CONFIDENTIAL/SUBJECT TO CONFIDENTIALITY AGREEMENT

Confidentiality Agreement

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BROWN FORMAN CORP | BROWN-FORMAN CORPORATION | DEPARTMENT 56, INC

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Title: CONFIDENTIAL/SUBJECT TO CONFIDENTIALITY AGREEMENT
Governing Law: Delaware Date: 7/27/2005
Industry: Beverages (Alcoholic) Law Firm: Ogden Newell & Welch PLLC;Dorsey & Whitney LLP Sector: Consumer/Non-Cyclical

CONFIDENTIAL/SUBJECT TO CONFIDENTIALITY AGREEMENT

STOCK PURCHASE AGREEMENT

BETWEEN

BROWN-FORMAN CORPORATION

SELLER

AND

DEPARTMENT 56, INC.

BUYER

DATED AS OF JULY 21, 2005

<PAGE>

TABLE OF CONTENTS

ARTICLE 1 CERTAIN DEFINITIONS....................................1

1.1 Defined Terms..........................................1

1.2 General Rules of Construction and Interpretation......10

ARTICLE 2 PURCHASE AND SALE OF STOCK............................11

2.1 Sale..................................................11

2.2 Purchase Price; Initial Payment.......................11

2.3 Closing Working Capital Statement.....................12

2.4 Settlement............................................13

2.5 Expenses..............................................13

ARTICLE 3 CLOSING...............................................13

3.1 Time and Place........................................13

3.2 Simultaneous Actions..................................13

3.3 Deliveries by Seller..................................13

3.4 Deliveries by Buyer...................................14

ARTICLE 4 REPRESENTATIONS AND WARRANTIES REGARDING SELLER.......14

4.1 Organization..........................................14

4.2 Power.................................................15

4.3 Authorization.........................................15

4.4 Noncontravention......................................15

4.5 Consents..............................................15

4.6 Stock Ownership.......................................15

4.7 Litigation............................................15

4.8 Brokers...............................................16

ARTICLE 5 REPRESENTATIONS AND WARRANTIES REGARDING COMPANY......16

5.1 Organization..........................................16

5.2 Capitalization........................................16

5.3 Company Subsidiaries..................................17

5.4 Noncontravention......................................17

5.5 Consents..............................................17

5.6 Financial Statements..................................17

5.7 Absence of Undisclosed Liabilities....................18

5.8 Absence of Changes....................................18

5.9 Real Property.........................................18

5.10 Company Contracts.....................................19

5.11 Litigation............................................20

5.12 Compliance............................................20

5.13 Environmental.........................................21

5.14 Employment Matters....................................21

5.15 Employee Benefit Plans................................22

5.16 Intercompany Transactions.............................24

5.17 Intellectual Property.................................24

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5.18 Ownership of Necessary Assets and Rights..............25

5.19 Tax Matters...........................................25

5.20 Products..............................................26

5.21 No Other Representations or Warranties................26

ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF BUYER...............27

6.1 Organization..........................................27

6.2 Power.................................................27

6.3 Authorization.........................................27

6.4 Noncontravention......................................27

6.5 Consents..............................................27

6.6 Investment Intent.....................................28

6.7 Litigation............................................28

6.8 Brokers...............................................28

6.9 Financial Capability..................................28

6.10 Environmental Audits..................................28

6.11 Non-Reliance..........................................29

ARTICLE 7 COVENANTS OF THE PARTIES UNTIL CLOSING................29

7.1 Conduct of Business Pending Closing...................29

7.2 Negative Covenants....................................29

7.3 Access................................................31

7.4 Consents..............................................31

7.5 HSR Act...............................................32

7.6 Public Statements.....................................32

7.7 Satisfaction of Company Debt..........................32

7.8 Satisfaction of Conditions............................33

7.9 No Sale...............................................33

7.10 No Negotiations.......................................33

ARTICLE 8 CONDITIONS TO OBLIGATION OF BUYER.....................34

8.1 Representations and Warranties........................34

8.2 Performance of Agreements.............................34

8.3 Approvals.............................................34

8.4 Legal Matters.........................................35

8.5 Material Adverse Effect...............................35

8.6 Financing.............................................35

ARTICLE 9 CONDITIONS TO OBLIGATION OF SELLER....................35

9.1 Representations and Warranties........................35

9.2 Performance of Agreements.............................35

9.3 Approvals.............................................35

9.4 Legal Matters.........................................35

9.5 Release of Guarantees.................................36

ARTICLE 10 TERMINATION...........................................36

10.1 Termination...........................................36

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10.2 Effect of Termination.................................36

ARTICLE 11 POST-CLOSING COVENANTS; TAX MATTERS...................37

11.1 Access to Records.....................................37

11.2 Further Assurances....................................37

11.3 Tax Matters...........................................37

11.4 Environmental Obligations.............................43

11.5 Cash Sweep............................................44

11.6 Confidentiality.......................................44

11.7 Noncompete; Nonsolicit................................46

11.8 Litigation Support....................................48

11.9 Insurance.............................................48

ARTICLE 12 EMPLOYEE MATTERS COVENANTS............................48

12.1 General...............................................48

12.2 Welfare Plans.........................................49

12.3 Severance Benefit.....................................51

12.4 Omnibus Compensation Plans............................51

ARTICLE 13 INDEMNIFICATION.......................................51

13.1 Survival..............................................51

13.2 Indemnification.......................................52

13.3 Third Party Claims....................................55

13.4 Remedies Exclusive....................................56

13.5 Recoveries............................................56

13.6 Characterization......................................57

ARTICLE 14 MISCELLANEOUS.........................................57

14.1 Expenses..............................................57

14.2 Binding Effect........................................57

14.3 Entire Agreement; Amendments..........................57

14.4 Notices...............................................57

14.5 Counterparts..........................................58

14.6 Governing Law.........................................59

14.7 Jurisdiction..........................................59

14.8 Waivers...............................................59

iii

<PAGE>

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this "AGREEMENT") is entered into as of

July 21, 2005 by and between Brown-Forman Corporation, a Delaware corporation

("SELLER"); and Department 56, Inc., a Delaware corporation ("BUYER").

WHEREAS, Seller owns all of the issued and outstanding capital stock of

Lenox, Incorporated, a New Jersey corporation ("COMPANY"), which Buyer desires

to purchase;

WHEREAS, Company and Company Subsidiaries are engaged primarily in the

business of designing, marketing and manufacturing dinnerware and silver

flatware, collectibles and other tabletop and giftware products (the "BUSINESS,"

but excluding the UK Subsidiary and its business); and

WHEREAS, this Agreement sets forth the terms and conditions upon which

Seller will sell to Buyer, and Buyer will acquire from Seller, all of the

outstanding shares of capital stock of Company (the "SHARE PURCHASE");

NOW, THEREFORE, in consideration of the mutual agreements contained

herein, the parties agree as follows:

ARTICLE 1

CERTAIN DEFINITIONS

1.1 DEFINED TERMS. As used in this Agreement, the following terms shall

have the respective meanings set forth below:

"338(H)(10) ELECTIONS" is defined in Section 11.3.

"ADJUSTMENT AMOUNT" is defined in Section 2.2.

"AFFILIATE" means, with respect to any Person, each Person that controls,

is controlled by or is under common control with such Person. For the purpose of

this definition, "control" of a Person shall mean the possession, directly or

indirectly, of the power to direct or cause the direction of its management or

policies, whether through the ownership of voting securities, by contract or

otherwise.

"AGREEMENT" is defined in the preamble.

"ARBITRATOR" is defined in Section 2.3.

"BALANCE SHEET" and "BALANCE SHEET DATE" are defined in Section 5.6.

"BASE CONSIDERATION" is defined in Section 2.2.

"BASKET" is defined in Section 13.2.

"BUSINESS" is defined in the preamble.

<PAGE>

"BUSINESS DAY" means any day that is not a Saturday, a Sunday or other day

on which banks in Louisville, Kentucky are authorized or obligated by Law to

close.

"BUYER" is defined in the preamble.

"BUYER DAMAGES" is defined in Section 13.2.

"BUYER MATERIAL ADVERSE EFFECT" means any change, effect, event or

occurrence that is materially adverse to the business, results of operations or

financial condition of Buyer and Buyer's subsidiaries, viewed as a whole, or on

Buyer's ability to consummate the transactions contemplated hereby; provided

however, that none of the following (nor the effects thereof) shall be deemed,

individually or in the aggregate, to constitute, and none of the following (nor

the effects thereof) shall be taken into account in determining whether there

has been or will be, a Buyer Material Adverse Effect:

(a) this Agreement, the transactions contemplated by this Agreement

or the announcement thereof;

(b) changes or conditions affecting the United States economy or

financial markets or foreign economies or financial markets;

Buyer subsidiary operates or changes in customer demand,

including seasonal changes (provided that Buyer is not

disproportionately affected thereby as compared to its peer

companies); or

(d) changes or conditions resulting from political or regulatory

conditions, acts of war, terrorism, escalation of hostilities or

earthquakes or other natural occurrences.

"BUYER PARTIES" means, collectively, Buyer and its officers, directors,

employees, subsidiaries, Affiliates (including Company and Company Subsidiaries

from and after the Closing) and their respective successors and permitted

assigns.

"BUYER TAX INDEMNITEE" is defined in Section 11.3.

"BUYER'S ACCOUNTANTS" is defined in Section 2.3.

"BUYER'S NOTICE" is defined in Section 2.3.

"CAP AMOUNT" is defined in Section 13.2.

"CAUSE" means (a) conviction of the applicable employee for committing a

felony under federal law or the law of the state in which such action occurred,

(b) dishonesty or gross negligence in the course of fulfilling the applicable

employee's employment duties, or (c) willful and deliberate failure on the part

of the applicable employee to perform his or her employment duties in any

material respect.

<PAGE>

"CLAIM" is defined in Section 13.3.

"CLOSING" means the closing of the transactions contemplated by this

Agreement as described in Article 3.

"CLOSING DATE" means the date on which the Closing actually occurs.

"CLOSING WORKING CAPITAL STATEMENT" is defined in Section 2.3.

"COBRA COVERAGE" means the continuation coverage requirements under

Section 4980B of the Code and Part 6 of Title I of ERISA.

"CODE" means the Internal Revenue Code of 1986, as amended.

"COMMITMENT LETTER" is defined in Section 6.9.

"COMPANY" is defined in the preamble.

"COMPANY CONTRACTS" means the Contracts set forth on Section 5.10 of the

Disclosure Schedule (and additional Contracts entered into after the date hereof

which would be required to be identified in Section 5.10 of the Disclosure

Schedule if they were in effect on the date hereof).

"COMPANY MATERIAL ADVERSE EFFECT" means any change, effect, event or

occurrence that is materially adverse to the business, results of operations or

financial condition of Company and Company Subsidiaries, viewed as a whole;

provided however, that none of the following (nor the effects thereof) shall be

deemed, individually or in the aggregate, to constitute, and none of the

following (nor the effects thereof) shall be taken into account in determining

whether there has been or will be, a Company Material Adverse Effect:

(a) this Agreement, the transactions contemplated by this Agreement

or the announcement thereof, including disclosure of the fact

that Buyer is the prospective buyer of Company;

(b) Buyer's announcement or other disclosure of its plans or

intentions with respect to the conduct of the Business;

the United States economy or financial markets or foreign

economies or financial markets;

(d) changes, conditions, events, effects or occurrences in or

developments in any industry in which Company or any Company

Subsidiary operates or changes in customer demand, including

seasonal changes (provided that the Business is not

disproportionately affected thereby as compared to its peer

companies);

<PAGE>

(e) changes, conditions, events, effects or occurrences resulting

from political or regulatory conditions, acts of war, terrorism,

escalation of hostilities or earthquakes or other natural

occurrences;

(f) changes, conditions, events, effects or occurrences to the

extent predominantly arising from any action taken by Buyer or

any of its Affiliates;

(g) any change, condition, occurrence, effect or event resulting

from Buyer's refusal to consent to Company or a Company

Subsidiary taking any action otherwise prohibited by Section

7.2; or

(h) any change in Laws or GAAP accounting rules.

"COMPANY PLAN" is defined in Section 5.15.

"COMPANY SUBSIDIARY" means each entity listed on Section 5.3 of the

Disclosure Schedule, provided, however, that such term does not include the UK

Subsidiary.

"CONFIDENTIAL INFORMATION" is defined in Section 11.6.

"CONFIDENTIALITY AGREEMENT" means the letter agreement dated as of March

2, 2005, entered into between Seller and Buyer.

"CONTRACT" means any written contract, lease, undertaking, agreement or

other arrangement to or under which Company or any Company Subsidiary is legally

bound, including any and all amendments and modifications thereto.

"DISCLOSURE SCHEDULE" is defined at the beginning of Article 4.

"EMPLOYEE BENEFICIARIES" is defined in Section 12.1.

"ENCUMBRANCE" means any mortgage, pledge, claim, security interest,

encumbrance, lien, assessment, conditional sale or other title retention

agreement, whether consensual, statutory or otherwise.

"ENVIRONMENTAL CLAIM" means any Proceeding seeking Environmental Damages

or an order, injunction or similar relief against Company or any Company

Subsidiary by any Person, arising out of, based on, or resulting from any actual

or threatened (a) release or disposal, or the presence in the environment, of

any Hazardous Substances by Company or any Company Subsidiary at any location,

(b) circumstances forming the basis of any violation, or alleged violation, of

any Environmental Laws by Company or any Company Subsidiary or (c) exposure to

any Hazardous Substances caused by Company or any Company Subsidiary.

"ENVIRONMENTAL DAMAGES" means any and all liabilities, costs and

expenditures (including any fees and expenses of attorneys and of environmental

consultants or engineers, and any fees, fines, penalties or charges imposed by a

Governmental Body) incurred in connection

<PAGE>

with (i) any violation or alleged violation of Environmental Laws, or (ii) the

defense, Remediation or other required response to any Release of Hazardous

Materials.

"ENVIRONMENTAL LAWS" means all applicable Laws as in effect as of the date

hereof (a) related to Releases or threatened Releases of any Hazardous

Substances in soil, surface water, groundwater or air, (b) governing the use,

treatment, storage, disposal, transport, or handling of Hazardous Substances, or

resources. Such Environmental Laws include the Resource Conservation and

Recovery Act, the Comprehensive Environmental Response, Compensation and

Liability Act, the Toxic Substances Control Act, the Clean Water Act, the Clean

Air Act, the Safe Drinking Water Act, the Emergency Planning and Community

Right-to-Know Act, and their respective state and local counterparts.

"ENVIRONMENTAL SITES" means such Properties of Company or Company

Subsidiaries and other locations as are set forth at Section 5.13 of the

Disclosure Schedule.

"ERISA" means the Employee Retirement Income Security Act of 1974, as

amended.

"ERISA AFFILIATE" means, with respect to any entity, trade or business,

any other entity, trade or business that is, or was at the relevant time, a

member of a group described in Section 414(b), (c), (m) or (o) of the Code or

Section 4001(b)(1) of ERISA that includes or included the first entity, trade or

business, or that is, or was at the relevant time, a member of the same

"controlled group" as the first entity, trade or business pursuant to Section

4001(a)(14) of ERISA.

"FINANCIAL STATEMENTS" is defined in Section 5.6.

"FORM 8023" is defined in Section 11.3.

"FORM 8883" is defined in Section 11.3.

"GAAP" means, as of any date, generally accepted accounting principles in

the United States as in effect on such date.

"GOVERNMENTAL AUTHORIZATIONS" is defined in Section 5.12.

"GOVERNMENTAL BODY" means any United States or foreign, national,

multinational, federal, state, provincial or local governmental, regulatory or

administrative authority, agency or commission or any court or self-regulatory

organization, tribunal or judicial or arbitral body and any instrumentality of

any of the foregoing.

"HAZARDOUS SUBSTANCE" means all hazardous or toxic substances, wastes or

materials, any pollutants or contaminants (including all oil and petroleum of

any kind and in any form, asbestos and raw materials which include hazardous

constituents), or any other similar substances, or materials which are included

under or regulated by any applicable Environmental Law.

<PAGE>

"HSR ACT" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976,

as amended.

"INCOME TAXES" means U.S. federal, state or local net income or capital

gain Taxes, together with any interest or penalties imposed with respect

thereto.

"INDEMNIFIED PARTY" is defined in Section 13.3.

"INDEMNIFYING PARTY" is defined in Section 13.3.

"INITIAL PAYMENT" is defined in Section 2.2.

"INTELLECTUAL PROPERTY" means all of the following owned or used by

Company or any Company Subsidiary in the operation of their business:

(a) United States and foreign trademarks, service marks and

trademark and service mark registrations and applications, trade

names, logos, trade dress and slogans, and all goodwill related

to the foregoing;

(b) patent applications, patents, inventions, improvements,

know-how, formula methodology, research and development,

business methods, processes, technology and software in any

jurisdiction, including re-issues, continuations, divisions,

continuations-in-part, renewals or extensions;

(d) copyrights in writings, designs, software, mask works or other

works, applications or registrations in any jurisdiction for the

foregoing, other original works of authorship and all moral

rights related thereto; and

(e) Internet web sites, web pages, domain names and applications and

registrations pertaining thereto (excluding any third-party

websites linked to or from the websites of Company).

"KNOWLEDGE OF SELLER" means such facts and other information that, as of

the date of this Agreement, are known to any of the individuals set forth in

Section 1.1A of the Disclosure Schedule after review of this Agreement,

including the Disclosure Schedule.

"LAW" means any law, statute, ordinance, regulation, judgment, order,

award or other decision or requirement of any Governmental Body.

"LEASED PROPERTIES" means any real property that is leased by Company or

any Company Subsidiary.

"LIST" means the United States Environmental Protection Agency's National

Priorities List of Hazardous Waste Sites or any other list, official record or

determination made by any Governmental Entity schedule log, inventory or record

maintained by any Governmental Entity identifying any sites at which there has

been a Release of Hazardous Materials.

<PAGE>

"LOSSES" is defined in Section 13.2.

"MULTIEMPLOYER PLAN" means any "multiemployer plan" within the meaning of

Section 4001(a)(3) of ERISA.

"MULTIPLE EMPLOYER PLAN" means any Plan that has two or more contributing

sponsors at least two of whom are not under common control, within the meaning

of Section 4063 of ERISA.

"OTHER ANTITRUST REGULATIONS" is defined in Section 7.4.

"OTHER PARTY" is defined in Section 11.7.

"OTHER TAXES" means any Taxes other than Income Taxes.

"OWNED PROPERTIES" means any real property that is owned in fee simple by

Company or any Company Subsidiary.

"PERMITS" is defined in Section 5.13.

"PERMITTED ENCUMBRANCES" means

(a) Encumbrances for Taxes (and assessments and other governmental

charges or levies) not yet due and payable or due but not

delinquent or being contested in good faith by appropriate

proceedings;

(b) mechanics', builders', workmen's, repairmen's, warehousemen's,

landlord's, carriers' or other like Encumbrances (including

Encumbrances created by operation of law) with respect to which

Company or any Company Subsidiary is not in default in payment

or which are being contested by Company or a Company Subsidiary

in good faith;

right-of-way, restrictive covenants or encroachments or

irregularities in, and other similar exceptions to title;

(d) zoning, entitlement, building, planning, land use and

environmental restrictions or regulations and other Laws;

(e) Encumbrances with respect to debt or other liabilities that are

reflected on the Balance Sheet;

(f) such other imperfections in title, easements, charges,

restrictions and Encumbrances which do not materially detract

from, materially diminish the value of or materially interfere

with the present use of the affected property; and

(g) Encumbrances consented to by Buyer.

<PAGE>

"PERSON" means an individual, a partnership (general or limited), a

corporation, a limited liability company, an association, a joint stock company,

Governmental Body, a business or other trust, a joint venture, any other

business entity or an unincorporated organization.

"PLAN" is defined in Section 5.15.

"PROCEEDING" means any suit, proceeding, action, arbitration, complaint,

decree or lawsuit before or involving any third party or Governmental Body.

"PROPERTIES" means the Leased Properties and the Owned Properties,

collectively.

"PROPOSED ADJUSTMENT" is defined in Section 2.3.

"PURCHASE PRICE" is defined in Section 2.2.

"QUALIFIED PLAN" is defined in Section 5.15.

"QUALIFYING TERMINATION" shall mean a termination of the employment of a

Company employee

(a) if terminated by Buyer or its Affiliates, other than a

termination for Cause; or,

(b) if terminated by the Company employee following a reduction in

base salary or a required relocation that would move such

Company employee's principal place of employment by more than 50

miles.

"RELEASE" means the spilling, leaking, disposing, discharging, emitting,

depositing, ejecting, leaching, escaping or any other release, whether

intentional or unintentional, of any Hazardous Material.

"REMEDIATION" means any investigative, response, removal, remedial,

treatment, cleanup, disposal, monitoring and other corrective actions with

respect to environmental matters, including the Release of any Hazardous

Material.

"REPORTS" is defined in Section 5.13.

"SELLER" is defined in the preamble.

"SELLER DAMAGES" is defined in Section 13.2.

"SELLER GROUP" means Seller and any subsidiary of Seller, other than

Company or any Company Subsidiary.

"SELLER PARTIES" means, collectively, Seller, its Affiliates (including,

prior to Closing, Company and the Company Subsidiaries), their respective

officers, directors and employees, and their respective successors and permitted

assigns.

"SELLER RESTRICTED BUSINESS" is defined in Section 11.7.

<PAGE>

"SELLER TAX INDEMNITEE" is defined in Section 11.3.

"SELLER'S ACCOUNTANTS" is defined in Section 2.3(b).

"SHARE PURCHASE" is defined in the preamble.

"SHARES" is defined in Section 2.1.

"SUBSIDIARY" means, with respect to any Person, any other Person of which

such Person (either alone or through or together with any other subsidiary)

owns, directly or indirectly, a majority of the outstanding equity securities or

securities or interests carrying a majority of the voting power in the election

of the board of directors or other governing body of such Person.

"SURVIVAL DATE" is defined in Section 13.1.

"SURVIVING ENTITY" is defined in Section 11.7.

"TAX" OR "TAXES" means

(a) all taxes, levies or other assessments of any kind or nature,

including U.S., state, local and foreign income taxes,

withholding taxes, branch profit taxes, gross receipts taxes,

franchise taxes, transfer taxes, sales and use taxes, business

and occupation taxes, license taxes, property taxes, VAT, custom

duties or imposts, stamp taxes, excise taxes, payroll taxes,

employment taxes, estimated taxes, severance taxes, occupancy

taxes, intangible taxes and capital taxes;

(b) any interest or penalties, additions to tax or additional

amounts imposed in connection with any item described in the

foregoing clause (a) or the failure to comply with any

requirement imposed with respect to any Tax Return; and

clause (a) or (b) payable by reason of being a successor or

indemnitor or by reason of contract, assumption, transferee

liability, operation of Law, Treasury Regulation ss.1.1502-6 (or

any predecessor or successor thereof or any analogous or similar

provision under Law) or otherwise.

"TAX AFFILIATES" is defined in Section 5.19.

"TAX BENEFIT" means the Tax effect of any item of loss, deduction or

credit or any other item which decreases Taxes paid or payable or increases tax

basis, including any interest with respect thereto or interest that would have

been payable but for such item, net of any tax detriment associated therewith.

"TAX ITEM" means any item of income, gain, loss, deduction, credit,

recapture of credit or any other item which increases or decreases Taxes paid or

payable, including an adjustment under Section 481 of the Code resulting from a

change in accounting method.

<PAGE>

"TAX PROCEEDING" means any Tax audit, contest, litigation, defense or

other proceeding with or against any Taxing Authority.

"TAX RETURN" OR "RETURN" means any return, report, declaration, statement,

extension, form or other documents or information filed with or submitted to, or

required to be filed with or submitted to, any Governmental Body in connection

with the determination, assessment, collection or payment of any Tax.

"TAXING AUTHORITY" means any Governmental Body exercising any authority to

impose, regulate, or administer the imposition of Taxes.

"THRESHOLD AMOUNT" is defined in Section 13.2.

"TRANSITION SERVICES AGREEMENT" means the agreement referred to in Section

3.3(c).

"TREASURY REGULATION" means the regulations promulgated under the Code by

the United States Department of Treasury.

"UK SUBSIDIARY" means Brooks & Bentley Limited, an English private company

limited by shares.

"WELFARE BENEFITS" shall mean the types of benefits described in Section

3(1) of ERISA (whether or not covered by ERISA).

"WELFARE PLAN" shall mean any employee welfare benefit plan within the

meaning of Section 3(1) of ERISA.

"WITHDRAWAL LIABILITY" means liability to a Multiemployer Plan as a result

of a complete or partial withdrawal from such Multiemployer Plan, as those terms

are defined in Part I of Subtitle E of Title IV of ERISA.

1.2 GENERAL RULES OF CONSTRUCTION AND INTERPRETATION.

(a) The words "hereof," "herein," and "hereunder" and words of similar

import, when used in this Agreement, shall refer to this Agreement as a whole

and not to any particular provision of this Agreement.

(b) Terms defined in the singular shall have a comparable meaning when

used in the plural, and vice versa.

all other genders unless the context otherwise requires.

(d) Headings contained in this Agreement are for reference purposes

only and shall not affect in any way the meaning or interpretation of this

Agreement.

(e) Unless an express reference is made to a different document, all

references to a Section or Article will be understood to refer to the indicated

Section or Article of this

<PAGE>

Agreement, and all references to a Schedule or Exhibit will be understood to

refer to the indicated Schedule or Exhibit to this Agreement.

(f) Whenever the word "include," "includes" or "including" is used in

this Agreement, it shall be deemed to be followed by the words "without

limitation."

(g) In the event of an alleged ambiguity or a question of intent or

interpretation, this Agreement shall be construed as if drafted jointly by the

parties and no presumption or burden of proof shall arise favoring or

disfavoring any party by virtue of the authorship of any provisions of this

Agreement.

(h) The word "will" shall be construed to have the same meaning and

effect as the word "shall."

(i) The Disclosure Schedule, and all other Schedules and Exhibits

attached hereto or referred to herein are hereby incorporated in and made a part

of this Agreement as if set forth in full herein. Any capitalized terms used in

the Disclosure Schedule or any other Schedule or any Exhibit but not otherwise

defined therein shall have the meaning defined in this Agreement.

ARTICLE 2

PURCHASE AND SALE OF STOCK

2.1 SALE. Upon the terms and subject to the conditions of this Agreement,

on the Closing Date, Seller shall sell, assign, transfer and deliver to Buyer,

and Buyer shall purchase and accept from Seller, all of the issued and

outstanding capital stock of Company, consisting of 1000 shares of Common Stock,

par value $1 per share (the "SHARES"), free and clear of all Encumbrances.

2.2 PURCHASE PRICE; INITIAL PAYMENT.

(a) The purchase price (the "PURCHASE PRICE") to be paid by Buyer to

Seller for the Shares shall be One Hundred Ninety Million Dollars

($190,000,000.00) (the "BASE CONSIDERATION") plus the Adjustment Amount.

(b) The "ADJUSTMENT AMOUNT" (which may be a positive or negative

number) will be equal to the working capital of Company and the Company

Subsidiaries as determined from the Closing Working Capital Statement prepared

in accordance with Section 2.3, minus Ninety Six Million Nine Hundred Thousand

Dollars ($96,900,000.00).

(the "INITIAL PAYMENT") of the Purchase Price, an amount equal to (i) Seller's

estimate of the Adjustment Amount, estimated on the basis of the interim

unaudited balance sheet of Company and Company Subsidiaries as at the end of the

most recently ended month for which such balance sheet is available at Closing,

estimated as though the end of such month were the Closing Date, plus (ii) the

Base Consideration.

<PAGE>

2.3 CLOSING WORKING CAPITAL STATEMENT.

(a) As promptly as practicable following the Closing, but not later

than 60 days thereafter, Seller shall

(1) prepare and deliver to Buyer a statement of the consolidated

current assets and current liabilities of Company and the

Company Subsidiaries as of the close of business on the last

business day immediately preceding the Closing Date,

including a calculation of the Adjustment Amount (the

"CLOSING WORKING CAPITAL STATEMENT"), which shall be

prepared in accordance with SCHEDULE 2.3 attached hereto;

and

(2) deliver to Buyer a report of PricewaterhouseCoopers LLP or

another nationally-recognized independent public accounting

firm selected by Seller ("SELLER'S ACCOUNTANTS") stating

that the Closing Working Capital Statement has been prepared

in accordance with SCHEDULE 2.3.

(b) Buyer may cause another independent public accounting firm

selected by Buyer ("BUYER'S ACCOUNTANTS"), to conduct a review of the Closing

Working Capital Statement. Representatives of Buyer and Buyer's Accountants

shall have reasonable access to all journal entries and other records used by

Seller in its preparation of the Closing Working Capital Statement. Within 45

days after Buyer's receipt of the Closing Working Capital Statement and report

of Seller's Accountants, Buyer shall deliver written notice (the "BUYER'S

NOTICE") to Seller either (i) stating that Buyer accepts the Closing Working

Capital Statement or (ii) describing in reasonable detail, including the nature

and amount thereof, each adjustment (a "PROPOSED ADJUSTMENT") that Buyer

proposes be made to the Closing Working Capital Statement; PROVIDED, HOWEVER,

that Buyer's Notice of any Proposed Adjustment shall not be effective unless

accompanied by a special report of Buyer's Accountants stating that each such

Proposed Adjustment is required to be made in order for the Closing Working

Capital Statement to have been prepared in accordance with SCHEDULE 2.3.

Furthermore, the Closing Working Capital Statement shall not be subject to any

adjustment unless the aggregate amount of all such adjustments as finally

determined exceeds $300,000; PROVIDED, that, if such adjustments exceed

$300,000, then the final amount of such adjustments (and not merely the excess

over $300,000) shall be included in the Closing Working Capital Statement and

the final determination of the Adjustment Amount. If Seller has not received

Buyer's Notice within such 45-day period, Buyer shall be deemed to have accepted

the amount of the working capital and the calculation of the Adjustment Amount

set forth in the Closing Working Capital Statement.

Seller shall negotiate in good faith to resolve such Proposed Adjustment in

accordance with this Agreement, PROVIDED that if the parties have not resolved

all Proposed Adjustments within 30 days following Seller's receipt of Buyer's

Notice, then Buyer and Seller shall engage Ernst & Young LLP (provided it is not

serving as Buyer's Accountants) or another mutually acceptable firm of

independent public accountants of nationally recognized reputation (the

"ARBITRATOR"). The Arbitrator shall act as an arbitrator to determine only those

Proposed Adjustments still in

<PAGE>

dispute and the resulting computation of the Adjustment Amount, which

determination shall be made in accordance with the terms of this Agreement,

rendered within 60 days of the Arbitrator's engagement, and shall be final and

binding on all parties.

2.4 SETTLEMENT. Within five business days following the final determination

of the Adjustment Amount in accordance with Section 2.3 above, whether by

agreement or deemed agreement of the parties or by the Arbitrator:

(a) if the Purchase Price is more than the Initial Payment, Buyer

shall deliver to Seller immediately available funds in an amount equal to the

difference between the Purchase Price and the Initial Payment plus interest on

such amount at the rate of 4.5% per annum from the Closing Date to, but not

including, the date of payment; or

(b) if the Initial Payment is more than the Purchase Price, Seller

shall deliver to Buyer immediately available funds in an amount equal to the

difference between the Initial Payment and the Purchase Price plus interest on

such amount at the rate of 4.5% per annum from the Closing Date to, but not

including, the date of payment.

2.5 EXPENSES. All expenses relating to the work to be performed by Buyer's

Accountants as contemplated by Section 2.3 shall be borne by Buyer, all expenses

relating to the work to be performed by Seller's Accountants as contemplated by

Section 2.3 shall be borne by Seller, and all expenses relating to the work, if

any, to be performed by the Arbitrator in accordance with Section 2.3 to resolve

disputes shall be borne equally by Buyer and Seller.

ARTICLE 3

CLOSING

3.1 TIME AND PLACE. The Closing shall take place at the offices of Seller,

Louisville, Kentucky at 10:00 a.m., Louisville, Kentucky time, on the second

business day after the date on which all of the conditions to the Closing (other

than those that by their terms are to be satisfied at Closing) set forth in

Article 8 and Article 9 have been satisfied or waived, or on such other date and

at such other time and place as Seller and Buyer may mutually agree.

3.2 SIMULTANEOUS ACTIONS. All proceedings to be taken and all documents to

be executed and delivered by the parties at the Closing shall be deemed to have

been taken and executed simultaneously and no proceedings shall be deemed taken

nor any documents executed or delivered until all have been taken, executed and

delivered.

3.3 DELIVERIES BY SELLER. On or before the Closing Date, Seller will

deliver to Buyer the following:

(a) a certificate, dated the Closing Date, executed by Seller,

certifying that the conditions to Buyer's obligation to consummate the Closing

under Sections 8.1 and 8.2 have been satisfied;

(b) the original certificate(s) evidencing the Shares accompanied by

duly executed stock transfer power(s) and any other documents necessary to

transfer to Buyer good title to the Shares;

<PAGE>

Company, in the form of EXHIBIT 3.3(C);

(d) an assignment to Buyer of Seller's rights with respect to

confidentiality agreements signed by other prospective purchasers of Company;

(e) a certificate of good standing for Company and a certified copy of

the Certificate of Incorporation of Company issued by the Secretary of State of

New Jersey, as of a recent date; and

(f) resignations of all members of the board of directors of Company,

to the extent received by Seller at or prior to Closing.

3.4 DELIVERIES BY BUYER. On or before the Closing Date, Buyer will deliver

to Seller the following:

(a) a certificate, dated the Closing Date, executed by Buyer,

certifying that the conditions to Seller's obligation to consummate the Closing

under Sections 9.1 and 9.2 have been satisfied;

(b) the Initial Payment, by wire transfer of immediately available

funds in United States currency to an account or accounts designated in writing

by Seller; and

form of EXHIBIT 3.3(C).

ARTICLE 4

REPRESENTATIONS AND WARRANTIES REGARDING SELLER

Simultaneously with the execution of this Agreement by Seller, Seller is

delivering to Buyer a disclosure schedule (the "DISCLOSURE SCHEDULE") with

numbered sections corresponding to sections in this Agreement. Any matter

disclosed in any section of the Disclosure Schedule shall be deemed disclosed in

all other sections of the Disclosure Schedule to the extent that such disclosure

is reasonably apparent to be applicable to such other sections, notwithstanding

the reference to a particular section or subsection. The inclusion of any

information in the Disclosure Schedule shall not be deemed an admission or

acknowledgement that such information is required to be set forth therein or

that such information is material or that such information constitutes or would

reasonably be expected to constitute a Company Material Adverse Effect.

EXCEPT AS SET FORTH IN THE DISCLOSURE SCHEDULE, SELLER REPRESENTS AND

WARRANTS TO BUYER AS FOLLOWS:

4.1 ORGANIZATION. Seller is a corporation duly organized, validly existing

and in good standing under the laws of the State of Delaware.

<PAGE>

4.2 POWER. Seller has all requisite corporate power and authority to own

the Shares and to enter into this Agreement, to perform its obligations

hereunder, and to consummate the sale of the Shares and other transactions

contemplated by this Agreement.

4.3 AUTHORIZATION. The execution, delivery and performance of this

Agreement by Seller and the consummation of the transactions contemplated hereby

by Seller have been duly and validly authorized by all necessary corporate

action on the part of Seller. This Agreement has been duly and validly executed

and delivered by Seller, and is a valid and binding obligation of Seller,

enforceable in accordance with its terms, subject to applicable bankruptcy,

insolvency, reorganization, moratorium and similar laws of general applicability

relating to or affecting creditors' rights and to general principles of equity.

4.4 NONCONTRAVENTION. Neither the execution, delivery and performance of

this Agreement by Seller, nor the consummation by Seller of the transactions

contemplated hereby nor compliance by Seller with any of the provisions hereof

will:

(a) conflict with or result in a breach of any provision of the

Certificate of Incorporation or Bylaws of Seller;

(b) cause a default, or result in a material breach or give rise to

any right of termination, cancellation, or acceleration under any material

agreement or other material obligation to which Seller is a party, except for

such matters as would not reasonably be expected to result in a material adverse

effect upon the ability of Seller to perform its obligations under this

Agreement;

any Governmental Body or Governmental Authorization applicable to Seller, except

as would not reasonably be expected to result in a material adverse effect upon

the ability of Seller to perform its obligations under this Agreement; or

(d) result in the creation of any Encumbrance upon the Shares held by

Seller.

4.5 CONSENTS. No consent or approval by, or notification of or filing with,

any Governmental Body is required to be obtained or made by Seller in connection

with the execution, delivery and performance by Seller of this Agreement, or the

consummation by Seller of the transactions contemplated hereby, except for

compliance with the HSR Act and except for any such consent, approval,

notification or filing the failure of which to obtain or make would not

reasonably be expected to result in a material adverse effect upon Seller's

ability to perform its obligations under this Agreement.

4.6 STOCK OWNERSHIP. Seller has, and agrees to transfer to Buyer at

Closing, good and valid title to the Shares, free and clear of all Encumbrances,

options, restrictions on transfer or rights of refusal. No Person owns or has

any beneficial interest in any of the Shares except Seller. Seller has not

transferred or assigned, or entered into any agreement to transfer or assign,

any of the Shares or any of the voting rights or dividend rights pertaining

thereto.

4.7 LITIGATION. No Proceeding has, as of the date of this Agreement, been

commenced or, to the Knowledge of Seller, threatened against Seller that

challenges the validity

<PAGE>

of this Agreement or the transactions contemplated hereby or that would

reasonably be expected to have the effect of preventing, materially delaying,

materially impairing or making illegal the transactions contemplated, or have a

material adverse effect on Seller's ability to perform its obligations under

this Agreement.

4.8 BROKERS. Neither Seller nor Company has employed any broker, finder or

investment banker in connection with the transactions contemplated by this

Agreement which would be entitled to a fee or commission in connection with such

transactions, except for any broker, finder or investment banker whose fees or

commissions shall be the sole responsibility of Seller.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES REGARDING COMPANY

EXCEPT AS SET FORTH IN THE DISCLOSURE SCHEDULE, SELLER REPRESENTS AND

WARRANTS TO BUYER AS FOLLOWS:

5.1 ORGANIZATION. Company is a corporation duly organized, validly existing

and in good standing under the laws of the State of New Jersey and has all

requisite corporate power and authority to own, lease and operate its material

properties and to carry on its business as now being conducted. Company is duly

qualified and in good standing to do business in every jurisdiction in which

such qualification is necessary because of the nature of the property owned,

leased or operated by it or the nature of the business conducted by it, except

where the failure to be so qualified or be in good standing would not result in

a Company Material Adverse Effect.

5.2 CAPITALIZATION. The entire authorized capital stock of Company consists

of 2000 shares of Common Stock, par value $1 per share, and 1000 shares of

Preferred Stock, par value $5 per share. There are currently issued and

outstanding only the Shares, which are all duly authorized, validly issued,

fully paid and nonassessable. There is no:

(a) outstanding security convertible into or exchangeable for capital

stock of Company;

(b) option, warrant, put, call or other right to purchase or subscribe

to capital stock of Company;

of any kind relating to the issuance or disposition of Company capital stock or

the issuance or disposition of any security convertible into or exchangeable for

Company capital stock; or

(d) registration rights agreement, voting trust, proxy or other

agreement or restriction on transfer with respect to the Shares.

The Shares are all duly authorized, validly issued, fully paid and

non-assessable, and in certificated form, and have been offered, sold and issued

by Company in compliance with all applicable securities and corporate Laws,

agreements or contracts applicable to Company and Company's Certificate of

Incorporation and Bylaws, and in compliance with any preemptive rights, rights

of first refusal or other rights. The consummation of the Share Purchase will

<PAGE>

convey to Buyer good and valid title to the Shares, of record and beneficially,

free and clear of all Encumbrances, except for those created by Buyer or arising

out of ownership of the Shares by Buyer.

5.3 COMPANY SUBSIDIARIES. All entities of which Company owns, directly or

indirectly, any capital stock, together with the jurisdiction of incorporation,

are set forth at Section 5.3 of the Disclosure Schedule. Such entities are duly

organized, validly existing and in good standing under the laws of their

respective jurisdictions of organization, have all requisite corporate power and

authority to own, lease and operate their respective material properties and to

carry on their respective businesses as now being conducted, and are duly

qualified and in good standing to do business in every jurisdiction in which

such qualification is necessary because of the nature of the property owned,

leased or operated by such entities or the nature of the business conducted by

such entities, except where the failure to be so qualified or be in good

standing would not result in a Company Material Adverse Effect. Company owns all

of the issued and outstanding capital stock of each such entity free and clear

of all Encumbrances, options, restrictions on transfer and rights of refusal

other than Permitted Encumbrances.

5.4 NONCONTRAVENTION. Neither the execution, delivery and performance of

this Agreement by Seller, nor the consummation by Seller of the transactions

contemplated hereby nor compliance by Seller or Company with any of the

provisions hereof will:

(a) conflict with or result in a breach of any provision of the

Certificate of Incorporation or Bylaws of Company or any Company Subsidiary;

(b) except as would not reasonably be expected to result in a Company

Material Adverse Effect, cause a default, or result in a breach or give rise to

any right of termination, cancellation, or acceleration under any Company

Contract or other material obligation to which Company or any Company Subsidiary

is a party, or by which Company or any Company Subsidiary or any of their

respective material properties or assets is or may be bound or benefited; or

Material Adverse Effect and except for compliance with the HSR Act, violate any

Law applicable to Company or any Company Subsidiary.

5.5 CONSENTS. Except for compliance with the HSR Act or as would not

reasonably be expected to result in a Company Material Adverse Effect, no

consent or approval by, or notification of or filing with, any Governmental Body

is required to be obtained or made by Company or any Company Subsidiary in

connection with the execution, delivery and performance by Seller of this

Agreement, or the consummation of the transactions contemplated hereby.

5.6 FINANCIAL STATEMENTS.

(a) Seller has delivered to Buyer true and complete copies of the

audited consolidated balance sheets of Company and Company Subsidiaries as of

April 30, 2005 (the "BALANCE SHEET DATE", with the consolidated balance sheet as

of such date being referred to as the "BALANCE SHEET"), and April 30, 2004, with

the Company's investment in the UK Subsidiary

<PAGE>

accounted for under the equity method, and the related statements of operations,

stockholder's equity and cash flow for the fiscal years then ended

(collectively, the "FINANCIAL STATEMENTS").

(b) The Financial Statements

(1) have been prepared based on the books and records of Company

and Company Subsidiaries;

(2) have been prepared in accordance with GAAP (in effect as of

the respective dates thereof), consistently applied, in all

material respects, except that the UK Subsidiary has been

accounted for under the equity method, and except that the

stock option expense for the Company employees participating

in the Brown-Forman Corporation Omnibus Compensation Plan

for the periods ended April 30, 2005 and 2004, and the

associated disclosures required by Statement of Financial

Accounting Standard Number 123, Accounting for Stock-Based

Compensation, as amended, have been omitted from the

Financial Statements; and

(3) present fairly in all material respects the financial

position of Company and Company Subsidiaries on a

consolidated basis as of the respective dates thereof and

the results of operations, changes in stockholder's equity

and cash flows for the periods covered thereby.

5.7 ABSENCE OF UNDISCLOSED LIABILITIES. There are no liabilities or

obligations of Company or any Company Subsidiary (whether accrued, absolute,

contingent, unliquidated or otherwise), in each case to the extent required by

GAAP to be disclosed or reserved against in the Financial Statements, other than

those that (a) are accrued, reflected, disclosed or reserved against in the

Financial Statements, (b) have arisen in the ordinary course of business since

the Balance Sheet Date, (c) were incurred pursuant to the transactions

contemplated by this Agreement, (d) were discharged or paid in full prior to the

date hereof in the ordinary course of business, or (e) would not reasonably be

expected to result in a Company Material Adverse Effect.

5.8 ABSENCE OF CHANGES. Since the Balance Sheet Date, Company's business

has operated in all material respects in the ordinary course and consistent with

past practice, and there has not been any Company Material Adverse Effect.

5.9 REAL PROPERTY.

(a) Section 5.9 of the Disclosure Schedule sets forth a true and

complete list of the addresses of all Properties (identifying those that are

Owned Properties and those that are Leased Properties) that are owned, used by

or occupied by and, in each case, material to the operations of Company and the

Company Subsidiaries, taken as a whole.

<PAGE>

(b) Company has valid title in fee simple to all of the Owned

Properties and valid leasehold interests in all Leased Properties, in each case

free and clear of any Encumbrance, except for Permitted Encumbrances.

respect to any Owned Property or to any Leased Property in either case that is

material to the operation of Company and the Company Subsidiaries taken as a

whole:

(1) that any building or structure thereon, any equipment

therein or the operation or maintenance thereof violates

any Law in any material respect (including applicable

zoning ordinances);

(2) that any building or other improvement owned by Company

encroaches upon property of others or encroaches over

applicable setback lines in a way that would be material to

the operation of such building or improvement; or

(3) that any condemnation proceeding is pending or threatened.

(d) Except as would not reasonably be expected to result in a Company

Material Adverse Effect:

(1) neither Company nor any Company Subsidiary is in default

under any lease for any Leased Property and there are no

events which with the passage of time or the giving of

notice or both would constitute a default by Company or a

Company Subsidiary under any such lease; and

(2) there are no outstanding written notices of breach or

default given to Company or a Company Subsidiary by any

party to any such lease that remains uncured.

5.10 COMPANY CONTRACTS. Section 5.10 of the Disclosure Schedule sets forth

a true and complete list of the following Contracts to which Company or a

Company Subsidiary is a party:

(a) material distributor, dealer, advertising, agency, sales

representative or similar material Contracts relating to the marketing or sale

of Company's products (excluding customer purchase orders accepted in the

ordinary course of business);

(b) Contracts in amounts in excess of $500,000 for the future purchase

or lease by Company or a Company Subsidiary of material, supplies, equipment,

services or finished products purchased for resale;

excess of $500,000 for the future sale of products by Company or a Company

Subsidiary;

(d) collective bargaining agreements with any labor union;

<PAGE>

(e) Contracts for the employment of any officer, director or employee,

or any other material Contracts with or commitments to any officer, director or

employee;

(f) Material joint venture, partnership, design or license agreements;

(g) indenture, mortgage, promissory note, loan agreement,

reimbursement agreement, guaranty, or other Contract or commitment for the

borrowing of money, for a line of credit or letter of credit, or for a leasing

transaction of a type required to be capitalized in accordance with FASB

Statement of Financial Accounting Standards No. 13;

(h) agreement for the sale of assets of Company and Company

Subsidiaries, which assets have a book value of $500,000 or more in the

aggregate, other than sales of inventory in the ordinary course of business;

(i) all product licensing Contracts in which Company has guaranteed an

annual obligation of $500,000 or more; and

(j) all Contracts or commitments for capital expenditures with respect

to which the remaining unpaid balance exceeds $500,000.

Neither Company nor any Company Subsidiary (i) is in breach or default with

respect to any material term of any Company Contract and, to the Knowledge of

Seller, no other party to any Company Contract is in breach or default with

respect to any material term of any Company Contract, or (ii) has received any

written notice since January 1, 2005 of any breach or default with respect to

any Company Contract which remains uncured.

5.11 LITIGATION. Section 5.11 of the Disclosure Schedule sets forth a list,

as of the date of this Agreement, of all: (a) Proceedings pending or, to the

Knowledge of Seller, threatened against Company or a Company Subsidiary, which

(i) if resolved unfavorably to Company or any Company Subsidiary, is reasonably

likely to result in payments by Company or Company Subsidiary in excess of

$500,000, (ii) would materially adversely affect the ability of Seller or

Company to consummate the transactions contemplated by this Agreement, (iii)

would materially adversely affect the ability of Buyer to operate the Business

following the Closing in substantially the same manner as operated by Company

prior to the Closing, or (iv) involve or relate to any trade practices of

Company, including any pricing, promotion, rebate, discount, commission,

allocation, merchandising practice or territorial restriction; and (b)

judgments, decrees, injunctions or orders of any Governmental Body having a

material continuing effect against Company or a Company Subsidiary.

5.12 COMPLIANCE.

(a) Company and each Company Subsidiary is in compliance with, and has

not received any written notice of any violation of, applicable Laws (including

the U. S. Foreign Corrupt Practices Act and applicable import and export Laws),

except, in each case, for such non-compliance or violations as would not result

in a Company Material Adverse Effect.

(b) Except as would not result in a Company Material Adverse Effect,

(i) Company and the Company Subsidiaries have all governmental licenses and

permits necessary in

<PAGE>

the conduct of their business as currently conducted ("GOVERNMENTAL

AUTHORIZATIONS"), which Governmental Authorizations are in full force and

effect, and (ii) no violations are outstanding or uncured with respect to any

such Governmental Authorizations and, as of the date hereof, no Proceeding is

pending or, to the Knowledge of Seller, threatened to revoke any of them.

5.13 ENVIRONMENTAL.

(a) Notwithstanding the generality of any other representations and

warranties in this Agreement, this Section 5.13 shall be deemed to contain the

only representations and warranties in this Agreement or arising out of the

transactions contemplated by this Agreement with respect to Environmental Laws,

Hazardous Substances, Environmental Claims, the environment or workplace health

and safety. Section 5.13(a) of the Disclosure Schedule lists each Environmental

Site with respect to which Company has incurred costs to investigate, remediate

or settle Environmental Claims that are, to Seller's Knowledge, not fully

resolved or has received notification of potential Environmental Claims against

Company or any Company Subsidiary.

(b) Seller has provided Buyer true and complete copies of the

environmental reports listed in Section 5.13(b) of the Disclosure Schedule

(which, together with the environmental audits obtained by Buyer as referred to

in Section 6.10, are collectively referred to as the "REPORTS"). To the

Knowledge of Seller and except as set forth in the Reports, since May 1, 2003

there has been no storage, disposition, generation, treatment, Release or

discharge of any Hazardous Substance by Company or any Company Subsidiary, in

any manner or at a level that is in violation of applicable Environmental Laws

in any material respect, on, in, under, about or from the Properties or the land

and buildings on and in which Company or the Company Subsidiaries previously

conducted their operations.

Company and each Company Subsidiary is in compliance in all material respects

with all Environmental Laws and since May 1, 2003 has not received written

notice of any unresolved potential liability with respect to any Environmental

Law that would be material to the conduct of Company's business.

(d) Except as set forth in the Reports or Section 5.11 of the

Disclosure Schedule, there is no material Environmental Claim pending or, to the

Knowledge of Seller, threatened against Company or any Company Subsidiary or

otherwise relating to any of the Properties. Section 5.13(d) of the Disclosure

Schedule sets forth insurance settlement and PRP agreements related to

Environmental Sites to which Company or a Company Subsidiary is a party.

(e) Each of Company and the Company Subsidiaries have obtained all

permits, licenses and approvals ("PERMITS") relating to the Environmental Laws

necessary for its operation, except as would not have a Company Material Adverse

Effect.

5.14 EMPLOYMENT MATTERS.

(a) To the Knowledge of Seller, Company and the Company Subsidiaries

are in material compliance with all applicable Laws respecting labor, employment

and employment

<PAGE>

practices, terms and conditions of employment and wages and hours. There is no

material labor strike or work stoppage pending or, to the Knowledge of Seller,

threatened involving Company or any Company Subsidiary. There is no material

unfair labor practice complaint against Company or any Company Subsidiary

pending before the National Labor Relations Board or other Governmental Body. To

the Knowledge of Seller, there are no union organizational activities currently

underway with respect to non-union employees of Company or any Company

Subsidiary.

(b) As of the date of this Agreement, there are no pending or, to the

Knowledge of Seller, threatened material investigations, audits, complaints or

Proceedings against Company by or before any Governmental Body, respecting or

involving any applicant for employment, any employee or any former employee, or

any class of the foregoing, including:

(1) the Equal Employment Opportunity Commission or any other

corresponding state or local agency relating to any claim or

charge concerning discrimination,

(2) the United States Department of Labor or any other

corresponding state or local agency relating to any claim or

charge concerning hours or wages,

(3) the Occupational Safety and Health Administration or any

other corresponding state or local agency relating to any

claim or charge concerning the safety and health of

employees or former employees,

(4) the Office of Federal Contract Compliance or any

corresponding state agency, and

(5) the U. S. Citizenship and Immigration Services, a bureau of

the Department of Homeland Security, with respect to matters

involving employees of Company who hold a temporary work

authorization, including H-1B, F-1 or J-1 visas or work

authorizations.

any amounts pursuant to the requirements of the Worker Adjustment and Retraining

Notification Act of 1988.

5.15 EMPLOYEE BENEFIT PLANS.

(a) Section 5.15(a) of the Disclosure Schedule lists each material

plan, agreement, arrangement or policy providing for compensation, bonuses,

profit-sharing, stock option or other stock related rights or other forms of

incentive or deferred compensation, vacation benefits, insurance (including any

self-insured arrangements), health or medical benefits, employee assistance

program, disability or sick leave benefits, workers' compensation, supplemental

unemployment benefits, change in control benefits, severance benefits and

post-employment or retirement benefits (including compensation, pension, health,

medical or life

<PAGE>

insurance benefits), or other employee benefits, in each case, which is

maintained, administered, sponsored or contributed to by Company or any

Affiliate of Company for the benefit of any current or former employee

(excluding, as to employees of Company who also are or were employed by Seller,

those benefits attributable solely to their employment with Seller) of Company

or any Company Subsidiary or which is between Company or any of its Affiliates

and any such individual (each, individually, a "PLAN" and collectively, the

"PLANS"). The Disclosure Schedule specifically denotes each Plan that is either

sponsored by Company or a Company Subsidiary or to which Company or a Company

Subsidiary is party (each, a "COMPANY PLAN").

(b) With respect to each Company Plan, Seller has made available to

Buyer: (i) a true, correct and complete copy of such Company Plan; (ii) the most

recent Annual Report (Form 5500 Series) and accompanying schedules, if any;

(iii) the most recent annual financial report, if any; (iv) the most recent

actuarial report, if any; and (v) the most recent determination letter from the

Internal Revenue Service, if any. Seller has also made available to Buyer the

current summary plan description and any material modifications thereto for each

Plan in respect of which there exists a summary plan description.

Plan that is intended to be a "qualified plan" within the meaning of Section

401(a) of the Code ("QUALIFIED PLAN"). The Internal Revenue Service has issued a

favorable determination letter with respect to each Qualified Plan and the

related trust that has not been revoked, and, to the Knowledge of Seller, no

events have occurred that would adversely affect the qualified status of any

Qualified Plan or the related trust.

(d) Company or a Company Subsidiary has in all material respects

timely made or accrued all contributions required with respect to any Qualified

Plan subject to Title IV of ERISA. No "accumulated funding deficiency"

(determined under the rules set forth in Section 412 of the Code and related

Code sections and regulations), whether or not waived, exists with respect to

any Qualified Plan subject to Title IV of ERISA. There have not, within the past

five years, been any "reportable events" (within the meaning of Section 4043 of

ERISA) with respect to any Qualified Plan subject to Title IV of ERISA.

(e) Neither any Plan nor any other employee benefit plan maintained by

an ERISA Affiliate of Company is a Multiemployer Plan or a Multiple Employer

Plan. None of Company, any Company Subsidiary or any of their respective ERISA

Affiliates has (i) at any time during the last six years, contributed to or been

obligated to contribute to any Multiemployer Plan or Multiple Employer Plan, or

(ii) incurred any Withdrawal Liability that has not been satisfied in full.

(f) The Plans are in material compliance both in form and operation

with ERISA, the Code and other applicable Laws, and have been administered in

all material respects in accordance with their terms.

(g) Consummation of the transactions contemplated by this Agreement

will not be a factor causing payments to be made by Company or any Tax Affiliate

that are not deductible (in whole or in part) as a result of the application of

Section 280G of the Code.

<PAGE>

5.16 INTERCOMPANY TRANSACTIONS. Section 5.16 of the Disclosure Schedule

sets forth a list of all material Contracts between Seller or its subsidiaries

(other than Company and Company Subsidiaries), on the one hand, and Company or a

Company Subsidiary, on the other hand, and other material arrangements whereby

Seller or its subsidiaries (other than Company and Company Subsidiaries) provide

goods or services to, or obtain goods or services from, Company or Company

Subsidiaries. All such arrangements will cease as of the Closing Date other than

(a) those provided for in Contracts specifically noted at Section 5.16 of the

Disclosure Schedule as continuing in effect after Closing, which will continue

in effect in accordance with their respective terms, and (b) as provided in the

Transition Services Agreement.

5.17 INTELLECTUAL PROPERTY.

(a) Company or the Company Subsidiaries own all right, title and

interest in and to, or have valid licenses to use, all Intellectual Property

that is material to the current operations of Company and the Company

Subsidiaries taken as a whole, free and clear of all Encumbrances other than

Permitted Encumbrances.

(b) Section 5.17(b) of the Disclosure Schedule sets forth a true and

complete list of all material patents, patents pending, trademark/service mark

applications and registrations, copyright applications and registrations, and

domain name registrations that are owned by Company or any Company Subsidiary.

(1) there is no material infringement, misappropriation or other

misuse being made by any third person of any Intellectual

Property material to the business of Company and Company

Subsidiaries as a whole;

(2) no claim is pending or threatened to the effect that the

operations of Company or Company Subsidiaries infringe or

conflict with the asserted rights of others in respect of

any Intellectual Property material to the business of

Company and Company Subsidiaries as a whole; and

(3) no claim is pending or threatened to the effect that any

Intellectual Property material to the business of Company

and Company Subsidiaries as a whole is invalid or

unenforceable.

(d) Section 5.17(d) of the Disclosure Schedule sets forth the licenses

pursuant to which Company or any Company Subsidiary grants to any other Person

(other than Company or any Company Subsidiary) the right to use Intellectual

Property owned by Company or any Company Subsidiary material to the business of

Company and Company Subsidiaries as a whole, and the licenses pursuant to which

any other Person grants to Company or any Company Subsidiary the right to use

Intellectual Property material to the business of Company and Company

Subsidiaries as a whole owned by any other Person (other than licenses to use

off-the-shelf software). To the Knowledge of Seller:

<PAGE>

(1) neither Company nor any Company Subsidiary is in material

breach or default with respect to any of such licenses;

(2) no other party thereto is in material breach or default with

respect to any o

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