<SEQUENCE>3

<FILENAME>sdc194b.txt

<DESCRIPTION>SHARE PURCHASE AND TRANSFER AGREEMENT

<TEXT>

A.Prot. 2002/343

dated August 28, 2002 of the Notary

Stephan Cueni, Basel (Switzerland)





                                  NOTARIAL DEED



                      Share Purchase and Transfer AGREEMENT





Negotiated at Basel/Switzerland this 28th (twenty-eighth) day of August 2002

(two thousand and two).



Before me, the undersigned Notary Public





                                  Stephan Cueni





at Basel/Switzerland appeared today:





1.   Dr. John Maurer, born October 7, 1970, German citizen, attorney at law,

     domiciled at DE-61231 Bad Nauheim, Frankfurter Strasse 44, identified by

     his German Identity Card,





     acting not in his own name, but as authorized representative of





     a)   Johnson Beteiligungsgesellschaft mbH ("Seller"), a German limited

          liability company having its registered seat in DE-65510 Idstein,

          Limburger Str. 38-40, registered with the commercial register of the

          local court of Idstein under HRB 2050, on the basis of a certified

          power of attorney dated August 8, 2002, a hereby certified copy of

          which is attached to this Deed;





     b)   Johnson Outdoors Inc. ("Johnson Outdoors"), a company incorporated

          under the laws of Wisconsin, USA, having its registered office in 555

          Main Street, Suite 028, Racine, Wisconsin WI 53403, USA, on the basis

          of a certified power of attorney dated August 12, 2002, a hereby

          certified copy of which is attached to this Deed.

<PAGE>





2.   Mr. Frank Meckes, born August 4, 1966, German citizen, attorney at law,

     domiciled at DE-81673 Munchen, Halserspitzstrasse 13, identified by his

     German Identity Card,





     acting not in his own name, but as authorized representative of





     Ganymed Einhundertdreiundsiebzigste Vermogensverwaltungs GmbH

     ("Purchaser"), a German limited liability company having its registered

     office in DE-60323 Frankfurt am Main, Oberlindau 76-78, registered with the

     commercial register of the local court of Frankfurt am Main under HRB

     55059, on the basis of a certified power of attorney dated August 26, 2002,

     a hereby certified copy of which is attached to this Deed.





          (Seller, Purchaser and Johnson Outdoors collectively the "Parties")







The acting Notary advised the persons appearing that a notary who or whose

partners in the law firm have formerly acted as legal advisors to one of the

parties involved in the matter to be notarized would not be entitled to take

office as a notary in the matter at hand pursuant to ss. 233 Sect. 1(4) of the

Introductory Act of the Canton Basel-City relating to the Swiss Civil Code which

provision corresponds with the so-called "Vorbefassungsverbot" under the German

Act of Notarization (ss. 3 Sect. 1(7)). The acting Notary states that he himself

and his firm have not been involved in the matter at hand in the meaning of said

provisions. The Parties hereby confirm such statement of the acting Notary.





The persons appearing requested this Deed to be recorded in the English

language. The acting Notary Public who is in sufficient command of the English

language ascertained that the persons appearing are also in command of the

English language. After having been instructed by the acting Notary, the persons

appearing waived the right to obtain the assistance of a sworn interpreter and

to obtain a certified translation of this Deed.





First the persons appearing asked for the Notarization of the following:





The parties have full knowledge of the Notarial Deed A.Prot. 2002/336 of the

acting Notary of August 21, 2002 ("Reference Deed"). The parties hereby confirm

the entire wording and content of the Reference Deed and the declarations made

by Mr. Oliver Hugli on their behalf. The persons appearing waived the right to

have the Reference Deed read





                                       2

<PAGE>



aloud and to have it attached to this present Deed. The original of the

Reference Deed was available for inspection during the present Notarization.





Any reference in the present Deed to an Annex shall be deemed as a reference to

the corresponding Annex in the Reference Deed as far as such Annex is not

replaced, amended or altered in an Annex to the present Deed.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC