Preview | Stock Purchase Agreement |

THIS STOCK PURCHASE AGREEMENT, dated as of April 13, 2007, (as the same may be amended from time to time, this Agreement) by and between the following parties (sometimes referred to individually as a Party and collectively as the Parties):

WHEREAS:

1.		Seller owns all the outstanding shares of capital stock of Tiki Hut Holding Company, Inc., a Florida corporation (Holdco).

2.		Holdco owns all the outstanding shares of capital stock of Tanning Research Laboratories, Inc., a Florida corporation (TRL) and Hawaiian Tropic Europe, Inc., a Florida corporation (HTE). Holdco, TRL and HTE are sometimes referred to individually as a Company and collectively as the Companies and TRL and HTE are sometimes referred to individually as an Operating Company and collectively as the Operating Companies.

3.		TRL is engaged in the business of developing, manufacturing, distributing and selling consumer suncare and related skincare products in the United States and certain other countries, and HTE is engaged in the business of distributing and selling such products in certain countries in Europe, Asia and North Africa (collectively the Business).

4.		The Seller wishes to sell and Buyer wishes to purchase the Companies.

NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements contained herein, the parties hereto agree as follows:

Article 1 DEFINITIONS		2
1.1	Terms	2
1.2	Certain Rules of Construction	10

Article 2 PURCHASE AND SALE OF SHARES		11
2.1	Purchase and Sale of Holdco Shares	11
2.2	Purchase Price	11
2.3	Closing Date Adjustment Determination	12

Article 3 CLOSING		16
3.1	Closing Date	16
3.2	Conditions to Both Parties Obligations	16
3.3	Conditions to Sellers Obligations	16
3.4	Conditions to Buyers Obligations	17
3.5	Sellers Closing Deliveries	17
3.6	Buyers Closing Deliveries	18
3.7	Transfer of Excluded Assets	19

Article 4 REPRESENTATIONS AND WARRANTIES OF SELLER		19
4.1	Seller	19
4.2	Status of the Companies	20
4.3	Capitalization	21
4.4	Conflicts and Consents	21
4.5	Financial Matters	22
4.6	Taxes	24
4.7	Governmental Permits	26
4.8	Intellectual Property	26
4.9	Real and Personal Property -- Owned or Leased	27
4.10	Material Contracts	28
4.11	Insurance	30
4.12	No Violation, Litigation or Regulatory Action	30
4.13	ERISA	30
4.14	Labor Matters	32
4.15	Employees	32
4.16	Insider Interests	32
4.17	Environmental Compliance	33
4.18	Inventory	34
4.19	Brokers	34
4.20	Warranties	34
4.21	Customers and Suppliers	34
4.22	Disclaimer of Warranties	35

Article 5 REPRESENTATIONS AND WARRANTIES OF BUYER		35
5.1	Status of Buyer	36
5.2	Authority of Buyer; Conflicts and Consents	36
5.3	No Litigation or Regulatory Action	36
5.4	Financial Ability	37
5.5	Brokers	37
5.6	Investment	37
5.7	Access to Information; Sophistication	37

Article 6 ACTIONS PRIOR TO THE CLOSING DATE		38
6.1	Access to Information	38
6.2	Notifications	39
6.3	Consents of Third Parties; Governmental Approvals	39
6.4	Filings Under the HSR Act	39
6.5	Operations Prior to the Closing Date	40
6.6	No Negotiations	42
6.7	Release of Guaranties, etc	42
6.8	Financial Statements	42
6.9	Employee Plan Payments Through Closing	42
6.10	Notice of Prospective Breach; Supplement to Schedules	42

Article 7 ADDITIONAL AGREEMENTS		43
7.1	Tax Matters	43
7.2	Transfer Taxes	47
7.3	Employee Matters	47
7.4	Securities Legends	48
7.5	Confidential Nature of Information	48
7.6	No Public Announcement	49
7.7	Expenses	49
7.8	Directors and Officers Indemnification	50
7.9	Non-Competition	50
7.10	Non-Solicitation of Employees	50
7.11	Non-Solicitation of Customers	50
7.12	Confidentiality	50
7.13	Non-Exclusive Remedy	51
7.14	Assignment of Accounts Receivable	51
7.15	FIRPTA Certificate	51
7.16	Access to Records	51

Article 8 INDEMNIFICATION		52
8.1	Definition of Loss	52
8.2	Specific Indemnification Obligationsby Seller	52
8.3	Specific Indemnification Obligations by Buyer	54
8.4	Certain Limitations	54
8.5	Notice of Claims	55
8.6	Third Person Claims	56
8.7	Additional Limitations	58
8.8	Survival; Exclusive Remedies	59
8.9	Treatment of Indemnity Payment	59

Article 9 TERMINATION		59
9.1	Termination	59
9.2	Notice of Termination	59
9.3	Effect of Termination	60

Article 10 GENERAL PROVISIONS		60
10.1	Good Faith; Cooperation; Further Assurances	60
10.2	Notices	60
10.3	Assignment; Successors in Interest	61
10.4	No Third Party Beneficiaries	62
10.5	Severability	62
10.6	Remedies	62
10.7	Controlling Law; Integration; Amendment; Waiver	62
10.8	Counterparts	63

Schedule

Schedule 1.1(A)		Permitted Real Property Encumbrances
Schedule 1.1(B)		Adjustment Amount Examples
Schedule 1.1(C)		General Ledger Accounts
Schedule 1.1(D)		Deferred Compensation Payments
Schedule 3.2(b)		Required Government Approvals
Schedule 3.3(c)		Consents Obtained by Seller
Schedule 3.5(e)		Amounts Owed to Companies by Seller
Schedule 3.6		Excluded Assets
Schedule 4.1		Violations or Conflicts
Schedule 4.2		List of Jurisdictions where Business Conducted
Schedule 4.3		Encumbrances on Capital
Schedule 4.4		Conflicts and Consents
Schedule 4.5(a)		Audited 2005, Unaudited 2006 and Projected 2007 Financial Statements
Schedule 4.5(b)		Status of Financial Statements
Schedule 4.5(c)		Absence of Changes
Schedule 4.5(d)		Accounts Receivable
Schedule 4.5(e)		Undisclosed Liabilities
Schedule 4.6		Unpaid Taxes
Schedule 4.7		Governmental Permits
Schedule 4.8(a)		Intellectual Property
Schedule 4.8(b)		Intellectual Property Agreements
Schedule 4.8(c)		Registered, Assumed or Fictitious Business Names
Schedule 4.8(d)		Intellectual Property Licenses
Schedule 4.9(a)(I)		Real Property
Schedule 4.9(a)(II)		Plant, Machinery and Tangible Personal Property
Schedule 4.9(b)		Material Leases
Schedule 4.9(c)		Condemnation Proceedings
Schedule 4.10		Material Contracts
Schedule 4.11		Insurance Policies
Schedule 4.12		Violation, Litigation or Regulatory Actions
Schedule 4.13		Employee Plans
Schedule 4.14		Labor Disputes
Schedule 4.15		List of Employees
Schedule 4.16		Insider Interests
Schedule 4.17		Environmental Compliance
Schedule 4.18		Inventory
Schedule 5.3		Litigation or Regulatory Action
Schedule 6.5(b)		Actions Prior to Closing
Schedule 6.7		Seller Commitments
Schedule 6.8		2006 Financial Statements and Unaudited 2007 Financial Statements
Schedule 7.10		List of Employees Seller May Solicit

1.1		Terms. Each of the following terms has the meaning set forth or referred to below:

		2005 Financial Statements see Section 4.5(a)(i)

		2006 Financial Statements see Section 6.8.

		Adjustment Amount an amount, which may be positive or negative, equal to the sum of