Supplement No. 2 to Stock Purchase Agreement among Fingerhut Direct Marketing, Inc. and Supplemental Purchasers

Exhibit 4.4

SUPPLEMENT NO. 2 TO STOCK PURCHASE AGREEMENT

AMONG

FINGERHUT DIRECT MARKETING, INC.

AND

THE SUPPLEMENTAL PURCHASERS NAMED ON
THE SUPPLEMENTAL SCHEDULE I HERETO

Dated as of November 1, 2004

SUPPLEMENT NO.2 TO STOCK PURCHASE AGREEMENT

          This SUPPLEMENT NO.2 TO STOCK PURCHASE AGREEMENT (this “Supplement”) is made and entered into this 1st day of November, 2004 (the “Purchase Date”)by and among Fingerhut Direct Marketing, Inc., a Delaware corporation (the “Company”), Bain Capital Venture Fund, L.P., a Delaware limited partnership (“Bain Capital”), certain entities related to Bain Capital listed on Supplemental Schedule I attached hereto, Battery Ventures VI, L.P., a Delaware limited partnership (“Battery Ventures”), certain Affiliates of Battery Ventures listed on Supplemental Schedule I, Petters Company, Inc., a Minnesota corporation (“PCI”), CIGPF I. Corp. (the “WarrantInvestor” or the “Additional Purchaser” in its capacity as a holder of a Warrant or as a purchaser hereunder, and not its capacity as a lender) and the other purchasers listed on the Supplemental Schedule I (each such purchaser is referred to herein as a “Supplemental Purchaser,” and such purchasers collectively are referred to herein as the “Supplemental Purchasers”).

          This Supplement supplements and amends that certain Stock Purchase Agreement dated as of February 24, 2004 as supplemented and amended by Supplement No. 1 thereto dated as of October 27, 2004, (the “Purchase Agreement”) by and among the persons and entities named on Schedule I thereto (the “Existing Purchasers”), which Existing Purchasers include, but are not limited to, the Supplemental Purchasers other than the Additional Purchaser. The Existing Purchasers and the Supplemental Purchasers are collectively referred to as the “Purchasers.” Terms not defined in this Supplement have the meaning given them in the Purchase Agreement.

WITNESSETH

          WHEREAS, the Company previously sold and issued an aggregate of 597,469,749 shares of Series A Preferred Stock pursuant to the Purchase Agreement;

          WHEREAS, the Company desires to sell and issue to the Supplemental Purchasers listed on Supplemental Schedule I attached hereto 126,058,415 shares of Series A Convertible Preferred Stock;

          WHEREAS, the Company desires to supplement and amend the Purchase Agreement to, among other things, reflect the aggregate number of shares of Series A Preferred Stock it desires to sell and issue; and

          WHEREAS, Section 11.1 of the Purchase Agreement provides that the Purchase Agreement may be amended by a written instrument signed by the Company and holders of 75% of the shares of Series A Preferred Stock then outstanding;

          WHEREAS, the Supplemental Purchasers hold more than 75% of the shares of Series A Preferred Stock currently outstanding;

          NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants herein contained, the parties hereto hereby agree as follows:

     1. Authorization of Additional Securities. The Company has authorized the issuance and sale to the Supplemental Purchasers of up to an additional 126,058,415 shares of its Series A Convertible Preferred Stock, par value $.00001 per share (the “Series A Preferred Stock”), which are convertible into shares of the Company’s common stock, par value $.00001 per share (the “Common Stock”). For purposes of their Supplement, the term “Securities” shall include the shares of Series A Preferred Stock sold hereunder, as well as the shares of Common Stock into which such Series A Preferred Stock is convertible (the “Conversion Shares”).

     2. Sale and Purchase; Supplemental Closing.

          2.1. Purchase and Sale. Upon the terms and subject to the conditions herein contained, the Company agrees to sell to the Supplemental Purchasers, and each Supplemental Purchaser agrees, severally and not jointly, to purchase from the Company, at the Supplemental Closing (as defined below), the number of shares of Series A Preferred Stock set forth in the column “Shares Purchased” opposite such Supplemental Purchaser’s name on Supplemental Schedule I, for a purchase price per share of $0.10511 (the “Purchase Price”), payable in cash.

          2.2. Supplemental Closing; Payment of Purchase Price. The supplemental closing (the “Supplemental Closing”) with respect to the transaction contemplated in Section 2.1 hereof shall take place at the offices of the Company at 10:00 a.m. on November 1, 2004, or at such other time and place as the Company and Supplemental Purchasers may agree (the “Supplemental Closing Date”). At the Supplemental Closing, the Company shall deliver to each Supplemental Purchaser a certificate representing. the Series A Preferred Stock which such Supplemental Purchaser is purchasing at the Supplemental Closing, registered in the name of such Supplemental Purchaser, against delivery to the Company by such Supplemental Purchaser of a wire transfer in the amount of the Purchase Price therefor.

     3. Other Transactional Documents.

          3.1. Investor Rights Agreement. With respect to that certain Investor Rights Agreement dated as of February 24, 2004 among the Company, the Supplemental Purchasers and the other parties identified therein (the “Investor Rights Agreement”), the parties hereto acknowledge and agree that:

          (a) The Series A Preferred Stock issued and sold hereunder shall be deemed to be “Series A Preferred Stock,” and the Conversion Shares shall also be “Registrable Securities,” each with the meaning of the Investor Rights Agreement.

          (b) The New Warrants (as defined below) each shall be deemed a

“Warrant” for purposes of the Investor Rights Agreement.

          (c) Upon consummation of the repurchase of all of Deikel’s shares of Series A Convertible Preferred Stock pursuant to the Repurchase Agreement (as defined below), Deikel shall no longer have any rights or obligations under the Investor Rights Agreement.

          3.2. Stockholders Agreement. With respect to that certain Stockholders Agreement dated as of February 24, 2004 among the Company, the Supplemental Purchasers and the other parties identified therein (the “Stockholders Agreement”), the Supplemental Purchasers, including the Warrant Investor, holding more than 75% of the currently outstanding shares of Series A Preferred Stock, hereby:

          (a) Designate the Securities as Excluded Securities within the meaning of Section 3.6 of the Stockholders Agreement pursuant to Section 3.6(g) thereof, and agree and acknowledge that, as a result, the Investors’ Purchase Rights (as defined in Section 3.1 of the Stockholders Agreement) shall not apply to the issuance of the Securities, and the parties hereto acknowledge and agree that the Series A Preferred Stock issued and sold hereunder shall also be “Series A Preferred Stock,” and the Securities shall also be “Shares,” each with the meaning of the Stockholders Agreement.

          (b) Acknowledge and agree that with respect to 17,672,414 shares of Common Stock of the Company currently held by FAC Acquisition, LLC, such shares of Common Stock may be transferred to Theodore Deikel (“Deikel”) and then by him to Nicole Needham-Faidi, a step-daughter of Deikel, each as a Permitted Transferee within the meaning of the Stockholder Agreement (subject to her agreement in writing to be bound by the Stockholders Agreement).

          (c) Consent to the consummation of the transactions contemplated by the Repurchase Agreement dated as of October 25, 2004 between the Company and Deikel (the “Repurchase Agreement”).

          (d) Upon consummation of the repurchase of all of Deikel’s shares of Series A Convertible Preferred Stock pursuant to the Repurchase Agreement, Deikel shall no longer have any rights or obligations under the Stockholder Agreement, and shall no longer be deemed a party thereto.

          (e) Consent to the issuance of a warrant to the Warrant Investor in accordance with the terms of a Letter Agreement dated as of October 27, 2004 among the Company, the Warrant Investor and certain of the Supplemental Investors and to the issuance of a Common Stock Purchase Warrant to Epsilon Global Equities Limited for 203,052 shares of Common Stock (the “New Warrants”), and agree and acknowledge that the Investors’ Purchase Rights (as defined in Section 3.1 of the Stockholders Agreement) shall not apply to the issuance of the New Warrants or the Common Stock issuable upon exercise thereof. The parties hereto further consent and agree to the issuance of the New Warrants.

          3.3. Representations and Warranties of the Supplemental Purchasers Register of Securities; Restrictions on Transfer. Each Supplemental Purchaser, severally as to itself and not jointly, represents and warrants to the Company as of the Supplemental Closing that the representations and warranties in Section 4 of the. Purchase Agreement are true and correct in respect of such Purchaser as of the date hereof.

     4. Representations and Warranties by the Company. The Company represents and warrants to each Supplemental Purchaser as of the Supplemental Closing that the representations and warranties of the Company in Section 4 of the Purchase Agreement, as supplemented and amended by this Section 4 of this Supplement, are true and correct as of the date hereof, except as set forth on the Disclosure Schedules attached to the Purchase. Agreement and the Supplemental Disclosure Schedule attached hereto. To the extent that the following Sections of this Section 4 of this Supplement expressly provide that certain matters, facts or circumstances need not be disclosed in the Supplemental Disclosure Schedule, the existence of such matters, facts or circumstances which do not need to be disclosed shall not be deemed to be a breach of any of the representations and warranties in Section 4 of the Purchase Agreement, as supplemented and amended hereby. Solely for purposes of the Supplemental Closing, the representations and warranties of the Company in Section 4 of the Purchase Agreement are supplemented and amended by this Supplement as follows:

          4.1. Material Contracts. With reference to Section 5.9 of the Purchase Agreement, the Supplemental Disclosure Schedule need not identify any Material Contracts which have been entered into by the Company or a Subsidiary since February 24, 2004, (i) which have been approved by the Board of Directors, or (ii) which, by their terms involve, or would reasonably be expected to involve, aggregate payments by or to the Company or any Subsidiary of less than $1,000,000 (a Material Contract that meets the requirements of such clauses (i) and (ii), a “Substantial Contract”).

          4.2. Absence of Certain Changes; Financial Statements. With reference to Section 5.13 of the Purchase Agreement, the “Balance Sheet Date” shall be August 31, 2004 and the “Financial Statements” shall refer to the Company’s financial statements as of such date. With reference to Section 5.13(b)(3), the Supplemental Disclosure Schedule need identify only Substantial Contracts entered into by the Company since February 24, 2004. With reference to Section 5.13(b)(4), the Supplemental Disclosure Schedule need not identify any matter, fact or circumstance referenced in Section 5.13(b)(4) that has been approved by the Board of Directors.

          4.3. No Undisclosed Material Liabilities. With reference to Section 5.14(c) of the Purchase Agreement, the Supplemental Disclosure Schedule need not identify any liability referenced in Section 5.14(c)(i) which has been approved by the Board of Directors, or (ii) which involves, or would reasonably be expected to involve, aggregate payments by the Company or any Subsidiary of less than $1,000,000.

          4.4. Absence of Changes. With reference to Section 5.26 of the Purchase Agreement, the date referenced in the introductory sentence shall be changed from October 31, 2003 to August 31, 2004. With reference to Section 5.26(1), effects resulting from a delay in consummating the transactions contemplated hereby shall not be deemed a “Material Adverse

Effect” and the Supplemental Disclosure Schedule need not identify any such effect. Further, the representations and warranties made in Section 5.26(2) to (10) are made only to the knowledge of the Chief Executive Officer and General Counsel, and the Supplemental Disclosure Schedule need not identify any matter, fact or circumstance otherwise referenced therein which is not known to them.

          4.5. Late Payments. With reference to Sections 5.8, 5.9, 5,13 and 5.26 of the Purchase Agreement, to the extent that the failure to pay amounts owing to third parties when due (a “Late Payment”) would otherwise constitute a breach of the representations or warranties made therein, the Supplemental Disclosure Schedule need disclose such Late Payments only to the extent (i) such Late Payments are owed to any senior financial institution lender by the Company, (ii) are in excess of $1,000,000 owed to any one party, or (iii) are in the aggregate in excess of $2,000,0000 (in which case the Supplemental Disclosure Schedule need identify only the aggregate amount thereof).

     5. Conditions of Parties’ Obligations.

          5.1. Conditions of the Supplemental Purchasers’ Obligations. The obligations of each of the Supplemental Purchasers under this Supplement are subject to the fulfillment prior to or on the Supplemental Closing Date of all of the following conditions, any of which may be waived in whole or in part by such Supplemental Purchaser.

          (a) Representations and Warranties. The representations and warranties of the Company contained in this Agreement shall be true and correct in all respects on and as of the Supplemental Closing Date with the same effect as though such representations and warranties had been made on and as of the Supplemental Closing Date.

          (b) Performance. The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with it on or before the Supplemental Closing.

          (c) Qualification Under State Securities Laws. All registrations, qualifications, permits and approvals, if any, required under applicable state securities laws shall have been obtained for the lawful execution, delivery and performance of this Agreement , including without limitation the offer and sale of the Securities.

          (d) Consents and Waivers The Company shall have obtained all consents or waivers necessary to execute and perform its obligations under this Agreement, to issue the Series A Preferred Stock and the Conversion Shares, and to carry out the transactions contemplated hereby. All corporate and other action and governmental filings necessary to effectuate the terms of the Amended Charter, this Agreement, the Series A Preferred Stock and the Conversion Shares, and other agreements and instruments executed and delivered by the Company in connection herewith shall have been made or taken.

          (e) Satisfaction of Obligations. Each of the other Supplemental Purchasers shall have simultaneously complied with their obligations under Section 2 hereof.

          (f) Supporting Documents. The Purchasers at the Supplemental Closing shall have received the following:

     (1) an opinion or opinions from counsel to the Company dated as of the Supplemental Closing Date;

     (2) Copies of resolutions of the Board of Directors of the Company, certified by the Secretary of the Company, authorizing and approving the filing of the Amended Charter, the execution, delivery and performance of this Agreement and all other documents and instruments to be delivered pursuant hereto and thereto;

     (3) Copies of resolutions of the stockholders of the Company, certified by the Secretary of the Company, authorizing and approving the filing of the Amended Charter and the transactions contemplated hereby; and

     (4) A certificate of incumbency executed by the Secretary of the Company (A) certifying the names, titles and signatures of the officers authorized to execute the documents referred to in subparagraphs (2) and (3) above and (B) further certifying that the Amended Charter at the time of the execution of this Agreement has been validly adopted and has not been amended or modified.

          (g) Purchaser Expenses. The Company shall have paid the expenses of Bain Capital and Battery Ventures, and the fees, expenses and disbursements of Ropes & Gray LLP, as counsel to Bain Capital and Battery Ventures, incurred in connection with the transactions contemplated hereby up to a maximum of $ ________.

          (h) Compliance Certificates. The Company shall have delivered to the Supplemental Purchasers a Compliance Certificate, executed by the President of the Company, dated as of the Supplemental Closing Date to the effect that the conditions specified in subsections (a) through (e) and (h) of this Section 5.1 have been satisfied

          (i) Material Adverse Change., Market Conditions. (i) The Company shall not have suffered any Material Adverse Effect with respect to its business, financial condition, results of operations, assets, liabilities or prospects (excluding any Material Adverse Effect that does not need to be disclosed in the Supplemental Disclosure Schedule); and (ii) there shall have been no material adverse change in general market conditions as determined in the reasonable discretion of Bain Capital and Battery Ventures.

          (j) Repurchase Agreement. The Supplemental Purchasers shall have determined to their satisfaction that the repurchase of shares of Series A Preferred Stock from Deikel, and the resignation of Deikel as an officer and director of the Company, as

contemplated by the Repurchase Agreement shall be consummated as of or immediately after consummation of the transactions contemplated by this Agreement.

          (k) Purchaser. In the case of each Supplemental Purchaser, each other Supplemental Purchaser shall have delivered to the Company by wire transfer its respective Purchase Price pursuant to Section 2.2 hereunder (it being understood that if any Supplemental Purchaser does not so deliver its respective Purchase Price in anticipation of the Supplemental Closing, then each Supplemental Purchaser that has delivered its Purchase Price shall be entitled to an immediate return of such Purchase Price by wire transfer from the Company).

          5.2. Conditions of the Company’s Obligations. The obligations of the Company under Section 2 hereof are subject to the fulfillment prior to or on the Supplemental Closing Date of all of the following conditions, any of which may be waived in whole or in part by the Company.

          (a) Covenants; Representations and Warranties. (i) Each of the Supplemental Purchasers at the Supplemental Closing Date shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Supplemental Closing Date and (ii) the representations and warranties of each of the Supplemental Purchasers at the Supplemental Closing Date contained in this Agreement shall be true and correct in all material respects at and as of the Supplemental Closing Date as if made at and as of the Supplemental Closing Date (except to the extent expressly made as of an earlier date, in which case as of such earlier date).

          5.3. Conditions of Each Party’s Obligations. The respective obligations of each party to consummate the transactions contemplated hereunder are subject to the parties being reasonably satisfied as to the absence of (a) litigation challenging or seeking damages in connection with the transactions contemplated by this Supplement and (b) any statute, rule, regulation, injunction, order or decree, enacted, enforced, promulgated, entered, issued or deemed applicable to this Agreement or the transactions contemplated hereby (or in the case of any statute, rule or regulation, awaiting signature or reasonably expected to become law), by any court, government or governmental authority or agency or legislative body, domestic, foreign or supranational, that would, or would reasonably be expected to, prohibit or enjoin the transactions contemplated by this Supplement.

6. Miscellaneous. Except as supplemented and amended hereby, the Purchase Agreement shall continue in full force and effect.

     IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be duly executed as of the day and year first above written.

SUPPLEMENTAL SCHEDULE I

Supplemental Purchaser		Shares Purchased				Purchase Pr ice
Bain Capital Venture Fund, L.P.			13,825,405				$1,453,188..32
BCIP Associates III, LLC			2,463,123				$258,898..86
BCIP Associates III-B, LLC			171,752				$18,052.85
RGIP, LLC			166,265				$17,476..11
Brookside Capital Partners			16,626,544				$1,747,616..04
Fund, L.P.
Battery Ventures VI, L.P.			31,922,965				$3,355,42285
Battery Investment Partners VI,			1,330,124				$139,809.33
LLC
Petters Company, Inc.			56,274,458				$5,915,008..28
Brian Smith			613,903				64,52734
CIGPF I Corp.			2,663,876				$280,000..00
TOTAL			126,058,415				$13,249,999.98

     

Schedule 5.21¹

Mark has been abandoned.

Mark has been renewed.

Mark has been reserved.

6-mth. grace period filed.

Trademark / Servicemark

Serial No./

Reg. No./

Rolling

Current

Action Pending/

Notification

Name

Goods / Services

Filing Date

Reg. Date

History

Status

Date Due

Date

FEEL THE POWER

Class: 35,42, 100, 101, 102

74/522942

2146923

3/1/04 — Abandonded.

Abandoned

3/31/04, Affidavit of Use

4/29/1994

3/31/1998

COUNTRY BEAR

Class: 7, 8, 9, 14, 20, 21

74/24728l

1847171

7/1/05 Filed 6-mth. [ILLEGIBLE]

Registered

7/26/04, Next Renewal

1/1/05

2/14/1992

7/26/1994

INSTANT FIT

Class: 24,42,50

74/679114

2084514

7/28/04 Filed 6-mth.

Abandoned

7/29/03, Affidavit of Use

7/29/1997

Ext. Final-DOU due 1/29/04. 1/16/04 — Abandoned.

ACCOLADE

Audio amplifiers, microphones (Class 9)

75/225,624

2,186,721

8/23/04, Notified

Abandoned

9/1/04, Affidavit of Use

Electric guitars, acoustical guitars, guitar bags, guitar cases, keyboards, keyboard stands, keyboard benches, keyboard carrying cases, guitar tuners, drum sets, music stands, violins, wind instruments (Class 15)

8/15/1997

9/1/1998

M&G to cancel.

9/1/08, Next Renewal

FASHION ELEMENTS

Class: 25

75/121616

2192586

8/30/04, Notified

Abandoned

9/29/04, Affidavit of Use

8/18/2004

6/14/1996

9/29/1998

M&G to cancel.

9/29/08, Next Renewal

FINGERHUT

Class: 35; Mexico

502337 10/17/1994

10/12/04, Notified M&G to reserve.

Registered

10/17/04, Next Renewal

9/6/2004

10/17/1994

FINGERHUT

Class: 7,9,12,14,16

72/465973

999881

Registered

12/17/04, Next Renewal

11/5/2004

8/20/1973

12/17/1974

USA DIRECT

Class: 38

73/405158

1284622

7/1/04 — Filed 6-mth.

Registered

1/3/05, Late Renewal Date

1/1/2005

12/8/1982

7/3/1984

grace period (1/05)

ACCOLADE AND DESIGN

Class: 9, 15

75/341841

2232979

9/20/04, Notified

Abandoned

3/16/05, Affidavit of Use

2/2/2005

8/15/1997

3/16/1999

M&G to cancel.

3/16/09, Next Renewal

MIRACLE FIT

Class: 20, 24

75/152771

2247997

Registered

5/25/05, Affidavit of Use

4/13/2005

8/19/1996

5/25/1999

5/25/09, Next Renewal

Mark has been abandoned.

Mark has been renewed.

Mark has been reserved.

6-mth grace period field

Trademark / Servicemark

Serial No./

Reg. No./

Rolling

Current

Action Pending/

Name

Goods / Services

Filing Date

Reg. Date

History

Status

Date Due

Notification Date

COLOR FOCUS

Class: 24

74/709674

2253887

Registered

6/15/05, Affidavit of Use

5/4/2005

7/31/1995

6/15/1999

6/15/09, Next Renewal

BACKYARD LIVING

Class: 35

75/406940

2274991

Registered

8/31/05, Affidavit of Use

7/20/2005

12/17/1997

8/31/1999

8/31/09, Next Renewal

SPORTS CENTRAL

Class: 35

75/457034

2279009

10/5/04, Notified

Abandoned

9/21/05, Affidavit of Use

8/10/2005

3/25/1998

9/21/1999

M&G to cancel.

9/21/09, Next-Renewal

QUALITY ASSURED & DESIGN

Class: 42

74/414587

1931994

Registered

10/31/05, Next Renewal

9/19/2005

7/16/1993

10/31/1995

SUPER CHEF

Class: 11

74/376304

1933548

Registered

11/7/05, Next Renewal

9/26/2005

4/5/1993

11/7/1995

LIFE MAX

Class: 9, 10

75/978794

2312598

Registered

1/25/06, Affidavit of Use

12/14/2005

6/17/1999

1/25/2000

1/25/2010, Next Renewal

THE ACCENTS ON

Class: 35

75/541585

2315853

Registered

2/8/06, Affidavit of Use

12/26/2005

OUTERWEAR

8/24/1998

2/8/2000

2/8/2010, Next Renewal

TAKE TIME FOR KIDS

Class: 35

75/651672

2329075

Registered

3/14/06, Affidavit of Use

1/31/2006

3/2/1999

3/14/2000

3/14/2010, Next Renewal

INSTANT FIT

Class: 20

75/251786

2333507

Registered

3/21/06, Affidavit of Use

2/7/2006

3/4/1997

3/21/2000

3/21/2010, Next Renewal

BULL’S HEAD & CHEF’S

Class: 8

73/565985

1393812

Registered

5/20/06, Next Renewal

4/7/2006

HAT LOGO

10/31/1985

5/20/1986

FASHION JEWELRY BAZAAR

Class: 35

75/499505

2352633

Registered

5/23/06, Affidavit of Use

4/10/2006

6/10/1998

5/23/2000

5/23/2010, Next Renewal

THE COOK’S BOOK

Class: 35

75/529059

2363151

Registered

6/27/06, Affidavit of Use

5/16/2006

7/28/1998

6/27/2000

6/27/2010, Next Renewal

THE COOK’S BOOK

Class: 35

75/526973

2363143

Registered

6/27/06, Affidavit of Use

5/16/2006

(STYLIZED)

7/28/1998

6/27/2000

6/27/2010, Next Renewal

CORNER SHOP

Class: 42

73/571696

1401719

Registered

7/15/06, Next Renewal

6/2/2006

12/5/1985

7/15/1986

GOLD KEY

Class: 35

75/719834

2368354

Registered

7/18/06, Affidavit of Use

6/6/2006

6/3/1999

7/18/2000

7/18/2010, Next Renewal

Mark has been abandoned.

Mark has been renewed.

Mark has been reserved.

6-mth grace period field

Trademark / Servicemark

Serial No./

Reg. No./

Rolling

Current

Action Pending/

Name

Goods / Services

Filing Date

Reg. Date

History

Status

Date Due

Notification Date

HOLIDAY BIG BOOK

Class: 35

75/498298

2386204

Registered

9/12/06, Affidavit of Use

8/1/2006

6/8/1998

9/12/2000

9/12/2010, Next Renewal

DIGITAL ZONE

Class: 35

75/638137

2398630

Abandonded

10/24/06, Affidavit of Use

9/12/2006

2/10/1999

10/24/2000

LIFE MAX

Class: 11, 25

75/979831

2411462

Registered

12/5/06, Affidavit of Use

10/24/2006

8/15/1997

12/5/2000

12/05/2010. Next Renewal

TREASURE CREEK

Class: 35

75/731771

2435895

Registered

3/13/07, Affidavit of Use

1/30/2007

6/18/1999

3/13/2001

3/13/2011, Next Renewal

AL AND DESIGN

Class: 35

76/040531

2453125

Registered

5/22/07, Affidavit of Use

4/10/2007

5/4/2000

5/22/2001

5/22/2011, Next Renewal

SPRING BIG BOOK

Class: 35

75/659741

2476310

Registered

8/7/07, Affidavit of Use

6/19/2007

3/12/1999

8/7/2001

8/7/2011, Next Renewal

CHEF’S MARK

Class: 7, 11

75/980599

2489361

Registered

9/11/07, Affidavit of Use

7/24/2007

8/15/1997

9/11/2001

9/11/2011, Next Renewal

LIFE MAX

Class: 28

74/709163

2099973

Registered

9/23/07, Next Renewal

8/13/2007

7/31/1995

9/23/1997

CHEF’S MARK PREFERRED

Class: 7, 11

75/980739

2497159

Registered

10/9/07. Affidavit of Use

8/28/2007

QUALITY & DESIGN

8/15/1997

10/9/2001

10/9/2011, Next Renewal

SUITE LUXURIES

Class: 35

75/668055

2496775

Registered

10/9/07, Affidavit of Use

8/28/2007

3/25/1999

10/9/2001

10/9/2011, Next Renewal

FINGERHUT HOME

Class: 35

76/010637

2523477

Registered

12/25/07, Affidavit of Use

11/13/2007

3/27/2000

12/25/2001

12/25/2011, Next Renewal

ST. CROIX COLORS AND

Class: 7, 9, 11, 21, 24

75/981028

2530650

Registered

1/15/08, Affidavit of Use

12/4/2007

DESIGN

8/15/1997

1/15/2002

1/15/2012, Next Renewal

ST. CROIX COLORS AND

Class: 20

75/341622

2552910

Registered

3/26/08. Affidavit of Use

2/13/2008

DESIGN

8/15/1997

3/26/2002

3/26/2012, Next Renewal

ST. CROIX COLORS

Class: 7, 11, 21, 24, 27

75/981566

2579749

Registered

6/11/08, Affidavit of Use

4/30/2008

8/15/1997

6/11/2002

6/11/2012, Next Renewal

SENSOMA

Class: 20, 24

75/397546

2601356

Registered

7/30/08, Affidavit of Use

6/18/2008

12/1/2007

7/30/2002

7/30/2012, Next Renewal

Mark has been abandoned.

Mark has been renewed.

Mark has been reserved.

6-mth grace period field

Trademark / Servicemark

Serial No./

Reg. No./

Rolling

Current

Action Pending/

Name

Goods / Services

Filing Date

Reg. Date

History

Status

Date Due

Notification Date

CAREFREE LIVING

Class: 35

73/701228

1505333

Registered

9/20/08, Next Renewal

8/8/2008

12/14/1997

9/20/1988

CHEF’S MARK

Class: 8, 21, 24

75/341842

2645988

Registered

11/5/08, Affidavit of Use

9/24/2008

8/15/1997

11/5/2002

11/05/2012, Next Renewal

FALL BIG BOOK

Class: 35

76/239983

2655853

Registered

12/3/08, Affidavit of Use

10/22/2008

4/12/2001

12/3/2002

12/3/2012, Next Renewal

CHEF’S MARK PREFERRED

Class: 8, 21, 24

75/341494

2659758

Registered

12/10/08, Affidavit of Use

10/29/2008

QUALITY & DESIGN

8/15/1997

12/10/2002

12/10/2012, Next Renewal

ST. CROIX COLORS

Class: 20

75/341826

2681467

Registered

1/28/09, Affidavit of Use

12/17/2008

8/15/1997

1/28/2003

1/28/2013, Next Renewal

COUNTRY BEAR

Class: 7, 11, 24

76/172068

2782394

Registered

11/11/09, Affidavit of Use

9/30/2009

11/28/2000

11/11/2003

11/11/2013, Next Renewal

GOOD DEALS, GREAT BUYS

Class: 35

75/699395

2503225

Registered

10/30/2011, Next Renewal

9/19/2011

5/7/1999

10/30/2001

ROOMS FOR LIVING

Class: 42

74/138822

1693689

Registered

6/9/2012, Next Renewal

4/27/2012

2/13/1991

6/9/1992

GATE ONE LUGGAGE (AND

Class: 18

74/147438

1722969

Registered

10/6/2012, Next Renewal

8/24/2012

DESIGN)

3/13/1991

10/6/1992

GATE ONE (AND DESIGN)

Class: 18

74/147437

1724645

Registered

10/13/2012, Next Renewal

8/31/2012

3/13/1991

10/13/1992

FINGERHUT

Class: 35

72/428394

973080

Registered

11/13/2013, Next Renewal

10/2/2013

6/26/1972

11/13/1973

HOME DEALS

Class: 35

75/838,383

N/A

Pending — Filed 4th

Registered

1/9/05, Next Renewal

11/2/1999

Ext. on 8/6/04

Schedule 5.22¹

i’DM Agreements with Related Parties

		COMPANY
		FDM, FFI or
TITLE		FAC		NOTES / KEYWORDS
uBid.com		FFI		Letter of Intent dated 7/2/04
Fulfillment Services Agreement		FDM		Between FDM & Petters Group Worldwide, LLC; Schwans Project — Agreement in Final Stages — waiting for signature

Schedule 5.17¹

None.

Schedule 5.9¹

None.

Schedule 5.13¹

5.13(b)(3) See List of Material Contracts entered after February 2004 listed in Schedule 5.9.

Schedule 5.19¹

Pursuant to February 10, 2004 Engagement as Financial Advisor, upon the closing of this financing, Piper Jaffray is owed a one time fee of $250,000.

Schedule 5.1(a)

Capitalization Table after giving effect to the Amended and Restated Certificate of Incorporation and Closing.

Schedule 5.10’

Schedule 5.10 of the February 24, 2004 Stock Purchase Agreement is supplemented by including the rights granted to investors under the related documents to the February 24, 2004 Stock Purchase Agreement, including:

•

Investor Rights Agreement by and among FDM, Bain, Battery, PCI, FAC, psilon, CIGPF, Piper Jaffray and Cherry Tree, dated February 24, 2004;

•

Stockholders Agreement by FDM, PCI, FAC, RTB Holdings, Bain, Battery, Epsilon, CIGPF, Piper Jaffray, Cherry Tree and Deikel, dated February 24, 2004;

•

Management Rights Letter among FDM, Battery and Bain, dated February 24, 2004;

•

CIGPF Warrant to Subscribe for and Purchase Common Stock of FDM, dated February 24, 2004;

•

Second Amendment to Stafford Loan Agreement, dated February 24, 2004; Epsilon Warrant to Subscribe for and Purchase Common Stock of FDM, dated February 24, 2004;

•

Fingerhut Direct Marketing, Inc. 2003 Equity Incentive Plan ;

•

Letter Agreement with Piper Jaffray, dated February 10, 2004;

•

Letter Agreement with Cherry Tree, dated February 10, 2004;

•

Piper Jaffray Warrant to Subscribe for and Purchase Common Stock of FDIVI, dated February 18, 2004;

•

Cherry Tree Warrant to Subscribe for and Purchase Common Stock of FDM, dated February 18, 2004;

•

Financing Agreement with CIT Group/ Business Credit, Inc. dated April 9, 2003

Subordinated Loan Agreement among Stafford Towne, Ltd, Various Lenders and

herein required occurring from February 24, 2004 to the present..

Schedule 5.14¹

See Schedule 5.9

Schedule 5.15¹

Litigation:

1)

The Company has received notice of a claim for a house fire caused by a fan that was allegedly purchased from Fingerhut. No formal litigation has been initiated. Claimant has not provided details as to the extent (dollar amount) of the claimed damage. The claim has been turned over to our general liability insurance carrier for investigation. To date, claimant has not provided any proof of purchase or any information regarding the date of the purchase of the fan. Fingerhut Direct Marketing, Inc. does not have any record of any sale to the claimant or any purchase to the claimant’s address. Claimant does not show up in Fingerhut Direct Marketing, Inc.’s records as a customer.

2)

The Company is aware of potential litigation that may be brought in the future by Megan Kavanaugh in connection with the termination of her employment.

Schedule 5.26¹

5.26(7) In October 2004, the Company incurred and paid a Minnesota State tax debt in the amount of $150,000 that was not anticipated or included in the budget

Schedule 5.5¹

Consent is required for the redemption of stock by:

1)

CIT Group Business Credit, Inc. in accordance with Section 7.9 (f) of the Financing Agreement dated April 9, 2003. The Company has obtained CIT GroupBusiness Credit, Inc.’s written consent;

2)

Stafford Towne, Ltd (Epsilon) in accordance with Section 5.10(f) of the Subordinated Loan Agreement dated April 9, 2003. The Company has obtained Epsilon’s written consent.

Consent is also required for the conveyance of any interest in Company for the following:

1)

Building One Lease for property located at 11 McLeland Road, St. Cloud, MN dated November 26, 2003 by and between Fingerhut Direct Marketing, Inc. and FAC Acquisition, LLC. The Company has obtained Landlord’s (FAC Acquisition, LLC) written consent.

2)

Office Lease for property located at 4400 Baker Road, Minnetonka, MN dated May 1, 2003 by and between Fingerhut Direct Marketing, Inc. and FAC Acquisition, LLC. The Company has obtained Landlord’s (FAC Acquisition, LLC) written consent.

3)

Building Lease for property located at 6250 Ridgewood Road, St. Cloud, MN dated November 26, 2003 by and between Fingerhut Direct Marketing, Inc. and FAC Acquisitions, LLC. The Company has obtained Landlord’s (FAC Acquisition, LLC) written consent.

Schedule 5.8

The Company is past due on various inventory and expense payables. The aggregate amount of past due amounts as of October 29, 2004, was $865,860.95. The Company intends to satisfy its obligations following closing of this Agreement and other related transactions.

Schedule 5.4¹

Subsidiaries to the Company:

FDM AR-1, Inc. was dissolved on March 23, 2004

Fingerhut Fulfillment, Inc. remains as the only subsidiary to the Company.

		Current																				Series A First Closing																												Pro Forma Series A Second Closing & Redemption
Fingerhut Direct Marketing, Inc.										Fully																Add'				Additional								Fully																Add'I				Additional								Fully
Cap Table 10-27-04		Series A				Fully Diluted				Diluted Series A								Outstanding				Addtl Equity				Equity				Series A				Fully Diluted				Diluted				Pfd				Outstanding				Addtl Equity				Equity				Series A				Fully Diluted				Diluted				Pfd				Outstanding
Series A		Investment				Shares				%				%				%				Investment				%				Shares				Shares				%				%				%				Investment				%				Shares				Shares				%				%				%
Series A ITwo Closinos)
Bain/Battery Investors		$	32,500,000				309,200,109				39.0	%			51.8	%			462	%		$	2,587,065				51.7	%			24,612,926				333,813,035				39.7	%			51.8	%			46.6	%		$	6,990,464				52.8	%			66,506,178				400,319,213				42.4	%			53.6	%			48.9	%
Petters		$	27,500,000				261,630,861				33.0	%			43.8	%			39.1	%		$	2,189,055				43.8	%			20,826,322				282,457,183				33.6	%			43.8	%			39.4	%		$	5,915,008				44.6	%			56,274,458				338,731,641				35.9	%			45.3	%			41.4	%
Smith		$	300,000				2,854,155				0.4	%			0.5	%			0.4	%		$	23,881				0.5	%			227,196				3,081,351				0.4	%			0.5	%			0.4	%		$	64,527				0.5	%			613,903				3,695,254				0.4	%			0.5	%			0.5	%
Deikel		$	2,500,000				23,784,624				3.0	%			4.0	%			3.6	%		$					0.0	%							23,784,624				2.8	%			3.7	%			3.3	%		$					0.0	%							—				0.0	%			0.0	%			0.0	%
Subtotal		$	62,800,000				597,469,749				75.4	%			100.0	%			89.3	%		$	4,800,000				96.0	%			45,666,444				643,136,193				76.6	%			99.7	%			89.7	%		$	12,970,000				97.9	%			123,394,539				742,746,108				78.7	%			99.4	%			90.7	%
Citigroup (1)		$									0.0	%			0.0	%			0.0	%		$	200,000				4.0	%			1,902,769				1,902,769				02	%			0.3	%			0.3	%		$	280,000				2.1	%			2,663,876				4,566,645				0.5	%			0.6	%			0.6	%
Series A Subtotal		$	62,800,000				597,469,749				75.4	%			100.0	%			89.3	%		$	5,000,000				100.0	%			47,569,213				645,038,962				76.8	%			100.0	%			90.0	%		$	13,250,000				100.0	%			126,058,415				747,312,753				79.2	%			100.0	%			91.2	%
Common Shares
Petters							32,758,621				4.1	%							4.9	%															32,758,621				3.9	%							4.6	%															32,758,621				3.5	%							4.0	%
FAC/Deikel (2)							28,850,862				3.6	%							4.3	%															28,850,862				3.4	%							4.0	%															28,850,862				3.1	%							3.5	%
RTB (3)							1,321,552				02	%							02	%															1,321,552				0.2	%							0.2	%															1,321,552				0.1	%							0.2	%
Outstanding Common							62,931,035				7.9	%							9.4	%															62,931,035				7.5	%							8.8	%															62,931,035				6.7	%							7.7	%
Existing Deikel Option							3,983,333				0.5	%																							3,983,333				0.5	%																							3,983,333				0.4	%
New Deikel Option							16,103,658				2.0	%																							16,103,658				1.9	%																							16,103,658				1.7	%
Subtotal							20,086,991				2.5	%																							20,086,991				2.4	%																							20,086,991				2.1	%
Management Option Pool (4)							63,378,157				8.0	%							1.3	%															63,378,157				7.5	%							12	%															63,378,157				6.7	%							1.1	%
CifiGroup Warrant							31,689,078				4.0	%																							31,689,078				3.8	%																							31,689,078				3.4	%
Additional CitiGroup Warrant											0.0	%																											0.0	%																							1,427,076				0.2	%
Epsilon Warrant							4,779,640				0.6	%																							4,779,640				0.6	%																							4,779,640				0.5	%
CherryTree Warrant							7,135,387				0.9	%																							7,135,387				0.8	%																							7,135,387				0.8	%
Piper Warrant							4,756,925				0.6	%																							4,756,925				0.6	%																							4,756,925				0.5	%
Subtotal							48,361,030				6.1	%																							48,361,030				5.8	%																							49,788,106				5.3	%
Common Subtotal							194,757,213				24.6	%							10.7	%															194,757,213				23.2	%							10.0	%															196,184,289				20.8	%							8.8	%
		Per Share																				Per Share																												Per Share
Total		$	0.105110.1				792,226,962				100.0	%							100.0	%		$	0.105110I												839,796,175				100.0	%							100.0	%		$	0.105110 I												943,497,042				100.0	%							100.0	%
Total Bain/Battery Ownership											39.0	%							462	%																			39.7	%							46.6	%																			42.4	%							48.9	%
Total Petters Ownership											38.6	%							45.7	%																			38.9	%							45.6	%																			40.6	%							46.8	%
Total Deikel Ownership											7.8	%							62	%																			7.3	%							5.8	%																			4.0	%							2.2	%
Total Citigroup Ownership											4.0	%							0.0	%																			4.0	%							0.3	%																			4.0	%							0.6	%

Attachment A
to
Schedule 5.9
Of the Stock Purchase Agreement

1.		Office Lease, 4400 Baker Road, Minnetonka, MN, as disclosed in Schedule 5.5 (3);
2.		Building Lease, (Building No. 1) 11 McLeland Road, St. Cloud, as disclosed in Schedule 5.5 (5);
3.		Building Lease, (St. Cloud West Campus) 6250 Ridgewood Road, St. Cloud, MN, as disclosed in Schedule 5.5 (4);
4.		Lease, (Photo Studio) 14005 13th Avenue North, Plymouth, MN, by and between The Trustees Under the Will and of The Estate of James Campbell, Deceased and Fingerhut Direct Marketing, Inc., dated November 14, 2003;
5.		Office Lease, 1250 Industrial Park Road, Eveleth Industrial Park, Eveleth, MN, by and between Jon D. and Donna Tini and Fingerhut Direct Marketing, dated August 15, 2003;
6.		Equipment Lease Agreement (St Cloud Equipment) , by and between FAC Acquisition, LLC and Fingerhut Direct Marketing, Inc., dated November 1, 2002;
7.		Rental Agreement (Photo Studio Equipment), by and between FAC Acquisition, LLC and Fingerhut Direct Marketing, Inc., dated December 1, 2002.
8.		Financing Agreement, by and between CIT Group/Business Credit, Inc, Certain Financial Institutions and Fingerhut Direct Marketing, Inc. dated April 9, 2003 and all Amendments (1-5) thereto;
9.		All Loan Documents (as defined in the Financing Agreement) to the Financing Agreement dated April 9, 2003;
10.		The Assignment and Transfer Agreement (Textron), by and between CIT Group/Business Credit, Inc., Textron Financial Corporation and Fingerhut Direct Marketing, Inc. dated September 9, 2003;
11.		Subordinated Loan Agreement, by and Between Stafford Towne, Ltd and Bennington International Holdings, Ltd. and Westford Special Situations Fun, Ltd. and Fingerhut Direct Marketing, dated April 9, 2003;
12.		All Loan Documents (as defined in the Subordinated Loan Agreement) to the

Subordinated Loan Agreement dated April 9, 2003;

13.		NonQualified Stock Option Agreement Fingerhut Direct Marketing, Inc. 2003 Equity Incentive Plan, as disclosed in Schedule 5.1(a) (1);
14.		NonQualified Stock Option Agreement Fingerhut Direct Marketing, Inc. 2003 Equity Incentive Plan (Executive Team), as disclosed in Schedule 5.1(a) Attachment B;
15.		Incentive Stock Option Agreement Fingerhut Direct Marketing, Inc. 2003 Equity Incentive Plan, as disclosed in Schedule 5.1(a) Attachment CB; ted April 9, 2003, by and between Fingerhut Direct Marketing, Inc. and the following Fingerhut Direct Marketing, Inc. employees:
16.		2004 Supplemental Short Term Incentive Plan Fingerhut Direct Marketing, Inc., by and between Fingerhut Direct Marketing, Inc. and Megan Kavanaugh, dated May 7, 2003;
17.		2004 Supplemental Short Term Incentive Plan Fingerhut Direct Marketing, Inc., by and between Fingerhut Direct Marketing, Inc. Don Lynch, dated May 5, 2003;
18.		Shared Resources Agreement , by and between Petters Group Worldwide, LLC and Fingerhut Direct Marketing, Inc. January 1, 2003;
19.		Trademark Sale and Assignment Agreement (Master Craft), by and between Fingerhut Direct Marketing, Inc. and Petters Group Worldwide, LLC, dated November 1, 2003;
20.		Licensing Agreement (Master Craft), by and between Fingerhut Direct Marketing, Inc. and Petters Group Worldwide, LLC, dated November 1, 2003;
21.		List Exchange/Rental Agreement (Figis), by and between Figs, Inc. and Fingerhut Direct Marketing, Inc., dated May 1, 2003;
22.		Consumer Merchandise Continuity Program Agreement (Holsted), by and between Holsted Marketing, Inc. and Fingerhut Direct Marketing, Inc., dated June 24, 2003;
23.		Release of Liability, by and between Holsted Marketing, Inc. and Fingerhut Direct Marketing, Inc., dated April 7, 2003;
24.		Account Servicing Agreement (NCO), by and between Fingerhut Direct Marketing, Inc. and NCO Financial Systems, Inc., dated August 1, 2003;

25.		Letter agreement (Innovative Processing, Inc.), by and between Fingerhut Direct Marketing, Inc. and Innovative Processing, Inc., dated August 12, 2003;
26.		Telecheck Checks by Phone Service Agreement (Verification Program), by and between Fingerhut Direct Marketing, Inc. and TeleCheck Services, Inc., January 31, 2003;
27.		Clear Commerce Transactions Processing Services Agreement, by and between Fingerhut Direct Marketing, Inc. and ClearCommerce Corporation, dated June 4, 2003;
28.		Outsourcing Services Agreement (TRIAdvantage), by and between TRIAdvantage Credit Services, Inc. and Fingerhut Direct Marketing, Inc., dated January 7, 2003;
29.		Software License Agreement (CoreCard), by and between Fingerhut Direct Marketing, Inc. and CoreCard Software, Inc., dated June 12, 2003;
30.		Agreement Between Equifax Information Services LLC and Fingerhut Direct Marketing, Inc., dated November 6, 2002;
31.		First Amendment To the Agreement by and Among Fingerhut Direct Marketing, Inc.. and Equifax Information Services, LLC, dated December 31, 2002;
32.		Second Amendment to the Agreement by and Among Fingerhut Direct Marketing, Inc. and Equifax Information Services, LLC, dated February 28, 2003;
33.		Equifax Information Services LLC Agreement for Service, by and between Fingerhut Direct Marketing, Inc. and Equifax Information Services, LLC, dated April 1, 2003;
34.		Letter Agreement Data Processing Agreement , by and between Fingerhut Direct Marketing, Inc. and Equifax Information Services, LLC, dated April 4, 2003;
35.		Exhibit C Project Addendum 2 to Letter Agreement for Data Processing Services Between Equifax Information Services LLC (“Equifax”) and Fingerhut, Inc. (“Fingerhut”), by and between Fingerhut Direct Marketing, Inc. and Equifax Information Services, LLC, dated May 27, 2003;
36.		Addendum to Master Servcies Agreement for Service Accurint Services Terms and Conditions, by and between Equifax Information Services, LLC and Fingerhut Direct Marketing, Inc., dated June 30, 2003;
37.		Referral Agreement, by and between Equifax Consumer Services, Inc. and Fingerhut Direct Marketing, Inc., dated July 15, 2003;

38.		Amendment (Pricing Amendment — Equifax), by and between Equifax Information Services LLC and Fingerhut Direct Marketing, Inc., dated October 2, 2003;
39.		Remittance Processing Services Agreement (REMITCO), by and between Remitco LLC and Fingerhut Direct Marketing, Inc., effective March 1, 2003;
40.		Avaya Assignment Agreement, by and between Fingerhut Direct Marketing, Inc. and Avaya, Inc. dated May 13, 2003;
41.		Avaya Channel Service Agreement, by and between Avaya, Inc. and Fingerhut Direct Marketing, Inc., dated June 20, 2003;
42.		Amendment to Channel Service Agreement, by and between Fingerhut Direct Marketing, Inc. and Avaya, Inc., dated August 8, 2003;
43.		Letter of Intent Fingerhut Inbound Sales & Customer Service (VCustomer, LOT expired, agreement being negotiated), by and between Fingerhut Direct Marketing, Inc. and VCustomer Corporation, dated February 4, 2003;

(CIT Bank Agreements 44-50)

44.		Pledge of Collateral, by Fingerhut Direct Marketing, dated October 1, 2003;
45.		Assignment Agreement, by CIT Group/Business Credit, Inc., Fingerhut Direct Marketing, Inc., CIT Bank, and Fingerhut Fulfillment, Inc. dated October 1, 2003;
46.		Side Letter Agreement, dated October 1, 2003, by and between CIT Group/Business Credit, Inc., Fingerhut Direct Marketing, Inc., CIT Bank, and Fingerhut Fulfillment, Inc.;
47.		CIT Bank and Fingerhut Direct Marketing, Inc. Revolving Loan Product Program by and between CIT Bank and Fingerhut Direct Marketing, dated July 22, 2003;
48.		First Amendment to Receivables Sale Agreement, by and between CIT Bank, Fingerhut Direct Marketing, Inc., dated November 24, 2003;
49.		CIT Bank and Fingerhut Direct Marketing, Inc. Receivable Sales Agreement, by and between CIT Bank and Fingerhut Direct Marketing, dated July 22, 2003;
50.		Amended and Restated Revolving Loan Product Program Agreement, by and between CIT Bank, Fingerhut Direct Marketing, Inc. and FDM AR-1, Inc., dated November 24, 2003;

51.		List Management Agreement, by and between Adrea Rubin Management, Inc. and Fingerhut Direct Marketing, Inc., dated July 1, 2003;
52.		Letter Agreement, by and between Singer Direct, Inc. and Fingerhut Direct Marketing, Inc., dated August 6, 2003;
53.		Dealer Agreement, by and between Warranty Corporation of America, Inc. (WaCA) and Fingerhut Direct Marketing, Inc., dated November 6, 2003;
54.		Sony Electronics Inc. Diversified Markets Direct Mail Sales Agreement, by and between Sony Electronics, Inc. and Fingerhut Direct Marketing, Inc., dated December 1, 2002;
55.		Sony Electronics Inc. Diversified Markets Direct Mail Sales Agreement Direct Mail Sales Agreement Amendment, by and between Sony Electronics, Inc. and Fingerhut Direct Marketing, Inc., dated April 1, 2003;
56.		JVC Company of America Dealer Agreement, by and between JVC Company of America and Fingerhut Direct Marketing, Inc., dated April 1, 2003;
57.		Toshiba America Consumer Products, Inc. Authorized Dealer Agreement for Special Market; Accounts, by and between Toshiba America Consumer Products, Inc. and Fingerhut Direct Marketing, Inc., dated March 3, 2003;
58.		Dealer Agreement, by and between Sharp Electronics Corporation and Fingerhut Direct Marketing, Inc, dated February 12, 2003;
59.		Agreement (Prako), by and between Prako, Inc. and Fingerhut Direct Marketing, Inc., effective March 1, 2003;
60.		DS Retail Technologies, Inc. Services Agreement for Online Publishing by and between DS Retail Technologies, Inc. and Fingerhut Direct Marketing, Inc., dated July 22, 2003;
61.		Retainer/Project Agreement for Photographic Serivces (GEM), by and between GEM Group, Inc. and Fingerhut Direct Marketing, Inc., effective January 1, 2003;
62.		Retainer/Project Agreement for Creative Services (GEM), by and between GEM Group, Inc. and Fingerhut Direct Marketing, Inc., effective January 1, 2003;
63.		Letter Agreement (Unisourse- 2004 Proposal, Revision 1 and attached Mail Plan), by and between Fingerhut Direct Marketing, Inc. and Unisource, dated December 12, 2003;

64.		Marketforce Services Agreement (Coremetrics), by and between Fingerhut Direct Marketing, Inc. and Coremetrics, Inc., dated June 30, 2003;
65.		Master Services Agreement (Wipro), by and between Wipro Spectramind Services Private Ltd. and Fingerhut Direct Marketing, Inc., effective August 5, 2003;

(Microsoft Business Solutions Software Solutions 66-70):

66.		Software Solution Purchase Agreement; by and between Great Plains Software O.C., Inc. and Petters Company, Inc., dated October 25, 2002;
67.		License Agreement, by and between Great Plains Software O.C., Inc. and Petters Company, Inc., dated October 25, 2002;
68.		Addendum to License Agreement, by and between Great Plains Software O.C., Inc. and Petters Company, Inc., dated October 25, 2002;
69.		Microsoft Services Agreement, by and between Fingerhut Direct Marketing, Inc. and Microsoft, dated July 1, 2002;
70.		Microsoft Premier Support Services Description, by and between Fingerhut Direct Marketing, Inc. and Microsoft, dated July 1, 2002;

(Premier Financial Solutions 71-72)

71.		Acceptance Certificate by and between Fingerhut Direct Marketing, Inc. and Premier Financial Corporation, dated August 1, 2003;
72.		Master Lease and Schedules No. 1 and No. 2 and Attachments, by and between Fignerhut Direct Marketing, Inc. and Premier Financial Corporation, dated June 30, 2003;
73.		Group 1 Software Master License Agreement (9/02); by and between Group 1 Software, Inc. and Fingerhut Direct Marketing, Inc., dated July 30, 2003;
74.		FedEx Custom Pricing Program Agreement (Agreement No. 108503), by and between FedEx Express and Fingerhut Direct Marketing, Inc., dated August 26, 2003;
75.		Master Service Agreement, by and between Vestcom St. Louis, Inc. and Fingerhut Direct Marketing, Inc., dated March 1, 2003;
76.		Agreement between Fingerhut Direct Marketing, Inc. and Cheetahmail, Inc., by and

between Fingerhut Direct Marketing, Inc. and Cheetahmail, Inc, dated December 31, 2003;

77.		Agency Collection Services Agreement, by and between Fingerhut Direct Marketing, Inc. and Alliance One Receivables Management, Inc., dated January 15, 2004;
78.		Agency Collection Services Agreement, by and between Fingerhut Direct Marketing, Inc. and J.C. Christensen and Associates, Inc., dated January 22, 2004;
79.		Postfuture Master Services Agreement, by and between Postfuture, Inc. and Fingerhut Direct Marketing, Inc., dated February 3, 2003;
80.		Fair Isaac Master License and Service Agreement, by and between Fair Isaac Corporation and Fingerhut Direct Marketing, Inc., dated April 21, 2003;
81.		Indemnity Agreement, by and between Federated Department Stores, Inc. and Fingerhut Direct Marketing, Inc., dated May 21, 2003;
82.		Release of Liability, by and between Hoisted Marketing, Inc. and Fingerhut Direct Marketing, Inc., dated April 7, 2003;
83.		General Indemnity Agreement, by and between Hartford Fire Insurance Company and Fingerhut Direct Marketing, Inc., dated January 29, 2003;
84.		Agreement Regarding Customer List, by and between FAC Acquisition, LLC, Fingerhut Direct Marketing, Inc. and CompuCredit Corporation, dated October 25, 2003;
85.		Amendment to Agreement Regarding Customer List, by and between FAC Acquisition, LLC, Fingerhut Direct Marketing, Inc. and CompuCredit Corporation, dated May 8, 2003;
86.		Servicing Agreement, by and between Fingerhut Direct Marketing, Inc. and FDM-AR-1, Inc. and Acorn Capital Group, LLC, dated November 24, 2003.
87.		Trademark Sale and Assignment Agreement (Master Craft) , by and between Fingerhut Direct Marketing, Inc. and Petters Group Worldwide, LLC, dated November 1, 2003;
88.		Licensing Agreement (Master Craft), by and between Fingerhut Direct Marketing, Inc. and Petters Group Worldwide, LLC, dated November 1, 2003;
89.		Trademark Agreement (St. Croix Colors), by and between Fingerhut Direct Marketing, Inc. and St. Croix Park Falls, Ltd., dated December 8, 2003;

90.		Cherry Tree / Fingerhut Engagement Letter, as disclosed in Schedule 5.1(b)(i) (4)(a);
91.		Engagement as Financial Advisor, as disclosed in Schedule 5.1(b)(1)(4)(b);
92.		Amendment to Engagement Agreement Dated September 19, 2003, as disclosed in Schedule 5.1(b)(1)(4)(c);
93.		Engagement as Financial Advisor, as disclosed in Schedule 5.1(b)(1)(4)(d);
94.		Consulting Agreement (with Attachment No. 1, Non-Disclosure Agreement), by and between Fingerhut Direct Marketing, Inc. and Jackie Wells, dated September 9, 2003;
95.		Consulting Agreement (with Attachment No. 1, Non-Disclosure Agreement), by and between Fingerhut Direct Marketing, Inc. and David Adams, dated September 17, 2003;
96.		Insurance Policies, by and between Fingerhut Direct Marketing, Inc. and General Casualty Insurance Company:

(a)

Comprehensive General Liability Insurance, effective date October 1, 2003;

(b)

Commercial Umbrella Policy, effective date October 1, 2003;

(c)

Commercial Automobile Policy, effective date October 1, 2003; (a) Business Personal Property, effective date October 1, 2003;

(e)

Contractor’s Equipment, effective date October 1, 2003;

(f)

Comprehensive Transit Policy, effective date October 1, 2003;

(g)

Employee Benefit Liability Coverage, effective date October 1, 2003;

(h)

Workers Compensation, effective date October 1, 2003;

(i)

Employers Liability, effective date October 1, 2003;

(j)

Directors and Officers Liability Policy, effective date December 23, 2003

(Sweepstakes Giveaway Bonds 97-106)

97.		Florida Game Surety Bond, Hartford Insurance Company, for 2003-2004 Fingerhut Sweepstakes, Bond#41BSBCB7580, effective April 4, 2003; State of New York — Department of State Games of Chance Surety Bond, for 2003-2004 Fingerhut Sweepstakes; Bond No.#41BSBCB8782,_ dated February 27, 2003;
98.		Florida Game Surety Bond, Hartford Insurance Company for 2003-2004 Fingerhut Sweepstakes, Bond#41BSBCB7564, effective April 4, 2003;
99.		State of New York — Department of State Games of Chance Surety Bond for 2003-2004 Fingerhut Sweepstakes, Bond #41BSBCB7510, dated February 27, 2003;
100.		Florida Game Surety Bond, for 2003-2004 Fingerhut Sweepstakes, bond #41BSBCB7549, effective April 4, 2003;

101.		State of New York — Department of State Games of Chance Surety Bond, for 2003-2004 Sweepstakes, Bond # 41BSBCB8338, dated February 27, 2003;
102.		Florida Game Surety Bond, for 2003-2004 Fingerhut Sweepstakes, Bond # 41BSBCB8344, effective April 4, 2003;
103.		State of New York — Department of State Games of Chance Surety Bond#41BSBCB7436, dated February 27, 2003;
104.		Florida Game Surety Bond, for 2003-2004 Fingerhut Sweepstakes, Bond#41BSBCB7538, effective April 4, 2003;
105.		State of New York — Department of State Games of Chance Surety Bond, Bond # 41BSBCB7393, dated February 27, 2003;

FFI, Inc.

102.		HighJump Service Agreement, by and between HighJump Software, Inc. and Petters Company, Inc., dated September 5, 2002;
103.		Addendum to Schedule A of HighJump Software End User Agreement and Software License Agreement, by and between Highjump Software and Fingerhut Fulfillment, Inc., dated April 14, 2003;
104.		Consolidation and Distribution Services Agreement Between RR Donnelley Logistics and Fingerhut Fulfillment, Inc., by and between RR Donnelley Logistics and Fingerhut Fulfillment, Inc., dated January 21, 2003;
105.		Collective Bargaining Agreement Between Fingerhut Fulfillment, Inc. Located in St. Cloud in the State of Minnesota and The Midwest Regional

Joint Board Union of Needletrades, Industrial and Textile Employees, dated 9-30-03; and related agreements:

(a)

Memorandum of Understanding, by and between Fingerhut Fulfillment, Inc. and Union Of Needletrades, Industrial and Textile Employees;

(b)

Contract Language for Participation in National Plan of Unite Textile Workers Pension Fund, by and between Fingerhut Fulfillment, Inc. and Unite, dated 9-30-03;

(c)

Supplemental Agreement (to the Collective Bargaining Agreement), by and between Fingerhut Fulfillment, Inc. and Midwest Regional Joint Board of the Union of Needletrades, Industrial and Textile Employees, dated October 22, 2003;

(d)

March 24, 2003 Letter Agreement, by and between Fingerhut Direct Marketing, Inc., UNITE Textile Pension Fund and Union of Needletrades, Industrial and Textile Employees, dated 4-23-03.;

105.

UNITE Local 978 Grievance Form, by and between Local 978 Pickers and Fingerhut Fulfillment, Inc., dated November 11, 2003 and Resolution. ;

FDM AR-I, Inc.

106.		Financing Agreement between FDM AR-1, Inc. and Acorn Capital Group, effective November 24, 2003;
107.		All ancillary Loan Documents (as defined in the Financing Agreement of November 24, 2003);
108.		Letter Agreement, by and between Acorn Capital Group and Fingerhut Direct Marketing, Inc., dated January 12, 2004
109.		Lease Schedule Number 1 (Attached Equipment Lease Agreement dated November 1, 2002), by and between FAC Acquisition, LLC and Fingerhut Direct Marketing, dated February  , 2004;
110.		Lease Schedule Number 2 (Attached Equipment Lease Agreement dated November 1, 2002), by and between FAC Acquisition, LLC and Fingerhut Direct Marketing, dated February  , 2004;-Rental Agreement (Photo Studio Equipment), by and between FAC Acquisition, LLC and Fingerhut Direct Marketing, Inc., dated December 1, 2002.

111.

Change of Control Consent for Office Lease dated May 1, 2003 by and between FAC Acquisition, LLC and Fingerhut Direct Marketing, Inc. , by FAC

Acquisitions LLC in favor of Fingerhut Direct Marketing, Inc., dated February 10, 2004;

112.		Change of Control Consent for Building No. 1 Lease dated November 26, 2003 by and between FAC Acquisition, LLC and Fingerhut Direct Marketing, Inc. , by FAC Acquisitions LLC in favor of Fingerhut Direct Marketing, Inc., dated February 10, 2004;
113.		Change of Control Consent Building Lease for St. Cloud West Campus Facility dated November 26, 2003 by and between FAC Acquisition, LLC and Fingerhut Direct Marketing, Inc. , by FAC

Acquisitions LLC in favor of Fingerhut Direct Marketing, Inc., dated February 10, 2004;

114.		Letter Engagement as Financial Advisor Agreement(Piper Jaffray), by and between Pipar Jaffray and Fingerhut Direct Marketing, Inc. and Thomas J. Petters, dated February 10, 2004;
115.		Engagement as Financial Advisor Agreement (Piper Jaffray), by and between Pipar Jaffray and Fingerhut Direct Marketing, Inc. and Thomas J. Petters, dated February 10, 2004;
116.		Letter Engagement as Financial Advisor Agreement (Cherry Tree), by and between Cherry Tree Securities, LLC and Fingerhut Direct Marketing, Inc., dated February 10, 2004.

Contracts under negotiations:

1.		Fulfillment Services Agreement, by and between Petters Company, Inc. and Fingerhut Fulfillment, Inc.;
2.		Fulfillment Services Agreement, by and between ubid.com and Fingerhut Fulfillment, Inc.;
4.		Fulfillment Services Agreement, by and between Petters Group Worldwide, LLC; Agreement of Lease for Storage Space, by and between Fingerhut Fulfillment, Inc. and Thermo King;
5.		Transportation Agreement, by and between CH Robinson Worldwide, Inc. and Fingerhut Fulfillment, Inc.;

6.		Letter of Intent, by and between Visionary Systems, Inc. and Fingerhut Direct Marketing, Inc.;
7.		Letter of Intent, by and between GEM Group and Fingerhut Direct Marketing, Inc.