0000912057-02-015504 Sample Contracts

CHANGE OF CONTROL, CONFIDENTIALITY AND NONCOMPETE AGREEMENT -oOo-
Provell Inc • April 17th, 2002 • Retail-catalog & mail-order houses • Minnesota

This Change of Control, Confidentiality and Noncompete Agreement is entered into as of March 12, 1999, between Damark International, Inc., a Minnesota corporation (including its subsidiaries, the "Company"), located in Minneapolis, Minnesota, and Michael T. Del Viscio, an individual at 7101 Winnetka Avenue North, Minneapolis, Minnesota 55428 ("Executive").

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AMENDMENT NUMBER ONE TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • April 17th, 2002 • Provell Inc • Retail-catalog & mail-order houses • New York

This AMENDMENT NUMBER ONE TO LOAN AND SECURITY AGREEMENT (the "Amendment") is entered into as of August 21, 2001, between FOOTHILL CAPITAL CORPORATION, a California corporation ("Agent"), with a place of business located at 2450 Colorado Avenue, Suite 3000 West, Santa Monica, California 90404, as Agent and as a Lender, the lenders identified on the signature pages hereof (such lenders, together with their respective successors and assigns, are referred to hereinafter each individually as a "Lender" and collectively as the "Lenders", and together with Agent, as the "Lender Group"), and PROVELL, INC. (formerly known as DAMARK INTERNATIONAL, INC.), a Minnesota corporation ("Borrower"), with its chief executive office located at 301 Carlson Parkway, Suite 201, Minnetonka, Minnesota 55305, with reference to the following:

AMENDMENT
Provell Inc • April 17th, 2002 • Retail-catalog & mail-order houses

THIS AMENDMENT made and entered into as of April 5, 2001 by and between DAMARK INTERNATIONAL, INC., a Minnesota corporation (the "Company") and KIM MAGEAU (the "Executive").

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