0000950150-02-000554 Sample Contracts

RECITALS:
Security Agreement • June 6th, 2002 • St Cloud Capital Partners Lp • Retail-catalog & mail-order houses • California
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EXHIBIT 2 NOTE AND WARRANT PURCHASE AGREEMENT DATED APRIL 26, 2002
Note and Warrant Purchase Agreement • June 6th, 2002 • St Cloud Capital Partners Lp • Retail-catalog & mail-order houses • Delaware
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EXHIBIT 1 JOINT FILING AGREEMENT
Joint Filing Agreement • June 6th, 2002 • St Cloud Capital Partners Lp • Retail-catalog & mail-order houses

The undersigned hereby agree to jointly file a statement on Schedule 13D, together with any amendments thereto (collectively, the "Schedule 13Ds"), with the Securities and Exchange Commission pursuant to the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Joint Filing Agreement may be signed in counterpart copies.

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RECITALS
Investors' Rights Agreement • June 6th, 2002 • St Cloud Capital Partners Lp • Retail-catalog & mail-order houses • California
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