Usn Corp Sample Contracts

ARTICLE 1 REGISTRATION RIGHTS
Registration Rights Agreement • June 23rd, 2005 • Usn Corp • Retail-jewelry stores • Colorado
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INTRODUCTION
Employment Agreement • February 16th, 2000 • Premier Concepts Inc /Co/ • Retail-jewelry stores • Nevada
SECTION 2 REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Underwriting Agreement • February 20th, 1997 • Premier Concepts Inc /Co/ • Retail-jewelry stores • Colorado
SECTION 2 REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Underwriting Agreement • April 11th, 1997 • Premier Concepts Inc /Co/ • Retail-jewelry stores • Colorado
AGREEMENT ---------
Asset Purchase Agreement • June 23rd, 2005 • Usn Corp • Retail-jewelry stores • California
WITNESSETH
Employment Agreement • May 14th, 1999 • Premier Concepts Inc /Co/ • Retail-jewelry stores • Colorado
MASTER SELECTED DEALER AGREEMENT
Master Selected Dealer Agreement • February 20th, 1997 • Premier Concepts Inc /Co/ • Retail-jewelry stores
RECITALS
Services Provider Agreement • February 16th, 2000 • Premier Concepts Inc /Co/ • Retail-jewelry stores • New Jersey
WITNESSETH
Employment Agreement • May 14th, 1999 • Premier Concepts Inc /Co/ • Retail-jewelry stores • Colorado
RECITALS
Assignment and Purchase Agreement • August 4th, 2005 • Usn Corp • Retail-jewelry stores • California
WITNESSETH
Employment Agreement • February 16th, 2000 • Premier Concepts Inc /Co/ • Retail-jewelry stores
PREMIER CONCEPTS, INC. COHIG & ASSOCIATES, INC. REPRESENTATIVE'S SHARE OPTION AGREEMENT
Premier • February 20th, 1997 • Premier Concepts Inc /Co/ • Retail-jewelry stores • Colorado
EXHIBIT 10.13 STANDSTILL AGREEMENT
Standstill Agreement • October 29th, 1996 • Premier Concepts Inc /Co/ • Land subdividers & developers (no cemeteries)
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EXCLUSIVE MASTER PURCHASE ORDER AND FULFILLMENT AGREEMENT
Exclusive Master Purchase Order and Fulfillment Agreement • September 12th, 2001 • Premier Concepts Inc /Co/ • Retail-jewelry stores

In consideration of the mutual promises and covenants that are contained in this agreement, the Parties agree as follows:

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • November 25th, 2005 • Usn Corp • Retail-jewelry stores • California
EMPLOYMENT AGREEMENT
Employment Agreement • January 5th, 2006 • Usn Corp • Retail-jewelry stores • California

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of December 29, 2005 by and between USN Corporation, a Colorado Corporation (“USN” or the “Company”) and Brad Berdow (the “Executive”).

USN CORPORATION 2006 EQUITY COMPENSATION PLAN STOCK OPTION AGREEMENT
Stock Option Agreement • June 9th, 2006 • Usn Corp • Retail-jewelry stores

STOCK OPTION AGREEMENT (this “Agreement”) dated as of ___(the “Grant Date”), between USN CORPORATION (the “Company”), and [OPTIONEE] (the “Optionee”). Except as otherwise defined herein, capitalized terms used herein shall have the meanings set forth in the Plan (as defined below).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 25th, 2005 • Usn Corp • Retail-jewelry stores • Colorado

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of June 17, 2005 by and among USN Corporation, a Colorado corporation (the “Company”), and each of the shareholders of the Company identified on Exhibit A attached hereto (the “Shareholders”). Together, the Company and the Shareholders may be referred to herein as the “Parties.”

Very truly yours, By: ---------------------------------- ----------------------------------- Shares of common stock subject Signature to this Agreement after closing of public offering --------------------------------------...
Premier Concepts Inc /Co/ • February 20th, 1997 • Retail-jewelry stores

Reference is made to a proposed public offering of 1,100,000 Shares and 1,100,000 Warrants (together, the "Securities") of Premier Concepts, Inc. (the "Company") pursuant to a Registration Statement and prospectus included therein (the "Registration Statement" and the "Prospectus") filed with the Securities and Exchange Commission and to be underwritten by Cohig & Associates, Inc. as representative of the several underwriters to be named in an underwriting agreement (the "Representative").

WITNESSETH
Employment Agreement • May 14th, 1999 • Premier Concepts Inc /Co/ • Retail-jewelry stores • Colorado
INVESTMENT BANKING, MERGER AND ACQUISITION AGREEMENT
Banking, Merger and Acquisition Agreement • April 30th, 2001 • Premier Concepts Inc /Co/ • Retail-jewelry stores • Colorado

THIS AGREEMENT is made as of this ___ day of March, 2001 by and between PREMIER CONCEPTS, INC., a Colorado corporation, having its principal business offices at 3033 South Parker Road, Aurora, Colorado 80014 (the "Company") and INFUSION CAPITAL PARTNERS, LLC, a Delaware limited liability company (the "Consultant").

December 17, 2001 Mr. Terry Washburn 1701 W. Northwest Highway Grapevine, TX 76051 Dear Mr. Washburn: Per our discussions, the following sets forth our agreements, which supplement our letter agreement dated November 15, 2001. Until Dec 17, 2003, you...
Premier Concepts Inc /Co/ • April 26th, 2002 • Retail-jewelry stores

In consideration of the foregoing, Premier Concepts agrees to grant and issue to you a restricted stock award consisting of an aggregate of 400,000 shares of common stock. The shares will be issued to you immediately, however should you be terminated for cause the shares will be subject to pro-rata forfeiture on a proportional basis over the 24 month period beginning December 17, 2001 or in the event you voluntarily terminate your employment with the Company before Dec 17, 2003.without cause. Further, the shares will be immediately released from any risk of forfeiture in the event the Company terminates your employment without cause prior to the expiration of the 24 month period.

CONSULTING AND PRODUCT SALES AGREEMENT
Consulting and Product Sales Agreement • October 25th, 2006 • Usn Corp • Retail-jewelry stores • California

This Product Sales Agreement (this “Agreement”) is entered into as of this 19th day of October, 2006 (the “Effective Date”), by and among USN CORPORATION (hereinafter referred to as “Parent”), a Colorado corporation, USN TELEVISION GROUP, INC., a Delaware corporation and a wholly owned subsidiary of Parent (hereinafter referred to as “USN Television” and together with Parent, “USN”) and AANSHI GEMS INC., a New York, corporation (hereinafter referred to as “Aanshi”).

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