Preview | Transfer Agreement |

This Transfer Agreement (this Agreement) is dated as of April 30, 2004, among JEG Group Ltd. 1, a trust established under the laws of Bermuda (JEG 1), JEG Group Ltd. 2, a trust established under the laws of Bermuda (JEG 2), JEG Group Ltd. 3, a trust established under the laws of Bermuda (JEG 3 and collectively with JEG 1 and JEG 2, the Trusts), Helen of Troy LLC, a Nevada limited liability company (HoT) and Tactica International, Inc., a Nevada corporation (Tactica).

Transfer of the Shares. On the terms and subject to ,the conditions of this Agreement, at the Closing (as defined in Section 1.03), (i) each of the Trusts shall transfer and deliver to Tactica, and Tactica shall acquire from each Trust, 1,000,000 shares of common stock, par value $0.0001 per share, of Genio Group, Inc. (collectively with any shares of common stock or other securities issued with respect to such shares including through dividends, splits, mergers, reclassifications or recapitalizations, the Shares) and (ii) immediately thereafter, Tactica shall transfer and deliver to HoT and HoT shall acquire from Tactica the 3,000,000 Shares in consideration of the covenants, obligations and agreements of Tactica pursuant to a Stock Purchase Agreement dated on or about the date hereof among HoT, Tactica and the other parties named therein. The transfer of the Shares is referred to in this Agreement as the Transfer.

Escrow. In order to facilitate the Transfer, on or before May 15, 2004, (i) each of the Trusts shall deliver to Baker & McKenzie, as escrow agent (the Escrow Agent) one or more certificates representing the Shares of such Trust, duly endorsed in blank or accompanied by stock powers duly endorsed in blank in proper form for transfer of its Shares to Tactica, with appropriate transfer tax stamps, if any, affixed and (ii) Tactica shall deliver to the Escrow Agent stock powers duly endorsed in blank in proper form for transfer of the Shares to HoT, with appropriate transfer tax stamps, if any, affixed (the documents set forth in this Section 1.02, the Escrow Documents).

Closing Date. The closing of the Transfer (the Closing) shall take place at the offices of Tactica, 11 West 42nd Street, New York, New York, at 10:00 a.m. on July 31, 2004 (the Closing Date).

Transactions To Be Effected at the Closing. At the Closing, the Escrow Agent shall deliver to HoT the Escrow Documents.

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Representations and Warranties Relating to Each Trust and the Shares

Each Trust hereby, severally and not jointly, represents and warrants to Tactica and HoT, as of the date of this Agreement and as of the Closing Date, as follows:

Organization, Standing and Power. Each Trust is duly organized, validly existing and in good standing under the laws of Bermuda.

Authority; Execution and Delivery; Enforceability. Each Trust has full power and authority to execute this Agreement and to consummate the Transfer. The execution and delivery by such Trust of this Agreement and the consummation by such Trust of the Transfer have been duly authorized by all necessary action. Such Trust has duly executed and delivered this Agreement and this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

Good Title. Such Trust has good and valid title to its Shares free and clear of all liens. There shall be no directive, instruction or order, of any type whatsoever, given to transfer agent of Genio Group, Inc., or any other agent or representative of Genio Group, Inc., which restricts or conditions the Transfer or registration of record, legal or any other ownership rights in the Shares in the name of Tactica or HoT other than the legends set forth in Section 5.02.

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