Retail

NETGEAR INC
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SUPPLY AGREEMENT

This Supply Agreement (the Agreement) is entered into as of July 3, 2003 by and among Apio, Inc., a Delaware corporation (Apio), Apio Fresh LLC, a California limited liability company (Apio Fresh) and each of the growers set forth on Exhibit A attached hereto (the Growers).  This Agreement and all rights and obligations of the parties hereunder shall be effective as of June 30, 2003 (the Effective Date).

The parties to this Agreement agree as follows:

1.                                       Terms not otherwise defined in this Agreement shall have the meaning ascribed to them in the Purchase Agreement between the parties hereto dated as of the date hereof (the Purchase Agreement).  In addition, as used herein the following terms shall have the following meanings:

Black Dog shall mean Black Dog Farms of California, 530 West 6th Street, Holtville, California 92250.

Export Business shall mean Apios export business operated through its wholly-owned subsidiary Cal-Ex Trading Company (Cal-Ex), other than with respect to the export of artichokes.

Grower Contract shall mean any contract, purchase order or other arrangement between any Grower or Apio Fresh on the one hand, and Apio on the other, entered into from time to time for the supply of Produce.

SUPPLY AGREEMENT

This Supply Agreement (the Agreement) is made as of March 31, 2003 (the Effective Date) by and between SEARS, ROEBUCK AND CO., a New York corporation (Sears) with offices at 3333 Beverly Road, Hoffman Estates, Illinois 60179, and Easco Hand Tools, Inc., a Delaware corporation with offices at 125 Powder Forest Drive, Simsbury, Connecticut 06070 (Easco) , Lea Way Handtool Co., Ltd., a corporation formed under the laws of the Republic of China with offices at 288 Hou Tswang Road, Pei Twen District, Taichung, Taiwan (Lea Way), and Jessie & J Co., Ltd., a Hong Kong corporation with offices at Rm 1010, Tower A, Hung Hum Commercial Center, 39 Ma Tau Wai Road, Hung Hom, Kowloon, Hong Kong (Jessie & J), collectively doing business as Danaher Tool Group. Easco, Lea Way and Jessie & J are collectively referred to herein as Seller.

In consideration of the mutual covenants and promises this Agreement contains and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.                                       VENDOR AGREEMENT.

This Agreement is a Vendor Agreement pursuant to the Universal Terms and Conditions between Seller and Sears of even date herewith (the UTC).  The UTC, including the Vendor Information Guide (as supplemented and modified by Sears, the Vendor Guide, provided that no supplement or modification to the Vendor Guide that results in additional obligations of or costs to Seller shall be effective against Seller if Seller objects to it in writing to Sears within 60 days after Sears e-mails notice of such supplement or modification to registered users of the Sears Business Exchange) incorporated into the UTC by reference, is incorporated into this Agreement.  References herein to the Vendor Guide will mean the domestic Vendor Information Guide with respect to Domestic Products and the International Vender Information Guide with respect to Import Products.  This Agreement will control over the UTC in case the terms of this Agreement are contradictory to or inconsistent with the terms of the UTC.  All capitalized terms used but not defined herein will have the meaning ascribed to them in the UTC.

2.                                       DEFINITIONS, SUPPLY AND PURCHASE OBLIGATIONS; PURCHASE ORDERS; FORECASTS; ACCEPTANCE.

2.1.                              Definitions.

(a)                                  Mechanics Hand Tools shall mean sockets (excluding impact sockets), ratchets, wrenches, adapters, extension bars, nutdrivers, hex keys, torque wrenches,

AMENDED AND RESTATED PROGRAM AGREEMENT

     AMENDED AND RESTATED PROGRAM AGREEMENT, dated as of July 15, 2003 (this Agreement), effective as of the Effective Date, by and among Sears, Roebuck and Co., a New York corporation (Sears), Sears Intellectual Property Management Company, a Delaware corporation and wholly-owned subsidiary of Sears (Sears IP Sub), and Citibank (USA) N.A., a national banking association (Purchaser).

RECITALS

     WHEREAS, Sears is, among other things, (i) engaged in the business of selling merchandise and services through retail stores, catalogs and by other means; and (ii) directly and indirectly through certain of its subsidiaries engaged in the credit card business;

     WHEREAS, Citicorp, Sears and certain affiliates of Sears have entered into the Purchase, Sale and Servicing Transfer Agreement, dated as of even date hereof (the Purchase Agreement), pursuant to which Citicorp has agreed to acquire from Sears and its Subsidiaries, and Sears and its Subsidiaries have agreed to sell to Citicorp, certain assets and liabilities associated with Sears existing credit card and financial products business, on the terms and subject to the conditions of the Purchase Agreement;

     WHEREAS, the execution of this Agreement is a condition to the consummation of the transactions contemplated by the Purchase Agreement;

     WHEREAS, each of Sears and Purchaser desires to enter into a relationship for, among other things, the issuance of Sears proprietary cards and general purpose credit cards, the issuance of existing credit and financial and new credit and financial products to be developed with Purchaser, the processing and servicing of the related accounts and the conduct of related marketing activities, and amounts payable hereunder are attributable to such relationship;

     WHEREAS, contemporaneously with the execution and delivery of this Agreement, Sears and Purchaser are entering into a merchant agreement, which contains terms relating to authorizations, settlement procedures, merchandise returns, chargebacks and other operating procedures with respect to the program established hereunder, on the terms and subject to the conditions set forth in such merchant agreement;

     WHEREAS, contemporaneously with the execution and delivery of this Agreement, Sears, one of its subsidiaries and Purchaser are entering into a licensing agreement pursuant to which Purchaser will receive a license to use certain Sears trademarks on credit cards and financial products in connection with the program established hereunder, on the terms and subject to the conditions set forth in such licensing agreement; and

     WHEREAS, the parties entered into this Agreement as of July 15, 2003 and agreed to amend and restate this Agreement in its entirety as of November 3, 2003.

     NOW, THEREFORE, in consideration of the premises and mutual covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS AND RULES OF CONSTRUCTION

     1.1 Definitions.

     Account means any account under which a purchase, cash advance, convenience check or balance transfer transaction may be or has been made by or to a Person (or any Person authorized by such Person) pursuant to an Account Agreement established by Purchaser in accordance with this Agreement or any account that is an Acquired Account, and includes (i) all of the Account Documentation related to the account; and (ii) any and all other rights, remedies, benefits, interests and titles, whether legal or equitable, to which Purchaser may now or at any time hereafter be entitled in respect of the foregoing.

     Account Agreement means an account agreement (including related disclosures) between the Purchaser (including an assignee of Sears or an Affiliate of Sears under the Purchase Agreement) and a Cardholder governing the terms and conditions of an Account, as such agreement may be amended, modified or otherwise changed from time to time (including pursuant to change of terms notices).

     Account Application means a credit application submitted in order to establish an Account.

     Account Documentation means any and all documentation relating to an Account, however stored or kept, including Account Applications, Account Agreements, charge slips, related billing statements, card carriers and statement envelopes, and any other written or electronic documentation relating to a specific Account (other than Credit Policy or Financial Services Policy).

     Accounts Receivable means all amounts owing on an Account, including principal balances from outstanding purchases, balance transfers, convenience checks, cash advances, accrued finance charges (whether billed or unbilled), late charges and any other charges and fees assessed on the Account, less any payments and credits received in respect of the Account as of the close of business on any Business Day.

     Acquired Account means a Sears Credit Card account in existence as of the Effective Date and acquired by Purchaser under the Purchase Agreement.

     Additional Products has the meaning set forth in Section 4.5.

     Affiliate of any Person means any other Person that directly or indirectly controls, is controlled by or is under common control with, such Person. The

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term control (including its correlative meanings controlled by and under common control with) means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities, partnership or other ownership interests, by contract or otherwise); provided, that neither Sears Canada nor Sears Mexico shall be considered an Affiliate of Sears for purposes of this Agreement.

     Affinity Patents has the meaning assigned to such term in Section 4.24(d)(1) of the Seller Disclosure Schedule to the Purchase Agreement.

     Agreement has the meaning set forth in the preamble hereto.

     Attributable Assets has the meaning set forth in Section 8.6(a).

     Bankruptcy Event means, with respect to any Person, the occurrence or existence of any of the following events or conditions: such Person (i) becomes insolvent or fails, is unable or admits in writing its inability to generally to pay its debts as they become due; (ii) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (iii) institutes or has instituted against it an insolvency or bankruptcy case or proceeding or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors rights or a petition is presented, filed or commenced for its winding up or liquidation and any such case, proceeding or petition instituted or presented against it (A) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding up or liquidation or (B) is not dismissed or discharged in each case within 60 days of the institution or presentation thereof; (iv) has a resolution passed for its winding-up or liquidation or for the presentation, filing or commencement of any petition, case or proceeding described in clauses (i) to (iii) above; (v) seeks or becomes subject to the appointment of an administrator, receiver, conservator, trustee, custodian or other similar official for it or for all or substantially all its assets (regardless of how brief such appointment may be, or whether any obligations are promptly assumed by another entity or whether any other event described in this clause (v) has occurred and is continuing); (vi) any event occurs with respect to it that, under the applicable Law of any jurisdiction, has an analogous effect to any of the events specified in clauses (i) through (v) above; or (vii) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts or events specified in clauses (i) through (vi) above.

     Business Day means any day other than a Saturday, Sunday or a day on which banking institutions in Illinois, New York or South Dakota are authorized or obligated by law or executive order to be closed.

     Business Plan has the meaning set forth in Section 4.1.

     Card Association means MasterCard International, Inc. or any successor thereto as of the date hereof, and, in the case of any Additional Products, any other applicable card association (e.g., Visa International Inc. or Visa U.S.A. Inc.).

     Cardholder means the authorized holder of a Sears Credit Card.


169358

PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT

THIS PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT is made as of this 21^st day of May, 2003 (the "Effective Date"), by and between STAGE STORES, INC., a Nevada corporation ("Stores"), with its principal office at 10201 Main Street, Houston, Texas 77025, SPECIALTY RETAILERS (TX) LP, a Texas limited partnership ("Specialty"), with its principal office at 10201 Main Street, Houston, Texas 77025, (with Stores hereinafter collectively referred to as "Stage"), and WORLD FINANCIAL NETWORK NATIONAL BANK, with its principal office at 800 Tech Center Drive, Gahanna, Ohio 43230 ("Bank").

WHEREAS, Stage has requested Bank to extend credit to qualifying individuals in the form of private label open-ended credit card accounts for the purchase of Goods and Services from Stage and Stage's Stores and to issue Credit Cards to such individuals; and

WHEREAS, subject to the terms of the Purchase Agreement (defined in Section 1.1 below), Bank shall purchase those certain private label credit card accounts under the names of Stage, Bealls and Palais Royal and the receivables related thereto owned by Stage and their affiliates (the "Existing Accounts"); and

WHEREAS, Bank shall own all Existing Accounts and future accounts, and Cardholder payments will be sent to such location as Bank shall from time to time direct; and

WHEREAS, Bank has agreed to extend credit under Existing Accounts and to Customers, subject to the terms and conditions as more fully set forth herein.

NOW THEREFORE, in consideration of the terms and conditions hereof, and for other good and valuable consideration, the receipt of which is hereby mutually acknowledged by the parties, Stage and Bank agree as follows.

1.1 Certain Definitions. As used herein and unless otherwise required by the context, the following terms shall have the following respective meanings.

CREDIT CARD PROGRAM AGREEMENT

This Credit Card Program Agreement ("Agreement") is made and entered into as of the 30th day of January, 2003, by and between Household Bank (SB), N.A. (herein "Household"), with its principal place of business at 1111 Town Center Drive, Las Vegas, NV 89144 and Gottschalks Inc., a Delaware corporation (herein "Merchant"), with its principal place of business at 7 River Park Place East, Fresno, California 93720. In consideration of the mutual promises, covenants, and agreements set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Merchant and Household agree as follows:

In addition to the words and phrases defined above, the following words and phrases shall have the following meanings:

"Account" means a private label revolving credit card account established by or assigned to Household for the Cardholder to be used by the Cardholder to finance the purchase of Goods from Merchant pursuant to the terms of the Cardholder Agreement and specifically excludes debit card accounts and gift card accounts.

"Affiliate" means, with respect to Household and Merchant, respectively, any entity that is owned, controlled by, owns, controls, or is under common control with, Household or Merchant respectively. For purposes of this definition, "control" of any entity shall mean the possession, directly or indirectly, of the power to direct or cause the direction of its management or policies, whether through ownership of voting securities, by contract, or otherwise.

"Amortization Period" means the period from and including the Closing Date to, but excluding, the fifth (5^th) anniversary of the Closing Date, as such period may be adjusted from time to time by Agreement between the parties.

"Applicable Law" means collectively or individually any applicable law, rule, regulation or judicial, governmental or administrative order, decree, ruling, opinion or interpretation.

"APR" means annual percentage rate.

"Arbitrator" has the meaning given to it in Section 12.23.

"Authorization" means permission from Household to make a Card Sale.

"Authorization Center" means the facility designated by Household as the facility to provide authorization to Merchant to make Card Sales.

"Base LIBOR" means 1.56%.

"Business Day" means any day except Saturday or Sunday or a day on which banks are closed in the State of Nevada.

"Card" means a private label credit card issued for the Program.

"Cardholder" means (i) the person in whose name an Account is opened, and (ii) any other authorized users of the Account and Card.

"Cardholder Agreement" means as to any Account, the related agreement between the Cardholder and Household, governing the terms and conditions of such Account, as such agreement may be amended from time to time by Household.

"Cardholder Information" means information of a Cardholder that Household is permitted under the GLBA Privacy Law to share with a participant in a private label credit card program.

"Cardholder List" means any list (whether in hard copy, in magnetic tape format or other form) identifying Cardholders, including any list of the names, addresses or telephone numbers.

"Card Sale" means any sale of Goods by Merchant to a Cardholder that is charged to an Account and that is subject to a Cardholder Agreement and this Agreement.

"Chargeback" means the return to Merchant and reimbursement to Household of a Card Sale for which Merchant was previously paid pursuant to Section 7.

"Closing Date" shall have the meaning assigned to it in the Purchase and Sale Agreement.

"Conversion Date" shall have the meaning assigned to it in the Interim Servicing Agreement.

"Credit Slip" means evidence of a credit in a paper or electronic form for Goods purchased from Merchant.

"Dispute" means any dispute, controversy or claim arising out of or relating to this Agreement, whether based on contract, tort, statute or other legal or equitable theory (including without limitation, any claim of fraud, misrepresentation or fraudulent inducement or any question of validity or effect of this Agreement including this clause) or the breach or termination thereof.

"Effective Date" means January 31, 2003, or the date on which Household commences providing services and extending credit to Cardholders whose Accounts Household acquired from Merchant or Merchant's Affiliate.

"Fee Letter" has the meaning given to it in Section 3.3.