Agreement - George Foreman and Salton Inc.


                        AGREEMENT MADE AS OF JULY 1, 1999
                                     BETWEEN
                   GEORGE FOREMAN, AN INDIVIDUAL ('FOREMAN'),
                                       AND
                 SALTON INC., A DELAWARE CORPORATION ('SALTON')

WHEREAS: Foreman desires to sell to Salton and Salton agrees to purchase from
Foreman certain trademarks and other property which have been used by Foreman in
the sale and promotion of products for the last three years.

THEREFORE, Foreman and Salton agree as set forth below.

     1.   Property to be Sold. Foreman agrees to sell to Salton all right, title
          and interest in:

          (a) the unregistered common law trademarks attached hereto and the
          good will associated therewith to use in perpetuity and worldwide
          which include, but are not limited to the name 'George Foreman'
          (including shortened versions of the name, such as 'George'),
          pictures, likenesses, caricatures and the signatures of George Foreman
          which have been used in connection with the marketing of products by
          Salton. (the properties listed on Schedule 1(a) is referred to as
          'Foreman Permanent Property No. I'); and

          (b) the right to use in perpetuity and worldwide the name 'George
          Foreman' (including shortened versions of the name such as 'George'),
          pictures, likenesses, and the signatures of Foreman solely in
          connection with the marketing and sale of food preparation apparatus
          and appliances for domestic use, namely the cooking and serving of
          food and non-alcoholic drinks for household use (the Foreman Food
          Products Line'). The property referred to in this subsection 1(b) is
          called the ('Foreman Permanent Property No. II').

The sale includes all rights related to Foreman Permanent Property Nos. I and II
and the right to sue for past infringements thereof.

     2.   Purchase Price. The total purchase price ('Purchase Price') to be paid
          to Foreman for the assets sold under this Agreement is one hundred ten
          million dollars ($110,000,000) of which one hundred million dollars
          ($100,000,000) shall be payable in cash and ten million dollars shall
          be payable in shares of Common Stock of Salton (the 'Salton Shares')
          valued as set forth in Section 7 and shall be allocated among the
          assets being sold as follows:

          (a)  for Foreman Permanent Property No. I-ninety five million dollars
               ($95,000,000);

          (b)  for Foreman Permanent Property No. II-fifteen million dollars
               ($15,000,000) allocated among the classes of property included
               within Foreman Permanent Property No. II as follows:






               (i)    two million five hundred thousand dollars ($2,500,000) to
                      Class 7 under the United States Trademark Patent Office
                      Registration System ('System');

               (ii)   ten million dollars ($10,000,000) to Class 11 under the
                      System; and

               (iii)  two million five hundred thousand dollars ($2,500,000) to
                      Class 21 under the System.

     3.   Terms of Payment. The Purchase Price owing to Foreman shall be paid as
          follows:

          (a)  On the Closing (defined in Section 9 below), thirty million
               dollars ($30,000,000) of which twenty million dollars
               ($20,000,000) shall be paid in cash and ten million ($10,000,000)
               shall be paid in shares of the Common Stock of Salton (the
               'Salton Shares'). The cash portion of the Purchase Price paid at
               the Closing shall be delivered by Federal Funds wired to a bank
               account designated by Foreman on the date of the Closing. The
               portion of the Purchase Price to be paid in Salton Shares shall
               be delivered in one or more stock certificates of Salton
               evidencing the Salton Shares registered in the name of Foreman.
               The Salton Shares delivered at the Closing shall have been
               registered for sale with the United States Securities and
               Exchange Commission ('SEC') so that, after the completion of the
               Closing, the Salton Shares may be sold in public transactions
               without restriction pursuant to such registration for a period of
               not less than one hundred eighty (180) days as set forth in
               Section 8 below.

          (b)  The balance of the Purchase Price, eighty million dollars
               ($80,000,000) shall be paid in cash in equal installments of
               twenty million dollars ($20,000,000) each, without interest, on
               the first, second, third and fourth anniversary of the Closing
               date, unless the date of the anniversary is not a business day
               when banks in both New York City and Houston, Texas are generally
               open for business ('Business Day') in which case the payment
               shall be made on the next date which is Business Day. If any
               installment of the Purchase Price owing after the Closing is not
               paid when due, Salton shall pay Foreman interest on the unpaid
               portion of such installment at a fluctuating annual rate that is
               always equal to the sum of: (i) the Prime Rate as announced from
               time to time in the Wall Street Journal (Midwest Edition), such
               rate to change when and as of the date such change is announced,
               plus (ii) two percent (2%). 

          (c)  The balance of the Purchase Price owing after the Closing Date,
               including interest owing on any unpaid portion of an installment
               due after the Closing, shall be subordinate to the payment in
               full of the amounts owing under the Amended and Restated Credit
               Agreement ('Credit Agreement') between Salton, as borrower, and
               Lehmann Brothers Commercial Paper, Inc., as administrative agent
               ('Lehmann') for the several lenders who, from time to time, are
               parties to the Credit Agreement. The subordination shall be set
               forth in a subordination agreement among Salton, Lehmann, as
               administrative agent for the several lenders under the Credit
               Agreement, and Foreman, to be entered into on or before the
               Closing Date in substantially the form of and containing
               substantially the terms and conditions of the Subordination
               Agreement attached hereto as Schedule 3(c).

                                      -2-



     4.   Trademark, Copyright Application Assistance. At the Closing, Foreman
          shall enter into a ten year contract providing for assistance from
          Foreman in executing assignments, applications and other documents
          which Salton reasonably requires in order to obtain further trademarks
          and copyrights for the products included in the Foreman Food Products
          Line in the form of and containing the terms and conditions set forth
          in Schedule 4 attached hereto (the 'Applications Assistance
          Contract').

     5.   Representations and Warranties of Foreman. Foreman represents,
          warrants and agrees with Salton that, as of the date hereof and up to
          and including the date of closing that each of the following
          representations is true and correct:

               (i)    Foreman shall be the sole owner of the property sold under
                      this Agreement as Foreman Permanent Property Nos. I and
                      II. Foreman owns no other trademarks related to small
                      kitchen electric products intended for making or serving
                      food or non-alcoholic beverages.

               (ii)   There are no contracts currently in effect which limit or
                      restrict the right of Foreman in any manner to use or
                      transfer any of the Foreman Permanent Property Nos. I and
                      II or to register any unregistered common law marks listed
                      on Schedule 1(a) and neither George Foreman Productions,
                      Inc., a Nevada corporation, owned and controlled by
                      Foreman ('Productions') or Foreman is a defendant to any
                      Action relating to, or otherwise has been notified of, any
                      claim that any use by, on behalf of or through Foreman, of
                      any of the property included in Foreman Permanent Property
                      Nos. I and II infringes or violates the proprietary,
                      contractual or other rights of any Person and, to
                      Foreman's knowledge, no basis for any such claim exists.
                      To Foreman's knowledge, there is no infringement by any
                      Person of Foreman Permanent Property Nos. I and II.

               (iii)  Foreman has the right to assign and sell the properties
                      sold under this Agreement.

               (iv)   Except for Salton, Foreman has not licensed or in any
                      other way authorized any person to use in any manner any
                      of Foreman Permanent Property Nos. I and II.

               (v)    To Foreman's knowledge, all trademarks listed on Schedule
                      1(a) in the United States are valid and subsisting, there
                      is no pending or, to Foreman's knowledge, threatened
                      proceedings or litigation with respect thereto, and
                      Schedule 1(a) is complete and correct. All of the items
                      included in Foreman Permanent Property No. I are in use
                      and have not been abandoned.

               (vi)   All of the items which may constitute copyrighted works
                      used to market products under Foreman Permanent Property
                      No. I are original and will be properly and effectively
                      assigned to Salton at Closing. Foreman agrees to take
                      reasonable and prudent steps to protect Salton's rights in
                      and to such copyrights. Except for Salton, to Foreman's
                      knowledge, no Person has any right to such copyrights.

                                      -3-




               (vii)  Foreman has no commitment or legal obligation, absolute or
                      contingent, to any Person other than Salton to sell,
                      assign, license, transfer or effect a sale of any of
                      Foreman Permanent Property Nos. 1 or 2 or to enter into
                      any Contract or cause the entering into of a Contract with
                      respect to the foregoing.

               (viii) Productions is a duly organized and existing corporation
                      in good standing under the laws of Nevada.

               (ix)   As of the date of Closing, Foreman shall own all right,
                      title and interest in and to Foreman Property No. I and
                      Foreman Property No. II free and clear of all security
                      interests, liens and encumbrances.

     6.   Representations and Warranties of Salton. Salton represents and
          warrants and agrees with Foreman that, as of the date hereof and up to
          and including the date of Closing that each of the following
          representations is true and correct:

               (i)    Salton is a duly organized and existing corporation under
                      the laws of the State of Delaware.

               (ii)   Salton has the corporate power under its articles of
                      incorporation and by laws to enter into and perform this
                      Agreement.

               (iii)  The Board of Directors of Salton has, by unanimous written
                      consent in lieu of a special meeting, authorized Salton to
                      enter into and perform this Agreement.

               (iv)   There are no contracts currently in effect which limit or
                      restrict the right of Salton to enter into or perform this
                      Agreement except only that Salton may determine that it
                      requires consent from its lenders under the Second Amended
                      and Restated Credit Agreement by and among Salton and
                      Lehmann Brothers Commercial Paper, Inc., as Administrative
                      Agent for the several lenders who are parties from time to
                      time to such agreement ('Credit Agreement') to enter into
                      and close the transactions contemplated by this Agreement.

               (v)    There are no existing uncured events of default on the
                      part of Salton under its Credit Agreement.

               (vi)   Salton has authorized but unissued shares of Common Stock
                      and shares of Common Stock held as Treasury shares and has
                      reserved, and shall continue to keep reserved for issuance
                      in connection with the Closing of this Agreement a
                      sufficient number of Shares to satisfy its obligation to
                      deliver the number of Shares necessary to close this
                      Agreement.

     7.   Calculation of Number of Shares to be Delivered to Foreman at Closing.
          In order to determine the number of shares of common stock of Salton
          to be delivered to Foreman on the Closing, ten million dollars shall
          be divided by the Average Salton Price as defined in this Section 7.
          Average Salton Price shall be the average of the closing prices of
          Salton common stock on the New York Stock Exchange ('NYSE') as
          reported 

                                      -4-




          on the NYSE Composite Transaction Tape for the twenty (20) trading
          days ending on the third trading day preceding the Closing Date.

     8.   Registration of Salton Shares. Immediately following the execution of
          this Agreement, Salton shall:

               (i)    prepare and file with the SEC as soon as is reasonably
                      practicable a registration statement on Form 3 under the
                      1933 Securities Act, as amended ('Securities Act') with
                      respect to the Salton Shares to be delivered to Foreman at
                      the Closing and shall use its best reasonable efforts to
                      have the Registration Statement declared effective by the
                      SEC under the Securities Act effective upon the Closing,
                      subject to the conditions set forth below in this Section
                      8;

               (ii)   use its reasonable efforts to register or qualify such
                      Salton Shares under such other securities or blue sky laws
                      of such jurisdictions as Foreman reasonably requests and
                      do any and all other acts and things which may be
                      reasonably necessary or advisable to enable Foreman to
                      consummate the disposition in such jurisdictions of the
                      Salton Shares owned by Foreman (provided that Salton will
                      not be required to (x) qualify generally to do business in
                      any jurisdiction where it would not otherwise be required
                      to qualify but for this section, (y) subject itself to
                      taxation in any such jurisdiction or (z) consent to
                      general service of process in any such jurisdiction); and

               (iii)  prepare and file with the NYSE a listing application
                      covering the Salton Shares to be issued at the Closing and
                      use its reasonable best efforts to obtain prior to the
                      Closing, approval for the listing of the Salton Shares
                      subject only to official notice of issuance.

          Notwithstanding the foregoing, Salton shall have the right to delay
          the effectiveness of the registration and of the listing of the Salton
          Shares for a period of up to one hundred twenty (120) days, if there
          are, in Salton's judgment, possible developments, events or actions
          which may occur concerning Salton or its business which would be
          required to be disclosed in a registration statement filed with the
          SEC, which are not in the best interest of Salton to disclose and need
          not be disclosed under the Securities Act unless and until such
          developments, events or actions occur.

     9.   Conditions to Closing.

          (a)  Foreman Conditions. At or before the Closing, Foreman shall have
               received the following:

               (i)    a copy of the Articles of Incorporation, as amended, of
                      Salton certified by the Delaware Secretary of State;

               (ii)   a copy of the By-Laws of Salton and a copy of the
                      Unanimous Consent of Directors of the Board of Directors
                      of Salton authorizing the execution, delivery and
                      performance of this Agreement, both certified by the
                      Secretary of Salton;

                                      -5-




               (iii)  a good standing certificate of Salton certified by the
                      Secretary of State of Delaware;

               (iv)   a copy of a Registration Statement, as then amended and
                      made effective by the SEC on or prior to the closing
                      registering for sale the Shares of Salton to be delivered
                      to Foreman at the Closing;

               (v)    a so called bring down certificate executed by an officer
                      of Salton certifying that the representations and
                      warranties of Salton set forth in Section 6 above are true
                      and correct as of the Closing;

               (vi)   Foreman shall have received the cash portion of the
                      purchase price to be delivered at the Closing;

               (vii)  Foreman shall have received a first priority lien security
                      agreement executed by Salton substantially in the form and
                      containing the terms and conditions of the Trademark
                      Security Agreement allocated hereto as Schedule 9(vii)
                      granting to Foreman a purchase money security interest
                      under the Uniform Commercial Code, as adopted in Illinois,
                      in the Foreman Permanent Property Nos. I and II to be sold
                      hereunder to Salton which security agreement can also be
                      registered as a first priority security filing with the
                      U.S. Trademark registration office, executed UCC 1 filing
                      forms to be filed with the Secretary of State of Illinois
                      and any other filing office as Foreman deems reasonably
                      necessary in order to perfect his purchase money security
                      interest in the Foreman Permanent Properties to be sold
                      hereunder and such other documents as Foreman may
                      reasonably request in order to grant Foreman a first
                      priority purchase money lien on the Foreman Permanent
                      Properties in order to secure the unpaid portion of the
                      Purchase Price owing to Foreman;

               (viii) Foreman shall have received certificates for Salton Shares
                      issued in the name of Foreman without any restrictive
                      legend duly listed on the NYSE;

               (ix)   a copy of the Applications Assistance Contract attached
                      hereto as Schedule 4 executed and delivered by Salton; and

               (x)    a copy of the Subordination Agreement referred to in
                      Section 3(c) above executed and delivered by Salton and
                      Lehmann Brothers, Inc., as administrative agent for the
                      several lenders under the Credit Agreement.

          (b)  Salton Conditions. At or before the Closing, Salton shall have
               received the following:

               (i)    evidence of Uniform Commercial Code searches, searches of
                      the Offices of the United States Trademark Patent Office
                      Registration System and other certificates reasonably
                      requested by Salton in order to confirm that the Foreman
                      Permanent Properties being sold hereunder by Foreman are
                      free and clear of all security interests, liens and
                      encumbrances;

                                      -6-




               (ii)   a copy of a Registration Statement, as then amended and
                      made effective by the SEC on or prior to the Closing
                      registering for sale by Foreman the Shares of Salton to be
                      delivered to Salton at the closing;

               (iii)  a bill of sale and assignment of Foreman Permanent
                      Property Nos. I and II;

               (iv)   a copy of the Applications Assistance Contract attached
                      hereto as Schedule 4 executed and delivered by Foreman;

               (v)    a copy of the Subordination Agreement referred to in
                      Section 3(c) above executed and delivered by Foreman and
                      Lehmann Brothers Commercial Paper, Inc., as administrative
                      agent for the several lenders under the Credit Agreement;

               (vi)   such other approvals from Lehmann Brothers Commercial
                      Paper, Inc. as agent for the several lenders under the
                      Credit Agreement as Salton requires, in its reasonable
                      discretion, in order to close this Agreement;

               (vii)  a quitclaim and release from George Foreman Productions
                      Inc., a Nevada corporation, of any interest such company
                      may have or claim with respect to Foreman Permanent
                      Properties Nos. I and II; and

               (viii) such other documents and assignments as Salton may require
                      reasonably in order to effect the assignment and transfer
                      to Salton of the assets sold hereunder.

     10.  Closing. The closing shall occur on or before February 15, 2000 on not
          less than five business days notice from Salton at the offices of
          Salton located in Mount Prospect, Illinois or such other office as
          Foreman and Salton mutually agree to at 10 A.M., CST ('Closing Date').
          As soon as the Salton Shares to be delivered to Foreman are duly
          registered for sale as required by this Agreement, Salton and Foreman
          each agree to make reasonable business efforts to effect the Closing
          as soon thereafter as possible. At the Closing, Foreman and Salton
          shall each make the deliveries required of them as set forth above;
          provided that, if Salton determines that it is necessary for Salton to
          delay the filing or effectiveness of the registration of the Salton
          Shares to be delivered to Foreman as set forth in Section 8 above,
          Salton shall have right to either: (i) delay the Closing for a period
          or periods of time up to an aggregate of one hundred twenty (120) days
          or (ii) to pay in cash at the Closing the ten million dollars
          ($10,000,000) otherwise payable in Salton Shares and to deliver the
          Salton Shares registered for sale as set forth in this Agreement as
          one half of the amount owing to Foreman on the first anniversary of
          the Closing Date, except that the number of Salton Shares to be
          delivered to Foreman on the first anniversary of the Closing Date
          shall be determined by using as the 'Average Salton Price' the average
          of the closing prices of Salton common stock on the New York Stock
          Exchange ('NYSE') as reported on the NYSE Composite Transaction Tape
          for the twenty trading days ending on the third trading day preceding
          the first anniversary of the Closing Date.

     11.  Indemnification and Survival of Representations, Warranties, Covenants
          and Indemnity Obligation.

                                      -7-




          11.1.  Survival of Representations, Etc. All representations and
                 warranties of Foreman and Salton contained herein shall survive
                 the Closing Date and shall terminate at the close of
                 twenty-four (24) full calendar months next following the
                 Closing Date. Upon the termination of a representation or
                 warranty in accordance with the foregoing, the representation
                 or warranty shall have no further force or effect for any
                 purpose under this Agreement, including Section 11.2 hereof,
                 provided that, any representation or warranty in respect of
                 which indemnity may be sought under Section 11.2, and the
                 indemnity with respect thereto, shall survive the time at which
                 it would otherwise terminate pursuant to this Section 11.1 if
                 written notice of the inaccuracy or breach thereof giving rise
                 to such right of indemnity shall have been given to the party
                 against whom such indemnity may be sought prior to such time.

          11.2.  Indemnification.

          (a)    By Foreman. Foreman shall indemnify Salton and its officers and
                 directors, , and hold each of them harmless from and against
                 any and all claims, demands, actions, suits, judgments,
                 liability and loss, including legal fees and expenses and court
                 costs (collectively, 'Loss') incurred by any of them in
                 connection with, arising out of, or resulting from (i) any
                 breach of any representation or warranty made by Foreman in
                 this Agreement; or (ii) any failure by Foreman to perform in a
                 timely manner any agreement, covenant or obligation of Foreman
                 pursuant to this Agreement.

          (b)    By Salton. Salton shall indemnify Foreman and hold him harmless
                 from and against any and all Loss incurred by him in connection
                 with, arising out of or resulting from (i) any breach or
                 inaccuracy of any representation or warranty made by Salton in
                 this Agreement or (ii) any failure by Salton to perform in a
                 timely manner any agreement, covenant or obligation of Salton
                 pursuant to this Agreement.

          (c)    Defense of Claims. If a claim for Loss (a 'Claim') is to be
                 made by a party entitled to indemnification hereunder (the
                 'Indemnified Party') against the party from whom
                 indemnification is claimed (the 'Indemnifying Party'), the
                 Indemnified Party shall give written notice (a 'Claim Notice')
                 to the Indemnifying Party as soon as practicable after the
                 Indemnified Party becomes aware of any fact, condition or event
                 which may give rise to Loss for which indemnification may be
                 sought under this Section 11.2. If any lawsuit or enforcement
                 action is filed against any party entitled to the benefit of
                 indemnity hereunder, written notice thereof shall be given to
                 the Indemnifying Party as promptly as practicable (and in any
                 event within ten (10) business days after the service of the
                 citation or summons). The failure of any Indemnified Party to
                 give timely notice hereunder shall not affect rights to
                 indemnification hereunder, except to the extent that the
                 Indemnifying Party demonstrates actual Loss caused by such
                 failure. Notwithstanding the foregoing, a Claim Notice must be
                 made within the survival period set forth in Section 11. 1,
                 whether or not the Indemnifying Party is prejudiced by any
                 failure to give the Claim Notice. The Claim Notice shall
                 describe in reasonable detail the nature of the Claim,
                 including an estimate of the amount of Loss that have been or
                 may be suffered 

                                      -8-




                 or incurred by the Indemnified Party attributable to such
                 Claim, the basis of the Indemnified Party's request for
                 indemnification under the Agreement and all information in the
                 Indemnified Party's possession relating to such Claim. After
                 receipt of such Claim Notice, the Indemnifying Party shall be
                 entitled, if it so elects, at its own cost, risk and expense,
                 (i) to take control of the defense and investigation of such
                 lawsuit or action and (ii) to employ and engage attorneys of
                 its own choice to handle and defend the same, provided however
                 that the attorneys shall be reasonably acceptable to the
                 Indemnified Party. If the Indemnifying Party fails to assume in
                 writing the defense of such Claim within ten (10) business days
                 after receipt of the Claim Notice, the Indemnified Party
                 against which such Claim has been asserted will (upon
                 delivering notice to such effect to the Indemnifying Party)
                 have the right to undertake, at the Indemnifying Party's cost
                 and expense, the defense, compromise or settlement of such
                 Claim on behalf of and for the account and risk of the
                 Indemnifying Party; provided, however, that such Claim shall
                 not be compromised or settled without the written consent of
                 the Indemnifying Party, which consent shall not be unreasonably
                 withheld or delayed. In the event that the Indemnified Party
                 assumes the defense of the Claim, the Indemnified Party will
                 keep the Indemnifying Party reasonably informed of the progress
                 of any such defense, compromise or settlement. Notwithstanding
                 the foregoing, the Indemnified Party shall be entitled to
                 conduct its own defense at the cost and expense of the
                 Indemnifying Party if the Indemnified Party establishes that
                 the conduct of its defense by the Indemnifying Party would
                 reasonably be likely to prejudice materially the Indemnified
                 Party due to a conflict of interest between the Indemnified
                 Party and the Indemnifying Party; and provided further that in
                 any event the Indemnified Party may participate in such defense
                 at its own expense.

          (d)    Settlement. In the event that the Indemnified Party settles any
                 Claim without the prior written consent of the Indemnifying
                 Party, the Indemnifying Party shall have no further
                 indemnification obligations under this Section 11.2 with
                 respect to such Claim; provided, however, that if the
                 Indemnifying Party refuses to defend or otherwise handle such
                 Claim and it is subsequently determined that the Indemnifying
                 Party is or was obligated to defend or indemnify the
                 Indemnified Party with respect to such Claim, then the
                 Indemnified Party shall remain obligated with respect to such
                 settlement amount. If the Indemnifying Party shall control the
                 defense of any such Claim, the Indemnifying Party shall obtain
                 the prior written consent of the Indemnified Party (which shall
                 not be unreasonably withheld) before entering into any
                 settlement of a Claim or ceasing to defend such Claim if,
                 pursuant to or as a result of such settlement or cessation,
                 injunctive or other equitable relief shall be imposed against
                 the Indemnified Party or if such settlement or cessation does
                 not expressly and unconditionally release the Indemnified Party
                 from all liabilities and obligations with respect to such
                 Claim, without prejudice. In the event that the Indemnifying
                 Party proposes a settlement to any Claim with respect to which
                 the Indemnifying Party is or was entitled to defend, which
                 settlement is satisfactory to the party instituting such Claim,
                 and the Indemnified Party withholds its consent to such
                 settlement, and thereafter a final judgment is entered against
                 the Indemnifying Party or Indemnified Party pursuant to which
                 Loss exceeds the amount of the proposed settlement, then in
                 such case the Indemnifying Party 

                                      -9-




                 shall have no obligation to indemnify the Indemnified Party
                 under this Section 11.2 against and in respect of the amount by
                 which the Loss resulting from such final judgment exceed the
                 amount of the proposed settlement.

          (e)    Mitigation. Each Indemnified Party shall have an obligation to
                 mitigate Loss under this Agreement, and to that end each party
                 shall use its reasonable efforts and shall consult and
                 cooperate with each other with a view towards mitigating
                 claims, losses, liabilities, damages, deficiencies, costs and
                 expenses that may give rise to claims for indemnification under
                 this Section 11.2.

          (f)    Cooperation. In the event that any action, suit, proceeding or
                 investigation relating hereto or to the transactions
                 contemplated by this Agreement is commenced, whether before or
                 after the Closing, the parties hereto agree to cooperate and
                 use reasonable efforts to vigorously defend against and respond
                 thereto and make available to each other such personnel,
                 witnesses, books, records, documents or other information
                 within its control that are necessary or appropriate for such
                 defense; provided that, subject to Section 11.2(c), the
                 Indemnifying Party shall reimburse the Indemnified Party for
                 its out of pocket expenses incurred in connection therewith.

          (g)    Limitations.

                 (i)     Neither Salton nor Foreman shall be liable to the other
                         under this Section 11.2 for any Loss due pursuant to
                         Section 11.2(a)(i) or Section 11.2(b)(i) exclusively,
                         unless and until the aggregate amount otherwise due the
                         Indemnified Party exceeds One Hundred Thousand Dollars
                         ($100,000) excluding legal fees and expenses ('Initial
                         Loss Amount'). Thereafter the total amount of all such
                         Loss excluding the Initial Loss Amount actually
                         incurred shall be indemnifiable.

                 (ii)    Nothing herein shall relieve Salton or Foreman of any
                         liability to make any payment expressly required to be
                         made by such party pursuant to this Agreement or deny
                         Foreman any right created by the Security Agreement
                         referred to in Section 9(a)(vii).

          11.3.  Insurance Proceeds. With respect to any Claim required to be
                 indemnified pursuant to this Agreement, so long as the
                 Indemnifying Party has complied with its indemnification
                 obligations on such Claim: (i) to the extent available, the
                 Indemnified Party shall assign to the Indemnifying Party any
                 applicable proceeds under any insurance policy which covers the
                 matter which is the subject of the indemnification and shall
                 take reasonable steps to insure that the Indemnifying Party
                 obtains the benefits of such policy, including providing any
                 notices as required under such policy and (ii) if the
                 Indemnified Party receives insurance proceeds with respect to
                 any Loss paid by the Indemnifying Party, then the Indemnified
                 Party shall reimburse the Indemnifying Party in an amount
                 equivalent to such proceeds up to the amount actually paid by
                 the Indemnifying Party.

          11.4   Exclusive Remedy. The rights of Salton under Section 11.2 shall
                 be the exclusive remedy of Salton with respect to claims based
                 upon a breach or 

                                      -10-




                 alleged breach of the representations, warranties and covenants
                 of Foreman contained herein. The rights of Foreman under
                 Section 11.2 shall be the exclusive remedy of Foreman with
                 respect to claims based upon a breach or alleged breach of the
                 representations, warranties and covenants of Salton contained
                 herein. Except as expressly set forth in this Agreement,
                 neither Foreman nor Salton has made any representations or
                 warranties, express or implied, in connection with the
                 transactions contemplated by this Agreement.

     12.  Miscellaneous.

          (a)    Notices. All notices, requests, demands and other
                 communications which are required or may be given under this
                 Agreement shall be in writing and shall be deemed to have been
                 duly given when received if: (i) personally delivered; (ii)
                 when transmitted if transmitted by telecopy, electronic or
                 digital transmission method and followed by a confirmation of
                 receipt from the recipient of the notice; (iii) when delivered
                 if sent to a domestic address by recognized overnight delivery
                 service (e.g., DHL); and upon receipt, if sent by prepaid U.S.
                 certified or registered mail, return receipt requested. In each
                 case notice shall be sent as indicated below:

                 If to Foreman:

                 George Foreman
                 4402 Walham Court
                 Kingwood, Texas  77345

                 with copies to:

                 Edward Wallison, Esq.
                 1111 Bagby, Suite 2030
                 Houston, Texas  77002

                 and

                 Mann, Frankfort, Stein & Lipp
                 12 Greenway Plaza, 8th Floor
                 Houston, Texas  77046-1291
                 Attention:  William J. Hickl III

          If to Salton, addressed to:

                 Salton, Inc.
                 550 Business Center Drive
                 Mount Prospect, IL
                 Attn:  Leon Dreimann
                        Chief Executive Officer




                                      -11-




          (b)    Choice of Law. This Agreement shall be construed, interpreted
                 and the rights of the parties determined in accordance with the
                 laws of the State of Illinois (without reference to its choice
                 of law provisions).

          (c)    Entire Agreement; Amendments and Waivers. This Agreement,
                 together with all exhibits and schedules hereto and thereto,
                 the Security Agreement referred to in Section 9(a)(vii) and the
                 Subordination Agreement referred to in Section 9(a)(x),
                 constitute the entire agreement among the parties pertaining to
                 the subject matter hereof and supersede all prior agreements,
                 understandings, negotiations and discussions, whether oral or
                 written, of the parties. This Agreement may not be amended
                 except by an instrument in writing signed on behalf of each of
                 the parties hereto. No amendment, supplement, modification or
                 waiver of this Agreement shall be binding unless executed in
                 writing by the party to be bound thereby. No waiver of any of
                 the provisions of this Agreement shall be deemed or shall
                 constitute a waiver of any other provision hereof (whether or
                 not similar), nor shall such waiver constitute a continuing
                 waiver unless otherwise expressly provided.

          (d)    Multiple Counterparts. This Agreement may be executed in one or
                 more counterparts, each of which shall be deemed an original,
                 but all of which together shall constitute one and the same
                 instrument.

          (e)    Invalidity. In the event that any one or more of the provisions
                 contained in this Agreement or in any other instrument referred
                 to herein, shall, for any reason, be held to be invalid,
                 illegal or unenforceable in any respect, then to the maximum
                 extent permitted by law, such invalidity, illegality or
                 unenforceability shall not affect any other provision of this
                 Agreement or any other such instrument.

          (f)    Titles; Gender. The titles, captions or headings of the
                 Sections herein, and the use of a particular gender, are for
                 convenience of reference only and are not intended to be a part
                 of or to affect or restrict the meaning or interpretation of
                 this Agreement.

          (g)    Arbitration. Each party hereto agrees to resolve any claim,
                 demand, dispute, action or cause of action arising under or in
                 connection with this Agreement by arbitration in accordance
                 with the Rules of the American Arbitration Association ('AAA')
                 applicable to commercial disputes, except that each party shall
                 be entitled to discovery and to present witnesses in the
                 discretion of the arbitrators. There shall be three (3)
                 arbitrators, one selected by Foreman and one selected by
                 Salton. The third arbitrator shall be selected by the first two
                 arbitrators. The decision of the arbitration panel shall be
                 determined by a majority vote. If Salton or Foreman desires to
                 initiate an arbitration, they shall give Notice to the other
                 ('Initial Notice'). The party who sends the Initial Notice
                 shall include the name of the arbitrator designated by such
                 party. The party receiving the Initial Notice shall designate
                 its arbitrator within fourteen (14) Business Days next
                 following receipt of the Initial Notice. If the arbitrators
                 designated by Salton and Foreman cannot agree upon a third
                 arbitrator within thirty (30) days following the designation of
                 the second arbitrator, then, upon the application of Salton or
                 Foreman, the AAA shall select the third arbitrator. If either
                 Salton or 

                                      -12-




                 Foreman does not designate an arbitrator as required under this
                 Agreement within the time period allowed then upon the
                 application of the other party, the AAA shall chose the second
                 arbitrator. Any decision of the arbitration panel shall be
                 specifically enforceable by any state or U.S. federal court
                 sitting in Houston Texas or Chicago, Illinois.

          (h)    Interpretation. The headings and captions contained in this
                 Agreement and in the Schedules hereto are for reference
                 purposes only and shall not affect in any way the meaning or
                 interpretation of this Agreement.

          (i)    Further Assurances. Each of Foreman and Salton will use
                 reasonable efforts to implement the provisions of this
                 Agreement, including but not limited to the execution and
                 delivery of such other documents (including any license,
                 assignment or assumption agreement, official certificates of
                 registration, renewals, transfers or other documents supporting
                 ownership of trademarks) in addition to those required by this
                 Agreement, in form and substance reasonably satisfactory to the
                 other party, as may be reasonably deemed necessary to implement
                 any provision of this Agreement.

     IN WITNESS WHEREOF, this Agreement has been signed on behalf of each of the
parties hereto as the date first written above.

Salton, Inc.


By: /s/ Leon Dreimann                          /s/ George Foreman
   --------------------------------            --------------------------------
Name:  Leon Dreimann                           George Foreman
Title: Chief Executive Officer











                                      -13-




                                   SCHEDULE 4

                        APPLICATIONS ASSISTANCE CONTRACT

                        Schedule 4 to Purchase Agreement
                            dated as of July 1, 1999



                        APPLICATION ASSISTANCE AGREEMENT
                            dated as of ('Agreement')
                                     between
                Salton, Inc., a Delaware corporation ('Salton'),
                                       and
                           George Foreman ('Foreman')

         A. On the date hereof, pursuant to a Purchase Agreement dated as of
July 1, 1999 among the parties hereto ('Purchase Agreement'), Foreman has sold
to Salton permanent worldwide rights to certain unregistered trademarks; and
Foreman has sold to Salton the permanent worldwide rights to the use of his name
in connection with portable kitchen appliance products that are used to make or
serve food and non-alcoholic beverages (the 'Foreman Food Products Line').

         B. Salton will require assistance from Foreman over a substantial
period of time in order to register unregistered trademarks and to register
future trademarks and to obtain copyrights and materials which are used to
promote and market products within the Foreman Food Products Line.

         C. Capitalized terms used in this Agreement and not defined herein are
defined in the Purchase Agreement.

         Therefore, Salton and Foreman agree as set forth below.

         1. Term. The Term of this Agreement shall commence on the date hereof
and end on December 31, 2009.

         2. Payment for Services. Salton shall pay Foreman one million dollars
($1,000,000) for services hereunder in forty (40) quarterly installments of
twenty-five thousand dollars ($25,000) on the last business day of each calendar
quarter, commencing with the quarter ending March 31, 2000.

         3. Services.

            a. At the request of Salton, Foreman shall execute and deliver
affidavits, declarations, applications and other documents required by Salton in
order to: (i) register unregistered trademarks sold to Salton under the Purchase
Agreement in the United States of America; (ii) register trademarks already
registered in the U.S.A. in other jurisdictions worldwide; (iii) register for
protection in any jurisdiction in the world trademarks on products sold in the
Foreman Food Products Line; (iv) register copyrights on writings, recordings,
pictures and other presentations used by Salton to market products under
trademarks included in the Foreman Permanent Properties sold under the Purchase





Agreement and the permanent worldwide rights to use the name and likeness of
George Foreman as described and sold to Salton under Section 1(b) of the
Purchase Agreement.

            b. The services to be provided under this Agreement relate solely to
the matters set forth in this Agreement and do not require of Foreman any other
personal services or to make any appearances for Salton or to act in promotional
videos or otherwise to promote products marketed by Salton in the Foreman Food
Products Line.

         4. No Additional Rights. Foreman shall have no right, directly or
indirectly, to royalties or any other payments arising out of the sale of
products making use of the trademarks and other rights sold by Foreman to Salton
pursuant to the Purchase Agreement.

Salton, Inc.



By:  ___________________________              _____________________________
     Leon Dreimann                            George Foreman
     Chief Executive Officer





                      SCHEDULE 9(vii) to Purchase Agreement
                            dated as of July 1, 1999


                          TRADEMARK SECURITY AGREEMENT

                                (attached hereto)