SALE AND PURCHASE AGREEMENT
THIS AGREEMENT is made on 18th September, 1996 BETWEEN:
(1) TI GROUP plc whose registered office is at 50 Curzon Street, London, W1Y 7PN ("TI" or the "SELLER");
(2) APOLLO SPORTS HOLDINGS LIMITED whose registered office is at c/o Townsends, 42 Cricklade
Street, Swindon SN1 3HD (the "PURCHASER"); and
(3) COYOTE SPORTS INC. of 2291 Arapahoe Avenue, Boulder, Colorado 80302, United States of America
(A) The Seller is the beneficial owner of the entire issued share capital of TI
APOLLO LIMITED ("APOLLO UK").
(B) The Seller is the beneficial owner of the entire issued share capital of TI Group Inc., a Delaware corporation
of 375 Park Avenue, New York, NY 10152, U.S.A. ("TIUS").
(C) TIUS is the beneficial owner of the entire issued share capital of APOLLO GOLF, INC. ("APOLLO US").
(D) The Seller is the beneficial owner of the entire issued share capital of TI
REYNOLDS 531 LIMITED ("REYNOLDS").
(E) TI wishes to sell (and, in the case of Apollo US, procure the sale of) and the Purchaser wishes to purchase
the whole of the issued share capitals of the Company, Apollo US, Reynolds and the Oldbury Property for the
consideration and upon the terms and subject to the conditions set out in this agreement.
(F) The Purchaser is the wholly owned subsidiary of Coyote and the Seller has entered into this agreement with
the Purchaser at the request of Coyote.
NOW IT IS AGREED as follows:
IN THIS AGREEMENT:
"ACCLES & POLLOCK" means TIGrup No. 7 Limited whose registered office is at Lambourn Court,
Abingdon, Oxon OX 14 1 UH;
"ACCOUNTS" means the audited balance sheet as at the Accounts Date and the audited profit and loss account
and (in the case of Apollo US) its audited financial statements in each case in respect of the financial year ended
on the Accounts Date and notes to them and any directors' and auditors' reports annexed or attached to them of
each of the Companies;
"ACCOUNTS DATE" means 31st December,