**INVESTORRIGHTS AGREEMENT**

          ThisInvestor Rights Agreement (this “Agreement”) is made and entered into asof November 10, 2005, by and among Sunset Brands, Inc., a Nevada corporationformerly known as Cascade Sled Dog Adventures, Inc. (the “Company”), andcertain holders of the Company’s Series B Preferred Stock and warrantsexercisable for shares of the Company’s common stock identified on thesignature page of this Agreement (each, a “Purchaser” and collectively,the “Purchasers”). The Company and Purchasers are each sometimesreferred to herein as a “Party” and collectively as the “Parties.”

          A.Pursuant to the terms of that certain Amended and Restated AcquisitionAgreement and Plan of Merger (the “Merger Agreement”), dated as ofNovember 10, 2005, the Company acquired all of the outstanding capital stock ofU.S. Mills, Inc., a Delaware corporation (“USM”), through a merger of awholly-owned subsidiary of the Company with and into USM. 

          B.As part of the consideration payable holders of USM capital stock in connectionwith the closing of the transactions contemplated by the Merger Agreement (the“Closing”), the Purchasers received shares of Series B Preferred Stockand Warrants (as defined below) of the Company. 

          C.The Parties wish to enter into this Agreement in order to (i) provide forcertain restrictions on transfer and sale of the Series B Preferred Stock andWarrants, (ii) provide for the repurchase by the Company or its designees ofthe Series B Preferred Stock and (iii) provide certain registration rights tothe holders of the Series B Preferred Stock and Warrants with respect to CommonStock issuable upon conversion of the Series B Preferred Stock or exercise ofthe Warrants.

          NOW,THEREFORE, for good and valuable consideration, the receipt and sufficiency ofwhich is hereby acknowledged, the Parties hereto agree as follows: 

          1.Definitions. As used in this Agreement, the following terms shall havethe following meanings:

                    “*Commission*” means the Securities and Exchange Commission.

                    “*CommonStock*” means shares of the Company’s common stock, par value $0.001 per share.

                    “*EffectivenessPeriod*” shall have the meaning set forth in Section 2(b)(i).

                    “*ExchangeAct*”means the Securities Exchange Act of 1934, as amended, and any successorstatute.

                    “*FilingDate*”means, with respect to the Registration Statement required to be filedhereunder, a date no later than ninety (90) days following the date hereof.

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                    “*Holder*”or “*Holders*”means the Purchasers or any of their respective affiliates or permissibletransferees to the extent any of them hold Registrable Securities.

                    “*IndemnifiedParty*” shall have the meaning set forth in Section 2(d).

                    “*IndemnifyingParty*” shall have the meaning set forth in Section 2(d).

                    “*OriginalIssue Price*” shall mean $5.60 pershare (subject to proportional adjustment in the event of stock combinations,splits or similar events effecting the Series B Preferred Stock).

                    “*Proceeding*”means an action, claim, suit, investigation or proceeding (including, withoutlimitation, an investigation or partial proceeding, such as a deposition),whether commenced or threatened. 

                    “*Prospectus*”means the prospectus included in the Registration Statement (including, withoutlimitation, a prospectus that includes any information previously omitted froma prospectus filed as part of an effective registration statement in relianceupon Rule 430A promulgated under the Securities Act), as amended orsupplemented by any prospectus supplement, with respect to the terms of theoffering of any portion of the Registrable Securities covered by theRegistration Statement, and all other amendments and supplements to theProspectus, including post-effective amendments, and all material incorporatedby reference or deemed to be incorporated by reference in such Prospectus.

                    “*RegistrableSecurities*” means (i) the Warrant Shares, (ii) the shares of CommonStock issued or issuable upon the conversion of the Series B Preferred Stockand (iii) any shares of Common Stock issued or issuable with respect to theWarrant Shares or the shares of Common Stock referred to in clause (ii) aboveupon any stock split, stock dividend, recapitalization or similar event.

                    “*RegistrationStatement*” means each registration statement required to be filedhereunder, including the Prospectus, amendments and supplements to suchregistration statement or Prospectus, including pre- and post-effectiveamendments, all exhibits thereto, and all material incorporated by reference ordeemed to be incorporated by reference in such registration statement.

                    “*Rule144*”means Rule 144 promulgated by the Commission pursuant to the Securities Act, assuch Rule may be amended from time to time, or any similar rule or regulationhereafter adopted by the Commission having substantially the same effect assuch Rule. 

                    “*Rule415*”means Rule 415 promulgated by the Commission pursuant to the Securities Act, assuch Rule may be amended from time to time, or any similar rule or regulation hereafteradopted by the Commission having substantially the same effect as such Rule.

                    “*Rule424*”means Rule 424 promulgated by the Commission pursuant to the Securities Act, assuch Rule may be amended from time to time, or any similar rule or regulationhereafter adopted by the Commission having substantially the same effect assuch Rule.

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                    “*SecuritiesAct*” means the Securities Act of 1933, as amended, and any successorstatute.

                    “*SeriesBCertificate*” meansthe Certificate of Designation, Preferences and Rights of Series B PreferredStock in the form attached hereto and incorporated herein as Exhibit A, as it may be amended from time to time subsequent to the date of thisAgreement. 

                    “*SeriesB**PreferredStock*” shall mean the Series B Preferred Stock of the Company, therights, preferences and privileges of which are set forth in the Series BCertificate.

                    “*SeriesB Repurchase Price*” shall mean aprice per share equal to the Original Issue Price plus the amount of anyaccrued but unpaid Repurchase Premiums (as defined in Section 4(f) of thisAgreement).

                    “*TradingMarket*” means any of the NASD OTC Bulletin Board, NASDAQ SmallCapMarket, the Nasdaq National Market, the American Stock Exchange or the New YorkStock Exchange.

                    “*Warrants*”means Warrants of the Company inthe form attached hereto and incorporated herein as Exhibit B issued toPurchasers in connection with the Closing.

                    “*WarrantShares*” means the shares of CommonStock issuable upon exercise of the Warrants. 

          2.Registration.

                    (a)Participation in Registration. If at any time the Company proposes tofile a registration statement under the Securities Act with respect to a publicoffering or resale of shares of Common Stock underlying Series B PreferredStock or Warrants for the account of any holder of Series B Preferred Stock orWarrants (or underlying shares of Common Stock), then the Company shall includein each such registration statement all Registrable Securities, and suchregistration statement shall also cover the issuance and resale of the WarrantShares. 

                    (b)Filing of Registration Statement. 

                    (i)Promptly following the date of this Agreement, if the Registrable Securitiesand the issuance of the Warrant Shares have not been included in a registrationstatement pursuant to Section 2(a), the Company will prepare and file with theCommission a Registration Statement covering the offer and resale of theRegistrable Securities by the Purchasers which offering will be made on acontinuous basis pursuant to Rule 415 and will cover the issuance and resale ofthe Warrant Shares. The Company shall use commercially reasonable efforts tocause the Registration Statement to be filed on or prior to the Filing Date.The Registration Statement shall be on Form SB-2 or such other appropriate formpromulgated under the Securities Act. The Company shall use its commerciallyreasonable efforts to cause the Registration Statement to be declared effectiveunder the Securities Act within one hundred twenty (120) days following theFiling Date. The Company shall use its commercially reasonable efforts to keepthe Registration Statement effective under the Securities Act until the

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date which is the earlier date of when (i) allRegistrable Securities have been sold or (ii) all Registrable Securities (otherthan those, if any, held by affiliates of the Company as such term is definedin Rule 144(a)(1) of the Securities Act) may be sold immediately withoutregistration under the Securities Act and without volume restrictions pursuantto Rule 144(k) thereof, as determined by the counsel to the Company pursuant toa written opinion letter to such effect, addressed and acceptable to theCompany’s transfer agent (the “Effectiveness Period”).

                    (ii)In the event that (A) a Registration Statement required to be filed pursuant toSection 2(a) or 2(b) is not declared effective under the Securities Act as ofthe expiration of the Restricted Period (as defined below) or (B) any suchRegistration Statement is filed and declared effective on or prior to such datebut shall thereafter, and after the expiration of the Restricted Period, eitherbe withdrawn by the Company or shall become subject to an effective stop orderissued pursuant to Section 8(d) of the Securities Act suspending theeffectiveness of such Registration Statement without being succeededimmediately by an additional Registration Statement filed and declaredeffective (each such event referred to in clauses (A) and (B), a “RegistrationDefault” and each period during which a Registration Default has occurredand is continuing, a “Registration Default Period”), then, as liquidateddamages for such Registration Default, the Company shall pay to the Holders ofany shares of Series B Preferred Stock that remain outstanding and have notbeen sold, transferred or assigned by the original Purchaser thereof, a pershare amount in cash equal to one percent (1%) of the Original Issue Price forthe first thirty (30) days (or part thereof) of the Registration DefaultPeriod, and an additional one percent (1%) of the Original Issue Price for anysubsequent 30-day period (or part thereof) of the Registration Default Period.Each such payment shall be made by the Company on the business day followingthe expiration of each such 30-day period or, if applicable, on the businessday following the termination of the Registration Default Period. TheRegistration Default Period shall terminate upon the earlier to occur of (x)the effectiveness of a Registration Statement covering the offer and resale ofthe Registrable Securities by the Purchasers and the issuance and resale of theWarrant Shares and (y) the second anniversary of the termination of theRestricted Period. 

                    (c)Covenants Relating to Registration. In connection with the registrationsrequired by Sections 2(a) and 2(b), the Company will: 

                              (i)respond as promptly as possible to any comments received from the Commission,and use its commercially reasonable efforts to cause the applicableRegistration Statement to become and remain effective for the EffectivenessPeriod with respect thereto, and promptly provide to the Purchaser, uponrequest, copies of all filings made with the Commission relating to any suchRegistration Statement;

                              (ii) prepare and file with the Commission such amendments and supplements toeach Registration Statement and the Prospectus used in connection therewith asmay be necessary to comply with the provisions of the Securities Act withrespect to the disposition of all Registrable Securities covered by suchRegistration Statement and use its commercially reasonable efforts to keep anysuch Registration Statement effective until the expiration of the EffectivenessPeriod;

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                              (iii) furnish to the Purchaser such number of copies of each RegistrationStatement and the Prospectus included therein (including each preliminaryProspectus) as the Purchaser reasonably may request to facilitate the publicsale or disposition of the Registrable Securities covered by such RegistrationStatement;

                              (iv) list the Registrable Securities covered by such Registration Statementwith any securities exchange on which the Common Stock of the Company is thenlisted; 

                              (v) immediately notify the Purchaser at any time when a Prospectus relatingthereto is required to be delivered under the Securities Act, of the happeningof any event of which the Company has knowledge as a result of which theProspectus contained in such Registration Statement, as then in effect,includes an untrue statement of a material fact or omits to state a materialfact required to be stated therein or necessary to make the statements thereinnot misleading in light of the circumstances then existing, and in any suchevent use its commercially reasonable efforts to update the Prospectus andRegistration Statement in accordance with the requirements of the SecuritiesAct; and

                              (vi) make available for inspection by the Purchaser and any attorney,accountant or other designated agent retained by the Purchaser, all publiclyavailable, non-confidential financial and other records, pertinent corporatedocuments and properties of the Company, and cause the Company’s officers,directors and employees to supply all publicly available, non-confidentialinformation reasonably requested by the attorney, accountant or designatedagent of the Purchaser.

                    (d)Covenants of Purchaser Relating to Registration. Purchaser and, byvirtue of such Holder’s acquisition of Registrable Securities, each Holder,covenants and agrees as follows:

                              (i) Purchaser and such Holder will comply with the prospectus delivery requirementsof the Securities Act as applicable to it in connection with any sales ofRegistrable Securities pursuant to a Registration Statement; 

                              (ii) Upon receipt of a notice from the Company of the occurrence and continuationof a Discontinuation Event (as defined below), Purchaser or such Holder willforthwith discontinue disposition of such Registrable Securities under theapplicable Registration Statement until Purchaser’s or such Holder’s receipt ofthe copies of the supplemented Prospectus and/or amended Registration Statement,which the Company will prepare and file, and use its commercially reasonableefforts to cause to be declared effective, as promptly as practicable after theoccurrence of the Discontinuation Event, or until it is advised in writing (the“Advice”) by the Company that the use of the applicable Prospectus maybe resumed, and, in either case, has received copies of any additional orsupplemental filings that are incorporated or deemed to be incorporated byreference in such Prospectus or Registration Statement. The Company may provideappropriate stop orders to enforce the provisions of this Section. For purposesof this Section 2(d), a “Discontinuation Event” shall mean (i) when theCommission notifies the Company whether there will be a “review” of suchRegistration Statement and whenever the Commission comments in writing on suchRegistration Statement; (ii) any request 

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by the Commission or any other Federal or applicablestate governmental authority for amendments or supplements to such RegistrationStatement or Prospectus; (iii) the issuance by the Commission of any stop ordersuspending the effectiveness of such Registration Statement covering any or allof the Registrable Securities and the issuance and resale of the Warrant Sharesor the initiation of any Proceedings for that purpose; (iv) the receipt by theCompany of any notification with respect to the suspension of the qualificationor exemption from qualification of any of the Registrable Securities for salein any jurisdiction, or the initiation or threatening of any Proceeding forsuch purpose; and/or (v) the occurrence of any event (not arising from thefraud, negligence or willful misconduct of the Company) or passage of time thatmakes the financial statements included in such Registration Statementineligible for inclusion therein or any statement made in such RegistrationStatement or Prospectus or any document incorporated or deemed to beincorporated therein by reference untrue in any material respect or thatrequires any revisions to such Registration Statement, Prospectus or otherdocuments so that, in the case of such Registration Statement or Prospectus, asthe case may be, it will not contain any untrue statement of a material fact oromit to state any material fact required to be stated therein or necessary tomake the statements therein, in light of the circumstances under which theywere made, not misleading; and

                              (iii) The Company will advise the Purchaser, promptly after it receives noticeof issuance by the Commission, any state securities commission or any otherregulatory authority of any stop order or of any order preventing or suspendingany offering of any securities of the Company, or of the suspension of thequalification of the Common Stock of the Company for offering or sale in anyjurisdiction, or the initiation of any proceeding for any such purpose.

                    (e)Registration Expenses. All expenses relating to the Company’s compliancewith its obligations under Section 2 hereof, including, without limitation, allregistration and filing fees, printing expenses, fees and disbursements ofcounsel and independent public accountants for the Company, fees and expensesincurred in connection with complying with state securities or “blue sky” laws,fees of the NASD, transfer taxes, fees of transfer agents and registrars andfees of, and disbursements incurred by, one counsel for the Holders (not toexceed $10,000), are called “Registration Expenses”. The Company shallonly be responsible for all Registration Expenses.

                    (f)Indemnification.

                              (i) In the event of any registration of Registrable Securities under the SecuritiesAct pursuant to this Agreement, the Company will indemnify and hold harmlessthe Purchaser, and its officers, directors and each other person, if any, whocontrols the Purchaser within the meaning of the Securities Act, against anylosses, claims, damages or liabilities, joint or several, to which thePurchaser, or such persons may become subject under the Securities Act orotherwise, insofar as such losses, claims, damages or liabilities (or actionsin respect thereof) are based on third party or governmental or regulatoryclaims or proceedings and arise out of or are (i) based upon any violation bythe Company of any applicable federal or state securities laws, (ii) based uponany untrue statement or alleged untrue statement of any material fact containedin any Registration Statement under which such Registrable Securities wereregistered under the Securities Act pursuant to this Agreement, any preliminaryProspectus or final 

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Prospectus contained therein, or any amendment orsupplement thereof, or (iii) arise out of or are based upon the omission oralleged omission to state therein a material fact required to be stated thereinor necessary to make the statements therein not misleading; and will reimbursethe Purchaser, and each such person for any reasonable legal or other expensesincurred by them in connection with investigating or defending any such loss,claim, damage, liability or action; provided, however, that the Company willnot be liable in any such case if and to the extent that any such loss, claim,damage or liability arises out of or is based upon an untrue statement oralleged untrue statement or omission or alleged omission so made in conformitywith information furnished by or on behalf of the Purchaser or any such personin writing specifically for use in any such document.

                              (ii) In the event of a registration of the Registrable Securities under theSecurities Act pursuant to this Agreement, the Purchaser will indemnify andhold harmless the Company, and its officers, directors and each other person,if any, who controls the Company within the meaning of the Securities Act,against all losses, claims, damages or liabilities, joint or several, to whichthe Company or such persons may become subject under the Securities Act orotherwise, insofar as such losses, claims, damages or liabilities (or actionsin respect thereof) are based on third party or governmental or regulatoryclaims or proceedings and arise out of or are based upon any untrue statementor alleged untrue statement of any material fact which was furnished in writingby the Purchaser to the Company expressly for use in (and such information iscontained in) the Registration Statement under which such RegistrableSecurities were registered under the Securities Act pursuant to this Agreement,any preliminary Prospectus or final Prospectus contained therein, or anyamendment or supplement thereof, or arise out of or are based upon the omissionor alleged omission to state therein a material fact required to be statedtherein or necessary to make the statements therein not misleading, and willreimburse the Company and each such person for any reasonable legal or otherexpenses incurred by them in connection with investigating or defending anysuch loss, claim, damage, liability or action, provided, however, that thePurchaser will be liable in any such case if and only to the extent that anysuch loss, claim, damage or liability arises out of or is based upon an untruestatement or alleged untrue statement or omission or alleged omission so madein conformity with information furnished in writing to the Company by or onbehalf of the Purchaser specifically for use in any such document.Notwithstanding the provisions of this paragraph, the Purchaser shall not berequired to indemnify any person or entity in excess of the amount of theaggregate net proceeds received by the Purchaser in respect of RegistrableSecurities in connection with any such registration under the Securities Act.

                              (iii) Promptly after receipt by a party entitled to claim indemnificationhereunder (an “Indemnified Party”) of notice of the commencement of anyaction, such Indemnified Party shall, if a claim for indemnification in respectthereof is to be made against a party hereto obligated to indemnify suchIndemnified Party (an “Indemnifying Party”), notify the IndemnifyingParty in writing thereof, but the omission so to notify the Indemnifying Partyshall not relieve it from any liability which it may have to such IndemnifiedParty other than under this Section 2(f) and shall only relieve it from anyliability which it may have to such Indemnified Party under this Section 2(f)if and to the extent the Indemnifying Party is prejudiced by such omission. Incase any such action shall be brought against any Indemnified Party and itshall notify the Indemnifying Party of the commencement thereof, theIndemnifying Party shall be entitled to participate in and, to the extent itshall wish, to assume and undertake

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the defense thereof with counsel satisfactory to suchIndemnified Party, and, after notice from the Indemnifying Party to suchIndemnified Party of its election so to assume and undertake the defensethereof, the Indemnifying Party shall not be liable to such Indemnified Partyunder this Section 2(f) for any legal expenses subsequently incurred by suchIndemnified Party in connection with the defense thereof; if the IndemnifiedParty retains its own counsel, then the Indemnified Party shall pay all fees,costs and expenses of such counsel, provided, however, that, if the defendantsin any such action include both the indemnified party and the IndemnifyingParty and the Indemnified Party shall have reasonably concluded that there maybe reasonable defenses available to it which are different from or additionalto those available to the Indemnifying Party or if the interests of theIndemnified Party reasonably may be deemed to conflict with the interests ofthe Indemnifying Party, the Indemnified Party shall have the right to selectone separate counsel and to assume such legal defenses and otherwise toparticipate in the defense of such action, with the reasonable expenses andfees of such separate counsel and other expenses related to such participationto be reimbursed by the Indemnifying Party as incurred. 

                              (iv) In order to provide for just and equitable contribution in the event ofjoint liability under the Securities Act in any case in which either (i) thePurchaser, or any officer, director or controlling person of the Purchaser, makesa claim for indemnification pursuant to this Section 2(f) but it is judiciallydetermined (by the entry of a final judgment or decree by a court of competentjurisdiction and the expiration of time to appeal or the denial of the lastright of appeal) that such indemnification may not be enforced in such casenotwithstanding the fact that this Section 2(f) provides for indemnification insuch case, or (ii) contribution under the Securities Act may be required on thepart of the Purchaser or such officer, director or controlling person of thePurchaser in circumstances for which indemnification is provided under thisSection 2(f); then, and in each such case, the Company and the Purchaser willcontribute to the aggregate losses, claims, damages or liabilities to whichthey may be subject (after contribution from others) in such proportion so thatthe Purchaser is responsible only for the portion represented by the percentagethat the public offering price of its securities offered by the RegistrationStatement bears to the public offering price of all securities offered by suchRegistration Statement, provided, however, that, in any such case, (1) thePurchaser will not be required to contribute any amount in excess of the publicoffering price of all such securities offered by it pursuant to suchRegistration Statement; and (2) no person or entity guilty of fraudulentmisrepresentation (within the meaning of Section 10(f) of the Securities Act)will be entitled to contribution from any person or entity who was not guiltyof such fraudulent misrepresentation.

          3.Lock-Up; Securities Law Restrictions and Other Restrictions on Transfer.

                    (a)Lock-Up Agreement. Until 36 months following the Closing (the “RestrictedPeriod”), without the express written consent of the Company (which consentmay be withheld or conditioned in the Company’s sole and absolute discretion),no Purchaser shall, directly or indirectly, sell, offer to sell, contract tosell, grant an option to purchase, pledge, assign or make any other dispositionor transfer of any shares of Covered Series B Shares, Warrants, any shares ofCommon Stock of the Company issued upon exercise or conversion thereof or anyshares of Common Stock of the Company paid as a dividend on shares of Series BPreferred Stock (collectively, the “Restricted Securities”). Followingthe expiration of the Restricted Period and until all of the Series B PreferredStock has been redeemed or converted 

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into Common Stock, a Purchaser may sell shares ofCommon Stock only to the extent such sales are made in accordance with thevolume limitations set forth in Rule 144(e) of the General Rules andRegulations under the Securities Act. Notwithstanding anything herein or in theSeries B Certificate to the contrary, without the express written consent ofthe Company (which consent may be withheld or conditioned in the Company’s soleand absolute discretion), the Purchaser shall not convert any shares of SeriesB Preferred Stock, or exercise any Warrants, into shares of Common Stock untilthe expiration of the Restricted Period. 

                    (b)Securities Law Restrictions; Legends; Stop Transfer Orders.Notwithstanding anything to the contrary contained in this Agreement, theSeries B Certificate or the Warrants, the Parties acknowledge and agree that(i) Warrant Shares or shares of Common Stock acquired upon exercise of theSeries B Preferred Stock conversion rights which are not registered under theSecurities Act shall be subject to restrictions on transfer and as required byapplicable state and/or federal securities laws and such shares of Common Stockshall bear a legend referring to the restrictions and limitations of thisAgreement and applicable federal or state securities laws, (ii) the Company mayplace appropriate legends on any certificates representing the Warrants, theCovered Series B Shares, Warrant Shares or shares of Common Stock issued uponconversion of the Covered Series B Shares reflecting the restrictions andlimitations of this Agreement and may impose stop transfer instructions toimplement such restrictions and limitations, (iii) unless otherwise expresslyagreed to in writing by the Company, no Covered Series B Shares or Warrantsthat are subject to this Agreement may be transferred, sold or assigned to anyparty (and any such transfer, sale or assignment shall be void *ab initio*) unless and until the transfereeor assignee agrees in writing to be bound by the terms of this Agreement and(iv) any transferee of the Covered Series B Shares or Warrants that are subjectto this Agreement shall not be entitled to any portion of the RepurchasePremium payable pursuant to Section 4(f). 

          4.Repurchase of Series B Preferred Stock.

                    (a)Permissive Repurchase by Company. At any time after the Closing, theCompany may repurchase for cash, at the Series B Repurchase Price then ineffect, all or any portion of the Series B Preferred Stock issued to Purchasersat the Closing (and any replacement certificates therefor or additional sharesof Series B Preferred Stock issued as a result of stock splits, combinations orsimilar events) (collectively the “Covered Series B Shares”) at any timeupon delivery of a Repurchase Notice to the holders of such Covered Series BShares (the “Series B Holders”) no less than thirty (30) days prior tosuch repurchase. Any such repurchase shall be made from all Series B Holders ona pro rata basis so that the percentage that the repurchased shares representof the total number of Covered Series B Shares owned by each such holder shallbe identical. Any Repurchase Notice delivered pursuant to this Agreement shallcontain and be deemed to constitute an irrevocable offer by the Company topurchase from the Series B Holders the number of Covered Series B Shares thatare the subject of such Repurchase Notice.

                    (b)Repurchase Procedures. At least thirty (30) days prior to the date ofany repurchase pursuant to Section 4(a) above, the Company shall mail writtennotice, first class postage prepaid, to each holder of record (at the close ofbusiness on the business day next preceding the day on which notice is given)of the Covered Series B Shares, at the address last shown on the records of theCompany for such holder, notifying such holder of the repurchase to

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be effected, specifying the number of shares to berepurchased from such holder, the applicable date of repurchase (the “RepurchaseDate”), the Series B Repurchase Price then in effect, the amount of theRepurchase Premium payable, if any, the place at which payment may be obtainedand calling upon such holder to surrender to the Company or its designee, inthe manner and at the place designated, his or its certificate or certificatesrepresenting the shares to be repurchased (the “Repurchase Notice”). Except as provided in Section 4(g), on or after the Repurchase Date, eachholder of Covered Series B Shares to be repurchased shall surrender to theCompany or its designee the certificate or certificates representing such shares(or a form of indemnity for lost certificate in a form and substance reasonablyacceptable to the Company), in the manner and at the place designated in theRepurchase Notice, and thereupon the Series B Repurchase Price of such sharesthen in effect shall be payable to the order of the person whose name appearson such certificate or certificates as the owner thereof and each surrenderedcertificate shall be cancelled (or, to the extent applicable, transferred andassigned in accordance with Section 4(g) below). In the event less than all theshares represented by any such certificate are repurchased (or transferred inaccordance with Section 4(g) below), the Company shall issue to such holder anew certificate representing the portion of the shares not repurchased.

                    (c)Termination of Rights as Stockholder Upon Payment or Deposit of Series BRepurchase Price. Upon payment of the Series B Repurchase Price (or depositof the Series B Repurchase Price in accordance with the provisions of Section4(d) below) with respect to such shares, all rights of the holders of CoveredSeries B Shares designated for repurchase in the Repurchase Notice as holdersof Series B Preferred Stock (except the right to receive the Series BRepurchase Price and, if applicable, the Repurchase Premium, without interestupon surrender of their certificate or certificates) shall cease with respectto such shares, and, except as contemplated by Section 4(g) below, such sharesshall not thereafter be transferred on the books of the Company or be deemed tobe outstanding for any purpose whatsoever. The Covered Series B Shares notrepurchased shall remain outstanding and entitled to all the rights andpreferences of shares of Series B Preferred Stock as set forth in the Series BCertificate including the continued accrual of dividends and RepurchasePremium, if applicable. 

                    (d)Deposit of Series B Repurchase Price by Company. On or prior to eachRepurchase Date on which the Company repurchases shares of Series B PreferredStock in accordance with this Agreement, the Company may deposit the aggregateSeries B Repurchase Price for all shares of Series B Preferred Stock designatedfor repurchase in the Repurchase Notice and not yet repurchased, together withthe aggregate amount of any Repurchase Premium payable in respect thereof, witha bank or trust corporation as a trust fund for the benefit of the respectiveholders of the shares designated for repurchase and not yet repurchased, withirrevocable instructions and authority to the bank or trust corporation to paythe applicable Series B Repurchase Price for such shares, together with anyapplicable Repurchase Premium, to the respective holders on or after theRepurchase Date upon receipt of notification from the Company that such holderhas surrendered such shareholder’s share certificate to the Company pursuant toSection 4(b) above. As of the Repurchase Date, the deposit of the applicableSeries B Repurchase Price, together with any applicable Repurchase Premium,shall constitute full payment for such shares to their holders, and from andafter the Repurchase Date the shares so called for repurchase shall berepurchased and shall be deemed to be no longer outstanding, and the holdersthereof shall cease to be stockholders with respect to such shares and shallhave no 

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rights with respect thereto except the right toreceive from the bank or trust corporation payment of the applicable Series BRepurchase Price for the shares, together with any applicable RepurchasePremium, without interest, upon surrender of their certificates therefor. Thebalance of any moneys deposited by the Company pursuant to this Section 4(d)remaining unclaimed at the expiration of one (1) year following the RepurchaseDate shall thereafter be returned to the Company upon its request expressed ina resolution of its Board of Directors.                            

                    (e)Series B Repurchase Price. Notwithstanding anything to the contrarycontained in this Agreement or the Series B Certificate, the repurchase pricefor any repurchase of shares contemplated by this Section 4 (including sharessold to a Designated Purchaser pursuant to Section 4(g) below) shall equal theSeries B Repurchase Price in effect as of the Repurchase Date.

                    (f)Repurchase Premiums. In addition to any dividends payable with respectto outstanding shares of Series B Preferred Stock, the holders of the CoveredSeries B Shares shall be entitled to receive and the Company shall pay theamounts set forth in this Section 4(f) (the “Repurchase Premium”) incash or, at the Company’s option, in shares of Series B Preferred Stock (valuedat the Original Issue Price). The amount of the Repurchase Premium shall accruequarterly and, if not paid before the third anniversary of the Closing, theaggregate amount of such accrued Repurchase Premium shall be paid on the thirdanniversary of the Closing (or, if not a business day, on the next businessday).

                              (i) From the Closing until the first anniversary of the Closing, the amount ofRepurchase Premium for such one year period (which shall accrue quarterlyduring such period) shall be equal to (1) 8% of the aggregate Original IssuePrice of the Covered Series B Shares held by such Purchaser on such date, minus(2) the annual dividend applicable to the Series B Preferred Stock during theone year period immediately following the Closing;

                              (ii) From the first business day following the first anniversary of the Closinguntil the second anniversary of the Closing, the amount of Repurchase Premiumduring such one year period (which shall accrue quarterly during such period)shall be equal to (1) 14% of the aggregate Original Issue Price of the CoveredSeries B Shares held by such Purchaser on such date, minus (2) the annualdividend applicable to the Series B Preferred Stock during the period set forthin Section 4(f)(i); and

                              (iii) From the first business day following the second anniversary of theClosing, the amount of the Repurchase Premium during such period (which shallaccrue quarterly during such period) shall be equal to (1) 20% of the aggregateOriginal Issue Price of the Covered Series B Shares held by such Purchaser onsuch date, minus (2) the annual dividend applicable to the Series B PreferredStock during the period set forth in Section 4(f)(ii).

                    (g)Right to Designate Repurchasing Party. Notwithstanding anything to thecontrary contained in this Agreement, in the event the Company elects torepurchase any shares of Series B Preferred Stock pursuant to the provisions ofthis Section 4, the Company shall have the right, but not the obligation, todesignate one or more persons or entities (which may, but need not be,affiliates of the Company) to acquire the shares subject to such repurchase (a

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“Designated Purchaser”) in cash at theapplicable Series B Repurchase Price, together with any applicable accrued butunpaid Repurchase Premium, within the repurchase period required by thisAgreement. In the event the Company desires to name a Designated Purchaser forany repurchase, (i) the Repurchase Notice shall indicate that a DesignatedPurchaser(s) has been named and shall provide the Series B Holders the transactiondocuments that the Company deems reasonably necessary to effect the sale andtransfer of the shares to the Designated Purchaser, (ii) all requisiteregulatory approvals or other consents required to be obtained prior to thesale to the Designated Purchaser must be obtained prior to the applicableRepurchase Date, (iii) the Designated Purchaser and applicable transactiondocuments must be approved by holders of a majority of the Series B PreferredStock being repurchased, which approval shall not be unreasonably withheld andwhich approval shall be deemed given upon acceptance by the Series B PreferredStockholders in question of the Series B Repurchase Price from the DesignatedPurchaser, (iv) the Series B Holders shall transfer, sell, and assign the sharesof Series B Preferred Stock in question to the Designated Purchaser and, inconnection therewith, shall execute and deliver such documents and certificatesand take such other actions as the Company may reasonably require in order toeffect such transfer, sale and assignment; provided, however, that suchdocuments shall not provide for any representations or warranties as to theCompany or its business, and shall not provide for any indemnificationobligations or other liabilities of any Series B Holder other than thosearising from a breach by such Series B Holder of such Series B Holder’srepresentations and warranties regarding the ownership of and right to transferand sell the shares in question. The failure of a Designated Purchaser topurchase any shares of Series B Preferred Stock shall not relieve the Companyfrom its obligations to repurchase the Series B Preferred Stock in accordancewith the terms of this Agreement.

                    (h)Termination of Certain Provisions Upon Transfer or Sale. Notwithstandinganything to the contrary set forth in this Agreement, in the event that any ofthe Covered Series B Shares are converted into shares of Common Stock, theprovisions of Section 4(f) of this Agreement regarding payment of RepurchasePremiums shall terminate and shall no longer apply to the shares of Series BPreferred Stock that are so converted.

          5.[Intentionally Omitted]

          6.Access to Information. The Company will permit any representativesdesignated by holders of a majority of the outstanding Series B Preferred Stockheld by Purchasers, upon reasonable notice and during normal business hours, atsuch person’s expense and accompanied by a representative of the Company, todiscuss the affairs, finances and accounts of the Company and its subsidiarieswith the officers of the Company and management of USM. Notwithstanding theforegoing, the Company will not provide any material, non-public information toany Purchaser or its representatives unless the Purchaser and suchrepresentatives sign a confidentiality agreement, in a form reasonablyacceptable to the Company, and otherwise agrees to comply with the provisionsof Regulation FD and other applicable federal and state securities lawsregulating the disclosure and use of material non-public information. Theprovisions of this Section 6 shall terminate at such time as the number ofshares of Series B Preferred Stock owned by Purchasers is less than 20% of thetotal number of Covered Series B Shares.

          7.Miscellaneous.

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                    (a)Amendments and Waivers. The provisions of this Agreement, including theprovisions of this sentence, may not be amended, modified or supplemented, andwaivers or consents to departures from the provisions hereof may not be givenunless the same shall be in writing and signed by the Company and holders of atleast 50% of the Covered Series B Shares then outstanding. Notwithstanding theforegoing, a waiver or consent to depart from the provisions hereof withrespect to a matter that relates exclusively to the rights of certain Holdersthat does not directly or indirectly adversely affect the rights of otherHolders may be given by holders of at least a majority of affected Series BPreferred Stock or Warrants; provided, however, that the provisions of thissentence may not be amended, modified, or supplemented except in accordancewith the provisions of the immediately preceding sentence.

                    (b)Notices. Any notice or request hereunder may be given to the Company orthe Purchaser at the respective addresses set forth below or as may hereafterbe specified in a notice designated as a change of address under this Section7(b). Any notice or request hereunder shall be given by registered or certifiedmail, return receipt requested, hand delivery, overnight mail, Federal Expressor other national overnight next day carrier (collectively, “Courier”) or telecopy (confirmed by mail). Notices and requests shall be, in the case ofthose by hand delivery, deemed to have been given when delivered to any partyto whom it is addressed, in the case of those by mail or overnight mail, deemedto have been given three (3) business days after the date when deposited in themail or with the overnight mail carrier, in the case of a Courier, the nextbusiness day following timely delivery of the package with the Courier, and, inthe case of a telecopy, when confirmed. The address for such notices andcommunications shall be as follows:

 

 

 

 

*If to  the Company:*

Sunset Brands, Inc.