TERMINATION AND TRANSACTION AGREEMENT

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                                                                   Exhibit 10.10

                                                                  EXECUTION COPY

                      TERMINATION AND TRANSACTION AGREEMENT

     THIS TERMINATION AND TRANSACTION AGREEMENT (this "Agreement") is dated as
of the 6th day of December, 2005 by and among

     AV SUPPLY GROUP 2001 LIMITED, a New Zealand limited liability entity
registered in the New Zealand Companies Office under No. 1545956 ("AV Supply"),

     STUART JOHN BULCRAIG ("Bulcraig") contracting personally and in his
capacity as a trustee of THE HAPPY VALLEY TRUST created by Deed dated August 17,
2004 (the "Trust"),

     ANDREW PETER TUCKEY ("Independent Trustee") (in his such capacity as a
trustee of the Trust only and not personally),

     DECADE INDUSTRIES, INC., a Minnesota corporation doing business as Sanus
Systems (the "Company"),

     CSAV ASIA PACIFIC LIMITED, a Hong Kong corporation ("CSAV AP"), and

     CSAY HOLDING CORP., a Delaware corporation ("Holdings").

     Bulcraig and AV Supply are referred to herein collectively as the
"Sellers", and each is singly, a "Seller". Bulcraig and the Independent Trustee
being referred to together in this Agreement as the "Trustees".

     Capitalized terms used herein without definition shall have the meanings
assigned to such terms in Section 13.

     WHEREAS, AV Supply and Bulcraig are engaged in the business of
manufacturing, sourcing, procuring and arranging for the delivery to customers
of mounting solutions, furnishings and products (including (but by way of
limitation) furniture, mounts, lifts, stands, racks supports and accessories and
systems) for the Pro AV, home theater, residential and work-station audiovisual
markets, designed primarily to be used with audio and video components and
systems (the "Business");

     WHEREAS, Bulcraig is the sole director and is (together with the
Independent Trustee) the holder of all the issued and outstanding shares of AV
Supply;

      WHEREAS, AV Supply and the Company are parties to that certain Master
Services and Master Supply Agreement dated as of September 14, 2004 (the "Supply
Contract"), whereby AV Supply provides to the Company certain supply component
procurement services and manufactured wall mounts and furniture designed
primarily to be used with audio and video components and systems;

     WHEREAS, the parties desire to terminate the Supply Contract and enter into
the other transactions contemplated hereby, on the terms and conditions set
forth herein; and

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     WHEREAS, Bulcraig will derive substantial direct and indirect benefits from
the transactions contemplated hereby.

     NOW, THEREFORE, in consideration of the mutual promises and agreements set
forth herein, Holdings, the Company and CSAV AP (collectively, the "Buyers") and
the Sellers and the Independent Trustee agree as follows:

     1. TERMINATION OF CONTRACT.

     1.1 Termination. Except to the extent set forth in Section 1.2 below, as of
the Closing, the Supply Contract shall terminate and be of no further force and
effect and the rights and obligations of the Company and AV Supply thereunder
shall be terminated and discharged in full.

     1.2 Survival of Certain Provisions: joint and Several Obligations.
Notwithstanding the provisions of Section 1.1 above, (i) the Supply Contract
shall remain in full force and effect in all respects until June 1, 2007 (the
"Final Supply Contract Termination Date") with respect to (a) all accepted
purchase orders outstanding on the Closing Date (a list of which is attached
hereto as SCHEDULE 1.2), and all products with respect thereto, (b) the
obligations of the parties under Article 6 (Indemnification; Limitation of
Liability; Insurance) and (c) the parties' obligations arising under the Supply
Contract prior to the Closing Date and (ii) Article 8 (Confidentiality) and
Article 10 (Miscellaneous) shall survive indefinitely. If a written claim in
respect of any obligation or liability under the Supply Contract that survived
the Closing Date pursuant to clause (i) of the previous sentence is made on or
prior to the Final Supply Contract Termination Date, then such obligation or
liability shall survive until the final resolution of such claim. AV Supply and
Bulcraig shall be jointly and severally liable for any obligations of AV Supply
under the Supply Contract that survive the Closing Date in accordance with this
Section 1.2.

     1.3 Transferred Assets. Subject to the terms and conditions set forth in
this Agreement, at the Closing, AV Supply shall sell, assign, transfer and
deliver to CSAV AP all of its right, title and interest in and to the following
assets (collectively, the "Transferred Assets"):

          (a) all of the contracts or agreements described on SCHEDULE 1.3(A)
(the "Transferred Contracts"); and

          (b) all of the copyrights, designs and other intellectual property
described on SCHEDULE 1.3(B) (the "Intellectual Property").

     1.4 Assumed Obligation: Excluded Liabilities. At the Closing, CSAV AP shall
assume, and agree to pay, perform, fulfill and discharge all obligations and
liabilities of AV Supply which arise after the Closing and which relate to
events occurring subsequently to the Closing, or to periods commencing on or
after the Closing Date, under the Transferred Contracts (the "Assumed
Obligations"). Anything to the contrary notwithstanding, neither Holdings, the
Company nor CSAV AP shall assume, nor shall any of them be deemed to have
assumed, any liability or obligation of any type or nature whatsoever of AV
Supply not expressly included in the Assumed Obligations (the "Excluded
Liabilities").

     2. CONSIDERATION.

          (a) Consideration. In consideration for the termination of the Supply
Contract, and certain of the other covenants and agreements of the AV Supply set
forth in this Agreement, but excluding those set out in Section 11:


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               (i) At the Closing, the Company shall pay to AV Supply the sum of
     six hundred fifty thousand United States dollars (US$650,000.00) in
     accordance with the wire transfer instructions set forth on SCHEDULE
     2.1(A).

               (ii) On September 1, 2006, the Company shall pay to AV Supply the
     sum of one hundred thousand United States dollars (US$100,000.00) (the
     "Deferred Payment") in accordance with the wire transfer instructions of AV
     Supply received by the Company at least three (3) business days prior to
     the payment date.

               (iii) At the Closing, Holdings shall issue to the Trustees (as
     the nominee of AV Supply) one thousand six hundred and seventy one (1,671)
     shares of Holdings' Class B Non-Voting Common Stock, US$0.001 par value
     per share (the "Shares").

               (iv) One June 1, 2007, the Company shall pay to AV Supply the sum
     of one hundred and fifty thousand United States dollars (US$150,000.00)
     (the "Second Deferred Payment") so long as Bulcraig is employed by CSAV AP
      (or another Subsidiary of Holdings) on such date (it being agreed that the
     obligation of the Company to make this payment shall automatically
     terminate if Bulcraig ceases to be employed by CSAV AP (or another
     Subsidiary of Holdings) for any reason whatsoever (other than as a result
     of an unlawful termination by the employer) prior to June 1, 2007). The
     Second Deferred Payment shall be made in accordance with the wire transfer
     instructions of Bulcraig received by the Company at least three (3)
     business days prior to the payment date.

          (b) Consideration. In consideration for the transfer of the
Transferred Assets, on the Closing Date, the Company shall pay to AV Supply at
the Closing the sum of twenty five thousand United States dollars (US$25,000) in
accordance with the wire transfer instructions set forth on SCHEDULE 2.1.(A).

          (c) Consideration. In consideration for the covenants and agreements
of Bulcraig set forth in this Agreement (including, without limitation, the
covenants and agreements set forth in Section 11 below (other than the covenants
and agreements of Bulcraig set forth in Section 11 below relating to
restrictions on activities in the United States and its territories and
possessions)), at the Closing, the Company shall pay to Bulcraig the sum of
sixty thousand United States dollars (US$60,000.00) in accordance with the wire
transfer instructions set forth on SCHEDULE 2.1(A)

          (d) Consideration. In consideration for the covenants and agreements
of Bulcraig set forth in Section 11 below relating to restrictions on activities
in the United States and its territories and possessions, at the Closing, the
Company shall pay to Bulcraig the sum of fifteen thousand United States dollars
(US$15,000.00) in accordance with the wire transfer instructions set forth on
Schedule 2.1(a).

          (e) Lowest Price. The parties acknowledge that for the purposes of
Section EW 32 of the Income Tax Act 2004 (New Zealand), the consideration
referred to in this Section 2 is the lowest price that the parties would have
agreed on at the time this Agreement was entered into, if payment had been
required in full at the time the first right in the property was or is to be
transferred (i.e., the Closing Date). For the purposes of this clause, the term
"right" has the same meaning as in section OB 1 of the Income Tax Act 2004 (New
Zealand).


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     3. CLOSING.

     3.1 Time and Place. The closing of the transactions contemplated by this
Agreement (the "Closing") shall be held at the offices of Bingham McCutchen LLP,
399 Park Avenue, New York, New York at 1:00 p.m. on December 6, 2005, or at such
other place as the Buyers and the Sellers may agree. The date on which the
Closing is held hereunder is sometimes referred to herein as the "Closing Date".

     3.2 Transactions at Closing. At the Closing, in addition to any other
instruments or documents referred to herein:

          (a) AV Supply shall duly execute and deliver to CSAV AP, a Bill of
Sale and Assignment with respect to the Transferred Assets in the form agreed so
as to vest in CSAV AP all of its right, title, and interest in and to the
Transferred Assets, in each case free and clear of all Encumbrances.

          (b) The Buyers shall make the payments contemplated by Sections
2(a)(i), 2(b) and 2(c) in accordance with the wire transfer instructions set
forth on SCHEDULE 2.1(A).

          (c) Holdings shall deliver to the Trustees a certificate evidencing
the Shares which will have been registered in the books and records of Holdings
as shares held by the Trustees. The Shares will be issued to the Trustees free
of any Encumbrance other than Encumbrances arising under this Agreement, the
Stockholder Agreement (as defined below), the Registration Rights Agreement (as
defined below), the Stock Repurchase Agreement (as defined below) and any other
restrictions on transfer as may be imposed by applicable law.

          (d) Each of the parties hereto shall execute and deliver each of the
other agreements required to be signed and delivered by such party pursuant to
Sections 7 and 8.

     No party shall be bound to any of the Transaction Documents until all
parties to each of them has signed all the Transaction Documents to which they
are a party, and each such document shall be fully effective.

     4. REPRESENTATIONS AND WARRANTIES OF THE SELLERS. AV Supply and Bulcraig,
jointly and severally, represent and warrant to each Buyer as follows:

      4.1 Organization of AV Supply; Authority. AV Supply is a limited liability
entity duly organized, validly existing and in good standing under the laws of
New Zealand. AV Supply has all requisite power and authority to execute and
deliver this Agreement and the other documents, instruments and agreements
contemplated hereby (collectively, the "Transaction Documents") to which it is a
party and to carry out all actions required of it pursuant to the terms of the
Transaction Documents.

     4.2 Corporate Approval; Binding Effect. AV Supply has obtained all
necessary authorizations and approvals from its Board of Directors, or other
equivalent governing body and stockholders required for the execution and
delivery of the Transaction Documents to which it is a party and the
consummation of the transactions contemplated hereby and thereby. Each of the
Transaction Documents to which AV Supply is a party has been duly executed and
delivered by AV Supply and constitutes the legal, valid and binding obligation
of AV Supply enforceable against AV Supply in accordance with its terms, except
to the extent such enforceability is subject to the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or other law affecting or
relating to creditors' rights generally and general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).


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     4.3 Non-Contravention. The execution and delivery by AV Supply of the
Transaction Documents to which it is a party and the consummation by AV Supply
of the transactions contemplated hereby and thereby will not (a) violate or
conflict with any provision of the Certificate of Incorporation or By-Laws of AV
Supply, or its equivalent governing documents, each as amended to date; or (b)
constitute a violation of, or be in conflict with, or constitute or create a
default under, or result in the creation or imposition of any Encumbrance upon
any of the Transferred Assets pursuant to (i) any agreement or instrument to
which AV Supply is a party or by which AV Supply or any of the Transferred
Assets is bound, or to which AV Supply or any of such properties is subject, or
(ii) any statute, judgment, decree, order, regulation or rule of any court or
governmental or regulatory authority to which AV Supply is subject.

     4.4 Consents. No consent, including, without limitation, spousal consents
in the case of Bulcraig, approval or authorization of, or registration,
qualification or filing with, any governmental agency or authority or any other
Person is required for the execution and delivery by each Seller of the
Transaction Documents to which it is a party or for the consummation by each
Seller of the transactions contemplated hereby or thereby.

     4.5 Litigation, Etc. No action, suit, proceeding or investigation is
pending or, to the knowledge of each Seller, threatened, relating to or
affecting any of the Transferred Assets, or which questions the validity of the
Transaction Documents or challenges any of the transactions contemplated hereby
or thereby, nor, to the knowledge of Bulcraig or AV Supply, is there any basis
for any such action, suit, proceeding or investigation.

     4.6 Conformity to Law. Each Seller is in (a) compliance in all material
respects with all laws, statutes, governmental regulations and all judicial or
administrative tribunal orders, judgments, writs, injunctions, decrees or
similar commands applicable to it, or any of the Transferred Assets of each
Seller (including, without limitation, any labor, environmental, occupational
health, zoning or other law, regulation or ordinance) and (b) compliance in all
material respects with all unwaived terms and provisions of all contracts,
agreements and indentures to which it is a party, or by which it or any of the
Transferred Assets is subject.

     4.7 Title to Transferred Assets. AV Supply owns the Transferred Assets, and
has the full right to sell, convey, transfer, assign and deliver the Transferred
Assets, without the need to obtain the consent or approval of any third party.
All of the Transferred Assets are entirely free and clear of any security
interests, liens, claims, charges, options, mortgages, debts, leases (or
subleases), conditional sales agreements, title retention agreements,
encumbrances of any kind, material defects as to title or restrictions against
the transfer or assignment thereof (collectively, "Encumbrances"). At and as of
the Closing, AV Supply will convey the Transferred Assets to CSAV AP in the
manner specified in Section 3.2(a) above and CSAV AP will have good and valid
record and marketable title to all of the Transferred Assets, free and clear of
all Encumbrances.

     4.8 [Intentionally Omitted.]

     4.9 Insurance. SCHEDULE 4.9 hereto lists the policy of liability and other
insurance owned or held by AV Supply (the "Policy"). AV Supply has provided the
Company with a true, correct and complete copies of the Policy, together with
all modifications, riders and endorsements thereto. The Policy (a) is in full
force and effect, (b) is sufficient for material compliance by AV Supply with
all requirements of law and the Supply Contract, (c) provides that it will
remain in full force and effect through the date set forth in such SCHEDULE, and
(d) will not in any way be affected by, or terminate or lapse by reason of, the
transactions contemplated by this Agreement. AV Supply is not in default with


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respect to any material obligations under the Policy nor has AV Supply received
any notification of cancellation of the Policy.

     4.10 Broker. No Seller has retained, utilized or been represented by any
broker, agent, finder or intermediary in connection with the negotiation or
consummation of the transactions contemplated by this Agreement.

     4.11 Indebtedness. Except as set forth on SCHEDULE 4.11, AV Supply has no
Indebtedness outstanding at the date hereof.

     4.12 Solvency. Immediately prior to, and as of the Closing Date after
giving effect to the transactions contemplated hereunder, AV Supply will not be
insolvent within the meaning of any applicable federal, state or foreign debtor
and creditor, bankruptcy or fraudulent conveyance laws.

     4.13 Subsidiaries. AV Supply does not have any Subsidiaries and does not
own any legal and/or beneficial interests in any corporation, limited liability
companies, partnerships, business trusts or joint ventures or in any other
unincorporated trade or business enterprise.

     4.14 Contracts. AV Supply has delivered to the Buyers true, correct and
complete copies of all contracts listed on SCHEDULE 1.3(A), together with all
modifications and supplements thereto. Each of the contracts listed on SCHEDULE
1.3(A) is in full force and effect, AV Supply is not in breach of any of the
provisions of any such contract, nor, to the knowledge of each Seller, is any
other party to any such contract in default thereunder, nor does any event or
condition exist which with notice or the passage of time or both would
constitute a default thereunder. AV Supply has in all material respects
performed all obligations required to be performed by it to date under each such
contract. Subject to obtaining any necessary consents by the other party or
parties to any such contract (the requirement of any such consent being
reflected on SCHEDULE 1.3(A) hereto), no contract of AV Supply listed in
Schedule 1.3(a) includes any provision the effect of which may be to enlarge or
accelerate any obligations of CSAV AP to be assumed thereunder or give
additional rights to any other party thereto or will in any other way be
affected by, or terminate or lapse by reason of, the transactions contemplated
by any of the Transaction Documents.

     4.15 Intellectual Property. Except for the rights granted to the Company
under the Supply Contract, AV Supply owns and has the sole and exclusive right
to use the Intellectual Property, and the consummation of the transactions
contemplated hereby will not alter or impair any such right. No claims have been
asserted to the knowledge of AV Supply or Bulcraig, and no claims are pending,
by any Person regarding the use of any Intellectual Property, or challenging or
questioning the validity or effectiveness of any license or agreement concerning
any Intellectual Property, and to the actual knowledge of AV Supply and Bulcraig
there is no basis for any such claim. To Bulcraig's knowledge after reasonable
inquiry, the use by AV Supply of the Intellectual Property in the ordinary
course of its business (including in the production of the Manufactured Products
(as defined in the Supply Contract) does not, and the use by CSAV AP in that
same manner will not, infringe on the rights of any Person.

     4.16 Trustees Warranties. The representations and warranties of the
Trustees set forth in Section 15 below are true and correct in all respects.

     5. REPRESENTATIONS AND WARRANTIES OF BULCRAIG. Bulcraig represents and
warrants as follows:

     5.1 Authority; Title. Bulcraig has the authority and legal capacity to
enter into each of the Transaction Documents to which he is a party and to carry
out all actions required of him pursuant to the


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terms of the Transaction Documents. Between them, Bulcraig and the Independent
Trustee have sole record and legal ownership of all of the issued and
outstanding shares of AV Supply.

     5.2 Approval; Binding Effect. Bulcraig has obtained all necessary
authorizations and approvals, including, without limitation, any required
spousal consent or approval, required for the execution and delivery of the
Transaction Documents to which he is a party and the consummation of the
transactions contemplated hereby and thereby. Each of the Transaction Documents
to which Bulcraig is a party has been duly executed and delivered by Bulcraig
and constitutes the legal, valid and binding obligation of Bulcraig enforceable
against Bulcraig in accordance with its terms, except to the extent such
enforceability is subject to the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium or other law affecting or relating to
creditors' rights generally and general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law).

     5.3 Non-Contravention. The execution and delivery by Bulcraig of the
Transaction Documents to which he is a party and the consummation by Bulcraig of
the transactions contemplated hereby and thereby will not (a) constitute a
violation of, or be in conflict with, or constitute or create a default under,
or result in the creation or imposition of any Encumbrance upon any property of
Bulcraig pursuant to (i) any agreement or instrument to which Bulcraig is a
party or by which Bulcraig or any of his properties is bound or to which
Bulcraig or any of his properties is subject, or (ii) any statute, judgment,
decree, order, regulation or rule of any court or governmental or regulatory
authority to which Bulcraig is subject.

     6. REPRESENTATIONS AND WARRANTIES OF BUYERS. Holdings, CSAV AP and the
Company, jointly and severally, represent and warrant to each Seller and to the
Trustees as follows:

     6.1 Organization of Buyers; Authority. Holdings is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware. The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Minnesota. CSAV AP is a corporation
duly organized, validly existing and in good standing under the laws of Hong
Kong. Holdings owns all of the issued and outstanding shares of capital stock of
CSAV, Inc., which owns all of the issued and outstanding shares of capital stock
of each of the Company and CSAV AP. Each Buyer has all requisite power and
authority to execute and deliver the Transaction Documents to which it is a
party and to carry out all of the actions required of it pursuant to the terms
thereof.

     6.2 Corporate Approval; Binding Effect. Each Buyer has obtained all
necessary authorizations and approvals from its Board of Directors, or
equivalent governing body and stockholders required for the execution and
delivery of the Transaction Documents to which it is a party and the
consummation of the transactions contemplated hereby and thereby. Each of the
Transaction Documents to which each Buyer is a party has been duly executed and
delivered by such Buyer and constitute the legal, valid and binding obligation
of such Buyer, enforceable against such Buyer in accordance with its terms,
except to the extent such enforceability is subject to the effect of any
applicable bankruptcy, insolvency, reorganization, moratorium or other law
affecting or relating to creditors' rights generally and general principles of
equity (regardless of whether such enforceability is considered in a proceeding
in equity or at law).

     6.3 Non-Contravention. The execution and delivery by each Buyer of the
Transaction Documents to which it is a party and the consummation by such Buyer
of the transactions contemplated hereby and thereby will not (a) violate or
conflict with any provisions of the Certificate of Incorporation or By-Laws, or
equivalent governing documents, of such Buyer, each as amended to date; or (b)
constitute a violation of, or be in conflict with, constitute or create a
default under, or result in the creation or imposition of any Encumbrance upon
any property of such Buyer pursuant to (i) any agreement or instrument to which
such Buyer is a party or by which such Buyer or any of its properties is bound
or to


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which such Buyer or any of its properties is subject, or (ii) any statute,
judgment, decree, order, regulation or rule of any court or governmental
authority to which such Buyer is subject.

     6.4 Consents. No consent, approval or authorization of, or registration,
qualification or filing with, any governmental agency or authority or any other
Person is required for the execution and delivery by each Buyer of the
Transaction Documents to which it is a party or for the consummation by such
Buyer of the transactions contemplated hereby or thereby.

     6.5 Broker. The Buyers have not retained, utilized or been represented by
any broker, agent, finder or other intermediary in connection with the
negotiation or consummation of the transactions contemplated by this Agreement.

     6.6 Capitalization. Holdings represents and warrants that, after giving
effect to the issuance of the Shares effected hereby, (i) the authorized capital
of Holdings consists of (A) 300,000 shares of Class A Common Stock, no shares of
which are issued and outstanding on the date hereof, (B) 250,000 shares of Class
B Common Stock, 141,695.86 shares of which are issued and outstanding on the
date hereof, and (C) 100,000 shares of Class C Common Stock, 52,996.01 shares of
which are issued and outstanding on the date hereof, (ii) all such outstanding
capital stock (other than the Shares) is owned as set forth on SCHEDULE 6.6
hereto and is validly issued and outstanding, fully paid and non-assessable, and
(iii) there are no commitments for the purchase or sale of, and no options,
warrants or other rights to subscribe for or purchase, any securities of the
Company other than (x) as set forth in the Stockholder Agreement (as defined
below), and (y) as set forth on SCHEDULE 6.6 hereto. At the Closing, the Trust
will acquire the Shares free and clear of all Encumbrances, other than
Encumbrances arising under this Agreement, the Stockholder Agreement (as defined
below), the Registration Rights Agreement (as defined below), the Repurchase
Agreement (as defined herein) and restrictions on transfer as may be imposed by
applicable law.

     6.7 Prohibited Registrations of Transfers. Holdings shall refuse to
register any transfer of the Shares not made in accordance with the provisions
of Regulation S under the Securities Act of 1933, as amended (the "Securities
Act"), pursuant to registration under the Securities Act, or pursuant to an
available exemption from registration.

     7. CONDITIONS PRECEDENT TO BUYERS' OBLIGATIONS. The obligation of the
Buyers to consummate the Closing shall be subject to the satisfaction, at or
prior to the Closing, of each of the following conditions (to the extent
noncompliance is not waived in writing by the Buyers):

     7.1 Representations and Warranties True at Closing. The representations and
warranties made by each Seller in or pursuant to this Agreement shell be true
and correct at and as of the Closing Date.

     7.2 Compliance with Agreement. Each Seller shall have performed and
complied with all of its obligations under this Agreement to be performed or
complied with by it at, or prior to, the Closing Date.

     7.3 Approvals; Consents. All corporate and other approvals in connection
with the transactions contemplated by this Agreement and the form and substance
of all certificates and other documents delivered hereunder shall be reasonably
satisfactory in form and substance to the Buyers and their counsel.

     7.4 No Litigation. No restraining order or injunction shall prevent the
transactions contemplated by this Agreement, and no action, suit or proceeding
shall be pending or threatened before any court or administrative body in which
it will be, or is sought to, restrain, prohibit or obtain damages


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or other relief in connection with this Agreement or the consummation of the
transactions contemplated hereby.

     7.5 Consents of Third Parties. Each Seller will have obtained the consent,
in form and substance satisfactory to the Buyers and their counsel, to the
consummation of the transactions contemplated by this Agreement by each party to
any contract under which such transactions would constitute a default, would
accelerate obligations of such Seller or would permit cancellation of any such
contract.

     7.6 Employment Agreement. Bulcraig shall have executed and delivered to
CSAV AP an employment and non-competition agreement substantially in the form of
EXHIBIT A (as amended or replaced from time to time, the "Employment
Agreement"), and such Employment Agreement shall be in full force and effect
commencing and contingent upon the Closing.

     7.7 Stock Repurchase Agreement; Stockholder Agreement and Registration
Rights Agreement. The Trustees shall have executed and delivered to Holdings (i)
a stock repurchase agreement substantially in the form of EXHIBIT B (a
"Repurchase Agreement"), and such Repurchase Agreement shall be in full force
and effect commencing and contingent upon the Closing and (ii) an instrument of
accession to each of (A) the Stockholder Agreement, dated as of August 29, 2003
(the "Stockholder Agreement"), among Holdings and its stockholders, as amended
and in effect from time to time, and (B) the Registration Rights Agreement,
dated as of August 29, 2003 (the "Registration Rights Agreement") among
Holdings and the Holders (as defined therein), as amended and in effect from
time to time.

     7.8 Evidence of Insurance Required Under the Supply Contract. AV Supply
shall have delivered a certificate of insurance for the insurance coverage
required by Section 6.5 of the Supply Contract naming the Company as an
additional insured.

     7.9 Transaction Documents. Each of the Sellers shall have executed and
delivered each of the Transaction Documents to which it is a party, and such
agreements shall be in full force and effect.

     7.10 License Agreement. NZ Entity (as defined below) shall have executed
and delivered the License to Use Intellectual Property substantially in the form
of EXHIBIT C (the "License Agreement"), and the License Agreement shall be in
full force and effect.

     7.11 Proceedings and Documents Satisfactory. All proceedings in connection
with the transactions contemplated by this Agreement and all certificates and
documents delivered to the Buyers in connection with the transactions
contemplated by this Agreement shall be satisfactory in all reasonable respects
to the Buyers and the Buyers' counsel, and the Buyers shall have received the
originals or certified or other copies of all such records and documents as the
Buyers may reasonably reques