Assets of Sports Shoe Retailing Business

Sale of assets of The Sports Zone, Inc. includes:

1. Subject to the terms and the conditions set forth in this Agreement and on the basis of the representations and warranties herein, Seller shall sell, convey, transfer, assign and deliver to Buyer and Buyer shall purchase, receive and accept from Seller all rights, title and interest in and to the assets and properties of every kind, character and description (other than property and rights specifically excluded in this Agreement), owned or leased by Seller and used in the operation and management of the Business, or otherwise for the benefit of the Business, whether tangible, intangible, real, personal or mixed, movable or fixed, and wherever located.
2. With the exception of the Excluded Assets, the Acquired Assets include all tangible property, accounts (including accounts receivable), machinery, equipment, Inventories, tenant improvements (regardless of whether they are accounted for as an asset on the books of Seller), goodwill of the Business, software and computer programs, hardware, Intellectual Property (including the names "Sports Zone" and "Sports Zone Elite" and all other trade names and acronyms under which Seller conducts the Business or by which Seller or the Business is commonly blown), prepaid expenses (other than prepaid insurance or prepaid other assets) and deposits, Assigned Leases and Executory Contracts, books and records, any Seller policies and procedures relating to the Business, telephone and facsimile numbers, all Licenses and permits to the extent transferable to Buyer, all benefits, proceeds and other amounts payable under any Seller policy of insurance relating to the Business, and proceeds of all of the foregoing assets.