STOCKHOLDERS' AGREEMENT

SECTION 1.   DEFINITIONS

(a)   “ Affiliate ” shall mean, as to any Person, any other Person (other than a subsidiary) (a) which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such Person of the first part (including without limitation any general partner, officer or director of such Person and any venture capital or other similar investment fund now or hereafter existing which is controlled by or under common control with one or more general partners or shares the same management company with such Person), (b) which beneficially owns or holds ten percent (10%) or more of any class of the voting stock of such Person of the first part or (c) ten percent (10%) or more of the voting stock (or in the case of a Person which is not a corporation, ten percent (10%) or more of the equity interests) of which is beneficially owned or held by such Person of the first part or one of its subsidiaries.  The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

(b)   “ Approved Sale ” shall have the meaning set forth in Section 5(a).

(c)   “ As-Converted, Fully-Diluted Basis ” shall mean the number of shares of Common Stock outstanding at any time assuming (i) the conversion, exercise or exchange of all outstanding convertible, exercisable or exchangeable securities into Common Stock, (ii) the exercise of all outstanding warrants, options or other rights to subscribe for or purchase any Common Stock and (iii) the exercise of all outstanding warrants, options or other rights to subscribe for or purchase any securities convertible into or exchangeable or exercisable for Common Stock and the conversion, exercise or exchange of any such securities into or for Common Stock.

(d)   “ Board of Directors ” shall have the meaning set forth in Section 3(a).

(e)   “ Common Stock ” shall have the meaning set forth in the Preamble.

(f)   “ Company ” shall have the meaning set forth in the Preamble.

(g)   “ Competitor ” shall mean, for so long as the Company shall be engaged in such businesses, a Person conducting operations or providing services, directly or indirectly, alone, in association with or as a stockholder, principal, agent, partner, officer, director, employee or consultant of any other organization, in the business (i) of design and retail sale of motorcycle apparel, protective clothing, helmets, and technical accessories for motorcyclists; (ii) of distribution of aircraft parts or the provision of component repair and overhaul services to commercial airlines and air cargo carriers, fixed-base operators, corporate aircraft operators and other aerospace companies; or (iii) any other business that the Company is actually engaged in from time to time.

(h)   “ Director ” shall have the meaning set forth in Section 3(a).

(i)   “ Equity Security ” shall mean any capital stock (including the Common Stock and Preferred Stock) of the Company, whether now authorized or not, and rights, options, warrants or rights to purchase capital stock, and securities of any type whatsoever that are, or may become, convertible into, capital stock (the number of shares of an Equity Security which is a convertible security shall be the number of shares of such Equity Security which would result upon the immediate conversion of such convertible security, without regard to when such convertible security may in fact be converted).

(j)   “ Exercise Closing ” shall have the meaning set forth in Section 7(c).

(k)   “ Exercise Date ” shall have the meaning set forth in Section 7(b).

(l)   “ Exercise Period ” shall have the meaning set forth in Section 7(a).

(m)   “ Exercising Non-Selling Stockholder ” shall have the meaning set forth in Section 4(b)(i).

(n)   “ Group ” shall mean, in the case of any Stockholder, such Stockholder and any Affiliate of such Stockholder.

(o)   “ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

(p)   “ Liens ” shall have the meaning set forth in Section 4(b)(ii).

(q)   “ Lock-Up Period ”   shall be from the date of this Agreement to September 5, 2011.

(r)   “ Non-Selling Stockholders ” shall have the meaning set forth in Section 4(b)(i).

(s)   “ Offered Shares ” shall have the meaning set forth in Section 4(b)(i).

(t)   “ Offer Notice ” shall have the meaning set forth in Section 4(b)(i).

(u)   “ Option ” shall have the meaning set forth in Section 7(a).

(v)   “ Option Shares ” shall have the meaning set forth in Section 7(a).

(w)   “ Permitted Transferee ” shall have the meaning set forth in Section 4(c).

(x)   “ Person ” shall mean any individual, corporation, limited liability company, association, partnership, limited partnership, trust or estate, or government (or any agency or political subdivision thereof), or any other entity.

(y)   “ Phoenix Representative ” shall have the meaning set forth in Section 3(c)(i).

(z)   “ Phoenix Stockholder ” shall mean, collectively, Phoenix FA Holdings LLC, any Affiliate of Phoenix FA Holdings that thereafter acquires any Shares, and their respective permitted successors and assigns.

(aa)   “ Proposed Transferee ” shall have the meaning set forth in Section 4(b)(iii).

(bb)   “ Pro Rata Share ” shall have the meaning set forth in Section 4(b)(i).

(cc)   “ Proxy Term ” means the period from the date hereof until the termination of this Agreement pursuant to Section 2.

(dd)   “ Purchase Period ” shall have the meaning set forth in Section 4(b)(ii).

(ee)   “ Representative ” shall have the meaning set forth in Section 3(c)(ii).

(ff)   “ Sale Notice ” shall have the meaning set forth in Section 5(a).

(gg)   “ Selling Stockholder ” shall have the meaning set forth in Section 4(b)(i).

(hh)   “ Shares ” shall mean (1) all shares of Common Stock presently issued and outstanding, (2) any additional shares of Common Stock hereafter issued and outstanding, (3) any shares of capital stock of the Company into which such shares may be converted or for which they may be exchanged and (4) any option, warrant or other Equity Security of the Company entitling the holder thereof to purchase Common Stock, or securities convertible into or exchangeable or exercisable for such Common Stock.

(ii)   “ Steiner Representative ” shall have the meaning set forth in Section 3(c)(ii).

(jj)   “ Steiner Stockholder ” shall mean, collectively, Jeffrey Steiner, Eric Steiner, Benjamin Steiner, Natalia F. Hercot, the Steiner Children’s Trust, the Steiner Group LLC, the Jeffrey Steiner Family Foundation, Bayswater Ventures, LP, and any Affiliate of any of the foregoing that hereinafter acquires any Shares and their respective permitted successors and assigns.

(kk)   “ Third Party Purchase Period ” shall have the meaning set forth in Section 4(b)(iii).

(ll)   “ Transfer ,” as to any Stock of the Company, shall mean to sell, or in any other way directly or indirectly transfer, assign, distribute, encumber or otherwise dispose of such Common Stock, either voluntarily or involuntarily.

(mm)   “ Transferring Group ” shall mean any Group proposing to Transfer any Shares and which is obligated to deliver a Offer Notice pursuant to Section 4 hereof.

SECTION 2.   DURATION OF AGREEMENT

SECTION 3.      ELECTION OF DIRECTORS

(a)   Election of Directors .

(i)   At any time at which Stockholders will have the right to or will vote for or consent to the election of directors of the Company, the Stockholders hereby agree to vote all Shares then owned or hereafter acquired by them in favor of the election to and maintaining a board of directors (the “Board of Directors”) consisting of at least four (4) individuals (each a “Director”) designated in the following manner:

(A)   two (2) Directors shall be designated by the Phoenix Stockholders (the “ Phoenix Directors ”), which Phoenix Directors are currently Philip S. Sassower and Andrea Goren, such designation to be made by the provision of notice by the Phoenix Stockholders to the Steiner Stockholders of the Director nominees designated by the Phoenix Stockholders as the Phoenix Directors;

(B)   two (2) Directors shall be designated by the Steiner Stockholders (the “ Steiner Directors ”), which Steiner Directors are currently Jeffrey Steiner and Eric Steiner, such designation to be made by the provision of notice by the Steiner Stockholders to the Phoenix Stockholders of the Director nominees designated by the Steiner Stockholders as the Steiner Directors.

(ii)   The foregoing Directors shall be elected at any annual or special meeting of stockholders (or by written consent in lieu of a meeting of stockholders) and shall serve until their successors are elected and qualified or until their earlier resignation or removal.  No Stockholder shall vote to remove any Director designated pursuant to subsection (a) of this Section during his or her term of office, with or without cause, unless the Stockholder that designated such Director affirmatively so votes or provides written consent to such other Stockholder to vote to remove such Director.  If the Phoenix Stockholder or the Steiner Stockholder, as the case may be, gives notice to the other that it desires to remove a Director designated by it pursuant to subsection (a) of this Section, such other Stockholder agrees to vote all of its Common Stock then owned or hereafter acquired in favor of removing such Director if a vote of holders of Common Stock is required to remove such Director.

(iii)   Any time at which Stockholders will have the right to or will vote for or consent to the election of a Director to fill a vacancy in the office of a Director designated pursuant to subsection (a) of this Section, each Stockholder agrees to vote all of its Shares then owned or hereafter acquired by it in accordance with the direction of the Stockholder that had designated pursuant to subsection (a)(i) the Director in whose office the vacancy exists.

(iv)   The Phoenix Directors and the Steiner Directors shall be entitled to such compensation as Directors, including reimbursement for expenses incurred in attending the meetings of the Board of Directors, as is determined by the Board of Directors from time to time.  

(v)   The Phoenix Stockholder and the Steiner Stockholder shall request that the Board of Directors grant observer rights to two individuals to be designated from time to time by the Phoenix Stockholder and two individuals to be designated from time to time by the Steiner Stockholder.  To the extent that the Board of Directors grants such observer rights, each of the Phoenix Stockholder and Steiner Stockholder agrees that it shall not oppose or seek the removal of any observer designated by the other or seek the reduction of the other’s observer rights.  To the extent that the Board of Directors grants such observer rights to one of the Phoenix Stockholder or the Steiner Stockholder but not the other, the Stockholder receiving such grant shall nominate as an observer one designee of the other Stockholder until such time as the other Stockholder has been granted equal observer rights.

(b)   Other Matters Subject to Stockholder Vote .  The Stockholders further agree that with respect to any other proposal on which stockholders have the right to or will vote on or consent to, including the election of each Director (other than the Phoenix Directors and the Steiner Directors, which is subject to subsection (a) of this Section 3), the Stockholders (through their respective Representatives) will meet and confer (which may be in person, by phone, or in writing) for a reasonable amount of time prior to the date of the stockholder vote or consent on such proposal, in an effort to agree on how their respective Shares would be voted (whether for, against or withheld), or if such Shares would consent with respect to such proposal.  Each Stockholder shall be notified by its respective Representative as to whether an agreement was reached and, if an agreement was reached, how the Shares were agreed to be voted or if consent would be given.  The Phoenix Representative and the Steiner Representative shall, pursuant to the proxy granted under Section 3(c), vote the Shares of the Phoenix Stockholder and the Steiner Stockholder, respectively, or consent with respect to such Shares in accordance with such agreement.  With respect to each proposal as to which no agreement was reached, each of the Phoenix Representative and the Steiner Representative agrees not to vote or consent with respect to, respectively, any of the Phoenix Stockholder’s or the Steiner Stockholder’s Shares (and each Stockholder agrees that it shall not vote or consent with respect to any of its Shares).

(c)   Proxy .

(i)   Each Stockholder that is a Phoenix Stockholder, by this Agreement, hereby constitutes and appoints Philip S. Sassower and Andrea Goren, as their representative (the “ Phoenix Representative ”) with full power of substitution, during and for the Proxy Term, as the Phoenix Stockholder’s true and lawful attorney and grants each Phoenix Representative an irrevocable proxy coupled with power, for and in the Phoenix Stockholder’s name, place and stead, to vote each Share owned by such Stockholder as such Stockholder’s proxy, at every meeting of the stockholders of the Company or any adjournment thereof or in connection with any written consent of the Company’s stockholders.  Such Stockholder intends the foregoing proxy to be, and it shall be, irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxies previously granted by the Stockholder with respect to the Shares.

(ii)   Each Stockholder that is a Steiner Stockholder, by this Agreement, hereby constitutes and appoints Benjamin Steiner and Eric Steiner, as its representative (the “ Steiner Representative ” and, together with the Phoenix Reprsentative, the “ Representatives ” or each individually a “ Representative ”) with full power of substitution, during and for the Proxy Term, as the Stockholder’s true and lawful attorney and hereby grants each Steiner Representative an irrevocable proxy coupled with power, for and in the Steiner Stockholder’s name, place and stead, to vote each Share owned by such Stockholder as such Stockholder’s proxy, at every meeting of the stockholders of the Company or any adjournment thereof or in connection with any written consent of the Company’s stockholders.  Such Stockholder intends the foregoing proxy to be, and it shall be, irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxies previously granted by the Stockholder with respect to the Shares.

(iii)   All of the Stockholders agree to vote their Shares in accordance with this Section 3.  If any Stockholder or its Representative fails or refuses to vote the Shares as required by this Section 3, then the Steiner Representative (in the case of a Phoenix Stockholder or Phoenix Representative failure or refusal) or the Phoenix Representative (in the case of a Steiner Stockholder or Steiner Representative failure or refusal) shall have an irrevocable proxy of indefinite duration pursuant to the provisions of Section 212 of the Delaware General Corporation Law, coupled with an interest, to so vote those Shares in accordance with this Section 3, and each Phoenix Stockholder and Steiner Stockholder hereby grants to the others’ Representative such irrevocable proxy.

(iv)   The Stockholders agree not to enter into any agreement or understanding with any person or entity or take any action during the Proxy Term which will permit any person or entity to vote or give instructions to vote the Common Stock in any manner inconsistent with the terms of this Section 3.  The Stockholders further agree to take such further action and execute and deliver, and cause others to execute and deliver such other instruments as may be necessary to effectuate the intent of this Agreement, including without limitation, proxies and other documents permitting, as applicable, the Phoenix Representative or the Steiner Representative, to vote the Common Stock or to direct the record owners thereof to vote the Common Stock in accordance with this Agreement.  Without limiting the foregoing, each Stockholder will use commercially reasonable efforts to, and will instruct the record owner of the Common Stock to, deliver to, as applicable, the Phoenix Representative or the Steiner Representative, a duly executed Irrevocable Proxy in the form attached hereto as Exhibit A not later than 5 business days after the date hereof.

SECTION 4.   TRANSFER RESTRICTIONS; RIGHTS OF FIRST OFFER

(a)   Limitations .  Each Stockholder hereby agrees that such Stockholder shall not at any time during the Lock-Up Period Transfer any Shares except by Transfer to a Permitted Transferee in accordance with Section 4(c).

(b)   Procedures on Sale of Shares .  Except as permitted under Section 4(c), each Stockholder agrees that such Stockholder, and any Transferring Group of which such Stockholder is a member (A) shall not Transfer any Shares on or before the end of the Lock-Up Period, and (B) thereafter during the term of this Agreement, shall not Transfer any Shares except in accordance with the following procedures:

(i)   Right of First Offer .  The Phoenix Stockholder or the Steiner Stockholder, as applicable (the “ Selling Stockholder ”) may offer all but not less than all of its Shares (the “ Offered Shares ”) in the Company to the other Stockholders (the “ Non-Selling Stockholders ”), at a price, and on the terms and conditions, specified in the notice (the “ Offer Notice ”) to the Non-Selling Stockholders at any time (but not more than once in any 12-month period) following the Lock-Up Period.  Each Non-Selling Stockholder may (directly or acting through its Representative), within 45 days of receipt of the Offer Notice, notify (such notice, the “ Exercise Notice ”) the Selling Stockholder’s Representative whether it wishes to purchase all (but not less than all) of the Selling Stockholder’s Offered Shares.  In the event that more than one Non-Selling Stockholder shall send an Exercise Notice (each an “ Exercising Non-Selling Stockholder ”), each Exercising Non-Selling Stockholder shall purchase its Pro Rata Share of such Offered Shares, where “ Pro Rata Share ” shall mean that number of Shares determined by multiplying the total number of Offered Shares by a fraction (A) the numerator of which is the aggregate number of Shares then held by such Exercising Non-Selling Stockholder on an As-Converted, Fully-Diluted Basis and (B) the denominator of which is the total number of Shares then held by all Exercising Non-Selling Stockholders on an As-Converted, Fully-Diluted Basis.  By sending an Exercise Notice to the Selling Stockholder, the Exercising Non-Selling Stockholder commits itself to acquire the Offered Shares on the terms and conditions set forth on the Offer Notice and such Exercising Non-Selling Stockholder’s Shares shall be used as collateral to secure such Exercising Non-Selling Stockholder’s obligation to acquire the Offered Shares within the Purchase Period (as defined below).

(ii)   Closing .  The closing of any sale of Offered Shares under the terms of Section 4(b)(i) shall take place within 120 days after the expiration of the 45-day period set forth in Section 4(b)(i) (the “ Purchase Period ”) at the office of the Phoenix Stockholder’s counsel on a mutually satisfactory business day or at such other location or on such other date as shall be mutually satisfactory to the Selling Stockholder and all Exercising Non-Selling Stockholders, in their sole discretion).  The Purchase Period may be extended by up to a total of 60 days by the Exercising Non-Selling Stockholders upon notice to the Selling Stockholder if the Exercising Non-Selling Stockholders, despite diligent efforts, are unable to complete the acquisition of all of the Offered Shares within the original 120-day period; provided that the Exercising Non-Selling Stockholders set forth in such notice the grounds for such delay and provide evidence reasonably satisfactory to the Selling Stockholder that the Exercising Non-Selling Stockholders are pursuing the closing diligently and in good faith.  Delivery of certificates or other instruments evidencing such Offered Shares duly endorsed for transfer, and free and clear of all liens, claims and encumbrances (“ Liens ”), to the Exercising Non-Selling Stockholders shall be made on the closing date against payment of the purchase price therefor in immediately available funds or by certified or bank check.  If the sale of the Offered Shares is not consummated within the Purchase Period, including any extension permitted hereunder by reason of a failure of any Exercising Non-Selling Stockholder, the Selling Stockholder shall be entitled to specific performance or damages, as applicable, from the Exercising Non-Selling Stockholders on a joint and several basis.