0000897069-02-000629 Sample Contracts

by and among
Stockholders Agreement • August 22nd, 2002 • Midwest Mezzanine Fund Ii Lp • Services-management services • Delaware
JOINT FILING AGREEMENT
Joint Filing Agreement • August 22nd, 2002 • Midwest Mezzanine Fund Ii Lp • Services-management services

Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that the Schedule 13D to which this Joint Filing Agreement is being filed as an exhibit shall be a joint statement filed on behalf of each of the undersigned.

RECITALS
Investors Agreement • August 22nd, 2002 • Midwest Mezzanine Fund Ii Lp • Services-management services • Illinois
SENIOR SUBORDINATED NOTE AND WARRANT PURCHASE AGREEMENT DATED AS OF JULY 19, 2002
Senior Subordinated Note and Warrant Purchase Agreement • August 22nd, 2002 • Midwest Mezzanine Fund Ii Lp • Services-management services • Illinois
AMONG
Senior Subordinated Note and Subordinated Convertible Note Exchange Agreement • August 22nd, 2002 • Midwest Mezzanine Fund Ii Lp • Services-management services • Illinois