AGREEMENT



     AGREEMENT, dated as of September 7, 2000, between Salton, Inc., a

Delaware corporation (the "Company"), and Michael Srednick, an individual

("Srednick").



                                   WITNESSETH



     WHEREAS, the Company and Michael Srednick are parties to an agreement (the

"Srednick Agreement") dated July 1, 1999 pursuant to which the Company purchased

from Srednick stock and other property; and



     WHEREAS, under the Agreement, Srednick has the right to receive four annual

cash installments of $1,375,000 each on the first, second, third and fourth

anniversary of the closing of the transactions contemplated by the Srednick

Agreement (the "Future Consideration"); and



     WHEREAS, the parties desire to, among other things, amend the terms of the

Future Consideration to provide for the payment to Srednick on the date hereof

of shares of common stock, $.01 par value per share, of the Company (the "Common

Stock") valued at $1,375,000 in lieu of the first annual $1,375,000 cash

installment of the balance of the Purchase Price payable pursuant to Section

4(a)(ii) of the Srednick Agreement;



     NOW, THEREFORE, in consideration of the premises and the mutual covenants

contained herein, the parties hereto agree as follows:



     1.   Amendment.



               (a) Notwithstanding Section 4(a)(ii) of the Srednick Agreement,

     the parties hereto agree that, in lieu of the second installment of the

     balance of the Purchase Price payable pursuant to Section 4(a)(ii) of the

     Srednick Agreement, the Company shall issue to Srednick on the date hereof

     37,543 shares of Common Stock:



               (b) Except as specifically set forth in this Agreement, the terms

     and provisions of the Srednick Agreement and the agreements contemplated

     thereby (including, without limitation, the Trademark Security Agreement)

     shall continue in full force and effect.



     2.   Representations and Warranties of the Company. The Company hereby

represents and warrants to Srednick as follows:



               (a) Organization and Standing of the Company. The Company is a

     corporation duly incorporated, validly existing and in good standing under

     the laws of the State of Delaware.



               (b) Authority. The Company has the requisite corporate power and

     authority to enter into this Agreement and to carry out its obligations

     hereunder. The execution, delivery and performance of this Agreement by the

     Company have been duly and validly authorized by all requisite corporate

     proceedings on the part of the Company and do not require the approval or

     consent of any stockholders of the





{PAGE}   2



     Company. This Agreement has been duly executed and delivered by the Company

     and is (assuming the due authorization, execution and delivery by Srednick)

     a valid and binding agreement of the Company, enforceable against it in

     accordance with its terms, except as such enforceability may be limited by

     bankruptcy and insolvency laws and by other laws affecting the rights of

     creditors generally or by the availability of equitable remedies and except

     as rights of indemnity or contribution may be limited by federal or state

     securities or other laws or the public policy underlying such laws.



               (c) Status of Shares. The Shares (as defined below) have been (or

     will be) duly authorized by all necessary corporate action on the part of

     the Company (no consent or approval of stockholders being required by law,

     the Certificate of Incorporation of the Company, as amended and restated,

     or its By-laws). The Shares, when delivered pursuant to this Agreement,

     will be validly issued and outstanding, fully paid and nonassessable and

     free and clear of any liens (other than those imposed by the securities

     laws), and the issuance of such Shares is not and will not be subject to

     preemptive or similar rights of any other stockholder of the Company. For

     purposes of this Agreement, "Shares" shall mean the shares of Common Stock

     issued to Srednick pursuant to this Agreement, and any additional shares of

     Common Stock issued to Srednick in accordance with Section 4(e) of this

     Agreement.



     3.   Representations and Warranties of Srednick. Srednick hereby represents

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC