Preview | Voting Agreement |

THIS VOTING AGREEMENT, dated as of April 5, 2007 (this Agreement) is made by and between AVP Holdings, Inc., a Delaware corporation (Parent) and Leonard Armato (the Stockholder).

Pursuant to the Agreement and Plan of Merger, dated April 5, 2007 (as amended, modified, supplemented or waived from time to time in accordance with its terms, the Merger Agreement), by and among AVP, Inc., a Delaware corporation (the Company), Parent and AVP Acquisition Corp., a Delaware corporation (Acquisition Corp.), it is contemplated that Acquisition Corp. shall merge with and into the Company upon the terms and subject to the conditions set forth therein (the Merger). Capitalized terms used, but not defined, herein shall have the meanings set forth in the Merger Agreement.

As of the date hereof, the Stockholder is the record and beneficial owner of the number of shares of the Companys Common Shares and the Companys Preferred Shares set forth on Schedule 1 attached hereto (the Existing Shares and, together with any shares of Company Shares acquired by the Stockholder after the date hereof, whether upon the exercise of warrants, options or rights, the conversion or exchange of any Existing Shares or convertible or exchangeable securities or by means of purchase, dividend, distribution or otherwise, the Subject Shares).

As a condition to their willingness to enter into the Merger Agreement, Parent and Acquisition Corp. have requested that the Stockholder enter into this Agreement.

In order to induce Parent and Acquisition Corp. to enter into the Merger Agreement, the Stockholder is willing to enter into this Agreement.

To implement the foregoing and in consideration of the mutual agreements contained herein, the parties agree as follows:

1. Covenants of the Stockholder. Until the termination of this Agreement in accordance with Section 3, the Stockholder agrees as follows:

(a) Agreement to Vote. At any meeting of stockholders of the Company called for the approval of the Merger, however called, or at any adjournment or postponement thereof, or in connection with any action or approval by written consent of the holders of Company Shares, or in any other circumstances in which the Stockholder is entitled to vote, consent or give any other approval with respect to the Merger, the Stockholder shall vote (or cause to be voted) the Subject Shares under the Stockholders control:

(iii) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement which is considered at any such meeting of stockholders or in such consent, and in connection therewith to execute any documents which are necessary or appropriate in order to effectuate the foregoing, including the ability for Parent, Acquisition Corp. or any of their respective nominees to vote such Subject Shares directly;

(iv) against approval of any proposal made in opposition to or competition with consummation of the Merger and the Merger Agreement;

(v) against any proposal that is intended to, or is reasonably likely to, result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or the conditions to Parents or Acquisition Corp.s obligations under the Merger Agreement not being fulfilled;