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Agreement For The Purchase And Sale of Personal Goodwill

This is an actual contract by Craftmade International.

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Sectors: Consumer Products (Durables)
Governing Law: Delaware, View Delaware State Laws
Effective Date: March 01, 2005
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Exhibit 10.3


AGREEMENT FOR THE PURCHASE AND SALE OF PERSONAL GOODWILL


This AGREEMENT FOR THE PURCHASE AND SALE OF PERSONAL GOODWILL (this "Agreement") is made as of this 1st day of March, 2005, by and among Teiber Lighting Products, Inc., a Delaware corporation ("Buyer") and Edward Oberstein ("Seller").


RECITALS


WHEREAS, the Seller owns 640 shares of the issued and outstanding capital stock of Bill Teiber Co., Inc., a Texas corporation (the "Company"); and


WHEREAS, contemporaneously with this Agreement, Craftmade International, Inc., a Delaware corporation ("Craftmade"), Buyer, the Company, Seller and Todd Teiber ("Teiber") are simultaneously entering into that certain Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which the Company will be merged with and into the Buyer (the "Merger"), with the Buyer being the surviving corporation; and


WHEREAS, pursuant to the Merger Agreement, Craftmade is acquiring from Seller and Teiber all of the issued and outstanding capital stock of the Company; and


WHEREAS, the Seller has independently developed, owned and will continue to own on the Closing Date (as defined in Section 2) close personal and ongoing business relationships, trade secrets and knowledge in connection with the Company's light bulb and complimentary lighting products business, through the personal ability, personality, reputation, skill and integrity of Seller, and other information relating thereto (collectively, the "Personal Goodwill"), which the Seller desires to sell to the Buyer as hereinafter provided; and


WHEREAS, Seller is not subject to an employment agreement, noncompetition agreement, or similar restrictive covenant agreement relating to the Personal Goodwill that restricts Seller's use of the Personal Goodwill; and


WHEREAS, the Buyer desires to acquire all of the Personal Goodwill, as hereinafter provided.


NOW, THEREFORE, in consideration of the foregoing and of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:


1. Purchase Price and Exchange of Consideration. The Seller shall sell, assign, transfer, convey and deliver to the Buyer at the Closing the Personal Goodwill including, but not limited to, all of the Seller's respective rights and benefits related to the Personal Goodwill. In exchange for the Personal Goodwill and subject to the terms and conditions of this Agreement, the Buyer shall pay to the Seller on the Closing Date the total sum of One Million and 00/100 Dollars ($1,000,000.00) for all of the Personal Goodwill (the "Purchase Price"). The payment required by this Section 1 shall not be affected by the death or disability of Seller.


2. Closing/Termination. The sale and assignment of the Personal Goodwill (the "Closing") shall take place at the offices of Haynes and Boone, LLP, at 201 Main Street, Suite 2200, Fort Worth, Texas, at 10:00 a.m. (local time) on March 1, 2005, or at such other time and date as the Buyer and the Seller may agree (the "Closing Date").


3. Representations and Warranties. The Seller represents and warrants to the Buyer as follows:


3.1 Personal Goodwill. All of the Personal Goodwill is owned,
and immediately prior to the Closing will be owned, by the Seller, free
and clear of all liens, encumbrances, claims, options, security
interests, calls and commitments of any kind. The Seller has full legal
right, power and authority to enter into this Agreement and to sell,
assign and transfer the Personal Goodwill to the Buyer and, on the
Closing Date, the sale and assignment of the Personal Goodwill to the
Buyer hereunder will transfer to the Buyer valid title thereto, free
and clear of all liens, encumbrances, claims, options, security
interests and commitments of any kind.


3.2 No Restrictions. Seller is not currently a party to any
contract, employment agreement, noncompetition agreement or any other
contract or agreement, or subject to any restriction or condition
contained in any permit, license, judgment, order, writ, injunction,
decree or award which, singly or in the aggregate, materially and
adversely affects or restricts, or is likely to materially and
adversely affect or restrict the Personal Goodwill or the Buyer's
acquisition, use or enjoyment thereof.


3.3 Approval and Authorization. The execution and delivery of
this Agreement by Seller and the performance of the transactions
contemplated herein have been duly and validly authorized by Seller,
and this Agreement is a legal, valid and
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