0000912057-02-015007 Sample Contracts

6,000,000 Shares TUESDAY MORNING CORPORATION Common Stock FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • April 15th, 2002 • Tuesday Morning Corp/De • Retail-variety stores • New York

LEHMAN BROTHERS INC. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED BEAR, STEARNS & CO. INC. U.S. BANCORP PIPER JAFFRAY INC. As Representatives of the several Underwriters named in Schedule 1, c/o Lehman Brothers Inc. 745 7th Avenue New York, New York 10019

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