Amendment No. 1 To The Asset Purchase Agreement

EXECUTION COPY


ASSET PURCHASE AGREEMENT


THIS AMENDMENT NO. 1 TO THE ASSET PURCHASE AGREEMENT, dated as of April __, 2002 (the "Amendment") among Tilia International, Inc., a Cook Islands corporation ("TILIA"), Tilia, Inc., a California corporation ("TILIA U.S.") and Tilia Canada, Inc., a corporation organized under the Canada Business Corporation Act ("TILIA CANADA") (Tilia, Tilia U.S. and Tilia Canada are collectively referred to herein as the "SELLERS", and each individually, a "SELLER"), Alexander Schilling (the "SELLERS' REPRESENTATIVE") and Alltrista Corporation, a Delaware corporation (the "BUYER").


W I T N E S S E T H:


WHEREAS, the Buyer, Sellers and Sellers' Representative entered into an Asset Purchase Agreement, dated as of March 27, 2002 (the "PURCHASE AGREEMENT") whereby the Buyer will purchase substantially all of the assets of the Sellers' Business; and


WHEREAS, each of the parties wishes to amend the Purchase Agreement, as set forth herein.


NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements hereinafter contained, the parties hereto hereby agree that the Purchase Agreement shall be amended in the manner and effective upon the terms and conditions set forth below:


Capitalized terms used herein, unless otherwise defined, shall have the meanings ascribed to them in the Purchase Agreement.


1. Section 1. The definitions of "Assignment and Assumption Agreement", "Patent Assignment Agreement", "Purchased Property" and "Trademark Assignment Agreement" in Section 1 of the Purchase Agreement are hereby amended and restated in their entirety as follows:


"ASSIGNMENT AND ASSUMPTION AGREEMENT" means those several Bill of Sale, Assignment and Assumption Agreements to be executed at Closing to effect the transfer of the Purchased Property (except to the extent any portion of the Purchased Property is transferred pursuant to a Trademark Assignment Agreement, Patent Assignment Agreement or Domain Name Assignment Agreement) and the assumption of the Assumed Liabilities, in substantially the form attached hereto as EXHIBIT A;


"PATENT ASSIGNMENT AGREEMENT" means those several agreements, substantially in the form attached hereto as EXHIBIT E, pursuant to which the Sellers will, on the Closing Date, sell and assign all of their right, title and interest in and to the Patents to the Buyer;


"PURCHASED PROPERTY" means:


(i) the Inventory;


(ii) the Equipment and Machinery;


(iii) the Assigned Contracts;


(iv) the Accounts Receivable;


(v) Cash and Cash Equivalents, excluding (i) any Cash and Cash
Equivalents received by the Sellers pursuant to Section 3 hereof, (ii) any
Cash received by the Sellers pursuant to the exercise of any options to
purchase shares of common stock of Tilia after February 1, 2002, and (iii)
an amount of Cash equal to the remaining rent owed in respect of the Howard
Street Lease (such excluded Cash and Cash Equivalents, collectively the
"EXCLUDED CASH");


(vi) the Intellectual Property;


(vii) the Files and Records;


(viii) the Permits;


(ix) any prepaid expenses with respect to the Purchased Property
or the Business; and


(x) the Intangible Property.


Purchased Property shall not include (i) any deferred tax assets or refunds with respect to Taxes not reflected on the Financial Statements or that constitute Excluded Liabilities; (ii) shares of capital stock of Tilia US and Tilia Canada; (iii) any distributions of Purchase Price proceeds; (iv) assets not enumerated in items (i) through (x) above; (v) any rights under this Agreement or under any other agreement between Sellers and Buyer entered into on or after the Closing Date; (vi) the bank account held at J.P. Morgan International Bank Limited located in Hong Kong, which immediately prior to the Closing shall have a Cash balance of no more than $100; (vii) the bank account held at Union Bank of California located in California, which immediately prior to the Closing shall have a Cash balance of no more than $100; (viii) the bank account held at CIBC Oppenheimer located in Canada, which immediately prior to the Closing shall have a Cash balance of no more than $100; and (ix) any Excluded Cash held in the bank accounts described in (vi) through (viii) of this paragraph;


"TRADEMARK ASSIGNMENT AGREEMENT" means those several agreements, substantially in the form attached hereto as EXHIBIT F, pursuant to which the Sellers will, on the Closing Date, sell and assign all of its right, title and interest in and to the Trademarks to the Buyer;


2. Section 8.4(c). Section 8.4(c) of the Purchase Agreement is hereby amended and restated in its entirety and Section 8.4(d) is hereby added at the end of Section 8.4(c) as follows:


(c) In the event of a Change of Control, the Buyer shall, at or prior to the date of such Change of Control fund the Conting ...