hereto. The actual time and date of the Closing are herein
referred to as the "Closing Date".

2.2. Purchase Price and Payment. (a) In consideration for the
Assets, and subject to the terms and conditions of this Agreement, Buyer shall
on the Closing Date (i) assume the Assumed Liabilities as provided in Section
1.5, (ii) deliver to the escrow agent pursuant to Section 6.4(d), pursuant to
the trust allocation set forth in Schedule 2.2, 1,800,000 shares of Buyer's
common stock, par value $.01 per share ("Buyer Common Stock"), and (iii) deliver
to the escrow agent pursuant to Section 6.4(d), an unsecured $4,024,925 10.5%
PIK note (the "PIK Note") in the form attached hereto as Exhibit A
(collectively, the "Purchase Price"). Buyer, in its sole discretion, may, at any
time within 60 days of the Closing Date, reduce the principal amount of the PIK
Note held by the escrow agent by up to $1 million and increase the number of
shares of Buyer Common Stock held by the escrow agent by up to 200,000 shares.
In the event Buyer takes such action, no interest shall be deemed to have
accrued on the $1 million principal amount of the PIK Note that is reduced.

(b) In addition to the Purchase Price, Buyer agrees to (i)
purchase the inventory and certain equipment and tangible personal property of
Seller set forth on Schedule 2.2(b)-1 for cash, payable within 21 days of the
Closing Date, in accordance with the purchase price formula set forth on said
schedule for the actual inventory counted as the inventory is shipped; provided,
that in no event will the amount paid for additional inventory pursuant to this
Section 2.2(b) exceed $1,727,726, (ii) Buyer agrees to pay to Seller in cash on
the Closing Date $34,651 as consideration for the additional week of
compensation paid by Seller to Seller's sales representatives at Buyer's
request, (iii) Buyer agrees to pay to Seller in cash on the Closing Date $37,074
as consideration for the additional fixed assets set forth on Schedule 2.2(b)-2
and (iv) Buyer agrees to pay to Seller in cash on the Closing Date $24,687 as
consideration for the down payment on the Orlando trade show booth.

(c) Notwithstanding the foregoing, (i) in the event that the
final amount of the inventory set forth in Schedule 1.1(c) is less than
$1,400,274 Seller shall provide to Buyer a number of golf ball cartons (dozen
count) equal to the amount of such deficiency divided by 7.75 and (ii) in the
event that the final amount of the inventory set forth in Schedule 1.1(b) is
more than $1,400,274 Buyer shall purchase from Seller a number of

golf ball cartons (dozen count) equal to the amount of such excess divided by
7.75 at $7.75 per carton.

(d) The Buyer will decide the allocation of the Purchase
Price among the individual Assets and the Intellectual Property, and Seller and
the Stockholders agree to comply with the allocation.

3. Representations and Warranties

3.1. Representations and Warranties of Seller and Stockholder.
Seller (and Stockholder with respect to 3.1(b), (c) and (j)) represent and
warrant to Buyer as follows (provided that, with respect to Seller, if any
representation or warranty is made hereunder to the "best knowledge" of Seller,
such knowledge shall be limited to information obtained by an examination of
Seller's managerial and supervisory employees and records:

(a) Due Organization; Power; Capacity; Good Standing. Seller
is a corporation duly organized, validly existing and in good standing under the
laws of its jurisdiction of organization and has the requisite corporate power
and authority to own, lease and operate its properties and assets and to conduct
its business as now conducted by it. Seller has all requisite corporate and
other power and authority to enter into this Agreement and any other agreement
contemplated hereby and to perform its obligations hereunder and thereunder.
Stockholder has the capacity and legal authority to enter into this Agreement
and perform its obligations hereunder. Seller is duly authorized, qualified or
licensed to do business as a foreign corporation, and is in good standing, in
each of the jurisdictions in which its right, title or interest in or to any of
the assets held by it, or the conduct of its business, requires such
authorization, qualification or licensing, except where the failure to so
qualify or to be in good standing could not have a material adverse effect on
the condition (financial or other), of the Assets, the amount of the Assumed
Liabilities, or have an adverse effect on Seller's ability to perform its
obligations hereunder or under any other agreement contemplated hereby (each of
such effects is herein called a "Material Adverse Effect").

(b) Authorization and Validity. The execution, delivery and
performance by Seller of this Agreement and any other agreements contemplated
hereby and the consummation by it of the transactions contemplated hereby and
thereby have been duly authorized by the Stockholder and by the Board of
Directors of Seller. No other corporate or stockholder action is necessary for
the

authorization, execution, delivery and performance by Seller of this Agreement
and any other agreements contemplated hereby and the consummation by Seller of
the transactions contemplated hereby or thereby. This Agreement has been duly
executed and delivered by each of Seller and Stockholder and constitutes a valid
and legally binding obligation of each of Seller and Stockholder, enforceable
against them in accordance with its terms, except as enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium and other similar
laws relating to or affecting creditors' rights generally, by general equitable
principles (regardless of whether such enforceability is considered in a
proceeding in equity or at law) or by an implied covenant of good faith and fair
dealing.

(c) No Governmental Approvals or Notices Required; No
Conflict. The execution, delivery and performance of this Agreement and any
other agreements contemplated hereby by Seller or Stockholder and the
consummation by Seller and Stockholder of the transactions contemplated hereby
and thereby (i) will not violate (with or without the giving of notice or the
lapse of time or both), or require any consent, approval, filing or notice
under, any provision of any law, rule or regulation, court or administrative
order, writ, judgment or decree applicable to Seller or any of the Assets or any
of its assets or properties, except for such violations the occurrence of which,
and such consents, approvals, filings or notices the failure of which to obtain
or make, could not, either individually or in the aggregate, have a Material
Adverse Effect, and (ii) will not (with or without the giving of notice or the
lapse of time or both) (x) violate or conflict with, or result in the breach,
suspension or termination of any provision of, or constitute a default under, or
result in the acceleration of the performance of the obligations of Seller
under, or (y) result in the creation of any lien, mortgage, pledge, security
interest, claim, charge or encumbrance or other restriction of any kind or
nature (collectively, "Liens") upon all or any portion of the Assets pursuant
to, the charter or by-laws of Seller, or any indenture, mortgage, deed of trust,
lease, agreement, contract or instrument to which Seller is a party or by which
Seller or any of the Assets are bound, except for such violations, conflicts,
breaches, suspensions, terminations, defaults, accelerations or Liens which,
either individually or in the aggregate, could not have a Material Adverse
Effect.

(d) Absence of Liens; Condition of Assets.

(i) Seller has, and Buyer on the Closing Date will receive,
good and marketable title to all the Assets (except that Seller makes
no representation as to the merchantability of the inventory being
purchased), free and clear of all Liens other than as expressly assumed
in the Assumed Liabilities.

(ii) Seller has no knowledge of any material defect in the
normal operating condition and repair of the fixed assets being sold to
Buyer.

(e) Contracts, Permits and other Data.
Schedule 1.1(a) sets forth a true and complete list of all of the contracts
relating to the Assets that buyer is purchasing. True and complete copies of
all documents (including all amendments thereto and waivers in respect thereof)
referred to in the foregoing Schedules have been delivered or made available to
Buyer. To the best knowledge of Seller, all rights, licenses, permits, leases,
registrations, applications, contracts, agreements, commitments and other
arrangements referred to in such Schedules are in full force and effect and
are valid and enforceable in accordance with their respective terms, except
where the failure to be in full force and effect and valid and enforceable
could not, either individually or in the aggregate, have a Material Adverse
Effect. Seller is not (and to the best knowledge of Seller, each other party
thereto is not) in breach or default in the performance of any obligation
thereunder, and, to the best knowledge of Seller, no event has occurred or has
failed to occur whereby, with or without the giving of notice or the lapse of
time or both, a default or breach will be deemed to have occurred thereunder or
any of the other parties thereto have been or will be released therefrom or
will be entitled to refuse to perform thereunder, except for such breaches,
defaults and events which, either individually or in the aggregate, could not
have a Material Adverse Effect.

(f) Legal Proceedings. Except as set forth in Schedule
3.1(f), there is no litigation, proceeding or governmental investigation to
which Seller is a party pending or, to the best knowledge of Seller, threatened
in writing against it or relating to the Assets or the business of Seller or
the transactions contemplated by this Agreement which could, either
individually or in the aggregate, result in any Material Adverse Effect or
which seeks to restrain or enjoin the consummation of any of the transactions
contemplated hereby. To the best knowledge of Seller, neither Seller nor
Stockholder is in violation of any term of any judgment, writ, decree,
injunction or order entered by any court or governmental authority (domestic or
foreign) and outstanding against Seller or with respect to

any of its assets or properties which violation could have a Material Adverse
Effect. To the best knowledge of Seller, there are no facts which could provide
a basis for any successful prosecution of any such litigation, proceeding or
investigation.

(g) Intellectual Property. Except as set forth in Schedule
3.1(g), the Seller will transfer the Intellectual Property free and clear of all
Liens and Seller will transfer all its right, title and interest in and to the
Intellectual Property to Buyer, including all of its rights under any valid and
binding contracts to use the Intellectual Property. No claims have been asserted
in writing within the past five years or are currently in dispute or pending to
the effect that the use of the Intellectual Property by Seller infringes on any
intellectual property of any other person in any material respect. To the best
knowledge of Seller, the use of all Intellectual Property in the United States
by Seller does not infringe on the rights of any person. To the best knowledge
of Seller, the use of all material Intellectual Property outside the United
States by Seller does not infringe on the rights of any person. Seller owns all
material Intellectual Property used in Seller's business as presently conducted.
Seller and Buyer will share any fees or expenses related to the transfer of the
Intellectual Property to Buyer.

(h) Compliance with Law and Requirements. Seller has conducted
its business in compliance in all material respects with all applicable laws,
ordinances, regulations, rights of concession, licenses, know-how or other
proprietary rights of others, the failure to comply with which could
individually or in the aggregate have a Material Adverse Effect.

(i) Broker's Fees. Neither Seller nor any of its officers,
directors or employees or Affiliates has employed any broker or finder or
incurred any other liability for any brokerage fees, commissions or finders'
fees in connection with the transactions contemplated hereby.

(j) Purchase for Investment; Investor Sophistication.

(1) Each Stockholder is an "accredited investor" as
such term is defined under Rule 501 of the rules promulgated
under the Securities Act of 1933, as amended (the "Securities
Act") and has sufficient knowledge and experience in
financial and business matters to enable it to

evaluate the merits and risks of the transactions
contemplated by the terms and conditions of this Agreement.

(2) Each Stockholder has been given access to
information regarding Buyer, including the opportunity to ask
questions of Buyer and receive answers from the officer and
employees of Buyer concerning the present and proposed
activities of Buyer, and to obtain information which
Stockholder deems necessary in order to evaluate the merits of
the transactions contemplated by this Agreement.

(3) Each Stockholder is receiving the Buyer Common
Stock solely for its own account, for investment purposes,
and not with a view to resale or distribution of all or any
part of the stock of Buyer. Each Stockholder understands that
the Buyer Common Stock has not been registered under the
Securities Act, or applicable state securities laws, on the
grounds that such shares will be issued in a transaction not
involving any public offering to a knowledgeable investor
that is familiar with the affairs and proposed operations of
the Buyer and that consequently such transaction is exempt
from registration under the Securities Act and applicable
state laws.

3.2. Representations and Warranties of Buyer.
Buyer represents and warrants to Seller and Stockholder as follows:

(a) Due Organization; Good Standing and Power. Buyer is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware. Buyer has all requisite corporate and other power and
authority to enter into this Agreement and any other agreement contemplated
hereby and to perform its obligations hereunder and thereunder. Buyer is duly
authorized, qualified or licensed to do business as a foreign corporation, and
is in good standing, in each of the jurisdictions in which its right, title or
interest in or to any asset, or the conduct of its business, requires such
authorization, qualification or licensing, except where the failure to so
qualify or to be in good standing could not have an adverse effect on the
ability of Buyer to perform its obligations hereunder or under any other
agreement contemplated hereby.

(b) Authorization and Validity. The execution, delivery and
performance by Buyer of this Agreement and any other agreements contemplated
hereby and the consummation by Buyer of the transactions contemplated hereby and
thereby have been duly authorized by its Board of Directors. No other corporate
or stockholder action is necessary for the authorization, execution, delivery
and performance by Buyer of this Agreement and any other agreement contemplated
hereby and the consummation by Buyer of the transactions contemplated hereby or
thereby. This Agreement has been duly executed and delivered by Buyer and
constitutes a valid and legally binding obligation of Buyer, enforceable against
Buyer in accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium and other similar laws
relating to or affecting creditors' rights generally, by general equitable
principles (regardless of whether such enforceability is considered in a
proceeding in equity or at law) or by an implied covenant of good faith and fair
dealing.

(c) Governmental Approvals; No Conflict. The execution,
delivery and performance of this Agreement and any other agreements
contemplated hereby by Buyer and the consummation by it of the transactions
contemplated hereby and thereby (i) will not violate (with or without the
giving of notice or the lapse of time or both), or require any consent,
approval, filing or notice under any provision of any law, rule or regulation,
court or administrative order, writ, judgment or decree applicable to Buyer or
its assets or properties, except for such violations the occurrence of which,
and such consents, approvals, filings or notices the failure of which to obtain
or make, could not, either individually or in the aggregate, have an adverse
effect on Buyer's ability to perform its obligations hereunder, and (ii) will
not (with or without the giving of notice or the lapse of time or both) (x)
violate or conflict with, or result in the breach, suspension or termination of
any provision of, or constitute a default under, or result in the acceleration
of the performance of the obligations of Buyer, under, or in the creation of
any Liens pursuant to the charter or by-laws of Buyer or any indenture,
mortgage, deed of trust, lease, agreement, contract or instrument to which
Buyer is a party or by which Buyer is bound, except for such violations,
conflicts, breaches, suspensions, terminations, defaults, accelerations or
Liens which could not have an adverse effect on Buyer's ability to perform its
obligations hereunder.

(d) Brokers' Fees. Neither Buyer nor any of its officers,
directors or employees, on behalf of Buyer, has

employed any broker or finder or incurred any other liability for any brokerage
fees, commissions or finders' fees in connection with the transactions
contemplated hereby.

(e) Buyer Common Stock. The book value of the Buyer Common
Stock upon the closing of the recapitalization of Buyer on September 30, 1996
was $5 per share. A true and complete schedule of the ownership of the shares of
Buyer Common Stock as of November 26, 1997 is attached hereto as Exhibit 3.2(e),
except for immaterial issuances to employees pursuant to Buyer's employee stock
purchase plan.

3.3. Survival of Representations. The representations,
warranties, covenants and agreements contained in this Agreement, and in any
agreements, certificates or other instruments delivered pursuant to this
Agreement, shall survive the Closing and shall remain in full force and effect
for the applicable periods of time specified in subsection 6.4(a), regardless of
any investigations made by or on behalf of any party, but subject to all express
limitations and other provisions contained in this Agreement.

4. Agreements

4.1. Access to Information. After Closing, Buyer agrees to
provide Seller with reasonable access to information contained in the files and
records of Seller transferred to Buyer at Closing to the extent necessary for
Seller to prepare tax returns and other government mandated filings.

4.2. Asset Liquidation Plan. Seller shall have the right to
sell to third parties all inventory of the Company not being purchased by Buyer;
provided, that prior to making any sale in an amount exceeding $15,000 in a
single order, Seller shall provide Buyer with a written notice (the "Terms
Notice") setting forth the terms of such sale and Buyer shall have three days to
determine whether it desires to exercise its right to purchase such inventory on
the same terms set forth in the Terms Notice. In the event Buyer does not
exercise its right to purchase the inventory, Seller may sell the inventory to
such third party so long as the terms do not materially change from the terms
set forth in the Terms Notice. If Buyer exercises its rights pursuant to this
Section 4.2, it shall pay the amount set forth in the Terms Notice in cash to
Seller within 21 days of the date on which it notifies Seller of its intention
to make the purchase. Seller shall have 120 days to sell all of the Company's
inventory

pursuant to this Section 4.2 or such inventory shall be destroyed or delivered
to Buyer. Seller may not purchase or manufacture any new inventory after the
Closing Date; provided, that Seller may finish any raw or work-in-process
inventory held as of the Closing Date within 60 days of the Closing Date.

4.3. Customer Service and Returns. Commencing on the Closing
Date, Buyer shall administer on behalf of Seller all warranty claims associated
with products listed on Schedule 4.3 that were sold by Seller prior to the
Closing Date, in accordance with the terms of the express warranties
accompanying such products or made by Seller or otherwise consistent with
Seller's past practice in connection with sales of such products. On the Closing
Date, Seller shall provide Buyer at no charge with additional inventory
estimated to be sufficient to satisfy all warranty claims and in no event less
than $25,000 worth of golf club inventory (at standard manufacturing cost).
Seller's liability for such warranty claims shall be limited to the provision of
such inventory at Closing.

4.4. Rights Under Stockholders' Agreement. Commencing on the
Closing Date, and until the termination of the Stockholders' Agreement (as
defined below), each Stockholder hereby agrees, and will cause any of their
transferees to agree, to be bound by all of the terms, conditions and
obligations and shall be entitled to all of the rights and privileges, in each
case as are applicable to the "Abarco Holders" as such term is referred to in
the Stockholders' Agreement, in each case as if such Stockholder was an original
party thereto; provided, that Stockholder shall not have any demand registration
rights pursuant to Section 6 of the Stockholders' Agreement. As used in this
Section 4.4, Stockholders' Agreement shall refer to the Stockholders' Agreement
dated as of September 30, 1996 by and among Buyer, Strata Associates, L.P., KKR
Partners II and Abarco NV.

5. Employees and Employee Benefits

5.1. WARN Act. Buyer and Seller agree that for purposes of the
Worker Adjustment and Retraining Notification Act (the "WARN Act"), the Closing
Date shall be the "effective date" as such term is used in the WARN Act. Seller
agrees that it shall be responsible for any notification required under the WARN
Act with respect to Seller's employees and shall indemnify and hold harmless
Buyer and its Affiliates from and against all fines and other payments which may
become due under the WARN Act with respect to Seller's employees.

5.2. Employee Related Indemnification. The parties acknowledge
and agree that pursuant to Section 1.5 of this Agreement Buyer is not assuming
any liabilities with respect to any of Seller's employees except for those
employees that Buyer, in its sole discretion, determines to employ. With respect
to employees hired by Buyer and any former employee of Seller employed by Buyer
within 180 days of the Closing Date, Buyer shall be liable for any obligations
(including severance obligations) to such employees that relate to Seller's or
Buyer's employment of such persons after the date of hire by Buyer (other than
any obligations under any pension plan or any other employee benefit plan (as
such term is defined in Section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended) maintained or otherwise contributed to by Seller or any
Affiliate). The Sellers shall hold harmless, indemnify and defend Buyer and its
Affiliates from and against any and all actions, suits, proceedings, demands,
assessments, judgments, claims, liabilities, losses, costs, damages or expenses
(including interest, penalties and reasonable attorneys' fees, expenses and
disbursements in connection with any action, suit or proceeding against such
Person) resulting from, caused by or arising out of any employee benefit plan,
policy, program or arrangement maintained by the Seller for its employees,
except as otherwise stated above. Notwithstanding the foregoing, Seller shall be
responsible for any liabilities or obligations to any employees hired by Buyer
that are due or payable as a result of the consummation of the transactions
contemplated by this Agreement, including the termination of their employment
with Seller, regardless of their employment with Buyer.

6. Indemnification

6.1. Seller and Stockholder Indemnity. Seller and Stockholder
jointly and severally agree to indemnify and hold Buyer and its Affiliates
harmless against and in respect of (i) all obligations and liabilities of Seller
or any of its Affiliates, whether accrued, absolute, fixed, contingent or
otherwise, not assumed by Buyer pursuant to this Agreement or under any other
agreement executed and delivered by the parties in furtherance of the
transactions described herein; (ii) any claim, cost, loss, liability or damage
incurred or sustained by Buyer or its Affiliates as a result of any breach of a
representation or warranty by Seller or Stockholder; (iii) any claim, cost,
loss, liability or damage incurred or sustained by Buyer or its Affiliates as a
result of any breach by Seller or

Stockholder of any covenant or other agreement contained herein or under any
other agreement executed and delivered by the parties in furtherance of the
transactions described herein; (iv) liabilities for sales, use, income and other
taxes arising at any time out of the operation of the business of Seller and its
Affiliates prior to the opening of business on the Closing Date (including any
taxes described in Section 7.3 to the extent Seller is responsible therefor);
(v) any claim, cost, loss, liability or damage incurred or sustained by Buyer or
its Affiliates as a result of the operation of the business of Seller and its
Affiliates prior to the opening of business on the Closing Date (including but
not limited to, employee wages, salaries, bonuses, benefits or other employee
compensation (except as set forth in Section 5.2), workers' compensation,
litigation, governmental investigation or action or environmental-related
liability); (vi) all reasonable costs and expenses (including reasonable
attorneys' fees and disbursements) incurred by Buyer or its Affiliates in
connection with any action, suit, proceeding, demand, assessment or judgment
incident to any of the matters indemnified against in this Section 6.1; and
(vii) any claim, cost, loss, liability or damage incurred or sustained by Buyer
or its Affiliates as a result of the operation of any of the Assets by Seller or
its employees after the Closing Date.

6.2. Buyer Indemnity. Buyer agrees to indemnify and hold
Seller and Stockholder and their respective Affiliates harmless against and in
respect of (i) any claim, cost, loss, liability or damage incurred or sustained
by Seller or Stockholder or their respective Affiliates as a result of any
breach of a representation or warranty by Buyer; (ii) any claim, cost, loss,
liability or damage incurred or sustained by Seller or Stockholder or their
respective Affiliates as a result of any breach by Buyer of any covenant or
other agreement contained herein or under any other agreement executed and
delivered by the parties in furtherance of the transactions described herein;
(iii) any claim, cost, loss, liability or damage incurred or sustained by Seller
or any Affiliate of Seller relating to an Assumed Liability; (iv) any claim,
cost, loss, liability or damage incurred or sustained by Seller or Stockholder
or their Affiliates as a result of the use of the Assets by Buyer or its
Affiliates subsequent to the opening of business on the Closing Date (except to
the extent Buyer is indemnified for any such claim, cost, loss, liability or
damage pursuant to Section 6.1) and (v) all reasonable costs and expenses
(including reasonable attorneys' fees and disbursements) incurred by Seller or
its Affiliates in connection with any action, suit,

proceeding, demand, assessment or judgment incident to any of the matters
indemnified against in this Section 6.2.

6.3. Procedures for Indemnification. Promptly after receipt by an
indemnified party under this Section 6 of notice of any claim, the commencement
of any action, or the discovery of any facts or circumstances which could
reasonably result in, if not attended to, a claim or commencement of any action,
the indemnified party shall, if a claim in respect thereof is to be or may be
made against the indemnifying party under this Section 6, notify the
indemnifying party in writing of the claim, the commencement of that action or
state of facts or circumstances; provided that the failure to notify the
indemnifying party shall not relieve it from any liability which it may have to
the indemnified party. If any such claim shall be brought against an indemnified
party, and it shall notify the indemnifying party thereof, the indemnifying
party shall be entitled to participate jointly with the indemnified party in the
indemnified party's defense, settlement or other disposition of any such claim.
With respect to any such claim relating solely to the payment of money damages
and which will not result in the indemnified party's becoming subject to
injunctive or other relief or otherwise adversely affect the business of the
indemnified party in any manner, and as to which the indemnifying party shall
have acknowledged in writing the obligation to indemnify the indemnified party
hereunder, the indemnifying party shall have the sole right to defend, settle or
otherwise dispose of such claim, on such terms as the indemnifying party, in its
sole discretion, shall deem appropriate; provided, however, that the
indemnifying party shall obtain the written consent of the indemnified party,
which shall not be unreasonably withheld, prior to ceasing to defend, settling
or otherwise disposing of any such claim if as a result thereof the indemnified
party would become subject to injunctive or other equitable relief or the
business of the indemnified party would be adversely affected in any manner; and
provided, further, that if the indemnified party has elected to be represented
by separate counsel pursuant to the proviso to the following sentence, such
settlement or compromise shall be effected only with the consent of the
indemnified party, which consent shall not be unreasonably withheld. After
notice from the indemnifying party to the indemnified party of its election to
assume the defense of such claim or action, the indemnifying party shall not be
liable to the indemnified party under this Section 6 for any legal or other
expenses subsequently incurred by the indemnified party in connection with the
defense thereof other than reasonable costs of investigation; provided, however,
that the indemnified party shall have the right to employ counsel to

represent it if, in the indemnified party's reasonable judgment, it is advisable
for the indemnified party to be represented by separate counsel, and in that
event the fees and expenses of such separate counsel shall be paid by the
indemnifying party. The parties each agree to render to the other parties such
assistance as may reasonably be requested in order to insure the proper and
adequate defense of any such claim or proceeding. Notwithstanding the preceding,
(i) Buyer shall not make a claim for indemnity against Seller or Stockholder
under Section 6.1(ii) unless and until the aggregate amount of such claims
exceeds $50,000, whereupon Buyer may claim indemnification for the amounts of
such claims or any portion thereof exceeding $25,000 and (ii) Seller or
Stockholder shall not make a claim for indemnity against Buyer under Section
6.2(i) unless and until the aggregate amount of such claims exceeds $50,000,
whereupon Seller or Stockholder may claim indemnification for the amounts of
such claims or any portion thereof exceeding $25,000.

6.4. Additional Agreements. (a) The indemnities, covenants and
agreements provided in this Agreement shall survive the Closing, except that:
(i) Seller and Stockholder shall not be liable for any indemnification claim
hereunder with respect to a breach of a representation or warranty contained in
Section 3.1 pursuant to Section 6.1(ii) unless notice of such claim shall have
been delivered in accordance with this Section 6 on or before the eighteen month
anniversary of the Closing Date and (ii) Buyer shall not be liable for any
indemnification claim hereunder with respect to a breach of any representation
or warranty contained in Section 3.2, unless notice of such claim shall have
been delivered in accordance with this Section 6 on or before the eighteen month
anniversary of the Closing Date.

(b) If the payment of the amount with respect to which any claim
is made under this Section 6 ("Indemnity Claim"), gives rise to a currently
realizable Tax Benefit (as defined below) to the party making the claim, the
indemnity payment shall be reduced by the amount of the Tax Benefit available
to the party making the claim. To the extent such Indemnity Claim does not give
rise to a currently realizable Tax Benefit, if the amount with respect to which
any Indemnity Claim is made gives rise to a subsequently realized Tax Benefit
to the party that made the claim, such party shall refund to the indemnifying
party the amount of such Tax Benefit when, as and if realized. For the purposes
of this Agreement, any subsequently realized Tax Benefit shall be treated as
though it were a reduction in the amount of the initial Indemnity Claim, and
the liabilities of the parties shall

be redetermined as though both occurred at or prior to the time of the indemnity
payment. For purposes of this subsection 6.4(b), a "Tax Benefit" means an amount
by which the tax liability of the party (or group of corporations including the
party) is reduced (including, without limitation, by deduction, reduction of
income by virtue of increased tax basis or otherwise, entitlement to refund,
credit or otherwise) plus any related interest received from the relevant taxing
authority. Where a party has other losses, deductions, credits or items
available to it, the Tax Benefit from any losses, deductions, credits or items
relating to the Indemnity Claim shall be deemed to be realized last after any
other losses, deductions, credits or items are realized. For the purposes of
this subsection 6.4(b), a Tax Benefit is "currently realizable" to the extent it
can be reasonably anticipated that such Tax Benefit will be realized in the
current taxable period or year or in any tax return with respect thereto
(including through a carryback to a prior taxable period) or in any taxable
period or year prior to the date of the Indemnity Claim. In the event that there
should be a determination disallowing the Tax Benefit, the indemnifying party
shall be liable to refund to the indemnified party the amount of any related
reduction previously allowed or payments previously made to the indemnifying
party pursuant to this subsection 6.4(b). The amount of the refunded reduction
or payment shall be deemed a payment under Section 6 of this Agreement and thus
shall be paid subject to any applicable reductions under this subsection 6.4(b).

(c) The aggregate indemnification obligations of Seller and
Stockholder hereunder under Section 6.1(ii) shall not exceed the Purchase Price.
The indemnification obligations of Buyer hereunder under Section 6.2(i) shall
not exceed the Purchase Price.

(d) The parties agree that the PIK Note and the shares of
Buyer Common Stock will be held in escrow pursuant to the terms of the Escrow
Agreement entered into as of the Closing Date and attached hereto as Exhibit B.

(e) The parties agree that any indemnification payments made
pursuant to this Agreement shall be treated for tax purposes as an adjustment to
the Purchase Price, unless otherwise required by applicable law. To the extent
that any Indemnity Claim is required by any taxing authority or by applicable
law to be treated as taxable income to the party making the claim and is not
under applicable law permitted to be treated as an adjustment to the Purchase
Price, the amount of any indemnity payment shall be determined on an after-tax
basis (assuming a tax rate equal to the maximum marginal federal corporate
income

tax rate for the taxable year in which the indemnity is determined to be
taxable).

(f) Any party receiving notice of any claim by any taxing
authority that such party owes or may in the future owe Taxes shall, if the
claim to which such notice relates could, if resolved against such party,
reasonably be expected to have adverse consequences for other parties to this
Agreement, notify all other parties of such notice. Any party may, at its own
expense, be entitled to participate as an observer in the proceedings with
respect to any such claim.

7. Miscellaneous

7.1. Public Announcements. No news release or other public
announcement pertaining in any way to the transactions contemplated by this
Agreement will be made by any party without the prior written consent of the
other parties, unless in the opinion of counsel to such party such release or
announcement is required by law.

7.2. Expenses. Subject to Section 7.3, whether or not the
transactions contemplated by this Agreement are completed, each of the parties
hereto shall pay the fees and expenses incurred by it in connection with the
negotiation, preparation, execution and performance of this Agreement,
including, without limitation, attorneys' and accountants' fees. The foregoing
shall not affect the legal right, if any, that any party hereto may have to
recover expenses from any other party that breaches its obligations hereunder.

7.3. Transfer Taxes and Recording Expenses. Seller and Buyer
shall equally share the obligation to pay all sales, transfer taxes and
recording expenses, if any, required to be paid in connection with the transfer
of the Assets (including any interest charge or penalty with respect thereto).

7.4. Notices. All notices, requests, demands and other
communications which are required or may be given under this Agreement shall be
in writing and shall be deemed to have been duly given if delivered personally
or mailed, first class mail, postage prepaid, return receipt requested, as
follows:

(a) if to Stockholder or Seller:

Xx. Xxxxxxxx X. Xxxxxxxxx
CCA Industries, Inc.
000 X. Xxxx Xxxxxx
Xxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Telephone: 000-000-0000
Telecopy: 000-000-0000

with a copy to:

Xxxxxxxx X. Xxxxxxxx, Xx., Esquire
Williams, Mullen, Christian and Xxxxxxx
0000 X. Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000

(b) If to Buyer:

Evenflo & Spalding Holdings Corporation
000 X. Xxxxxxx Xxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxx, Xxxxxxx 00000
Telephone No. (000) 000-0000
Telecopy No. (000) 000-0000

Attention: Xxxxxx X. Xxxxxx, Esquire

with a copy to:

Xxxxxxx Xxxxxxx & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone No. (000) 000-0000
Telecopy No. (000) 000-0000

Attention: Xxxx X. Xxxxxxxx, Esquire

or to such other address or to the attention of such other person as any party
shall have specified by notice in writing to the other parties. All such
notices, requests, demands and communications shall be deemed to have been
received on the date of personal delivery or on the third business day after the
mailing thereof.

7.5. Entire Agreement. This Agreement (including the
Exhibits and Schedules hereto) constitutes the entire agreement between the
parties hereto and supersedes all prior agreements and understandings, oral

and written, between the parties hereto with respect to the subject matter
hereof.

7.6. Binding Effect; Benefit. This Agreement shall inure to
the benefit of and be binding upon the parties hereto and their respective
successors and assigns. Nothing in this Agreement, expressed or implied, is
intended to confer on any person other than the parties hereto or their
respective successors and assigns, any rights, remedies, obligations or
liabilities under or by reason of this Agreement.

7.7. Bulk Sales Law. The parties agree to waive compliance
with the provisions of the bulk sales law of any jurisdiction. Seller agrees to
indemnify and hold harmless Buyer from and against any and all liabilities which
may be asserted by third parties against Buyer as a result of such
noncompliance, except for such liabilities assumed pursuant to the Assumption
Agreement.

7.8. Assignability. This Agreement shall not be assignable,
in whole or in part, by any party hereto without the prior written consent of
the other parties hereto (except that Buyer may assign its rights hereunder to
an Affiliate and in connection with obtaining financing to fund all or any
portion of the Purchase Price).

7.9. No Third Party Beneficiaries. Nothing herein expressed
or implied shall confer upon any of the employees of Seller, Buyer, or any of
their Affiliates, any rights or remedies, including, without limitation, any
right to employment, or continued employment for any specified period, of any
nature or kind under or by reason of the Agreement.

7.10. Amendment; Waiver. This Agreement may be amended,
supplemented or otherwise modified only by a written instrument executed by the
parties hereto. No waiver by any party of any of the provisions hereof shall be
effective unless explicitly set forth in writing and executed by the party so
waiving. Except as provided in the preceding sentence, no action taken pursuant
to this Agreement, including without limitation, any investigation by or on
behalf of any party, shall be deemed to constitute a waiver by the party taking
such action of compliance with any representations, warranties, covenants, or
agreements contained herein, or in any documents delivered or to be delivered
pursuant to this Agreement or in connection with the Closing hereunder. The
waiver by any party hereto of a breach of any provision of this Agreement shall
not operate or be construed as a waiver of any subsequent breach.

7.11. No Use of Xxxxx Name. Except as required to comply with
the provisions of Section 4.2 and except as necessary to collect the receivables
of Seller, Seller and Stockholder agree that after the Closing Date they will
not use the "Xxxxx" name nor any derivative thereof for any commercial purpose
without the prior written consent of Buyer. Seller and Stockholder further agree
that no later than six months after the Closing Date (unless Seller no longer
exists as an entity) they will change the name of the Seller (including, as
necessary, any affiliate, subsidiary or division of Seller) so that it no longer
contains the word "Xxxxx" or any derivative thereof.

7.12. Section Headings; Table of Contents. The section
headings contained in this Agreement and the Table of Contents to this
Agreement are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.

7.13. Severability. If any provision of this Agreement
shall be declared by any court of competent jurisdiction to be illegal, void or
unenforceable, all other provisions of this Agreement shall not be affected and
shall remain in full force and effect.

7.14. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original and all
of which together shall be deemed to be one and the same instrument.

7.15. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

7.16. Binding Arbitration. Any controversy, dispute or claim
arising out of, in connection with, or in relation to, the construction,
performance, or breach of this Agreement shall be adjudicated by arbitration
conducted in accordance with the existing rules for commercial arbitration of
the American Arbitration Association, or any successor organization in New York
or Virginia as determined by the party initiating the arbitration. The demand
for arbitration shall be delivered in accordance with the notice provisions of
this Agreement.

7.17. Customer Records. The Seller agrees that it shall (i)
not share its customer records with any third party and (i) deliver all
customer records (including all originals and copies) to Buyer within 12 months
of the Closing Date.

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

EVENFLO & SPALDING HOLDINGS
CORPORATION

By /s/
-------------------------------
Name:
Title:

XXX XXXXX CO.

By /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President

X.X. XXXXX, III AND XXXXXXX X.
XXXXX, XX. SUCCESSOR CO-TRUSTEES
U/A DATED NOVEMBER 12, 1986 FBO
XXXXXXX XXXXXX XXXXXXX, III

By /s/ X.X. Xxxxx
-------------------------------
Name: X.X. Xxxxx
Title: Trustee

By /s/ Xxxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Trustee

X.X. XXXXX, III AND XXXXXXX X.
XXXXX, XX. SUCCESSOR CO-TRUSTEES
U/A DATED NOVEMBER 12, 1986 FBO
XXXXX XXXXXXXX XXXXXXX

By /s/ X.X. Xxxxx
-------------------------------
Name: X.X. Xxxxx
Title: Trustee

By /s/ Xxxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Trustee

X.X. XXXXX, III AND XXXXXXX X.
XXXXX, XX. SUCCESSOR CO-TRUSTEES
U/A DATED NOVEMBER 12, 1986 FBO
XXXXXXX XXXXXX XXXXXXX

By /s/ X.X. Xxxxx
-------------------------------
Name: X.X. Xxxxx
Title: Trustee

By /s/ Xxxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Trustee

X.X. XXXXX, III AND XXXXXXX X.
XXXXX, XX. SUCCESSOR CO-TRUSTEES
U/A DATED NOVEMBER 12, 1986 FBO
XXXXX XXXX XXXXXXX

By /s/ X.X. Xxxxx
-------------------------------
Name: X.X. Xxxxx
Title: Trustee

By /s/ Xxxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Trustee

X.X. XXXXX, III AND XXXXXXX X.
XXXXX, XX. SUCCESSOR CO-TRUSTEES
U/A DATED NOVEMBER 12, 1986 FBO
XXXXX XXXXXXX XXXXXXX

By /s/ X.X. Xxxxx
-------------------------------
Name: X.X. Xxxxx
Title: Trustee

By /s/ Xxxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Trustee

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Table of Contents

1 EXHIBIT 10.14 ASSET PURCHASE AGREEMENT

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