Assets of Women Clothing Store

Sale of all assets of Occasion Brands, LLC which includes:

1. the inventory with respect to which American Clothing Express, Inc., a/k/a Allure, asserts a security interest against; provided, however, that notwithstanding anything set forth in this Agreement to the contrary, the Purchaser shall have no obligation to buy any Inventory which is in Allure’s possession or control at the time of Closing;
2. all office and other equipment owned by Seller;
3. all of Seller’s right, title and interest in and to the Assumed Leasehold Interests;
4. all of Seller’s right, title and interest in, to or under Assumed Contracts;
5. all of Seller’s right, title and interest in and to certain intellectual property used in the conduct of the Business;
6. any telephone numbers, internet domain names and IP addresses associated with the Business;
7. all of Seller’s right, title and interest in choses of action, claims and causes of action or rights of set-off of every kind and character against Purchaser seeking to (A) challenge Purchaser’s first priority perfected Encumbrances on the Secured Noteholders’ Prepetition Collateral including by seeking to subordinate or re-characterize such Encumbrances and (B) assert an Avoidance Action or state law fraudulent conveyance or similar claim against Purchaser and
8. the rights and obligations of Seller under the Stipulation and Consent Order Between Seller And Kleinfeld Bridal Corp. (A) Authorizing Rejection Of (I) Unexpired Nonresidential Real Property Lease And (II) Trademark License Agreement, And (B) Granting Related Relief.