Share Purchase and Transfer Agreement

1.

Eddie Bauer, Inc., 10401 NE 8th Street, Suite 500, Bellevue, Washington 98004, USA

2.

Werner Schulz, Pfinztalstraße 4, 76227 Karlsruhe, Germany

3.

Eddie Bauer GmbH & Co. KG , Rotwandweg 3a, 82024 Taufkirchen, Germany, registered with the commercial register of the local court of Munich under HRA 70787

4.

Verwaltung Eddie Bauer GmbH, Rotwandweg 3a, 82024 Taufkirchen, Germany, registered with the commercial register of the local court of Munich under HRB 110300

5.

Eddie Bauer International Development LLC , 10401 NE 8th Street, Suite 500, Bellevue, Washington 98004, USA

A.

EB KG is a limited partnership manufacturing and distributing sportswear, activewear, outerwear and other apparel items, bearing licensed marks of Eddie Bauer, in Germany, Austria and Switzerland. The interest-capital ( Festkapital ) of EB KG amounts to EUR 4,100,000. Limited partners ( Kommanditisten ) of EB KG are Heinrich Heine GmbH, Karlsruhe, Windeckstr. 15, 76135 Karlsruhe (“ Heinrich Heine ”) holding a limited partnership interest ( Kommanditanteil ) in EB KG in the amount of EUR 2,050,000, SportScheck GmbH, Munich, Sendlinger Straße 6, 80331 Munich (“ SportScheck ”) holding a limited partnership interest ( Kommanditanteil ) in EB KG in the amount of EUR 410,000 and the Seller holding a limited partnership interest ( Kommanditanteil ) in EB KG in the amount of EUR 1,640,000 (the “ Seller LP Interests ”), consisting of a fixed capital account ( Festkapitalkonto ) which corresponds with the registered liability capital ( Hafteinlage ) in the amount of EUR 1,640,000. The registered liability capital for the Seller LP Interests has been fully paid in. A copy of the current partnership agreement of EB KG (the “ EB Partnership Agreement ”) is attached hereto as Annex A .

C.

The Seller, Heinrich Heine and SportScheck have entered into a Joint Venture Agreement dated 6 June 1995 governing the relationship among the Seller, Heinrich Heine and SportScheck with respect to EB KG and EB GmbH (the “ JVA ”).

E.

The Parties intend to reorganize their contractual relationship by entering into this agreement (the “ Agreement ”). In particular:

1.

Selected Defined Terms and Abbreviations

In this Agreement, except where set forth otherwise, the following terms and abbreviations shall have the following meaning:

“ Business Days ”: any days other than Saturdays, Sundays and public holidays, in each case in Munich/Germany.

“ Confidential Information ”: shall mean information relating to this Agreement (including its Annexes), the Parties and their businesses regardless of the manner of acquisition and of whether such information has been given verbally, in writing or otherwise ( e.g. , in the form of drawings, photographs or equipment).

“ Effective Date ”: shall be 2 March 2008, 0.00 am.

“ EUR ”: Euro, the lawful currency of the European Union.

“ GmbHG ”: the German Act on Limited Liability Companies.

“ HGB ”: the German Commercial Code.

“ Signing Date ” ( Unterzeichnungsstichtag ): shall be the day on which this Agreement has been duly executed.

“ ZPO ”: the German Civil Procedure Code.

2.

Sale and Assignment of the Seller LP Interests

2.1

With economic effect as of the Effective Date, the Seller hereby sells ( verkaufen ) its Seller LP Interests to the Purchaser who accepts such sales.

2.2

The Seller hereby transfers (abtreten) the Seller LP Interests as sold in accordance with Section 2.1 by way of subrogation (im Wege der Sonderrechtsnachfolge) to the Purchaser. The Purchaser hereby accepts such assignments. The transfer shall only become effective upon its registration in the commercial register of EB KG (the “ Transfer Date ”).

2.3

The sale and transfer of the Seller LP Interests shall include all ancillary rights and obligations appertaining thereto ( Nebenrechte ), including the rights to undistributed profits and the profit of the current business year and including any and all of Seller’s shareholder accounts ( Gesellschafterkonten ), and all ancillary obligations for losses and liabilities, including those arising prior to the Transfer Date.

2.4

Heinrich Heine, SportScheck and EB GmbH have consented to such sale and transfer by written declarations attached hereto as Annex 2.4 .

3.

Sale and Transfer of the Seller Share

3.1

With economic effect as of the Effective Date, the Seller hereby sells ( verkaufen ) the Seller Share to the Purchaser who hereby accepts such sale.

3.2

The Seller hereby assigns ( abtreten ) the Seller Share as sold in accordance with Section 3.1 to the Purchaser. The Purchaser hereby accepts such assignments. The transfer shall only become effective upon the registration of the transfer of the Seller LP Interests in the commercial register as provided in Section 2.1.

3.3

The sale and transfer of the Seller Share shall include all ancillary rights appertaining thereto ( Nebenrechte ), including the rights to undistributed profits and the profit of the current business year, and all ancillary obligations, including the obligation for losses and liabilities, including those arising prior to the Transfer Date.

3.4

Pursuant to Section 7 of the articles of association of EB GmbH, a transfer of shares requires the consent of all shareholders. Heinrich Heine and SportScheck have consented to such sale and transfer by written declarations attached hereto as Annex 3.4 .

3.5

The Parties shall without delay notify EB GmbH of the transfer of the Seller Share in accordance with Section 16 GmbHG.

4.

Purchase Price and Payment Terms / Purchase Price Adjustment

4.1

The purchase price for the Seller LP Interests shall be EUR 1 and the purchase price for the Seller Share shall be EUR 1; thus, the aggregate purchase price amounts to EUR 2 (the “ Final Purchase Price ”).

4.2

The Purchaser hereby pays the Final Purchase Price in cash to the Seller and the Seller acknowledges receipt of the amount of EUR 2.

4.3

In case the Purchaser sells, assigns, transfers, merges or otherwise disposes all or part of the shares Purchaser holds or will hold in EB KG (or any of EB KG’s legal successors) (the “ Resale ”), the Purchaser shall be entitled to

4.4

The Purchaser shall notify the Seller of any Resale and submit any agreement underlying the Resale to the Seller, in each case without undue delay ( unverzüglich ). In the event that in the Resale consideration other than in cash is provided for, or if

such Resale is made partly or in full without consideration (the “ Non-Consideration ”), the Purchaser shall state in the notification to the Seller the equivalent monetary value of such consideration or Non-Consideration. The value of such consideration shall be determined in accordance with the respective consideration’s fair market value. The value of the Non-Consideration shall be determined in accordance with the respective EB KG share’s fair market value. In the event of doubt as to the accuracy of such valuation, the Seller may instruct an independent expert (e.g., an auditor) to submit a report and determine the fair market value of such consideration or the respective EB KG share. The costs inc