0000950170-97-000702 Sample Contracts

WITNESSETH:
Warrant Agreement • June 3rd, 1997 • Kids Stuff Inc • Retail-catalog & mail-order houses • New York
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VTR CAPITAL INC. 99 WALL STREET NEW YORK, NY 10005 KIDS STUFF, INC. 300,000 UNITS
Selected Dealer Agreement • June 3rd, 1997 • Kids Stuff Inc • Retail-catalog & mail-order houses

We, as the Underwriter named in the below referred to Prospectus (the "Underwriter") have agreed, subject to the terms and conditions of the Underwriting Agreement dated this date (the "Underwriting Agreement") to purchase from Kids Stuff, Inc. (the "Company"), at the price set forth on the cover of such Prospectus, 300,000 Units from the Company (being called the "Units"). The Units and certain of the terms on which they are being purchased and offered are more fully described in the enclosed Prospectus (the "Prospectus"). Additional copies of the Prospectus will be supplied to you, in reasonable quantities upon request.

KIDS STUFF, INC. 4450 BELDEN VILLAGE, N.W. SUITE 406 CANTON, OH 44718
Underwriting Agreement • June 3rd, 1997 • Kids Stuff Inc • Retail-catalog & mail-order houses • New York
Dated: , 1997
Option to Purchase • June 3rd, 1997 • Kids Stuff Inc • Retail-catalog & mail-order houses
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