ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (this Agreement) dated as of the 20^th day of December, 2006, by and among (i) Forefront Devant Inc., a corporation organized and existing under the laws of the State of Florida (the Buyer), (ii) Devant Ltd., a corporation organized and existing under the laws of the State of North Carolina (the Seller), (iii) James M. Sheppard, Jr., Mary Ann Sheppard Chambers, Rebecca Sheppard Roberts and Deborah Ann Sheppard (each of such persons and Seller are collectively referred to herein as the Seller Responsible Parties), (iv) ForeFront Group, Inc., a Florida corporation (ForeFront Group) with respect to Sections 1.10(c)(vi) and (c)(x) and Articles 3 and 8 hereof, and (v) ForeFront Holdings, Inc., a Florida corporation (ForeFront Holdings) with respect to Sections 1.10(c)(vii) and (c)(x) and Articles 3, 3A and 8 hereof.

W I T N E S S E T H :

WHEREAS, the Seller is engaged in the business of manufacturing, marketing, distributing and selling high quality golf towels and other towels and related accessories (the Business);

WHEREAS, the Buyer desires to acquire from the Seller and the Seller desires to sell to the Buyer substantially all of the assets utilized in and associated with the operation of the Business (as presently conducted) upon the terms and subject to the conditions set forth in this Agreement (the Sale);

WHEREAS, the respective Board of Directors of the Seller and the Buyer have each approved the Sale, the terms of this Agreement and the transactions contemplated hereby.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties, intending legally to be bound, agree as follows:

AGREEMENT

[A list of defined terms is provided in Article 9 hereof]

Article 1. Purchase and Sale

1.1 General. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer shall purchase from Seller, and Seller shall sell, transfer, assign, convey and deliver to Buyer, all of Sellers right, title and interest in and to the Business, including, without limitation, in and to all of the assets, properties, rights, goodwill, contracts and claims of the Business, other than the Excluded Assets, wherever located, whether tangible or intangible, real or personal, known or unknown, actual or contingent, as the same shall exist as of the Closing (such rights, title and interest in and to all such assets, properties, rights, contracts and claims, being collectively referred to herein as, the Purchased Assets). The Purchased Assets shall include, without limitation, the following assets:

(a) cash and cash equivalents, including petty cash accounts or cash on hand or in bank accounts, certificates of deposit, commercial paper and other similar securities related to the Business;

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(b) all inventory (including work in process, raw materials and finished goods), goods in transit, unbilled revenues and other properties and rights associated with the performance of contracts and the operation of the Business;

(c) all equipment and machinery owned by Seller related to the Business, including but not limited to computers and software, office furniture and fixtures, as well as the rights to all communication numbers and addresses (telephone, fax, toll-free, e-mail, web site, domain name), telephone systems, office equipment and the like;

(d) all marketing materials, office supplies and letterhead used in connection with the Business;

(e) all accounts and notes receivable as well as other claims for money or other obligations due (or which hereafter will become due) to Seller arising out of the Business;

(f) all of Sellers ownership and rights to all, present and future, trade names, trademarks, trade dress, copyright, copy, marketing/advertising designs, and patents in all forms and languages, used in or related to the Business;

(g) all goodwill associated with the Business;

(h) all of Sellers past or present business files or records (active or inactive) related to the Purchased Assets including, but not limited to, appropriate correspondence, inquiries, contracts, agreements, letters of intent, customer lists, publications, forms and sales leads, but excluding all files and records relating to Excluded Assets and employees and employee benefits; provided, however, that the Seller shall be entitled to retain copies of all financial and tax related files and records and the Buyer shall be given copies of all employee and employee benefit files and records to the extent permissible by law;

(i) all right, title and interest in, to and under all Material Contracts associated with the Business and assumed by the Buyer, subject in each case to the terms of such contracts (the Assumed Contracts), a list of such Assumed Contracts is set forth in Schedule 1.1(i) hereto;

(j) all Permits which are transferable and which are used in the Business, as presently conducted (other than those related to the Excluded Assets);

(k) all rights of the Seller pursuant to any express or implied warranties, representations or guaranties made by suppliers to the Business;

(l) all rights under non-disclosure agreements with employees and agents of Seller and under confidentiality agreements with prospective purchasers of the Business or with other third parties to the extent relating to the Business;

(m) all deposits, prepaid charges, insurance, sums and fees, offset credit balances in any country, refunds, and causes of action (other than those related to the Excluded Assets);

(n) all assets associated with the Sir Christopher Hatton business recently acquired by the Seller; and

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(o) any other assets of Seller which are used in the Business and which are of a nature not customarily reflected in the books and records of a business, such as assets which have been written off for accounting purposes but which are still used by or of value to the Business.

The Purchased Assets will be delivered to Buyer free and clear of any Encumbrances.

1.2 Excluded Assets. Notwithstanding anything herein to the contrary, the Purchased Assets shall not include any of the following assets related to the Business (collectively, the Excluded Assets):

(a) The fee owned Real Property located at 3011 Walkup Avenue, Monroe, North Carolina 28110 (the Premises);

(b) All fixtures relating to the operation of the building or improvements located on the Premises (i.e., HVAC, plumbing, elevators, etc.) (but not including any furniture located within such improvements);

(c) Life insurance policies that are held for the benefit of Sheppard family members;

(d) Any personal items and furniture belonging to the Sheppard family located in their respective offices at the Premises, including without limitation, items contained in the attic above the embroidery department and the flush rear door area (also know as the boat area);

(e) Jeep, Tahoe and Ford F350 vehicles identified on Schedule 1.2(e); and

(f) the items of property described on Schedule 1.2(f).

1.3 Certain Provisions Relating to the Purchased Assets.

(a) To the extent that a contract, Permit or other asset which would otherwise be included within the definition of Purchased Assets, or any claim, right or benefit arising thereunder or resulting therefrom (each an Interest and collectively the Interests), is not capable of being sold, assigned, transferred or conveyed without the approval, consent or waiver of the issuer thereof or the other party thereto, or any third person (including a Governmental Authority), and such approval, consent or waiver has not been obtained prior to the Closing, or if such sale, assignment, transfer or conveyance or attempted sale, assignment, transfer or conveyance would constitute a breach thereof or a violation of any law, decree, order, regulation or other governmental edict, this Agreement shall not constitute a sale, assignment, transfer or conveyance thereof, or an attempted sale, assignment, transfer or conveyance thereof.

(b) Seller Responsible Parties and Buyer shall use their commercially reasonable best efforts and shall cooperate to obtain all approvals, consents or waivers necessary to convey to Buyer each Interest as of the Closing. The failure to obtain any approval, consent or waiver necessary to convey any Interest to Buyer shall not affect the obligations of the parties to close hereunder. Subsequent to the Closing, the Seller Responsible Parties shall execute and deliver any other instruments and take any actions, which may be reasonably required for the implementation of this Agreement and the transactions contemplated hereby.

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1.4 Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer will assume and become responsible for the following liabilities and obligations of the Seller (the Assumed Liabilities):

(a) all of the Sellers accounts payable (which have arisen in the ordinary course of the Business), accrued expenses and the third party liabilities and obligations set forth on Schedule 1.4(a);

(b) all liabilities and obligations arising out of the ownership by Buyer of the Purchased Assets or the operation by the Buyer of the Business after the Closing Date (other than any Excluded Liability); and

(c) the obligations under the Assumed Contracts being transferred to Buyer hereunder, a list of which is set forth on Schedule 1.1(i) (to the extent that such liabilities and obligations remain unsatisfied or are required to be performed on or after the Closing Date), including the salary and royalty obligations due to Sir Christopher Hatton (the amounts of which are tied to sales volume).

1.5 Excluded Liabilities. Except for the Assumed Liabilities, the Seller Responsible Parties and the Buyer expressly understand and agree that Buyer shall not assume, pay, perform or discharge or otherwise become liable for any obligations, commitments or liabilities of any and every nature whatsoever of the Seller, whether known or unknown, fixed or contingent, relating to the ownership of the Purchased Assets, the operation of the Business or otherwise (the Excluded Liabilities), including, without limitation, liabilities and obligations relating to or arising in connection with the following:

(a) all liabilities associated with the Real Property including the Premises including, without limitation, the note and mortgage thereon;

(b) liabilities resulting from Environmental Claims relating to the operation of the Business prior to the Closing;

(c) Sellers bank debt and other funded debt, including overdrafts, all of which will be paid or discharged in full by Seller at or prior to Closing;

(d) any liability or obligation arising out of any claim of or for injury to persons or property by reason of the improper performance or malfunctioning, improper design or manufacture, or failure to adequately package, label or provide warnings as to the hazards of, any product of the Business, where the injury giving rise to such claim occurred on or prior to the Closing Date;

(e) any liability of the Seller to any plan, individual or governmental agency arising out of any failure of the Seller to comply with the applicable provisions of any Employee Benefit Plans, ERISA, the Code, or other applicable Laws with respect to its employees, including any obligation or liability of the Seller for any penalty, fine or similar amount due from the Seller on account of any breach of fiduciary duty or failure to comply with applicable laws or regulations;

(f) any liability associated with the hiring, employment or termination of any employees of Seller at any time prior to Closing including obligations under any severance,

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deferred compensation or employment agreements, guaranteed fixed terms of employment or retirement benefits beyond those provided under applicable law, collective bargaining agreements, or any Employee Benefit Plan applicable to employees of the Business generally, which arises out of any acts or omissions of Sellers prior to the Closing Date;

(g) any liability associated with the Excluded Assets; and

(h) all liabilities of Seller or any Affiliate of Seller for Taxes.

1.6 Purchase Price; Payment. On the terms and subject to the conditions set forth in this Agreement, and subject to adjustment as provided herein, at the Closing the Buyer shall acquire the Purchased Assets from the Seller for an aggregate consideration ranging from approximately Five Million Dollars ($5,000,000) up to Five Million Seven Hundred and Fifty Thousand Dollars ($5,750,000) (the Purchase Price), dependent upon the amount paid by the Buyer with respect to the Sellers loan payable to RBC Centura described in Section 1.6(b), below. In addition, the Purchase Price may be adjusted as provided in Section 1.8 below. The Purchase Price shall be payable as follows:

(a) The Closing Cash Payment in cash by wire transfer to the account or accounts designated by the Seller Responsible Parties not later than three Business Days prior to the Closing Date;

(b) On the Closing Date, the Buyer shall pay, on behalf of the Seller, the Sellers loan payable to RBC Centura in the outstanding amount of $1,019,472;

(c) On the Closing Date, the Buyer shall deliver to the Seller the executed Promissory Note A in the principal amount of $250,000;

(d) On the Closing Date, the Buyer shall deliver to the Seller the executed Promissory Note B in the principal amount of $1,250,000 (or such lesser amount as provided herein);

(e) On the Closing Date, the Buyer shall deliver to the Seller the executed Promissory Note C in the principal amount of $150,000;

(f) 250,000 shares of the common stock of ForeFront Holdings (the Common Shares).

1.7 Closing Balance Sheet and Net Asset Value Statement. At the Closing, the Buyer and the Seller shall jointly cause to be prepared a balance sheet of the Business as it existed immediately prior to the Closing (the Closing Date Balance Sheet), prepared in accordance with GAAP. The Closing Date Balance Sheet shall be accompanied by an additional schedule of information (the Closing Date Schedule of Net Assets) which shall accurately present the Net Assets purchased by the Buyer as at the Closing Date (the Closing Date Net Assets).

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1.8 Purchase Price Adjustments; Deemed Satisfaction of Promissory Note B. The Purchase Price may be adjusted in accordance with the following:

(a) The principal amount of Promissory Note B may be adjusted as follows:

(i) Any amounts in excess of $1,750,000 paid by the Buyer to pay off the Sellers line of credit with RBC Centura shall be deducted from the original principal amount of Promissory Note B;

(ii) Intentionally deleted.

(iii) In the event that any other mutually agreeable adjustments are necessary, then the Purchase Price will be further adjusted by increasing or decreasing the principal amount of Promissory Note B. For example, if the Buyer and the Seller disagree as to the value of any Purchased Asset, then the Buyer will pay the Seller the stated book value for the subject Purchased Asset. The Seller will then have a period of 24 months following the Closing to sell such Purchased Asset. If the Seller is unable to sell such Purchased Asset for at least the stated book value, then the Purchase Price shall be reduced dollar for dollar and shall be reflected by a reduction in Promissory Note B. If the Seller is able to sell the subject Purchased Asset for more than the stated book value, then the difference between the stated book value and the sales proceeds for such Purchased Asset shall be divided equally between the Buyer and the Seller and paid to the Seller within 10 days after sale.

(b) The principal amount of Promissory Note B may also be adjusted as follows: The Purchase Price is based on the assumption that adjusted EBITDA of the Seller for the 2007 fiscal year will be at least $930,000. In the event that adjusted EBITDA for fiscal year 2007 is less than $930,000, the Purchase Price will be adjusted downward dollar for dollar for each dollar by which adjusted EBITDA is less than $930,000 for such fiscal year. The amount of any such adjustment shall be deducted from the principal amount due under Promissory Note B. In the event that adjusted EBITDA for fiscal year 2007 is greater than $930,000, the Purchase Price will be adjusted upward dollar for dollar for each dollar by which EBITDA exceeds $930,000 for such fiscal year. The amount of any such adjustment shall be added to the principal amount due under Promissory Note B. By way of illustration, (A) if the adjusted EBITDA amount is $630,000 for the 2007 fiscal year, the Purchase Price shall be decreased by $300,000 and the principal amount of Promissory Note B shall be likewise reduced; and (b) if the adjusted EBITDA amount is $1,230,000, the Purchase Price shall be increased by $300,000 and the principal amount of Promissory Note B shall be likewise increased. Such adjustment, if any, shall be determined based on the Devant divisions adjusted EBITDA for the year ended December 31, 2007 as set forth in Forefront Holdings Annual Report on Form 10-KSB for the year then ended, and the amount of such adjustment shall be finalized within 10 days of the filing of such Annual Report on Form 10-KSB with the SEC.

In determining the EBITDA for the 2007 fiscal year, the Buyer shall prepare an income statement of the Devant division of the Buyer normalized to reflect what the income statement of the Seller for such period would have been had the Purchased Assets not been sold to the Buyer and had such income statement been prepared in the same manner as the Sellers income statements were prepared prior to Closing (including, without limitation, year-end adjustments to inventory balances, reserves and allowances and year-end accruals consistent with past practices of the Company) (the Normalized Income Statement). The following are examples of some of the types of adjustments to the income statement for such period that will be reflected in the Normalized Income Statement: (i) the Normalized Income Statement will not include any

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expenses or taxes paid, accrued or incurred by the Buyer in connection with the transactions contemplated by this Agreement; (ii) in the event that a facility of the Buyer is closed or merged into or consolidated with the operations of another facility, the Normalized Income Statement will reflect what the consolidated income statement of the Devant division for such period would have been had such closing, merger or consolidation had not occurred; (iii) in the event that the Buyer acquires any other business or product line, the results of such acquisition and all expenses related to the acquisition and operation thereof shall be excluded from the Normalized Income Statement; (iv) in the event of any dispute relating to this Agreement, all expenses of the Buyer related to the resolution of such dispute shall be excluded from the Normalized Income Statement; (v) to the extent that any related party transactions occurring after the Closing Date are reflected on the books of the Buyer on terms other than arms length terms, such transactions will be reflected in the Normalized Income Statement as if they had been made on arms length terms; (vi) to the extent that after the Closing the compensation paid to employees is increased (other than increases of compensation in the ordinary course of business consistent with the Sellers past practices), the Normalized Income Statement will reflect the level of compensation expense that would have been realized had such increase in compensation not occurred; and (vii) to the extent that after the Closing, the Buyer acquires any new capital equipment for any purpose other than to replace existing equipment, the earnings and expenses related to such new equipment will be excluded from the Normalized Income Statement to the extent that such earnings and equipment are used to process (a) business for a new customer that has not been a customer of Seller during the twelve (12) month period immediately preceding the Closing or (b) business for an existing customer of the Company that is in excess of the average monthly volumes processed for such customer during the preceding twelve-month period.

(c) In addition to the foregoing, Promissory Note B may be satisfied with the Common Shares as set forth herein. As of April 15, 2009, the Buyer has a good faith belief that the fair market value of the Common Shares will be at least $5.00 per share (based on the 30 day moving average trading price of Forefront Holdings common stock as quoted on the OTC Bulletin Board or other established market (the 30-Day Value)) and that such Common Shares will be saleable at such price on a national exchange or other established market on April 15, 2009.

(i) In the event that on April 15, 2009, the aggregate value of the Common Shares (based on the 30-Day Value) is less than the then outstanding principal amount of Promissory Note B, then (1) the principal balance of Promissory Note B (as such amount may be adjusted as provided herein) shall be reduced by the value of the Common Shares as of such date (based on the 30-Day Value), and (2) the Buyer shall pay the residual balance of Promissory Note B in cash (provided that, any such payment is subject to the subordination agreement entered into between the Seller and the Buyers senior lender).

(ii) In the event that on April 15, 2009, the aggregate value of such Common Shares (based on the 30-Day Value) is equal to or greater than the then outstanding principal amount of Promissory Note B, then Promissory Note B shall be deemed paid and satisfied in full. In the event that there has been one or more downward adjustments to Promissory Note B in accordance with this Section 1.8 and the aggregate value of the Common Shares (based on the 30-Day Value) is greater than the then outstanding principal amount of Promissory Note B, then the Seller shall immediately pay to the Buyer an amount in cash equal to the lesser of (1) the shortfall amount between

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the aggregate value of the Common Shares and the then outstanding principal amount of Promissory Note B and (2) the aggregate dollar amount of all downward adjustments to Promissory Note B;

provided, however, that the Seller may pay such amount by transferring to the Buyer that amount of Common Shares having a value (based on the 30-Day Value) equal to the difference between the aggregate value of all of the Common Shares and the then outstanding principal amount of Promissory Note B in lieu of paying such amount in cash.

If at any time prior April 15, 2009, the Seller shall sell all or a portion of the Common Shares, which sale shall require the prior written consent of the Buyer, then Promissory Note B shall be reduced by an amount equal to the product of $5.00 and the amount of Common Shares sold.

1.9 Pro-rations. All obligations due in respect of periods prior to Closing shall be paid in full or otherwise satisfied by the Seller and all obligations due in respect of periods after Closing shall be paid in full or otherwise satisfied by Buyer. Taxes, customer deposits, prepayments, employee accruals and similar items identified on Schedule 1.9 hereto will be prorated at Closing.

1.10 Closing and Closing Date.

(a) The closing (the Closing) of the transactions herein contemplated shall occur no later than ten Business Days following the satisfaction of the conditions to Closing set forth herein (such time and date being referred to herein as the Closing Date), at such place or places and in such manner as the parties shall reasonably agree. Notwithstanding the foregoing, the Closing shall be held no later than December 19, 2006 (unless otherwise agreed in writing by the parties).

(b) At the Closing, the Seller Responsible Parties shall deliver, or caused to be delivered, to the Buyer the following items:

(i) a duly executed bill of sale and such other executed assignments, bills of sale or certificates of title, each dated the Closing Date and in form and substance reasonably satisfactory to counsel to Buyer, as are reasonably necessary to transfer to Buyer all of Sellers right, title and interest in, to and under the Purchased Assets and the Assumed Contracts;

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