0001193125-05-232723 Sample Contracts

CONSULTING AGREEMENT
Consulting Agreement • November 28th, 2005 • Usn Corp • Retail-jewelry stores • California

This consulting agreement (this “Agreement”) is made as of November 21, 2005, among USN Corporation, a Colorado corporation (“USN Corp”) and LGS Holdings, Inc., a California corporation (“Buyer”).

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FIRST AMENDMENT TO AMENDED AND RESTATED ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • November 28th, 2005 • Usn Corp • Retail-jewelry stores • California

This First Amendment (“Amendment”) to that certain Asset Purchase Agreement, dated as of June 17, 2005 (the “Original Agreement”), as amended and restated by that certain Amended and Restated Asset Purchase Agreement, dated as of August 2, 2005 (the “Amended Agreement,” and together with the Original Agreement, the “Agreement”) by and between USN Corporation (formerly known as Premier Concepts, Inc.), a Colorado Corporation (“USN Corp”), and LGS Holdings, Inc., a California Corporation (“Buyer”), is made and entered into as this 21st day of November, 2005. Capitalized terms used in this Amendment and not otherwise defined shall have the meanings ascribed to them in the Agreement.

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