Provell Inc Watch

from 10-K 1 page Amendment

from 10-K ~10 pages Change of Control, Confidentiality and Noncompete Agreement -Ooo

from 10-Q 17 pages Severance and Change of Control Agreement

from 10-Q 18 pages Severance and Change of Control Agreement

from 8-K 1 page Provell Board Declares $4 Per Share Valuation Inadequate

from 10-Q ~1 page This Amendment (The "Amendment"), Dated as of April 23, 2001 to That Certain Securities Purchase Agreement Dated February 26, 2001 (The “Agreement”) by and Among Damark International, Inc., a Minnesota Corporation, With Headquarters Located at 301 Carlson Parkway, Suite 201, Minneapolis, Minnesota 55305 (The "Company"), and the Investors Listed on the Signature Pages Hereto (Individually, a "Buyer" and Collectively, the "Buyers") and the Senior Convertible Notes Issued by the Company to the Buyers Pursuant to the Agreement. Whereas: A. All Terms Defined in the Agreement Are Used Herein as Therein Defined. B. Pursuant to the Agreement, the Company Issued $14.2 Million of Its 10% Senior Convertible Notes Due August 26, 2001 (The “Senior Convertible Notes”) on February 27, 2001 to the Buyers in the Respective Amounts Listed on the Schedule of Buyers to the Agreement. C. Pursuant to the Terms of the Senior Convertible Notes, the Company Capitalized the Interest Due on March 31, 2001 Pursuant the Senior Convertible Notes So That as of April 2, 2001 the Aggregate Outstanding Principal Amount of the Senior Convertible Notes Was $14,326,222. D. the Company and the Buyers Have Agreed to Amend Certain Provisions of the Senior Convertible Notes to Resolve Any Concerns That NASDAQ May Have With the Terms of the Transactions Contemplated by the Agreement. Now, Therefore, the Company and the Buyers Hereby Agree as Follows: 1. Amendment of 19.99% Limitation Provision. Section 3(a) of the Senior Convertible Notes Is Hereby Amended by Deleting the Clause (III) in the First Sentence Thereof So That the Sentence Ends With Clause (II). 2. Redemption Premium. Section 5(h) of the Senior Convertible Notes Is Hereby Amended in Its Entirety to Read as Follows

from 10-K405 1 page Material contract

from 10-K405 1 page Material contract

from 10-K405 ~20 pages Material contract

from 10-K405 ~5 pages Material contract

from 10-K405 1 page <page> Amendment No. 1 to Stock Option Agreement This Amendment No. 1 (The "Amendment"), Dated as of February 22, 2001 to That Certain Stock Option Agreement December 17, 1998 (The "Agreement"), by and Among Damark International, Inc., a Minnesota Corporation (The "Company"), and Stephen J. Hemsley, a Minnesota Resident ("Optionee"). Whereas, the Company Granted Optionee an Option to Purchase 20,000 Shares of the Company's Class a Common Stock at an Exercise Price of $5.781 Per Share; and Whereas, the Company's Board of Directors Has Approved an Amendment to the Agreement, Now, Therefore, in Consideration of These Premises and Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Company and Optionee Hereby Agree as Follows: 1. Term of Option. the First Sentence of Paragraph 3 of the Agreement Is Hereby Amended to Read as Follows in Its Entirety: "The Option Shall Expire (The "Expiration Date") on December 17, 2008 Regardless of Whether Optionee Continues His Service as a Director of the Company." 2. Binding Effect. the Agreement Shall Continue in Full Force and Effect as Amended Hereby. in Witness Whereof, the Buyers and the Company Have Caused This Securities Purchase Agreement to Be Duly Executed as of the Date First Written Above. Damark International, Inc. By: /S/ George S. Richards George S. Richards, President /S/ Stephen J. Hemsley Stephen J. Hemsley

from 10-K405 1 page <page> Amendment No. 1 to Stock Option Agreement This Amendement No. 1 (The "Amendment"), Dated as of February 22, 2001 to That Certain Stock Option Agreement May 10, 1995 (The "Agreement"), by and Among Damark International, Inc., a Minnesota Corporation (The "Company"), and Ralph Strangis, a Minnesota Resident ("Optionee"). Whereas, the Company Granted Optionee an Option to Purchase 30,000 Shares of the Company's Class a Common Stock at an Exercise Price of $6.625 Per Share; and Whereas, the Company's Board of Directors Has Approved an Amendment to the Agreement, Now, Therefore, in Consideration of These Premises and Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Company and Optionee Hereby Agree as Follows: 1. Term of Option. the First Sentence of Paragraph 3 of the Agreement Is Hereby Amended to Read as Follows in Its Entirety: "The Option Shall Expire (The "Expiration Date") on May 10, 2005 Regardless of Whether Optionee Continues His Service as a Director of the Company." 2. Binding Effect. the Agreement Shall Continue in Full Force and Effect as Amended Hereby. in Witness Whereof, the Buyers and the Company Have Caused This Securities Purchase Agreement to Be Duly Executed as of the Date First Written Above. Damark International, Inc. By: George S. Richards, President Ralph Strangis

from 10-K405 1 page <page> Amendment No. 1 to Stock Option Agreement This Amendment No. 1 (The "Amendment"), Dated as of February 22, 2001 to That Certain Stock Option Agreement June 16, 1997 (The "Agreement"), by and Among Damark International, Inc., a Minnesota Corporation (The "Company"), and Stephen J. Hemsley, a Minnesota Resident ("Optionee"). Whereas, the Company Granted Optionee an Option to Purchase 40,000 Shares of the Company's Class a Common Stock at an Exercise Price of $14.25 Per Share; and Whereas, the Company's Board of Directors Has Approved an Amendment to the Agreement, Now, Therefore, in Consideration of These Premises and Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Company and Optionee Hereby Agree as Follows: 1. Term of Option. the First Sentence of Paragraph 3 of the Agreement Is Hereby Amended to Read as Follows in Its Entirety: "The Option Shall Expire (The "Expiration Date") on June 16, 2007 Regardless of Whether Optionee Continues His Service as a Director of the Company." 2. Binding Effect. the Agreement Shall Continue in Full Force and Effect as Amended Hereby. in Witness Whereof, the Buyers and the Company Have Caused This Securities Purchase Agreement to Be Duly Executed as of the Date First Written Above. Damark International, Inc. By: /S/ George S. Richards George S. Richards, President /S/ Stephen J. Hemsley Stephen J. Hemsley

from 10-K405 1 page <page> Amendment No. 1 to Stock Option Agreement This Amendment No. 1 (The "Amendment"), Dated as of February 22, 2001 to That Certain Stock Option Agreement February 26, 1991 (The "Agreement"), by and Among Damark International, Inc., a Minnesota Corporation (The "Company"), and Ralph Strangis, a Minnesota Resident ("Optionee"). Whereas, the Company Granted Optionee an Option to Purchase 60,000 Shares of the Company's Class a Common Stock at an Exercise Price of $5.00 Per Share; and Whereas, the Company's Board of Directors Has Approved an Amendment to the Agreement, Now, Therefore, in Consideration of These Premises and Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Company and Optionee Hereby Agree as Follows: 1. Term of Option. the First Sentence of Paragraph 3 of the Agreement Is Hereby Amended to Read as Follows in Its Entirety: "The Option Shall Expire (The "Expiration Date") on May 10, 2005 Regardless of Whether Optionee Continues His Service as a Director of the Company." 2. Binding Effect. the Agreement Shall Continue in Full Force and Effect as Amended Hereby. in Witness Whereof, the Buyers and the Company Have Caused This Securities Purchase Agreement to Be Duly Executed as of the Date First Written Above. Damark International, Inc. By: /S/ George S. Richards George S. Richards, President /S/ Ralph Strangis Ralph Strangis

from 10-K405 >50 pages Material contract

from 8-K/A ~5 pages Material contract

from 8-K/A 1 page Material contract

from 8-K 1 page Material contract

from 8-K ~20 pages Material contract

from 8-K ~20 pages Material contract