PREMIER CONCEPTS INC /CO/, SB-2, 1996-07-25

PREMIER CONCEPTS INC /CO/
SB-2, 1996-07-25
LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES)

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<PAGE>

As filed with the Securities and Exchange Commission on ______________, 1996.
Registration No. _________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________

FORM SB-2

REGISTRATION STATEMENT
UNDER
SECURITIES ACT OF 1933
_________________

PREMIER CONCEPTS, INC.
----------------------
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

<TABLE>
<S> <C> <C>
COLORADO 5699 84-1186026
- ------------------------------- ---------------------------- ----------------------
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>

3033 S. Parker Road, Suite 120
Aurora, Colorado 80014
(303) 338-1800
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(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

Sissel B. Greenberg, President
3033 S. Parker Road, Suite 120
Aurora, Colorado 80014
(303) 338-1800
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(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER OF AGENT FOR SERVICE OF PROCESS)

Copies to:
_________________

Clifford L. Neuman, Esq. Samuel E. Wing, Esq.
Nathan L. Stone, Esq. Jones & Keller, P.C.
Neuman & Cobb 1625 Broadway
1507 Pine Street Denver, Colorado 80202
Boulder, Colorado 80302 (303) 573-1600
(303) 449-2100

_________________

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
As soon as practicable after the effective date of the Registration Statement.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. /X/

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /

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<PAGE>

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
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Proposed Proposed
Title of Each Class Amount Maximum Maximum Amount of
of Securities to be To be Offering Price Aggregate Registration
Registered Registered Per Share (1)(2) Offering Price (1)(2) Fee
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------
Common Stock, $.002 par value (3) 1,150,000 $3.75 $4,312,500 $1,487.07
- -----------------------------------------------------------------------------------------------------------
Class A Common Stock Purchase
Warrants (4) 1,150,000 $.15 $172,500 $59.48
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Common Stock, $.002 Par Value,
Underlying A Warrants (5) 575,000 $5.625 $3,234,375 $1,115.30
- -----------------------------------------------------------------------------------------------------------
Representative's Common Stock,
$.002 par value (6) 100,000 $4.50 $450,000 $155.17
- -----------------------------------------------------------------------------------------------------------
Representative's Class A Warrants (7) 100,000 $.18 $18,000 $6.21
- -----------------------------------------------------------------------------------------------------------
Common Stock, $.002 par value (8) 50,000 $5.625 $281,250 $96.98
- -----------------------------------------------------------------------------------------------------------
Common Stock, $.002 par value (9) 102,041 $3.125 (11) $318,878 $109.96
- -----------------------------------------------------------------------------------------------------------
Class A Common Stock Purchase
Warrants(10) 83,334 $.15 $12,500 $4.31
- -----------------------------------------------------------------------------------------------------------
Common Stock, $.002 Par Value (12) 41,667 $5.625 $234,377 $80.82
- -----------------------------------------------------------------------------------------------------------
TOTAL: $9,034,380 $3,116
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
</TABLE>

(1) Pursuant to Rule 416, the Registration Statement also relates to an
indeterminate number of additional shares of Common Stock issuable upon
the exercise of warrants pursuant to anti-dilution provisions contained
therein, which shares of Common Stock are registered hereunder.

(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.

(3) Consists of Common Stock offered in the offering and issuable upon exercise
of the Underwriters' Over-Allotment Option.

(4) Consists of Class A Warrants offered in the offering and Class A Warrants
issuable upon exercise of the Underwriters' Over-Allotment Option.

(5) Consists of shares of Common Stock issuable upon exercise of the Class A
Common Stock Purchase Warrants, including the Warrants issuable upon
exercise of the Underwriters' Over-Allotment Option.

(6) Consists of Common Stock issuable upon exercise of the Representative's
Share Options.

(7) Consists of Class A Warrants issuable upon exercise of the Representative's
Warrant Options.

-ii-
<PAGE>

(8) Consists of Common Stock issuable upon exercise of the Class A Warrants
issuable upon exercise of the Representative's Warrants.

(9) Consists of Common Stock offered by the Selling Shareholders.

(10) Consists of Class A Warrants reoffered by certain Selling Shareholders.

(11) Based upon the average bid and ask prices of the Common Stock being offered
by the Selling Shareholders in accordance with Rule 457(c).

(12) Consists of Common Stock issuable upon exercise of the Class A Warrants
reoffered by the Selling Shareholders.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

-iii-
<PAGE>

EXPLANATORY NOTE

This Registration Statement contains two forms of prospectus; one to be
used in connection with the Offering of up to 1,000,000 Shares of the
Company's $.002 par value Common Stock ("Shares") and 1,000,000 Class A
Warrants ("A Warrants") ("Offering Prospectus"), and one to be used in
connection with the sale of Common Stock by certain selling shareholders (the
"Selling Shareholders' Prospectus"). The Offering Prospectus and the Selling
Shareholders' Prospectus will be identical in all respects except for the
alternate pages for the Selling Shareholders' Prospectus included herein and
labeled "Alternate Page for Selling Shareholders' Prospectus."

-iv-
<PAGE>

PREMIER CONCEPTS, INC.

CROSS-REFERENCE INDEX

<TABLE>
<CAPTION>
Item No. and Heading Location
In Form SB-2 in Prospectus
Registration Statement --------------
-------------------------
<S> <C>
1. Forepart of the Registration Statement Forepart of Registration Statement and
and Outside Front Cover Page of Prospectus Outside Front Cover Page of Prospectus

2. Inside Front and Outside Back Cover Pages Inside Front and Outside Back Cover
of Prospectus Pages of Prospectus

3. Summary and Risk Factors Prospectus Summary; Risk Factors

4. Use of Proceeds Use of Proceeds

5. Determination of Offering Price Front Cover Page; Underwriting

6. Dilution Dilution

7. Selling Securityholders Selling Shareholder Prospectus -- Selling
Shareholders and Plan of Distribution

8. Plan of Distribution Underwriting; Selling Shareholder Prospectus --
Selling Shareholders and Plan of Distribution

9. Legal Proceedings Legal Proceedings

10. Directors, Executive Officers, Promoters Management
and Controlling Persons

11. Security Ownership of Certain Beneficial Security Ownership of Management and
Owners and Management Principal Shareholders

12. Description of Securities Description of Securities

13. Interest of Named Experts and Counsel Legal Matters; Experts

14. Disclosure of SEC Position on Management - Indemnification and
Indemnification for Securities Act Limitation on Liability of Directors
Liabilities
</TABLE>

-v-
<PAGE>

<TABLE>
<S> <C>
15. Organization Within Last Five Years The Company; Business - Overview

16. Description of Business Prospectus Summary; Risk Factors;
Business

17. Management's Discussion and Analysis or Management's Discussion and Analysis
Plan of Operation of Financial Condition and Results of
Operations; Financial Statements Business

18. Description of Property Business

19. Certain Relationships and Related Certain Transactions
Transactions

20. Market for Common Equity and Related Market for Common Stock
Stockholder Matters

21. Executive Compensation Management - Executive
Compensation

22. Financial Statements Financial Statements

23. Changes in and Disagreements with Accountants Business - Changes in Independent
on Accounting and Financial Disclosure Public Accountants

</TABLE>

-vi-

<PAGE>
SUBJECT TO COMPLETION, DATED ___________, 1996

PROSPECTUS

PREMIER CONCEPTS, INC.

1,000,000 SHARES OF COMMON STOCK
1,000,000 CLASS A COMMON STOCK PURCHASE WARRANTS

Premier Concepts, Inc. (the "Company") is offering 1,000,000 shares of
Common Stock and 1,000,000 Class A Common Stock Purchase Warrants ("Warrants"),
which must be purchased together in this offering on the basis of one share of
Common Stock and one Warrant. The Common Stock and Warrants will trade
separately thereafter. Two Warrants entitle the holder to purchase one share of
Common Stock at a price of $__________ ("Warrant Exercise Price") during the
three-year period commencing on the date of this Prospectus and the Warrants may
be redeemed by the Company under certain circumstances. See "Description of
Securities."

It is currently anticipated that the offering prices of the Common Stock
and Warrants will be between $_____ and $_____ per share for the Common Stock
and between $_____ and $_____ per Warrant. For a discussion of the factors
considered in determining the initial public offering prices, see
"Underwriting."

Although the Company is a publicly-held corporation, the present market for
its Common Stock is limited and sporadic. On _______________, 1996, the closing
bid and ask prices of the Common Stock on the Electronic Bulletin Board System
under the trading symbol PMRCA were $______ and $_______, respectively, as
adjusted as a one-for-five split effective the date of this Prospectus. There
is presently no trading market for the Warrants. Application has been made to
have the Common Stock and Warrants approved for quotation on the Nasdaq SmallCap
Market under the symbols "FAUX" and "FAUXW," respectively, subject to completion
of this offering.

Concurrently with the commencement of this offering, 102,041 shares of
Common Stock and 83,334 Warrants may be offered by certain Selling
Shareholders subject to certain contractual and prospectus delivery
requirements.

THIS OFFERING INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" AT PAGE 9.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

<PAGE>

Price to Underwriting Proceeds to
Public Discount (1) Company (2)
-------- ------------- -----------
Per Share................... $ $ $
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Per Warrant................. $ $ $
- ---------------------------------------------------------------------------
Total (3) $ $ $
- ---------------------------------------------------------------------------

(1) The Company has agreed to pay the Representative of the Underwriters (the
"Representative") a non-accountable expense allowance and to issue options
to the Representative to acquire the Representative's Securities (as
defined herein). The Company also has agreed to indemnify the Underwriters
against certain liabilities, including liabilities under the Securities Act
of 1933, as amended (the "Securities Act"). See "Underwriting."

(2) Before deducting offering expenses payable by the Company of approximately
$250,000 including the non-accountable expense allowance to the
Representative. See "Underwriting."

(3) The Company has granted the Underwriters options for 45 days from the date
of this Prospectus to purchase up to an additional 150,000 shares of Common
Stock and/or 150,000 Warrants on the same terms as set forth above solely
to cover over-allotments, if any. If the over-allotment options are
exercised in full, the total Price to Public, Underwriting Discount and
Proceeds to Company will be $_____, $_____ and $_____, respectively. See
"Underwriting."

The Common Stock and Warrants are being offered severally by the
Underwriters, on a firm commitment basis, subject to prior sale, when, as and if
delivered to and accepted by the Underwriters, and subject to their right to
reject any order, in whole or in part, and certain other conditions. It is
expected that delivery of the certificates representing the Common Stock and
Warrants will be made on or about _______________, 1996.

COHIG & ASSOCIATES, INC.

The date of this Prospectus is ______________, 1996.

<PAGE>

[Alternate page for Selling Shareholders' Prospectus]

PROSPECTUS

PREMIER CONCEPTS, INC.

102,041 SHARES COMMON STOCK
83,334 CLASS A COMMON STOCK PURCHASE WARRANTS

This Prospectus relates to the offer and sale of 102,041 shares of Common
Stock, $.002 par value ("Common Stock") and 83,334 Class A Common Stock
Purchase Warrants ("Warrants") of Premier Concepts, Inc.("Premier" or the
"Company") being sold by certain shareholders (the "Selling Shareholders"). See
"Selling Shareholders and Plan of Distribution." The Company will not receive
any of the proceeds from the sales of the Common Stock or Warrants by the
Selling Shareholders.

The Selling Shareholders may be deemed to be "underwriters" as defined in
the Securities Act of 1933 (the "Securities Act"). If any broker-dealers are
used by the Selling Shareholders, any commissions paid to broker-dealers and, if
broker-dealers purchase any securities as principals, any profits received by
such broker-dealers on the resales of the securities may be deemed to be
underwriting discounts or commissions under the Securities Act. In addition,
any profits realized by the Selling Shareholders may be deemed to be
underwriting commissions. All costs, expenses and fees in connection with the
registration of the securities offered by Selling Shareholders will be borne by
the Company. Brokerage commissions, if any, attributable to the sale of the
securities will be borne by the Selling Shareholders. The Company has agreed to
indemnify the Selling Shareholders against certain liabilities, including
liabilities under the Securities Act.

The Common Stock and Warrants offered by this Prospectus may be sold
from time to time by the Selling Shareholders, or by transferees, commencing
the date of this Prospectus based upon prevailing market conditions for the
Company's Common Stock, subject to a six-month lock-up requiring the consent
of Cohig & Associates, Inc., as Representative of the Underwriters in the
concurrent offering. Such consent must be obtained in writing by the Selling
Shareholders prior to effecting any sales of the Common Stock. No
underwriting arrangements have been entered into by the Selling Shareholders.
The distribution of the Selling Shareholders' Common Stock by the Selling
Shareholders may be effected in one or more transactions that may take place
on the over-the-counter market, including ordinary broker's transactions,
privately-negotiated transactions or through sales to one or more dealers for
resale of such shares as principals, at market prices prevailing at the time
of sale, at prices related to such prevailing market prices or negotiated
prices. Usual and customary or specifically negotiated brokerage fees or
commissions may be paid by the Selling Shareholders in connection with the
sales of the Selling Shareholders' securities. See "Selling Shareholders and
Plan of Distribution."

Concurrently with the commencement of this offering (the "Selling
Shareholders' Offering"), the Company is offering, by separate Prospectus
1,000,000 shares of Common Stock and 1,000,000 Warrants through Cohig &
Associates, Inc., as Representative of the Underwriters.

<PAGE>
[Alternate page for Selling Shareholders' Prospectus]

Although the Company is a publicly-held corporation, the present market for
the Common Stock is limited and sporadic. On _______________, 1996, the closing
bid and ask prices of the Common Stock on the Electronic Bulletin Board System
under the symbol PMRCA were $________ and $_________, respectively, as adjusted
for a one-for-five reverse split effective the date of this Prospectus. There
is presently no trading market for the Warrants. See "Certain Market
Information." Application has been made to have the Common Stock and Warrants
approved for quotation on the Nasdaq SmallCap Market under the symbols "FAUX"
and "FAUXW," respectively, subject to completion of the offering by the Company.

THIS OFFERING INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" AT PAGE
9.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

The date of this Prospectus is _______________, 1996.

-2-

<PAGE>

PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION AND FINANCIAL STATEMENTS, INCLUDING THE RELATED NOTES THERETO,
APPEARING ELSEWHERE IN THIS PROSPECTUS. UNLESS OTHERWISE INDICATED, ALL
INFORMATION WITH REGARD TO THE COMMON STOCK OF THE COMPANY IN THIS PROSPECTUS,
INCLUDING SHARE AND PER SHARE INFORMATION, GIVES EFFECT TO (i) A ONE-FOR-FIVE
(1-FOR-5) REVERSE STOCK SPLIT EFFECTED BY THE COMPANY ON THE DATE OF THIS
PROSPECTUS, AND (ii) THE CONVERSION OF 416,670 (PRE-SPLIT) SHARES OF SERIES A
CONVERTIBLE PREFERRED STOCK INTO 102,041 SHARES OF COMMON STOCK.

THE COMPANY

Premier Concepts, Inc., a Colorado corporation ("Premier" or the
"Company"), operating under the name "Impostors," is one of the nation's largest
specialty chain retailers of faux jewelry. Specializing in the marketing
and retailing of high-end fashion and reproduction jewelry that has the
appearance, but not the cost, of fine jewelry, the Company sells products that
emulate fine jewelry and classic pieces originally designed by famous jewelers
such as Tiffany & Co.-Registered Trademark-, Cartier-Registered Trademark-,
Bulgari-Registered Trademark- and Harry Winston. The Company's product line
also includes replicas of jewelry owned by Princess Diana, The Duchess of
Windsor, Elizabeth Taylor and other celebrities. The Company's faux jewelry is
created with layered gold, cubic zirconia and Austrian crystal to simulate the
look of fine jewelry. Also, the Company offers an extensive collection of 14
karat gold jewelry with synthetic stones. In June 1996, the Company introduced
a new collection of genuine sterling silver featuring semi-precious and
synthetic stones. The Company's products are purchased principally from several
domestic vendors and from vendors in China, England, Hong Kong, Italy, Korea,
Spain, Taiwan and Thailand.

The 26 currently operating Impostors retail stores are designed to match
the elegant look of the Company's products and to provide customers with the
feeling of shopping in an upscale, fine jewelry environment. The Company's
stores are located in shopping malls and tourist locations. Currently, the
Company has stores in Southern California, Northern California, the states of
Arizona, Louisiana, Missouri and Washington and in the Washington, D.C. area.
In addition, the Company has entered into a lease to open a retail store in the
Park Meadows shopping mall in the Denver metropolitan area, which is scheduled
to open in September 1996. The largest and most visible store is located in the
prime retail area of San Francisco's Union Square.

The Company believes that it has an opportunity to become a leader in the
specialty retailing segment of the national and international market for faux
and reproduction jewelry and related accessory items through a combination of
internal growth and acquisitions. Its plans include expansion of retail store
locations, development of new marketing channels including multimedia and direct
mail, and the marketing of its high-end jewelry reproductions and store concept
internationally through licensing and distribution arrangements.

The Company maintains its principal executive offices at 3033 S. Parker
Road, Suite 120, Aurora, Colorado 80014, where its telephone number is (303)
338-1800.
-3-

<PAGE>

THE OFFERING

Securities offered by the Company. . . . . 1,000,000 shares of Common Stock
and 1,000,000 Warrants. Two
Warrants will entitle the holder to
purchase one share of Common Stock
at the Warrant Exercise Price
during the three-year period
commencing on the date of this
Prospectus. The Warrants will be
redeemable under certain
circumstances. See "Description of
Securities."

Common Stock outstanding before offering . 748,939 shares (1)(2)

Common Stock outstanding after offering. . 1,748,939 shares (1)(2)(3)

Use of proceeds. . . . . . . . . . . . . . To lease, equip and stock with
inventory new retail locations, to
remodel existing store locations,
to develop new marketing channels,
and for debt reduction and working
capital. See "Use of Proceeds."

Proposed NASDAQ symbols:
Common Stock. . . . . . . . . . . . . "FAUX"
Warrants. . . . . . . . . . . . . . . "FAUXW"
___________________________

(1) Does not include (i) 130,000 shares of Common Stock reserved for issuance
upon exercise of options granted under the Company's 1993 Stock Incentive
Plan, or an additional 100,000 shares of Common Stock which the Board of
Directors has approved to be added to the Plan, subject to shareholder
approval, 133,000 of which are subject to outstanding and unexercised
options having a weighted average exercise price of $2.25 per share, and of
which 40,000 options are subject to future vesting, (ii) 92,750 shares of
Common Stock reserved for issuance upon exercise of outstanding Class C
Common Stock Purchase Warrants ("C Warrants") at a price of $10.00 per
share, (iii) 37,000 shares of Common Stock reserved for issuance pursuant
to the exercise of other outstanding options and warrants having a weighted
average exercise price of $2.50 per share, and (iv) 60,000 shares of
Common Stock reserved for issuance pursuant to the exercise of options
which may be granted under the Company's 1995 Employee Stock Purchase
Plan ("1995 ESPP").

(2) Does not include 102,041 shares of Common Stock reserved for issuance on
the date of this Prospectus pursuant to the automatic conversion of 416,670
(pre-split) shares of Series A Convertible Preferred Stock ("Convertible
Preferred Stock") or 41,667 shares of Common Stock reserved for
issuance upon the exercise of outstanding Warrants. See "Description of
Securities -- Series A Convertible Preferred Stock.

(3) Assumes no exercise of Warrants and Representative's Securities.

-4-

<PAGE>

The information contained in this Prospectus relates solely to the issuance
of up to 1,000,000 shares of Common Stock and 1,000,000 Warrants and additional
Common Stock and Warrants included in the Over-Allotment Options granted to the
Underwriters. The shares of Common Stock and Warrants are being offering and
sold to the public through the Underwriters on the terms set forth in
"Underwriting."

A separate resale Prospectus may also be used in connection with the sale
by certain securityholders of up to 102,041 shares of Common Stock and 83,334
Warrants. See "Concurrent Offering." Any sales of these securities will be
made only in accordance with Prospectus delivery requirements described in the
resale Prospectus.

RISK FACTORS

This offering involves a high degree of risk and immediate substantial
dilution. Prospective investors should carefully consider the matters set forth
under "Risk Factors" and "Dilution".

SUMMARY FINANCIAL DATA

Set forth below is selected summary financial data with respect to the
Company. Financial information for the period ended January 29, 1995, for the
year ended January 28, 1996, and as of and for the three months ended April 30,
1995 and April 28, 1996, is derived from the financial statements included
elsewhere in this Prospectus and is qualified by reference to such financial
statements and the notes related thereto. In February 1995, the Company adopted
its new fiscal year to begin January 30, 1995 and end January 28, 1996; and
thereafter the fiscal year will end on the last Sunday of each January of each
successive year.

Three months ended
Period ended Year ended ------------------
January 29, January 28, April 30, April 28,
1995 (1) 1996 1995 1996
---------- ---------- --------- --------
STATEMENTS
OF OPERATIONS DATA:

Revenues . . . . . . . . . . . . $8,335,790 $9,069,840 $2,022,068 $1,873,553
Operating (loss) . . . . . . . . (886,667) (37,298) (267,788) (174,347)
Extraordinary items. . . . . . . 141,237 145,331 102,930 --
Net income (loss). . . . . . . . (1,038,726) 174,219 (92,354) (127,340)
Net income (loss)
per share . . . . . . . . . . (2.93) .35 (.21) (.17)
Weighted average number
of shares outstanding (2). . . 354,600 495,800 434,147 748,939

-5-

<PAGE>

Three months ended
Period ended Year ended ------------------
January 29, January 28, April 30, April 28,
1995 (1) 1996 1995 1996
---------- ---------- --------- --------

STATISTICAL DATA:

Store revenues . . . . . . . . . $8,178,054 $8,957,344 $1,996,353 $1,869,982
Store gross margin . . . . . . . 5,509,955 6,337,334 1,324,471 1,303,222
Store operating expenses . . . . 4,850,747 4,906,077 1,219,555 1,143,775
Store operating profit . . . . . 659,237 1,431,257 104,916 159,477
Corporate overhead operating
expenses . . . . . . . . . . . 1,430,884 1,518,416 378,630 333,614
Gross margin percentage. . . . . 66.4% 70.3% 65.8% 69.6%
Comparable same store
sales (5). . . . . . . . . . . 7,448,884 8,186,449 1,711,476 1,758,604
Comparable same store
sales growth (5) . . . . . . . N/A 9.9% N/A 2.8%
Comparable same store
sales per square foot (5). . . 520.68 572.24 119.63 122.93

As of
April 28, 1996
---------------------------------------------
Pro forma
Actual Pro forma (3) As adjusted (3)(4)
------------ ------------ ------------------
BALANCE SHEET DATA:

Total assets . . . . . . . . . $2,981,143 $3,206,143
Total liabilities . . . . . . . 2,006,279 2,006,279
Working capital . . . . . . . . 542,082 767,082
Stockholders' equity . . . . . 974,864 1,199,864
__________________________

(1) Due to the Company's change in fiscal year, the Company's financial
statements are reported for the year ending December 31, 1994 ("Fiscal
1994"), a one month period ending January 29, 1995, and the year ending
January 28, 1996 ("Fiscal 1996"). The Impostors acquisition was completed
on February 24, 1994, and accordingly results of operations for the period
ended December 31, 1994 reflect only ten months of Impostors' operations.
Prior to the Impostors acquisition, which includes the period from January
1, 1994 through February 23, 1994 (approximately two months), the Company
had no significant operating activity. Therefore, for purposes of
comparison, the one-month period from January 1, 1995 through January 29,
1995 has been combined with Fiscal 1994 and therefore represents 13 months
of combined operations but only 11 months of operations of Impostors. This
combined period is referred to as "the period ended January 29, 1995."

(2) Gives effect to the one-for-five (1-for-5) reverse split which was
effective on the date of this Prospectus.

-6-
<PAGE>

(3) Includes $225,000 in net proceeds received from the sale of 416,670
(pre-split) shares of Convertible Preferred Stock and 208,335 Class B
Warrants, which closed on June 24, 1996 (the "Bridge Offering").

(4) Adjusted to reflect net proceeds from the sale by the Company in this
offering of 1,000,000 shares of Common Stock and 1,000,000 Warrants at the
initial offering prices of $_______ per share and $_____ per Warrant. The
"As Adjusted" information does not include the exercise of the Warrants,
the Underwriters' Over-Allotment Options or the options to acquire the
Representative's Securities. See "Use Of Proceeds," "Capitalization" and
"Underwriting."

(5) Includes only stores open for the entire period to which it is being
compared. For the purpose of comparable same store sales only, the
period ended January 29, 1995 includes 12 months of sales. However, the
financial statement data for the same period includes only 11 months of
Impostors operations, as the retail chain was acquired in late February,
1994.

-7-
<PAGE>

[Alternate Page for Selling Shareholders' Prospectus]

THE OFFERING

Securities offered by the Selling Shareholders 102,041 Common Stock, $.002 par
value and 83,334 Warrants. See
"Description Of Securities."

Offering price . . . . . . . . . . . . Prevailing market price

Common stock outstanding:. . . . . . . 1,748,939 shares(1)(2)(3)

Proposed NASDAQ symbols:
Common Stock. . . . . . . . . . . "FAUX"
Warrants. . . . . . . . . . . . . "FAUXW

RISK FACTORS

An investment in the Shares involves certain risks. Prospective investors
should carefully consider the factors set forth under "RISK FACTORS."

USE OF PROCEEDS

The Company will not receive any of the proceeds from the sale of shares
offered by Selling Shareholders.

___________________________

(1) Does not include (i) 130,000 shares of Common Stock reserved for issuance
upon exercise of options granted under the Company's 1993 Stock Incentive
Plan, or an additional 100,000 shares of Common Stock which the Board of
Directors has approved to be added to the Plan, subject to shareholder
approval, 133,000 of which are subject to outstanding and unexercised
options having a weighted average exercise price of $2.25 per share, and of
which 40,000 options are subject to future vesting, (ii) 92,750 shares of
Common Stock reserved for issuance upon exercise of outstanding Class C
Common Stock Purchase Warrants ("C Warrants") at a price of $10.00 per
share, (iii) 37,000 shares of Common Stock reserved for issuance pursuant
to the exercise of other outstanding options and warrants having a weighted
average exercise price of $2.50 per share, and (iv) 60,000 shares of Common
Stock reserved for issuance pursuant to the exercise of options which may
be granted under the Company's 1995 Employee Stock Purchase Plan ("1995
ESPP").

(2) Does not include 102,041 shares of Common Stock reserved for issuance on
the date of this Prospectus pursuant to the automatic conversion of 416,670
(pre-split) shares of Series A Convertible Preferred Stock ("Convertible
Preferred Stock") or 41,667 shares of Common Stock reserved for issuance
upon exercise of outstanding Warrants. See "Description of Securities --
Series A Convertible Preferred Stock.

(3) Assumes no exercise of Warrants and Representative's Securities sold by the
Company in the concurrent offering.

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[Alternate Page for Selling Shareholders' Prospectus]

SUMMARY FINANCIAL DATA

Three months ended
Period ended Year ended -------------------
January 29, January 28, April 30, April 28,
1995 (1) 1996 1995 1996
------------- ----------- --------- ----------
STATEMENTS
OF OPERATIONS DATA:

Revenues . . . . . . . . . . . . $ 8,335,790 $9,069,840 $2,022,068 $1,873,553
Operating (loss) . . . . . . . . (886,667) (37,298) (267,788) (174,347)
Extraordinary items. . . . . . . 141,237 145,331 102,930 --
Net income (loss). . . . . . . . (1,038,726) 174,219 (92,354) (127,340)
Net income (loss)
per share . . . . . . . . . . (2.93) .35 (.21) (.17)
Weighted average number
of shares outstanding (2). . . 354,600 495,800 434,147 748,939

Three months ended
Period ended Year ended -------------------
January 29, January 28, April 30, April 28,
1995 (1) 1996 1995 1996
------------ ---------- ----------- -----------
STATISTICAL DATA:

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[Alternate Page for Selling Shareholders' Prospectus]

As of
April 28, 1996
---------------------------------------------
Pro forma
Actual Pro forma (3) As adjusted (3)(4)
----------- ------------- ------------------
BALANCE SHEET DATA:

(1) Due to the Company's change in fiscal year, the Company's financial
statements are reported for the year ending December 31, 1994 ("Fiscal
1994"), a one month period ending January 29, 1995, and the year ending
January 28, 1996 ("Fiscal 1996"). The Impostors acquisition was completed
on February 24, 1994, and accordingly results of operations for the period
ended December 31, 1994 reflect only ten months of Impostors' operations.
Prior to the Impostors acquisition, which includes the period from January
1, 1994 through February 23, 1994 (approximately two months), the Company
had no significant operating activity. Therefore, for purposes of
comparison, the one-month period from January 1, 1995 through January 29,
1995 has been combined with Fiscal 1994 and therefore represents thirteen
(13) months of combined operations but only eleven (11) months of
operations of Impostors. This combined period is referred to as "the
period ended January 29, 1995."

(2) Gives effect to the one-for-five (1-for-5) reverse split which was
effective on the date of this Prospectus.

(3) Includes $225,000 in net proceeds received from the sale of 416,670
(pre-split) shares of Convertible Preferred Stock and 208,335 (pre-split)
Class B Warrants, which closed on June 24, 1996 (the "Bridge Offering").

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THE COMPANY

The Company was incorporated on July 14, 1988 under the laws of the State
of Colorado under the name Protron Systems, Inc. From inception until March
1994, it engaged in several prior businesses under various names, all of which
have been either disposed of or discontinued.

In March, 1994, the Company acquired from American Fashion Jewels, Inc.,
d.b.a. Impostors, and its affiliates (collectively "AFJ"), substantially all of
the assets and properties utilized in connection with the operation of the chain
of 29 Impostors retail jewelry stores. In a parallel transaction, the Company
acquired certain additional leases utilized in connection with the operation of
the retail businesses. Impostors' assets consisted of cash, accounts
receivable, inventory, leasehold improvements, equipment, furniture, fixtures,
leases, licenses, contracts, trademarks and registrations thereof, trade names,
servicemarks and registrations thereof, and other miscellaneous assets having a
book value of approximately $3,700,000. In consideration of the assets, the
Company assumed and agreed to pay certain current and long-term liabilities,
including certain bankruptcy administrative claims, post-petition liabilities,
priority claims, notes payable and other accounts payable in the aggregate
amount of approximately $3,147,000, and issued to the unsecured creditors of AFJ
an aggregate of 27,500 shares of Common Stock. See Note 2 to Financial
Statements.

AFJ opened its first reproduction jewelry store in San Francisco,
California in 1985. By 1988, Impostors had grown to ten corporate owned stores,
with nine additional stores operating as Impostors licensees. Impostors began
selling franchises in 1989, adding two additional corporate stores and 36
franchise locations. By 1991, the chain had grown to 43 corporate stores and 69
franchises, for a total of 112 locations. In 1992, AFJ began to experience
problems in its relationships with franchisees. Many franchisees were not
paying for the merchandise purchased from Impostors, or were purchasing
merchandise from unauthorized sources. As a result, management began to
terminate its relationships with certain franchisees for failure to comply with
the terms of the franchise agreements. By the end of January, 1993, 12
franchisees had filed suits seeking in excess of $2,000,000 in damages. The
amount of resources and management time devoted to defending the lawsuits
interfered with operations and the Company's ability to raise new capital. On
May 28, 1993, AFJ and its affiliates filed four Chapter 11 cases in the United
States Bankruptcy Court for the Northern District of California, which cases
were later consolidated for joint administration. The Company's acquisition of
"Impostors" was confirmed by the Bankruptcy Court on March 3, 1994.
Concurrently with the Company's purchase of the 29 then operating Impostors
stores, the Company also acquired three additional reproduction jewelry stores
from Mirage Concepts, Inc. in exchange for 20,000 shares of its Common Stock.
Those stores were located in California and Arizona. See Note 2 to Financial
Statements.

The Company currently operates 26 Impostors stores with plans to open 10
new stores in the next 12 months. See "Use of Proceeds" and "Business --
Expansion Strategy."

The Company's principal offices are located at 3033 S. Parker Road, Suite
120, Aurora, Colorado 80014. Its telephone number at that address is (303) 338-
1800.

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RISK FACTORS

THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF
RISK. PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE POSSIBILITY OF THE
LOSS OF THEIR ENTIRE INVESTMENT IN THE COMPANY'S SECURITIES AND, ALONG WITH EACH
OF THE FOLLOWING FACTORS, CONSIDER THE INFORMATION SET FORTH ELSEWHERE IN THIS
PROSPECTUS.

RISK FACTORS RELATED TO THE BUSINESS OF THE COMPANY

BANKRUPTCY OF PREDECESSOR. The Impostors operations were acquired by the
Company in 1994 out of a Chapter 11 bankruptcy proceeding by American Fashion
Jewels, Inc. ("AFJ"), the prior owner of Impostors. In its eight-year operating
history prior to the 1993 bankruptcy petition, AFJ had incurred substantial
debts, operating losses and unliquidated liabilities to numerous franchisees.
While the Company closed most of the unprofitable stores acquired from AFJ and
believes that it has defined and adopted an operating strategy which can lead to
profitable and successful operations, the Company has to date experienced only
operating losses from its Impostors operations and there can be no assurance
that the Company's efforts to achieve profitability will be any more successful
than those of AFJ. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and Financial Statements.

OPERATING LEASES; RISK OF LONG-TERM COMMITMENTS. The Company operates its
26 retail locations under commercial leases which, in the aggregate, represent
nearly $7 million in future fixed rental payments. In addition, all of the
Company's store leases have provisions requiring additional payments for
operating expenses, real estate taxes and additional rent based upon a
percentage of sales. There can be no assurance that store revenues will be
sufficient to cover the Company's unconditional future rent obligations under
these leases. Further, the Company's leases expire at various dates from 1996
to 2002, and upon expiration, there can be no assurance that the Company will be
able to renegotiate lease terms that are favorable to the Company, or, failing
renegotiation, locate suitable replacement facilities. In October 1995, the
Company's Rodeo Drive lease expired without renewal due to the landlord's desire
to remodel the building. For the 11 month period ended January 29, 1995, the
Rodeo Drive store had contributed $96,710 to the Company's operating income. In
addition, the Company's largest store in Union Square, San Francisco expires in
the year 2001. During Fiscal 1996, this store contributed $253,782 to the
Company's operating income. The loss of the Union Square store or one or more
of the other established retail locations could have a material adverse effect
on the Company and its operations. Further, the Company's office lease has been
personally guaranteed by four of the members of the Company's Board of
Directors. See "Certain Transactions -- Lease Guarantee" and Notes 5 and 6 to
Financial Statements.

Additionally, the Company plans to lease and open 10 additional retail
stores over the next 12 months and several additional stores over the next 24
months. While the Company has developed criteria utilized in identifying new
store sites, the Company has no way of predicting with certainty whether any new
location will support a profitable retail store. As a result, the Company's
expansion activities represent a substantial risk that the Company will commit
itself to new leases for locations which will prove to be unprofitable. See
"Business -- Business Strategy."

ADDITIONAL CAPITAL REQUIREMENTS; POSSIBLE ADDITIONAL DILUTION. It is
probable that the Company will require additional capital in the future to
finance its business activities. The Company's future plans include remodeling
the Company's existing stores and leasing, equipping and stocking new retail
locations during fiscal 1997. The Company also plans to heighten its
merchandizing efforts through the development of additional marketing channels
such as

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home shopping networks and the development and marketing of the Company's
catalogue. It is likely that proceeds from this offering will be below the
funding necessary for the Company to fully develop its business strategy.
Additional capital, to the extent needed, may be obtained through borrowings
or by additional equity financing. Future equity financing may occur through
the sale of either unregistered common stock in exempt offerings or through
the public offering of registered equity securities. In any case, such
additional equity financing may result in additional dilution to investors.
The Company has no arrangements for the acquisition of additional capital,
and there can be no assurance that any additional capital, funding or
revenues can be satisfactorily arranged. See "Business," Use of Proceeds,"
and "Risk Factors Related to the Offering."

MANAGEMENT'S LACK OF VOTING INFLUENCE. The Company's President, Sissel B.
Greenberg, owns only 2,300 shares of Common Stock, which represents less
than 1% of the total issued and outstanding shares. All of the Company's
officers and directors as a group own only 12,286 shares, or 1.4% of the
total outstanding shares of Common Stock. Even giving effect to the exercise
of outstanding options, the Company's officers and directors as a group will
exercise voting control over only 10% of the Company's outstanding shares of
Common Stock following completion of this offering. As a result of this lack
of voting influence as shareholders, there can be no assurance that the
Company's officers and directors will be able to implement the plans and
strategies described in this prospectus. Further, it is possible that
shareholders with greater voting influence could initiate actions which could
be adverse to those plans or hostile to current management. See "Security
Ownership of Management and Principal Shareholders."

LACK OF PROFITABLE OPERATING HISTORY. For the year ended December 31,
1994, the month ended January 29, 1995, the fiscal year ended January 28,
1996, and for the quarter ended April 28, 1996, the Company reported
operating losses of $683,641, $203,026, $37,298 and $174,347, respectively.
There can be no assurance that operating costs and expenses will not continue
to out-pace revenues, or that the Company will not continue to experience
losses due to increased operating costs and expenses and/or reduced revenues.

LIMITED LIQUIDITY AND CAPITAL RESOURCES. The operation of numerous retail
locations is very capital intensive, particularly during the holiday season. In
the past, the Company has operated on limited capital resources and has depended
primarily on funds generated from stock sales and short-term loans from its
shareholders and other short-term funding sources to make up any working capital
shortfalls. Even if the Company is able to achieve its business plan
objectives, it does not anticipate having net operating profits until at least
late 1996, if at all. In the meantime, there can be no assurance that funds
necessary for operations can be generated from stock sales and short-term loans
from related parties and/or other investors.

RISK OF LEVERAGE AND DEFAULT. A substantial portion of the Company's
assets are encumbered by debt, the service of which requires a substantial
portion of the net cash flow generated by the Company's operations. Of the
proceeds of this offering, $100,000 has been allocated to retire the
Company's secured debt to one creditor. Future losses from operations may
impair the Company's ability to service its secured debt and retire it in
accordance with its terms. Should the Company default under any of its
secured debt, a creditor could foreclose against the Company's assets and
effectively force the cessation of the Company's business. See "Use of
Proceeds" and Note 4 to Financial Statements.

NEW BUSINESS AND LIMITED RETAILING EXPERIENCE. The Company has only been
engaged in the business of marketing and retailing high-end fashion and
reproduction jewelry since March, 1994. As a result, the Company has only
limited experience in the merchandizing of fashion and reproduction jewelry, and
there can be no assurance that its intended activities will be successful or
result in profitable operations. It is also impossible to predict what effect,
if any, fluctuations in the United States or worldwide economy will have on such
industry.

DEPENDENCE UPON MANAGEMENT. The Company's future success depends in a
large part on the continued service of its President, Sissel B. Greenberg, and
to a lesser extent its marketing, sales and promotional personnel, as well as on
its ability to continue to attract, motivate and retain highly qualified
employees. Although the Company provides employees with the opportunity to
acquire equity in the Company pursuant to Incentive Stock Options granted under
the Company's 1993 Stock Incentive Plan, its key employees may nevertheless
voluntarily terminate their employment with the Company at any time. The loss
of the services of key personnel could have a material adverse effect upon the
Company's

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operations and marketing efforts. While the Company has a written employment
contract with its President, Sissel B. Greenberg, which expires on June 20,
1997, there can be no assurance of her continued service to the Company. See
"Management." The Company does not have key person life insurance covering
its management personnel or other key employees.

COMPETITION. The Company faces significant competition from numerous
organizations throughout the country, and world-wide, which offer fashion and
reproduction jewelry, many of which possess significantly greater resources than
the Company and in many cases greater retailing expertise. Indirectly, the
Company competes against retailers of fashion jewelry on the low end and fine
jewelry on the upper end of the jewelry market. Within the faux jewelry
industry, the Company competes against department stores, some of whom have
significantly greater resources and retailing experience than the Company, as
well as other businesses which function exclusively as specialty retailers of
faux jewelry. The Company competes against these specialty retailers not only
in its sources of supply but also in locations for its retail stores. The
Company may suffer a competitive disadvantage due to its limited resources and
lack of retailing experience. See "Business - Competition."

RISK OF INFRINGEMENT. A significant portion of the Company's products
represent jewelry designs or concepts copied or inspired by fine jewelry
developed and sold by famous designers. While most jewelry designs are not
protected by copyright or trademark law, on occasion a particular design may be
subject to a design copyright or trademark registration obtained by the original
designer. Due to the magnitude of the number of the Company's products, it is
impracticable for the Company to research each jewelry design that it purchases
for resale to determine whether or not there may exist a copyright or trademark
registration preventing its unauthorized copy. While the Company has developed
certain merchandizing and purchasing methodologies which minimize the risk,
there can be no assurance that from time to time the Company will not
inadvertently infringe upon the intellectual property rights of third parties.
Under these circumstances, the Company may be subject to liability to the owner
of the design copyright or trademark to disgorge the Company's profits earned
from sales of the particular product, or in the alternative, liability for
statutory damages under copyright laws. See "Business -- Intellectual
Property."

NO PROPRIETARY ADVANTAGE. Neither the design nor concept of any of the
Company's jewelry is subject to protection by the Company under applicable
copyright, trademark or trade secret laws. As a result, the Company holds no
proprietary advantage over others competing in the faux jewelry markets.

NO FIRM CONTRACTS WITH SUPPLIERS OR MANUFACTURERS. The Company does not
have any written contracts with any of its suppliers or manufacturers or
commitments from any of its suppliers or manufacturers to continue to sell
products to the Company. As a result, there is a risk that any of the Company's
suppliers or manufacturers may discontinue selling their products to the Company
for any reason. Although the Company believes that it could establish alternate
sources for most of its products, any delay in locating and establishing
relationships with other sources could result in product shortages and back
orders for the product, with a resulting loss of revenues to the Company.

SEASONALITY; FLUCTUATIONS IN CAPITAL DEMANDS. The Company's business is
highly seasonal with its mall locations generating nearly 20% of their business
during the Christmas holiday season. The Company's 12 tourist locations are
less sensitive to seasonal fluctuations, however, on a store-by-store basis,
they do experience fluctuations based upon such factors as seasonal economic
conditions, transportation costs and other factors effecting tourism in their
particular locations. This seasonality results in higher demand for working
capital at certain times of the year. Also, interim operating results are not
necessarily indicative of the Company's results of operations or financial
conditions on an

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annualized basis. The Company cannot accurately predict the potential
adverse effect of seasonality on its business, and there can be no assurance
that the Company can acquire or develop additional retail locations in
counter-seasonal locales or cultivate innovative marketing campaigns which
will balance out the potential adverse consequences.

LICENSING AND OTHER GOVERNMENTAL REGULATION. For each retail location
operated by the Company, it is necessary for the Company to apply for and obtain
certificates of authority, permits and other licenses from state and local
governmental authorities permitting and/or controlling the Company's operation
of one or more retail stores in the particular state and/or municipality. Each
governmental jurisdiction has its own regulatory requirements which can impose
additional reporting requirements and costs. While the Company has been able to
obtain all necessary certificates, permits and licenses in the past, there can
be no assurance that future changes in governmental regulation or the adoption
of more stringent requirements may not have a material adverse impact upon the
Company's future operations.

EXPANSION INTO FOREIGN MARKETS. Although the Company intends to expand
into foreign markets, there can be no assurance that the Company can open
markets on a timely basis or that such new markets will prove to be profitable.
Significant regulation and legal barriers must be overcome before marketing can
begin in any foreign market. Also, before marketing has commenced, it is
difficult to assess the extent to which the Company's products and sales
techniques will be successful in any given country. In addition to significant
regulatory barriers, the Company may also expect problems relating to entering
new markets with different cultural bases and legal systems from those
encountered in the past. See "Business - Marketing and Distribution."
Moreover, expansion of the Company's operations into new markets may entail
substantial working capital and capital requirements associated with regulatory
compliance. The Company intends to spend a portion of the proceeds of this
offering for the purpose of expansion into foreign markets. (See "Use of
Proceeds.")

EFFECT OF EXCHANGE RATE FLUCTUATIONS. The Company intends to expand its
activities in foreign countries, both with respect to inventory purchases and
retail sales. As a result, exchange rate fluctuations may have a significant
effect on its sales, costs and gross margins. Further, if exchange rates
fluctuate dramatically, it may become uneconomical for the Company to establish
or continue purchasing or selling activities in certain countries.

CONFLICTS OF INTEREST AND RELATED PARTY TRANSACTIONS. Two of the Company's
five directors also serve on the Board of Directors of Global Casinos, Inc., a
corporation that acquired the Company's former gaming properties in exchange for
securities. In addition, one of the Company's directors is also a director of
Rockies Fund, Inc., one of the Company's largest shareholders. The Company has
entered into certain transactions with its officers, directors and principal
shareholders relating to the issuance of securities and an office lease. There
is the potential for conflicts of interest from these transactions. The Board
of Directors has determined that any future transactions with officers,
directors or principal shareholders will be approved by the disinterested
directors and will be on terms no less favorable than could be obtained from an
unaffiliated third party. See "Certain Transactions" and "Security Ownership of
Management and Principal Shareholders."

LIMITATION OF DIRECTORS' LIABILITY. The Company's Articles of
Incorporation provide, as permitted by Colorado law, that its directors shall
have no personal liability for certain breaches of their fiduciary duties to the
Company. This provision may reduce the likelihood of derivative litigation
against directors and may discourage shareholders from bringing a lawsuit
against directors for a breach of their duty. In addition, the Company's Bylaws
provide for mandatory indemnification of directors and officers to the fullest
extent permitted by Colorado law. See "Management."

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MANAGEMENT OF GROWTH. If the Company is successful in increasing demand
for the Company's products, of which there can be no assurance, growth of the
Company could create certain additional risks. Rapid growth can be expected to
place a substantial burden on the Company's management resources and financial
controls. The Company's ability to manage its growth effectively will require
the Company to continue to implement and refine its operational, financial and
information management systems and to train, motivate and manage its employees.
The Company's ability to attract and retain qualified personnel will have a
significant affect on the Company's ability to establish and maintain its
position in the market, and failure of the Company to manage its growth
effectively could have material adverse effects on the Company's results of
operations.

RISK FACTORS RELATED TO THIS OFFERING

OFFERING PRICES ARBITRARILY DETERMINED. The offering price of the Common
Stock and Warrants and the Warrant Exercise Price and other terms of the
Warrants being offered hereby were determined by negotiation between the Company
and the Representative and are not necessarily related to the Company's assets,
book value or financial condition, and may not be indicative of the actual value
of the Company. See "Underwriting."

BROAD DISCRETION IN APPLICATION OF PROCEEDS; UNSPECIFIED ACQUISITIONS. Of
the $_____________ net proceeds from this offering, $_________ or ___% will be
used for new store openings, store remodeling, working capital and other general
corporate purposes. The net proceeds allocated to the development of new stores
and marketing is subject to change depending upon a number of factors, including
future revenue growth, the amount of cash generated by the Company's operations
and the availability of desirable locations. Management believes that the
availability of proceeds from this offering would enhance the Company's ability
to expand its business more rapidly by taking advantage of opportunities to
acquire additional retail locations, or even competitive or complementary
businesses, on a favorable basis. Although the Company is not currently a party
to any agreement or understanding with respect to any prospective acquisition,
it has explored and continues to evaluate possible opportunities that complement
the Company's business. Accordingly the Company's management will have broad
discretion concerning the exact nature of the application of net proceeds of
this offering. See "Use of Proceeds."

DILUTION. The Company has sold the outstanding 850,980 shares of Common
Stock, giving the effect to the conversion of 416,670 shares of Convertible
Preferred Stock into 102,041 shares of Common Stock, at an average cost per
share of approximately $3.51, which is $______ per share less than the price
to the public in this offering. At April 28, 1996, the Company had a pro
forma net tangible book value of $1,040,064, or $1.22 per share of Common
Stock outstanding, based on 850,980 shares issued and outstanding and, giving
effect to the conversion into 102,041 shares of Common Stock of the
416,670 shares of Convertible Preferred Stock sold in the Bridge Offering.
Giving effect to the sale of 1,000,000 shares of Common Stock and 1,000,000
Warrants by the Company, after deduction of expenses of the offering, the
Company will have a net tangible book value of approximately $__________, or
$_____ per share. Investors in this offering will sustain an immediate
substantial dilution of $____ or ____% of their price per share. See "Dilution."

NEED FOR CURRENT PROSPECTUS AND STATE BLUE SKY REGISTRATIONS. Holders of
the Warrants will have the right to exercise the Warrants for the purchase of
shares of Common Stock only if there is a current and effective Registration
Statement and Prospectus covering the Warrants and the shares of Common Stock
issuable upon their exercise, and only if the shares are qualified for sale
under the securities laws of the applicable state or states. While the Company
has undertaken plans to do so, there

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can be no assurance that a current Registration Statement and Prospectus will
be in effect when any of the Warrants are attempted to be exercised.
Although the Company will seek to qualify for sale the shares of Common Stock
underlying the Warrants in those states in which the securities are to be
offered, no assurance can be given that such qualification will occur. The
Warrants may be deprived of any value if a Prospectus covering the shares
issuable upon the exercise thereof is not kept effective and current, or if
such underlying shares are not, or cannot be, registered in the applicable
states. See "Description Of Securities."

POTENTIAL ADVERSE EFFECT OF WARRANT REDEMPTION. The Warrants may be
redeemed by the Company, after 12 months from the date of this Prospectus, at a
price of $0.05 per Warrant upon 45 days' notice, mailed after the closing bid
price of the Common Stock has equaled or exceeded 150% of the then current
Warrant Exercise Price (initially $______ per share), for a period of 20 or more
of the 30 consecutive trading days immediately preceding such notice.
Warrantholders shall have exercise rights until the close of the business day
preceding the date fixed for redemption. Redemption of the Warrants could force
the holders to exercise the Warrants and pay the Exercise Price at a time when
it may be disadvantageous for holders to do so, to sell the Warrants at the then
current market price when they might otherwise wish to hold the Warrants, or to
accept the redemption price, which is likely to be substantially less than the
market value of the Warrants at the time of redemption. The Warrants may not be
exercised unless a Registration Statement pursuant to the Securities Act
covering the underlying shares of Common Stock is current and such shares have
been qualified for sale, or there is an exemption from applicable qualification
requirements, under the securities laws of the state of residence of the holder
of the Warrant. See "Description Of Securities."

UNDERWRITERS' INFLUENCE ON THE MARKET. A significant number of the shares
of Common Stock and Warrants may be sold to customers of the Underwriters. Such
customers may subsequently engage in transactions for the sale or purchase of
such securities through or with the Underwriters. Although they have no legal
obligation to do so, the Underwriters from time to time in the future may make a
market in and otherwise effect transactions in the Company's securities. To the
extent the Underwriters do so, they may be a dominating influence in any market
that might develop and the degree of participation by the Underwriters may
significantly affect the price and liquidity of the Company's securities. Such
market making activities, if commenced, may be discontinued at any time or from
time to time by the Underwriters without obligation or prior notice. Depending
on the nature and extent of the Underwriters' market making activities and
retail support of the Company's securities at such time, the Underwriters'
discontinuance could adversely affect the price and liquidity of the Company's
securities.

LACK OF DIVIDENDS. No cash dividend was paid for the fiscal year ended
January 28, 1996, and the Company does not intend to declare or pay any
dividends on its outstanding shares of Common Stock in the foreseeable future.
In March 1994, the Company distributed to its shareholders of record, PRO RATA,
2,409,700 shares of the common stock of Global Casinos, Inc. previously acquired
by the Company in its disposition of two casino properties. See "Dividends."

LIMITED PUBLIC TRADING MARKET FOR THE COMPANY'S COMMON STOCK. While there
currently exists in the over-the-counter market a limited and sporadic public
trading market for the Company's Common Stock, there can be no assurance that
such a market will improve in the future, even if the Company's securities are
approved for listing on NASDAQ. There can be no assurance that an investor
will be able to liquidate his investment without considerable delay, if at all.
If a more active market does develop, the price may be highly volatile. Factors
discussed herein may have a significant impact on the market price of the shares
offered. Moreover due to the relatively low price of the Company's securities,

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many brokerage firms may not effect transactions in the Company's Common Stock.
See "Description Of Securities."

THE SECURITIES ENFORCEMENT AND PENNY STOCK REFORM ACT OF 1990; RISKS OF
LOW-PRICED STOCKS. The over-the-counter markets for securities such as the
Company's Common Stock and Warrants historically have experienced extreme price
and volume fluctuations during certain periods. These broad market fluctuations
and other factors, such as new product developments and trends in the Company's
industry and the investment markets generally, as well as economic conditions
and quarterly variations in the Company's results of operations, may adversely
affect the market price of the Company's Common Stock. Although the Common
Stock and Warrants are anticipated to be approved for quotation on the Nasdaq
SmallCap Market, there can be no assurance that they will remain eligible to be
included on Nasdaq. In the event that the Company's Common Stock and Warrants
were no longer eligible for quotation on Nasdaq, the Common Stock and Warrants
could become subject to rules adopted by the Commission regulating broker-dealer
practices in connection with transactions in "penny stocks." Those disclosure
rules applicable to penny stocks require a broker-dealer, prior to a transaction
in a penny stock not otherwise exempt from the rules, to deliver a standardized
list disclosure document prepared by the Securities and Exchange Commission that
provides information about penny stocks and the nature and level of risks in the
penny stock market. The broker-dealer must also provide the customer with
certain other information and must make a special written determination that the
penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for a stock that becomes subject to the penny stock rules. If the
Company's Common Stock or Warrants became subject to the penny stock rules, many
brokers may be unwilling to engage in transactions in the Company's securities
because of the added disclosure requirements, thereby making it more difficult
for purchasers of Common Stock and Warrants in this offering to dispose of their
securities.

The Securities Enforcement and Penny Stock Reform Act of 1990 requires
additional disclosure, relating to the market for penny stocks, in connection
with trades in any stock defined as a penny stock. The Commission recently
adopted regulations that generally define a penny stock to be any equity
security that has a market price of less than $5.00 per share, subject to
certain exceptions. Such exceptions include any equity security listed on
NASDAQ and any equity security issued by an issuer that has (i) net tangible
assets of at least $2,000,000, if such issuer has been in continuous operation
for three years, (ii) net tangible assets of at least $5,000,000, if such issuer
has been in continuous operation for less than three years, or (iii) average
annual revenue of at least $6,000,000, if such issuer has been in continuous
operation for less than three years. Unless an exception is available, the
regulations require the delivery, prior to any transaction involving a penny
stock, of a disclosure schedule explaining the penny stock market and the risks
associated therewith.

SHARES ELIGIBLE FOR FUTURE SALE. As of June 1, 1996, 748,939 shares of the
Company's Common Stock, were issued and outstanding, 691,758 of which are
"restricted securities" and under certain circumstances may, in the future, be
sold in compliance with Rule 144 adopted under the Securities Act. Of these
restricted shares, 86,167 shares are being registered for resale by the Company
in a separate registration statement. In general, under Rule 144, subject to
the satisfaction of certain other conditions, a person, including an affiliate
of the Company, who has beneficially owned restricted shares of Common Stock for
at least two years is entitled to sell, within any three-month period, a number
of shares that does not exceed the greater of 1% of the total number of
outstanding shares of the same class, or if the Common Stock is quoted on NASDAQ
or a stock exchange, the average weekly trading volume during the four calendar
weeks immediately preceding the sale. A person who presently is not and who has

-15-
<PAGE>

not been an affiliate of the Company for at least three months immediately
preceding the sale and who has beneficially owned the shares of Common Stock for
at least three years is entitled to sell such shares under Rule 144 without
regard to any of the volume limitations described above.

As of June 1, 1996, the Company had outstanding options and warrants
exercisable to purchase, in the aggregate, 262,750 shares of Common Stock at
a weighted average exercise price of $5.02 per share. The Company also has
outstanding Warrants exercisable to purchase 41,667 shares of Common Stock
at a price of $_______ per share. In addition, the Company is authorized to
issue an additional 97,000 options under the Company's 1993 Stock Incentive
Plan ("Incentive Plan") and an additional 60,000 options under its Employee
Stock Purchase Plan ("ESPP"). The Company plans to register for sale under
the Securities Act all shares issuable upon exercise of options granted under
either the Incentive Plan or ESPP. Following completion of the offering
covered by this Prospectus, assuming no exercise of the Underwriter's
Over-Allotment Option, the Company will have outstanding additional Warrants
and the Representative's option exercisable to purchase, in the aggregate,
650,000 shares of Common Stock at a price of $_______ per share, including
Warrants issuable upon exercise of the option granted to the Representative.
The Company has undertaken to register for sale under the Securities Act all
shares issuable upon exercise of those Warrants. Further, concurrently with
this offering, 102,041 shares of Common Stock and 83,334 Warrants are being
registered for sale under the Securities Act for certain selling
securityholders. No prediction can be made as to the effect, if any, that
sales of shares of Common Stock or the availability of such shares for sale
will have on the market prices prevailing from time to time. Nevertheless,
the possibility that substantial amounts of Common Stock may be sold in the
public market may adversely affect prevailing market prices for the Common
Stock and could impair the Company's ability to raise capital in the future
through the sale of equity securities. Actual sales or the prospect of
future sales of shares of Common Stock under Rule 144 may have a depressive
effect upon the price of the Common Stock and the market therefor.

RIGHTS TO ACQUIRE SHARES. A total of 262,750 shares of Common Stock
have been reserved for issuance upon exercise of outstanding options and
warrants. In addition, there are outstanding Warrants exercisable to purchase
an aggregate of 41,667 shares of Common Stock. The exercise prices of these
options and warrants range between $1.875 per share and $10.00 per share,
with a weighted average exercise price of approximately $5.02 per share.
During the terms of the outstanding options and warrants, the last of which
expire in 2003, the holders thereof will have the opportunity to profit from
an increase in the market price of the Company's Common Stock with resulting
dilution to the holders of the Common Stock. The existence of such options
and warrants may adversely affect the terms on which the Company can obtain
additional financing, and the holders of such options and warrants can be
expected to exercise or convert those securities at a time when the Company,
in all likelihood, would be able to obtain additional capital by offering
shares of its Common Stock on terms more favorable to the Company than those
provided by the exercise or conversion of such options or warrants.

AUTHORIZATION OF PREFERRED STOCK. The Company's Articles of Incorporation,
as amended, authorize the issuance of up to 20,000,000 shares of preferred
stock, $.10 par value. The Board of Directors has been granted the authority to
fix and determine the relative rights and preferences of preferred shares, as
well as the authority to issue such shares, without further stockholder
approval. As a result, the Board of Directors could authorize the issuance of a
series of preferred stock which would grant to holders preferred rights to the
assets of the Company upon liquidation, the right to receive dividend coupons
before dividends would be declared to common stockholders, and the right to the
redemption to such shares, together with a premium, prior to the redemption of
Common Stock. Common stockholders have no redemption rights. In addition, the
Board could issue large blocks of voting stock to fend against unwanted tender
offers or hostile takeovers without further shareholder approval. The ability
of the Board to issue one or more series of preferred stock without further
stockholder approval could have the effect of delaying, deterring or preventing

-16-
<PAGE>

a change in control of the Company or otherwise making it more difficult for
a person to acquire control of the Company. Further, the ability of the
Board to so issue one or more series of Preferred Stock could have a
depressive effect on the market price of the Company's Common Stock. See
"Description Of Securities."

AUTHORIZATION OF ADDITIONAL SHARES. The Company's Articles of
Incorporation, as amended, authorized the issuance of up to 850,000,000
shares of Common Stock, of which 850,980 shares are outstanding on the date
of this Prospectus. The Company's Board of Directors has the authority to
issue additional shares of Common Stock and to issue options and warrants to
purchase shares of the Company's Common Stock without shareholder approval.
Future issuance of Common Stock could be at values substantially below the
offering price in the offering and therefore could represent further
substantial dilution to investors in the offering. In addition, the Board
could issue large blocks of voting stock to fend off unwanted tender offers
or hostile takeovers without further shareholder approval. The Company has
outstanding options and warrants exercisable to purchase in the aggregate up
to 262,750 shares of Common Stock at an average exercise price of $5.02 per
share, as well as Warrants exercisable to purchase an additional 41,667
shares of Common Stock at a price of $_______ per share. Exercise of the
options will have a further dilutive effect on existing shareholders and
investors in the offering. See "Description Of Securities."

OPTIONS TO REPRESENTATIVE. In connection with this offering, the Company
will sell to the Representatives, for a nominal cost, options (the
"Representative's Securities") to purchase up to 100,000 shares of Common Stock
and 100,000 Warrants. The Representative's Securities will be exercisable
commencing one year after the date of this Prospectus and for four years
thereafter, at an exercise price of 120% of the initial public offering prices
of the Common Stock and of the Warrants. Holders of the Representative's
Securities are given the opportunity to profit from a rise in the market price
of the Common Stock with a resulting dilution of the interest of shareholders.
Furthermore, the Company will grant certain registration rights with regards to
the Representative's Securities and such registration could result in
substantial expense to the Company. See "Underwriting - Representative's
Securities."

-17-

<PAGE>

USE OF PROCEEDS

The proceeds to the Company from the offering, net of expenses of the
offering estimated to be $250,000, will be approximately $____________.
Management anticipates that the proceeds will be applied with the following
priority during the next 12 month period:

Description of Use Amount Percent
------------------ ---------- --------
Opening new retail locations(1). . . . . $1,500,000

Remodeling existing retail locations(2). 225,000

Development of marketing channels (3). . 100,000

Debt Reduction(4). . . . . . . . . . . . 250,000

Working Capital(5) . . . . . . . . . . .
---------
$ 100.00%
--------- ------
--------- ------
- --------------
(1) During the next 12 months, the Company intends to open ten new retail
locations. The cost to open a new store will range between $100,000 and
$200,000 depending on location and size. The cost of opening a new store
includes leasehold improvements, equipment and fixtures, and initial
inventory buildup. The Company is currently targeting tourist and upscale
locations in existing and new markets. While, to date, no additional
leases have been signed, management has entered into preliminary
negotiations with several potential lessors in Florida, Massachusetts,
Nevada, New Jersey and New York and shortly after the offering, expects to
have identified a "target list" of ten possible locations for expansion.
Any funds not used to open new stores will be allocated to working capital.

(2) The Company's merchandising strategy focuses on high-quality designer
influenced products and an upscale shopping environment. To this end, the
Company has launched a campaign to enhance the appearance of its existing
stores. The Company intends to allocate a portion of the proceeds to
remodel up to ten stores over the next 12 months.

(3) Over the next 12 months, the Company plans to complete its internet
website, pursue development of the international marketplace, establish
arrangements with home shopping networks and complete the Company's product
catalogue. The development of these additional marketing channels is
expected to cost approximately $100,000 over the next 12 months.

(4) Consists of retirement of $200,000 in short-term notes, of which
$100,000 is collateralized by the Company's assets, and $50,000 of selected
accounts payable.

(5) The proceeds allocated to working capital will be applied, to the extent
necessary, to the Company's current operations. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
A portion of those proceeds may also be used for additional store
remodelings in the future. Further, as it is an inherent part of

-18-
<PAGE>

the Company's strategic plan to achieve long-term growth and profitable
operations through, in part, acquisitions, a portion of the proceeds
allocated to working capital may be used in connection with the
acquisition of one or more stores or chain of stores. While
the Company regularly evaluates acquisition and business
combination opportunities, there are no substantive negotiations,
arrangements, agreements or understandings with respect to any potential
acquisition.

The amounts set forth above represent the Company's present intentions for
the use of the proceeds from this offering. However, actual expenditures could
vary considerably depending upon many factors, including, without limitation,
changes in the economic conditions, unanticipated complications, delays and
expenses, or problems relating to the development of additional retail
locations. Any reallocation of the net proceeds of the offering will be made at
the discretion of the Board of Directors but will be in furtherance of the
Company's strategy to achieve growth and profitable operations through the
development of additional retail locations. The Company's working capital
requirements are a function of its future sales growth and expansion, neither of
which can be predicted with any reasonable degree of certainty. As a result,
the Company is unable to precisely forecast the period of time for which
proceeds of this offering will meet its working capital requirements. The
Company may need to seek funds through loans or other financing arrangements in
the future, and there can be no assurance that the Company will be able to make
such arrangements in the future should the need arise.

Pending use of the net proceeds of the offering, the funds will be invested
temporarily in certificates of deposit, short-term government securities or
similar investments. Any income from these short-term investments will be used
for working capital.

-19-
<PAGE>

DILUTION

The pro forma net tangible book value of the Company at April 28, 1996,
giving effect to the Bridge Offering and the conversion of the Convertible
Preferred Stock into 102,041 shares of Common Stock but before giving effect
to this offering, was $1,040,064 or $1.22 per share, based upon 850,980 shares
outstanding. Net tangible book value per share is determined by dividing the
number of outstanding shares of Common Stock into the net tangible book value
of the Company (total assets less total liabilities and intangible assets).
After giving effect to the sale of 1,000,000 shares of Common Stock and
1,000,000 Warrants by the Company in this offering and receipt of the
estimated net proceeds therefrom, the adjusted net tangible book value at
April 28, 1996 would have been $__________ or $_____ per share of Common Stock.
This represents an immediate increase of $_____ per share to current
shareholders and an immediate dilution of $_____ per share to the investors in
this offering. The following table illustrates the per share dilution, assuming
all 1,000,000 shares of Common Stock and Warrants are sold in this offering:

<TABLE>
<S> <C> <C>
Assumed public offering price per share of Common Stock (1) $

Pro forma net tangible book value per share of Common Stock
before offering (2). . . . . . . . . . . . $

Increase per share of Common Stock attributable to
new investors. . . . . . . . . . . . . . .
------
Adjusted net tangible book value per share of Common Stock
after offering (2)(3)(4) . . . . . . . . . ------

Dilution of net tangible book value per share of Common Stock
to new investors (2)(3)(4) . . . . . . . . $
------
------
Dilution per share of Common Stock as a percentage of
offering price (2)(3)(4) . . . . . . . . . %
------
------
</TABLE>
__________________________

(1) Does not include the effect of the sale of the Warrants.

(2) Adjusted to give effect to the sale by the Company of the 416,670 (pre-
split) shares of Convertible Preferred Stock and 208,335 (pre-split) Class
B Warrants in the Bridge Offering and the receipt by the Company of
$225,000 in net proceeds therefrom. Assumes that all the consideration
paid by investors in the Bridge Offering is allocated to the Convertible
Preferred Stock. Also assumes conversion of all shares of Convertible
Preferred Stock into 102,041 shares of Common Stock.

(3) Additional dilution to new investors will also result if shares of Common
Stock upon exercise of outstanding warrants and options available for grant
under the Company's 1993 Stock Incentive Plan, which have exercise prices
of less than the offering price per share paid for shares of the Company's
Common Stock purchased in this offering. Further, warrants and options
are outstanding to purchase an aggregate of 262,750 shares of Common Stock
at a weighted average exercise price of $5.02 per share, as well as
Warrants exercisable to purchase an additional 41,667 shares of Common
Stock at a price of $________ per share.

-20-
<PAGE>

(4) Assumes no exercise of Warrants or Representative's Securities.

As of the date of this Prospectus, the Company had issued and sold an
aggregate of 850,980 shares of Common Stock for a total purchase price of
$2,988,235, or an average price per share of $3.51. This compares to a purchase
price of $_____ per share for investors in this offering. Upon completion of
this offering, assuming the maximum number of shares are sold, and after
deduction of expenses of the offering, Investors will have contributed _____% of
the capital of the Company for which they will have received ____% of the Common
Stock.

-21-
<PAGE>

CAPITALIZATION

The following table sets forth the capitalization of the Company as of
April 28, 1996 (i) on an historical basis, (ii) pro forma to give retroactive
effect to April 28, 1996 to the sale of the 416,670 (pre-split) shares of
Convertible Preferred Stock and 208,335 (pre-split) Class B Warrants for an
aggregate purchase price of and net proceeds of $225,000 in the Bridge
Offering, and (iii) as adjusted to give effect to the conversion of the
Convertible Preferred Stock and the sale of the securities offered hereby and
the initial application of the estimated net proceeds therefrom. See "Use Of
Proceeds." This section should be read in conjunction with the financial
statements and notes to the financial statements which are contained
elsewhere in this Prospectus.

<TABLE>
<CAPTION>
April 28, 1996
---------------------------------------------------
ProForma
As
Actual Pro Forma(1) Adjusted (2)(3)(4)
--------- ------------ -------------------
<S> <C> <C> <C>
Long term debt . . . . . . . . . . . $ 723,622 $ 723,622
---------- ------------
Stockholders' equity
Common Stock, $.002 par value, . . . . . 1,498 1,498
850,000,000 shares authorized;
748,939 shares issued and
outstanding; 748,939 shares
outstanding pro forma
1,850,980 as adjusted.(2)
Preferred Stock, $.10 par value, . . . . -- 41,667
20,000,000 shares authorized;
416,670 shares outstanding,
pro forma; none outstanding
as adjusted.
Additional paid-in capital . . . . . . 2,756,737 2,940,070
Accumulated deficit. . . . . . . . . (1,783,371) (1,783,371)
Total stockholders' equity (3)(4)(5) 974,864 1,199,864
---------- ------------
Total capitalization . . . . . . . . . . . $1,698,486 $ 1,923,486
---------- ------------
---------- ------------

</TABLE>

(1) Pro forma adjusted to give effect to the sale of the 416,670
(pre-split) shares of Convertible Preferred Stock and 208,335 (pre-split)
Class B Warrants for net proceeds of $225,000 in the Bridge Offering.

(2) Pro forma adjusted to give effect to (i) conversion of the Convertible
Preferred Stock into 102,041 shares of Common Stock, (ii) the sale of
1,000,000 Shares of Common Stock and 1,000,000 Warrants offered hereby for
gross proceeds of $_________ and (iii) reduced by estimated expenses of the
offering of $250,000.

(3) Does not include (i) 130,000 shares of Common Stock reserved for issuance
upon exercise of options granted under the Company's 1993 Stock Incentive
Plan, or an additional 100,000 shares of Common Stock which the Board of
Directors has approved to be added to the Plan, subject to shareholder
approval, 133,000 of which are subject to outstanding and unexercised
options having a weighted average exercise price of $2.25 per share, and of
which 40,000 options are

-22-
<PAGE>

subject to future vesting, (ii) 92,750 shares of Common Stock reserved
for issuance upon exercise of outstanding Class C Common Stock
Purchase Warrants ("C Warrants") at a price of $10.00 per
share, (iii) 37,000 shares of Common Stock reserved for issuance pursuant
to the exercise of other outstanding options and warrants having a weighted
average exercise price of $2.50 per share, (iv) 60,000 shares of Common
Stock reserved for issuance pursuant to the exercise of options which may
be granted under the Company's 1995 Employee Stock Purchase Plan ("1995
ESPP"), and (v) 41,667 shares of Common Stock reserved for issuance
upon the exercise of outstanding Warrants.

(4) Assumes no exercise of Warrants and Representative's Securities sold by the
Company in the concurrent offering.

-23-
<PAGE>

DIVIDENDS

No cash dividend was paid for the last two fiscal years. In March 1994,
following completion of a rights offering, the Company distributed to its
shareholders of record, PRO RATA, 2,409,700 shares of the common stock of Global
Casinos, Inc. previously acquired by the Company in its disposition of two
casino properties.

While no decision with regard to the payment of dividends in the future
has, to date, been made, the Company does not, as of the date of this
Prospectus, intend to declare or pay any dividends on its outstanding shares of
Common Stock in the foreseeable future. Future dividend policy is subject to
the discretion of the Board of Directors, and is dependent upon a number of
factors including future earnings, capital requirements and the financial
condition of the Company. The rights of Common Stock shareholders to dividends
shall be subject to the rights and preferences of Preferred Stock shareholders,
if any, at the time the dividend is declared.

-24-
<PAGE>

CERTAIN MARKET INFORMATION

PRICE RANGE OF COMMON STOCK

The outstanding shares of Common Stock are traded over-the-counter and
quoted on the OTC Electronic Bulletin Board on a limited and sporadic basis
under the symbol "PMRCA." The reported high and low bid and asked prices for
the Common Stock are shown below for the period through June 30, 1996. The
prices presented are bid and asked prices which represented prices between
broker-dealers and do not include retail mark-ups and mark-downs or any
commission to the broker-dealer. The prices do not necessarily reflect actual
transactions.

BID(1) ASK(1)
--------------------- -----------------------
High Low High Low
----- ----- ------- -------

1994
First Quarter $ 7.50 $ 6.25 $ 10.00 $ 10.00
Second Quarter 7.50 7.50 10.00 10.00
Third Quarter 7.50 7.50 10.00 10.00
Fourth Quarter 5.00 5.00 10.00 10.00

1995
First Quarter (2) (2) (2) (2)
Second Quarter $ 5.00 $ 5.00 $ 10.00 $ 10.00
Third Quarter 5.00 1.25 10.00 3.75
Fourth Quarter 3.75 1.875 8.125 6.25

1996
First Quarter $ 2.50 $ 1.875 $ 8.125 $ 3.125
Second Quarter
Third Quarter
(through July ___, 1996)

- ---------------
(1) All prices have been adjusted to give retroactive effect to a one-for-five
reverse stock split which will be completed on the date of this Prospectus.

(2) No trading activity during the period.

The bid and ask price of the Company's Common Stock on July ___, 1996 were
$_______ and $______, respectively, as quoted on the OTC Electronic Bulletin
Board and as adjusted for the reverse stock split referred to above. As of
July ___, 1996 there were approximately _______ shareholders of record of the
Company's Common Stock.

-25-
<PAGE>

SELECTED FINANCIAL DATA AND STATISTICAL DATA

<TABLE>
<CAPTION>
Three months ended
Period ended Year ended ----------------------
January 29, January 28, April 30, April 28,
1995 (1) 1996 1995 1996
----------- ---------- -------- ---------
<S> <C> <C> <C> <C>
STATEMENTS
OF OPERATIONS DATA:
Revenues . . . . . . . . . . . .$ 8,335,790 $9,069,840 $2,022,068 $1,873,553
Operating (loss) . . . . . . . . (886,667) (37,298) (267,788) (174,347)
Extraordinary items. . . . . . . 141,237 145,331 102,390
--
Net income (loss). . . . . . . . (1,038,726) 174,219 (92,354) (127,340)
Net income (loss)
per share . . . . . . . . . . (2.93) .35 (.21) (.17)
Weighted average number
of shares outstanding (2). . . 354,600 495,800 434,147 748,939

Three months ended
Period ended Year ended ----------------------
January 29, January 28, April 30, April 28,
1995 (1) 1996 1995 1996
----------- ---------- ------------ ----------

STATISTICAL DATA:

Store revenues . . . . . . . . .$ 8,178,054 $8,957,344 $1,996,353 $1,869,982
Store gross margin . . . . . . . 5,509,955 6,337,334 1,324,471 1,303,222
Store operating expenses . . . . 4,850,747 4,906,077 1,219,555 1,143,775
Store operating profit . . . . . 659,237 1,431,257 104,916 159,477
Corporate overhead operating
expenses . . . . . . . . . . . 1,430,884 1,518,416 378,630 333,614
Gross margin percentage. . . . . 66.4% 70.3% 65.8% 69.6%
Comparable same store
sales (5). . . . . . . . . . . 7,448,884 8,186,449 1,711,476 1,758,604
Comparable same store
sales growth (5) . . . . . . . N/A 9.9% N/A 2.8%
Comparable same store
sales per square foot (5). . . 520.68 572.24 119.63 122.93

</TABLE>

-26-

<PAGE>

As of
April 28, 1996
---------------------------------------------
Actual Pro forma (3) Pro forma
------ ------------- As adjusted (3)(4)
------------------

BALANCE SHEET DATA:

(1) Due to the Company's change in fiscal year, the Company's financial
statements are reported for the year ending December 31, 1994 ("Fiscal
1994"), a one month period ending January 29, 1995, and the year ending
January 28, 1996 ("Fiscal 1996"). The Impostors acquisition was completed
on February 24, 1994, and accordingly results of operations for the period
ended December 31, 1994 reflect only ten months of Impostors' operations.
Prior to the Impostors acquisition, which includes the period from January
1, 1994 through February 23, 1994 (approximately two months), the Company
had no significant operating activity. Therefore, for purposes of
comparison, the one-month period from January 1, 1995 through January 29,
1995 has been combined with Fiscal 1994 and therefore represents thirteen
(13) months of combined operations but only eleven (11) months of
operations of Impostors. This combined period is referred to as "the
period ended January 29, 1995."

(2) Gives effect to the one-for-five (1-for-5) reverse split which was
effective on the date of this Prospectus.

(3) Includes $225,000 net proceeds received from the sale of 416,670 shares
of Convertible Preferred Stock (pre-split) and 208,335 (pre-split) Class B
Warrants, in the Bridge Offering.

-27-

<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with
the Financial Statements and Notes thereto appearing elsewhere in this report.

RETAIL FISCAL YEAR

The method of financial reporting is a fifty-two to fifty-three (52-53)
week fiscal year ending on the last Sunday in January of each year. Likewise,
reporting quarters end on the Sunday closest to the calendar end of April, July,
and October. Each reporting quarter contains 13 weeks of operations.

LIQUIDITY AND CAPITAL RESOURCES

Approximately 20% of the Company's business is generated during the
Christmas holiday season. The Company's cash position will therefore be the
highest at the end of December as compared to any other month in the year, and
tends to decrease during the first quarter. As such, the Company's cash
position decreased $123,157 from $327,198 at January 28, 1996, to $204,041 at
April 28, 1996, a decrease of nearly 38%.

At April 28, 1996, marketable securities consisted of the Company's
holdings in Global Casinos, Inc. Marketable securities increased from $45,113
at January 28, 1996 to $88,420 at April 28, 1996, reflecting favorable market
conditions for the Company's remaining holdings of Global Casinos, Inc. common
stock. Management intends to liquidate its remaining securities holdings as
market conditions and working capital requirements dictate.

During the quarter ended April 28, 1996, merchandise inventories decreased
approximately 9% from $1,393,925 at January 28, 1996 to $1,265,742 at April 28,
1996. This decrease reflects normal seasonal fluctuations and management's
efforts to control merchandise inventory levels.

As a result of the foregoing, current assets decreased by $128,311 or
nearly 7%, from $1,861,739 at January 28, 1996, to $1,733,428 at April 28, 1996.

Property and equipment increased $16,766, from $977,727 at January 28,
1996, to $994,493 at April 28, 1996. The net increase consisted of leasehold
improvements in connection with the relocation of the Company's store in the St.
Louis Galleria in St. Louis, Missouri. In addition, the Company invested
approximately $15,000 in various furniture, fixtures and equipment for its
corporate offices in Colorado. At January 28, 1996, the Company recorded
$164,900 in trademark assets, representing the goodwill of the Impostors
trademark and other intellectual property acquired as part of the Company's
acquisition of Impostors. This asset, whose amortized book value was $159,800
at April 28, 1996, is being amortized over a 10-year period.

As of April 28, 1996, the Company had total outstanding liabilities of
$2,006,279 compared to $1,994,590 at January 28, 1996, an increase of $11,689.
Current liabilities increased $12,779, from $1,178,567 at January 28, 1996 to
$1,191,346 at April 28, 1996, an increase of approximately 1.1%. Working
capital therefore decreased by $141,090, from $683,172 at January 28, 1996, to
$542,082 at April 28, 1996.

-28-

<PAGE>

The amount borrowed from related parties equaled $98,879 at April 28,
1996, and remained unchanged from January 28, 1996. Current notes payable
decreased from $378,902 at January 28, 1996, to $356,578 at April 28, 1996, a
decrease of $22,324 or nearly 6%. As of June 24, 1996, the Company was in
arrears in the payment of these notes totalling, in the aggregate,
approximately $120,000. The Company has been in discussions with the two
noteholders and plans to retire these two notes out of the proceeds of this
offering.

The Company's long-term debt, net of current portion, at April 28, 1996
was $723,622 compared to $759,864 at January 28, 1996. The largest portion
of the Company's long-term debt is comprised of a $635,000 promissory note,
which note carries interest at the rate of 10% per annum and is payable in
monthly interest only in payments of approximately $5,300. The note is due
February 22, 1998 and is secured by a UCC security interests in the Company's
accounts receivable and inventory. The remainder of long-term debt represents
notes that were part of the Impostors retail chain acquisition in February,
1994.

Accounts payable increased $176,970 or approximately 61%, from $291,905 at
January 28, 1996 to $468,875 at April 28, 1996. This change reflects
management's efforts to gain more favorable terms with its vendors by purchasing
in larger quantities.

Other accrued liabilities decreased from $408,881 at January 28, 1996 to
$267,014 at April 28, 1996, a decrease of $141,867 or nearly 35%. Other accrued
liabilities primarily represent expenses accrued in the ordinary course of
business in connection with the operation of the Company's Impostors retail
chain.

As a result of the Company's net loss for the quarter of $127,340, the
accumulated deficit increased from $1,656,031 at January 28, 1996 to a deficit
of $1,783,371 at April 28, 1996. As a result, total stockholders' equity
decreased from $1,102,204 at January 28, 1996, to $974,864 at April 28, 1996.

Net cash provided by operating activities for the year ended January
28, 1996 was $128,516 compared to cash used in operating activities of
$58,944 for the year ended December 31, 1994. Offset against cash provided by
financing activities of $382,500, consisting of $282,500 from issuance of
common stock and $100,000 from proceeds of issuance of notes payable, were
principal payments on notes of $346,219, resulting in net cash provided by
financing activities of $36,281. Net cash used in investing activities was
$8,763, consisting $165,137 in capital expenditures for property and
equipment used primarily for construction and improvements of retail
locations, and proceeds from the sale of investments of $156,374. The
foregoing resulted in an improvement in the Company's cash position of
$156,034, from $171,164 at January 29, 1995 to $327,198 at January 28, 1996.

Net cash provided by operating activities for the period ended April 28,
1996 was $12,358, compared with cash provided by operating activities of
$115,628 for the three months ended April 30, 1995. Offset against cash
provided by operating activities during the three months ended April 28, 1996
was cash used in investing activities of $76,949 for capital expenditures on
property and equipment. This compares with net cash provided by investing
activities of $44,084 during the three months ended April 30, 1995, comprised of
$30,427 in capital expenditures and $74,511 from the proceeds of the sale of its
investments in marketable securities, and represents a decrease of $121,033.
Net cash used in financing activities for the three months ended April 30, 1995
and April 28, 1996 was $117,385 and $58,566, respectively, as a result of
payment on notes payable. The foregoing resulted in a decrease in the Company's
cash position of $9,450, from $213,491 at April 30, 1995, to $204,041 at April
28, 1996.

The Company has entered into a lease to open a new store in the Park
Meadows shopping mall in the Denver metropolitan area. The store is scheduled
to open in September, 1996. Other potential real estate sites are currently
being evaluated, although to date no decisions regarding additional new
locations have been made. Depending on location and size, the opening of a new
retail location represents an aggregate capital requirement of approximately
$100,000-$200,000, including the lease expenses, fixtures, equipment and
inventory.

On June 14, 1996, the Company successfully completed a bridge financing in
which it sold an aggregate of 416,670 (pre-split) shares of Series A Convertible
Preferred Stock and 208,335 (pre-split) Class B Warrants, realizing net proceeds
of $225,000. The proceeds of the Bridge Offering were utilized to complete
three store remodeling projects and to pay for the expenses associated with
opening the new Park Meadows store.

At January 28, 1996, the Company had a net operating loss carryforward
for federal tax purposes of $680,000 that may be utilized to offset future
profits.

RESULTS OF OPERATIONS

REPORTING PERIODS AND COMPARABILITY. Due to the Company's change in fiscal
year, the Company's financial statements are reported for the year ending
December 31, 1994 ("Fiscal 1994"), a one month period ending January 29, 1995,
and the year ending January 28, 1996 ("Fiscal 1996"). The Impostors acquisition

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<PAGE>

was completed on February 24, 1994, and accordingly results of operations for
the period ended December 31, 1994 reflect only ten months of Impostors'
operations. Prior to the Impostors acquisition, which includes the period from
January 1, 1994 through February 23, 1994 (approximately two months), the
Company had no significant operating activity. Therefore, for purposes of
comparison, the one-month period from January 1, 1995 through January 29, 1995
has been combined with Fiscal 1994 and therefore represents 13 months of
combined operations but only 11 months of operations of Impostors. This
combined period is referred to in the following discussion as "the period ended
January 29, 1995."

The following table sets forth for the periods indicated the percentages
which selected items in the Consolidated Statements of Operations bear to net
sales:

<TABLE>
<CAPTION>
Three Months Three Months
Period Ended Fiscal Year Ended Ended Ended
January 29, 1995 January 28, 1996 April 30, 1995 April 28, 1996
------------------ ---------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Sales $8,335,790 100% $9,069,840 100% $2,022,068 100% $1,873,553 100%

Cost of goods sold 2,797,607 33.6% 2,690,658 29.7% 691,670 34.2% 570,510 30.5%

Gross margin 5,538,183 66.4% 6,379,182 70.3% 1,330,398 65.8% 1,303,043 69.5%

Operating expenses 6,424,850 77.0% 6,416,480 70.7% 1,598,186 79.0% 1,477,390 78.9%

Operating loss (886,667) (10.6)% (37,298) (0.4)% (267,788) (13.2)% (174,347) (9.3)%

Other income
(expenses), net (344,296) (4.1)% 2,186 nil 30,044 1.5% 47,007 2.5%

Income (loss) before
extraordinary item (1,179,963) (14.2)% 28,888 0.3% (194,744) (9.6)% (127,340) (6.8)%

Net income (loss) (1,038,726) (12.5)% 174,219 1.9% (92,354) (4.6)% (127,340) (6.8)%

Net income (loss)
per share (2.93) .35 (.21) (.17)

</TABLE>

RESULTS OF OPERATIONS - THREE MONTHS ENDED APRIL 28, 1996 COMPARED TO THREE
MONTHS ENDED APRIL 30, 1995

The Company's total revenues for the three months ended April 30, 1996 were
$1,873,553 on 26 operating retail stores (average) as compared to $2,022,068 on
28 operating retail stores (average) for the comparable period ended April 30,
1995. Comparable same store sales were approximately $1,758,000 for the three
months ended April 28, 1996 as compared to approximately $1,711,000 for the
comparable period ended April 30, 1995, an increase of approximately 3%.
Sales from wholesale operations of $3,544 and $24,431 are included
in total revenues for the three months ended April 28, 1996 and April 30, 1995,
respectively.

For the three months ended April 28, 1996, costs of goods sold was $570,510
and the gross margin was $1,303,043, or approximately 70%. For the three months
ended April 30, 1995, costs of goods sold was $691,670 and the gross margin was
$1,330,398, or approximately 66%. The Company

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<PAGE>

attributes its improvement in gross margin percentage to less promotional
activity and buying opportunities offering lower merchandise costs.

Selling, general and administrative expenses were $1,412,107 for the three
months ended April 28, 1996, compared to $1,503,612 for the period ended April
30, 1995. The majority of these expenses were comprised of personnel expenses,
which amounted to $663,920, and $725,601 for the three months ended April 28,
1996, and April 30, 1995, respectively, and occupancy costs of $474,961, and
$499,168 respectively. Depreciation and amortization expense was $65,283 for
the three months ended April 28, 1996, and $94,574 for the three months ended
April 30, 1995. The Company attributes the decrease in operating expense of
$120,796 to operating three fewer stores for the three months ended April 28,
1996 as compared to the period ended April 30, 1995, the move of its corporate
offices from California to Colorado in January, 1996 in which certain personnel
and occupancy savings were realized, and a more fully depreciated property and
equipment asset base.

As a result of the foregoing, the Company's net operating loss for the
three months ended April 28, 1996 was $174,347. This compares with a loss from
operations for the three months ended April 30, 1995 of $267,788.

Net interest expense was $29,161 and $31,799 for the three months ended
April 28, 1996, and April 30, 1995, respectively. The Company's unrealized gain
on investments of $43,308 for the period ended April 28, 1996, relates to the
Company's holdings of common stock in Global Casinos, Inc. For the period ended
April 30, 1995, the Company reported an unrealized loss of $12,679 on its
securities holdings.

For the period ended April 28, 1996, the Company reported other income
of $18,284, which consists of a settlement with a former franchisee for
approximately $10,000 in cash and inventory, and approximately $7,000 in
recognized license fees associated with extension agreements that will allow
licensees use the Impostors trademark for an additional year. These
agreements will expire in the first quarter of fiscal 1998. For the period
ended April 30, 1995, the Company reported other income, net of other
expenses, of $64,560, approximately $72,000 of other income reflecting a
settlement which had been reached with a former franchise previously written
off by the Company.

Extraordinary gain of $102,390, net of income tax benefit of $43,000 for
the period ended April 28, 1996, represents negotiated settlements with
several of the Company's creditors that had resulted from the Company's
business prior to the acquisition of Impostors.

Based on the foregoing, the Company reported a net loss for the three
months ended April 28, 1996 of $127,340, which translates to a net loss per
share, after extraordinary item, of $0.17 based on 748,939 weighted average
shares outstanding. This compares with a reported net loss for the three months
ended April 30, 1995 of $92,354, or $0.21 per share, based on 434,147 weighted
average shares outstanding as of that date.

Other than the foregoing, management knows of no trends, or other demands,
commitments, events or uncertainties that will result in, or that are reasonably
likely to result in, a material impact on the income and expenses of the
Company.

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<PAGE>

RESULTS OF OPERATIONS MONTH ENDED JANUARY 29, 1995

As discussed below the Company changed its fiscal year from a calendar
year end to a retail year end in 1995. As such, a one month operating period
ended January 29, 1995 was reported in the Company's financial statements.

Total revenues for the period were $543,377. Cost of goods sold was
$228,076 resulting in a gross margin of $315,301, or 58%. The margin
percentage reflects management's effort to reduce inventories and preparation
for the closing of 2 stores in March, 1995.

Operating expenses of $518,327 which included personnel expenses of
$231,802 and occupancy expenses of $174,592, resulted in an operating loss of
$203,026 for the one month period. Also included in operating expenses was
depreciation of $29,663 and general administrative expenses of $82,270.
Interest expense was $11,899.

As a result of the foregoing, the Company reported a net loss for the
one month period ended January 29, 1995 of $214,784, or $.49 per share on
434,200 weighted average shares outstanding.

Net cash used in operating activities of $410,030 was the result
of a significant reduction in accounts payable of $435,030, which was
partially offset by cash provided by a $201,735 reduction in merchandise
inventories.

Payments on notes payable were $18,008. As a result of the foregoing,
the Company's cash position decreased by $428,038, from $599,202 at January
1, 1995 to $171,164 at January 29, 1995.

RESULTS OF OPERATIONS - FISCAL 1996 COMPARED TO PERIOD ENDED JANUARY 29, 1995

The Company's revenues increased from $8,335,790 for the period ended
January 29, 1995 to $9,069,840 for the year ended January 28, 1996. During
1995, the Company's same store sales increased by 9.9%, or approximately
$738,000. On a percentage basis, sales improved most significantly in the
beginning of the year, mainly due to higher inventory levels compared to the
same period in 1994, when the Company had just emerged from its bankruptcy
proceedings. The Company's sales also improved due to a refocus in the
Company's merchandising strategy, from less fashion-oriented merchandise to
more fine jewelry looks.

During Fiscal 1996, the Company closed four stores due to unprofitable
operations. One location, Rodeo Drive, was also closed due to the landlord's
termination of a month-to-month lease. In October 1995, the Company opened a
new location in the Tucson Mall in Tucson, Arizona, and in November 1995, the
Company opened a new store in Bellevue Square, Bellevue, Washington. During
the year ended January 28, 1996, the sales per store ranged from
approximately $197,000 to approximately $1,460,000 for the highest sales
volume store. A majority of the retail stores generate between $250,000 and
$450,000 in annual sales. The Company believes that existing stores have
potential for further improvements in sales and contribution through the
continuation of a focused merchandise mix as well as from a higher inventory
turn rate. In addition, remodeling and updating the overall look of the
stores should further enhance these stores' performance. In 1995, the Company
remodeled its store at the Stoneridge Mall in Northern California to reflect
a more contemporary look and color scheme. In March 1996, the Company's
store in the St. Louis Galleria in St. Louis, Missouri was remodeled and
relocated to an improved location in the mall. The Company's remodeling
efforts will continue to the extent that funds are available and the expected
sales increases justifies the capital investment.

Approximately $111,000 of the Company's sales in Fiscal 1996 represented
sales to wholesale clients, while the comparable amount for the period ended
January 29, 1995 was $154,954. The Company's wholesale business was primarily
to former franchisees that signed licensee agreements with the Company allowing
the licensees a continued use of the Impostors mark. In March, 1996 these
licensee agreements expired, and management is considering renewal of these
agreements on a case-by-case basis. As of the date of this report, three of
these agreements, representing five stores, have been renewed for an annual
licensee fee of $5,000 per store.

For the year ended January 28, 1996, cost of goods sold was 29.7%
compared to 33.6% for the period ended January 29, 1995. Gross margin therefore
improved by approximately 4% from 66.4%, or $5,538,183 for the period ended
January 29, 1995 to 70.3% or $6,379,182 for the year ended January 28, 1996.
Approximately 3% of the gross margin increase resulted from the relatively
higher discounts obtained on merchandise where the Company bought larger
quantities. The Company's gross margin also improved from an increase in the
amount of products purchased from the Pacific Rim which normally offers a lower
merchandise cost than if the same products were bought from domestic vendors.
In addition, less promotional activity without erosion in sales in Fiscal 1996
compared to the period ended January 29, 1995 generated overall improved gross
margins in most product categories. Gross margin incorporates the costs of
shrinkage and freight, which for Fiscal 1996 were approximately $52,000 and
$51,000 respectively and approximately $146,000 and $49,000 respectively in
Fiscal 1995. 1% of the total 4% gross margin improvement therefore resulted
from an approximate $94,000 reduction in shrinkage in Fiscal 1996 as compared to
the period ended January 29, 1995.

Operating expenses were essentially unchanged at $6,416,480 for the year
ended January 28, 1996 compared to $6,424,850 for the period ended January 29,
1995. The majority of these expenses

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<PAGE>

were comprised of salaries and wages which amounted to $2,473,000 compared to
approximately $2,500,000 for the period ended January 29, 1995. Occupancy
costs were $1,974,000 compared to $1,740,000 for the period ended January 29,
1995. Depreciation and amortization was $337,070 for the year ended
January 28, 1996, compared to $341,809 for the period ended January 29, 1995.
Provision for store closures was $143,000 at January 29, 1995. The Company
did not reserve any amounts for store closures at January 28, 1996 as none of
the Company's current retail locations are expected to be closed during
fiscal 1997.

As part of management's efforts to reduce the Company's overhead expenses,
in January 1996, the Company relocated its corporate headquarters from San
Francisco, California to Denver, Colorado.

As a result of the foregoing, the Company improved its results from
operations by $849,369, or 96%, from an operating loss of $886,667 for the
period ended January 29, 1995, to an operating loss of $37,298 for the year
ended January 28, 1996. Due to a reduction in notes and loans outstanding,
interest expense decreased by $49,296, or approximately 31%, from $157,476
for the period ended January 29, 1995 to $108,180 for the year ended January
28, 1996. The net loss on marketable securities, which primarily related to
the Company's holdings of common stock in Global Casinos, Inc. increased by
$35,680, from a loss of $146,963 at January 29, 1995 to a loss of $182,643 at
January 28, 1996. The loss on the marketable securities includes an
unrealized loss of $93,232, reflecting a decrease in the market value of the
Global Casinos, Inc. shares at January 28, 1996 as compared to the investment
cost basis of these shares at January 29, 1995. Reduction of accounts
payable at January 28, 1996, represents the reversal of recorded amounts
based upon management's estimates of the amounts that may ultimately be paid,
but the Company has not received formal releases from payment from the
creditors. This resulted in a gain of $282,110.

Extraordinary gain of $145,331, net of income tax benefit of $64,000 for
the year ended January 28, 1996 represented gains from the restructuring and
settlement of debts related to the Company's operations prior to the
Impostors acquisition. At January 29, 1995, the gain from debt restructure
was $141,237, net of income tax benefit of $51,000.

Based on the foregoing, at January 28, 1996, the Company reported an
improvement in net income of $1,212,927, from a net loss of $1,038,726 for the
period ended January 29, 1995 to a net income of $174,219 for the year ended
January 28, 1996, which, based on average shares outstanding 495,800, translates
to a net income per share, after extraordinary items, of $.35. This compares to
a net loss for the period ended January 29, 1995 of $2.93 per share based on
weighted average shares outstanding of 354,600.

Inflation and changing prices have not had a material impact on the
Company's prices, net sales and revenues and income from continuing operations,
and are not expected to have a material impact in the future.

IMPAIRMENT OF LONG-LIVED ASSETS - In March, 1996, the Financial
Accounting Standards Board issued a statement entitled "Accounting for
Impairment of Long-Lived Assets." In the event that facts and circumstances
indicate that the cost of assets or other assets may be impaired, an
evaluation of recoverability would be performed. If an evaluation is
required, the estimated future undiscounted cash flows associated with the
asset would be compared to the asset's carrying amount to determine if a
write-down to market value or discounted cash flow value is required.
Adoption of FAS 121 had no effect on the unaudited April 28, 1996 financial
statements.

STOCK-BASED COMPENSATION - In October 1995, the Financial Accounting
Standards Board issued a new statement titled "Accounting for Stock-Based
Compensation" (FAS 123). The new statement is

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<PAGE>

effective for fiscal years beginning after December 15, 1995. FAS 123
encourages, but does not require, companies to recognize compensation expense
for grants of stock, stock options, and other equity instruments to employees
based on fair value. Companies that do not adopt the fair value accounting
rules must disclose the impact of adopting the new method in the notes to the
financial statements. Transactions in equity instruments with non-employees
for goods or services must be accounted for on the fair value method. The
Company has elected not to adopt the fair value accounting prescribed by FAS
123 for employees, and will be subject only to the disclosure requirements
prescribed by FAS 123.

Other than what has been discussed above, management knows of no trends, or
other demands, commitments, events or uncertainties that will result in, or that
are reasonably likely to result in a material impact on the income and expenses
of the Company.

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<PAGE>

BUSINESS

OVERVIEW

Operating under the name "Impostors," Premier Concepts, Inc. (the
"Company") specializes in the marketing and retailing of high-end reproduction
jewelry ("faux jewelry") and 14 karat gold jewelry with cubic zirconia and other
synthetic stones. Through its national chain of 26 currently operating retail
stores, the Company sells jewelry that emulates classic fine jewelry as well as
pieces designed by famous jewelers such as Tiffany & Co.-Registered Trademark-,
Cartier-Registered Trademark-, Bulgari-Registered Trademark- and Harry Winston.
The Company's product line also includes replicas of jewelry owned by Princess
Diana, The Duchess of Windsor, Elizabeth Taylor and other celebrities. The
Company's faux jewelry is created with layered gold, cubic zirconia and Austrian
crystal to simulate the look of fine jewelry. In June 1996, the Company
introduced a new collection of genuine sterling silver jewelry featuring semi-
precious and synthetic stones. The Company's products are purchased from
several domestic vendors and from vendors in China, England, Hong Kong, Italy,
Korea, Spain, Taiwan and Thailand.

The Impostors stores are designed to match the elegant look of the
Company's products and to provide customers with the feeling of shopping in an
upscale, fine jewelry environment. The Company's stores are located in shopping
malls and tourist locations. Currently, the Company's stores are located in
Southern California, Northern California, the states of Arizona, Louisiana,
Missouri and Washington and in the Washington, D.C. area. In addition, the
Company has entered into a lease to open a new store in the Park Meadows
shopping mall in the Denver metropolitan area, which is scheduled to open
September, 1996. The Company's largest and most visible store is located in the
prime retail area of San Francisco's Union Square.

BUSINESS STRATEGY

In March 1994, the Company acquired out of bankruptcy substantially all of
the assets and assumed certain liabilities used in connection with the operation
of a nationwide chain of 29 faux jewelry stores which were then operating under
the trademark "Impostors." In the months following the Company's entry into the
faux jewelry industry, results of operations continued to deteriorate
principally due to the continuing burden of excessive operating and overhead
expenses, pre-petition and post-petition bankruptcy liabilities, the
unprofitability of certain stores, as well as the continuation of ineffective
marketing and merchandizing strategies. In June 1994, the Company hired a new
president, Sissel B. Greenberg, who immediately began implementing a transition
plan calculated to reverse the negative impacts of the Company's predecessor's
ineffective business strategy. In furtherance of the turnaround effort, the
Company has reduced overhead by moving its corporate offices from San Francisco
to Denver, closed four stores due to unprofitable operations, reduced debt
through negotiated settlements, opened two new stores and implemented a new
merchandizing strategy. These actions have reduced the Company's operating loss
from $886,667 for the 13-month period ended January 29, 1995 to a loss of
$37,298 for the fiscal year ended January 28, 1996.

With its turnaround strategy in place, Premier believes that it has an
opportunity to become a leader in the specialty retailing segment of the market
for faux and reproduction jewelry and related accessory items through a
combination of internal growth and acquisitions. Its plans include adding new
stores and remodeling existing stores, development of new marketing channels
including multimedia and direct mail, and the marketing of its high-end jewelry
reproductions and store concept internationally through licensing and
distribution arrangements.

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<PAGE>

PRINCIPAL PRODUCTS

Since inception, Impostors' merchandising strategy has evolved through
several phases. Initially, the concept was based on the marketing and retailing
of jewelry representing faux copies of expensive fine and designer jewelry.
However, in 1993, when AFJ filed for Chapter 11 protection, the "Rediscover
Impostors" program presented a new business focus presenting the merchandise in
a theme oriented style and focusing on more trendy fashion jewelry. Price
points were significantly lowered for a day-in, day-out value. A significant
decline in revenues and margins resulted from this program. As part of the
turnaround plan, the merchandise has been refocused to designer and fine jewelry
inspired faux jewelry, with more emphasis on 14 karat gold and most recently,
genuine sterling silver.

The Company's products are comprised of approximately 60% fine jewelry
reproductions and emulations of merchandise inspired by classic designers such
as Cartier-Registered Trademark-, Tiffany & Co.-Registered Trademark-, Bulgari-
Registered Trademark- and Harry Winston, and approximately 40% of 14 karat gold
featuring cubic zirconia and other synthetic stones. The jewelry ranges from
solitaire rings and faux pearl necklaces to earrings, pendants and bracelets.
Since the Company's products are set in layered 18 karat gold over jewelers
bronze or 18 karat gold over sterling silver, the jewelry can be offered at
substantially less cost than the original pieces. The use of cubic zirconia and
other laboratory grown stones offers a more affordable product by emulating the
look and feel of expensive gemstone jewelry. The Company recently introduced a
collection of genuine sterling silver with semi-precious and synthetic stones.

The Company offers approximately 3,000 different jewelry items, with none
representing more than 10% of the Company's total annual sales. As a group, 14
carat gold items constitute the largest classification, representing 40% of
total inventory. Throughout the year, individual stores offer between 1,000 and
2,000 different pieces, with certain specialty items being added from time to
time for seasonal or other marketing purposes.

Most of the Company's products are selected by the Company from existing
inventory offered by vendors. However, from time to time the Company
purchases exclusive items that are manufactured under special order for the
Company. Because the Company's products are high-quality emulations of
classic fine jewelry designs that change little from year to year, the
Company has not experienced problems associated with inventory obsolescence.

REMODELING AND EXPANSION STRATEGY

The Company has developed a new interior design to match the elegant look
of its products and to provide its customers with the feeling of shopping in a
high-end, fine jewelry environment. During 1995, the Company completed one
interior remodel of an existing store in San Francisco, California. During
1996, the Company has completed two remodelings, one in St. Louis, Missouri and
one in Tucson, Arizona and has one additional remodeling in process, all
scheduled for completion in August 1996. In addition, the Company's new store
in Park Meadows shopping mall in the Denver metropolitan area will incorporate
its new interior design.

The Company plans to remodel eight additional stores over the next two
years, at an average estimated cost of $25,000 per store. See "Use of
Proceeds." Additional remodeling activity will depend upon the availability of
working capital from future operations, of which there can be no assurance. The
Company also plans to open ten new Impostors stores in existing and new markets
over the next 12 months. The Company has entered into a lease to open a new
store in the Park Meadows shopping mall in the Denver metropolitan area. The
store is scheduled to open in September 1996. Other potential real

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<PAGE>

estate sites in Florida, Massachusetts, Nevada, New Jersey and New York are
currently being evaluated, although to date no decisions regarding additional
new locations have been made.

In selecting and evaluating new sites, the Company has developed criteria
which consider local population demographics, customer base, sales per square
foot of other retailers in the area, and most significantly, location. The
Company focuses on centers and malls with a heavy tourist trade. Absent a high
tourist component, a regional mall would be considered only if the location
offered is in a high traffic area with a mix of other fashion tenants. The
Company also plans to pursue opportunities in casinos and high-profile hotels.
The Company develops financial projections for any new proposed site and will
reject any location where it believes break-even operations cannot be achieved
within a three- to six-month period. The opening of a new retail location
represents an aggregate capital requirement of approximately $100,000 to
$200,000, depending on location and size, which includes initial leasehold
expenses and improvements, purchases of furniture, fixtures and equipment and
initial inventory costs.

Since the Company's inventory, accounting and information systems are
highly automated, it believes that it has the present capacity to handle the
accounting, informational and inventory tracking needs for up to 100 stores.
Current management could manage an additional 10 stores with minimal increases
in overhead costs, with further additions requiring increased management and
other staffing.

In addition to developing its own new store locations, the Company is
continually investigating the possibility of acquiring companies in similar
lines of business, including faux jewelry, fine jewelry and accessories.
Potential candidates include small retail chains, companies currently engaged in
multimedia faux jewelry sales, as well as former Impostors franchisees. While
the Company continually investigates such acquisition opportunities, there are
no substantive negotiations, arrangements, agreement or understandings with
respect to any potential acquisition.

OTHER MARKETING AND DISTRIBUTION CHANNELS

Currently, over 98% of the Company's revenues are derived from its
retail store sales. The Company also has limited sales nationally and
internationally through distributors and wholesalers. The Company frequently
receives inquiries from overseas businesses regarding the development of
wholesale and retail distribution of its concept and products in Europe as
well as the Orient. Prior to this offering, the Company has had no resources
to focus on this international demand and products have been sold in limited
amounts to accounts in Australia, Chile, Italy and Taiwan. The Company plans
to increase its international business by hiring additional persons and/or
agents to represent its line of products internationally, and may use a
portion of the offering proceeds for investments in inventory to service any
increase in its international business, although no proceeds of this offering
have been specifically allocated for this purpose. The ability of the
Company to fully develop the potential offered by the international
marketplace depends upon both overcoming legal obstacles and the availability
of additional working capital from future operations, of which there can be
no assurance.

The Company plans to develop a catalogue which initially will be
distributed through its retail stores located in tourist areas. Depending on
the results of the in-store distribution, the Company may decide to broaden the
catalogue distribution through direct mailings to new potential customers. The
Company has also explored possible multimedia distribution of its jewelry. It
is in the process of developing an internet Home Page, which it expects to have
completed in August 1996. Additionally, the Company has initiated discussions
to market its concept and products to the home shopping networks, and intends,
through an independent producer, to develop a "Concept Program" around its theme
of designer inspired and faux jewelry. Part of this process includes the
licensing of a spokesperson,

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which may be a celebrity to add credibility and entertainment to the
Company's product line. The Company expects to have developed its Concept
Program within six to eight months following the completion of this offering,
which will then be presented to primarily domestic home shopping networks.
Approximately $100,000 has been budgeted for the development of these
additional marketing channels. See "Use of Proceeds."

MARKET AND CUSTOMERS

The Impostors' niche bridges the markets between costume and fine jewelry
by offering high-quality reproductions of classic and designer fine jewelry and
also a collection of 14 karat gold and sterling silver with cubic zirconia,
semi-precious and synthetic stones. The Company's faux jewelry distinguishes
itself from traditional fashion jewelry by the quality of the metals, stones and
craftsmanship utilized in the design and manufacturing process. While costume
jewelry is typically price-pointed in the $5 to $30 range, the majority of the
Company's faux jewelry is priced in the $30 to $100 range. The 14 karat gold
collection has pricepoints between $45 to $1,000, with the majority in the
$100 to $400 range.

The market for the Company's products is to a large extent defined by a
knowledgeable customer's desire to have the look, feel and design of classic
fine jewelry and expensive diamond and gemstone jewelry, without the cost. The
Company targets women between the ages of 30 and 60 who are either purchasing
jewelry reproductions in place of or to complement expensive fine jewelry, or
professional women who want the look of fine jewelry but are unwilling or unable
to pay the fine jewelry price tag. The Company expects this market to continue
to grow in accordance with the expected increases in the number of women
entering the professional workplace. The Company also expects to benefit from
the maturation of the baby boomer generation who, according to the United States
Census Bureau, will have reached the age of 45 by the year 2000. It has been
the Company's experience that the vast majority of its retail customers are
women purchasing for themselves rather than men purchasing for others.

SUPPLIERS AND VENDORS

The Company purchases its products from vendors who have an established
history of manufacturing high quality jewelry products. These vendors offer a
standard product line through catalogues and trade shows, and also will
manufacture certain products specially for the Company, for which the Company
will typically be given a 12 to 18 month exclusivity for that item by the
vendor. The Company's relationship with its vendors of high-quality product is
considered a component in its strategic advantage over other competitors. The
Company works closely with its vendors to constantly upgrade the quality of its
products.

The Company's products are currently being purchased 80% from domestic
vendors and 20% from vendors in England, Hong Kong, Italy, Korea, Spain,
Taiwan and Thailand. Most inventory is purchased from vendors' existing
inventory and designs, while some is manufactured under special order.
Orders from foreign vendors take 6 to 8 weeks to fill, with U.S. vendors
delivering in approximately 3 to 4 weeks. Most domestic vendors offer the
Company terms of payment of between 30 and 60 days and some offer up to 90
days, while many international vendors require either prepayment or payment
prior to shipment. The Company continually investigates new sources of
merchandise in order to maximize profit margins and expects to concentrate
future purchases to a larger degree from vendors in the Pacific Rim. The
Company considers the identity of its sources of supply to be proprietary to
the extent that a product's quality, source and price bear directly upon the
Company's competitive advantage. The Company does not rely on any single
source of supply and believes it could readily

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<PAGE>

obtain product from new suppliers should any given source become unavailable.
The Company has not experienced any difficulty in obtaining merchandise and
does not anticipate any future problems or restriction of availability.

COMPETITION

Because the Company's products address a market niche for the look and feel
of fine jewelry without the cost, it experiences both indirect and direct
competition from others. Indirect competition comes from costume and fashion
jewelry at the low end and fine jewelry on the upper end, with the Company's
faux jewelry and 14 karat gold with synthetic stones bridging the gap. The
Company believes its products are superior both in design and quality to jewelry
offered by traditional fashion jewelry retailers. Conversely, the Company's
advantage over expensive fine gemstone and diamond jewelry is one of cost
without a commensurate sacrifice in appearance or durability.

The Company competes directly with vendors and other
retailers of faux jewelry and indirectly with specialty retailers of
accessories and related items. Department stores typically offer lower-end
costume and fashion jewelry, or on occasion will offer higher-end faux
jewelry designed by their own exclusive designers. While some department
stores will have a limited offering of faux jewelry, the Company's exclusive
emphasis on this specialty market niche is designed to attract the customer
who has already decided to purchase faux jewelry rather than either costume
jewelry or the high cost genuine piece of fine jewelry. However, the Company
is not alone in this marketing approach, as there exist a few other chains of
retailers offering faux jewelry in a directly competitive manner. The
Company is aware of only one other business, N. Landau Hyman, that has a
comparable number of specialty retail stores that concentrate on the sale of
faux jewelry. Other specialty retailers who focus on the sale of faux
jewelry include Elegant Illusions which has approximately 10 stores in
California and Minnesota, Mystique which has 4 stores in Florida, and Diamond
Essence which has 3 retail stores in New York and Chicago and a direct
marketing catalogue concentrating exclusively on 14 karat gold jewelry with
faux gemstones. The Company's advantage, if any, over these other retailers
lies in its relationships with its vendors, some of which it considers to be
proprietary in nature, economies of scale offered by the Company's ability to
purchase large quantities of inventory from vendors who have certain minimum
quantity requirements, and in its store locations. Nevertheless, in order
for the Company to continue to be competitive, it must maintain and expand
its desirable store locations and continue to develop its strong vendor
relations, neither of which can be assured.

INTELLECTUAL PROPERTY

Copyrights, trademarks and trade secrets are the principal protection
for the Company's products, services and reputation. The Company owns
federally registered trademarks for the following names:
Impostors-Registered Trademark-, Impostors De Classique Copy
Jewels-Registered Trademark-, Impostors Copy Jewels-Registered Trademark-,
Elegant Pretenders-Registered Trademark-, and The Latest In Faux-Registered
Trademark-. All of the trademarks are considered by the Company to be
valuable property rights. The protection afforded by these intellectual
property rights and the law of trade secrets is believed by the Company to be
adequate protection for its products and or services.

As a reseller of emulations and copies of fine designer jewelry, the
Company must avoid infringing any copyrights or trademarks claimed by the
original designer. A copyright protects the manner of expression of a piece of
a jewelry rather than the idea or concept behind making it. As the Company's
products do not purport to be exact copies, but rather emulations inspired by
other designs, the Company believes that the sale of faux jewelry does not PER
SE violate the copyright interest of others. Nevertheless, if a particular
jewelry design is subject to copyright protection, that copyright expires after
75 years, if owned by a corporation, or after 50 years after the creator's
death, if an individual. Prior

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<PAGE>

to 1988, in order for a designer to claim copyright protection to a piece of
jewelry, a copyright notice would have to have been affixed to the original
piece. Thus, any jewelry sold in the United States before 1988 without a
copyright notice is considered to be in the public domain. However, fine
jewelry designed and sold in the United States after 1988 could be subject to
copyright protection without the necessity of a copyright notice on the
original piece. As a result, the Company has no effective way of determining
if a particular piece of fine jewelry is subject to copyright protection
claimed by its original designer. It is, therefore, important for the
Company to ensure that its products do not purport to be exact copies of an
original, but only inspired by the original designs.

Although infrequent, it is possible for a designer to claim trademark
protection if it can establish that the customer realizes that a particular
piece of jewelry comes from a particular manufacturer. In order to be claimed,
however, a registered trademark indication must usually be placed on the
original piece. The Company takes meticulous precaution to avoid advertising
and marketing strategies that might lead to confusion in the minds of its
customers as to the source or origins of its emulation jewelry.

The Company has developed and adopted methodologies designed to prevent its
infringement of the intellectual property rights of third parties; however,
there can be no assurance that it will not be subject to claims for inadvertent
infringement from time to time. While there have been only four instances of
claimed infringement in the past, when the Company has received notice of
inadvertent infringement, it has been its policy to voluntarily cease and desist
selling the particular product. As an average store has more than 1,000
different items of jewelry on display and offered for sale, the Company has not
experienced, and does not expect to experience, any material adverse effects on
its revenues in these instances.

LICENSE ARRANGEMENTS

The Company has granted a total of three licenses to former Impostors
franchisees granting to them the right to use the Impostors trademark in a total
of five retail locations for a period of one year. Each license requires the
payment of $5,000 per store per year, and is renewable annually at the
discretion of the Company. It is not expected that these license arrangements
will represent a material portion of the Company's future activity.

EMPLOYEES AND CONSULTANT

The Company currently has 70 full-time and 90 part-time employees, of which
14 are employed in the Company's corporate offices. Each retail store is
staffed by a manager and assistant manager, as well as one or more sales
personnel. The Company also has four area managers and one regional manager
(for the East Coast). Store managers are hired and supervised by area managers.
All management and staff personnel are employed directly by the Company.

The Company believes that it currently has sufficient management to add 10
additional stores over the next 12 months. Further store expansions will
require additions to management and staff on a case-by-case basis. The success
of future expansion will depend to a large extent on the Company's ability to
attract, motivate and retain highly-qualified personnel.

As President and Chief Executive Officer Ms. Greenberg serves under a
written employment agreement expiring on June 20, 1997. She receives a base
salary of $7,500 per month and is eligible to participate in the Company's
Incentive Stock Option Plan ("ISOP"). Ms. Greenberg was granted incentive stock
options pursuant to the ISOP exercisable to purchase, in the aggregate, 40,000
shares of

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<PAGE>

Common Stock of the Company at an exercise price of $1.875 per share, all of
which are fully vested, and incentive stock options exercisable to purchase
an additional 20,000 shares of common stock at a price of $2.50 per share, of
which 10,000 are vested and 10,000 will vest ratably over two (2) years
ending March, 1998.

In January 1996, the Company hired Todd Huss as its Chief Financial
Officer. Mr. Huss brings with him nearly 10 years of experience as a
licensed certified public accountant, primarily with KPMG Peat Marwick, and
nearly five years experience in the retail industry as Controller/Chief
Financial Officer.

Effective February 1996, the Company retained Jack Brandon, the former
Vice-President of a 200 store portrait studio retail chain. It is expected that
Mr. Brandon will devote approximately 30 to 40 hours per month on behalf of the
Company. Mr. Brandon also provides construction oversight services for new
Impostor locations and remodels. Fees for these services are paid on a job-by-
job basis.

SEASONALITY

The Company's business is highly seasonal with its mall locations
generating 20% of revenues during the Christmas holiday season. The Company's
12 tourist locations experience fluctuations, based upon such factors as
seasonality, economic conditions and other factors effecting tourism in their
particular locations.

PROPERTIES

The Company currently maintains executive offices at 3033 S. Parker Road,
Suite 120, Aurora, Colorado 80014. The offices consist of approximately 5,000
square feet which the Company holds under a 5-year lease expiring in the year
2001, for a rental of $5,150 per month. The lease is guaranteed by four of the
Company's directors. The opening of the Company's executive offices represented
the culmination of a strategic plan to close its executive offices in San
Francisco, California to reduce operating expenses. The Company expects the
move to represent substantial savings over the next several years.

The Company's 26 retail locations are each operated under commercial leases
with expiration dates ranging from 1996 to 2002. Store size varies from 310 to
1,200 square feet with annual sales ranging from $200,000 to $1,500,000. Each
lease requires the payment of a minimum base rent and additional payments for
operating expenses, taxes, insurance, in some cases, and additional rent based
upon a percent of gross sales. The Company monitors on a daily basis sales,
margin and inventory turn-over for each store location. This information is
used not only to develop criteria for additional store expansions but also to
determine acceptable parameters for lease renewals as they arise. In the
ordinary course of business, the Company is continually engaged in discussions
with its various commercial landlords over issues that arise from time to time
under the leases. The lease for the Company's store in the Stoneridge Mall in
San Francisco is currently terminated but the subject of renegotiations which
the Company expects to be completed in the second fiscal quarter. All of the
remaining Company's existing commercial retail leases are in full force and
effect as of the date of this Prospectus.

LEGAL PROCEEDINGS

From time to time, the Company is engaged in items of commercial litigation
that are routine and incidental to its ordinary course of business. No pending
legal proceeding represents a subject matter which is material to the Company's
assets or continued operations.

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<PAGE>

During 1995, the Company received requests for information from the U.S.
Securities and Exchange Commission ("SEC") related to an investigation begun by
the SEC during 1994 into various matters which may be related to the Company,
including certain transactions in securities by a former officer and director of
the Company and his affiliates. The Company has fully complied with all
requests; however, as of June 24, 1996, neither management of the Company nor
the Company's legal counsel have been informed of the results, if any, of the
SEC's investigation or of any timetable for the SEC to complete its
investigation.

CHANGES IN INDEPENDENT PUBLIC ACCOUNTANTS

On February 16, 1995 the Company's Board of Directors approved a change in
the Company's independent accountant. The change was effective February 16,
1995.

The independent accountant who was previously engaged as the principal
accountant to audit the Company's financial statements was Schumacher & Bruce.
None of Schumacher & Bruce's reports over the past two years and the financial
statements of the Company contained any adverse opinion or disclaimer of
opinion, or was qualified or was modified as to uncertainty, audit scope or
accounting principles except the following: The report of Schumacher & Bruce
dated June 9, 1994 accompanying the audited balance sheet of the Company as of
December 31, 1993 and the related statements of operations, changes in
stockholders' (deficit), and cash flows for the years ended December 31, 1993
and 1992 was qualified assuming that the Company would continue as a going
concern. There were no disagreements between the Company and Schumacher &
Bruce on any matter of accounting principle or practice, financial statement
disclosure, or auditing scope or procedure during the two years preceding its
disclaimer and through the date of the change in certifying accountants.

The Company retained the accounting firm of Hein + Associates LLP to serve
as the Company's independent accountant to audit the Company's financial
statements. This engagement was effective February 16, 1995. Prior to its
engagement as the Company's independent accountant, Hein + Associates, LLP had
not been consulted by the Company either with respect to the application of
accounting principles to a specific transaction or the type of audit opinion
that might be rendered on the Company's financial statements.

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<PAGE>

MANAGEMENT

DIRECTORS, EXECUTIVE OFFICERS AND KEY EMPLOYEES

The name, position with the Company, age of each Director or executive
officer of the Company is as follows:

Name Age Position
------------------- --- --------------------------
Sissel B. Greenberg 37 President, Chief Executive
Officer and Director

Peter Bloomquist 38 Secretary, Treasurer
and Director

Charles C. Powell 42 Director

Gerald Jacobs 61 Director

William Nandor 54 Director

Todd Huss 44 Chief Financial Officer

- -----------------

SISSEL B. GREENBERG, President and Chief Executive Officer since July 1994
and a Director since March, 1995. From April, 1992 to July, 1994, Ms. Greenberg
was employed as Senior Financial Analyst in the investment banking department of
Chatfield Dean & Company, a national broker/dealer based in Denver, Colorado.
Her duties included evaluating companies for funding of equity capital, mergers
and acquisition, workout plan analysis and preparation. Ms. Greenberg was
actively involved in firm projects which raised in excess of $80,000,000 for
small capitalization companies. From December, 1989 to April, 1992, Ms.
Greenberg worked as a business consultant for small public companies in the
areas of Financial Management and Strategic Planning. From November, 1987 to
November, 1988, Ms. Greenberg worked as a senior supervisor of Leventhal and
Horwath, a national accounting firm. From July, 1984 until August, 1987, Ms.
Greenberg worked as an assistant CFO for Selmer Sande, A.S., a billion dollar
international contracting company based in Oslo, Norway. Ms. Greenberg
graduated from the University of Denver with a degree in Business
Administration in March, 1982. Ms. Greenberg obtained her Masters in
Business Administration from the University of Denver in March, 1983.

PETER BLOOMQUIST, Secretary, Treasurer and Director. Mr. Bloomquist is
currently employed by Global Casinos, Inc., as its Chief Financial Officer.
Prior to accepting employment with Global Casinos, Inc., Mr. Bloomquist worked
for Cohig & Associates, Inc., a Denver based broker-dealer, in the Corporate
Finance Department. Mr. Bloomquist was employed by Cohig & Associates, Inc.
from June of 1991 through June of 1994. Prior to that time, and immediately
following his graduation from college, Mr. Bloomquist was employed by Leventhal
and Horwath where he worked in the area of income taxation. Mr. Bloomquist
graduated from the University of Northern Colorado in 1980 with a bachelor's
degree in business management with an emphasis in accounting.

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<PAGE>

CHARLES M. POWELL, Director. Mr. Powell has been a Director of the Company
since February, 1995. Mr. Powell is currently V.P. International Operations and
Chief Financial Officer of KaPre Software, Inc., a privately-held, commercial
business applications software company. Prior to his involvement with KaPre,
from January 1989 to March 1992, he was Director of International Operations at
J.D. Edwards & Company, a software company that develops and distributes general
business application financial software. Mr. Powell graduated from the
University of Colorado with a Bachelor of Science degree in accounting and
finance, and received his license as a Certified Public Accountant in 1976. Mr.
Powell serves as a director of five (5) publicly-held companies including: the
Company; Satellite Information Systems Company, a computer based provider of
multi-media information systems and services; Schield Management Company, an
investment advisor; The Rockies Fund, a business development company; and
Milestone Capital Corporation, a business development company.

GERALD JACOBS, Director. From 1990 to present, Mr. Jacobs has primarily
been engaged in the management of his personal investment portfolio. From 1981
to 1990, Mr. Jacobs was a merchandiser for Fashion Bar, and prior to that, from
1967 to 1980 he served as supervisor of all Fashion Bar stores. Mr. Jacobs
attended the University of Illinois from 1953 to 1954 and from 1957 to 1958,
without earning a degree. Mr. Jacobs currently serves on the Board of Directors
of the Company and Global Casinos, Inc., a publicly traded company involved in
the ownership and operation of gaming casinos both domestically and
internationally.

WILLIAM NANDOR, Director. Mr. Nandor was originally retained by the
Company in March, 1995, as a consultant to assist the Company with its search
for new retail locations and other issues surrounding the Company's strategic
growth plans. Mr. Nandor was also made a director of the Company at this time.
Mr. Nandor no longer performs consulting services for the Company; however, he
remains as a director. From 1987 through 1990, Mr. Nandor was employed with
Gymboree Corporation, first as Vice-President of Retailing and then as President
and C.E.O. While with Gymboree, Mr. Nandor spearheaded its growth from a
franchised play program for parents and kids into the retail specialty arena.
Under him, the retail stores grew from inception to over 40 stores. From 1990
to 1993 Mr. Nandor served as President and C.O.O. of Impostors Copy Jewelry,
Inc., and during 1993 and 1994 he served as Executive Vice-President and C.O.O.
of S.S.R.S. Corporation, operator of Sesame Street Retail Stores. Under his
leadership, Impostors grew from 50 retail stores to over 100 locations, and
S.S.R.S. saw an increase in locations, comparable store sales and profits. In
addition to the Company, Mr. Nandor currently serves as a member of the Board of
Directors of Lisa's Tea Treasures, Inc., a San Jose, California wholesaler and
retailer of high quality tea and other related products.

TODD HUSS, Chief Financial Officer. Mr. Huss has been the Chief Financial
Officer of the Company since January, 1996. Prior to joining the Company, he
served as the Chief Financial Officer for Gardenswartz Sportz, Inc., a
privately-held corporation which owned and operated eight full service retail
sporting goods stores in New Mexico and Texas. Mr. Huss graduated from
California State University-Long Beach in 1984, with a Bachelor of Science
degree in business administration and professional accounting, and subsequently
worked for KPMG Peat Marwick in its Los Angeles, California, and Albuquerque,
New Mexico offices until 1991. He received his license as a certified public
accountant from California in 1987, and from New Mexico in 1990.

During the fiscal year ended January 28, 1996, three meetings of the Board
of Directors of the Company were held. Each meeting was attended by all members
of the Board of Directors.

During the fiscal year ended January 28, 1996, the Company did not have
standing Audit,

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<PAGE>

Compensation or Nominating Committees of the Board of Directors. However,
during the first quarter of fiscal 1997, the Company formed Audit and
Compensation Committees of the Board of Directors. The members of the Audit
Committee were Charles M. Powell, Gerald Jacobs and William Nandor. No member
of the Audit Committee receives any additional compensation for his service as a
member of that Committee. The Audit Committee is responsible for providing
assurance that financial disclosures made by Management reasonably portray the
Company's financial condition, results of operations, plan and long-term
commitments. To accomplish this, the Audit Committee oversees the external
audit coverage, including the annual nomination of the independent public
accountants, reviews accounting policies and policy decisions, reviews the
financial statements, including interim financial statements and annual
financial statements, together with auditor's opinions, inquires about the
existence and substance of any significant accounting accruals, reserves or
estimates made by Management, reviews with Management the Management's
Discussion and Analysis section of the Annual Report, reviews the letter of
Management Representations given to the independent public accountants, meets
privately with the independent public accountants to discuss all pertinent
matters, and reports regularly to the Board of Directors regarding its
activities.

The Compensation Committee consists of Charles M. Powell, Gerald Jacobs and
William Nandor. No member of the Compensation Committee receives any additional
compensation for his service as a member of that Committee. The Compensation
Committee is responsible for reviewing pertinent data and making recommendations
with respect to compensation standards for the executive officers, including the
President and Chief Executive Officer, establishing guidelines and making
recommendations for the implementation of Management incentive compensation
plans, reviewing the performance of the President and CEO, establishing
guidelines and standards for the grant of incentive stock options to key
employees under the Company's Incentive Stock Option Plan, and reporting
regularly to the Board of Directors with respect to its recommendations.

There were no family relationships among Directors or persons nominated or
chosen by the Company to become a Director, nor any arrangements or
understandings between any Director and any other person pursuant to which any
Director was elected as such. The present term of office of each Director will
expire at the next annual meeting of shareholders.

The executive officers of the Company are elected annually at the first
meeting of the Company's Board of Directors held after each annual meeting of
Shareholders. Each executive officer will hold office until his successor is
duly elected and qualified, until his resignation or until he is be removed in
the manner provided by the Company's ByLaws.

DIRECTOR COMPENSATION

Directors who are also executive officers of the Company receive no
additional compensation for their services as Directors.

In March 1995, the Board of Directors adopted a Formula Plan for outside
Directors pursuant to which each outside Director is entitled to receive for
each year of service as a Director non-qualified stock options exercisable to
purchase 5,000 shares of Common Stock at an exercise price equal to 100% of the
fair market value of the Company's Common Stock on the date of grant. Pursuant
to the Formula Plan, the Company granted retroactively for the year ended
December 31, 1994 to each of its outside Directors 5,000 non-qualified stock
options exercisable at $2.50 per share. In fiscal 1996, the Company issued
options for a total of 25,000 shares to directors of the Company under the
Formula Plan and options for 12,000 shares to four of the Company's Directors
(See "Certain Transactions") in return for

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<PAGE>

personally guaranteeing the Company's corporate office lease, which options
are exercisable at a price of $2.50 per share and expire in 2001. In
addition, outside Directors are entitled to be reimbursed for their expenses
associated with attendance at meetings or otherwise incurred in connection
with the discharge of their duties as Directors of the Company.

EXECUTIVE COMPENSATION

The following tables and discussion set forth information with respect to
all plan and non-plan compensation awarded to, earned by or paid to the Chief
Executive Officer ("CEO"), and the Company's four most highly compensated
executive officers other than the CEO, for all services rendered in all
capacities to the Company and its subsidiaries for each of the Company's last
three completed fiscal years; provided, however, that no disclosure has been
made for any executive officer, other than the CEO, whose total annual salary
and bonus does not exceed $100,000.

TABLE 1

SUMMARY COMPENSATION TABLE

Long Term Compensation
------------------------------------
Annual Compensation Awards Payouts
---------------------- ------------------------------------
Other All
Annual Restricted Other
Name and Compen- Stock LTIP Compen-
Principal Year Salary Bonus sation Award(s) Options/ Payouts sation
Position ($)(1) ($) $(2)(3) ($) SARs(4) ($) ($)
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Sissel B. Greenberg, 1995 $76,750 -0- $6,312 $4,500 -0- -0- -0-
President 1994 $32,953 -0- -0- $1,000 40,000 -0- -0-

Stephen G. Calandrella, 1993- -0- -0- -0- -0- -0- -0- -0-
President 1994

</TABLE>

(1) Effective June 20, 1994, the Company hired its new President, Sissel B.
Greenberg, at $6,000 per month, which sum was subsequently increased to
a base salary of $7,500 per month. Ms. Greenberg is also eligible
to participate in the Company's Incentive Stock Option Plan.

(2) All executive officers of the Company participate in the Company's group
health insurance plan. However, no executive officer received perquisites
and other personal benefits which, in the aggregate, exceeded the lesser of
either $50,000 or 10% of the total of annual salary and bonus paid during
the respective fiscal years.

(3) As of January 1, 1995, the Company assumed and agreed to pay a lease
covering an automobile acquired for the use of the Company's employees.
The total monthly lease payment is $480.

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<PAGE>

(4) The Company has granted to Ms. Greenberg incentive stock options
exercisable to purchase, in the aggregate 60,000 shares of the Company's
Common Stock at a weighted average exercise price of $2.08 per share under
the Company's Stock Incentive Plan, 40,000 of which are fully vested.

The Company currently has a two year written Employment Agreement with its
President, expiring June 20, 1997. The Company has no key man life insurance
covering any of its officer or employees.

EMPLOYEE STOCK PURCHASE PLAN

On June 12, 1995, the Company's shareholders ratified and approved a
qualified Employee Stock Purchase Plan ("ESPP") pursuant to Section 423 of the
Internal Revenue Code of 1986, as amended. Pursuant to the ESPP, the Company
has been authorized to offer up to 20,000 shares per year over a three-year
term, or a total of 60,000 shares, to the Company's employees. The ESPP
includes certain restrictions which preclude participation by part-time
employees and employees owning five percent (5%) or more of the Company's Common
Stock. The purchase price for the shares may not be less than eighty-five
percent (85%) of the market value of the stock on either the Enrollment Date or
the Exercise Date as those terms are defined in the ESPP. As of the date of
this Proxy Statement, no shares of common stock have been issued under the ESPP
and there have been no subscriptions of employees to participate in the plan.

STOCK INCENTIVE PLAN.

On November 23, 1992, the Company's Shareholders adopted a Stock Incentive
Plan to commence in 1993. Pursuant to the Plan, stock options granted to
eligible participants may take the form of Incentive Stock Options ("ISO's")
under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")
or options which do not qualify as ISO's (Non-Qualified Stock Options or
"NQSO's"). As required by Section 422 of the Code, the aggregate fair market
value of the Company's Common Stock with respect to its ISO's granted to an
employee exercisable for the first time in any calendar year may not exceed
$100,000. The foregoing limitation does not apply to NQSO's. The exercise
price of an ISO may not be less than 100% of the fair market value of the shares
of the Company's Common Stock on the date of grant. The exercise price of an
NQSO may be set by the administrator, but must not be less than fair market
value. An option is not transferable, except by will or the laws of descent and
distribution. If the employment of an optionee terminates for any reason (other
than for cause, or by reason of death, disability, or retirement), the optionee
may exercise his options within a ninety (90) day period following such
termination to the extent he was entitled to exercise such options at the date
of termination. Either the Board of Directors (provided that a majority of
Directors are "disinterested") can administer the Plan, or the Board of
Directors may designate a committee comprised of Directors meeting certain
requirements to administer the Plan. The Administrator will decide when and to
whom to make grants, the number of shares to be covered by the grants, the
vesting schedule, the type of award and the terms and provisions relating to the
exercise of the awards. An aggregate of 133,000 shares of the Company's Common
Stock are reserved for issuance upon the exercise of options granted under the
Plan.

As of January 28, 1996, incentive stock options to purchase 40,000 shares
of Common Stock were outstanding and unexercised, all of which were granted in
1994 to Sissel B. Greenberg, the Company's President, and were exercisable at a
price of $5.00 per share. During the fiscal year ended January 28, 1996, the
exercise price was reduced to $1.875 per share, the then current fair market
value
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<PAGE>

of the Company's Common Stock and the term was extended to December 31,
1998. An additional 13,000 incentive stock options were granted to other
employees during the year ended January 28, 1996, which options are also
exercisable at $1.875 and expire on February 15, 2003. All of these options are
currently vested.

In March, 1996, the Company granted incentive stock options exercisable to
purchase 80,000 shares to several employees at an exercise price of $2.50 per
share which expire in 2001. 40,000 of these incentive stock options vest
immediately and 20,000 vest on each of the first and second anniversary dates.

No officer of the Company receives any additional compensation for his
services as a Director. The Company has no retirement, pension, profit sharing
or insurance or medical reimbursement plans covering its Directors.

The following table sets forth certain information concerning the exercise
of incentive stock options during the last completed fiscal year by each of the
named executive officers and the fiscal year-end value of unexercised options on
an aggregated basis:

TABLE 2

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR

AND FY-END OPTION/SAR VALUES

<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs Options/SARS
at FY-End (#) at FY-End ($)(1)

Name Shares Acquired Value Realized Exercisable/ Exercisable/
on Exercise (#) ($) Unexercisable Unexercisable
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sissel B. Greenberg -0- $-0- 40,000/-0- $-0-(2)

</TABLE>

(1) The value of unexercised options is determined by calculating the
difference between the fair market value of the securities underlying the
options at fiscal year end and the exercise price of the options.

(2) Ms. Greenberg's options are exercisable at $1.875 per share. The fair
market value of the securities underlying Ms. Greenberg's options at fiscal
year end was $1.875 per share based upon the average of the closing bid and
asked prices of the Common Stock as quoted on the OTC Electronic Bulletin
board.

INDEMNIFICATION AND LIMITATION ON LIABILITY OF DIRECTORS

The Company's Articles of Incorporation provide that the Company shall
indemnify, to the full extent permitted by Colorado law, any director, officer,
employee or agent of the corporation made or

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<PAGE>

threatened to be made a party to a proceeding, by reason of the former or
present official of the person, against judgments, penalties, fines,
settlements and reasonable expenses incurred by the person in connection with
the proceeding if certain standards are met. At present, there is no pending
litigation or proceeding involving any director, officer, employee or agent
of the Company where indemnification will be required or permitted. Insofar
as indemnification for liabilities arising under the Securities Act of 1933
(the "Act") may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable.

The Company's Articles of Incorporation limit the liability of its
directors to the fullest extent permitted by the Colorado Business Corporation
Act. Specifically, directors of the Company will not be personally liable for
monetary damages for breach of fiduciary duty as directors, except for (i) any
breach of the duty of loyalty to the Company or its shareholders, (ii) acts or
omissions not in good faith or that involved intentional misconduct or a knowing
violation of law, (iii) dividends or other distributions of corporate assets
that are in contravention of certain statutory or contractual restrictions, (iv)
violations of certain laws, or (v) any transaction from which the director
derives an improper personal benefit. Liability under federal securities law is
not limited by the Articles.

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<PAGE>

CERTAIN TRANSACTIONS

TRANSACTION IN SECURITIES

In September 1993, the Company exchanged its interest in two gaming
properties to Global Casinos, Inc. for 2,500,000 shares of common stock of
Global Casinos. A $350,000 Promissory Note which had been held by an
unaffiliated third party was assigned to the Company in exchange for shares
of Common Stock of the Company in a private offering. The Company agreed to
convert the total outstanding balance of principal and all accrued and unpaid
interest on the Promissory Note into 200,000 shares of common stock of Global
Casinos. Those 200,000 shares were subsequently registered for sale under the
Securities Act by Global Casinos and have been used by the Company to
collateralize a venture capital loan with an affiliate of the Representative.
At the time of the agreement of the Company to convert the Promissory Note
for 200,000 of Global Casinos common stock, Mr. Stephen G. Calandrella served
on the Board of Directors of both the Company and Global Casinos. See Note 2
to Financial Statements.

During 1994, the Company engaged in market transactions in the securities
of Global Casinos, Inc. and other corporations. These transactions resulted
in losses on marketable securities for the years ended December 31, 1994 and
January 28, 1996 of $146,963 and $182,643, respectively, principally due to
market declines in the value of Global Casinos, Inc. Common Stock. At the
time of these transactions, Mr. Gerald Jacobs, and to a limited extent, Mr.
Calandrella were members of the Board of Directors of Global Casinos and
members of the Board of Directors of the Company (Mr. Calandrella resigning
as a Director of the Company in February 1995), and Mr. Pete Bloomquist was
Chief Financial Officer of Global Casinos and a member of the Board of
Directors of the Company. See Note 1 to Financial Statements.

STOCK DISTRIBUTION

In March 1994, the Company undertook a stock distribution pursuant to which
it distributed to its common stockholders one share of common stock of Global
Casinos, Inc., a Utah corporation held by the Company as a portfolio security,
for each share of Company Common Stock beneficially owned on the record date of
the distribution. In connection with the stock dividend, the Company
distributed a total of 2,409,700 shares of Global Casinos, Inc. common stock to
its shareholders of record. The shares had been acquired by the Company in
connection with the exchange involving the Company's gaming property located in
Central City, Colorado. At the time of the stock distribution, Messrs. Jacobs
and Calandrella were members of the Board of Directors of both the Company and
Global Casinos, and Mr. Bloomquist was Chief Financial Officer of Global Casinos
and a member of the Company's Board of Directors. See Note 2 to Financial
Statements.

MIRAGE CONCEPTS, INC. ACQUISITION

In March, 1994, the Company acquired 100% of the outstanding common stock
of Mirage Concepts, Inc., an Arizona corporation ("Mirage"), which owned three
reproduction jewelry stores, operating under the tradenames "Mira Boutique" and
"Classic Copies." At the time of the transaction, the stockholders of Mirage
Concepts, Inc. were Raymond Stanz (50%), John C. Power (25%) and Mark R. Power
(25%). At the time, Mr. Stanz was serving as the Chief Operating Officer of the
Company,

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<PAGE>

and John C. Power would be deemed a principal shareholder of the Company by
virtue of the security ownership of Redwood Microcap Fund, Inc., of which Mr.
Power is a director and President.

The agreement for the acquisition of Mirage Concepts, Inc. initially
provided for the Company to issue to the shareholders of Mirage, PRO RATA,
27,000 units of the Company's securities, each unit consisting of one share of
Common Stock and one Common Stock Purchase Warrant exercisable through December
31, 1994 at an exercise price of $6.25 per share. However, following the
closing of the transaction, and prior to the issuance of any securities to the
Mirage shareholders, a dispute arose between Mr. Stanz, on the one hand, and the
Company, on the other, concerning numerous matters, including the financial
condition of Mirage Concepts, Inc. at the time it was acquired by the Company.

Following extensive negotiations, an agreement was entered into with Mr.
Stanz resolving the areas of disagreement pursuant to which (i) Mr. Stanz
resigned as an officer and director of Mirage as well as Chief Operating Officer
of the Company, (ii) Mr. Stanz transferred, sold and assigned to Rockies Fund,
Inc. 3,500 shares of the Company's Common Stock, 3,500 C Warrants, and all of
the Units which Stanz was to have received as a shareholder of Mirage Concepts,
Inc., in consideration for which Rockies Fund agreed to pay Stanz an aggregate
sum of $85,000, and (iii) the Company and Stanz exchanged mutual general
releases. Rockies Fund, Inc. was and is a principal shareholder of the Company
whose President and director was and is Stephen G. Calandrella, who at the time
of the Stanz agreement served as a director of the Company.

Following the resolution of the dispute with Stanz, the Company entered
into an agreement with Rockies Fund, Inc., Mr. Calandrella, Redwood Microcap
Fund, Inc., and John C. Power pursuant to which the Company issued an aggregate
of 20,000 shares of Common Stock as full and final consideration for its
acquisition of Mirage Concepts, Inc. The warrants that were to have been
included in the units issuable in the Mirage transaction had already expired
unexercised and were therefore moot. See Note 2 to Financial Statements.

SHAREHOLDER GUARANTEES

In connection with the Company's acquisition of the Impostors retail
jewelry chain from bankruptcy proceedings, the Company agreed to assume and pay
certain post-petition liabilities of American Fashion Jewels, Inc. Included in
those post-petition liabilities were obligations to the law firm of Bronson &
Bronson, of San Francisco, California. This obligation is in the amount of
$35,000, and by agreement is being retired in monthly installments. By written
agreement, the Company's obligation to that law firm has been guaranteed by the
Rockies Fund, Inc., Redwood Microcap Fund, Inc., John C. Power, individually,
and Stephen G. Calandrella, individually. Under the terms of the written
guarantees, in the event any of the guarantors is required to cure the Company's
default or delinquency in any payment to that law firm, such payment can be
applied, at the option of the guarantor, to the purchase of Company Common Stock
at a price per share which is equal to the lesser of $5.00 per share or 50% of
the closing bid price of the Company's Common Stock on the date of such payment,
but in no event at a price per share less than $3.125. In addition, in the
event a guarantor is required to make any payment then Redwood would be entitled
to designate one person to serve as a member of the Company's Board of Directors
for a minimum term of one year. See Note 4 to Financial Statements.

PRIVATE OFFERING - INVESTOR GUARANTEES

On September 30, 1995, the Company entered into an Investment Term Sheet
("ITS") with Redwood Microcap Fund, Inc. ("Redwood"), a principal shareholder of
the Company. (See "Securities Ownership Of Management and Principal
Shareholders.") Under the terms of the ITS, Redwood, and

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<PAGE>

its affiliates, agreed to purchase up to 240,000 shares of Common Stock at a
price of $1.25 per share, representing aggregate maximum proceeds to the
Company of $300,000 (the "Private Offering"). Further under the terms of the
ITS, in consideration of their investment of the Company's Common Stock at
$1.25 per share, investors in the Private Offering (the "Investors")
severally agreed to subscribe for and purchase all Shares of the Company's
Common Stock offered in a proposed rights offering which was never
undertaken. See Note 6 to Financial Statements.

In connection with the Private Offering, the Company sold an aggregate of
234,000 shares of Common Stock for aggregate net proceeds of $282,500. The
Company utilized the proceeds of the Private Offering to open two new stores and
to meet working capital requirements during the holiday season, the fourth
quarter of fiscal 1996.

The Company is registering for resale the shares of Common Stock sold in
the Private Offering in a concurrent offering herewith by certain selling
shareholders.

LEASE GUARANTEE

In April, 1996, the Company granted to Ms. Greenberg and Messrs. Powell,
Jacobs and Bloomquist non-qualified stock options exercisable to acquire 3,000
shares of the Company's common stock each in exchange for each persons agreement
to personally guarantee the Company's office lease. The options are exercisable
at a price of $2.50 per share and expire in 2001. See Notes 4 and 6 to
Financial Statements.

Future transactions between the Company and its officers, Directors,
principal shareholders, or other affiliates have been and will be on terms no
less favorable to the Company than could be obtained from unaffiliated third
parties on an arms-length basis and will be approved by a majority of the
Company's independent, disinterested Directors.

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<PAGE>

SECURITIES OWNERSHIP OF MANAGEMENT
AND PRINCIPAL SHAREHOLDERS

The following table sets forth, as of the date of this Prospectus, the
stock ownership of each person known by the Company to be the beneficial owner
of five (5%) percent or more of the Company's Common Stock, all directors
individually and all directors and officers of the Company as a group. Each
person has sole voting and investment power with respect to the shares shown,
except as noted.

NAME & ADDRESS SHARES BENEFICIALLY OWNED
---------------------------------------------
OF BENEFICIAL OWNER NUMBER PERCENT(1)
- --------------------- ------ -----------------------------------
BEFORE OFFERING AFTER OFFERING(2)
--------------- -----------------
Sissel B. Greenberg (3) 55,600 6.2% 2.9%
3033 S. Parker Rd., #120
Aurora, CO 80014

Peter Bloomquist (4) 16,357 1.9% 0.8%
3600 Christy Ridge Road
Sedalia, Colorado 80135

William Nandor 2,600 nil nil
2698 Gapwall Court
Pleasanton, California 94566

Gerald Jacobs (5) 17,025 2.0% 0.9%
10229 Lodestone Way
Parker, Colorado 80134

Charles C. Powell (6) 106,850 12.3% 5.7%
4475 Walnut, Suite 2-D
Boulder, Colorado 80301

Raymond D. Hand (7) 57,500 6.7% 3.1%
310 Radford Place
Knoxville, Tennessee 37927

Redwood MicroCap Fund, Inc. (8) 94,222 10.9% 5.0%
P.O. Box 3463
Carefree, Arizona 85377

Banca Adamas S.A. 80,000 9.4% 4.3%
Via Nassa 42
6901 Lugano, Switzerland

The Rockies Fund, Inc. (9) 98,850 11.4% 5.3%
4465 Northpark Drive
Colorado Springs, Colorado 80907

Directors and Officers as 198,432 20.9% 10.2%
a Group (5 persons)

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<PAGE>

(1) Shares not outstanding but deemed beneficially owned by virtue of the
individual's right to acquire them as of the date of this Prospectus, or
within sixty (60) days of such date, are treated as outstanding when
determining the percent of the class owned by such individual and when
determining the percent owned by a group.

(2) Assumes that none of the Warrants sold in this offering have been exercised
and none of the Representative's Securities have been issued.

(3) Includes incentive stock options to purchase 50,000 shares of the Company's
Common Stock at a weighted average exercise price of $2.00 per share
granted under the Company's Stock Incentive Plan. Also includes non-
qualified stock options to purchase 3,000 shares of the Company's Common
Stock at an exercise price of $2.50 per share granted to Ms. Greenberg in
return for her agreement to personally guarantee the Company's corporate
office lease. Does not include incentive stock options to purchase 10,000
shares of the Company's Common Stock at an exercise price of $2.50 per
share, half of which vest in 1997 and half in 1998.

(4) Includes 500 shares of Common Stock held of record by the Bloomquist Family
Partnership, of which Mr. Bloomquist is a general partner, and, as such
would be deemed to exercise voting and investment control with respect to
shares owned by the Partnership. Also includes non-qualified stock options
exercisable to purchase 10,000 shares of Common Stock at an exercise price
of $2.50 per share granted under the Formula Plan for outside Directors ,
and non-qualified stock options to purchase 3,000 shares of the Company's
Common Stock at an exercise price of $2.50 per share granted to Mr.
Bloomquist in return for his agreement to personally guarantee the
Company's corporate office lease.

(5) Includes non-qualified stock options exercisable to purchase 10,000 shares
of Common Stock at an exercise price of $2.50 per share granted under the
Formula Plan for outside Directors, and non-qualified stock options to
purchase 3,000 shares of the Company's Common Stock at an exercise price of
$2.50 per share granted to Mr. Jacobs in consideration of Mr. Jacob's
guarantee of the Company's corporate office lease. Also includes 4,025
shares of Common Stock owned by CJS Partnership, a Colorado general
partnership of which Mr. Jacobs is a general partner. Beneficial ownership
of shares held by CJS Partnership is exercised by Mr. Jacobs.

(6) Includes non-qualified stock options exercisable to purchase 5,000 shares
of Common Stock at an exercise price of $2.50 per share granted under the
Formula Plan for outside Directors and non-qualified stock options to
purchase 3,000 shares of the Company's Common Stock at an exercise price of
$2.50 per share granted to Mr. Powell in consideration of his personal
guarantee of the Company's corporate office lease. Also includes 86,350
shares of Common Stock and Class C Common Stock Purchase Warrants
exercisable to purchase up to 12,500 shares of common stock at an exercise
price of $10.00 per share which are owned by The Rockies Fund, Inc., a
Colorado-based business development company of which Mr. Powell is a
director. Beneficial ownership of shares held by The Rockies Fund, Inc. is
exercised by the corporation's Board of Directors whose members include
Stephen Calandrella, Charles Powell and Clifford C. Thygesen. Mr. Powell
disclaims beneficial ownership of all shares of Common Stock, options and
warrants owned by The Rockies Fund, Inc. for purposes of Section 16 of the
Securities Exchange Act of 1934, as amended.

(7) Includes Class C Common Stock Purchase Warrants exercisable to acquire up
to 12,500 additional shares of Common Stock at an exercise price of $10.00
per share.

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<PAGE>

(8) Includes Class C Common Stock Purchase Warrants exercisable to purchase up
to 15,250 shares of Common Stock at an exercise price of $10.00 per share.
Redwood MicroCap Fund, Inc. is a diversified, closed-end, mutual fund
registered under the Investment Company Act of 1940. Voting and investment
power with respect to these securities is exercised by the company's Board
of Directors, whose members are John C. Power, Joseph O. Smith, and J.
Andrew Moorer. No affiliate of the Redwood MicroCap Fund, Inc. is an
affiliate of the Company, or an affiliate of an affiliate of the Company.

(9) Includes Class C Common Stock Purchase Warrants exercisable to purchase up
to 12,500 shares of common stock at an exercise price of $10.00 per share.
The Rockies Fund, Inc. is a Colorado Springs, Colorado based business
development company regulated under the Investment Company Act of 1940, as
amended. Voting and investment power with respect to these securities is
exercised by the Company's Board of Directors whose members are Stephen
Calandrella, Charles Powell and Clifford C. Thygesen. Mr. Powell is also a
director of the Company.

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<PAGE>

[Alternate Page for Selling Shareholders' Prospectus]

SELLING SHAREHOLDERS AND PLAN OF DISTRIBUTION

This Prospectus relates to the resale to the public of 102,041 shares of
Common Stock and 83,334 Warrants by the Selling Shareholders set forth below.
The following table sets forth certain information with respect to persons for
whom the Company is registering the Common Stock for resale to the public. The
Company will not receive any of the proceeds from the sale of the Common Stock
by the Selling Shareholders. Beneficial ownership of the Common Stock by such
Selling Shareholders after this offering will depend on the number of shares
sold by each Selling Shareholder. None of the Selling Shareholders have had any
material relationship within the past three years with the Company, or any of
its predecessors or affiliates, except as specifically noted.

<TABLE>
<CAPTION>
Offering Shares Class A Shares
Beneficially Owned Shares Warrants Beneficially Owned
Name and Address As Of Offering Date Offered Offered After Offering
------------------- --------------- -------------------
of Beneficial Owner Number Percent(1) Number Number Number Percent(1)
- -------------------------- ------ ---------- ------ ------ ------ ----------
<S> <C> <C> <C> <C> <C> <C>
Caribou Bridge Fund, L.L.C. 22,909 3.1% 20,409 16,667 2,500 nil
5350 S. Roslyn Street, #380
Englewood, CO 80111

Corporate Communications 40,816 5.4% 40,816 33,334 -0- -0-
Network, Inc.
36 Tacoma Circle
Littleton, CO 80127

AMC Consumer 40,816 5.4% 40,816 33,334 -0- -0-
One Main Street, Suite 312
Eatontown, NJ 07724
</TABLE>

(1) Shares not outstanding but deemed beneficially owned by virtue of the
individual's right to acquire them as of the date of this Prospectus, or
within 60 days of such date, are treated as outstanding when determining
the percent of the class owned by such individual and when determining the
percent owned by the group.

The Selling Shareholders have agreed that they will not sell any of the
shares of Common Stock for a period of six months from the date of this
Prospectus unless the Representative of the offering consents (in its sole
discretion) to an earlier sale. Subject to this restriction, the Selling
Shareholders have advised the Company that sales of the shares of Common Stock
may be effected from time to time in transactions (which may include block
transactions) in the over-the-counter market, in negotiated transactions,
through the writing of options on the Common Stock or a combination of such
methods of sale, at fixed prices that may be changed, at market prices
prevailing at the time of sale, or at negotiated prices. The Selling
Shareholders may effect such transactions by selling the Common Stock directly
to purchasers or through broker-dealers that may act as agents or principals.
Such broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Shareholders

-53-
<PAGE>

[Alternate Page for Selling Shareholders' Prospectus]

and/or the purchasers of shares of Common Stock for whom such broker-dealers
may act as agents or to whom they sell as principals, or both (which
compensation as to a particular broker-dealer might be in excess of customary
commissions).

The Selling Shareholders and any broker-dealers that act in connection with
the sale of the shares of Common Stock as principals may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act and any
commissions received by them and any profit on the resale of the shares of
Common Stock as principals might be deemed to be underwriting discounts and
commissions under the Securities Act. The Selling Shareholders may agree to
indemnify any agent, dealer or broker-dealer that participates in transactions
involving sales of the shares of Common Stock against certain liabilities,
including liabilities arising under the Securities Act. The Company will not
receive any proceeds from the sales of shares of Common Stock by the Selling
Shareholders. Sales of the shares of Common Stock by the Selling Shareholders,
or even the potential of such sales, would likely have an adverse effect on the
market price of the Common Stock.

The shares of Common Stock are offered by the Selling Shareholders on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act. The
Company has agreed to pay all expenses incurred in connection with the
registration of the shares offered by the Selling Shareholders; provided,
however, that the Selling Shareholders shall be exclusively liable to pay any
and all commissions, discounts and other payments to broker-dealers incurred in
connection with their sale of the shares.

CONCURRENT OFFERING

The registration statement of which this Prospectus forms a part also
covers 1,000,000 Shares of Common Stock and 1,000,000 Warrants being offered by
the Company through the Representative in the offering.

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<PAGE>

[Alternate Page for Selling Shareholders' Prospectus]

[THIS PAGE INTENTIONALLY LEFT BLANK.]

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<PAGE>

DESCRIPTION OF SECURITIES

The Company is authorized to issue up to 850,000,000 shares of $.002 par
value Common Stock and up to 20,000,000 shares of $.10 par value Preferred
Stock. As of the date of this Prospectus, 748,939 shares of Common Stock and
416,670 (pre-split) shares of Series A Convertible Preferred Stock were
issued and outstanding.

COMMON STOCK

Each holder of Common Stock of the Company is entitled to one vote for each
share held of record. There is no right to cumulative votes for the election of
directors. The shares of Common Stock are not entitled to pre-emptive rights
and are not subject to redemption or assessment. Each share of Common Stock is
entitled to share ratably in distributions to shareholders and to receive
ratably such dividends as may be declared by the Board of Directors out of funds
legally available therefor. Upon liquidation, dissolution or winding up of the
Company, the holders of Common Stock are entitled to receive, PRO RATA, the
assets of the Company which are legally available for distribution to
shareholders. The issued and outstanding shares of Common Stock are validly
issued, fully paid and non-assessable.

PREFERRED STOCK

The Company is authorized to issue up to 20,000,000 shares of $.10 par
value Preferred Stock. The preferred stock of the corporation can be issued in
one or more series as may be determined from time to time by the Board of
Directors without further stockholder approval. In establishing a series, the
Board of Directors shall give to it a distinctive designation so as to
distinguish it from the shares of all other series and classes, shall fix the
number of shares in such series, and the preferences, rights and restrictions
thereof. All shares of any one series shall be alike in every particular. All
series shall be alike except that there may be variation as to the following:
(1) the rate of distribution, (2) the price at and the terms and conditions on
which shares shall be redeemed, (3) the amount payable upon shares for
distributions of any kind, (4) sinking fund provisions for the redemption of
shares, and (5) the terms and conditions on which shares may be converted if the
shares of any series are issued with the privilege of conversion, and (6) voting
rights except as limited by law.

Although the Company currently does not have any plans to designate a
series of Preferred Stock, there can be no assurance that the Company will not
do so in the future. As a result, the Company could authorize the issuance of a
series of preferred stock which would grant to holders preferred rights to the
assets of the Company upon liquidation, the right to receive dividend coupons
before dividends would be declared to common stockholders, and the right to the
redemption of such shares, together with a premium, prior to the redemption of
Common Stock. Common stockholders have no redemption rights. In addition, the
Board could issue large blocks of voting stock to fend against unwanted tender
offers or hostile takeovers without further shareholder approval.

SERIES A CONVERTIBLE PREFERRED STOCK

The Company has issued and outstanding 416,670 (pre-split) shares of Series
A Convertible Preferred Stock (the "Convertible Preferred Stock") which was
issued to investors in the Bridge Offering which was completed on June 14, 1996.
Holders of shares of Convertible Preferred Stock are entitled to one vote for
each share on any matter to come before the shareholders of the Company and are
entitled to a liquidation preference of $.60 per share of Convertible Preferred
Stock in the event of a liquidation of the Company. Each outstanding share of
Convertible Preferred Stock is entitled to receive cumulative

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<PAGE>

cash dividends at the annual rate of $.051 per share, payable quarterly on
the last day of January, April July and October of each year. Each share of
Convertible Preferred Stock is convertible at the option of the holder into
one share of Common Stock (the "Conversion Shares") commencing June 24, 1997.
However, each share of Convertible Preferred Stock will convert
automatically into shares of Common Stock if the Conversion Shares are
registered for sale by the Company as part of a public offering of new shares
of Common Stock on or before October 31, 1996 (the "Automatic Conversion").
In the event of an Automatic Conversion, the conversion price shall be equal
to 70% of the offering price of the Common Stock to the public in the public
offering. The Registration Statement of which this Prospectus forms a part
includes the registration for sale by the Company of the Conversion Shares
issuable upon conversion of the Convertible Preferred Stock; and all
information with regard to the capital stock of the Company contained in this
Prospectus gives effect to that Automatic Conversion. Upon such Automatic
Conversion, holders of outstanding shares of Convertible Preferred Stock
shall have no further rights as preferred stockholders of the Company other
than the right to receive certificates evidencing the Conversion Shares
issuable upon such conversion.

CLASS A WARRANT

The Board of Directors has authorized the issuance of up to 1,333,334
Warrants, including 1,000,000 Warrants offered hereby, 150,000 Warrants subject
to the Over-Allotment Option, 100,000 Warrants subject to the Representative's
Securities and 83,334 Warrants issuable to holders of outstanding Class B
Warrants. Two Warrants entitle the holder thereof to purchase one share of
Common Stock at a price of $_____. The Warrant Exercise Price is subject to
adjustment upon certain events such as stock splits, stock dividends and similar
transactions. The Warrants are subject to redemption by the Company, as
described below. The exercise period for the Warrants expires at 5:00 p.m.,
Denver time on the date that is three years from the date of this Prospectus
(the "Warrant Term"), after which the Warrants will expire automatically. The
Company may at any time and from time to time extend the Warrant Term or reduce
the Warrant Exercise Price, provided written notice of such extension or
reduction is given to the registered holders of the Warrants prior to the
expiration date then in effect. The Company does not presently contemplate any
extension of the Warrant Term or reduction in the Warrant Exercise Price.

Subject to compliance with applicable securities laws, Warrants
certificates may be transferred or exchanged for new certificates of different
denominations at the offices of the Warrant Agent described below. The holders
of Warrants, as such, are not entitled to vote, to receive dividends or to
exercise any of the rights of shareholders for any purpose. The Warrants may be
transferred separately from the Common Stock with which they will be issued.

EXERCISE. The Warrants may be exercised during the Warrant Term only upon
surrender of the Warrant certificate at the offices of the Company with the form
of "Election to Purchase" on the reverse side of the Warrant certificate
completed and signed, accompanied by payment of the full Exercise Price for the
number of Warrants being exercised. Warrantholders will receive one share of
Common Stock for every two Warrants exercised, subject to any adjustment
required by the Warrant Agreement. For a holder to exercise Warrants, there
must be a current Registration Statement in effect with the Commission and
various state securities authorities registering the shares of Common Stock
underlying the Warrants or, in the sole determination of the Company and its
counsel, there must be a valid exemption therefrom. The Company has undertaken,
and intends, to maintain a current Registration Statement which will permit the
exercise of the Warrants during the Warrant Term. Maintaining a current
effective Registration Statement could result in substantial expense to the
Company and there is no assurance that the Company will be able to maintain a
current Registration Statement covering the

-57-
<PAGE>

shares issuable upon exercise of the Warrants. Holders of Warrants will
have the right to exercise the Warrants included therein for the purchase of
shares of Common Stock only if a Registration Statement is then in effect and
only if the shares are qualified for sale under securities laws of the state
in which the exercising warrantholder resides or if the Company, in its and
its counsel's sole discretion, is able to obtain valid exemptions from the
foregoing requirements. Although the Company believes that it will be able to
register or qualify the shares of Common Stock underlying the Warrants for
sales in those states where the Securities are offered, there can be no
guarantee that such registration or qualification, or an exemption therefrom,
can be accomplished without undue hardship or expense to the Company. The
Warrants may be deprived of any value if a Registration Statement covering
the shares issuable upon exercise thereof or an exemption therefrom cannot be
filed or obtained without undue expense or hardship or if such underlying
shares are not registered or exempted from such registration in the states in
which the holder of a Warrant resides. In the latter event, the only option
available to a holder of a Warrant may be to attempt to sell his or her
Warrants into the market, if a market then exists and only then in compliance
with applicable securities laws and restrictions on transfer.

REDEMPTION. The Company shall have the right, at its discretion, to call
all of the Warrants for redemption on 45 days' prior written notice at a
redemption price of $.05 per Warrant if: (i) the closing bid price of the
Company's Common Stock exceeds the Warrant Exercise Price by a least 50% during
a period of at least 20 of the 30 trading days immediately preceding the notice
of redemption; (ii) the Company has in effect a current Registration Statement
covering the Common Stock issuable upon exercise of the Warrants; and (iii) the
expiration of the 45 day notice period is within the Warrant Term. If the
Company elects to exercise its redemption right, holders of Warrants may either
exercise their Warrants, sell such Warrants in the market or tender their
Warrants to the Company for redemption. Within five business days after the end
of the 45 day period, the Company will mail a redemption check to each
registered holder of a Warrant who holds unexercised Warrants as of the end of
the 45 day period, whether or not such holder has surrendered the Warrant
certificates for redemption. The Warrants may not be exercised after the end of
such 45 day period.

CLASS B WARRANT

The Company has outstanding Class B Warrants exercisable to purchase, in
the aggregate, 208,335 (pre-split) shares of Common Stock at an exercise
price of $1.00 per share. The Class B Warrants were issued by the Company
both in the Bridge Offering. The Class B Warrants are exercisable at any
time commencing on the date of issuance and expiring on June 24, 1998. Upon
expiration, the Class B Warrant will terminate automatically, subject to
certain rights of the Company to extend the warrant term. The exercise price
of each Class B Warrant is subject to adjustment upon certain events such as
stock splits, stock dividends and similar transactions.

Each Class B Warrant will be automatically exchanged for two Class A
Warrants upon the Effective Date of the Registration Statement of which this
Prospectus forms a part. Upon such Effective Date, all outstanding Class B
Warrants shall be deemed surrendered for cancellation in exchange for the
issuance of twice the number of Class A Warrants; and holders of Class B
Warrants shall have the right only to receive two Class A Warrants for each
Class B Warrant beneficially owned on the Effective Date.

Holders of outstanding Class B Warrants were granted certain registration
rights by the Company in connection with the Bridge Offering, which rights are
being exercised and fulfilled by the Registration Statement of which this
Prospectus forms a part.

-58-
<PAGE>

TRANSFER AND WARRANT AGENT AND REGISTRAR

The transfer agent and registrar for the Common Stock is Corporate Stock
Transfer, Inc., Denver, Colorado.

REPORTS TO SHAREHOLDERS

The Company intends to furnish annual reports to shareholders which will
include certified financial statements reported on by its certified public
accountants. In addition, the Company may issue unaudited quarterly or other
interim reports to shareholders as it deems appropriate. The Company will
comply with the periodic reporting requirements imposed by the Securities
Exchange Act of 1934.

-59-
<PAGE>

UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement, a copy
of which has been filed as an exhibit to the Registration Statement of which
this Prospectus forms a part, the Underwriters named below (the "Underwriters")
have severally agreed, through Cohig & Associates, Inc. as the Representative of
the Underwriters, to purchase from the Company on a firm commitment basis, the
aggregate number of shares of Common Stock and Warrants set forth opposite their
names below:

Number of
Shares and
Underwriters Warrants
----------------------- ----------
Cohig & Associates, Inc. 1,000,000
----------
Total 1,000,000

The Common Stock and the Warrants are being offered by the several
Underwriters, subject to prior sale, when, as, and if delivered to and accepted
by the Underwriters and subject to their right to reject orders in whole or in
part and subject to approval of certain legal matters by counsel and to various
conditions. The nature of Underwriters' obligation is such that they must
purchase all of the Common Stock and Warrants offered hereby if any are
purchased.

The Company has granted the Underwriters options for 45 days from the date
of this Prospectus to purchase up to an additional 150,000 shares of Common
Stock and/or 150,000 Warrants at the initial public offering price less the
underwriting discounts of $_______ per share and $________ per Warrant. The
Underwriters may exercise such options only for the purpose of covering any
over-allotments in the sale of the Common Stock and Warrants being offered.

The Underwriters have advised the Company that they propose to offer the
1,000,000 shares of Common Stock and 1,000,000 Warrants directly to the public
at the public offering price set forth on the cover page of this Prospectus and
to selected dealers at that price, less a concession of not more than $________
per share of Common Stock and $________ per Warrant. After the offering, the
Price to the public and the concession may be changed by the Underwriters.

The Underwriters have advised the Company that they will not make sales of
the Common Stock or Warrants offered in this Prospectus to accounts over which
they exercise discretionary authority without specific authorization.

The Company will pay the Representative a non-accountable expense allowance
from offering proceeds, including proceeds from the over-allotment options to
the extent exercised. The Representative's expenses in excess of the non-
accountable expense allowance will be borne by the Representative. To the
extent that the expenses of the Representative are less than the non-accountable
expense allowance, the excess shall be deemed to be compensation to the
Representative. On April 29, 1996, the Company and the Representative entered
into an agreement under which the Representative will act as the Company's
exclusive financial advisor until the agreement is terminated by either party
after September 30, 1996. The Company has paid $30,000 to the Representative in
consideration of the financial advisory services relating to this offering.
This amount will be deducted from the non-accountable expense allowance due the
Representative. Accordingly, the amount payable in respect of

-60-
<PAGE>

the remaining non-accountable expense allowance would be _____% of the
offering proceeds if the over-allotment option were not exercised, or ____%
of the offering proceeds if the over-allotment were exercised.

The Company will bear all costs and expenses incident to the issuance,
offer, sale and delivery of the Common Stock and Warrants. The Underwriters
have agreed to pay all fees and expenses of any legal counsel whom it may employ
to represent it separately in connection with or on account of the proposed
offering by the Company, mailing, telephone, travel and clerical costs and all
other office costs incurred or to be incurred by the Underwriters or by their
representatives in connection with this offering.

The Company, its directors, officers and certain other shareholders have
agreed not to issue, offer, sell, transfer, assign, hypothecate or otherwise
dispose of any securities of the Company for six months from the date of this
Prospectus without the prior written consent of the Representative.

The Company has granted the Representative a right of first refusal for a
period of three years after the date of this Prospectus to act as managing
underwriting for any public offering of the Company's securities.

The public offering price of the Common Stock and Warrants and the exercise
price of the Warrants were determined by negotiations between the Representative
and the Company. Among the factors considered in determining the public
offering price and the Warrant exercise price were the prospects for the
Company, an assessment of the industry in which the Company operates, the
assessment of management, the number of shares of Common Stock and Warrants
offered, the price that purchasers of such securities might be expected to pay
given the nature of the Company, and the general condition of the securities
markets at the time of the offering. Accordingly, the offering price set forth
on the cover page of this Prospectus should not be considered an indication of
the actual value of the Company or the Common Stock or Warrants.

The Company has obtained the agreement of its officers, directors and each
Selling Shareholder and each holder of 5% or more of the outstanding shares of
Common Stock of the Company not to sell, contract to sell or otherwise dispose
of, directly or indirectly, any shares of the Common Stock of the Company
beneficially held by them, other than Common Stock offered hereby, for a period
of six months after the date of this Prospectus, without the prior written
consent of the Representative.

The Company and the Underwriters have agreed to indemnify each other
against certain liabilities, including liabilities under the 1933 Act, and, if
such indemnifications are unavailable or insufficient, the Company and the
Underwriters have agreed to damage contribution agreements between them based
upon relative benefits received from this offering and relative fault resulting
in such damages. The Company also has agreed with the Underwriters that the
Company will file and cause to become effective a Registration Statement
pursuant to Section 12(g) of the Securities Exchange Act of 1934 no later than
the date of this Prospectus.

The Company has also agreed that, at the closing of this offering, it will
enter into a consulting agreement retaining the Representative as a financial
consultant to the Company for a fee of $2,500 per month for 12 months after the
closing of this offering. The entire $30,000 fee shall be payable to the
Representative at the closing.

-61-
<PAGE>

The foregoing does not purport to be a complete statement of the terms and
conditions of the Underwriting Agreement, copies of which are on file at the
offices of the Representative, the Company and the Commission. See "Available
Information."

REPRESENTATIVE'S SECURITIES

Upon completion of the offering, the Company will sell to the
Representative for $100 options to purchase 100,000 shares of Common Stock and
100,000 Warrants (the "Representative's Securities"). The Representative's
Securities will not be exercisable for one year after the date of this
Prospectus. Thereafter, for a period of four years, the Representatives'
Securities will be exercisable at 120% of the public offering price of the
Common Stock and 120% of the public offering price for the Warrants. The
Warrants have the same exercise price as the Warrants offered hereby. The
exercise price for the Representative's Securities is payable in cash or through
the surrender of Common Stock or Warrants having a value equal to the difference
between the exercise price and the average of the current market prices of the
Common Stock for the 20 consecutive trading days commencing 21 trading days
before the date the Common Stock or Warrants are tendered for exchange.

The Representative's Securities will be non-transferable except between the
Underwriters and by their respective officers or partners. The Representative's
Securities will also contain anti-dilution provisions for stock splits,
combinations and reorganizations, piggyback registration rights, one demand
registration right at the expense of the Company, and one demand registration
right paid for by the holders of the Representative's Securities (all of which
expire five years from the date of the Prospectus) and will otherwise be in form
and substance satisfactory to the Representative. The Warrants included in the
Representative's Securities will be exercisable during the period provided in
the Warrants, commencing one year after the date of this Prospectus.

-62-
<PAGE>

LEGAL MATTERS

The validity of the issuance of the Common Stock offered hereby will be
passed upon for the Company by Neuman & Cobb, Boulder, Colorado. Clifford L.
Neuman, a partner in the firm of Neuman & Cobb, is the beneficial owner of
24,300 shares of the Company's Common Stock, and Nathan L. Stone, an associate
with the firm, is the beneficial owner of 300 shares of the Company's Common
Stock. Certain legal matters will passed upon for the Representative by Jones
& Keller, P.C., Denver, Colorado.

EXPERTS

The financial statements of the Company as of January 28, 1996, for the
fiscal year ended January 28, 1996, the month ended January 29, 1995 and the
year ended December 31, 1994 are included herein in reliance on the reports of
Hein + Associates LLP, independent certified public accountants, and upon the
authority of that firm as experts in auditing and accounting. With respect to
the unaudited interim financial information for the three months ended April 30,
1995 and April 28, 1996, the independent public accountants have not audited or
reviewed such financial statements and have not expressed an opinion or other
form of assurance with respect to such financial statements.

AVAILABLE INFORMATION

The Company is subject to the information requirements of the Securities
Exchange Act of 1934 (the "Exchange Act"), and in accordance with the Exchange
Act files periodic reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information concerning the Company can be inspected and
copied (at prescribed rates) at the Commission's Public Reference Section, Room
1024, 450 Fifth Street, N.W. Judiciary Plaza, Washington, D.C. 20549, as well as
at the following Regional Offices: Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511; and Seven World Trade Center,
13th Floor, New York, New York 10048. Copies of such material also may be
obtained at prescribed rates from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549.

The Company has filed a Registration Statement on Form SB-2 with the
Commission in Washington, D.C., in accordance with the provisions of the
Securities Act. This Prospectus does not contain all of the information set
forth in the Registration Statement, certain portions of which have been omitted
as permitted by the rules and regulations of the Commission. For further
information pertaining to the shares of Common Stock and Warrants offered hereby
and the Company, reference is made to the Registration Statement, including the
exhibits and financial statement schedules filed as a part thereof. Statements
herein contained concerning the provisions of any document are not necessarily
complete and, in each instance, reference is made to the copy of such document
filed as an Exhibit to the Registration Statement. Each such statement is
qualified in its entirety by such reference. The Registration Statement may be
obtained from the Commission upon payment of the fees prescribed therefor and
may be examined at the principal office of the Commission in Washington, D.C.

-63-
<PAGE>

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
INDEPENDENT AUDITOR'S REPORTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2

BALANCE SHEET - For the Year Ended January 28, 1996 and the Three Months Ended
April 28, 1996 (Unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-3

STATEMENTS OF OPERATIONS - For the Year Ended December 31, 1994, for the Month
Ended January 29, 1995, for the Fiscal Year Ended January 28, 1996, for the
Three Months Ended April 30, 1995 (Unaudited), and for the Three Months Ended
April 28, 1996 (Unaudited). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-4

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - For the Period from January 1, 1994 through
January 28, 1996 and Through April 28, 1996 (Unaudited) . . . . . . . . . . . . . . . . . . F-5

STATEMENTS OF CASH FLOWS - For the Year Ended December 31, 1994, for the Month
Ended January 29, 1995, for the Fiscal Year Ended January 28, 1996, for the Three Months
Ended April 30, 1995 (Unaudited), and for the Three Months Ended April 28, 1996
(Unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-6

NOTES TO FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-7
</TABLE>

F-1

<PAGE>

INDEPENDENT AUDITOR'S REPORT

Board of Directors and Stockholders
Premier Concepts, Inc.
Denver, Colorado

We have audited the accompanying balance sheet of Premier Concepts, Inc. as
of January 28, 1996, and the related statements of operations, changes in
stockholders' equity, and cash flows for the year ended December 31, 1994,
for the month ended January 29, 1995, and for the fiscal year ended January
28, 1996. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Premier Concepts, Inc., as
of January 28, 1996, and the results of its operations and its cash flows for
the year ended December 31, 1994, for the month ended January 29, 1995, and
for the fiscal year ended January 28, 1996. in conformity with generally
accepted accounting principles.

HEIN + ASSOCIATES LLP

Denver, Colorado
April 5, 1996

<PAGE>

PREMIER CONCEPTS, INC.

BALANCE SHEET

<TABLE>
<CAPTION>
PRO FORMA
JANUARY 28, APRIL 28, APRIL 28,
1996 1996 1996
----------- ------------ -----------
(Unaudited)
<S> <C> <C> <C>
ASSETS
------
CURRENT ASSETS:
Cash and cash equivalents $ 327,198 $ 204,041 $
Marketable securities 45,113 88,420
Merchandise inventories 1,393,925 1,265,742
Prepaid expenses and other current assets 95,503 175,225
----------- ------------ -----------
Total current assets 1,861,739 1,733,428
PROPERTY AND EQUIPMENT, net 977,727 994,493
TRADEMARKS, net of accumulated amortization
of $39,100 164,900 159,800
OTHER ASSETS 92,428 93,422
----------- ------------ -----------
TOTAL ASSETS $ 3,096,794 $ 2,981,143
----------- ------------ -----------
----------- ------------ -----------

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Notes payable and current portion of long-term debt:
Related parties $ 98,879 $ 98,879
Other 378,902 356,578
Accounts payable 291,905 468,875
Other accrued liabilities 408,881 267,014
----------- ------------ -----------
Total current liabilities 1,178,567 1,191,346

LONG-TERM DEBT, less current portion 759,864 723,622

DEFERRED RENT 56,159 91,311
----------- ------------ -----------
Total liabilities 1,994,590 2,006,279
----------- ------------ -----------

COMMITMENTS AND CONTINGENCIES (NOTE 5)

STOCKHOLDERS' EQUITY:
Preferred stock, $.10 par value, 20,000,000 shares
authorized; none issued and outstanding and
416,672 pro forma - - $ 41,667
Common stock, $.002 par value; 850,000,000 shares
authorized; 748,939 shares issued and outstanding 1,498 1,498 1,498
Additional paid-in capital 2,756,737 2,756,737 3,119,870
Accumulated deficit (1,656,031) (1,783,371) (1,783,371)
----------- ------------ -----------
Total Stockholders' Equity 1,102,204 974,864 $1,379,864
----------- ------------ -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,096,794 $ 2,981,143 -----------
----------- ------------
----------- ------------
</TABLE>

See accompanying notes to these financial statements.

F-3

<PAGE>

PREMIER CONCEPTS, INC.

STATEMENTS OF OPERATIONS

<TABLE>
FOR THE FOR THE THREE
FOR THE FOR THE FISCAL MONTHS ENDED
YEAR ENDED MONTH ENDED YEAR ENDED -------------------------
DECEMBER 31, JANUARY 29, JANUARY 28, APRIL 30, APRIL 28,
1994 1995 1996 1995 1996
------------ ----------- ----------- ----------- -----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
REVENUES:
Retail $ 7,641,427 $ 539,409 $8,958,807 $1,997,637 $1,870,009
Wholesale 150,986 3,968 111,033 24,431 3,544
----------- --------- ---------- ---------- ----------
Total revenues 7,792,413 543,377 9,069,840 2,022,068 1,873,553

COST OF GOODS SOLD 2,569,531 228,076 2,690,658 691,670 570,510
----------- --------- ---------- ---------- ----------
Gross margin 5,222,882 315,301 6,379,182 1,330,398 1,303,043
OPERATING EXPENSES:
Selling, general and administrative 5,451,377 488,664 6,087,717 1,503,612 1,412,107
Provision for store closures 143,000 - (8,307) - -
Depreciation and amortization 312,146 29,663 337,070 94,574 65,283
----------- --------- ---------- ---------- ----------
Total operating expenses 5,906,523 518,327 6,416,480 1,598,186 1,477,390
----------- --------- ---------- ---------- ----------
OPERATING LOSS (683,641) (203,026) (37,298) (267,788) (174,347)

OTHER INCOME (EXPENSE):
Interest expense, net (145,577) (11,899) (108,180) (31,799) (29,161)
Gain (loss) on marketable
securities, net (146,963) - (182,643) (2,717) 43,307
Reduction of accounts payable - - 282,110 - 14,577
Other (39,998) 141 10,899 64,560 18,284
----------- --------- ---------- ---------- ----------
Other, net (332,538) (11,758) 2,186 30,044 47,007
----------- --------- ---------- ---------- ----------

LOSS BEFORE INCOME TAX BENEFIT AND
EXTRAORDINARY ITEM (1,016,179) (214,784) (35,112) (237,744) (127,340)
Income tax benefit 51,000 - 64,000 43,000 -
----------- --------- ---------- ---------- ----------
INCOME (LOSS) BEFORE EXTRAORDINARY
ITEM (965,179) (214,784) 28,888 (194,744) (127,340)
Extraordinary item - Gain on
restructure of debt, net of
income tax expense of $51,000
and $64,000 for the years
ended December 31, 1994 and
January 28, 1996 and $43,000 for
the three months ended April 30,
1995 141,237 - 145,331 102,390 -
----------- --------- ---------- ---------- ----------
NET INCOME (LOSS) $ (823,942) $(214,784) $ 174,219 $ (92,354) $ (127,340)
----------- --------- ---------- ---------- ----------
----------- --------- ---------- ---------- ----------
NET INCOME (LOSS) PER SHARE:
Before extraordinary item $ (2.77) $ (.49) $ .06 $ (.55) $ (.17)
Extraordinary item .40 - .29 .34 -
----------- --------- ---------- ---------- ----------
Net income (loss) per share $ (2.37) $ (.49) $ .35 $ (.21) $ (.17)
----------- --------- ---------- ---------- ----------
----------- --------- ---------- ---------- ----------
WEIGHTED AVERAGE SHARES OUTSTANDING 348,000 434,200 495,800 434,147 748,939
----------- --------- ---------- ---------- ----------
----------- --------- ---------- ---------- ----------
</TABLE>

See accompanying notes to these financial statements.

F-4
<PAGE>

PREMIER CONCEPTS, INC.

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM JANUARY 1, 1994 THROUGH APRIL 28, 1996 (UNAUDITED)

<TABLE>
COMMON STOCK ADDITIONAL
------------------ PAID-IN ACCUMULATED
SHARES AMOUNT CAPITAL DEFICIT TOTAL
------- ------ ---------- ----------- ----------
<S> <C>
BALANCES, January 1, 1994 101,441 $ 203 $ 223,742 $ (791,524) $ (567,579)
Common stock issued for:
Rights offering 16,285 33 274,476 - 274,509
Private placement 185,511 371 893,910 - 894,281
Acquisition of Impostors
and Mirage 127,500 255 794,745 - 795,000
Settlement of claims 2,750 5 54,995 - 55,000
Compensation to employees 660 1 3,299 - 3,300
Net loss - - - (823,942) (823,942)
------- ------ ---------- ----------- ----------

BALANCES, December 31, 1994 434,147 868 2,245,167 (1,615,466) 630,569

Net loss - - - (214,784) (214,784)
------- ------ ---------- ----------- ----------

BALANCES, January 29, 1995 434,147 868 2,245,167 (1,830,250) 415,785
Common stock issued for:
Private placement 234,000 468 282,032 - 282,500
Settlement of claims 53,792 108 184,592 - 184,700
Services 27,000 54 44,946 - 45,000
Net income - - - 174,219 174,219
------- ------ ---------- ----------- ----------

BALANCES, January 28, 1996 748,939 1,498 2,756,737 (1,656,031) 1,102,204

Net loss (unaudited) - - - (127,340) (127,340)
------- ------ ---------- ----------- ----------

BALANCES, April 28, 1996
(Unaudited) 748,939 $1,498 $2,756,737 $(1,783,371) $ 974,864
------- ------ ---------- ----------- ----------
------- ------ ---------- ----------- ----------
</TABLE>

See accompanying notes to these financial statements.

F-5
<PAGE>
PREMIER CONCEPTS, INC.

STATEMENTS OF CASH FLOWS

<TABLE>
FOR THE
FOR THE FOR THE FOR THE FISCAL THREE MONTHS ENDED
YEAR ENDED MONTH ENDED YEAR ENDED ------------------------
DECEMBER 31, JANUARY 29, JANUARY 28, APRIL 30, APRIL 28,
1994 1995 1996 1995 1996
------------ ------------ -------------- ----------- -----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (823,942) $(214,784) $ 174,219 $ (92,354) $(127,340)
Adjustments to reconcile net income
(loss) to net cash from operating
activities:
Stock for services 45,000 - -
Gain on restructuring debt (192,237) - (209,331) (145,390) -
Reduction of accounts payable - - (282,110) - (14,577)
Provision for store closure 143,000 - 8,307 - -
Depreciation and amortization 312,146 29,663 337,070 94,574 65,283
(Gain) loss on marketable securities 146,963 - 182,643 2,717 (43,307)
Other, net 25,307 - (13,201) - -
Changes in operating assets and
liabilities:
(Increase) decrease in:
Merchandise inventories (122,259) 201,735 (197,665) 8,004 128,183
Other assets 382,853 6,356 (40,870) (13,065) (80,716)
Increase (decrease) in:
Accounts payable and accrued
liabilities 39,716 (435,030) 99,834 253,566 49,680
Other liabilities 29,509 2,030 24,620 7,576 35,152
----------- --------- --------- --------- ---------
Net cash provided by (used in)
operating activities (58,944) (410,030) 128,516 115,628 12,358

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures for property and
equipment (56,445) - (165,137) (30,427) (76,949)
Cash balances of businesses acquired 367,313 - - - -
Proceeds from sale of investments 155,283 - 156,374 74,511 -
Purchase of investments (223,909) - - - -
----------- --------- --------- --------- ---------
Net cash (used in) provided by
investing activities 242,242 - (8,763) 44,084 (76,949)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 1,236,381 - 282,500 - -
Proceeds from issuance of notes payable 466,453 - 100,000 - -
Payment on notes payable (1,296,407) (18,008) (346,219) (117,385) (58,566)
----------- --------- --------- --------- ---------
Net cash provided by financing
activities 406,427 (18,008) 36,281 (117,385) (58,566)
----------- --------- --------- --------- ---------
INCREASE (DECREASE) IN CASH 589,725 (428,038) 156,034 42,327 (123,157)

CASH AND CASH EQUIVALENTS, beginning
of period 9,477 599,202 171,164 171,164 327,198
----------- --------- --------- --------- ---------

CASH AND CASH EQUIVALENTS, end of period $ 599,202 $ 171,164 $ 327,198 $ 213,491 $ 204,041
----------- --------- --------- --------- ---------
----------- --------- --------- --------- ---------
SUPPLEMENTAL SCHEDULE OF CASH FLOW
INFORMATION:
Cash paid for interest $ 135,319 $ 11,899 $ 102,134 $ 31,799 $ 30,951
----------- --------- --------- --------- ---------
----------- --------- --------- --------- ---------
Purchase of Impostors and Mirage
with common stock $ 650,000 $ - $ - $ - $ -
----------- --------- --------- --------- ---------
----------- --------- --------- --------- ---------
Conversion of liabilities to equity
securities $ 149,000 $ - $ 184,700 $ - $ -
----------- --------- --------- --------- ---------
----------- --------- --------- --------- ---------
</TABLE>

See accompanying notes to these financial statements.

F-6

<PAGE>
PREMIER CONCEPTS, INC.

NOTES TO FINANCIAL STATEMENTS
(INFORMATION SUBSEQUENT TO JANUARY 28, 1996 IS UNAUDITED)

1. NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES:

NATURE OF OPERATIONS - Premier Concepts, Inc. (the Company) was
incorporated in the state of Colorado in 1988. During 1993, the Company
acquired certain real estate located in a limited stakes gaming city in
Colorado, which were exchanged during 1993 for common stock of Global
Casinos, Inc. (Global), a company which has two common directors. As
further discussed in Note 2, during 1994, the Company purchased out of
bankruptcy certain assets and liabilities of American Fashion Jewels, Inc.
(Impostors) and, in a separate transaction, Mirage Concepts, Inc.
(Mirage), both of which are retail chains of reproduction jewelry stores.
The Company presently operates 26 retail stores with a geographic
concentration of stores in California, including one store in San
Francisco, California that accounted for 17% of total revenues during the
fiscal year ended January 28, 1996.

FISCAL YEAR - The Company was on a calendar year through December 31,
1994. The Company changed its fiscal year to a 52/53-week period ending
on the last Sunday in January effective for periods ending after December
31, 1994. The period ended January 29, 1995 had 29 days of activity. Fiscal
year ended January 28, 1996 contained 364 days of activity.

MERCHANDISE INVENTORIES - Merchandise inventories are stated at the lower
of cost or market. Cost is calculated using the average-cost method.

PROPERTY AND EQUIPMENT - Property and equipment is stated at cost.
Depreciation is computed over the estimated useful lives of the assets
using the straight-line method generally over a 5 to 10-year period.
Leasehold improvements are amortized on the straight-line method over the
lesser of the lease term or the useful life. Expenditures for ordinary
maintenance and repairs are charged to expense as incurred. Upon
retirement or disposal of assets, the cost and accumulated depreciation are
eliminated from the account and any gain or loss is reflected in the
statement of operations.

TRADEMARKS - A portion of the Impostors purchase price was allocated to
trademarks (see Note 2). This cost is being amortized over 10 years.
The Company evaluates the recoverability of this intangible based on
projected, undiscounted future cash flows exclusive of interest.

DEFERRED RENT - Many of the Company's store leases contain predetermined
fixed escalations of the minimum rentals during the initial term. For
these leases, the Company recognizes the related rental expense on a
straight-line basis and records the difference as deferred rent.

MARKETABLE SECURITIES - Trading securities, all of which are equity
investments, are carried at market value at the balance sheet date. All
of the marketable securities at January 28, 1996 are common stock of Global.
Realized gain (loss) on marketable securities is determined based on
specific identification of securities sold.

The change in the net unrealized holding loss for the year ended December
31, 1994, for the month ended January 29, 1995, and for the year ended
January 28, 1996, was $53,164, $155, and $20,243, respectively.

F-7
<PAGE>

PREMIER CONCEPTS, INC.

NOTES TO FINANCIAL STATEMENTS
(INFORMATION SUBSEQUENT TO JANUARY 28, 1996 IS UNAUDITED)

FAIR VALUE OF FINANCIAL INSTRUMENTS - The estimated fair values for
financial instruments are determined at discrete points in time based on
relevant market information. These estimates involve uncertainties and
cannot be determined with precision. The carrying amounts of marketable
securities, accounts payable, and accrued liabilities approximate fair
value. The fair value of certain notes payable is less than their carrying
value as generally their interest rates are lower than the Company's
current effective annual borrowing rate, however, the difference is not
considered significant.

CASH EQUIVALENTS - For purposes of the statement of cash flows, the
Company considers all highly liquid debt instruments with original
maturities of three months or less to be cash equivalents.

NET INCOME (LOSS) PER SHARE - Net income (loss) per common share is
calculated based upon the weighted average number of shares outstanding
during the periods presented. Stock options and warrants have not been
included in the calculation of net income (loss) per share for the year
ended December 31, 1994, for the one month ended January 29, 1995, and for
the three months ended April 30, 1995 and April 28, 1996, as the results are
antidilutive. Dilutive options have been included in the calculation of net
income per share for the fiscal year ended January 28, 1996.

LICENSE AGREEMENTS - The Company grants license agreements to entities
for the use of the Impostor's name. License fees are recognized as income
on a straight-line basis over the term of the agreement.

INCOME TAXES - The Company accounts for income taxes under SFAS No. 109
which requires recognition of deferred tax assets and liabilities for the
expected future tax consequences of events that have been included in the
financial statements or tax returns. Under this method, deferred tax assets
and liabilities are determined, based on the difference between the
financial statements and tax bases of asset and liabilities using enacted
tax rates in effect for the year in which the differences are expected to
reverse.

USE OF ESTIMATES - The preparation of the Company's consolidated
financial statements in conformity with generally accepted accounting
principles requires the Company's management to make estimates and
assumptions that affect the amounts reported in these financial statements
and accompanying notes. Actual results could differ from those
estimates.

IMPAIRMENT OF LONG-LIVED ASSETS - Effective January 29, 1996, the Company
adopted Financial Accounting Standards Board Statement 121 (FAS 121). In
the event that facts and circumstances indicate that the cost of assets
or other assets may be impaired, an evaluation of recoverability would be
performed. If an evaluation is required, the estimated future
undiscounted cash flows associated with the asset would be compared to
the asset's carrying amount to determine if a write-down to market value or
discounted cash flow value is required. Adoption of FAS 121 had no
effect on the unaudited April 28, 1996 financial statements.

F-8
<PAGE>

PREMIER CONCEPTS, INC.

NOTES TO FINANCIAL STATEMENTS
(INFORMATION SUBSEQUENT TO JANUARY 28, 1996 IS UNAUDITED)

PROVISION FOR STORE CLOSURES AND WRITE-DOWN PRODUCTIVE ASSETS - The
Company accrues costs associated with store closures that are incremental
to other costs incurred prior to commitment date incurred as a direct
result of the exit plan. The Company also accrues any amounts to be incurred
under contractual obligations that existed prior to the commitment date
and will continue after the exit plan is completed with no economic
benefit. Prior to the adoption of FAS 121 on January 29, 1996, the Company
also wrote-down productive assets to their net realizable value when it
was determined the productive assets were permanently impaired. During the
year ended December 31, 1994, the Company accrued a provision for store
closures of $143,000 based upon the above described accounting policies.

STOCK BASED COMPENSATION - In October 1995, the Financial Accounting
Standards Board issued a new statement titled "Accounting for Stock-Based
Compensation" (FAS 123). The new statement is effective for fiscal years
beginning after December 15, 1995. FAS 123 encourages, but does not require
companies to recognize compensation expense for grants of stock, stock
options, and other equity instruments to employees based on fair value.
Companies that do not adopt the fair value accounting rules must disclose the
impact of adopting the new method in the notes to the financial
statements. Transactions in equity instruments with non-employees for
goods or services must be accounted for on the fair value method. The
Company has elected not to adopt the fair value accounting prescribed by
FAS 123 for employees, and will be subject only to the disclosure
requirements prescribed by FAS 123.

LIQUIDITY - At January 28, 1996, the Company had working capital of
$683,172 and a stockholders' equity of $1,102,204. The Company incurred a
loss before income tax benefit and extraordinary item of $35,112 for the
year ended January 28, 1996. Additionally, the Company realized a gain on
the extinguishment of accounts payable of approximately $282,000, which is
included in the loss before extraordinary item. Impostors emerged from
bankruptcy in February 1994, and the Company has experienced liquidity
difficulties in the past.

As shown in the Company's financial statements, the Company's sales have
increased during the fiscal year ended January 28, 1996, which has also
resulted in improved financial performance. As discussed further in Notes
6 and 8, the Company obtained additional capital through private placements
of common stock during fiscal 1996, and preferred stock and warrants in
June 1996, and is undertaking a proposed public offering of common stock
and warrants. Management believes through these efforts and improved
operations, the Company will be able to resolve its liquidity difficulties.

UNAUDITED INFORMATION - The balance sheet as of April 28,1996 and the
statements of operations for the three month periods ended April 28, 1996
and April 30, 1995 were taken from the Company's books and records without
audit. However, in the opinion of management, such information includes all
adjustments (consisting only of normal accruals), which are necessary to
properly reflect the financial position of the Company as of April 28,
1996 and the results of operations for the three months ended April 28, 1996
and April 30, 1995.

F-9

<PAGE>
PREMIER CONCEPTS, INC.

NOTES TO FINANCIAL STATEMENTS
(INFORMATION SUBSEQUENT TO JANUARY 28, 1996 IS UNAUDITED)

UNAUDITED PRO FORMA BALANCE SHEET - The pro forma unaudited stockholders'
equity reflects the receipt of the net proceeds of $225,000 from the sale of
416,672 shares of preferred stock and 208,336 warrants for the purchase of
common stock subsequent to this date, as if such net proceeds were
received on April 28, 1996 (see Note 8).

2. ACQUISITIONS AND DISPOSITIONS:

In 1993, the Company exchanged its ownership in certain real estate and a
note receivable for 2,700,000 shares of common stock in Global with the
exception of 290,300 shares of Global's common stock (representing less
than 5%) of Global) was distributed to stockholders' of the Company during
1993. The Company has two common directors with Global. After
distributing the Global common stock to the Company's stockholders, there
remained substantial liabilities to uncollateralized creditors related to
prior activities of the Company. Certain of these creditors have filed
claims against the Company demanding payment. The Company has been
negotiating settlements with most of these creditors, which has resulted
in an extraordinary gain and other income from the reduction in accounts
payable totaling approximately $192,000 and $491,000 during the years
ended December 31, 1994 and January 28, 1996, respectively. Reduction in
accounts payable represents the reversal of recorded amounts based upon
management's estimates of amounts which may ultimately be paid, but the
Company has not received formal releases from the creditors.

RETAIL JEWELRY STORES - During 1994, the Company acquired substantially
all of the assets and liabilities of Impostors, a retail jewelry chain
from a corporation which had filed for protection under the United States
Bankruptcy Court. The retail jewelry chain was comprised of 30 retail
jewelry stores, operating under the trademark "Impostors." One store was
closed in 1994 and five stores were closed during the year ended January
28, 1996. In an affiliated bankruptcy proceeding, the Company acquired
certain additional commercial leases utilized in connection with the
operation of the retail business. In connection with this transaction,
the Company issued 107,500 shares of its common stock, which was valued by
the bankruptcy court at $695,000. The Company also assumed liabilities
of approximately $3,147,000, and acquired assets of approximately
$3,697,000, including trademarks and tradename valued at $204,000. For
financial statement purposes, this transaction has been treated as a
purchase by the Company of Impostors.

Also during 1994, the Company acquired Mirage, which, at the time of
acquisition, owned and operated three retail costume jewelry stores. The
Company and Mirage had a common officer and a common stockholder prior to
the acquisition date. The Company issued 20,000 shares of common stock
valued at $100,000 for the acquisition of Mirage. The Company also assumed
liabilities of approximately $76,000, and acquired assets of approximately
$176,000. For financial statement purposes, this transaction has been
treated as a purchase by the Company of Mirage.

The accompanying statement of operations includes Impostors and Mirage
since March 1, 1994, the date of acquisition.

F-10
<PAGE>

PREMIER CONCEPTS, INC.

NOTES TO FINANCIAL STATEMENTS
(INFORMATION SUBSEQUENT TO JANUARY 28, 1996 IS UNAUDITED)

3. PROPERTY AND EQUIPMENT:

At January 28, 1996, property and equipment consists of the following:

Furniture, fixtures and equipment $ 717,869
Leasehold improvements 845,015
----------
1,562,884
Less accumulated depreciation 585,157
----------

$ 977,727
----------
----------

Depreciation expense for the year ended December 31, 1994, month ended
January 29, 1995, and for the year ended January 28, 1996 was
$295,146, $27,963, and $316,670, respectively.

4. NOTES PAYABLE AND LONG-TERM DEBT:

Notes payable and long-term debt consist of the following:

January 28, April 28,
1996 1996
----------- ---------

RELATED PARTIES

Note payable to a stockholder, payable
in monthly installments of $5,000 plus
accrued interest at 18%, collateralized
by marketable securities and due
April 30, 1996, however, paid subsequent
to April 28, 1996. $30,959 $30,959

Note payable to a stockholder, at 12%
principal and interest due July 1996. 39,000 39,000

Notes and advances payable to
stockholders of the Company, payable on
demand, non-interest bearing. 28,920 28,920
------- -------

Total related parties - all current $98,879 $98,879
------- -------
------- -------

F-11

<PAGE>

PREMIER CONCEPTS, INC.

NOTES TO FINANCIAL STATEMENTS
(INFORMATION SUBSEQUENT TO JANUARY 28, 1996 IS UNAUDITED)

<TABLE>
<CAPTION>
JANUARY 28, APRIL 28,
1996 1996
----------- ---------
<S> <C> <C>
Other

Note payable to a bank, interest payable monthly at 10%,
principal payable in February 1998, collateralized by cash and
inventory. $ 635,000 $ 635,000

Note payable to a entity, interest payable monthly at 12%,
principal payable in January 1996. Management has been in
discussions with the noteholder to pay off the note with part of
the proceeds from a public offering. 100,000 100,000

Payable to a vendor and creditor of Impostors from bankruptcy
settlement (less unamortized discount of $8,743), payable by
adding 10% to the cost of current purchases. Discounted at 7.7%
assumed interest rate, collateralized by receivables, inventory,
property and equipment (see Note 5). 87,591 77,732

Notes payable to creditors of Impostors from bankruptcy
settlement, payable in monthly installments plus accrued interest
at 6% to 8%, over variable terms through December 1999. A
note totaling $35,000 is guaranteed by certain stockholders of the
Company. 197,724 170,498

Note payable to an entity, payable in monthly installments of
$10,000 plus accrued interest at 12%. As of April 28, 1996, the
Company is in arrears on $20,000 of principal payments.
Subsequent to April 28, 1996, the Company paid an additional
$10,000 to the noteholder and has been in discussions with the
noteholder to pay off part of the note with the proceeds of the
offering. 100,000 80,000

Other 18,451 16,970
---------- ----------
1,138,766 1,080,200

Less current portion (378,902) (356,578)
---------- ----------

$ 759,864 $ 723,622
---------- ----------
---------- ----------
</TABLE>

F-12

<PAGE>

PREMIER CONCEPTS, INC.

NOTES TO FINANCIAL STATEMENTS
(INFORMATION SUBSEQUENT TO JANUARY 28, 1996 IS UNAUDITED)

Principal payments on the above obligations at January 28, 1996 are due as
follows:

Related
Parties Other
------- ----------
1997 $98,878 $ 378,904
1998 - 725,326
1999 - 26,787
2000 - 7,751
------- ----------
$98,878 $1,138,768
------- ----------
------- ----------

5. COMMITMENTS AND CONTINGENCIES:

LEASE COMMITMENTS - The Company leases its offices and retail facilities
under operating leases for terms expiring at various dates from 1996 to 2002.
The corporate office lease has been guaranteed by the directors of the
Company. The aggregate minimum annual lease payments under leases in effect
at January 28, 1996 are as follows:

YEAR ENDING OPERATING
JANUARY 28, LEASES
----------- ---------
1997 $1,487,312
1998 1,385,860
1999 1,190,250
2000 1,056,871
Thereafter 1,767,854
----------
Total minimum lease payments $6,888,147
----------
----------

Most leases also provide for payment of operating expenses, real estate taxes
and in some cases for additional rent based on a percentage of sales. Rental
expense was $1,739,802, $174,592, and $1,977,718 for the fiscal year ended
December 31, 1994, for the month ended January 29, 1995, and for the year
ended January 28, 1996, respectively.

LITIGATION SETTLEMENT - The Company entered into a commitment to guarantee
the value of 55,000 shares of Global stock and 2,750 shares of the Company's
common stock related to a settlement with a former creditor. Under the terms
of the agreement, the Company agreed to buy back or guarantee that the total
"asking" price of the combined common shares would equal $200,000 at March 1,
1995. In fiscal 1996, the Company settled with the former creditor for the
issuance of an additional 46,792 shares of the Company's stock, valued at
$171,625.

F-13

<PAGE>

PREMIER CONCEPTS, INC.

NOTES TO FINANCIAL STATEMENTS
(INFORMATION SUBSEQUENT TO JANUARY 28, 1996 IS UNAUDITED)

PAYABLE TO VENDOR - The Company has agreed to purchase a minimum of $500,000
of merchandise annually from the vendor through 1997 or until Impostors'
liability to the vendor prior to Impostor's bankruptcy (totaling $77,732 at
April 28, 1996) has been paid in full. Payment for merchandise purchased
will be paid at 110% of the cost, with the additional 10% to be applied
against the outstanding balance of the vendor's claim until paid in full (see
Note 4).

6. STOCKHOLDERS' EQUITY:

PREFERRED STOCK - The Board of Directors has authority to divide the class of
the preferred stock into series and to fix and determine the relative rights
and preferences of the shares of any such series as permitted by the
Company's articles of incorporation at the time of designation (see Note 8).

COMMON SHARES - During 1994, the Company declared a 1 for 4 reverse stock
split and changed the par value from $.0001 to $.0004 per share. The
Company's shareholders have also approved a 1 for 5 reverse stock split and a
change in the par value from $.0004 to $.002 per share, to be on the date of
a public offering. Accordingly, all common stock reflected in the
accompanying financial statements and notes reflect of these reverse splits.

During 1994, the Company sold, in a private placement, 92,750 units for
$10.00 per unit. Each unit consisted of two shares of common stock and a
warrant for the purchase one share of common stock at a purchase price of
$10.00 per share, exercisable through December 31, 1995. Proceeds of
$894,281 were net of $33,219 expenses of the offering. The Company has
extended the term of the warrants to December 31, 1996.

During 1994, the Company completed a rights offering of 50,000 shares of the
Company's common stock at $18.00 per share and the right to a distribution of
1,000,000 shares of Global stock from the Company, which was part of a
distribution of Global stock to all of the Company's stockholders (see Note
2). During 1994, the 16,285 remaining shares and 33,715 shares of this
offering were sold. Proceeds of $881,378 were net of $18,622 expenses of the
offering.

During fiscal 1996, the Company sold in a private placement, 234,000 shares
of common stock at $1.25 per share.

During fiscal 1996, the Company issued 53,792 shares of common stock in
settlement of liabilities and guarantees of liabilities and 27,000 shares of
common stock in payment for services, including 2,400 issued to an officer
and director, and 2,600 issued to a director. Also, the Company has agreed
to register 102,041 shares, under the Securities Act of 1933, to be filed in
fiscal 1997.

OPTIONS - The Company has an Incentive Stock Option Plan (Plan) which
provides for the grant of options to purchase up to 130,000 shares of the
Company's common stock to officers and employees of the Company. The
Company's Board of Directors have approved, subject to shareholder approval,
an additional 100,000 shares to be reserved for the Plan. Options are
granted at a price equal to the

F-14

<PAGE>

PREMIER CONCEPTS, INC.

NOTES TO FINANCIAL STATEMENTS
(INFORMATION SUBSEQUENT TO JANUARY 28, 1996 IS UNAUDITED)

market value at the date of grant. Options were granted in 1994 to an
officer/director on 40,000 shares at an exercise price of $5; in fiscal 1996,
the exercise price was reduced to $1.875 per share, and the term was extended
to December 31, 2001. An additional 13,000 incentive stock options were
granted to other employees in fiscal 1997 at $1.875 per share, which expire
in February 15, 2003. All of these options are currently vested.

In March 1996, the Company granted incentive stock options for 80,000 shares
to employees, at an exercise price of $2.50, which expire in 2001.
Forty-thousand of these incentive stock options vest immediately and 20,000
on each of the first and second anniversary dates.

In April 1996, the Company adopted an non-qualified option plan (Director
Plan) for outside directors. Each outside director is to be granted stock
options for each full year of service for the purchase of 5,000 shares of
common stock at a price equal to 100% of the fair market value of the
Company's common stock at the date of grant. In fiscal 1996, the Company
issued options on a total of 25,000 shares to directors of the Company under
the Director Plan and options for 12,000 shares to directors in return for
guaranteeing the Company's corporate office lease, at an exercise price of
$2.50 and which expire in 2001.

EMPLOYEE STOCK PURCHASE PLAN - During June 12, 1995, the Company adopted a
qualified Employee Stock Purchase Plan (ESPP). The Company has been
authorized through the ESPP to offer up to 20,000 shares per year over a
three-year term, or a total of 60,000 shares, to the Company's employees.
The ESPP includes certain restrictions which preclude participation by
part-time employees and employees owning 5% or more of the Company's common
stock. The purchase price for the shares may not be less than 85% of the
market value of the stock on either the enrollment date or the exercise date
as those terms are defined in the ESPP. No shares of common stock have been
issued under the ESPP and there have been no subscriptions of employees to
participate in the plan.

7. INCOME TAXES:

The Company's actual effective tax rate differs from U.S. Federal corporate
income tax rate of 34% as follows for the fiscal year ended January 28, 1996.

Statutory rate 34 %
Effect of graduated rate (4.6)%
State income taxes, net of Federal income tax benefit 3.3 %
Reduction in valuation allowance due to usage of net operating
loss carryforwards and change in temporary differences (32.7)%
------
$ -0-%
------
------

F-15

<PAGE>

PREMIER CONCEPTS, INC.

NOTES TO FINANCIAL STATEMENTS
(INFORMATION SUBSEQUENT TO JANUARY 28, 1996 IS UNAUDITED)

The components of the net deferred tax asset recognized as of January 28,
1996 are as follows:

Current deferred tax assets (liabilities):
Unrealized loss on investments $ 56,000
Accrued expenses not currently deductible for tax 35,000
Other, net (2,000)
Valuation allowance (89,000)
---------
Net current deferred tax asset $ -
---------
---------

Long-term deferred tax assets (liabilities):
Net operating loss carryforwards $ 231,000
Other, net 5,000
Valuation allowance (236,000)
---------
Net long-term deferred tax asset $ -
---------
---------

The valuation allowance was $546,000 at December 31, 1994, increased by
$73,000 in the one month ended January 29, 1995, and decreased by $302,000
for the year ended January 28, 1996.

At January 28, 1996, the Company had net operating loss carryforwards for
Federal tax purposes of approximately $680,000. The estimated NOL
carryforward has been reduced by approximately $400,000 as a result of
changes in ownership and a change in line of business which occurred in 1994
and prior years. The loss carryforwards, unless utilized, will expire from
2009 through 2010.

8. SUBSEQUENT EVENTS:

During June 1996, the Company sold 208,335 units at $1.20 per unit in a
private offering. Each unit includes two shares of Series A convertible
Preferred stock and one warrant. Five warrants currently entitle the holder
to purchase one share of common stock at $5 per share and is exercisable
through June 1998. Each share of Series A Preferred Stock is entitled to
$.051 per annum cumulative dividends and is convertible commencing in June
1997 at a rate of five shares of preferred stock for one share of common
stock. If the Company completes a public offering of common stock by October
31, 1996, the preferred shares will automatically convert into common stock,
and the conversion price will be 70% of the public offering price of the
common stock and five warrants will automatically be exchanged for two
warrants offered in the proposed public offering.

F-16

<PAGE>

- --------------------------------------------------------------------------------

No dealer, salesman or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with the offer made by this Prospectus and if, given
or made, such information or representations must not be relied upon as
having been authorized by the Company. This Prospectus does not constitute
an offer to sell or the solicitation of any offer to buy any security other
than the shares of Common Stock and Warrants offered by this Prospectus, nor
does it constitute an offer to sell or a solicitation of any offer to buy the
shares of Common Stock or Warrants by anyone in any jurisdiction in which
such offer or solicitation is not authorized, or in which the person making
such offer or solicitation is not qualified to do so, or to any person to
whom it is unlawful to make such offer or solicitation. Neither the delivery
of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that information contained herein is
correct as of any time subsequent to the date hereof.

TABLE OF CONTENTS

PAGE

Prospectus Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . .18
Dilution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22
Dividends. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .24
Certain Market Information . . . . . . . . . . . . . . . . . . . . . . .25
Selected Financial Data and Statistical
Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .26
Management's Discussion and Analysis
of Financial Condition and Results
of Operations. . . . . . . . . . . . . . . . . . . . . . . . . . . . .28
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .35
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .43
Certain Transactions . . . . . . . . . . . . . . . . . . . . . . . . . .50
Securities Ownership of Management and
Principal Shareholders . . . . . . . . . . . . . . . . . . . . . . . .53
Description of Securities. . . . . . . . . . . . . . . . . . . . . . . .56
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .60
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .63
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .63
Available Information. . . . . . . . . . . . . . . . . . . . . . . . . .63
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . .F-1
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

1,000,000 Shares of Common Stock

1,000,000 Common Stock
Purchase Warrants

PREMIER CONCEPTS, INC.

- --------------------------------------------------------------------------------
PROSPECTUS
- --------------------------------------------------------------------------------

COHIG & ASSOCIATES, INC.

__________________, 1996

- --------------------------------------------------------------------------------

<PAGE>

[Alternative Page for Selling Shareholders' Prospectus]

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No dealer, salesman or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with the offer made by this Prospectus and if, given or
made, such information or representations must not be relied upon as having been
authorized by the Company. This Prospectus does not constitute an offer to sell
or the solicitation of any offer to buy any security other than the shares of
Common Stock and Warrants offered by this Prospectus, nor does it constitute an
offer to sell or a solicitation of any offer to buy the shares of Common Stock
or Warrants by anyone in any jurisdiction in which such offer or solicitation is
not authorized, or in which the person making such offer or solicitation is not
qualified to do so, or to any person to whom it is unlawful to make such offer
or solicitation. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that
information contained herein is correct as of any time subsequent to the date
hereof.

TABLE OF CONTENTS

PAGE
Prospectus Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . .18
Dilution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22
Dividends. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .24
Certain Market Information . . . . . . . . . . . . . . . . . . . . . . .25
Selected Financial Data and Statistical
Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .26
Management's Discussion and Analysis
of Financial Condition and Results
of Operations. . . . . . . . . . . . . . . . . . . . . . . . . . . . .28
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .35
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .43
Certain Transactions . . . . . . . . . . . . . . . . . . . . . . . . . .50
Selling Shareholders and Plan of
Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . .53
Description of Securities. . . . . . . . . . . . . . . . . . . . . . . .56
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .60
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .63
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .63
Available Information. . . . . . . . . . . . . . . . . . . . . . . . . .63
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . .F-1
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102,041 Shares of Common Stock

83,334 Class A Common Stock
Purchase Warrants

PREMIER CONCEPTS, INC.

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PROSPECTUS
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COHIG & ASSOCIATES, INC.

_________________, 1996

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<PAGE>

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The only statute, charter provision, bylaw, contract, or other arrangement
under which any controlling person, director or officers of the Registrant is
insured or indemnified in any manner against any liability which he may incur in
his capacity as such, is as follows:

Sections 7-109-101 through 7-109-110 of the Colorado Corporation Code
provide as follows:

7-109-101. DEFINITIONS. As used in this article:

(1) "Corporation" includes any domestic or foreign entity that is a
predecessor of a corporation by reason of a merger or other
transaction in which the predecessor's existence ceased upon
consummation of the transaction.

(2) "Director" means an individual who is or was a director of a
corporation or an individual who, while a director of a corporation,
is or was serving at the corporation's request as a director, officer,
partner, trustee, employee, fiduciary, or agent of another domestic or
foreign corporation or other person or of an employee benefit plan. A
director is considered to be serving an employee benefit plan at the
corporation's request if his or her duties to the corporation also
impose duties on, or otherwise involve services by, the director to
the plan or to participants in or beneficiaries of the plan.
"Director" includes, unless the context requires otherwise, the estate
or personal representative of a director.

(3) "Expenses" includes counsel fees.

(4) "Liability" means the obligation incurred with respect to a
proceeding to pay a judgment, settlement, penalty, fine, including an
excise tax assessed with respect to an employee benefit plan, or
reasonable expenses.

(5) "Official capacity" means, when used with respect to a director,
the office of director in a corporation and, when used with respect to
a person other than a director as contemplated in section 7-109-107,
the office in a corporation held by the officer or the employment,
fiduciary, or agency relationship undertaken by the employee,
fiduciary, or agent on behalf of the corporation. "Official capacity"
does not include service for any other domestic or foreign corporation
or other person or employee benefit plan.

(6) "Party" includes a person who was, is, or is threatened to be
made a named defendant or respondent in a proceeding.

(7) "Proceeding" means any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or
investigative and whether formal or informal.

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<PAGE>

7-109-102. AUTHORITY TO INDEMNIFY DIRECTORS.

(1) Except as provided in subsection (4) of this section, a
corporation may indemnify a person made a party to a proceeding
because the person is or was a director against liability incurred in
the proceeding if:

(a) The person conducted himself or herself in good faith; and

(b) The person reasonable believed:

(I) In the case of conduct in an official capacity with the
corporation, that his or her conduct was in the corporation's best
interests; and

(II) In all other cases, that his or her conduct was at
least not opposed to the corporation's best interests; and

(c) In the case of any criminal proceeding, the person had no
reasonable cause to believe his or her conduct was unlawful.

(2) A director's conduct with respect to an employee benefit plan for
a purpose the director reasonably believed to be in the interests of
the participants in or beneficiaries of the plan is conduct that
satisfies the requirement of subparagraph (II) of paragraph (b) of
subsection (1) of this section. A director's conduct with respect to
an employee benefit plan for a purpose that the director did not
reasonably believe to be in the interests of the participants in or
beneficiaries of the plan shall be deemed not to satisfy the
requirements of paragraph (a) of subsection (1) of this section.

(3) The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent is
not, of itself, determinative that the director did not meet the
standard of conduct described in this section.

(4) A corporation may not indemnify a director under this section:

(a) In connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the
corporation; or

(b) In connection with any other proceeding charging that the
director derived an improper personal benefit, whether or not
involving action in an official capacity, in which proceeding the
director was adjudged liable on the basis that he or she derived an
improper personal benefit.

(5) Indemnification permitted under this section in connection with a
proceeding by or in the right of the corporation is limited to
reasonable expenses incurred in connection with the proceeding.

7-109-103. MANDATORY INDEMNIFICATION OF DIRECTORS. Unless limited by
its articles of incorporation, a corporation shall indemnify a person
who was wholly successful, on the merits or otherwise, in the defense
of any proceeding to which

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<PAGE>

the person was a party because the person is or was a director, against
reasonable expenses incurred by him or her in connection with the
proceeding.

7-109-104. ADVANCE OF EXPENSES TO DIRECTORS.

(1) A corporation may pay for or reimburse the reasonable expenses
incurred by a director who is a party to a proceeding in advance of
final disposition of the proceeding if:

(a) The director furnishes to the corporation a written
affirmation of the director's good faith belief that he or she has met
the standard of conduct described in section 7-109-102;

(b) The director furnishes to the corporation a written
undertaking, executed personally or on the director's behalf, to repay
the advance if it is ultimately determined that he or she did not meet
the standard of conduct; and

(c) A determination is made that the facts then known to those
making the determination would not preclude indemnification under this
article.

(2) The undertaking required by paragraph (b) of subsection (1) of
this section shall be an unlimited general obligation of the director
but need not be secured and may be accepted without reference to
financial ability to make repayment.

(3) Determinations and authorizations of payments under this section
shall be made in the manner specified in section 7-109-106.

7-109-105. COURT-ORDERED INDEMNIFICATION OF DIRECTORS.

(1) Unless otherwise provided in the articles of incorporation, a
director who is or was a party to a proceeding may apply for
indemnification to the court conducting the proceeding or to another
court of competent jurisdiction. On receipt of an application, the
court, after giving any notice the court considers necessary, may
order indemnification in the following manner:

(a) If it determines that the director is entitled to mandatory
indemnification under section 7-109-103, the court shall order
indemnification, in which case the court shall also order the
corporation to pay the director's reasonable expenses incurred to
obtain court-ordered indemnification.

(b) If it determines that the director is fairly and reasonable
entitled to indemnification in view of all the relevant circumstances,
whether or not the director met the standard of conduct set forth in
section 7-109-102 (1) or was adjudged liable in the circumstances
described in section 7-109-102 (4), the court may order such
indemnification as the court deems proper; except that the
indemnification with respect to any proceeding in which liability
shall have been adjudged in the circumstances described in section
7-109-102 (4) is limited to reasonable expenses incurred in connection
with the proceeding and reasonable expenses incurred to obtain
court-ordered indemnification.

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<PAGE>

7-109-106. DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION OF
DIRECTORS.

(1) A corporation may not indemnify a director under section 7-109-102
unless authorized in the specific case after a determination has been made
that indemnification of the director is permissible in the circumstances
because the director has met the standard of conduct set forth in section
7-109-102. A corporation shall not advance expenses to a director under
section 7-109-104 unless authorized in the specific case after the written
affirmation and undertaking required by section 7-109-104 (1) (a) and (1)
(b) are received and the determination required by section 7-109-104 (1)
(c) has been made.

(2) The determinations required by subsection (1) of this section
shall be made:

(a) By the board of directors by a majority vote of those
present at a meeting at which a quorum is present, and only those
directors not parties to the proceeding shall be counted in satisfying
the quorum; or

(b) If a quorum cannot be obtained, by a majority vote of a
committee of the board of directors designated by the board of
directors, which committee shall consist of two or more directors not
parties to the proceeding; except that directors who are parties to
the proceeding may participate in the designation of directors for the
committee.

(3) If a quorum cannot be obtained as contemplated in paragraph (a)
of subsection (2) of this section, and a committee cannot be
established under paragraph (b) of subsection (2) of this section, or,
even if a quorum is obtained or a committee is designated, if a
majority of the directors constituting such quorum or such committee
so directs, the determination required to be made by subsection (1) of
this section shall be made:

(a) By independent legal counsel selected by a vote of the board
of directors or the committee in the manner specified in paragraph (a)
or (b) of subsection (2) of this section or, if a quorum of the full
board cannot be obtained and a committee cannot be established, by
independent legal counsel selected by a majority vote of the full
board of directors; or

(b) By the shareholders.

(4) Authorization of indemnification and advance of expenses shall be
made in the same manner as the determination that indemnification or
advance of expenses is permissible; except that, if the determination
that indemnification or advance of expenses is permissible is made by
independent legal counsel, authorization of indemnification and
advance of expenses shall be made by the body that selected such
counsel.

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<PAGE>

7-109-107. INDEMNIFICATION OF OFFICERS, EMPLOYEES, FIDUCIARIES, AND
AGENTS.

(1) Unless otherwise provided in the articles of incorporation:

(a) An officer is entitled to mandatory indemnification under
section 7-109-103, and is entitled to apply for court-ordered
indemnification under section 7-109-105, in each case to the same
extent as a director;

(b) A corporation may indemnify and advance expenses to an
officer, employee, fiduciary, or agent of the corporation to the same
extent as to a director; and

(c) A corporation may also indemnify and advance expenses to an
officer, employee, fiduciary, or agent who is not a director to a
greater extent, if not inconsistent with public policy, and if
provided for by its bylaws, general or specific action of its board of
directors or shareholders, or contract.

7-109-108. INSURANCE. A corporation may purchase and maintain
insurance on behalf of a person who is or was a director, officer,
employee, fiduciary, or agent of the corporation, or who, while a
director, officer, employee, fiduciary, or agent of the corporation,
is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee, fiduciary, or agent of another
domestic or foreign corporation or other person or of an employee
benefit plan, against liability asserted against or incurred by the
person in that capacity or arising from his or her status as a
director, officer, employee, fiduciary, or agent, whether or not the
corporation would have power to indemnify the person against the same
liability under section 7-109-102, 7-109-103, or 7-109-107. Any such
insurance may be procured from any insurance company designated by the
board of directors, whether such insurance company is formed under the
laws of this state or any other jurisdiction of the United States or
elsewhere, including any insurance company in which the corporation
has an equity or any other interest through stock ownership or
otherwise.

7-109-109. LIMITATION OF INDEMNIFICATION OF DIRECTORS.

(1) A provision treating a corporation's indemnification of, or
advance of expenses to, directors that is contained in its articles of
incorporation or bylaws, in a resolution of its shareholders or board
of directors, or in a contract, except an insurance policy, or
otherwise, is valid only to the extent the provision is not
inconsistent with sections 7-109-101 to 7-109-108. If the article of
incorporation limit indemnification or advance of expenses,
indemnification and advance of expenses are valid only to the extent
not inconsistent with the articles of incorporation.

(2) Sections 7-109-101 to 7-109-108 do not limit a corporation's
power to pay or reimburse expenses incurred by a director in
connection with an appearance as a witness in a proceeding at a time
when he or she has not been made a named defendant or respondent in
the proceeding.

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<PAGE>

7-109-110. NOTICE TO SHAREHOLDER OF INDEMNIFICATION OF DIRECTOR. If
a corporation indemnifies or advances expenses to a director under
this article in connection with a proceeding by or in the right of the
corporation, the corporation shall give written notice of the
indemnification or advance to the shareholders with or before the
notice of the next shareholders' meeting. If the next shareholder
action is taken without a meeting at the instigation of the board of
directors, such notice shall be given to the shareholders at or before
the time the first shareholder signs a writing consenting to such
action.

* * *

Article XIII of the Amended and Restated Articles of Incorporation of the
Company provides, in pertinent part:

Section 1. A director of this Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, except to the extent
that such exemption from liability or limitation thereof is
not permitted under the Colorado Corporation Code as the
same exists or may hereafter be amended.

Section 2. Any repeal or modification of the foregoing Section 1 by the
stockholders of the Corporation shall not adversely affect
any right or protection of a director of the Corporation
existing at the time of such repeal or modification.

Article XII of the Amended and Restated Articles of Incorporation of the
Company provides, in pertinent part:

Section 2. INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS.

(a) All officers and directors of the Corporation shall be
entitled to indemnification to the maximum extent permitted
by law or by public policy.

(b) Any mandate for indemnification, whether by statute or
order of Court, is to be expressly subject to the
Corporation's reasonable capability of paying.

(c) No person will be entitled to be reimbursed for
expenses incurred in connection with a Court proceeding to
obtain Court ordered indemnification unless such person
first made reasonable application to the Corporation and
the Corporation either unreasonably denied such application
or through no fault of the applicant was unable to consider
such application within a reasonable time.

(d) A director who is or was made a party to a proceeding
because he is or was an officer, employee, or agent of the
Corporation is entitled to the same rights as if he were or
had been made a party because he was a director.

(e) To the maximum extent permitted by law or by public
policy, directors of this Corporation are to have no
personal liability for monetary damages for breach of
fiduciary duty as a director.

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<PAGE>

Item 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The estimated expenses of the offering are to be borne by the Company, are
as follows:

SEC Filing Fee $ 3,116
NASD Fee 1,403
Printing Expenses 40,000
Accounting Fees and Expenses 25,000
Legal Fees and Expenses 40,000
Blue Sky Fees and Expenses 20,000
Registrar and Transfer Agent Fee 5,000
Underwriter's Non-Accountable Expense 105,000
Allowance
Miscellaneous 10,481
--------
Total $250,000
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Item 26. RECENT SALES OF UNREGISTERED SECURITIES.

1. In January, 1994, the Company sold a total of 16,285 shares of Common
Stock to 45 accredited investors for an aggregate consideration of $274,509.
The shares were acquired for investment purposes and were subject to appropriate
transfer restrictions. These shares were not registered under the Act in
reliance upon Section 3(b) thereof and Regulation D, Rule 506 thereunder.

2. In March, 1994, the Company issued 80,000 shares of Common Stock to
eight accredited investors in consideration of $145,000. These shares were
acquired for investment purposes and were subject to appropriate transfer
restrictions. These shares were not registered under the Act in reliance upon
Section 4(2) thereof.

3. In order to finance the acquisition of Impostors, the Company also
undertook a private placement of its securities in March 1994 consisting of
Units comprised of one (1) share of Common Stock and one (1) Class C Common
Stock Purchase Warrant. In connection with the private placement, the Company
sold an aggregate of 185,511 Units at a private offering price of $5.00 per Unit
for a total consideration of $894,281. These shares were acquired by 18
accredited investors for investment purposes and were subject to appropriate
transfer restrictions. These shares were not registered under the Act in
reliance upon Section 3(b) thereof and Regulation D, Rule 506 thereunder.

4. In March 1994, the Company issued 27,500 shares of Common Stock to the
unsecured creditors of American Fashion Jewels, Inc. pursuant to the confirmed
Plan of Reorganization in the bankruptcy proceedings. The shares were not
registered under the Act in reliance upon Section 1145 of the United States
Bankruptcy Code and Section 3(10) of the Act.

5. In March 1994, the Company issued 20,000 shares of Common Stock to two
accredited investors in exchange for 100% of the issued and outstanding shares
of Mirage Concepts, Inc., an Arizona corporation which owned three (3)
additional reproduction jewelry stores. The shares were acquired for investment
purposes and are subject to appropriate transfer restrictions. These shares
were not registered under the Act in reliance upon Section 4(2) thereof.

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<PAGE>

6. In 1994, the Company issued an aggregate of 2,750 shares of Common
Stock to 11 investors in settlement of a dispute involved in pending litigation.
The shares were acquired for investment purposes and were subject to appropriate
transfer restrictions. The shares were not registered under the Act in reliance
upon Section 4(2) thereof.

7. In December 1994, the Company issued to six employees as a bonus an
aggregate of 660 shares of Common Stock valued at $5.00 per share. The shares
were acquired for investment purposes and were subject to appropriate transfer
restrictions. The shares were not registered under the Act in reliance upon
Section 4(2) thereof.

8. In October 1995, the Company issued an additional 46,792 shares of
Common Stock to 11 investors in settlement of a dispute involved in pending
litigation. The shares were acquired for investment purposes and were subject
to appropriate transfer restrictions. The shares were not registered under the
Act in reliance upon Section 4(2) thereof.

9. In December 1995, the Company sold an aggregate of 234,000 shares of
Common Stock for gross proceeds of $292,500, or $1.25 per share. The shares
were acquired by eight accredited investors for investment purposes and were
subject to appropriate transfer restrictions. The shares were not registered
under the Act in reliance upon Section 3(b) thereof and Regulation D, Rule 506
thereunder.

10. In 1995, the Company issued 7,000 shares of Common Stock in settlement
of claims valued at $35,000. These shares were acquired by two accredited
investors for investment purposes and were subject to appropriate transfer
restrictions. The shares were not registered under the Act in reliance upon
Section 4(2) thereof.

11. In January 1996, the Company issued 22,000 shares of Common Stock in
consideration of services to the Company valued at $27,500. These shares were
acquired by one accredited investor for investment purposes and were subject to
appropriate transfer restrictions. The shares were not registered under the Act
in reliance upon Section 4(2) thereof.

12. In January 1996, the Company issued 5,000 shares of Common Stock in
consideration of services to the Company valued at $17,500. These shares were
acquired by two accredited investors for investment purposes and were subject to
appropriate transfer restrictions. The shares were not registered under the Act
in reliance upon Section 4(2) thereof.

13. In June 1996, the Company issued 416,670 (pre-split) shares of
Convertible Preferred Stock and 208,335 (pre-split) Class B Common Stock
Warrants in consideration of $250,000. These securities were acquired by
three accredited investors for investment purposes and were subject to
appropriate transfer restrictions. The securities were not registered under
the Act in reliance upon Section 4(2) thereof.

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<PAGE>

Item 27. EXHIBITS.

a. The following Exhibits are filed as part of this Registration
Statement pursuant to Item 601 of Regulation S-B:

Exhibit No. Title

Exhibit 1.1 Underwriting Agreement

Exhibit 1.2 Letter of Intent with Cohig & Associates, Inc.

* Exhibit 3.1 Articles of Incorporation

* Exhibit 3.2 Certificate and Articles of Amendment

* Exhibit 3.3 By-Laws

* Exhibit 4.1 Specimen Certificate of Common Stock

Exhibit 4.2 Specimen Class A Warrant Certificate

Exhibit 4.3 Designations of Series A Convertible Preferred Stock

Exhibit 4.4 1992 Stock Incentive Plan

Exhibit 4.5 1995 Employee Stock Purchase Plan

Exhibit 4.6 Representative's Share Option Agreement

Exhibit 4.7 Representative's Warrant Option Agreement

Exhibit 5.0 Opinion of Neuman & Cobb

* Exhibit 10.1 Copy of signed Stock Transfer Agent Agreement

Exhibit 10.2 Warrant Agreement

** Exhibit 10.3 Amendment No. 1 to Definitive Agreement and Plan of
Reorganization, dated March 16, 1993

** Exhibit 10.4 Amended Plan of Reorganization dated January 24, 1994

** Exhibit 10.5 Order Confirming Amended Plan of Reorganization dated
February 24, 1994

** Exhibit 10.6 Commitment Letter dated January 4, 1994

** Exhibit 10.7 Amendment to Commitment Letter dated January 21, 1994

** Exhibit 10.8 Conveyance and Bill of Sale dated March 3, 1994

** Exhibit 10.9 Assumption Agreement dated March 3, 1994

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<PAGE>

Exhibit 10.10 Employment Agreement with Sissel Greenberg

Exhibit 10.11 Consulting Agreement with Cohig & Associates, Inc.

*** Exhibit 16 Letter of Schumacher & Bruce, Inc. on change in certifying
accountant

Exhibit 24.1 Consent of Neuman & Cobb

Exhibit 24.2 Consent of Hein + Associates, LLP
- ---------------------

* Incorporated by reference from the Company's Registration Statement on Form
S-1; SEC File No. 33-42701.

** Incorporated by reference from the Company's Current Report on Form 8-K
dated March 3, 1994

*** Incorporated by reference from the Company's Current Report on Form 8-K
dated February 16, 1995

Item 28. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement;

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.

2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

3. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

4. To provide, upon effectiveness, certificates in such denominations and
registered in such names as are required to permit prompt delivery to each
purchaser.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Aurora, State of Colorado on the 24th day of
July, 1996.

PREMIER CONCEPTS, INC.

By: /s/ Sissel Greenberg
--------------------
Sissel Greenberg, President

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities with Premier Concepts, Inc. and on the dates indicated.

Signature Position Date
- --------- -------- ----

/s/ Sissel Greenberg Chief Executive Officer 7/24/96
- --------------------
Sissel Greenberg Director ---------

/s/ Gerald Jacobs Director 7/24/96
- --------------------
Gerald Jacobs ---------

/s/ Pete Bloomquist Director 7/24/96
- --------------------
Pete Bloomquist ---------

/s/ Charles M. Powell Director 7/24/96
- --------------------
Charles M. Powell ---------

/s/ William Nandor Director 7/24/96
- --------------------
William Nandor ---------

/s/ Todd Huss Chief Financial Officer 7/24/96
- --------------------
Todd Huss Principal Accounting Officer ---------

<PAGE>

UNDERWRITING AGREEMENT

_______________, 1996

Cohig & Associates, Inc.
As Representative of the Several
Underwriters Named in Schedule I Hereto
6300 South Syracuse Way, Suite 430
Englewood, Colorado 80111

Gentlemen:

Premier Concepts, Inc., a Colorado corporation (the "Company"), hereby
confirms its agreement with you (the "Representative") and with the other
Underwriters, including the Representative, named in Schedule I hereto
(hereinafter "the Underwriters") as follows:

SECTION 1
DESCRIPTION OF SECURITIES

The Company proposes to issue and sell to the Underwriters shares (the
"Shares") of Common Stock, $.002 par value per share, and Redeemable Common
Stock Purchase Warrants (the "Warrants") (the Shares and the Warrants shall
collectively be referred to as the "Securities"). The Underwriters propose
to purchase 1,000,000 Shares ("Firm Shares") and 1,000,000 Warrants
(collectively, the "Firm Securities") at a purchase price of $_______ PER
SHARE and $______ PER WARRANT. The Shares and the Warrants may be purchased
by the Underwriters only together on the basis of one Share and one Warrant.
The Underwriters shall also have options (the "Over-allotment Options") to
purchase up to an additional 150,000 Shares ("Over-allotment Shares") and/or
150,000 Warrants ("Over-allotment Warrants") (collectively, the
"Over-allotment Securities"), as provided in Section 3.1 hereof.

Each Warrant shall entitle the holder to purchase one share of Common
Stock at $______ PER SHARE UNTIL __________ __, 1999. The Company may redeem
the Warrants on forty-five (45) days' written notice at a price of $.05 per
Warrant at such time as the market price of the Common Stock exceeds $
_______ PER SHARE for 20 of the 30 trading days ending within 30 days
preceding the date of the notice of redemption. To redeem the Warrants, the
Company must have in effect a current registration statement registering the
Common Stock issuable upon exercise of the Warrants. The shares of Common
Stock underlying the Warrants are referred to herein as the "Warrant Shares."

The Company proposes to issue and sell to the Representative and its
designees on the Closing Date (hereinafter defined) for an aggregate purchase
price of $100, options ("Share Options") to purchase 150,000 shares of Common
Stock and options ("Warrant Options") to purchase 150,000 Warrants. Each
Share Option shall be exercisable at $______ PER SHARE; and each Warrant
Option is exercisable at $______ PER WARRANT. The Share Options and the
Warrant Options are collectively referred to as the "Representative's
Options." The terms of the

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warrants receivable upon exercise of the Warrant Options (the
"Representative's Warrants"), including the exercise price, shall be
identical to the terms of the Warrants.

SECTION 2
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

In order to induce the Underwriters to enter into this Agreement, the
Company hereby represents and warrants to and agrees with each Underwriter
that:

2.1 REGISTRATION STATEMENT AND PROSPECTUS. A registration statement on
Form SB-2 (FILE NO. 33-_____________) has been prepared by the Company in
conformity with the requirements of the Securities Act of 1933, as amended
(the "Securities Act"), and the rules and regulations of the Securities and
Exchange Commission (the "Commission") thereunder, and said registration
statement has been filed with the Commission. Copies of such registration
statement and any amendments, and all forms of the related prospectuses
contained therein, have been delivered to the Representative. Such
registration statement, including the prospectus, Part II, and documents
incorporated by reference therein and financial schedules and exhibits
thereto, as amended at the time when it shall become effective, is herein
referred to as the "Registration Statement," and the prospectus included as
part of the Registration Statement on file with the Commission when it shall
become effective or, if the procedure in Rule 430A of the Rules and
Regulations (as defined below) under the Securities Act is followed, the
prospectus that discloses all the information that was omitted from the
prospectus on the effective date pursuant to such Rule, and in either case,
together with any changes contained in any prospectus filed with the
Commission by the Company with your consent after the effective date of the
Registration Statement, is herein referred to as the "Final Prospectus." If
the procedure in Rule 430A is followed, the prospectus included as part of
the Registration Statement on the date when the Registration Statement became
effective is referred to herein as the "Effective Prospectus." Any
prospectus included in the Registration Statement and in any amendments
thereto prior to the effective date of the Registration Statement is referred
to herein as a "Preliminary Prospectus." For purposes of this Agreement,
"Rules and Regulations" mean the rules and regulations adopted by the
Commission under the Securities Act.

Included in the Registration Statement are the Firm Securities and the
Over-allotment Securities; 575,000 shares of Common Stock reserved against
exercise of the Firm Warrants and the Over-allotment Warrants; 150,000 shares
of Common Stock and 100,000 Warrants reserved against exercise of the
Representative's Options; ________ shares of Common Stock to be issued upon
conversion of 83,335 shares of Preferred Stock; and 83,335 Warrants reoffered
by certain Selling Shareholders.

As used in this Agreement, the term "Effective Date" refers to the date
the Commission declares the Registration Statement effective pursuant to
Section 8 of the Securities Act.

2.2 ACCURACY OF REGISTRATION STATEMENT AND PROSPECTUS. The Commission
has not

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issued any order preventing or suspending the use of any Preliminary
Prospectus with respect to the Securities, and each Preliminary Prospectus
has conformed in all material respects with the requirements of the
Securities Act and the applicable Rules and Regulations and to the best of
the Company's knowledge has not included at the time of filing any untrue
statement of a material fact or omitted to state a material fact required to
be stated therein or necessary to make the statements therein not misleading;
except that the foregoing shall not apply to statements in or omissions from
any Preliminary Prospectus in reliance upon, and in conformity with, written
information furnished to the Company by the Representative, or from any
Underwriter through the Representative, specifically for use in the
preparation thereof.

When the Registration Statement becomes effective and on the Closing Date
(hereinafter defined), the Registration Statement, the Effective Prospectus
(and on the Closing Date, the Final Prospectus) will contain all statements
which are required to be stated therein in accordance with the Securities Act
and the Rules and Regulations. No such document will contain any untrue
statement of a material fact or omit to state any material fact required to
be stated therein or necessary to make the statements therein not misleading;
except that the foregoing does not apply to information contained in or
omitted from the Registration Statement or the Effective Prospectus or Final
Prospectus in reliance upon written information furnished by the
Representative, or by any Underwriter through the Representative,
specifically for use in the preparation thereof. The Company will not at
any time hereafter file any amendments to the Registration Statement or in
accordance with Rule 424(b) of the Rules and Regulations of which the
Representative shall not have been previously advised in advance of filing or
to which the Representative shall reasonably object in writing.

2.3 FINANCIAL STATEMENTS. Hein + Associates, L.L.C., whose reports
appear in the Effective Prospectus and the Final Prospectus, are, and during
the periods covered by their reports were, independent accountants as
required by the Securities Act and the applicable Rules and Regulations. The
financial statements and schedules (including the related notes) included in
the Registration Statement, any Preliminary Prospectus or the Effective
Prospectus or the Final Prospectus, present fairly the financial position,
the results of operations, and changes in financial position of the entities
purported to be shown thereby at the dates and for the periods indicated; and
such financial statements have been prepared in accordance with generally
accepted accounting principles consistently applied throughout the periods
indicated.

The financial information and related notes and schedules included in the
Registration Statement, any Preliminary Prospectus or the Final Prospectus
comply in all material respects with the requirements of the Securities Act
and the Rules and Regulations and present fairly the financial position of
the Company and its subsidiaries as of the dates indicated, and the results
of operation for the periods therein specified. Such financial information,
including the related notes and schedules, have been prepared on a basis
consistent with the historical financial statements included in the
Registration Statement, the Preliminary Prospectus and the Final Prospectus,
except for the adjustments specified herein, and give effect to assumptions
made on a reasonable basis to give effect to historical and proposed
transactions described in the Registration Statement, any Preliminary
Prospectus and the Final Prospectus. The financial information and
statistical data, and other data, set forth in the Final Prospectus under the

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captions "Prospectus Summary--Financial and Operating Data," "Selected
Financial Data," "Dilution" and "Capitalization" are derived from and
prepared on a basis consistent with such financial information.

2.4 NO MATERIAL ADVERSE CHANGE. Except as may be reflected in or
contemplated by the Effective Prospectus or the Final Prospectus, subsequent
to the dates as of which information is given in the Effective Prospectus or
the Final Prospectus, and prior to the Closing Date, (a) there shall not have
been any material adverse change in the condition, financial or otherwise, of
the Company or in its business taken as a whole; (b) there shall not have
been any material transaction entered into by the Company other than
transactions in the ordinary course of business; (c) the Company shall not
have incurred any material liabilities, obligations or claims, contingent or
otherwise, which are not disclosed in the Effective Prospectus or the Final
Prospectus; (d) except in the ordinary course of business and with the
consent of the Representative, there shall not have been nor will there be
any change in the capital stock or long-term debt (except current payments)
of the Company; and (e) the Company has not and will not have paid or
declared any dividends or other distributions on its capital stock.

2.5 NO DEFAULTS. Other than as disclosed in the Effective Prospectus or
the Final Prospectus, the Company is not in any default (which has not been
waived) in the performance of any obligation, agreement or condition
contained in any debenture, note or other evidence of indebtedness or any
indenture or loan agreement. The execution and delivery of this Agreement
and the consummation of the transactions herein contemplated, and compliance
with the terms of this Agreement will not conflict with or result in a breach
of any of the terms, conditions or provisions of, or constitute a default
under, the articles of incorporation, as amended, or by-laws of the Company;
any note, indenture, mortgage, deed of trust, or other material agreement or
instrument to which the Company is a party or by which it or any of its
property is bound, other than for which the Company has received a consent or
waiver of such conduct, breach or default or except where such default would
not have a material adverse effect on the business of the Company; or any
existing law, order, rule, regulation, writ, injunction, or decree of any
government, governmental instrumentality, agency or body, arbitration
tribunal or court, domestic or foreign, having jurisdiction over the Company
or its property. The consent, approval, authorization, or order of any court
or governmental instrumentality, agency or body is not required for the
consummation of the transactions herein contemplated except such as may be
required under the Securities Act or under the securities laws of any state
or jurisdiction.

2.6 INCORPORATION AND STANDING. Each of the Company and its
Subsidiaries (as defined in Section 12.7 hereof) is, and at the Closing Date
(hereinafter defined) and the Over-allotment Closing Date (hereinafter
defined) will be, duly incorporated and validly existing in good standing as
a corporation under the laws of the jurisdiction of its organization, with
full power and authority (corporate and other) to own its property and
conduct its business, present and proposed, as described in the Effective
Prospectus and the Final Prospectus; the Company has full power and authority
to enter into this Agreement; is duly qualified and in good standing as a
foreign corporation in each jurisdiction in which the character or location
of its properties

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(owned or leased) or the nature of its business makes such qualification
necessary except where the failure to be so qualified would not have a
material adverse effect on the Company; and each of the Company and its
Subsidiaries holds all material licenses, certificates, and permits from
governmental authorities necessary for the conduct of its business as
described in the Effective Prospectus and Final Prospectus.

2.7 CAPITALIZATION. The Company's authorized and outstanding
capitalization on the Effective Date and on the Closing Date (hereinafter
defined), and on the Over-allotment Closing Date (hereinafter defined) are
and will be as set forth under the caption "Capitalization" in the Effective
Prospectus and the Final Prospectus. The Common Stock, the Warrants, and the
Representative's Options conform to the description thereof contained under
the captions "Description of Securities" and "Underwriting" in the Effective
Prospectus and the Final Prospectus. The outstanding shares of Common Stock
have been, and the Securities, upon issuance and delivery against payment
therefor in the manner described herein, will be, duly authorized and validly
issued, fully paid and nonassessable. No sales of securities have been made
by the Company in violation of the registration or anti-fraud provisions of
the Securities Act or in violation of any other federal law or laws of any
state or jurisdiction.

2.8 LEGALITY OF SECURITIES. The Shares, the Warrants, the
Representative's Options, and the Common Stock and Representative's Warrants
issuable upon the exercise of the Representative's Options have been duly and
validly authorized and, when issued and delivered against payment therefor as
provided in this Agreement, will be validly issued, fully paid and
nonassessable. There are no preemptive rights or other rights to subscribe
for or to purchase, or any restriction upon the voting or transfer of, any
shares of Common Stock pursuant to the Company's articles of incorporation,
by-laws or other governing documents or any agreement or other instrument to
which the Company or any of its Subsidiaries is a party or by which any of
them may be bound. Neither the filing of the Registration Statement nor the
offering or sale of the Securities as contemplated by this Agreement gives
rise to any rights, other than those which have been waived or satisfied, for
or relating to the registration of any shares of Common Stock. All of the
outstanding shares of capital stock of each Subsidiary of the Company are
owned directly or indirectly by the Company, free and clear of any claim,
lien, encumbrance or security interest. The Warrants and the
Representative's Options, when sold and delivered, will constitute valid and
binding obligations of the Company enforceable in accordance with the terms
thereof. A sufficient number of shares of Common Stock of the Company has
been reserved for issuance upon exercise of the Warrants, the
Representative's Options and the Representative's Warrants.

2.9 PRIOR SALES. No unregistered securities of the Company, of an
affiliate or of a predecessor of the Company have been sold within three
years prior to the date hereof, except as disclosed in the Registration
Statement.

2.10 LITIGATION. Except as set forth in the Effective Prospectus and the
Final Prospectus, there is, and at the Closing Date there will be, no action,
suit or proceeding before any court, arbitration tribunal or governmental
agency pending, or to the knowledge of the Company, threatened, which might
result in judgments against the Company not adequately

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covered by insurance or which collectively might result in any material
adverse change in the condition (financial or otherwise), the business or the
prospects of the Company, or which would materially affect the properties or
assets of the Company.

2.11 REPRESENTATIVE'S OPTIONS. Upon delivery of and payment for the
Representative's Options to be sold by the Company as set forth in Section
3.4 of this Agreement, the Representative and designees of the Representative
will receive good and marketable title thereto, free and clear of all liens,
encumbrances, charges and claims whatsoever; and the Company will have on the
Effective Date and at the time of delivery of such Representative's Options
the requisite power and authority to sell, transfer and deliver such
Representative's Options in the manner provided hereunder.

2.12 FINDER. The Company knows of no outstanding claims against it for
compensation for services in the nature of a finder's fee, origination fee or
financial consulting fee with respect to the offer and sale of the Securities
hereunder except as previously disclosed in writing to the Representative.

2.13 EXHIBITS; CONTRACTS; AGREEMENTS. There are no contracts or other
documents which are required to be filed as exhibits to the Registration
Statement by the Securities Act or by the Rules and Regulations which have
not been so filed and each contract to which the Company is a party and to
which reference is made in the Effective Prospectus and the Final Prospectus
has been duly and validly executed by the Company and, to the best of the
Company's knowledge, is in full force and effect in all material respects in
accordance with its terms, and none of such contracts have been assigned by
the Company; and the Company knows of no present situation or condition or
fact which would prevent compliance with the terms of such contracts, as
amended to date. Except for amendments or modifications of such contracts in
the ordinary course of business, the Company has no intention of exercising
any right which it may have to cancel any of its obligations under any of
such contracts, and has no knowledge that any other party to any of such
contracts has any intention not to render full performance under such
contracts. All material terms of each contract, agreement, plan, arrangement
or understanding to which the Company is a party, or to which it may
reasonably be expected to become a party, have been fully disclosed in the
Effective Prospectus and Final Prospectus.

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2.14 TAX RETURNS. The Company has filed all federal and state tax
returns which are required to be filed by it and has paid all taxes shown on
such returns and on all assessments received by it to the extent such taxes
have become due. All taxes with respect to which the Company is obligated
have been paid or adequate accruals have been set up to cover any such unpaid
taxes.

2.15 PROPERTY. Except as otherwise set forth in or contemplated by the
Effective Prospectus and the Final Prospectus, the Company and its
Subsidiaries have good and marketable title in fee simple to all real
property and good and marketable title to all personal property owned by
them, in each case free and clear of all liens, encumbrances and defects,
except such as are described in the Effective Prospectus and the Final
Prospectus or such as do not materially effect the value of such property and
do not interfere with the use made or proposed to be made of such property by
the Company or such Subsidiaries; and any real property and buildings held
under lease by the Company and its Subsidiaries are held by them under valid,
existing, and enforceable leases with such exceptions as are not material and
do not interfere with the use made or proposed to be made of such property
and buildings by the Company and such Subsidiaries.

2.16 AUTHORITY. The execution and delivery by the Company of this
Agreement has been duly authorized by all necessary corporate action and this
Agreement is the valid, binding and legally enforceable obligation of the
Company, except as rights to indemnity hereunder may be limited by federal or
state securities laws or public policy and except as enforceability may be
limited by bankruptcy, insolvency, or similar laws affecting creditors rights
generally and by general equitable principles.

2.17 LOCK-UP. The Company has obtained from each of its officers,
directors, and certain 1% or greater shareholders, his written agreement that
for a period of one year from the Effective Date he will not, without the
prior written consent of the Representative, sell or otherwise dispose of any
shares of Common Stock of the Company owned directly or indirectly or
beneficially by him.

2.18 USE OF FORM SB-2. The Company is eligible to use Form SB-2 for the
offer and sale of the Securities.

2.19 GOVERNMENTAL COMPLIANCE. Neither the Company nor any Subsidiary is
in violation of any law, ordinance, governmental rule or regulation or court
decree to which it may be subject which violation might reasonably be
expected to have a material adverse effect on the condition (financial or
other), properties, prospective results of operations or net worth of the
Company and its Subsidiaries.

2.20 STABILIZATION. The Company has not taken and may not take, directly
or indirectly, any action designed to cause or result in, or which has
constituted or which might reasonably be expected to constitute, the
stabilization or manipulation of the price of the shares of Common Stock to
facilitate the sale or resale of the Shares or the Warrants.

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2.21 CUSIP NUMBER. The Company has obtained CUSIP numbers for the Common
Stock and the Warrants.

2.22 SUBSIDIARIES. The Company has no Subsidiaries and it has no present
intention of acquiring or forming any subsidiaries, except as disclosed in
the Effective Prospectus or the Final Prospectus.

2.23 BOOKS AND ACCOUNTS. The books, records and accounts of the Company
and each of its subsidiaries accurately and fairly reflect, in reasonable
detail, the transactions in and dispositions of the assets of the Company and
each of its subsidiaries. The systems of internal accounting controls
maintained by the Company and each of its subsidiaries are sufficient to
provide reasonable assurances that (w) transactions are executed in
accordance with management's general or specific authorization; (x)
transactions are recorded as necessary (A) to permit preparation of financial
statements in conformity with generally accepted accounting principles and
(B) to maintain accountability for assets; and (z) the recorded
accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences.

2.24 EMPLOYEES. No labor disturbance by the employees of the Company or
any of its subsidiaries exists or is imminent; and the Company is not aware
of any existing or imminent labor disturbance by the employees of any
principal suppliers, contract manufacturing organizations, manufacturers,
authorized dealers or distributors that might be expected to result in any
material adverse change in the condition (financial or otherwise), earnings,
operations, business or prospects of the Company and its subsidiaries,
considered as a whole. No collective-bargaining agreement exists with any of
the Company's or any of the Company's subsidiaries' employees and, to the
best knowledge of the Company, no such agreement is imminent.

2.25 POLITICAL CONTRIBUTIONS. Neither the Company nor any of its
subsidiaries has, directly or indirectly, at any time (x) made any
contributions to any candidate for political office, or failed to disclose
fully any such contribution, in violation of law; (y) made any payment to any
state, federal or foreign governmental officer or official, or other person
charged with similar public or quasi-public duties, other than payments
required or allowed by all applicable laws; or (z) violated nor is it in
violation of any provision of the Foreign Corrupt Practices Act of 1977, as
amended.

2.26 ENVIRONMENTAL LIABILITIES. Neither the Company nor any of its
subsidiaries has any liability, known or unknown, matured or not matured,
absolute or contingent, assessed or unassessed, imposed or based upon any
provision of, or has received notice of any potential liability under, any
foreign, federal, state or local law, rule or regulation or the common law,
or any tort, nuisance or absolute liability theory, or under any code, order,
decree, judgment or injunction applicable to the Company or any of its
subsidiaries relating to public health or safety, worker health or safety or
pollution, damage to or protection of the environment, including, without
limitation, laws relating to damage to natural resources, emissions,

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discharges, releases or threatened releases of hazardous materials into the
environment (including, without limitation, ambient air, surface water,
ground water, land surface or subsurface strata), or otherwise relating to
the manufacture, processing, use treatment, storage, generation, disposal,
transport or handling of hazardous materials. As used herein, "hazardous
material" includes chemical substances, wastes, pollutants, contaminants,
hazardous or toxic substances, constituents, materials or wastes, whether
solid, gaseous or liquid in nature.

2.27 INVESTMENT COMPANY ACT. The Company is familiar with the Investment
Company Act of 1940, as amended (the "1940 Act"), and the rules and
regulations thereunder, and has in the past conducted, and intends in the
future to conduct, its affairs in such a manner as to ensure that it will not
become an "investment company" within the meaning of the 1940 Act and such
rules and regulations.

2.28 PATENTS. Each of the Company and each of its Subsidiaries owns
or possesses adequate rights to use all material patents, patent rights,
inventions, trade secrets, know-how, trademarks, service marks, trade names
and copyrights described or referred to in the Final Prospectus as owned by
or used by any of them, or which are necessary for the conduct of their
business as described in the Final Prospectus; and neither the Company nor
any of its Subsidiaries has received any notice of infringement of or
conflict with asserted rights of others with respect to any patents, patent
rights, inventions, trade secrets, know-how, trademarks, service marks,
tradenames or copyrights which, singly or in the aggregate, if the subject of
an unfavorable decision, ruling or finding, might have a material adverse
effect on the business, properties, condition (financial or otherwise),
prospects or results of operations of the Company and its Subsidiaries, taken
as a whole.

SECTION 3
PURCHASE AND SALE OF THE SECURITIES

3.1 PURCHASE OF SECURITIES AND OVER-ALLOTMENT OPTION. Subject to the
terms and conditions and upon the basis of the representations and warranties
herein set forth, the Company agrees to issue and sell to the Underwriters,
and each of the Underwriters agrees to purchase from the Company at a price
of $_____ PER SHARE AND $______ PER WARRANT, severally and not jointly, the
number of Shares and Warrants set forth opposite their respective names in
Schedule I hereto. The Underwriters agree to offer the Shares and Warrants
to the public as set forth in the Final Prospectus.

The Company hereby grants to the Underwriters an option to purchase from
the Company, solely for the purpose of covering over-allotments in the sale
of Firm Securities, all or any portion of the Over-allotment Shares and/or
the Over-allotment Warrants for a period of forty-five (45) days after the
Effective Date at the purchase price set forth above. The Representative
shall notify the Company of its intention to exercise the Over-allotment
Option at least three (3) days prior to such exercise or exercises.

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3.2 SUBSTITUTION OF UNDERWRITERS. If any Underwriter defaults in its
obligation to purchase the number of Securities which it has agreed to
purchase under this Agreement, the non-defaulting Underwriters shall be
obligated to purchase (pro rata in proportion to the number of Securities set
forth opposite the name of each non-defaulting Underwriter in Schedule I
hereto) the total number of Securities which the defaulting Underwriter
agreed but failed to purchase; except that the non-defaulting Underwriters
shall not be obligated to purchase any of the Securities if the total number
of Securities which the defaulting Underwriter or Underwriters agreed but
failed to purchase exceeds 9.09% of the total number of Securities, and any
non-defaulting Underwriter shall not be obligated to purchase more than 110%
of the number of Securities set forth opposite its name in Schedule I hereto
purchasable by it pursuant to the terms of Section 3.1; and provided further
that the non-defaulting Underwriters shall not be obligated to purchase any
Securities which the defaulting Underwriter or Underwriters agreed to
purchase if such additional purchase would cause the Underwriter to be in
violation of the net capital rule of the Commission or other applicable law.
If the foregoing maximums are exceeded, the non-defaulting Underwriters, and
any other underwriters satisfactory to the Representative who so agree, shall
have the right, but will not be obligated, to purchase (in such proportions
as may be agreed upon among them) all the Securities. In any such case, the
Representative shall have the right to postpone the Closing determined as
provided in Section 3.3.2 hereof for not more than seven Business Days after
the date originally fixed as the Closing pursuant to said Section 3.3.2 in
order that any necessary changes in the Registration Statement, the
Prospectus or any other documents or arrangements may be made. If the
non-defaulting Underwriters or the other underwriters satisfactory to the
Representative do not elect to purchase the Securities which the defaulting
Underwriter or Underwriters agreed but failed to purchase, this Agreement
shall terminate without liability on the part of any non-defaulting
Underwriter or the Company except for the payment of expenses to be borne by
the Company and the Underwriters as provided in Section 3.5 and the indemnity
and contribution agreements of the Company and the Underwriters contained in
Section 6 hereof.

Nothing contained herein shall relieve a defaulting Underwriter of any
liability it may have to the Company or to the non-defaulting Underwriters
for damages caused by its default hereunder.

3.3 PUBLIC OFFERING PRICE. After the Commission notifies the Company
that the Registration Statement has become effective, the Underwriters
propose to offer the Firm Securities to the public at an initial public
offering price of $_______ PER SHARE AND $______ PER WARRANT as set forth in
the Final Prospectus. The Underwriters may allow such discounts and
concessions upon sales to selected dealers as may be determined from time to
time by the Representative.

3.3.1 PAYMENT FOR SECURITIES. Payment for the Securities
(including any Securities included in the Over-allotment Option which
the Underwriters agree to purchase) shall be made to the Company or its
order by certified or official bank check or checks, in the amount of
the purchase price by or on behalf of the Underwriters at the offices of
the Representative in Englewood, Colorado, upon delivery to the

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Representative or its designee of certificates for the Shares and
Warrants in definitive form in such numbers and registered in such names
as the Representative requests in writing at least three full business
days prior to such delivery. At the request of the Representative, the
Company shall deliver the Securities to the Underwriters through the
facilities of The Depository Trust Company or as otherwise directed.

3.3.2 CLOSING. The time and date of delivery and payment
hereunder is herein called the "Closing Date" and shall take place at
the office of the Representative in Englewood, Colorado, or at such
other location as may be specified by the Representative, on the fourth
Business Day (as hereinafter defined) following the Effective Date;
provided, however, that such date may be extended for not more than an
additional seven business days by the Representative. Should the
Underwriters elect to exercise any part of the Over-allotment Option
pursuant to Section 3.1 above, the time and date of delivery and payment
for such Over-allotment Shares and/or Over-allotment Warrants shall be
the third Business Day following such exercise of the Over-allotment
Option, or each earlier date as may be agreed upon by the Representative
and the Company. Said date is referred to as the "Over-allotment
Closing Date."

3.3.3 INSPECTION OF CERTIFICATES. For the purpose of
expediting the checking and packaging of the certificates for the
Securities, if requested by the Representative, the Company agrees to
make the certificates available for inspection by the Representative at
the main office of the Representative in Englewood, Colorado, at least
two full business days prior to the proposed delivery date.

3.4 SALE OF REPRESENTATIVE'S OPTIONS. On the Closing Date the Company
will sell and deliver to the Representative and its designees, for a purchase
price of $100, Share Options and Warrant Options dated as of the date of the
Prospectus substantially in the form filed as an Exhibit to the Registration
Statement with such changes therein, if any, as may be agreed upon by the
Company and the Representative, to purchase 100,000 SHARES AT $______ PER
SHARE AND 100,000 Underwriters' WARRANTS AT $______ PER WARRANT. The Company
shall not be obligated to sell and deliver the Representative's Options, and
the Representative will not be obligated to purchase and pay for the
Representative's Options, except upon payment for the Securities pursuant to
Subsection 3.3.1 hereof.

The Representative's Options shall be non-transferable for a period of
one (1) year following the Effective Date except to the Underwriters and
their respective officers or partners. The Representative's Options shall
also contain anti-dilution provisions for stock splits, recombinations and
reorganizations, a one-time demand registration provision, customary
piggyback registration rights and shall otherwise be in form and substance
satisfactory to the Representative. The Representative's Options will be
exercisable during the four year period commencing one (1) year after the
Effective Date.

3.5 REPRESENTATIVE'S EXPENSE ALLOWANCE. It is understood that the
Company shall

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reimburse the Representative, for itself alone and not on behalf of the other
Underwriters, for its expenses on a nonaccountable basis in the amount of 3%
($__________) of the gross proceeds from the sale of the Shares and the
Warrants ($_____ PER SHARE AND $______ PER WARRANT) including proceeds from
the sale of the Over-allotment Shares and/or the Over-allotment Warrants
(hereinafter the "Expense Allowance"). The Representative acknowledges
receipt of $30,000 paid pursuant to a corporate consulting agreement, both of
which will be deducted from the Expense Allowance. On the Closing Date and,
if applicable, on the Over-allotment Closing Date, the Representative shall
be entitled to withhold the unpaid balance of such Expense Allowance. The
Representative shall be solely responsible for all expenses incurred by it in
connection with the offering including, but not limited to, the expenses of
its own counsel except as set forth in Section 5.7 hereof. Notwithstanding
the foregoing, if the Registration Statement does not become effective, or
the offering is never commenced after it becomes effective, or if this
Agreement is terminated as provided herein, the Representative will retain so
much of the Expense Allowance which has been or should have been received by
the Representative from the Company as is equal to its actual accountable
out-of-pocket expenses and reimburse the remainder, if any, to the Company,
provided that the amount to be reimbursed will not exceed $30,000. The
Representative's expenses shall include, but are not to be limited to, a fee
to compensate the Representative for the services and time of
Representative's counsel (internal and external), plus any additional
expenses and fees, including but not limited to, travel expenses, postage
expenses, duplication expenses, confirmation and other record preparation
expenses, long-distance telephone expenses, consultant and investigator
expenses and other expenses incurred by the Representative in connection with
the proposed offering.

3.6 REPRESENTATIONS OF THE PARTIES. The parties hereto respectively
represent that as of the Closing Date the representations herein contained
and the statements contained in all the certificates theretofore or
simultaneously delivered by any party to another, pursuant to this Agreement,
shall in all material respects be true and correct.

3.7 POST-CLOSING INFORMATION. The Representative covenants that
reasonably promptly after the Closing Date, it will supply the Company with
all information required from the Representative which must be supplied to
the Commission, if any, and such additional information as the Company may
reasonably request to be supplied to the securities authorities for such
states in which the Securities have been qualified for sale.

3.8 RE-OFFERS BY SELECTED DEALERS. On each sale by the Underwriters of
any of the Securities to selected dealers, the Representative shall require
the selected dealer purchasing any such Securities to agree to re-offer the
same on the terms and conditions of the offering set forth in the Final
Prospectus.

3.9 RIGHT OF FIRST REFUSAL. If the Offering is consummated and subject
to the conditions set forth below, the Company will grant to the
Representative the right to act as

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managing underwriter for any public offering of its securities contemplated
by the Company or any of its Subsidiaries during the three (3) year period
commencing on the Effective Date. The right shall continue in effect during
the entire 3-year period or until the Representative declines to accept the
right of first refusal for a transaction that is ultimately completed on the
general terms presented to the Representative despite the exercise of the
right or the refusal to exercise the right during the period. The
Representative shall have 30 days within which to determine whether to
exercise the right.

In addition, if the Representative determines not to exercise the right
provided in the preceding paragraph, upon the request of the Representative
the Company agrees that the Representative will be designated as a co-manager
of any public offering of its securities and will receive at least 20% of the
management fee for acting in such capacity. If the Representative, in its
sole discretion, determines not to co-manage the proposed transaction or if
the Company is unable to designate the Representative as the co-manager, then
the Company agrees to pay the Representative an amount equivalent to 1% of
the gross proceeds from the sales of the Shares in this Offering.

The rights granted to the Representative hereby are subject to the
following conditions: (a) that the terms of any such underwriting are
competitive with those otherwise available to the Company; (b) that the
Representative shall have presented evidence reasonably satisfactory to the
Company's board of directors of its ability, alone or with a co-manager that
has agreed to participate in that capacity, to consummate the offering; and
(c) that the Representative shall agree to any reasonable request by the
Company to include one co-manager in the Offering.

3.10 FINANCIAL CONSULTING AGREEMENT. Upon the closing of the proposed
offering, the Company shall enter into a Financial Consulting Agreement with
the Representative pursuant to which the Representative shall receive a
consulting fee of $2,500 per month, payable in advance at the time of
closing, for twelve (12) months from the Closing Date, for services which
shall include, but are not limited to, advising the Company in connection
with financial planning, corporate organization and structure, financial
matters in connection with the operation of the business of the Company,
private and public equity and debt refinancing, the Company's relations with
its securities holders, and the preparation and distribution of periodic
reports; and the Representative shall periodically provide to the Company an
analysis of the Company's financial statements.

SECTION 4
REGISTRATION STATEMENT AND PROSPECTUS

4.1 DELIVERY OF REGISTRATION STATEMENTS. The Company shall deliver to
the Representative without charge two (2) manually signed copies of the
Registration Statement, including all financial statements and exhibits filed
therewith and any amendments or supplements thereto, and shall deliver
without charge to the Representative ten (10) conformed copies of the
Registration Statement and any amendment or supplement thereto, including
such financial statements and exhibits. The signed copies of the
Registration Statement so furnished

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to the Representative will include manually signed copies of any and all
consents and certificates of the independent public accountant certifying to
the financial statements included in the Registration Statement and signed
copies of any and all opinions, consents and certificates of any other
persons whose profession gives authority to statements made by them and who
are named in the Registration Statement as having prepared, certified, or
reviewed any part thereof.

4.2 DELIVERY OF PRE-EFFECTIVE PROSPECTUS. The Company will cause to be
delivered to the Underwriters and to other broker-dealers, without charge,
prior to the Effective Date, as many copies of each Preliminary Prospectus
filed with the Commission bearing in red ink the statement required by Item
501(c)(8) of Regulation S-K (Reg. 229.501(c)(8)) as may be required by the
Representative. The Company consents to the use of such documents by the
Underwriters and by selected dealers prior to the Effective Date of the
Registration Statement.

4.3 DELIVERY OF PROSPECTUS. The Company will deliver, without charge,
copies of the Effective Prospectus and the Final Prospectus at such addresses
and in such quantities as may be required by the Underwriters for the
purposes contemplated by this Agreement and shall deliver said printed copies
of the Effective Prospectus and the Final Prospectus to the Underwriters and
to selected dealers within one business day after the Effective Date.

4.4 FURTHER AMENDMENTS AND SUPPLEMENTS. If during such period of time
as in the opinion of the Representative or its counsel the Final Prospectus
is required to be delivered under the Securities Act, any event occurs or any
event known to the Company relating to or affecting the Company shall occur
as a result of which the Final Prospectus as then amended or supplemented
would include an untrue statement of a material fact, or omit to state any
material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, or if it is
necessary at any time after the Effective Date to amend or supplement the
Final Prospectus to comply with the Securities Act, the Company will
forthwith notify the Representative thereof and prepare and file with the
Commission such further amendment to the Registration Statement or supplement
the Final Prospectus (at the expense of the Company) so as to correct such
statement or omission or effect such compliance. The Company shall furnish
and deliver to the Representative and to others whose names and addresses are
designated by the Representative, all at the cost of the Company, a
reasonable number of copies of the amended or supplemented Prospectus which
as so amended or supplemented will not contain any untrue statement of a
material fact or omit to state any material fact necessary in order to make
the Prospectus not misleading in the light of the circumstances as of the
date of such Prospectus, amendment, or supplement, and which will comply in
all respects with the Securities Act. In the event the Underwriters are
required to deliver a Prospectus beyond completion of their participation in
the public offering, upon request the Company will prepare promptly such
Prospectus or Prospectuses as may be necessary to permit continued compliance
with the requirements of Section 10 of the Securities Act.

4.5 USE OF PROSPECTUS. The Company authorizes the Underwriters and all
selected dealers to whom any of the Securities may be sold to use the
Effective Prospectus and the Final

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Prospectus, as from time to time amended or supplemented, in connection with
the offer and sale of the Securities and in accordance with the applicable
provisions of the Securities Act, the Rules and Regulations and state Blue
Sky or securities laws.

SECTION 5
COVENANTS OF THE COMPANY

The Company covenants and agrees with the Underwriters that:

5.1 OBJECTION OF REPRESENTATIVE TO AMENDMENTS OR SUPPLEMENTS. The
Company will not at any time, whether before or after the Effective Date,
file any amendment or supplement to the Registration Statement or Prospectus,
unless and until a copy of such amendment or supplement has been furnished
to the Representative a reasonable period of time prior to the proposed
filing thereof; or to which the Representative or counsel for the
Representative have reasonably objected, in writing, on the ground that such
amendment or supplement is not in compliance with the Securities Act or the
Rules and Regulations.

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<PAGE>

5.2 COMPANY'S BEST-EFFORTS TO CAUSE REGISTRATION STATEMENT TO BECOME
EFFECTIVE. The Company will use its best efforts to cause the Registration
Statement to become effective or, if the procedure in Rule 430A of the Rules
and Regulations is followed, comply with the provisions of and make all
requisite filings with the Commission pursuant to such Rule and to notify the
Representative promptly (in writing, if requested) of all such filings. The
Company shall promptly advise the Representative, and will confirm such
advice in writing (a) when the Registration Statement shall become effective
and when any amendment thereto shall have become effective and when any
amendment of or supplement to the Effective Prospectus or the Final
Prospectus shall be filed with the Commission; (b) when the Commission makes
a request or suggestion for any amendment to the Registration Statement or
the Effective Prospectus or the Final Prospectus or for additional
information and the nature and substance thereof; and (c) of the happening of
any event which in the judgment of the Company makes any material statement
in the Registration Statement or Effective Prospectus or the Final Prospectus
untrue or which requires the making of any changes in the Registration
Statement or the Effective Prospectus or Final Prospectus in order to make
the statements therein not misleading. The Company shall also promptly
notify the Representative, and confirm such notice in writing, when the
Company has knowledge of the issuance by the Commission of an order
suspending the effectiveness of the Registration Statement pursuant to
Section 8 of the Securities Act, suspending or preventing the use of any
Preliminary Prospectus or the Effective Prospectus or Final Prospectus or
suspending the qualification of the Securities for offering or sale in any
jurisdiction, or of the institution of any proceedings for any such purpose.
The Company will use every reasonable effort to prevent the issuance of any
order suspending the effectiveness of the Registration Statement or refusing
or suspending the qualification of the Securities, and to obtain as soon as
possible a lifting of any such suspension order, the reversal of any such
refusal to qualify, and the termination of any such suspension.

5.3 PREPARATION AND FILING OF AMENDMENTS AND SUPPLEMENTS. The Company
agrees to prepare and file promptly with the Commission, upon request of the
Representative, such amendments or supplements to the Registration Statement
or Final Prospectus, in form satisfactory to counsel to the Company, as may
be necessary, in the opinion of counsel to the Representative and of counsel
to the Company; and it shall use its best efforts to cause the same to become
effective as promptly as possible.

5.4 BLUE SKY QUALIFICATION. The Company has used and will use its best
efforts to qualify (blue-sky) the sale of the Securities in those states as
may be agreed upon by the Company and the Representative. Copies of all
applications for the registration of securities and related documents (except
for the Registration Statement and Preliminary or Final Prospectus) filed by
the Representative's counsel with the various states have been supplied to
the Company's counsel, concurrently with their transmission to the various
states, and copies of all comments and orders received from the various
states have been and shall be immediately supplied to the Company's counsel.
Immediately prior to the Effective Date, counsel for the Representative shall
advise the Representative in writing of all states wherein the offering is
exempt or has been registered for sale, canceled, withdrawn or denied, the
date of such event(s)

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and the number of Securities registered for sale in each such state. After
settlement and closing, the Representative shall notify its counsel of the
number of Securities sold in each such jurisdiction.

5.5 FINANCIAL STATEMENTS. The Company at its own expense will prepare
and give such financial statements and other information to the Commission,
or the proper public bodies of the states in which the Securities may be
registered or qualified, as may be required by them.

5.6 REPORTS AND FINANCIAL STATEMENTS TO THE REPRESENTATIVE. During the
period ending three years from the Closing Date, the Company will deliver to
the Representative copies of each annual report of the Company, and will
deliver to the Representative, within 90 days after the close of each fiscal
year of the Company, a financial report of the Company and its Subsidiaries,
if any, on a consolidated basis, and a similar financial report of all
unconsolidated Subsidiaries, if any. All such reports will include a balance
sheet as of the end of the preceding fiscal year, a statement of operations,
a statement of cash flows and an analysis of shareholders' equity covering
such fiscal year, and all will be in reasonable detail and certified by
independent public accountants for the Company. These requirements will be
satisfied if the Company provides to the Representative copies of its Forms
10-K, Forms 10-Q and Forms 8-K (or other appropriate forms) when they are
filed with the Commission.

If the Company shall fail to furnish the Representative with financial
statements as herein provided, within the times specified herein, the
Representative, after giving reasonable notice of not less than 30 days (and
if the financial statements are not provided within such 30 day period),
shall have the right to have such financial statements prepared by
independent public accountants of its own choosing and the Company agrees to
furnish such independent public accountants such data and assistance and
access to such records as they may reasonably require to enable them to
prepare such statements and to pay their reasonable fees and expenses in
preparing the same.

During the period ending three years from the Closing Date the Company
shall also provide to the Representative copies of all other statements,
documents, or other information which the Company shall mail or otherwise
make available to any class of its security holders, or which it shall file
with the Commission; and, upon request in writing from the Representative,
the Company shall furnish to the Representative such other information as may
reasonably be requested and which may be properly disclosed to the
Representative with reference to the property, business and affairs of the
Company and its Subsidiaries, if any; provided such written request includes
an agreement to keep confidential any information which should not be
disclosed to the public.

5.7 EXPENSES PAID BY THE COMPANY. The Company will pay or cause to be
paid, whether or not the transactions contemplated hereunder are consummated
or the Registration Statement is prevented from becoming effective or this
Agreement is terminated, (a) all expenses (including stock transfer taxes)
incurred in connection with the delivery to the several

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Underwriters of the Securities; (b) all fees and expenses (including, without
limitation, fees and expenses of the Company's accountants and counsel, but
excluding fees and expenses of counsel for the Underwriters other than those
described in (9) below) in connection with the preparation, printing, filing,
delivery and shipping of the Registration Statement (including financial
statements therein and all amendments and exhibits thereto), each Preliminary
Prospectus, the Effective Prospectus and the Final Prospectus as amended or
supplemented, and the printing, delivery and shipping of this Agreement and
other underwriting documents, including Underwriter's Questionnaires,
Underwriters' Powers of Attorney, Blue Sky Memoranda, Agreements Among
Underwriters, and Selected Dealer Agreements; (c) the filing fee of the
National Association of Securities Dealers, Inc.; (d) any applicable listing
fees; (e) the cost of printing certificates representing the Shares and
Warrants; (f) the cost and charges of any transfer agent or registrar, and
the Warrant agent; (g) the fees and expenses of the Representative's counsel
for qualifying the Securities under the blue sky laws of various
jurisdictions; and (h) all other costs and expenses incident to the
performance of its obligations hereunder which are not otherwise provided for
in this Section. It is understood, however, that, except as provided in this
Section, the Underwriters shall pay all of their own costs and expenses,
including the fees of their counsel, stock transfer taxes on resale of any of
the Securities by them, and any advertising expenses connected with any
offers they may make.

5.8 REPORTS TO SHAREHOLDERS. During the period ending five years from
the Closing Date the Company will, as promptly as possible, but not later
than 180 days after the end of its annual fiscal year, render and distribute
reports to its shareholders which will include audited statements of its
operations and cash flows during such period and its balance sheet as of the
end of such period, as to which statements the Company's independent
certified public accountants shall have rendered an opinion.

5.9 SECTION 11(A) FINANCIALS. The Company will make generally available
to its security holders and will deliver to the Representative, as soon as
practicable, an earnings statement (as to which no opinion need be rendered
but which will satisfy the provisions of Section 11(a) of the Securities Act)
covering a period of at least 12 months beginning after the Effective Date.
Compliance by the Company with Rule 158 promulgated under the Securities Act
shall satisfy the requirements of this Section 5.9.

5.10 POST-EFFECTIVE AVAILABILITY OF PROSPECTUS. The Company will comply,
at its own expense, with all requirements imposed upon it by the Securities
Act, as now or hereafter amended, by the Rules and Regulations, as from time
to time may be in force, and by any order of the Commission, so far as
necessary to permit the continuance of sales or dealings in the Shares and
the Warrants and the exercise of the Warrants.

5.11 APPLICATION OF PROCEEDS. The Company will apply the net proceeds
from the sale of the Securities substantially in the manner specifically set
forth in the Final Prospectus. Any deviation from such application must be in
accordance with the Final Prospectus and may occur only after approval by the
board of

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directors of the Company and then only after the board of directors has
obtained the written opinion as to the propriety of any such deviation
provided by recognized legal counsel well versed in the federal and state
securities laws.

5.12 AGREEMENTS OF CERTAIN SHAREHOLDERS. The Company has delivered to
the Representative, prior to the execution of this Agreement, the agreement
of each officer, director, and certain one percent (1%) or greater
shareholders, that for a period of one year from the Effective Date such
persons shall not sell, contract to sell, pledge, hypothecate, grant any
option to purchase or otherwise dispose of any portion of the shares of
Common Stock owned directly, indirectly or beneficially by such person prior
to the Effective Date, without the Representative's prior written consent.

5.13 DELIVERY OF DOCUMENTS. At the Closing, the Company has delivered to
the Representative true and correct copies of the articles of incorporation
of the Company and all amendments thereto; true and correct copies of the
by-laws of the Company and of the minutes of all meetings of the directors
and shareholders of the Company held prior to the Closing Date which in any
way relate to the subject matter of this Agreement. All such copies shall be
certified by the Secretary of the Company.

5.14 COOPERATION WITH REPRESENTATIVE'S DUE DILIGENCE. At all times prior
to the Closing Date, the Company will cooperate with the Representative in
such investigation as the Representative may make or cause to be made of all
the properties, management, business and operations of the Company, and the
Company will make available to the Representative in connection therewith
such information in its possession as the Representative may reasonably
request.

5.15 APPOINTMENT OF TRANSFER AGENT AND WARRANT AGENT. The Company has
appointed Corporate Stock Transfer, Inc., as Transfer Agent for the Common
Stock and Warrant Agent for the Warrants, subject to the closing of the
offering. The Company will not change or terminate such appointment for a
period of three years from the Effective Date without first obtaining the
written consent of the Representative, which consent shall not be
unreasonably withheld.

5.16 COMPLIANCE WITH CONDITIONS PRECEDENT. The Company will use all
reasonable efforts to comply or cause to be complied with the conditions
precedent to the several obligations of the Underwriters in Section 8 hereof.

5.17 FILING OF FORM SR. If required under the Securities Act, the
Company agrees to file with the Commission all required reports on Form SR in
accordance with the provisions of Rule 463 promulgated under the Securities
Act and to provide a copy of such reports to the Representative and its
counsel.

5.18 BOUND VOLUME. The Company shall supply to the Representative and
the Representative's counsel, at the Company's cost, three bound volumes each
of all of the public

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offering materials within a reasonable time after the closing, not to exceed
three months.

5.19 LISTING IN MOODY'S AND STANDARD & POOR'S. The Company is listed in
Moody's Over-The-Counter Manual or Standard & Poor's Standard Corporation
Records, and it agrees to maintain such listings.

5.20 NASDAQ. The Company has applied to have the Common Stock and
Warrants quoted on NASDAQ on the Effective Date and it shall continue such
listing on NASDAQ or on a national securities exchange during the entire
period each such security is outstanding; provided that the Company is in
compliance with NASDAQ maintenance requirements. The NASDAQ symbols shall be
mutually agreeable to the Company and the Representative.

5.21 SECONDARY TRADING QUALIFICATION. The Company agrees to use its best
efforts to qualify the Common Stock and Warrants for secondary trading as
soon as legally possible in such states as are requested by the
Representative from time to time, including, without limitation, California
and Texas.

5.22 RIGHT OF INSPECTION. For a period of three years after the
Effective Date, the Representative, at the Representative's expense, will
have the right to have a person or persons selected by the Representative
review the books and records of the Company upon seven days' written notice
and at reasonable times. Such person or persons will be required to execute
a confidentiality agreement which will, in part, prohibit disclosure of
information to any party except the Representative, which information shall
be held in confidence unless otherwise specifically agreed to by the Company
in writing.

5.23 OUTSIDE DIRECTORS, COMMITTEES, EXECUTIVE COMPENSATION. The Company
shall use its best efforts to have at least two members elected to its board
of directors who are not officers or employees of the Company ("outside
directors") on the Effective Date of the Registration Statement, and to cause
two such outside directors to be nominated as directors for two additional
one-year terms. The Company will form independent audit and compensation
committees which shall be comprised of at least three of the Company's
directors, at least a majority of whom shall be outside directors.

5.24 REGISTRATION UNDER THE EXCHANGE ACT. The Common Stock is registered
under Section 12(g) of the Exchange Act. The Company has filed a
Registration Statement under Section 12(g) of the Exchange Act with respect
to the Warrants. The Company has delivered a copy of such filing to the
Representative and to legal counsel for the Representative. The Company shall
use its best efforts to cause the registration statement under the Exchange
Act to become effective not later than the Effective Date, or as soon
thereafter as possible.

SECTION 6
INDEMNIFICATION AND CONTRIBUTION

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6.1 INDEMNIFICATION BY COMPANY. The Company shall indemnify and hold
harmless each Underwriter against any and all loss, claim, damage or
liability, joint or several, to which such Underwriter may become subject,
under the Securities Act or otherwise, insofar as such loss, claim, damage,
or liability (or action with respect thereto) arises out of or is based upon
(a) any violation of any registration requirements; (b) any improper use of
sales literature by the Company; (c) any untrue statement or alleged untrue
statement made by the Company in Section 2 hereof; (d) any untrue statement
or alleged untrue statement of a material fact contained (i) in the
Registration Statement, any Preliminary Prospectus, the Effective Prospectus,
or the Final Prospectus or any amendment or supplement thereto, or (ii) in
any application or other document, executed by the Company specifically for
such application or based upon written information furnished by the Company,
filed in order to qualify the Securities under the securities laws of the
states where filings were made (any such application, document, or
information being hereinafter called "Blue Sky Application"); or (e) the
omission or alleged omission to state in the Registration Statement, any
Preliminary Prospectus, the Effective Prospectus, or the Final Prospectus or
any amendment or supplement thereto or in any Blue Sky Application a material
fact required to be stated therein or necessary to make the statements
therein not misleading; and shall reimburse each Underwriter for any legal or
other reasonable expenses incurred by such Underwriter in connection with
investigating or defending against or appearing as a third-party witness in
connection with any such loss, claim, damage, liability or action,
notwithstanding the possibility that payments for such expenses might later
be held to be improper, in which case the person receiving them shall
promptly refund them; except that the Company shall not be liable in any such
case to the extent, but only to the extent, that any such loss, claim,
damage, or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in reliance
upon and in conformity with written information furnished to the Company
through the Representative by or on behalf of any Underwriter specifically
for use in the preparation of the Registration Statement, any Preliminary
Prospectus, the Effective Prospectus and the Final Prospectus or any
amendment or supplement thereto, or any Blue Sky Application.,

6.2 INDEMNIFICATION BY UNDERWRITERS. Each Underwriter severally, but
not jointly, shall indemnify and hold harmless the Company against any and
all loss, claim, damage or liability, joint or several, to which the Company
may become subject under the Securities Act or otherwise, insofar as such
loss, claim, damage, liability (or action in respect thereto) arises out of
or are based upon (a) any untrue statement or alleged untrue statement of a
material fact contained (i) in the Registration Statement, any Preliminary
Prospectus, the Effective Prospectus or the Final Prospectus or any amendment
or supplement thereto or (ii) in any Blue Sky Application; or (b) the
omission or alleged omission to state in the Registration Statement, any
Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or
any amendment or supplement thereto or in any Blue Sky Application a material
fact required to be stated therein or necessary to make the statements
therein not misleading; except that such indemnification shall be available
in each such case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission was
made in reliance upon information and in conformity with written information
furnished to the Company through

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the Representative or on behalf of such Underwriter specifically for use in
the preparation thereof; and shall reimburse any legal or other expenses
reasonably incurred by the Company in connection with the investigation or
defending against any such loss, claim, damage, liability, or action.

6.3 RIGHT TO PROVIDE DEFENSE. Promptly after receipt by an indemnified
party under Section 6.1 or 6.2 above of written notice of the commencement of
any action, the indemnified party shall, if a claim in respect thereof is to
be made against the indemnifying party under such section, notify the
indemnifying party in writing of the claim or the commencement of that
action; the failure to notify the indemnifying party shall not relieve it of
any liability which it may have to an indemnified party, except to the extent
that the indemnifying party did not otherwise have knowledge of the
commencement of the action and the indemnifying party's ability to defend
against the action was prejudiced by such failure. Such failure shall not
relieve the indemnifying party from any other liability which it may have to
the indemnified party or any person identified in Section 6.4 below. If any
such claim or action shall be brought against an indemnified party, and it
shall notify the indemnifying party thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it wishes, jointly
with any other similarly notified indemnifying party, to assume the defense
thereof with counsel reasonably satisfactory to the indemnified party. After
notice from the indemnifying party to the indemnified party of its election
to assume the defense of such claim or action, the indemnifying party shall
not be liable to the indemnified party under such section for any legal or
other expenses subsequently incurred by the indemnified party in connection
with the defense thereof other than reasonable costs of investigation; except
that the Representative shall have the right to employ counsel to represent
the Representative and those other Underwriters who may be subject to
liability arising out of any claim in respect of which indemnity may be
sought by the Underwriters against the Company under such section if, in the
Representative's reasonable judgment, it is advisable for the Representative
and those Underwriters to be represented by separate counsel, and in that
event the fees and expenses of such separate counsel shall be paid by the
Company.

6.4 CONTRIBUTION. If the indemnification provided for in Sections 6.1
and 6.2 of this Agreement is unavailable or insufficient to hold harmless an
indemnified party, then each indemnifying party shall contribute to the
amount paid or payable by such indemnified party as a result of the losses,
claims, damages, or liabilities referred to in Sections 6.1 or 6.2 above (a)
in such proportion as is appropriate to reflect the relative benefits
received by the Company on the one hand and the Underwriters on the other
from the offering of the Securities; or (b) if the allocation provided by
clause (a) above is not permitted by applicable law, in such proportion as is
appropriate to reflect the relative benefits referred to in clause (a) above
but also the relative fault of the Company on the one hand and the
Underwriters on the other in connection with the statements or omissions
which resulted in such losses, claims, damages, or liabilities, as well as
any other relevant equitable considerations. The relative benefits received
by the Company and the Underwriters shall be deemed to be in the same
proportion as the total net proceeds from the offering (before deducting
expenses) received by the Company bear to the

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total underwriting discounts and un-itemized expenses received by the
Underwriters, in each case as set forth in the table on the cover page of the
Final Prospectus. Relative fault shall be determined by reference to, among
other things, whether the untrue statement of a material fact or the omission
to state a material fact relates to information supplied by the Company or
the Underwriter and the parties' relative intent, knowledge, access to
information, and opportunity to correct or prevent such untrue statement or
omission. For purposes of this Section 6.4, the term "damages" shall include
any counsel fees or other expenses reasonably incurred by the Company or the
Underwriters in connection with investigating or defending any action or
claim which is the subject of the contribution provisions of this Section
6.4. Notwithstanding the provisions of this Section 6.4, no Underwriter
shall be required to contribute any amount in excess of the amount by which
the total price at which the Securities underwritten by it and distributed to
the public were offered to the public exceeds the amount of any damages which
such Underwriter has otherwise been required to pay by reason of any such
untrue statements or omissions. No person adjudged guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. Under this Section 6.4, each Underwriter's
obligations to contribute are several in proportion to their respective
underwriting obligations and not joint.

Each party entitled to contribution agrees that upon the service of a
summons or other initial legal process upon it in any action instituted
against it in respect of which contribution may be sought, it shall promptly
give written notice of such service to the party or parties from whom
contribution may be sought, but the omission so to notify such party or
parties of any such service shall not relieve the party from whom
contribution may be sought from any obligation it may have hereunder or
otherwise (except as specifically provided in Section 6.4 hereof).

6.5 EXTENSION OF OBLIGATIONS. The obligations of the Company under this
Section 6 shall be in addition to any other liability which the Company may
otherwise have, and shall extend, upon the same terms and conditions, to each
person, if any, who controls any Underwriter within the meaning of the
Securities Act; and the obligations of the Underwriters under this Section
shall be in addition to any liability that the respective Underwriters may
otherwise have, and shall extend, upon the same terms and conditions, to each
director of the Company (including any person who, with his consent, is named
in the Registration Statement as about to become a director of the Company),
to each officer of the Company who has signed the Registration Statement, and
to each person, if any, who controls the Company within the meaning of the
Securities Act.

6.6 REIMBURSEMENT OF UNDERWRITERS. In addition to its obligations under
Section 6.1 of this Agreement, the Company agrees that, as an interim measure
during the pendency of any claim, action, investigation, inquiry or other
proceeding arising out of or based upon any loss, claim, damage, or liability
described in Section 6.1 of this Agreement, it will reimburse the
Underwriters, and each of them, on a monthly basis (or more often, if
requested) for all

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reasonable legal or other expenses incurred in connection with investigating
or defending any such claim, action, investigation, inquiry or other
proceeding, notwithstanding the absence of a judicial determination as to the
propriety and enforceability of the Company's obligation to reimburse the
Underwriters for such expenses and the possibility that such payments might
later be held to have been improper by a court of competent jurisdiction. To
the extent that any portion, or all, of any such interim reimbursement
payments are so held to have been improper, the Underwriters receiving the
same shall promptly return such amounts to the Company together with
interest, compounded daily, determined on the basis of the prime rate ( or
other commercial lending rate for borrowers of the highest credit rating)
announced from time to time by Norwest Bank of Denver, Denver, Colorado (the
"Prime Rate"). Any such interim reimbursement payments that are not made to
the Underwriters within 30 days of a request for reimbursement shall bear
interest at the Prime Rate from the date of such request until the date paid.

6.7 REIMBURSEMENT OF THE COMPANY. In addition to their obligations
under Section 6.2 of this Agreement, the Underwriters agree that, as an
interim measure during the pendency of any claim, action, investigation,
inquiry or other proceeding arising out of or based upon any loss, claim,
damage or liability described in Section 6.2 of this Agreement, they will
reimburse the Company on a monthly basis (or more often, if requested) for
all reasonable legal or other expenses incurred by the Company in connection
with investigating or defending any such claim, action, investigation,
inquiry or other proceeding, notwithstanding the absence of a judicial
determination as to the propriety and enforceability of the Underwriters'
obligation to reimburse the Company for such expenses and the possibility
that such payments might later be held to have been improper by a court of
competent jurisdiction. To the extent that any portion, or all, of any such
interim reimbursement payments are so held to have been improper, the Company
shall promptly return such amounts to the Underwriters together with
interest, compounded daily, determined on the basis of the Prime Rate. Any
such interim reimbursement payments that are not made to the Company within
30 days of a request for reimbursement shall bear interest at the Prime Rate
from the date of such request until the date paid.

SECTION 7
EFFECTIVENESS OF AGREEMENT

This Agreement shall become effective (a) at 10:00 a.m., Colorado time,
on the first full business day after the Effective Date, or (b) upon release
by the Representative of the Securities for sale after the Effective Date,
whichever shall first occur. The Representative shall notify the Company
immediately after the Representative shall have taken any action, by release
or otherwise, whereby this Agreement shall have become effective. For
purposes of this Agreement, the release of the initial public offering of the
Firm Securities for sale to the public shall be deemed to have been made when
the Representative releases, by telegram or otherwise, firm offers of the
Firm Securities to securities dealers or release for publication of a
newspaper advertisement relating to the Firm Securities, whichever occurs
first. This Agreement shall, nevertheless, become effective at such time
earlier than the time specified above, after the

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Effective Date, as the Representative may determine by notice to the Company.

SECTION 8
CONDITIONS OF THE UNDERWRITERS' OBLIGATIONS

The obligations of the several Underwriters hereunder to purchase the
Securities and to make payment to the Company hereunder on the Closing Date
and on the Over-allotment Closing Date, if any, shall be subject to the
accuracy, as of the Closing Date and the Over-allotment Closing Date, of each
of the representations and warranties on the part of the Company herein
contained, to the performance by the Company of all its agreements herein
contained, to the fulfillment of or compliance by the Company with all
covenants and conditions hereof, and to the following additional conditions:

8.1 EFFECTIVENESS OF REGISTRATION STATEMENT. The Registration Statement
and all post-effective amendments thereto filed with the Commission prior to
the Closing Date or the Over-allotment Closing Date shall have become
effective and any and all filings required by Rule 424 and Rule 430A of the
Rules and Regulations shall have been made; no stop order suspending the
effectiveness of the Registration Statement or any amendment or supplement
thereto shall have been issued; no proceeding for that purpose shall have
been initiated or threatened by the Commission or be pending; any request for
additional information on the part of the Commission (to be included in the
Registration Statement or Final Prospectus or otherwise) shall have been
complied with to the satisfaction of the Commission; and neither the
Registration Statement, the Effective Prospectus or Final Prospectus, nor any
amendment thereto shall have been filed to which counsel to the
Representative shall have reasonably objected in writing or have not given
their consent.

8.2 ACCURACY OF REGISTRATION STATEMENT. The Representative shall not
have advised the Company that the Registration Statement or the Effective
Prospectus or Final Prospectus or any amendment thereof or supplement thereto
contains an untrue statement of a fact which, in the opinion of counsel to
the Representative, is material, or omits to state a fact which, in the
opinion of such counsel, is material and is required to be stated therein, or
is necessary to make the statements therein not misleading.

8.3 CASUALTY AND OTHER CALAMITY. Since the Effective Date the Company
shall not have sustained any loss on account of fire, explosion, flood,
accident, calamity or any other cause, of such character as materially
adversely affects its business or property considered as an entire entity,
whether or not such loss is covered by insurance, and no officer or director
of the Company shall have suffered any injury, sickness or disability of a
nature which would materially adversely affect his or her ability to properly
function as an officer or director of the Company.

8.4 LITIGATION AND OTHER PROCEEDINGS. Other than as disclosed in the
Registration Statement or Prospectus, there shall be no litigation instituted
or threatened against the Company and there shall be no proceeding instituted
or threatened against the Company before or by any

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federal or state commission, regulatory body or administrative agency or
other governmental body, domestic or foreign, wherein an unfavorable ruling,
decision or finding would materially adversely affect the business,
management, licenses, operations or financial condition or income of the
Company considered as an entity.

8.5 LACK OF MATERIAL CHANGE. Except as contemplated herein or as set
forth in the Registration Statement and Final Prospectus, during the period
subsequent to the date of the last audited balance sheet included in the
Registration Statement, the Company (a) shall have conducted its business in
the usual and ordinary manner as the same was being conducted on the date of
the last audited balance sheet included in the Registration Statement, and
(b) except in the ordinary course of its business, the Company shall not have
incurred any liabilities, claims or obligations (direct or contingent) or
disposed of any of its assets, or entered into any material transaction or
suffered or experienced any substantially adverse change in its condition,
financial or otherwise. The capital stock and surplus accounts of the
Company shall be substantially the same as at the date of the last audited
balance sheet included in the Registration Statement, without considering the
proceeds from the sale of the Securities, other than as may be set forth in
the Final Prospectus, and except as the surplus reflects the result of
continued profits or losses from operations consistent with prior periods.

8.6 REVIEW BY REPRESENTATIVE'S COUNSEL. The authorization of the
Shares, the Warrants, the Warrant Shares, the Representative's Options and
the Common Stock and Warrants issuable upon the exercise of the
Representative's Options, the Registration Statement, the Effective
Prospectus and the Final Prospectus and all corporate proceedings and other
legal matters incident thereto and to this Agreement shall be reasonably
satisfactory in all respects to counsel to the Representative.

8.7.1 OPINION OF COUNSEL. The Company shall have furnished to the
Representative the opinion, dated the Closing Date and, if applicable, the
Over-allotment Closing Date, addressed to the Representative, from Neuman &
Cobb, counsel to the Company, to the effect that based upon a review by them
of the Registration Statement, Effective Prospectus and the Final Prospectus,
the Company's articles of incorporation, by-laws, and relevant corporate
proceedings and contracts, and examination of such statutes they deem
necessary and such other investigation by such counsel as they deem necessary
to express such opinion:

(a) The Company has been duly incorporated and is validly existing
as a corporation in good standing under the laws of the State of
Colorado, and has the corporate power and authority to own its
properties and to carry on its business as described in the Registration
Statement and Effective Prospectus and the Final Prospectus.

(b) The Company is duly qualified and in good standing as a
foreign corporation authorized to do business in all jurisdictions in
which the character of the properties owned or held under lease or the
nature of the business conducted requires

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such qualification except where the failure to qualify would not have
a material adverse effect on the business of the Company.

(c) The authorized and outstanding capital stock of the Company is
as set forth in the Effective Prospectus and Final Prospectus; the
Common Stock of the Company, the Warrants, and the Representative's
Options conform in all material respects to the statements concerning
them in the Effective Prospectus and Final Prospectus; the outstanding
Common Stock of the Company contains no preemptive rights; the Shares,
the Warrants, and the Representative's Options have been, and the Common
Stock issuable upon exercise of the Share Options and the
Representative's Options, will be, duly and validly authorized and, upon
issuance thereof and payment therefor in accordance with this Agreement,
validly issued, fully paid and nonassessable, and will not be subject to
the preemptive rights of any shareholder of the Company.

(d) A sufficient number of shares of Common Stock have been duly
reserved for issuance upon the exercise of the Warrants, the
Representative's Options and the Warrants issuable upon exercise of the
Representative's Options.

(e) To such counsel's knowledge, no consents, approvals,
authorizations or orders of agencies, officers or other regulatory
authorities are required for the valid authorization, issuance or sale
of the Common Stock, the Warrants and the Representative's Options
contemplated by this Agreement, except for those consents, approvals,
authorizations, and orders which the Company has obtained and which are
in full force and effect under the Securities Act, the Exchange Act, and
under applicable state securities laws in connection with the purchase
and distribution of such securities by the Underwriters, and the
clearance of the underwriting compensation by the NASD.

(f) The issuance and sale of the Securities and the
Representative's Options, the consummation of the transactions herein
contemplated, and the compliance with the terms of this Agreement will
not conflict with or result in a breach of any of the terms, conditions,
or provisions of or constitute a default under the articles of
incorporation or by-laws of the Company; nor, to such counsel's
knowledge, will they conflict with or result in a breach of any of the
terms, conditions, or provisions of any note, indenture, mortgage, deed
of trust, or other agreement or instrument to which the Company is a
party or by which the Company or any of its property is bound, other
than for which the Company has received a consent or waiver of such
conflict, breach or default, or where such conflict or breach would not
have a material adverse effect on the business of the Company; or any
existing law (provided this paragraph shall not relate to federal or
state securities laws), order, rule, regulation, writ, injunction, or
decree known to such counsel of any government, governmental
instrumentality, agency, body, arbitration tribunal, or court, domestic
or foreign, having jurisdiction over the Company or its property.

(g) On the basis of a reasonable inquiry by such counsel, including
participation in conferences with representatives of the Company and its
accountants at

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<PAGE>

which the contents of the Registration Statement and the
Effective Prospectus and the Final Prospectus and related matters were
discussed, and without expressing any opinion as to the financial
statements or other financial data contained therein: (i) nothing has
come to such counsel's attention which leads them to believe that the
Registration Statement and the Final Prospectus, as amended or
supplemented by any amendments or supplements thereto made by the
Company prior to the Closing Date, do not comply as to form in all
material respects with the requirements of the Securities Act; (ii)
nothing has come to their attention which leads them to believe that the
Registration Statement or the Final Prospectus, as amended or
supplemented by any such amendments or supplements thereto, contains any
untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading; (iii) they do not know of any contract or other document
required to be described in or filed as an exhibit to the Registration
Statement which is not so described or filed; and (iv) the Registration
Statement has become effective under the Securities Act, and, to the
best of their knowledge, no stop order suspending the effectiveness of
the Registration Statement has been issued and no proceedings for that
purpose have been instituted or are pending or contemplated by the
Commission.

(h) This Agreement has been duly authorized and executed by the
Company and is a valid and binding agreement of the Company, except as
rights to indemnity hereunder may be limited by federal or state
securities laws or public policy and except as enforceability may be
limited by bankruptcy, insolvency, or similar laws affecting creditors
rights generally and by general equitable principles.

(i) The Company is not in default of any of the contracts,
licenses, leases or agreements to which it is a party, and the offering
of the Shares, the Warrants and the Representative's Options will not
cause the Company to become in default of any of its contracts,
licenses, leases or agreements.

(j) To such counsel's knowledge the Company is not currently
offering any securities for sale except as described in the Registration
Statement.

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(k) Counsel has no knowledge of any promoter, affiliate, parent or
subsidiaries of the Company except as are described in the Registration
Statement and Final Prospectus.

(l) To the knowledge of counsel, and without making any statement
as to title, the Company owns all properties described in the
Registration Statement as being owned by it; the properties are free and
clear of all liens, charges, encumbrances or restrictions except as
described in the Registration Statement; all of the leases, subleases
and other agreements under which the Company holds its properties are in
full force and effect; the Company is not in default under any of the
material terms or provisions of any of the leases, subleases or other
agreements; and there are no claims against the Company concerning its
rights under the leases, subleases and other agreements and concerning
its right to continued possession of its properties.

(m) To the knowledge of counsel, the Company has been issued by
the appropriate federal, state and local regulatory authorities the
required licenses, certificates, authorizations or permits necessary to
conduct its business as described in the Registration Statement and to
retain possession of its properties. Counsel is unaware of any notice
of any proceeding relating to the revocation or modification of any of
these certificates or permits.

(n) To the knowledge of counsel, the Company has paid all taxes
which are shown as due and owing on the financial statements included in
the Registration Statement and Final Prospectus.

As to all factual matters, including without limitation the issuance of
stock certificates and receipt of payment therefor, the states in which the
Company transacts business, and the adoption of resolutions reflected by the
Company's minute book, such counsel may rely on the certificate of an
appropriate officer of the Company. Counsel's opinion as to the validity and
enforceability of any and all contracts and agreements referenced herein may
exclude any opinion as to the validity or enforceability of any
indemnification or contribution provisions thereof, or as the validity or
enforceability of any such contract or agreement may be limited by bankruptcy
or other laws relating to or affecting creditors' rights generally and by
equitable principles.

8.7.2 OPINION OF INTELLECTUAL PROPERTY COUNSEL. The Company shall
have furnished to the Representative the opinion, dated the Closing Date,
addressed to the Representative from _______________, Special Patent Counsel
to the Company, to the effect that the nature of the Company's business does
not conflict with the patent, trade name, trademark or similar rights of any
other person; and such other further assurances as reasonably requested by
the Representative.

8.8.1 ACCOUNTANT'S LETTER. The Representative shall have received
letters addressed to it dated the Effective Date, the Closing Date and, if
applicable, the Over-allotment Closing

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Date, respectively, and a draft of such letter at least five days prior to
the Effective Date, the Closing Date and, if applicable, the Over-allotment
Closing Date, from Hein + Associates, L.L.C., confirming that they are
independent public accountants with respect to the Company within the meaning
of the Act and the published Rules and Regulations. In the letter dated the
date of this Agreement, they shall state their conclusions and findings with
respect to such financial, accounting, and statistical information and other
matters contained in the Registration Statement as have been approved by the
Representative prior to the execution of this Agreement. In the letter dated
the Closing Date (and if applicable, the Over-allotment Closing Date), they
shall state as of such date (or, with respect to matters involving changes or
developments since the respective dates as of which specified financial
information is given in the Final Prospectus, as of a date not more than five
days prior to the date of such letter) their conclusions and findings with
respect to the financial information and other matters covered by their
letter dated the date of this Agreement, the purpose of the letter to be
delivered on the Closing Date (and, if applicable, the Over-allotment Closing
Date) being to update in all respects the conclusions and findings set forth
in the prior letter or letters. The Representative shall be furnished without
charge, in addition to the original signed copies, such number of signed or
photostatic or conformed copies of such letters as the Representative shall
reasonably request.

8.9 OFFICER'S CERTIFICATE. The Company shall furnish to the
Representative certificates, each signed by the President and Chief Financial
Officer of the Company, one dated as of the Effective Date, one dated as of
the Closing Date, and, if applicable, one dated as of the Over-allotment
Closing Date, to the effect that:

(a) The representations and warranties of the Company in this
Agreement are true and correct at and as of the date of the certificate, and
the Company has complied with all the agreements and has satisfied all the
conditions on its part to be performed or satisfied at or prior to the date
of the certificate.

(b) The Registration Statement has become effective and to the best
of the knowledge of the respective signers no order suspending the
effectiveness of the Registration Statement has been issued and no proceeding
for that purpose has been initiated or is threatened by the Commission.

(c) The respective signers have each examined the Registration
Statement and the Final Prospectus and any amendments and supplements
thereto, and to the best of their knowledge the Registration Statement and
the Final Prospectus and any amendments and supplements thereto contain all
statements required to be stated therein, do not include any untrue statement
of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading and, since
the Effective Date, there has occurred no event required to be set forth in
an amended or a supplemented Prospectus which has not been so set forth.

8.10 TENDER OF DELIVERY OF SECURITIES. All of the Securities being
offered by the

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Company and being purchased from the Company by the Underwriters, and the
Representative's Options being purchased from the Company by the
Representative, shall be tendered for delivery in accordance with the terms
and provisions of this Agreement.

8.11 BLUE-SKY REGISTRATION OR QUALIFICATION. The Shares and the Warrants
shall be registered or qualified in such states as the Representative and the
Company may agree pursuant to Section 5.4, and each such registration or
qualification shall be in effect and not subject to any stop order or other
proceeding on the Closing Date or the Over-allotment Closing Date. On the
Effective Date, on the Closing Date and, if applicable, the Over-allotment
Closing Date, the Representative shall receive from counsel for the
Representative, written information which contains the following:

(a) the names of the states in which applications to register or
qualify the Shares, the Warrants and the Warrant Shares have been filed;

(b) the status of such registrations or qualifications in such
states as of the date of such letter;

(c) a list containing the name of each such state in which the
Shares, the Warrants and the Warrant Shares may be legally offered and sold
by a dealer licensed in such state and the number of each which may be
legally offered and sold in the offering in each such state as of the date of
such letter;

(d) with respect to the written information provided on the
Effective Date, a representation that such counsel will promptly update such
written information if counsel receives actual notice of any material changes
in the information provided therein between the Effective Date and the
Closing Date and, if applicable, Over-allotment Closing Date;

(e) the names of the states in which the offer and sale of the
Shares and Warrants in the offering is exempt from registration or
qualification; and

(f) a statement that the Underwriters and selected dealers in the
offering may rely upon the information contained therein.

8.12 APPROVAL OF REPRESENTATIVE'S COUNSEL. All opinions, letters,
certificates and evidence mentioned above or elsewhere in this Agreement
shall be deemed to be in compliance with the provisions hereof only if they
are in form and substance satisfactory to counsel to the Representative,
whose approval shall not be unreasonably withheld. The suggested form of
such documents shall be provided to the counsel for the Representative at
least three business days before the dates they are to be provided, that is,
the Effective Date, the Closing Date, and the Over-allotment Closing Date, if
applicable.

8.13 OFFICERS' CERTIFICATE AS A COMPANY REPRESENTATION. Any certificate
signed by

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an officer of the Company and delivered to the Representative or counsel for
the Representative shall be deemed a representation and warranty by the
Company to the Underwriters as to the statements made therein.

8.14 OPINION OF REPRESENTATIVE'S COUNSEL. The Representative shall have
received from Jones & Keller, P.C., counsel for the Representative, an
opinion dated the Closing Date, with respect to the issuance and sale of the
Securities, and such other related matters as the Representative may
reasonably require, and the Company shall have furnished such counsel with
all documents which they may request for the purpose of enabling them to pass
upon such matter.

SECTION 9
TERMINATION

9.1 TERMINATION BECAUSE OF NONCOMPLIANCE. This Agreement may be
terminated in its entirety by the Representative by notice to the Company
prior to its effectiveness in the event that the Company shall have failed or
been unable to comply with any of the terms, conditions or provisions of this
Agreement which the Company is required by this Agreement to be performed,
complied with or fulfilled (including but not limited to those specified in
Sections 2, 3, 4, 5, and 8 hereof) within the respective times herein
provided for, unless compliance therewith or performance or satisfaction
thereof shall have been expressly waived by the Representative in writing.

9.2 MARKET OUT TERMINATION. This Agreement may be terminated by the
Representative by notice to the Company at any time if, in the sole judgment
of the Representative, payment for and delivery of the Securities is rendered
impracticable or inadvisable because of:

(a) Material adverse changes in the Company's business, business
prospects, management, earnings, properties or conditions, financial or
otherwise, which are outside the ordinary course of business;

(b) Any action, suit, or proceedings, at law or in equity,
hereafter threatened or filed against the Company by any person or entity, or
by any federal, state or other commission, board or agency wherein any
unfavorable result or decision could materially adversely affect the
business, business prospects, properties, financial condition or income or
earnings of the Company;

(c) Additional material governmental restrictions not in force and
effect on the date hereof shall have been imposed upon the trading in
securities generally, or new offering or trading restrictions shall have been
generally established by a registered securities exchange, the Commission,
NASD or other applicable regulatory authority, or trading in securities
generally on any such exchange, NASDAQ or otherwise, shall have been
suspended, or a general

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moratorium shall have been established by federal or state authorities;

(d) Substantial and material changes in the condition of the market
beyond normal fluctuations such that it would be undesirable, impracticable
or inadvisable in the judgment of the Representative to proceed with this
Agreement or with the public offering of the Securities;

(e) Any outbreak or escalation of major hostilities in which the
United States is involved, any declaration of war by Congress or any other
substantial national or international calamity or emergency if, in the
judgment of the Representative, the effect of any such outbreak, escalation,
declaration, calamity or emergency makes it impractical or inadvisable to
proceed with completion of the sale of and payment for the Securities; or

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(f) Any suspension of trading in the securities of the Company in
the over-the-counter market or the interruption or termination of quotations
of any security of the Company on the NASDAQ System.

9.3 EFFECT OF TERMINATION HEREUNDER. Any termination of this Agreement
pursuant to this Section 9 shall be without liability of any character
(including, but not limited to, loss of anticipated profits or consequential
damages) on the part of any party hereto, except that the Company shall
remain obligated to pay the costs and expenses provided to be paid by it
specified in Sections 3.5 and 5.7; and the Company and the Underwriters shall
be obligated to pay, respectively, all losses, claims, damages or
liabilities, joint or several, under Sections 6.1 or 6.4 in the case of the
Company and Sections 6.2 or 6.4 in the case of the Underwriters .

SECTION 10
REPRESENTATIVE'S REPRESENTATIONS AND WARRANTIES

The Representative represents and warrants to and agrees with the Company
that:

10.1 REGISTRATION AS BROKER-DEALER AND MEMBER OF NASD. The
Representative is registered as a broker-dealer with the Commission and is
registered as a securities broker-dealer in all states in which it will sell
Securities and is a member in good standing of the National Association of
Securities Dealers, Inc.

10.2 NO PENDING PROCEEDINGS. There is not now pending or threatened
against the Representative any action or proceeding of which it has been
advised, either in any court of competent jurisdiction, before the Commission
or any state securities regulatory authority concerning activities as a
broker or dealer which are foreseen as affecting the Representative's
capacity to complete the terms of this Agreement.

10.3 COMPANY'S RIGHT TO TERMINATE. In the event any action or proceeding
of the type referred to in Section 10.2 above shall be instituted or
threatened against the Representative at any time prior to the Effective Date
hereunder, or in the event there shall be filed by or against the
Representative in any court pursuant to any federal, state, local or
municipal statute, a petition in bankruptcy or insolvency or for
reorganization or for the appointment of a receiver or trustee of its assets
or if it makes an assignment for the benefit of creditors, the Company shall
have the right on three days' written notice to the Representative to
terminate this Agreement without any liability to the Representative or the
Company of any kind except for the payment of all expenses as provided herein.

10.4 REPRESENTATIVE'S COVENANTS. The Representative covenants and agrees
with the Company that (a) it will not offer or sell the Securities in any
state or other jurisdiction where it has not been advised in writing by legal
counsel for the Company that the Securities are qualified for the offer and
sale therein or exempt from such requirements; (b) it will not make any
representation to any person in connection with the offer and sale of the
Securities covered

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hereby except as set forth in the Registration Statement or as authorized in
writing by the Company and the Representative; (c) it will comply in good
faith with all laws, rules and regulations applicable to the distribution of
the securities, including the Rules of Fair Practice of the NASD; and (d) the
Representative has the authority to execute this Agreement on behalf of all
of the Underwriters.

SECTION 11
NOTICE

Except as otherwise expressly provided in this Agreement:

11.1 NOTICE TO THE COMPANY. Whenever notice is required by the
provisions of this Underwriting Agreement to be given to the Company, such
notice shall be in writing addressed to the Company as follows:

Premier Concepts, Inc.
3033 South Parker Road, Suite 120
Denver, Colorado 80014
Attn: Sissel B. Greenberg, President

with a copy to:

Clifford L. Neuman, Esq.
Nathan L. Stone, Esq.
Neuman & Cobb
1507 Pine Street
Boulder, Colorado 80302

11.2 NOTICE TO THE REPRESENTATIVE. Whenever notice is required by
the provisions of this Agreement to be given to the Representative, such
notice shall be given in writing addressed to the Representative as follows:

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Cohig & Associates, Inc.
6300 South Syracuse Way, Suite 430
Englewood, Colorado 80111
Attn: David H. Drennen, Executive Vice President

with a copy to:

Samuel E. Wing, Esq.
Jones & Keller, P.C.
1625 Broadway, Suite 1600
Denver, Colorado 80202

11.3 EFFECTIVE DATE OF NOTICES. Such notices shall be effective on the
date of delivery set forth on the receipt if the notice is sent by registered
or certified mail or any expedited delivery, or, if sent regular mail, three
days from the day of mailing.

SECTION 12
MISCELLANEOUS

12.1 BENEFIT. This Agreement is made solely for the benefit of the
Representative, other Underwriters , the Company, their respective officers,
directors and controlling persons referred to in Section 15 of the Securities
Act and such other persons as are identified in this Agreement, and their
respective successors and assigns, and no other person shall acquire or have
any right under or by virtue of this Agreement. The term "successor" or the
term "successors and assigns" as used in this Agreement shall not include any
purchasers, as such, of any of the Securities.

12.2 SURVIVAL. The respective indemnities, agreements, representations,
warranties, and covenants of the Company or its officers and the
Representative or the Underwriters as set forth in or made pursuant to this
Agreement and the indemnity and contribution agreements contained in Section
6 hereof of the Company and the Underwriters (as defined in Section 6) shall
survive and remain in full force and effect, regardless of (a) any
investigation made by or on behalf of the Company or the Underwriters or any
such officer or director thereof or any controlling person of the Company or
of the Underwriters, (b) delivery of or payment for the Securities, and (c)
the Closing Date and, if applicable, the Over-allotment Closing Date, and any
successor of the Company or the Underwriters or any controlling person,
officer or director thereof, as the case may be, shall be entitled to the
benefits hereof.

12.3 GOVERNING LAW. The validity, interpretation and construction of
this Agreement and of each part hereof will be governed by the laws of the
State of Colorado.

12.4 ENTIRE AGREEMENT. This Agreement contains the entire agreement and
understanding between the parties hereto, and supersedes all agreements and
understandings

-36-

<PAGE>

including, but not limited to, the Letter of Intent dated April 29, 1996.

12.5 REPRESENTATIVE'S INFORMATION. The statements with respect to the
public offering of the Securities on the inside and outside of both the front
and back cover pages of the Prospectus and under the caption "Underwriting"
in the Final Prospectus constitute the written information furnished by or on
behalf of the Representative referred to in Section 2.2 hereof, in Section
6.1 hereof and Section 6.2 hereof.

12.6 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which
together will constitute one and the same instrument.

12.7 DEFINITION OF "BUSINESS DAY" AND "SUBSIDIARY". For purposes of this
Agreement, (a) "Business Day" means any day on which the New York Stock
Exchange, Inc. is open for trading and (b) "Subsidiary" has the meaning set
forth in Rule 405 of the Rules and Regulations.

Please confirm that the foregoing correctly sets forth the Agreement
between you and the Company.

Very truly yours,

ATTEST:

PREMIER CONCEPTS, INC.

By ________________________ By ____________________________________
Secretary Sissel B. Greenberg, President

-37-

<PAGE>

WE HEREBY CONFIRM AS OF THE DATE HEREOF THAT THE ABOVE SETS FORTH THE
AGREEMENT BETWEEN THE COMPANY AND US.

COHIG & ASSOCIATES, INC.
(for itself and as Representative of
the several Underwriters named in
Schedule I hereto)

By ____________________________________
David H. Drennen
Executive Vice President

-38-

<PAGE>

PREMIER CONCEPTS, INC.
(A Colorado Corporation)

SCHEDULE I

This Schedule sets forth the name of each Underwriter referred to in the
Underwriting Agreement and the number of Shares and Warrants to be purchased
by each Underwriter.

Number
Name of Shares and Warrants
---- ----------------------
1,000,000

Total _________
1,000,000

-39-

<PAGE>

April 29, 1996

Sissel Greenberg, President
Premier Concepts, Inc.
3033 South Parker Road, Suite 120
Denver, CO 80013

Dear Ms. Greenberg:

This letter confirms our mutual intention with respect to the basic terms
and conditions of a proposed public offering (the "Offering") of shares
("Shares") of Common Stock (the "Common Stock") and Common Stock Purchase
Warrants ("Warrants") (the Shares and Warrants will together be referred to
as the "Securities") of Premier Concepts, Inc. (the "Company"), in which
Cohig & Associates, Inc. ("Cohig") is prepared to serve as the lead managing
underwriter and as the Representative of the several underwriters (the
"Underwriters") on a firm commitment basis (Cohig will sometimes be referred
to as the "Representative").

PROPOSED SIZE OF THE OFFERING: Effective with the day the
Registration Statement for the Offering is declared effective (the
"Effective Date") by the Securities and Exchange Commission (the
"Commission"), the Company shall reverse split its Common Stock on
a one-for-five basis. The descriptions of the Securities described
in this document shall reflect that split. We presently contemplate
an offering of a sufficient number of shares and warrants,
exclusive of the over-allotment option described in Paragraph 4 of
this letter, at the offering prices set forth in Paragraph 2 of
this letter, to provide gross proceeds of approximately $3,500,000.
The pre-offering capitalization of the Company will consist of no
more than 800,000 shares of Common Stock outstanding, and
additional shares reserved for issuance upon exercise of
outstanding options and warrants as may be agreed upon by the
Representative.

OFFERING PRICE: The actual public offering prices of the
Shares and the Warrants will be subject to negotiation between the
Representative and the Company immediately prior to the Effective
Date and will depend, among other things, upon the price of the
Company's Common Stock, stock market conditions prior to the
Offering, and material developments affecting the condition of the
Company, financial or otherwise, including either material adverse
events or material beneficial events. It is presently anticipated
that the offering price of the Shares and Warrants will be between
$3.00 and $3.75 per share, and between $.05 and $.15 per Warrant.

WARRANT TERMS: Two Warrants will allow the holder to purchase
one share of Common Stock. It is presently anticipated that the
Warrants will be exercisable

<PAGE>

Sissel Greenberg
Premier Concepts, Inc.
April 29, 1996
Page 2

at any time within three years of the effective date at an exercise
price of 150% of the offering price of the Shares. The Warrants
shall be redeemable by the Company after one year on forty-five
(45) days prior written notice at a redemption price of $.05 per
Warrant if (a) the closing high bid price of the Common Stock has
exceeded the Warrant Exercise Price by 50% or more for at least 20
of the 30 trading days immediately preceding the mailing of the
notice of redemption, and (b) the Company has in effect a current
registration statement with the applicable regulatory authorities
registering the Common Stock issuable upon exercise of the Warrants.

OVER-ALLOTMENT OPTION: Solely for the purpose of covering
over-allotments, if any, in the Offering, the Company will grant to
the Underwriters options to purchase up to 15% of the total number
of Shares and/or 15% of the total number of Warrants underwritten
in the Offering, on the same terms as the other Securities publicly
offered. The Over-allotment Options will be exercisable for a
period of 45 days following the Effective Date.

REGISTRATION STATEMENT: The Securities to be offered to the
public will be registered pursuant to a registration statement on
Form SB-2 (or other appropriate form) (the "Registration
Statement"), satisfactory to each of us and our respective counsel,
to be filed by the Company with the Commission (the "Commission")
under the Securities Act of 1933. The preliminary prospectus, in
the form first distributed to the public, will contain financial
statements of the Company as required by Form SB-2 which will have
been audited by the Company's independent public accountants, as
well as unaudited financial statements which will have been
reviewed by the Company's independent public accountants. The
Representative and its counsel will assist the Company and its
counsel in the preparation of the Registration Statement.

TIMING: The Company expects to file the Registration Statement
with the Commission in the first quarter of 1996. Subject to the
timing of the Commission review and the availability of final
financial statements which contain no material qualifications, as
well as the nature of the Commission comments received, we would
anticipate that the Effective Date for the Offering would be
approximately six weeks after filing. This schedule could, of
course, be delayed if the Commission review time is longer than
anticipated or other unexpected delays should occur. The closing of
the Offering (the "Closing") would take place four business days
after the Effective Date.

DISTRIBUTION: The sales effort on the Securities will be
targeted towards retail and institutional investors. As is our
customary practice, during the registration process we will
periodically update the Company on the expected participation of
broker-dealers and institutional investors.

MARKET FOR STOCK: The Company will cause the Securities to be
listed on NASDAQ. The Company shall also take all reasonable steps
requested by the Representative

<PAGE>

Sissel Greenberg
Premier Concepts, Inc.
April 29, 1996
Page 3

to facilitate trading in the various states. As a matter of policy,
Cohig sponsors its underwriting clients with regular research
follow-up and other after-market activities for at least two years
following an underwritten offering to ensure that its customers,
other members of the investing public, and the financial community
will be kept abreast of developments relating to the Company and
its industry.

UNDERWRITERS' COMPENSATION: The Underwriters will purchase the
Securities from the Company at a discount of 10% of the public
offering price. In addition, at the Closing, the Company will grant
to the Representative and its designees options ("Underwriters'
Options") to purchase shares of Common Stock and Warrants equal to
10% of the Shares and Warrants, respectively, purchased from the
Company by the Underwriters in the Offering (excluding any shares
purchased pursuant to the Over-allotment Options). The
Underwriters' Options will be exercisable at 120% of the respective
public offering prices for a period of five years. The Company
will grant customary "piggyback" registration rights and one demand
registration right at the expense of the Company, and one
registration right paid for by the holders of the Underwriters'
Options (or the securities underlying the Underwriters' Options)
covering the securities underlying the Underwriters' Options.

UNDERWRITING AGREEMENT: The obligations of the Underwriters
and those of the Company would be subject to customary
representations, warranties, covenants, conditions, indemnities,
provisions respecting contribution and provisions respecting its
termination contained in Cohig's standard underwriting agreement.

LOCK-UP AGREEMENTS: The Company, its officers and directors,
and certain persons to be designated by Cohig who own more than 1%
of the outstanding Common Stock (or securities convertible into
Common Stock) prior to the Offering will agree not to offer, sell,
contract to sell or grant any option to purchase or otherwise
dispose of any Common Stock (other than Common Stock acquired in
or after the Offering) for a period of one year after the Offering,
without first obtaining Cohig's written consent.

EXPENSES: Subject to the other provisions of this paragraph
12, the Underwriters will bear all of their own expenses (including
legal fees and expenses of their own counsel, expert consultants,
syndication, advertising, stabilization and travel and other
out-of-pocket expenses), except for state registration ("blue sky")
and NASD qualification fees and expenses, which fees and expenses
the Company will advance and pay directly to our counsel. The
Representative will also receive at the Closing from the Company a
nonaccountable expense allowance equivalent to 3 of the gross
proceeds derived from the Offering, including from the
Over-allotment Options (which will be paid at any Over-allotment
Option Closing). All other expenses relating to the Registration
Statement, prospectuses, and underwriting documents and related
costs, including all printing expenses and delivery of the
Registration Statement, preliminary and final prospectuses, all

<PAGE>

Sissel Greenberg
Premier Concepts, Inc.
April 29, 1996
Page 4

underwriting and related documents, including drafts thereof and
amendments or supplements thereto, will also be borne by the
Company. All filing fees with the Commission and the National
Association of Securities Dealers, Inc. ("NASD"), and all filing
fees and expenses for qualification under blue sky laws of
jurisdictions designated by the Representative (including fees and
disbursements of the Representative's counsel, who will have the
responsibility for such qualification) will be borne by the
Company. The Company will be responsible for the fees and expenses
of its counsel, accountants and its travel and road-show expenses.
$20,000 of the expense allowance shall be paid upon filing of the
Registration Statement with the Commission. That $20,000 and
$30,000 paid by the Company pursuant to a consulting agreement
described in paragraph 21, below, shall be deducted from the
non-accountable expense allowance payable at the Closing.

TERMINATION: In the event that the Company decides to
terminate the proposed offering for any reason, or if the
Underwriters determine to terminate the proposed offering for any
reason including the inability or unwillingness of the Company to
proceed with the proposed offering, then the Company will
reimburse the Representative for its out-of-pocket expenses,
including fees and costs/disbursements of counsel and any experts,
and, in addition, will pay the NASD filing fee and the filing fees
and expenses (including fees and costs/disbursements of counsel to
the Underwriters) in connection with qualification under blue sky
laws. The amount of the reimbursement to the Representative by the
Company for accountable expenses shall not exceed $20,000. In the
event the $20,000 payable under paragraph 12 herein has been paid
and the Representative's aggregate expenses are less than $20,000,
the balance shall be refunded to the Company. In the event the
expenses exceed $20,000, the difference shall be paid by the
Representative. These amounts of the expense reimbursement cap are
in addition to any amounts the Company has paid in advance
pursuant to paragraph 21 below. The Company understands that the
Representatives are relying on the foregoing undertaking in
proceeding to assist in the proposed Offering. The terms of this
paragraph 13 shall survive the filing of the Registration
Statement with the Commission and shall terminate upon the signing
of the Underwriting Agreement.

DISSEMINATION OF INFORMATION: The Company will consult with
the Representative and its counsel prior to distribution to third
parties of any press release or financial information regarding the
Company, its business or any terms of the proposed offering.
Copies of all documents and press releases which the Company
intends to distribute will be provided to the Representative and
its counsel for review prior to such distribution.

BLUE SKY LAWS: The sale of the Securities shall be registered
or otherwise qualified for offer and sale in those states as may be
reasonably requested by the Representative. Upon filing of the
Registration Statement with the Commission,

<PAGE>

Sissel Greenberg
Premier Concepts, Inc.
April 29, 1996
Page 5

the Company shall advance to Representative's counsel sufficient
funds to pay blue sky filing fees and a retainer of $10,000,
against which the legal fees of the Representative's counsel for
the blue sky filings may be billed. Any additional blue sky legal
and registration fees and expenses will be paid to the
Representative's counsel at the Closing.

FUTURE CORPORATE FINANCING TRANSACTIONS: If the Offering is
consummated, the Company will grant to the Representative a right
of first refusal for a period of three (3) years after the
Effective Date to act as managing underwriter for any public
offerings of its securities contemplated by the Company or any of
its subsidiaries. The right shall continue in effect during the
entire 3-year period despite the exercise of the right or the
refusal to exercise the right during the period. The
Representative shall have 30 days within which to determine whether
to exercise the right. If the Representative determines not to
exercise the right, upon the request of the Representative the
Company agrees that it shall use its best efforts to cause the
Representative to be designated as a co-manager of any public
offering of its securities and will receive at least 20% of the
management fee for acting in such capacity.

CONSULTING AGREEMENT: At the Closing, the Company shall enter
into a Consulting Agreement with the Representative pursuant to
which the Representative shall receive a fee of $2,500.00 per month
for twelve (12) months from the Closing, for various financial
consulting services to the Company. The entire consulting fee
($30,000) shall be payable to the Representative at the Closing.

OUTSIDE DIRECTORS, COMMITTEES, EXECUTIVE COMPENSATION: The
Company will obtain the services of at least two outside
independent directors and these directors will serve on the
Company's audit and compensation committees and will comprise a
majority of the members of such committees. The Company agrees to
continue to maintain at least two independent outside directors
and to have them serve on and represent a majority of the members
of such committees for at least the next two full fiscal years
beyond the date of this letter.

PUBLIC RELATIONS ADVISORS: The Company agrees to engage the
services of a public relations advisory firm, acceptable to
Representative, at least 60 days prior to the filing of the
Registration Statement and to retain the services of such firm for
at least 1 year following the Closing.

NO SIMULTANEOUS NEGOTIATIONS: Pending completion of the
financing contemplated herein, the Company agrees that it will not
negotiate with any other proposed underwriter or other person
relating to a possible public offering of its securities.

CORPORATE CONSULTING AGREEMENT: The Company has or will on the
date of this letter enter into a financial consulting agreement
with the Representative pursuant to which the Representative will
be paid in acceptance with the terms of the Agreement $30,000 for
the services as described in the agreement. At the time

<PAGE>

Sissel Greenberg
Premier Concepts, Inc.
April 29, 1996
Page 6

of the Closing, this $30,000 shall be deducted from the
non-accountable expense allowance due the Representative, as
provided in paragraph 12 above.

DUE DILIGENCE REVIEW: The Company understands that the
Representative and its counsel will be undertaking a thorough due
diligence review of the Company's business, and in the event that
any aspect of the Company's business does not meet with the
approval, in its sole discretion, of the Representative, the
Representative will not proceed with the Offering. In addition, the
proposed terms and statements of intention set forth in this
letter are based on information currently available, the condition
of the securities markets and the assumptions that:

no developments shall occur which materially and adversely
affect the business, financial conditions, assets, results of
operations or prospects of the Company and its significant
subsidiaries;

the Registration Statement, in the form filed with the
Commission, complied as to form with the rules of the Commission
applicable thereto, and did not contain any misstatement of any
material fact, or omit to state any fact necessary to make the
statement made not misleading; and, the Registration Statement, as
from time to time amended, will disclose no material unfavorable
facts relating to the Company which are currently unknown to the
Representative; and the Registration Statement and prospectus
will at all times comply with all applicable laws and regulations;

there will not be any unanticipated delays on the part of the Company
in filing and obtaining effectiveness of the Registration
Statement;

(i) the Offering and its terms will be subject to the Representative's
satisfactory review of the Company's business and legal affairs;
and

all conditions to the obligations of the Underwriters to purchase and
pay for the Securities as are customarily included in an
underwriting agreement for a public offering shall be satisfied,
and no event that is customarily included in such an underwriting
agreement giving the Underwriters the right to terminate the
underwriting agreement shall have occurred.

CONDITIONS OF OFFERING: In addition to the other conditions
contained in this letter, the Representative's agreement to proceed
with the offering is contigent upon the following matters:

At the time of the offering the Company will have no debts payable
that resulted from old debt of Silver State Casinos.

The Company will not raise money through a bridge loan without
obtaining the

<PAGE>

Sissel Greenberg
Premier Concepts, Inc.
April 29, 1996
Page 7

approval of the Representative of the terms thereof.

The Company shall provide the Representative with pro forma
quarterly projections of statements of operations, cash flow, and
balance sheet for the Company's fiscal years ending January 31,
1997; and during the period that this letter is in effect, the
Company shall provide the Representative with monthly statements
of operations, statements of cash flow, and balance sheets, not
later than ten days after the end of the month.

In connection with the Representative's review of the business affairs
of the Company, the Representative, its counsel, and any experts the
Representative deems necessary will have the right to examine the legal
documents and working papers of the Company, to meet with the Company's
independent accountants and to have reasonable access to the Company's
personnel, files and records. The Company will use its best efforts to cause
its auditors to provide comfort with respect to financial information
contained in the prospectus, and to provide consents where necessary or
otherwise to be responsive to any inquiries we may make about the audit
procedures and accounting principles used in connection with the Company's
financial statements or the Offering.

The Company represents that it has not incurred any liability, direct
or indirect, for finders' or similar fees on behalf of or payable by the
Company or the Underwriters in connection with this or any other transaction
involving the Company and the Underwriters. The Company agrees to indemnify
the Representatives and the other Underwriters from and against any damage or
loss arising out of any inaccuracy in the foregoing representation.

This letter does not constitute a binding agreement to consummate the
proposed Offering or to enter into an underwriting agreement. The
Underwriter's engagement hereunder may be terminated by either the Company or
the Underwriter at any time if this proposed Offering has not been completed
by August 31, 1996, with or without cause, upon written notice to that effect
to the other party.

Except for paragraph 13 regarding expense reimbursement and the
representations and agreements contained in the immediately preceding
paragraph, each of which constitute binding agreements, no liability or
obligation is created by this letter of intent. Except for such provisions,
all legal obligations between the parties shall be only those set forth in
the Underwriting Agreement and shall arise only when the Underwriting
Agreement is executed and delivered.

If the foregoing correctly sets forth your understanding, please so
indicate by signing and returning to us the enclosed copy of this letter.

Sincerely yours,

COHIG & ASSOCIATES, INC.

<PAGE>

Sissel Greenberg
Premier Concepts, Inc.
April 29, 1996
Page 8

By: ________________________
David H. Drennen
Executive Vice President

Approved and Accepted:

PREMIER CONCEPTS, INC.

By: ____________________________
Sissel Greenberg
President

<PAGE>

EXHIBIT A

[FORM OF WARRANT CERTIFICATE]

Two Warrants entitle the Warrant Holder to purchase one share of Common
Stock. The Warrants may only be exercised when either (a) a current
registration statement under the Securities Act of 1933, as amended, is
effective or (b) an exemption from such registration is available to the
Company, in either case, without undue expense or hardship. Additionally,
Warrants are only exercisable when such exercise, and the issuance of the
underlying Common Stock, can be effected in compliance with applicable state
Blue Sky laws. The Warrants are subject to redemption and may not be
exercised after the redemption date.

W-P__________ __________ Warrants

CUSIP ____________

WARRANT CERTIFICATE
________________________

This Warrant Certificate certifies that _______________ or registered
assigns (the "Warrant Holder"), is the registered owner of the
above-indicated number of Warrants ("Warrants") expiring at 5:00 p.m.,
Denver, Colorado, local time, on _______________ (the "Expiration Date").
Two Warrants entitle the Warrant Holder to purchase from Premier Concepts,
Inc. (the "Company"), a Colorado corporation, at any time before the
Expiration Date, one fully paid and non-assessable share of Common Stock of
the Company at a purchase price of $__________ per share (the "Exercise
Price") upon surrender of this Warrant Certificate, with the exercise form
hereon duly completed and executed, with payment of the Exercise Price, at
the principal office of the Company, but only subject to the conditions set
forth herein and in the Warrant Agreement. All unexercised Warrants may be
redeemed by the Company (i) upon 45 calendar days prior written notice to
registered Warrant Holders and (ii) under certain conditions set forth in the
Agreement between the Company and (the "Warrant Agreement"). No Warrant may
be exercised after such 45-day period. The Exercise Price, the number of
shares purchasable upon exercise of each Warrant, the number of Warrants
outstanding and the Expiration Date are subject to adjustments upon the
occurrence of certain events set forth in the Warrant Agreement. Reference
is hereby made to the other provisions of this Warrant Certificate and the
provisions of the Warrant Agreement, all of which are hereby incorporated by
reference herein and made a part of this Warrant Certificate and which shall
for all purposes have the same effect as though fully set forth at this place.

A-1

<PAGE>

Upon due presentment for registration of transfer of this Warrant
Certificate at the office of the Company a new Warrant Certificate or Warrant
Certificates of like tenor and evidencing in the aggregate a like number of
Warrants, subject to any adjustments made in accordance with the Warrant
Terms, shall be issued to the transferee in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant Agreement.

The Warrant Holder of the Warrants evidenced by this Warrant Certificate
may exercise all or any whole number of such Warrants in the manner stated
hereon and in the Warrant Agreement. The Exercise Price shall be payable in
lawful money of the United States of America in cash or by certified or
cashier's check or bank draft payable to the order of the Company. Upon any
exercise of any Warrants evidenced by this Warrant Certificate in an amount
less than the number of Warrants so evidenced, there shall be issued to the
Warrant Holder a new Warrant Certificate evidencing the number of Warrants
not so exercised. No adjustment shall be made for any dividends on any
shares issued upon exercise of this Warrant.

No Warrant may be exercised after 5:00 p.m., Colorado time, on the
Expiration Date, and any Warrant not exercised by such time shall become void.

COPIES OF THE WARRANT AGREEMENT, WHICH DEFINES THE RIGHTS,
RESPONSIBILITIES AND OBLIGATIONS OF THE COMPANY AND THE WARRANT HOLDERS, ARE
ON FILE WITH THE WARRANT AGENT. ANY WARRANT HOLDER MAY OBTAIN A COPY OF THE
WARRANT AGREEMENT, FREE OF CHARGE, BY A REQUEST TO THE PRINCIPAL OFFICE OF
THE WARRANT AGENT.

This Warrant Certificate, when surrendered to the Warrant Agent, in
person or by attorney duly authorized in writing, may be exchanged, in the
manner and subject to the limitations provided in the Warrant Agreement,
without payment of a charge, except for any tax or other governmental charge
imposed in connection with such exchange, for another Warrant Certificate or
Warrant Certificates of like tenor and evidencing a like number of Warrants,
subject to any adjustment made in accordance with the Warrant Agreement.

The Company may deem and treat the registered holder hereof as the
absolute owner of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone) for all purposes and the
Company shall not be affected by any notice to the contrary. No Warrant
Holder, as such, shall have the rights of a stockholder of the Company,
either at law or in equity, and the rights of the Warrant Holder, as such,
are limited to those rights expressly provided in the Warrant Agreement and
in the Warrant Certificates.

The Company shall not be required to issue fractions of Warrants upon any
such adjustment or to issue fractions of shares upon the exercise of any
Warrants after any such adjustment, but the Company, in lieu of issuing any
such fractional interest, shall pay an amount in cash equal to such fraction
times the current market value of one Warrant or one share, as the case may
be, determined in accordance with the Warrant Agreement.

Unless the amendment is able to be effected by the Company in accordance
with the

A-2

<PAGE>

Warrant Agreement, the Warrant Agreement is subject to amendment only upon
the approval of holders of not less than a majority of the outstanding
Warrants, except that no such amendment shall accelerate the Expiration Date
or increase the Exercise Price without the approval of all the holders of all
outstanding Warrants. A copy of the Warrant Agreement shall be available at
all reasonable times at the principal office of the Warrant Agent for
inspection for any Warrant Holder. As a condition of such inspection, the
Company may require any Warrant Holder to submit his Warrant Certificate for
inspection.

IMPORTANT: The Warrants represented by this Certificate may not be
exercised by a Warrant Holder unless at the time of exercise the underlying
shares of Common Stock are qualified for sale, by registration or otherwise,
in the state where the Warrant Holder resides or unless the issuance of the
shares of Common Stock would be exempt under the applicable state securities
laws. Although the underlying shares of Common Stock were qualified for sale
in the states in which the Warrants were originally sold, the Company may not
continue such qualifications for the life of the Warrants. Moreover, the
Company may not qualify the underlying shares of Common Stock in any other
states. Further, a registration statement under the Securities Act of 1933,
as amended, covering the exercise of the Warrants must be in effect and
current at the time of exercise unless the issuance of shares of Common Stock
upon any exercise is exempt from the registration requirements of the
Securities Act of 1933, as amended. Notwithstanding the provisions hereof,
unless such registration statement and qualification are in effect and
current at the time of exercise, or unless exemptions are available, the
Company may decline to permit the exercise of the Warrants and the holder
hereof would then only have the choice of either attempting to sell the
Warrants, if a market existed therefor, or letting the Warrants expire.

IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
signed by its President and by its Secretary, each by a facsimile of said
officers' signatures, and has caused a facsimile of its corporate seal to be
imprinted hereon.

Dated: ___________________ PREMIER CONCEPTS, INC.
a Colorado corporation

By: ________________________ By: ____________________________________
Secretary Sissel B. Greenberg, President

A-3

<PAGE>

ASSIGNMENT

(Form of Assignment to be Executed if the Warrant Holder
Desires to Transfer Warrants Evidenced Hereby)

FOR VALUE RECEIVED, ____________________________ hereby sells, assigns and
transfers to __________________________________________________________________.
(Please print name and address including zip code)

Please insert social security, federal
tax ID number or other identifying
number:

____________________________________

___________________________________ Warrants represented by this Warrant
Certificate and does hereby irrevocably constitute and appoint ______________
, Attorney, to transfer said Warrants on the books of the Company with full
power of substitution.

Dated:__________________ ____________________________________
Signature
(Signature must conform in all respects to
name of holder as specified on the face of
this Warrant Certificate.)

SIGNATURE GUARANTEED:

______________________________

NOTE: Any transfer or assignment of this Warrant Certificate is subject to
compliance with the restrictions on transfer imposed under the Warrant
Agreement.

A-4
<PAGE>

EXERCISE

(Form of Exercise to be Executed if the Warrant Holder
Desires to Exercise Warrants Evidenced Hereby)

TO THE COMPANY:

The undersigned hereby irrevocably elects to exercise _______________
Warrants represented by this Warrant Certificate and to purchase thereunder
the full number of shares of Common Stock issuable upon exercise of said
Warrants and enclose $__________ as the purchase price therefor, and requests
that certificates for such shares shall be issued in the name of, and cash
for any fractional shares shall be paid to,

Please insert Social Security Number or other
identifying number:

____________________________________
______________________________________________________________________________
(Please print name and address, including zip code)

and, if said number of Warrants shall not be all the Warrants evidenced by
this Warrant Certificate, that a new Warrant Certificate for the unexercised
number of Warrants may be assigned under the form of Assignment appearing
hereon.

Dated:__________________ Signature: ______________________________
(Signature must conform in all
respects to name of holder as
specified on the face of this
Warrant Certificate)

SIGNATURE GUARANTEED:

______________________________

IMPORTANT: Signature guarantee must be made by a participant of STAMP or
another signature guarantee program acceptable to the Securities and Exchange
Commission, the Securities Transfer Association and the Transfer Agent of the
Company or the Company.

PREMIER CONCEPTS, INC.

CASHLESS EXERCISE FORM

______________________________

A-6

<PAGE>

______________________________
______________________________

The undersigned hereby irrevocably elects to Exchange its Warrant for
such shares of Common Stock pursuant to the Cashless Exercise provisions of
the within Warrant Certificate, as provided for in Section 4.2 of the Warrant
Agreement between the Company and Corporate Stock Transfer, Inc.

Please issue a certificate or certificates for such Common Stock in the
name of, and pay cash for a fractional share to:

Name:____________________________________
____________________________________
____________________________________
____________________________________
(Please Print Name, Address and
Social Security Number)

Signature:_____________________________________
Note: The above signature should correspond
exactly with the name on the first page
of this Warrant Certificate or with the
name of the assignee appearing in the
assignment form below.

And if said number of shares shall not be all the shares exchangeable or
purchasable under the within Warrant Certificate, a new Warrant Certificate
is to be issued in the name of the undersigned for the balance remaining of
the shares purchasable thereunder rounded up to the next higher number of
shares.

SIGNATURE GUARANTEED:

______________________________

A-6

<PAGE>

PREMIER CONCEPTS, INC.
Resolution of Directors Creating
Series of Preferred Stock and Fixing Designations,
Preferences and Other Rights of Initial Series

Pursuant to the authority expressly granted to and vested in the Board of
Directors by the provisions of the Articles of Incorporation of the Company,
the Board of Directors hereby creates a series of Preferred Stock of the
Company to consist of 1,000,000 shares, and the Board of Directors fixes the
voting powers, designation, preferences, and relative, participating,
optional or other special rights, and the qualifications, limitations, or
restrictions, of the shares of the series as follows:

(a) DESIGNATION. The designation of the series of Preferred Stock
created by this Resolution will be "Series A Preferred Stock" (the "Series A
Stock").

(b) DIVIDENDS.

(1) The holders of the Series A Stock are entitled to receive, when and
as declared by the Board of Directors, preferential cumulative dividends in
cash at the annual rate of $.051 per share and no more, payable in equal
quarterly installments on the last day of January, April, July, and October
of each year. In the case of the first issuance of shares of Series A Stock,
dividends will accrue and be cumulative from the Initial Closing Date (the
"Initial Closing Date") of the private offering pursuant to which such shares
are issued, and the initial quarterly dividend on the shares will be based on
the pro rata portion of the annual dividend and will be payable on the last
day of January, April, July, or October, which first occurs at least 30 days
after the Initial Closing Date. In the case of any later issuances, the
dividends will accrue and be cumulative thereon from the date the shares are
purchased.

(2) So long as any shares of the Series A Stock are outstanding, no
dividends (other than (x) dividends on common stock payable in common stock,
(y) dividends payable in stock junior to the Series A Stock both as to
dividends and upon liquidation, and (z) cash in lieu of fractional shares in
connection with any dividend) will be paid or declared, in cash or otherwise,
nor will any other distribution be made, on the common stock or on any other
stock junior to the Series A Stock as

<PAGE>

to dividends, unless

(i) there are no arrearages in dividends on the Series A Stock for any
past quarterly dividend period, and the full dividend on the Series A Stock
for the current quarterly dividend period will have been or will then be paid
or declared and funds set aside for it; and

(ii) the Company is not in default on its obligation to redeem any of the
shares of Series A Stock called for redemption.

(3) So long as any shares of the Series A Stock are outstanding, no
shares of any stock junior to the Series A Stock will be purchased, redeemed,
or otherwise acquired by the Company or by any subsidiary (except in
connection with (y) a reclassification or exchange of any stock junior to the
Series A Stock through the issuance of other stock junior to the Series A
Stock both as to dividends and upon liquidation, or (z) the purchase,
redemption, or other acquisition of any stock junior to the Series A Stock
with proceeds of a reasonably contemporaneous sale of other stock junior to
the Series A Stock both as to dividends and upon liquidation), nor will any
funds be set aside or made available for any purchase, retirement, or sinking
fund for the purchase or redemption of any stock junior to the Series A
Stock, unless

(i) there are no arrearages in dividends on the Series A Stock for any
past quarterly dividend period; and

(ii) the Company is not in default on its obligation to redeem any of
the shares of Series A Stock called for redemption.

(4) Subject to the foregoing provisions, dividends (payable in cash,
property, or stock junior to the Series A Stock) as may be determined by the
Board of Directors may be declared and paid from time to time on the shares
of any stock junior to the Series A Stock, without any right of participation
therein by the holders of Series A Stock, except as otherwise provided in
subparagraph (2) of paragraph (b).

(5) If there are any arrearages in dividends for any past quarterly
dividend period on any series of preferred stock ranking on a parity with the
Series A Stock as to dividends, or if the full dividend for the current
quarterly period will not have been paid or declared and funds set aside
therefor on all series of preferred stock ranking on a parity with the Series
A Stock as to dividends to the extent that dividends on the other series of
preferred stock are cumulative, any dividends

<PAGE>

paid or declared on the Series A Stock or on any other series of preferred
stock ranking on a parity with the Series A Stock as to dividends will be
shared ratably by the holders of the Series A Stock and the holders of all
other series of preferred stock ranking on a parity with the Series A Stock
as to dividends in proportion to respective arrearages and unpaid and
undeclared current quarterly cumulative dividends.

(6) If any shares of the Series A Stock are converted into Common Stock
in accordance with the provisions of paragraph (e) below, the Company shall,
within ten (10) days after the date the shares are deemed to be converted
pursuant to paragraph (e) (3), pay the holder of such converted shares all
accrued and unpaid dividends.

(1) Subject to subparagraph (2) of this paragraph (c), the shares of the
Series A Stock may be redeemed at the option of the Company, in whole or in
part, at any time commencing one year from the Initial Closing Date or from
time to time upon not less than 30 days prior notice to the holders of record
of shares of the Series A Stock to be so redeemed, sent by first-class mail,
postage prepaid, to each registered holder of shares of the Series A Stock at
his address appearing on the Series A Stock register maintained by the
Company, at the redemption price of $0.72 per share, plus an amount equal to
accrued dividends to and including the date fixed for redemption of the
shares ("Redemption Date").

(2) If fewer than all shares of the Series A Stock are to be redeemed
pursuant to subparagraph (1) of this paragraph (c), the shares to be redeemed
will be selected (x) by lot or (y) pro rata so that there shall be redeemed
from each registered holder of the shares that number of whole shares, as
nearly as practicable to the nearest share, as bears the same ratio to the
total number of shares of the Series A Stock held by the holder as the total
number of shares to be redeemed bears to the total number of shares of the
Series A Stock outstanding at the time outstanding. The determination of
whether the selection is made by lot or pro rata will be made by the Board of
Directors. If the Board of Directors determines to redeem less than all
shares of the Series A Stock by lot, the selection by lot of the shares of
the Series A Stock will be conducted by an independent bank or trust company
selected by the Board of Directors of the Company.

(3) Shares of the Series A Stock are not subject or entitled to the
benefit of a sinking fund. All or any portion of the shares of the Series A
Stock may be purchased by the Company from time to

<PAGE>

time upon the best terms obtainable.

(4) Unless a default is made in the payment in full of the redemption
price and any accumulated and unpaid dividends, dividends on the shares of
Series A Stock called for redemption will cease to accumulate on the
Redemption Date, and all rights of the holders of the shares as shareholders
of the Company by reason of the ownership of the shares will cease on the
Redemption Date, except the right to receive the amount payable upon
redemption of the shares on presentation and surrender of the respective
certificates representing the shares. After the Redemption Date, the shares
will not be deemed to be outstanding and will not be transferable on the
books of the Company except to the Company.

(5) At any time on or after the Redemption Date, the respective holders
of record of shares of Series A Stock to be redeemed are entitled to receive
the redemption price upon actual delivery to the Company of certificates for
the shares to be redeemed, the certificates, if required by the Company, to
be properly stamped for transfer and duly endorsed in blank or accompanied by
proper instruments of assignment and transfer thereof duly executed in blank.

(6) Any moneys deposited with the transfer agent, or other redemption
agent, for the redemption of any shares of Series A Stock which is not
claimed after five years from the Redemption Date shall be repaid to the
Company by the agent on demand, and the holder of any shares of Series A
Stock will after that look only to the Company for any payment to which the
holder may be entitled. Any interest accrued on moneys so deposited belongs
to the Company and will be paid to it from time to time on demand.

(d) RIGHTS ON LIQUIDATION, DISSOLUTION, WINDING UP.

(1) In the event of any voluntary or involuntary liquidation,
dissolution, or winding up of the Company, the holders of shares of the
Series A Stock then outstanding are entitled to be paid out of the assets
before any payment is made to the holders of any class of capital stock of
the Company ranking junior upon liquidation to the Series A Stock, an amount
equal to $0.60 per share plus an amount equal to all accrued dividends
thereon to and including the date of payment.

(2) In the event the assets of the Company available for distribution to
the holders of shares of Series A Stock upon any involuntary or voluntary
liquidation, dissolution, or winding up of the Company are insufficient to
pay in full all amounts to which the holders are entitled pursuant to

<PAGE>

subparagraph (1) of this paragraph (d), no distribution will be made on
account of any shares of any other class or series of preferred stock or
preference stock ranking on a parity with the shares of Series A Stock upon

(e) CONVERSION.

(1) Commencing one year from the Initial Closing Date, each share of
Series A Stock is convertible at the option of the holder into fully paid and
non-assessable shares of common stock of the Company ("Common Stock"), at the
conversion price in effect at the time of conversion. The shares of the
Series A Stock shall automatically convert into shares of Common Stock
("Conversion Shares") on the date that the registration statement registering
the Conversion Shares under the Securities Act of 1933 is declared effective
by the Securities and Exchange Commission, at the conversion price in effect
at such date. In case any shares of Series A Stock are called for
redemption, the right of conversion shall cease and terminate as to the
shares so called for redemption, at the close of business on the fifth full
business day prior to the date fixed for redemption, unless default is made
in the payment of the redemption price. Notwithstanding the foregoing, if
the last day for the exercise of the conversion right is a day on which
banking institutions are authorized by law to close in any city in which a
conversion agency is then maintained, then the conversion right may be
exercised on the next succeeding day that is not a day on which banking
institutions in such city are so authorized by law to close. No adjustment
will be made for dividends accumulated on any shares of Series A Stock so
converted nor for dividends on any Common Stock of the Company that will be
issuable on any conversion.

(2) In order to exercise the conversion right, the holder of any shares
of Series A Stock to be converted will surrender the certificate or
certificates representing the shares for conversion at any office or agency
of the corporation to be maintained by it for that purpose in Denver,
Colorado, and in such other city or cities as the corporation may determine
("Conversion Agency"), and will give written notice to the Company at the
Conversion Agency that the holder elects to convert the shares of Series A
Stock. The notice will also state the name or names (with addresses and
taxpayer identification numbers) in which the certificate or certificates
representing shares of Common Stock are issuable on the conversion and the
certificate representing shares of Series A Stock, if any, that are not to be
converted (the "balance certificate") will be issued. Any certificate for
Series A Stock surrendered for conversion will, unless the certificate
representing the shares issuable on conversion (and the balance certificate,
if any), is to be issued in the same name as the record holder of such

<PAGE>

certificate, be duly endorsed by, or be accompanied by instruments of
transfer in form satisfactory to the corporation duly executed by, the record
holder or his/her duly authorized attorney.

(3) As soon as practicable after the receipt of the certificates
representing the shares surrendered for conversion, accompanied by the notice
required by subsection (2) of this paragraph (e), the Company will issue and
will deliver at the Conversion Agency to the record holder of the shares so
surrendered for conversion, or his/her written order, a certificate or
certificates for the number of full Common Shares issuable upon the
conversion of the shares of Series A Stock and a balance certificate, if any.
The conversion will be deemed to have been effected on the date on which the
Conversion Agency will have received the certificates representing shares of
Series A Stock and the notice, the conversion will be at the conversion price
in effect on that date, and the person or persons in whose name or names any
certificate or certificates for Common Stock of the Company will be issuable
upon the conversion or into whose name or names the balance certificate, if
any, is to be transferred will be deemed to have become on such date the
holder or holders of record of the shares represented by them; provided,
however, that any surrender on any date when the stock transfer books of the
Company are closed will not be deemed to have been effected until the close
of business on the next succeeding day on which the stock transfer books will
be open, but the conversion will nevertheless be at the conversion price in
effect on the date of the surrender.

(4) The Company will not be required to issue fractional shares of
Series A Stock or of Common Stock or scrip upon conversion of shares of
Series A Stock. If certificates representing more than one share of Series A
Stock are surrendered by conversion at one time by the same holder, the
number of full shares issuable by the Company upon conversion thereof will be
computed on the basis of the aggregate number of shares of Series A Stock
surrendered for conversion. If any fractional interest in a share of Common
Stock would be deliverable upon the conversion of any shares of Series A
Stock, the Company will make an adjustment therefor in cash at the current
market value thereof, computed as follows: (i) if the Common Stock is
listed on a national securities exchange or admitted to unlisted trading
privileges on such an exchange or quoted on the automated quotation system of
NASDAQ, Inc. ("NASDAQ"), the current market value shall be the last reported
sale price of that security on such exchange or system on the last business
day prior to the conversion date, or, if no such sale is made on such day,
the average of the highest closing bid and lowest asked price for such day on
such exchange or system, or (ii) if the security at issue is not so listed or
quoted or admitted to unlisted trading privileges, the current market value
shall be the average of the last reported highest bid and lowest asked price
quoted on

<PAGE>

the NASDAQ Electronic Bulletin Board, or, if not so quoted, then by the
National Quotation Bureau, Inc., on the last business day prior to the
conversion date.

(5) The initial conversion rate at which shares of the Common Stock of
the corporation ("Conversion Shares") will be issuable upon conversion of
shares of Series A Stock will be one share of Common Stock for each share of
Series A Stock. The conversion rate will be modified as follows: if the
Conversion Shares are registered as part of a Public Offering of new shares
of Common Stock by October 31, 1996, the conversion rate shall be determined
by dividing the Conversion Price by $0.60. The Conversion Price shall be a
price that is equivalent to 70% of the public offering price of the Common
Stock sold in that Public Offering to new investors (the "Public Offering
Price"). As an example, if the Public Offering Price is $0.75 per share, the
Conversion Price would be $0.525 per share; and each share of Series A Stock
would convert into a number of shares of Common Stock determined by dividing
the Conversion Price ($0.525) into $0.60. Similarly, if the Public Offering
Price is $1.00, the Conversion Price would be $0.70, and each share of Series
A Stock would convert into approximately .86 shares of Common Stock ($0.60
DIVIDED BY $0.70). The Conversion Price shall also be subject to successive
adjustments from time to time as set forth below.

(6)(i) In case the Company (x) declares a dividend, or makes a
distribution, on shares of its Common Stock in shares of its Common Stock,
(y) subdivides its outstanding shares of Common Stock into a greater number
of shares of Common Stock or (z) combines its outstanding shares of Common
Stock into a smaller number of shares of Common Stock, the Conversion Price
in effect at the time of the record date for the dividend or distribution or
the effective date of the subdivision or combination will be adjusted by
multiplying such Conversion Price by a fraction, of which the numerator will
be the total number of shares of Common Stock outstanding on the date, and of
which the denominator will be the total number of shares of Common Stock to
be outstanding after giving effect to the event requiring the adjustment of
the Conversion Price.

(ii) In case the Company issues to the holders of its Common Stock
warrants or subscription or other rights to purchase stock of the Company
(except stock options granted to employees), the Company at the same time
shall issue to each record holder of Series A Stock the kind and amount of
the warrants and subscription or other rights so issued which the holder
would have been entitled to receive upon the issuance had all shares of
Series A Stock then owned by the holder been converted immediately prior to
the record date fixed for determining the holders of Common

<PAGE>

Stock entitled to receive the warrants or subscription or other rights.

(iii) In case of any capital reorganization, reclassification of the
Common Stock (including any such reclassification in connection with a
consolidation or merger in which the Company is the continuing corporation),
consolidation or merger of the Company with or into any other corporation
(other than a consolidation or merger in which the Company is the continuing
corporation), or the sale of the properties and assets of the Company as, or
substantially as, an entirety to any other corporation, the record holder of
each share of Series A Stock then outstanding will have the right after the
reorganization, reclassification, consolidation, merger, or sale to convert
such share into the kind and amount of shares of stock or other securities or
property which the Common Stock issuable (at the time of such reorganization,
reclassification, consolidation, merger, or sale) upon conversion of the
share of Series A Stock would have been entitled to receive upon
reorganization, reclassification, consolidation, merger, or sale if the
Series A Stock had been converted immediately prior to the effective date of
reorganization, reclassification, consolidation, merger, or sale. The
instrument effecting or providing for reorganization, reclassification,
consolidation, merger, or sale provides for subsequent adjustments which will
be as nearly equivalent as may be practicable to the adjustments provided for
in this section (e), and the provisions of this subsection (6) shall
similarly apply to successive reorganizations, consolidations, mergers, or
sales.

(iv) Anything in this subsection (6) to the contrary notwithstanding,
the Company is not required to make any adjustment of the Conversion Price
unless the adjustment would result in an increase or decrease of at least 5%
in the Conversion Price; provided, however, that any adjustments that by
reason of this paragraph are not required to be made will be carried forward
and taken into account in any subsequent adjustment.

(v) Whenever the Conversion Price is adjusted as required by the
provisions of this subsection (6), the Company will forthwith (y) file with
each conversion agent a statement showing the adjusted Conversion Price
determined as provided in this subsection 6 and setting forth in reasonable
detail the facts requiring the adjustment of the Conversion Price and the
manner of computing the adjustment, and (z) cause a notice setting forth the
adjusted Conversion Price to be mailed to each record holder of Series A
Stock, at his/her address appearing on the records of the Company.

(7) The issue of stock certificates on conversions of Series A Stock
will be made

<PAGE>

without charge to the converting holder for any tax in respect of the issue.
The Company will not, however, be required to pay any tax which may be
payable in respect of any transfer involved in the issue and delivery of
stock in the name other than that of the record holder of any Series A Stock
converted, and the Company will not be required to issue or deliver any stock
certificate unless and until the person or persons requesting the issue
thereof will have paid to the Company the amount of the tax or will have
established to the satisfaction of the Company that the tax has been paid.

(8) The Company will at all times provide, free from preemptive rights,
out of its authorized but unissued shares, or out of shares held in its
treasury, shares into which the outstanding shares of Series A Stock are then
convertible sufficient to provide for the conversion. If any shares of
Common Stock to be provided for the purpose of conversion of Series A Stock
require registration with or approval of any governmental authority under any
federal or state law, before the shares may be validly issued upon
conversion, then the Company covenants that it will in good faith and as
expeditiously as possible endeavor to secure such registration or approval as
the case may be. The Company covenants that all shares of Common Stock that
may be issued upon conversion of Series A Stock will upon the issuance be
fully paid and non-assessable and free from all taxes, liens, and charges
with respect to the issue.

(f) VOTING. The holders of shares of Series A Stock are entitled to
one vote for each share upon all matters upon which shareholders have the
right to vote. The votes will be counted together with those of any other
shares of capital stock having general voting powers and not separately as a
class or group, except as otherwise provided by law or by the Company's
Articles of Incorporation or by this resolution.

(g) SENIORITY OF STOCK. The Company will not (x) establish any other
series of preferred stock ranking prior to, or authorize any other class of
stock ranking prior to or issuable in series that may, by resolution of the
Board of Directors providing for the issue of the series, rank prior to, the
Series A Stock either as to dividends or upon liquidation, or increase the
authorized number of shares of any such other class or series of stock, or
(y) amend, alter, or repeal any of the provisions of the Articles of
Incorporation or of this resolution so as to affect adversely the
preferences, special rights, or powers of the holders of Series A Stock or
(z) effect a merger or consolidation that would affect adversely the
preferences, special rights, or powers of the holders of the Series A Stock
without the consent given in writing without a meeting, or the affirmative
vote

<PAGE>

given in person or by proxy at a meeting called for the purpose, by the
holders of at least 66 2/3 percent of the shares of Series A Stock then
outstanding.

<PAGE>

SILVER STATE HOLDING, INC.

INCENTIVE STOCK OPTION PLAN

I. PURPOSE.

A. This Incentive Stock Option Plan (the "Plan") is adopted by the
Board of Directors of Silver State Holding, Inc., a Colorado corporation (the
"Company"), on November 9, 1992, to enable the Company to afford certain of its
directors, executive officers and key employees and the directors, executive
officers and key employees of any subsidiary corporation or parent corporation
of the Company who are responsible for the continued growth of the Company, an
opportunity to acquire a proprietary interest in the Company and thus to create
in such directors, executive officers and key employees and increased interest
in, and a greater concern for, the welfare of the Company.

B. The stock options ("Options") offered pursuant to the Plan are a
matter of separate inducement and are not in lieu of any salary or other
compensation for the services of such directors, executive officers or key
employees.

C. The Options granted under the Plan are intended to be either
incentive stock options ("Incentive Options") within the meaning of Section 422A
of the Internal Revenue Code of 1986, as amended (the "Code") or Options that do
not meet the requirements for Incentive Options ("Non-Qualified Options"), but
the Company makes no warranty as to the qualification of any Option as an
Incentive Option.

II. ADMINISTRATION OF THE PLAN.

A. PROCEDURE.

The Plan shall be administered by a Committee of the Board of
Directors of the Company.

1. Subject to subparagraph (2), the Board of Directors shall
appoint a Committee consisting of not less than two members of the Board of
Directors to administer the Plan on behalf of the Board of Directors, subject to
such terms and conditions as the Board of Directors may prescribe. Once
appointed, the Committee shall continue to serve until otherwise directed by the
Board of Directors. All members of the Committee shall be "disinterested
persons" within the meaning of Rule 16b-3(c)(2)(i) (or any successor rule or
regulation) promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). A majority of the members of the Committee shall
constitute a quorum, and the act of a majority of the members of the Committee
shall be the act of the Committee. Any member of the Committee may be removed
at any time, either with or without cause, by resolution adopted by the Board of
Directors, and any vacancy on the Committee may at any time be filled by
resolution adopted by the Board of Directors.

2. Any or all powers and functions of the Committee may at any
time, and from time to time, be exercised by the Board of Directors; provided,
however, that with respect to the participation in the Plan by members of the
Board of Directors, such powers and functions of the Committee may be exercised
by the Board of Directors only if, at the time of such exercise, a majority of
the members of the Board of Directors, as the case may be, and a majority of the
directors acting in a particular matter, are "disinterested persons" within the
meaning of Rule 16b-3(c)(2)(i) (or any successor rule or regulation) promulgated
under the Exchange Act. Any reference in the Plan to the

<PAGE>

Committee shall be deemed also to refer to the Board of Directors, to the extent
that the Board of Directors is exercising any of the powers and functions of the
Committee.

3. Subject to the foregoing subparagraphs (1) and (2), from
time to time the Board of Directors may increase the size of the Committee and
appoint additional members thereof, remove members (with or without cause) and
appoint new members in substitution therefor, fill vacancies however caused, or
remove all members of the Committee and thereafter directly administer the Plan.

B. POWERS OF THE COMMITTEE.

Subject to the provisions of the Plan, the Committee shall have the
authority, in its discretion:

1. to determine the directors, executive officers and key
employees to whom Options shall be granted, the time when such Options shall be
granted, the number of shares which shall be subject to each Option, the
purchase price or exercise price of each share which shall be subject to each
Option, the periods during which such Options shall be exercisable (whether in
whole or in part) and the other terms and provisions with respect to the Options
(which need not be identical);

2. to determine, upon review of relevant information and in
accordance with Article IX hereof, the fair market value of the Common Stock
underlying the Options;

3. to construe the Plan and Options granted thereunder;

4. to accelerate or defer (with the consent of the Optionee)
the exercise of any Option, consistent with the provisions of the Plan;

5. to authorize any person to execute on behalf of the Company
any instrument required to effectuate the grant of an option;

6. to prescribe, amend and rescind rules and regulations
relating to the Plan;

7. to make all other determinations deemed necessary or
advisable for the administration of the Plan.

C. AGREEMENTS WITH OPTIONEE.

Without limiting the foregoing, the Committee shall also have the
authority to require, in its discretion, as a condition to the granting of any
Option, that the Participant agree not to sell or otherwise dispose of shares
acquired pursuant to the Option for a prescribed period following the date of
acquisition of such shares and that in the event of termination of a
directorship or employment of such Participant, other than as a result of
dismissal without cause, the Participant will not, for a period to be fixed at
the time of the grant of the Option, enter into any employment or participate
directly or indirectly in any business or enterprise which is competitive with
the business of the Company or any subsidiary corporation or parent corporation
of the Company, or enter into any employment in which such employee or director
will be called upon to utilize special knowledge obtained through his or her

<PAGE>

directorship or employment with the Company or any subsidiary corporation or
parent corporation thereof.

D. EFFECT OF COMMITTEE'S DECISION.

All decisions, determinations and interpretations of the Committee
shall be final and binding on all Optionees and any other holders of any Options
granted under the Plan.

III. ELIGIBILITY.

A. Non-Qualified Options may be granted only to directors, officers
and other salaried key employees of the Company, or any subsidiary corporation
or parent corporation of the Company now existing or hereafter formed or
acquired, except as hereafter provided. Any person who shall have retired from
active employment by the Company, although such person shall have entered into a
consulting contract with the Company, shall not be eligible to receive an
Option.

B. An Incentive Option may be granted only to salaried key employees
of the Company or any subsidiary corporation or parent corporation of the
Company now existing or hereafter formed or acquired, and not to any director or
officer who is not also an employee.

IV. AMOUNT OF STOCK.

A. The total number of shares of Common Stock of the Company which
may be purchased pursuant to the exercise of Options granted under the Plan
shall not exceed, in the aggregate, 150,000 shares of the authorized Common
Stock, $.0001 par value per share, of the Company (the "Shares"). Shares which
are subject to Options shall be counted only once in determining whether the
maximum number of shares which may be purchased or acquired under the Plan has
been exceeded.

B. Shares which may be acquired under the Plan may either be
authorized but unissued Shares, Shares of issued stock held in the Company's
treasury, or both, at the discretion of the Company. If and to the extent that
Options granted under the Plan expire or terminate without having been
exercised, new Options may be granted with respect to the Shares covered by such
expired or terminated Options, provided that the grant and the terms of such new
Options shall in all respects comply with the provisions of the Plan.

V. EFFECTIVE DATE AND TERM OF THE PLAN.

A. The Plan shall become effective on the date (the "Effective
Date") on which it is adopted by the Board of Directors of the Company;
provided, however, that if the Plan is not approved by a vote of the
Shareholders of the Company within twelve (12) months before or after the
Effective Date, the Plan and any Options granted thereunder shall terminate.

B. The Company may, from time to time during the period beginning on
the Effective Date and ending on December 31, 1995 (the "Termination Date")
grant to persons eligible to participate in the Plan, Options under the terms of
the Plan. Options granted prior to the Termination Date may extend beyond that
date, in accordance with the terms thereof. In no event shall the Termination
Date be later than ten (10) years following the Effective Date.

<PAGE>

C. As used in the Plan, the terms "subsidiary corporation" and
"parent corporation" shall have the meanings ascribed to such terms,
respectively, in Sections 425(f) and 425(e) of the Code.

D. An employee, executive officer or director to whom Options are
granted hereunder may be referred to herein as a "Participant".

VI. LIMITATION ON INCENTIVE OPTIONS.

The amount of aggregate fair market value of the stock determined at the
time of the grant of the Incentive Option for which any employee may be granted
Incentive Options under this Plan in any calendar year shall not exceed the sum
of (i) $100,000 plus (ii) an unused limit carryover amount for any year after
the date of this Plan but prior to the calendar year under consideration. The
unused limit carryover amount shall be determined as one-half of the amount by
which $100,000 exceeds the aggregate fair market value at the time of grant of
an Incentive Option under this Plan for which Incentive Options were granted in
any prior year, but carried over for not more than three (3) years. For this
purpose, Incentive Options granted in any year shall be deemed to first use up
the $100,000.00 current year limitation and then the unused limit carryover
amount from the earliest available year.

VII. TERMS OF OPTIONS.

Stock Options granted pursuant to this Plan shall be evidenced by written
agreements which shall comply with the following terms and conditions:

A. TIME OF EXERCISE.

Any Option may be exercised by the Participant holding such Option for
such period or periods as the Committee shall determine at the date of grant of
such Option. In no event shall any Incentive Option granted to a Participant
owning more than ten percent (10%) of the voting power of all classes of the
Company's stock, or the stock of any subsidiary corporation or parent
corporation, be exercisable by its terms after the expiration of five (5) years
from the date it is granted, nor shall any other Incentive Option granted under
this Plan be exercisable by its terms after ten (10) years from the date it is
granted. The Committee shall have the right to accelerate, in whole or in part,
the expiration date of any Option; and to the extent that an Option is not
exercised within the period of exercisability specified therein, it shall expire
as to the then unexercised portion.

B. TRANSFERABILITY.

Any Option granted under this Plan shall not be transferrable by the
director, executive officer or key employee holding same and may be exercised by
the director, executive officer or key employee only during his lifetime, except
that the Option may be exercisable after the death of such director, executive
officer or key employee in accordance with the laws of descent and distribution.

C. OPTION PRICE.

1. The purchase price for each Share purchasable under any Non-
Qualified Option granted hereunder shall be such amount as the Committee shall
deem appropriate.

<PAGE>

2. The purchase price for shares of stock subject to any
Incentive Option under this Plan, shall not be less than the fair market value
of the stock on the date of the grant of the Incentive Option, which fair market
value shall be determined in good faith at the time of the grant of the
Incentive Option by the Committee administering this Plan. In the event that
any Incentive Option is granted to an employee owning more than ten percent
(10%) of the voting power of all classes of the Company's stock, the purchase
price per share of the stock subject to such an Incentive Option shall not be
less than 110% of the fair market value of the stock on the date of the grant of
such Incentive Option determined in good faith by the Committee.

D. CONSIDERATION FOR SHARES.

The consideration to be paid for the Shares to be issued upon exercise
of an Option, including the method of payment, shall be determined by the
Committee and may consist entirely of cash, check, other shares of common stock
of the Company which have a fair market value on the date of surrender equal to
the aggregate exercise price of the shares as to which said Option shall be
exercised, or any combination of such methods of payment, or such other
consideration and method of payment for issuance of shares to the extent
permitted under applicable provisions of the Colorado Corporation Code and the
Company's Articles of Incorporation and Bylaws.

E. VESTING.

Any Options granted pursuant to this Plan may be made subject to
vesting by the Committee in its discretion.

VIII. SHAREHOLDER APPROVAL.

This Plan shall not be valid unless it shall be approved by the
shareholders of the Company at a regular or special meeting of shareholders
which shall be held within the period of twelve (12) months following the
effective date of this Plan set forth above.

IX. METHOD OF DETERMINATION OF FAIR MARKET VALUE.

A. If the Shares are listed on a national securities exchange in the
United States on any date on which the fair market value per Share is to be
determined, the fair market value per Share shall be deemed to be the average of
the high and low quotations at which such Shares are sold on such national
securities exchange on such date. If the Shares are listed on a national
securities exchange in the United States on such date but the Shares are not
traded on such date, or such national securities exchange is not open for
business on such date, the fair market value per Share shall be determined as of
the closest preceding date on which such exchange shall have been open for
business and the Shares were traded. If the Shares are listed on more than one
national securities exchange in the United States on the date any such Option is
granted, the Committee shall determine which national securities exchange shall
be used for the purpose of determining the fair market value per Share.

B. If a public market exists for the Shares on any date on which the
fair market value per Share is to be determined but the Shares are not listed on
a national securities exchange in the United States, the fair market value per
Share shall

<PAGE>

be deemed to be the mean between the closing bid and asked quotations in the
over-the-counter market for the Shares on such date. If there are no bid and
asked quotations for the Shares on such date, the fair market value per Share
shall be deemed to be the mean between the closing bid and asked quotations in
the over-the-counter market for the Shares on the closest date preceding such
date for which such quotations are available.

C. If no public market exists for the Shares on any date on which
the fair market value per Share is to be determined, the Committee shall, in its
sole discretion and best judgment, determine the fair market value of a Share.

For purposes of this Plan, the determination by the Committee of the fair
market value of a Share shall be conclusive.

X. TERMINATION OF DIRECTORSHIP OR EMPLOYMENT.

A. Upon termination of the directorship or employment of any
Participant with the Company and all subsidiary corporations and parent
corporations of the Company, any Option previously granted to the Participant,
unless otherwise specified by the Committee in the Option, shall, to the extent
not theretofore exercised, terminate and become null and void, provided that:

1. if the Participant shall die while serving as a director or
while in the employ of such corporation or during either the three (3) or one
(1) year period, whichever is applicable, specified in clause A.2 below and at a
time when such Participant was entitled to exercise an Option as herein
provided, the legal representative of such Participant, or such person who
acquired such Option by bequest or inheritance or by reason of the death of the
Participant, may, not later than one (1) year from the date of death, exercise
such Option, to the extent not theretofore exercised, in respect of any or all
of such number of Shares as specified by the Committee in such Option; and

2. if the directorship or employment of any Participant to whom
such Option shall have been granted shall terminate by reason of the
Participant's retirement (at such age or upon such conditions as shall be
specified by the Committee), disability (as described in Section 22(e)(3) of the
Code) or dismissal by the employer other than for cause (as defined below), and
while such Participant is entitled to exercise such Option as herein provided,
such Participant shall have the right to exercise such Option, to the extent not
theretofore exercised, in respect of any or all of such number of Shares as
specified by the Committee in such Option, at any time up to and including (i)
three (3) months after the date of such termination of directorship or
employment in the case of termination by reason of retirement or dismissal other
than for cause, and (ii) one (1) year after the date of termination of
directorship or employment in the case of termination by reason of disability.

In no event, however, shall any person be entitled to exercise
any Option after the expiration of the period of exercisability of such Option
as specified therein.

B. If a Participant voluntarily terminates his directorship or
employment, or is discharged for cause, any Option granted hereunder shall,
unless otherwise specified by the Committee in the Option, forthwith terminate
with respect to any unexercised portion thereof.

C. If an Option shall be exercised by the legal representative of a
deceased Participant, or by a person who acquired an Option or by bequest or
inheritance or by reason of the death of any Participant, written notice of such
exercise shall be accompanied by a certified copy of letter testamentary or
equivalent proof of the right of such legal representative or other person to
exercise such Option.

<PAGE>

D. For the purposes of the Plan, the term "for cause" shall mean:

1. with respect to an employee who is a party to a written
agreement with, or, alternatively, participates in a compensation or benefit
plan of the Company or a subsidiary corporation or parent corporation of the
Company, which agreement or plan contains a definition of "for cause" or "cause"
(or words of like import) for purposes of termination of employment thereunder
by the Company or such subsidiary corporation or parent corporation of the
Company, "for cause" or "cause" as defined in the most recent of such agreements
or plans; or

2. in all other cases, as determined by the Board of Directors,
in its sole discretion, (i) the willful commission by an employee of a criminal
or other act that causes or probably will cause substantial economic damage to
the Company or a subsidiary corporation or parent corporation of the Company or
substantial injury to the business reputation of the Company or a subsidiary
corporation or parent corporation of the Company; (ii) the commission by an
employee of an act of fraud in the performance of such employee's duties on
behalf of the Company or a subsidiary corporation or parent corporation of the
Company; (iii) the continuing willful failure of an employee to perform the
duties of such employee to the Company or a subsidiary corporation or parent
corporation of the Company (other than such failure resulting from the
employee's incapacity due to physical or mental illness) after written notice
thereof (specifying the particulars thereof in reasonable detail) and a
reasonable opportunity to be heard and cure such failure are given to the
employee by the Board of Directors; or (iv) the order of a court of competent
jurisdiction requiring the termination of the employee's employment. For
purposes of the Plan, no act, or failure to act, or the employee's part shall be
considered "willful" unless done or omitted to be done by the employee not in
good faith and without reasonable belief that the employee's action or omission
was in the best interest of the Company or a subsidiary corporation or parent
corporation of the Company.

E. For the purposes of the Plan, an employment relationship shall be
deemed to exist between an individual and a corporation if, at the time of the
determination, the individual was an "employee" of such corporation for purposes
of Section 422(a) of the Code. If an individual is on maternity, military, or
sick leave or other BONA FIDE leave of absence, such individual shall be
considered an "employee" for purposes of the exercise of an Option and shall be
entitled to exercise such Option during such leave if the period of such leave
does not exceed ninety (90) days, or if longer, so long as the individual's
right to reemployment with his employer is guaranteed either by statute or by
contract. If the period of leave exceeds ninety (90) days, the employment
relationship shall be deemed to have terminated on the ninety-first (91) day of
such leave, unless the individual's right to reemployment is guaranteed by
statute or contract.

F. A termination of employment shall not be deemed to occur by
reason of (i) the transfer of a Participant from employment by the Company to
employment by a subsidiary corporation or a parent corporation of the Company,
or (ii) the transfer of a Participant from employment by a subsidiary
corporation or a parent corporation of the Company to employment by the Company
or by another subsidiary corporation or parent corporation of the Company.

XI. RIGHT TO TERMINATE EMPLOYMENT.

The Plan shall not impose any obligation on the Company or on any
subsidiary corporation or parent corporation thereof to continue the employment
of any Participant; and it shall not impose any obligation on the part of any
Participant to remain in the employ of the Company or of any subsidiary
corporation or parent corporation thereof.

<PAGE>

XII. PURCHASE FOR INVESTMENT.

Except as hereafter provided, a Participant shall, upon any exercise of an
Option or Right, execute and deliver to the Company a written statement, in form
satisfactory to the Company, in which such Participant represents and warrants
that such Participant is purchasing or acquiring the Shares acquired thereunder
for such Participant's own account, for investment only and not with a view to
the resale or distribution thereof, and agrees that any subsequent offer for
sale or sale or distribution of any of such Shares shall be made only pursuant
to either (a) a Registration Statement on an appropriate form under the
Securities Act of 1933, as amended (the "Securities Act"), which Registration
Statement has become effective and is current with regard to the Shares being
offered or sold; or (b) a specific exemption from the registration requirements
of the Securities Act, but in claiming such exemption the holder shall, if so
requested by the Company, prior to any offer for sale or sale of such Shares,
obtain a prior favorable written opinion, in form and substance satisfactory to
the Company, from counsel for or approved by the Company, as to the
applicability of such exemption thereto. The foregoing restriction shall not
apply to (i) issuances by the Company so long as the Shares being issued are
registered under the Securities Act and a prospectus in respect thereof is
current, or (ii) reofferings of Shares by affiliates of the Company (as defined
in Rule 405 or any successor rule or regulation promulgated under the Securities
Act) if the Shares being reoffered are registered under the Securities Act and a
prospectus in respect thereof is current.

XIII. EXCHANGE, S.E.C. OR OTHER GOVERNMENTAL REQUIREMENTS.

If any law or regulation of the Securities and Exchange Commission, any
stock exchange, NASDAQ, or any governmental body having jurisdiction shall
require any action to be take in connection with the issuance of shares pursuant
to an Option under this Plan before shares can be delivered to an Optionee, then
the date for issuance of these shares shall be postponed until such action can
be taken.

XIV. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.

Subject to any required action by the shareholders of the Company, the
number of shares of Common Stock covered by each outstanding Option, and the
number of shares of Common Stock which have been authorized for issuance under
the Plan but as to which no Options have yet been granted or which have been
returned to the Plan upon cancellation or expiration of an Option, as well as
the price per share of Common Stock covered by each such outstanding Option,
shall be proportionately adjusted for any increase or decrease in the number of
issued shares of Common Stock resulting from a stock split, reverse stock split,
stock dividend, combination or reclassification of the Common Stock, or any
other increase or decrease in the number of issued shares of Common Stock
effected without receipt of consideration by the Company; provided, however,
that conversion of any convertible securities of the Company shall not be deemed
to have been "effected without receipt of consideration". Such adjustment shall
be made by the Board, whose determination in that respect shall be final,
binding and conclusive. Except as expressly provided herein, no issuance by the
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, shall affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of shares of Common Stock subject
to an Option.

In the event of the proposed dissolution or liquidation of the Company, the
Option will terminate immediately prior to the consummation of such proposed
action, unless otherwise provided by the Board. The Board may, in the exercise
of its sole discretion in such instances, declare that any Option

<PAGE>

shall terminate as of a date fixed by the Board and give each Optionee the right
to exercise his Option as to all or any part of the Optioned Stock, including
Shares as to which the Option would not otherwise be exercisable. In the event
of a proposed sale of all or substantially all of the assets of the Company, or
the merger of the Company with or into another corporation, the Option shall be
assumed or an equivalent option shall be substituted by such successor
corporation or a parent or subsidiary of such successor corporation, unless such
successor corporation does not agree to assume the Option or to substitute an
equivalent option, in which case the Board shall, in lieu of such assumption or
substitution provide for the Optionee to have the right to exercise the Option
as to all of the Optioned Stock, including Shares as to which the Option would
not otherwise be exercisable. If the Board makes an Option fully exercisable in
lieu of assumption or substitution in the event of a merger or sale of assets,
the Board shall notify the Optionee that the Option shall be fully exercisable
for a period of fifteen (15) days from the date of such notice, and the Option
will terminate upon the expiration of such period.

If, as a result of accelerating the time period during which all Options
are exercisable in full in the event of a merger or asset transaction, any
Optionee would incur liability under Section 16(b) of the Securities Exchange
Act of 1934 as a result of the exercise of an accelerated Option, such Optionee
may request the Company to, and the Company shall be obligated to repurchase
such Option for cash equal to the excess of the fair market value on the
advanced termination date of the shares subject to the Option over the Option
exercise price.

XV. ORDER OF EXERCISE OF OPTIONS.

No Option issued pursuant to this Plan shall be exercisable so long as
there is any outstanding Option issued at an earlier date with respect to such
Employee; Options must be exercised in the order in which they are granted.
Notwithstanding anything in this Plan to the contrary in connection with any
corporate transaction to which Section 425(a) of the Code is applicable, there
may be a substitution of a new Option for an old Option granted under this Plan,
or an assumption of an old Option granted under this Plan. Any Optionee who has
a new Option submitted for an old Option granted under this Plan shall, in
connection with the corporate transaction, lose his rights under the old Option.
Nothing in the terms of the assumed or substituted Option shall confer upon the
Optionee more favorable benefits than he had under the old Option.

XVI. CHANGE IN CONTROL.

A. For purposes of the Plan, a "change in control" of the Company
occurs if (i) any "person" (defined as such term is used in Sections 13(d) and
14(d)(2) of the Exchange Act, as amended) is or becomes the beneficial owner,
directly or indirectly) of securities of the Company representing fifty percent
(50%) or more of the combined voting power of the Company's outstanding
securities than entitled to vote for the election of directors; or (ii) during
any period of two (2) consecutive years, individuals who at the beginning of
such period constitute the Board of Directors cease for any reason to constitute
at least a majority thereof; or (iii) the Board of Directors shall approve the
sale of all or substantially all of the assets of the Company or any merger,
consolidation, issuance of securities or purchase of assets, the result of which
would be the occurrence of any event described in clause (i) or (ii) above.

B. In the event of a change in control of the Company (defined
above), the Committee, in its discretion, may determine that, upon the
occurrence of a transaction described in the preceding paragraph, each Option
outstanding hereunder shall terminate within a specified number

<PAGE>

of days after notice to the holder, and such holder shall receive, with respect
to each Share subject to such Option, an amount of cash equal to the excess of
the fair market value of such Share immediately prior to the occurrence of such
transaction over the exercise price per Share of such Option. The provisions
contained in the preceding sentence shall be inapplicable to an Option granted
within six (6) months before the occurrence of a transaction described above if
the holder of such Option is a director or officer of the Company or a
beneficial owner of the Company who is described in Section 16(a) of the
Exchange Act, unless such holder dies or becomes disabled (within the meaning of
Section 22(e)(3) of the Code) prior to the expiration of such six-month period.)

C. Alternatively, the Committee may determine, in its discretion,
that all then outstanding Options shall immediately become exercisable upon a
change of control of the Company.

XVII. WITHHOLDING TAXES.

The Company may require an employee exercising a Non-Qualified Option
granted hereunder, or disposing of Shares acquired pursuant to the exercise of
an Incentive Option in a disqualifying disposition (within the meaning of
Section 421(b) of the Code), to reimburse the corporation that employs such
employee for any taxes required by any government to be withheld or otherwise
deducted and paid by such corporation in respect of the issuance or disposition
of such Shares. In lieu thereof, the employer corporation shall have the right
to withhold the amount of such taxes from any other sums due or to become due
from such corporation to the employee upon such terms and conditions as the
Committee shall prescribe. The employer corporation may, in its discretion,
hold the stock certificate to which such employee is entitled upon the exercise
of an Option as security for the payment of such withholding tax liability,
until cash sufficient to pay that liability has been accumulated.

XVIII. AMENDMENT OF THE PLAN.

The Board of Directors or the Committee may, from time to time, amend the
Plan, provided that, notwithstanding anything to the contrary herein, no
amendment shall be made, without the approval of the shareholders of the
Company, that will (i) increase the total number of Shares reserved for Options
under the Plan (other than an increase resulting from an adjustment provided for
in Article X, Termination of Directorship or Employment), (ii) reduce the
exercise price of any Incentive Option granted hereunder below the price
required by Article IX, Method of Determination of Fair Market Value; (ii)
modify the provisions of the Plan relating to eligibility, or (iv) materially
increase the benefits accruing to participants under the Plan. The Board of
Directors or the Committee shall be authorized to amend the Plan and the Options
granted thereunder to permit the Incentive Options granted thereunder to qualify
as "incentive stock options" within the meaning of Section 422A of the Code.
The rights and obligations under any Option granted before amendment of the Plan
or any unexercised portion of such Option shall not be adversely affected by
amendment of the Plan or the Option without the consent of the holder of the
Option.

XIX. TERMINATION OR SUSPENSION OF THE PLAN.

The Board of Directors or the Committee may at any time and for any or no
reason suspend or terminate the Plan. The Plan, unless sooner terminated under
Article V, Effective Date and Term of the Plan, or by action of the Board of
Directors, shall terminate at the close of business on the Termination Date. An
Option may not be granted while the Plan is suspended or after it is terminated.
Options granted while the Plan is in effect shall not be altered or impaired by
suspension or termination of the Plan, except upon the consent of the person to
whom the Option was granted. The

<PAGE>

power of the Committee under Article II to construe and administer any Options
granted prior to the termination or suspension of the Plan shall continue after
such termination or during such suspension.

XX. GOVERNING LAW.

The Plan, such Options as may be granted thereunder, and all related
matters shall be governed by, and construed and enforced in accordance with, the
laws of the State of Colorado from time to time obtaining.

XXI. PARTIAL INVALIDITY.

The invalidity or illegality of any provision herein shall not be deemed to
affect the validity of any other provision.

XXII. The foregoing Incentive Stock Option Plan of Silver State
Holding, Inc. was approved by a majority of the Board of Directors of the
Company at a special meeting of the Board of Directors on November 9, 1992.

SILVER STATE HOLDING, INC.

By: ------------------------------
Corporate Officer

The foregoing Incentive Stock Option Plan of Silver State Holding, Inc. was
approved by a majority of the shareholders of the Company at a Special Meeting
of Shareholders on November 23, 1992.

By: -------------------------------
Corporate Officer

<PAGE>

PREMIER CONCEPTS, INC.

1995 EMPLOYEE STOCK PURCHASE PLAN

The following constitutes the provisions of the 1995 Stock Purchase Plan
of PREMIER CONCEPTS, INC.

1. PURPOSE.

The purpose of the Plan is to provide employees of the Company and
its Designated Subsidiaries with an opportunity to purchase Common Stock of
the Company through accumulated payroll deductions. It is the intention of
the Company to have the Plan qualify as an "Employee Stock Purchase Plan"
under Section 423 of the Internal Revenue Code of 1986, as amended. The
provisions of the Plan shall, accordingly, be construed so as to extend and
limit participation in a manner consistent with the requirements of that
section of the Code.

2. DEFINITIONS.

(a) "BOARD" shall mean the Board of Directors of the Company.

(b) "CODE" shall mean the Internal Revenue Code of 1986, as amended.

(d) "COMPANY" shall mean PREMIER CONCEPTS, INC., a Colorado
corporation.

(e) "COMPENSATION" shall mean all base straight time gross earnings
plus commissions, but exclusive of payments for overtime, fringe benefits
(including disability benefits), incentive compensation, incentive payments,
bonuses or other compensation.

(f) "DESIGNATED SUBSIDIARIES" shall mean the Subsidiaries which
have been designated by the Board from time to time in its sole discretion as
eligible to participate in the Plan.

(g) "EMPLOYEE" shall mean any individual who is an employee of the
Company for purposes of tax withholding under the Code whose customary
employment with the Company or any Designated Subsidiary is at least twenty
(20) hours per week and more than five (5) months in any calendar year. For
purposes of the Plan, the employment relationship shall be treated as
continuing intact while the individual is on sick leave or other leave of
absence approved by the Company. Where the period of leave exceeds ninety
(90) days and the individual's right to reemployment is not guaranteed either
by statute or by contract, the employment relationship will be deemed to have
terminated on the 91st day of such leave.

(h) "ENROLLMENT DATE" shall mean the first day of each Offering
Period.

(i) "EXERCISE DATE" shall mean the last day of each Offering Period.

(j) "OFFERING PERIOD" shall mean a period of approximately six (6)
months, commencing on the first Trading Day of January and terminating on the
last Trading Day of the following

<PAGE>

June, or commencing on the first Trading Day of July and terminating on the
last Trading Day of the following December, during which an option granted
pursuant to the Plan may be exercised.

(k) "PLAN" shall mean this Employee Stock Purchase Plan.

(l) "RESERVES" shall mean the number of shares of Common Stock
covered by each option under the Plan which have not yet been exercised and
the number of shares of Common Stock which have been authorized for issuance
under the Plan but not yet placed under option.

(m) "SUBSIDIARY" shall mean a corporation, domestic or foreign, of
which not less than fifty percent (50%) of the voting shares are held by the
Company or a Subsidiary, whether or not such corporation now exists or is
hereafter organized or acquired by the Company or a Subsidiary.

(n) "TRADING DAY" shall mean a day on which national stock
exchanges and the National Association of Securities Dealers Automated
Quotation (NASDAQ) System are open for trading.

3. ELIGIBILITY.

(a) Any Employee as defined in paragraph 2 who shall be employed by
the Company on a given Enrollment Date shall be eligible to participate in
the Plan.

(b) Any provisions of the Plan to the contrary notwithstanding, no
Employee shall be granted an option under the Plan (i) if, immediately after
the grant, such Employee (or any other person whose stock would be attributed
to such Employee pursuant to Section 425(d) of the Code) would own stock
and/or hold outstanding options to purchase stock possessing five percent
(5%) or more of the total combined voting power or value of all classes of
stock of the Company or of any subsidiary of the Company, or (ii) which
permits his or her rights to purchase stock under all employee stock purchase
plans of the Company and its subsidiaries to accrue at a rate which exceeds
Twenty-Five Thousand Dollars ($25,000) worth of stock (determined at the fair
market value of the shares at the time such option is granted) for each
calendar year in which such option is outstanding at any time.

4. OFFERING PERIODS.

The Plan shall be implemented by consecutive Offering Periods with a
new Offering Period commencing on the first Trading Day of January and July
of each year, or on such other date as the Board shall determine, and
continuing thereafter until terminated in accordance with paragraph 19
hereof. The Board shall have the power to change the duration of Offering
Periods with respect to future offerings without shareholder approval if such
change is announced at least fifteen (15) days prior to the scheduled
beginning of the first Offering Period to be affected.

5. PARTICIPATION.

(a) An eligible Employee may become a participant in the Plan by
completing a subscription agreement authorizing payroll deductions in the
form of Exhibit A to this Plan and filing it with the Company's payroll
office prior to the close of business on the applicable Enrollment Date,
unless a later time for filing the subscription agreement is set by the Board
for all eligible Employees with respect to a given Offering Period.

-2-

<PAGE>

(b) Payroll deductions for a participant shall commence on the
first payroll following the Enrollment Date and shall end on the last payroll
in the Offering Period to which such authorization is applicable, unless
sooner terminated by the participant as provided in paragraph 10.

6. PAYROLL DEDUCTIONS.

(a) At the time a participant files his or her subscription
agreement, he or she shall elect to have payroll deductions made on each
payday during the Offering Period in an amount not exceeding ten percent
(10%) of the Compensation which he or she receives on each payday during the
Offering Period, and the aggregate of such payroll deductions during the
Offering Period shall not exceed ten percent (10%) of the participant's
Compensation during said Offering Period.

(b) All payroll deductions made for a participant shall be credited
to his or her account under the Plan and will be withheld in whole
percentages only. The aggregate amount of a participating Employee's payroll
deduction under the Plan shall constitute an indebtedness of the Company to
such Employee until applied to the purchase of shares or until payment to
Employee upon exercise of any election to withdraw from the Plan or upon
termination of Employee's participation in the Plan as provided for herein.
Such payroll deductions shall be held by the Company for the benefit of
Employee under the Plan and shall not accrue interest for the period so held.
A participant may not make any additional payments into such account.

(c) A participant may discontinue his or her participation in the
Plan as provided in paragraph 10, or may decrease, but not increase, the rate
of his or her payroll deductions during the Offering Period (within the
limitations of Section 6(a)) by completing or filing with the Company a new
subscription agreement authorizing a change in payroll deduction rate. The
Board shall be authorized to limit the number of participation rate changes
during any Offering Period. The change in rate shall be effective with the
first full payroll period following ten (10) business days after the
Company's receipt of the new subscription agreement unless the Company elects
to process a given change in participation more quickly. A participant's
subscription agreement shall remain in effect for successive Offering Periods
unless revised as provided herein or terminated as provided in paragraph 10.

(d) Notwithstanding the foregoing, to the extent necessary to
comply with Section 423(b)(8) of the Code and paragraph 3(b) herein, a
participant's payroll deductions may be decreased to 0% at such time during
any Offering Period which is scheduled to end during the current calendar
year (the "Current Offering Period") that the aggregate of all payroll
deductions which were previously used to purchase stock under the Plan in a
prior Offering Period which ended during that calendar year plus all payroll
deductions accumulated with respect to the Current Offering Period equal
$25,000. Payroll deductions shall recommence at the rate provided in such
participant's subscription agreement at the beginning of the first Offering
Period which is scheduled to end in the following calendar year, unless
terminated by the participant as provided in paragraph 10.

(e) At the time the option is exercised, in whole or in part, or at
the time some or all of the Company's Common Stock issued under the Plan is
disposed of, the participant must make adequate provision for the Company's
federal, state, or other tax withholding obligations, if any, which arise
upon the exercise of the option or the disposition of the Common Stock. At
any time, the Company may, but will not be obligated to, withhold from the
participant's compensation the amount necessary for the Company to meet
applicable withholding obligations, including any withholding required to
make available to the Company any tax deductions or benefit attributable to
sale or early disposition of Common Stock purchased by the Employee under
this Plan.

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<PAGE>

7. GRANT OF OPTION.

(a) On the Enrollment Date of each Offering Period, each eligible
Employee participating in such offering Period shall be granted an option to
purchase on each Exercise Date during such Offering Period (at the per share
option price) up to a number of shares of the Company's Common Stock
determined by dividing such Employee's payroll deductions accumulated prior
to such Exercise Date and retained in the Participant's account as of the
Exercise Date by the lower of (i) eight-five percent (85%) of the fair market
value of a share of the Company's Common Stock on the Enrollment Date or (ii)
eight-five percent (85%) of the fair market value of a share of the Company's
common Stock on the Exercise Date; provided that in no event shall an
Employee be permitted to purchase during each Offering Period more than a
number of shares of the Company's Common Stock on the Enrollment Date, and
provided further that such purchase shall be subject to the limitations set
forth in Section 3(b) and 12 hereof. Exercise of the option shall occur as
provided in Section 8, unless the participant has withdrawn pursuant to
Section 10, and shall expire on the last day of the Offering Period. Fair
market value of a share of the Company's Common Stock shall be determined as
provided in Section 7 herein.

(b) The option price per share of the shares offered in a given
Offering Period shall be the lower of: (i) 85% of the fair market value of a
share of the Common Stock of the Company on the Enrollment Date; or (ii) 85%
of the fair market value of a share of the Common Stock of the Company on the
Exercise Date. For the purposes of the Plan, the "fair market value" of the
Company's Common Stock on a given date shall be (i) the closing sale price
for the Common Stock on the primary exchange upon which the shares are listed
and traded on the date, or (ii) if the shares are not traded on any national
exchange, the closing sale price for the Common Stock on the NASDAQ National
Market on the date, or (iii) if the shares or neither traded on a national
exchange nor listed on the NASDAQ National Market, then the average of the
bid and ask prices for the Common Stock in the Over-The-Counter Market as
quoted on the NASDAQ Small-Cap Market or (iv) if the shares of Common Stock
are neither traded on a national exchange or the NASDAQ National Market nor
quoted on the NASDAQ Small-Cap Market, the average of the bid and ask prices
for the Common Stock as quoted by any recognized securities quotation service
such as the National Quotation Bureau, Inc. or the OTC Electronic Bulletin
Board on the date. In the event the Enrollment Date or the Exercise Date
occurs on a weekend or legal holiday, the fair market value shall be
determined on the next Trading Date.

8. EXERCISE OF OPTION.

Unless a participant withdraws from the Plan as provided in
paragraph 10 below, his or her option for the purchase of shares will be
exercised automatically on the Exercise Date, and the maximum number of full
shares subject to option shall be purchased for such participant at the
applicable option price with the accumulated payroll deductions in his or her
account. No fractional shares will be purchased and any payroll deductions
accumulated in a participant's account which are not used to purchase shares
shall be refunded to the participant or retained in the participant's account
for the subsequent Offering Period, as the Board or its committee shall
determine, subject to an earlier withdrawal by the participant as provided in
paragraph 10. During a participant's lifetime, a participant's option to
purchase shares hereunder is exercisable only by him or her.

9. DELIVERY.

As promptly as practicable after each Exercise Date on which a
purchase of shares occurs, the Company shall arrange the delivery to each
participant, as appropriate, of a certificate representing the shares
purchased upon exercise of his or her option.

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<PAGE>

10. WITHDRAWAL; TERMINATION OF EMPLOYMENT.

(a) A participant may withdraw all but not less than all the
payroll deductions credited to his or her account and not yet used to
exercise his or her option under the Plan at any time by giving written
notice to the Company in the form of Exhibit B to this Plan. All of the
participant's payroll deductions credited to his or her account will be paid
to such participant without interest, less payroll tax deductions customarily
withheld by the Company, promptly after receipt of notice of withdrawal and
such participant's option for the Offering Period will be automatically
terminated, and no further payroll deductions for the purchase of shares will
be made during the Offering Period. If a participant withdraws from an
Offering Period, payroll deductions will not resume at the beginning of the
succeeding Offering Period unless the participant delivers to the Company a
new subscription agreement.

(b) Upon a participant's ceasing to be an Employee for any reason
or upon termination of a participant's employment relationship (as described
in Section 2(g)), the payroll deductions credited to such participant's
account during the Offering Period but not yet used to exercise the option
will be returned to such persons entitled thereto under paragraph 14, and
such participant's option will be automatically terminated.

(c) In the event an Employee fails to remain an Employee of the
Company for at least twenty (20) hours per week during an Offering Period in
which the Employee is a participant, he or she will be deemed to have elected
to withdraw from the Plan and the payroll deductions credited to his or her
account will be returned to such participant and such participant's option
terminated.

(d) A participant's withdrawal from an Offering Period will not
have any effect upon his or her eligibility to participate in any similar
plan which hereafter be adopted by the Company or in succeeding Offering
Periods which commence after the termination of the Offering Period from
which the participant withdraws.

11. INTEREST.

No interest shall accrue on the payroll deductions of a participant
in the Plan.

12. STOCK.

(a) The maximum number of shares of the Company's Common Stock
which shall be made available for sale under the Plan shall be 50,000 shares
per Offering Period, with a maximum of 300,000 shares under the Plan, subject
to adjustment upon changes in capitalization of the Company as provided in
paragraph 18. If on a given Exercise Date the number of shares with respect
to which options are to be exercised exceeds the number of shares then
available under the Plan, the Company shall make a PRO RATA allocation of the
shares remaining available for purchase in as uniform a manner as shall be
practicable and as it shall determine to be equitable.

(b) The participant will have no interest or voting right in shares
covered by his option until such option has been exercised.

(c) Shares to be delivered to a participant under the Plan will be
registered in the name of the participant or in the name of the participant
and his or her spouse.

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<PAGE>

13. ADMINISTRATION.

The Plan shall be administered by the Board of the Company or a
committee of members of the Board appointed by the Board. The Board or its
committee shall have full and exclusive discretionary authority to construe,
interpret and apply the terms of the Plan, to determine eligibility and to
adjudicate all disputed claims filed under the Plan. Every finding, decision
and determination made by the Board or its committee shall, to the full
extent permitted by laws, be final and binding upon all parties. Members of
the Board who are eligible Employees are permitted to participate in the
Plan, provided that:

(a) Members of the Board who are eligible to participate in the
Plan may not vote on any matter affecting the administration of the Plan or
the grant of any option pursuant to the Plan.

(b) If a Committee is established to administer the Plan, no member
of the Board who is eligible to participate in the Plan may be a member of
the Committee.

14. DESIGNATION OF BENEFICIARY.

(a) A participant may file a written designation of a beneficiary
who is to receive any shares and cash, if any, from the participant's account
under the Plan in the event of such participant's death subsequent to an
Exercise Date on which the option is exercised but prior to delivery to such
participant of such shares and cash. In addition, a participant may file a
written designation of a beneficiary who is to receive any cash from the
participant's account under the Plan in the event of such participant's death
prior to exercise of the option.

(b) Such designation of beneficiary may be changed by the
participant at any time by written notice. In the event of the death of a
participant and in the absence of a beneficiary validly designated under the
Plan who is living at the time of such participant's death, the Company shall
deliver such shares and/or cash to the executor or administrator of the
estate of the participant, or if no such executor or administrator has been
appointed (to the knowledge of the Company), the Company, in its discretion,
may deliver such shares and/or cash to the spouse or to any one or more
dependents or relatives of the participant, or if no spouse, dependent or
relative is known to the Company, then to such other person as the Company
may designate.

15. TRANSFERABILITY.

Neither payroll deductions credited to a participant's account nor
any rights with regard to the exercise of an option or to receive shares
under the Plan may be assigned, transferred, pledged or otherwise disposed of
in any way (other than by will, the laws of descent and distribution or as
provided in paragraph 14 hereof) by the participant. Any such attempt at
assignment, transfer, pledge or other disposition shall be without effect,
except that the Company may treat such act as an election to withdraw funds
from an Offering Period in accordance with paragraph 10.

16. USE OF FUNDS.

All payroll deductions received or held by the Company under the
Plan may be used by the Company for any corporate purpose, and the Company
shall not be obligated to segregate such payroll deductions.

-6-

<PAGE>

17. REPORTS.

Individual accounts will be maintained for each participant in the
Plan. Statements of account will be given to participating Employees at
least semi-annually, which statements will set forth the amounts of payroll
deductions, the per share purchase price, the number of shares purchased and
the remaining cash balance, if any.

18. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

Subject to any required action by the shareholders of the Company,
the Reserves as well as the price per share of Common Stock covered by each
option under the Plan which has not yet been exercised, shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a stock slit, reverse stock split,
stock dividend, combination or reclassification of the Common Stock, or any
other increase or decrease in the number of shares of Common Stock effected
without receipt of consideration by the Company; provided, however, that
conversion of any convertible securities of the Company shall not be deemed
to have been "effected without receipt of consideration." Such adjustment
shall be made by the Board, whose determination in that respect shall be
final, binding and conclusive. Except as expressly provided herein, no issue
by the Company of shares of stock of any class, or securities convertible
into shares of stock of any class, shall affect, and no adjustment by reason
thereof shall be made with respect to, the number or price of shares of
Common Stock subject to an option.

In the event of the proposed dissolution or liquidation of the
Company, the Offering Period will terminate immediately prior to the
consummation of such proposed action, unless otherwise provided by the Board.
In the event a proposed sale of all or substantially all of the assets of
the Company, or the merger of the company with or into another corporation,
each option under the Plan shall be assumed or an equivalent option shall be
substituted by such successor corporation or a parent or subsidiary of such
successor corporation, unless the Board determines, in the exercise of its
sole discretion and in lieu of such assumption or substitution, to shorten
the Offering Period then in progress by setting a new Exercise Date (the "New
Exercise Date"). If the Board shortens the Offering Period then in progress
in lieu of assumption or substitution in the event of a merger or sale of
assets, the Board shall notify each participant in writing, at least ten (10)
days prior to the New Exercise Date, that the Exercise Date for his option
has been changed to the New Exercise Date and that his option will be
exercised automatically on the New Exercise Date, unless prior to such date
he has withdrawn from the Offering Period, as provided in paragraph 10. For
purposes of this paragraph, an option granted under the Plan shall be deemed
to be assumed if, following the sale of assets or merger, the option confers
the right to purchase, for each share of option stock subject to the option
immediately prior to the sale of assets or merger, the consideration (whether
stock, cash or other securities or property) received in the sale or assets
or merger by holders of Common Stock for each share of Common Stock held on
the effective date of the transaction (and if such holders were offered a
choice of consideration, the type of consideration chosen by the holders of a
majority of the outstanding shares of Common Stock); provided, however, that
if such consideration received in the sale of assets or merger was not solely
common stock of the successor corporation or its parent (as defined in
Section 425(e) of the Code), the Board may, with the consent of the successor
corporation and the participant, provide for the consideration to be received
upon exercise of the option to be solely common stock of the successor
corporation or its parent equal in fair market value to the per share
consideration received by holders of Common Stock and the sale of assets or
merger.

-7-

<PAGE>

The Board may, if it so determines in the exercise of its sole
discretion, also make provision for adjusting the Reserve, as well as the
price per share of Common Stock covered by each outstanding option, in the
event the Company effects one or more reorganizations, recapitalizations,
rights of offerings or other increases or reductions of shares of its
outstanding Common Stock, and in the event of the Company being consolidated
with or merged into any other corporation.

19. AMENDMENT OR TERMINATION.

(a) The Board of Directors of the Company may at any time and for
any reason terminate or amend the Plan. Except as provided in paragraph 18,
no such termination can affect options previously granted, provided that an
Offering Period may be terminated by the Board of Directors on any Exercise
Date if the Board determines that the termination of the Plan is in the best
interests of the Company and its shareholders. Except as provided in
paragraph 18, no amendment may make any change in any option theretofore
granted which adversely affects the rights of any participant. To the extent
necessary to comply with Rule 16b-3, Section 423 of the Code (or any
successor rule or provision or any other applicable law or regulation), the
Company shall obtain shareholder approval in such a manner and to such a
degree as required.

(b) Without shareholder consent and without regard to whether any
participant rights may be considered to have been "adversely affected," the
Board (or its committee) shall be entitled to change the Offering Periods,
limit the frequency and/or number of changes in the amount withheld during an
Offering Period, establish the exchange ratio applicable to amounts withheld
in a currency other than U.S. dollars, permit payroll withholding in excess
of the amount designated by a participant in order to adjust for delays or
mistakes in the Company's processing of properly completed withholding
elections, establish reasonable waiting and adjustment periods and/or
accounting and crediting procedures to ensure that amounts applied toward the
purchase of Common Stock for each participant properly correspond with
amounts withheld from the participant's Compensation, and establish such
other limitations or procedures as the Board (or its committee) determines in
its sole discretion advisable which are consistent with the Plan.

20. NOTICES.

All notices or other communications by a participant to the Company
under or in connection with the Plan shall be deemed to have been duly given
when received in the form specified by the Company at the location, or by the
person, designated by the Company for the receipt thereof.

21. CONDITIONS UPON ISSUANCE OF SHARES.

Shares shall not be issued with respect to an option unless the
exercise of such option and the issuance and delivery of such shares pursuant
thereto shall comply with all applicable provisions of law, domestic or
foreign, including, without limitation, the Securities Act of 1933, as
amended, the Securities Exchange Act of 1934, as amended, the rules and
regulations promulgated thereunder, and the requirements of any stock
exchange upon which the shares may then be listed, and shall be further
subject to the approval of counsel for the Company with respect to such
compliance.

As a condition to the exercise of an option, the Company may require
the person exercising such option to represent and warrant at the time of any
such exercise that the shares are being purchased only for investment and
without any present intention to sell or distribute such shares if, in the

-8-

<PAGE>

opinion of counsel for the Company, such a representation is required by any
of the aforementioned applicable provisions of law.

22. TERM OF PLAN.

The Plan shall become effective upon its approval by the
shareholders of the Company and the declaration of effectiveness of the
Company's Registration Statement filed with the S.E.C. under the Securities
Act of 1933, as amended, covering the ESPP and the shares issuable pursuant
to the ESPP. It shall continue in effect for a term of three (3) years
unless sooner terminated under paragraph 19.

PREMIER CONCEPTS, INC.

By: __________________________________________
Corporate Officer

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<PAGE>

EXHIBIT A

PREMIER CONCEPTS, INC.

1995 EMPLOYEE STOCK PURCHASE PLAN

SUBSCRIPTION AGREEMENT

________ Original Application Enrollment Date:__________________________

________ Decrease in Payroll Deduction Rate

________ Change of Beneficiary(ies)

1.
_______________________________________________________________________________
hereby elects to participate in the PREMIER CONCEPTS, INC. 1995 EMPLOYEE
STOCK PURCHASE PLAN (the "ESPP") and subscribes to purchase shares of the
Company's Common Stock in accordance with this Subscription Agreement and
the ESPP.

2. I hereby authorize payroll deductions from each paycheck in the amount of
_____________% of my Compensation on each payday (not to exceed 10%)
during the Offering Period in accordance with the ESPP. (Please note that
no fractional percentages are permitted.)

3. I understand that said payroll deduction shall be accumulated without
interest for the purchase of shares of Common Stock at the applicable
purchase price determined in accordance with the ESPP. I understand that if
I do not withdraw from an Offering Period, any accumulated payroll
deductions will be used to automatically exercise my option. I further
understand that if I do withdraw from an Offering Period, accumulated
payroll deductions will be paid to me, without interest, less deductions for
any applicable withholding obligation of the Company.

4. I have received a copy of the complete "Premier Concepts, Inc. 1995
Employee Stock Purchase Plan." I understand that my participation in the
ESPP is in all respects subject to the terms of the Plan. I understand that
the grant of the option by the Company under this Subscription Agreement is
subject to obtaining shareholder approval of the ESPP.

5. Shares purchased for me under the ESPP should be issued in the name(s) of:

_______________________________________________________________________________

6. I understand that if I dispose of any shares received by me pursuant
to the ESPP within two (2) years after the Enrollment Date (the first
day of the Offering Period during which I purchased such shares), I will
be treated for federal income tax purposes as having received ordinary
income at the time of such disposition in an amount equal to the excess
of the fair market value of the shares at the time such shares were
delivered to me over the price which I paid for the shares. I HEREBY
AGREE TO NOTIFY THE COMPANY IN WRITING WITHIN THIRTY (30) DAYS AFTER THE
DATE OF ANY SUCH DISPOSITION AND I WILL MAKE ADEQUATE PROVISION FOR
FEDERAL, STATE OR OTHER TAX WITHHOLDING OBLIGATIONS, IF ANY, WHICH ARISE
UPON THE DISPOSITION OF THE COMMON STOCK. The Company may, but will not
be obligated to, withhold from my compensation the amount

<PAGE>

necessary to meet any applicable withholding obligation including any
withholding necessary to make available to the Company any tax
deductions or benefits attributable to sale or early disposition of
Common Stock by me. If I dispose of such shares at any time after the
expiration of the two-year holding period, I understand that I will be
treated for federal income tax purposes as having received income only
at the time of such disposition, and that such income will be taxed as
ordinary income only to the extent of an amount equal to the lesser of
(1) the excess of the fair market value of the shares at the time of
such disposition over the purchase price which I paid for the shares, or
(2) 15% of the fair market value of the shares on the first day of the
Offering Period. The remainder of the gain, if any, recognized on such
disposition will be taxed as capital gain.

7. I hereby agree to be bound by the terms of the ESPP. The
effectiveness of this Subscription Agreement is dependent upon my
eligibility to participate in the ESPP.

8. In the event of my death, I hereby designate the following as my
beneficiary(ies) to receive all payments and shares due me under the
ESPP:

NAME (Please print): __________________________________________________________
(First) (Middle) (Last)

___________________________________ _______________________________________
Relationship

_______________________________________
(Address)

NAME (Please print): __________________________________________________________
(First) (Middle) (Last)

___________________________________ _______________________________________
Relationship

_______________________________________
(Address)

Employee's Social Security Number: _______________________________________

Employee's Address: _______________________________________

_______________________________________

I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT
THROUGHOUT SUCCESSIVE PERIODS UNLESS TERMINATED BY ME.

Dated: ------------------------- ---------------------------------------

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<PAGE>

EXHIBIT B

PREMIER CONCEPTS, INC.

1995 EMPLOYEE STOCK PURCHASE PLAN

NOTICE OF WITHDRAWAL

The undersigned participant in the Offering Period of the PREMIER
CONCEPTS, INC. 1995 EMPLOYEE STOCK PURCHASE PLAN which began on
_______________________, 19____ (the "Enrollment Date") hereby notifies the
company that he or she hereby withdraws from the Offering Period. He or she
hereby directs the Company to pay to the undersigned as promptly as
practicable all the payroll deductions credited to his or her account with
respect to such Offering Period. The undersigned understands and agrees that
his or her option for such Offering Period will be automatically terminated.
The undersigned understands further that no further payroll deductions will
be made for the purchase or shares in the current Offering Period and the
undersigned shall be eligible to participate in succeeding Offering Periods
only by delivering to the Company a new Subscription Agreement.

Name and address of Participant

_______________________________________
_______________________________________
_______________________________________
Signature

_______________________________________

Date: _________________________________

<PAGE>

PREMIER CONCEPTS, INC.

COHIG & ASSOCIATES, INC.

REPRESENTATIVE'S SHARE OPTION AGREEMENT

Dated as of ________

<PAGE>

REPRESENTATIVE'S SHARE OPTION AGREEMENT

THIS REPRESENTATIVE'S SHARE OPTION AGREEMENT (the "Agreement"), dated as
of ____, is made and entered into by and between PREMIER CONCEPTS, INC., a
Colorado corporation (the "Company"), and COHIG & ASSOCIATES, INC. ("Cohig").

The Company agrees to issue and sell, and Cohig agrees to purchase, for
the price of $100, Options to purchase up to an aggregate of 100,000 of the
Company's Common Stock, subject to the terms and conditions set forth below.

In consideration of the foregoing and for the purpose of defining the
terms and provisions of the Options and the respective rights and obligations
thereunder, the Company and Cohig, for value received, hereby agree as
follows:

SECTION 1. DEFINITIONS

The following terms used in this agreement shall have the following
meanings (unless otherwise expressly provided herein):

1.1. THE "ACT." The Securities Act of 1933, as amended.

1.2. THE "COMMISSION." The Securities and Exchange Commission.

1.3. THE "COMPANY." Premier Concepts, Inc., a Colorado corporation.

1.4. "COMMON STOCK." The Company's $.002 par value Common Stock.

1.5. "CURRENT MARKET PRICE." The Current Market Price shall be
determined as follows:

if the security at issue is listed on a national securities exchange or
admitted to unlisted trading privileges on such an exchange or quoted on
NASDAQ, the current value shall be the last reported sale price of that
security on such exchange or system on the last business day prior to the
date of the applicable exercise of the Options or, if no such sale is made on
such day, the average of the highest closing bid and lowest asked price for
such day on such exchange or system; or

if the security at issue is not so listed or quoted or admitted to
unlisted trading privileges, the current market value shall be the average of
the last reported highest bid and lowest asked prices quoted by the National
Quotation Bureau, Inc. on the last business day prior to the day of the
applicable exercise of the Options; or

if the security at issue is not so listed or quoted or admitted to
unlisted trading privileges and bid and asked prices are not reported, the
current market value shall be determined in such

<PAGE>

reasonable manner as may be prescribed from time to time by the Board of
Directors of the Company, subject to the objection and arbitration procedure
as described in Section 6 below.

1.6. "EFFECTIVE DATE." ___________________.

1.7. "EXERCISE DATE." [one year from Effective Date].

1.8. "EXERCISE PRICE" $__________ per Share, as modified in accordance
with Section 4, below.

1.9. "EXPIRATION DATE." [five years from Effective Date].

1.10. "HOLDER." Cohig & Associates, Inc., and any valid transferee
thereof pursuant to Section 3.1. below.

1.11. "MAJORITY HOLDER." Any Holder, any holder of Option
Securities, or any combination of Holders and such holders of Option
Securities; and any Holder of Warrant Options, any holder of Warrant Option
Securities, or any combination of such Holders and such holders of Warrant
Option Securities, if they hold, in the aggregate, unexercised Options plus
issued and outstanding Option Securities equal to more than 50% of the total
of (i) all Option Securities issued and outstanding as a result of the
exercise of the Option, and (ii) all Option Securities that may at that time
be purchased by exercising the unexercised portion of the Option. For
purposes hereof, a Holder of an Option which entitles the Holder to purchase
more than one share or Warrant shall be deemed to hold Options equal to the
number of shares or Warrants which may be acquired pursuant to any such
Option.

1.12. "NASD." The National Association of Securities Dealers, Inc.

1.13. "NASDAQ." The electronic inter-dealer quotation system
operated by NASDAQ, Inc.

<PAGE>

1.14. "OPTION." An Option issued in accordance with the terms of
this Agreement and any Option issued in substitution for or replacement of
such Option, or any Option into which such Option may be divided or
exchanged.

1.15. "OPTION CERTIFICATE." A certificate substantially in the form
of Exhibit A to this Agreement, issued to a Holder to evidence the Options
held by such Holder.

1.16. "OPTION SECURITIES." The Common Stock purchasable upon
exercise of an Option.

1.17. "PUBLIC OFFERING." The public offering by the Company of
1,000,000 shares of Common Stock and 1,000,000 warrants pursuant to an
underwriting agreement dated as of ______, between the Company and Cohig as
Representative of the several Underwriters named in the underwriting
agreement.

1.18. "TERMINATION OF BUSINESS." Any sale, lease or exchange of
all, or substantially all, of the Company's assets or business or any
dissolution, liquidation or winding up of the Company.

1.19. "UNDERWRITER." A broker-dealer identified as an Underwriter in
the Final Prospectus for the Public Offering.

1.20. "WARRANT OPTIONS." Those options to purchase Warrants issued
to the Holder concurrently with the issuance of the Share Options under this
Agreement, pursuant to a Representative's Warrant Option Agreement dated the
date of this Agreement.

SECTION 2. TERM OF OPTIONS; EXERCISE OF OPTION

2.1 EXERCISE OF OPTION. Subject to the terms of this Agreement, the
Holder shall have the right, at any time during the four-year period
commencing at 9:00 a.m., Colorado time, on the Exercise Date and ending at
5:00 p.m., Colorado time, on the Expiration Date to purchase from the Company
up to the number of fully paid and nonassessable Shares to which the Holder
may at the time be entitled to purchase pursuant to this Agreement, upon
surrender to the Company, at its principal office, of the certificate
evidencing the Options to be exercised, together with the purchase form on
the reverse thereof, or the Cashless Exercise Form in the case of a cashless
exercise pursuant to Section 2.2 herein, duly filled in and signed, and upon
payment to the Company of the Exercise Price for the number of Shares in
respect of which such Options are then exercised, but in no event for less
than 100 Shares (unless fewer than an aggregate of 100 shares are then
purchasable under all outstanding Options held by a Holder).

2.2 PAYMENT OF EXERCISE PRICE. Payment of the aggregate Exercise Price
shall be made

(i) in cash or by check, or any combination thereof; or

<PAGE>

(ii) upon the request of the Holder and with the approval of the
Company, by means of a "Cashless Exercise." In the event of a Cashless
Exercise, the Holder shall exchange its Option for such number of shares of
Common Stock determined by multiplying the number of Shares by a fraction,
the numerator of which shall be the difference between the Average Current
Market Price per share of Common Stock and the Exercise Price, and the
denominator of which shall be the Average Current Market Price per share of
Common Stock. For purposes of this Section 2.2 only, the "Average Current
Market Price" per share of Common Stock at any date shall be deemed to be the
average of the Current Market Prices for 20 consecutive trading days
commencing 21 trading days before such date.

2.3. DELIVERY OF WARRANT CERTIFICATE. Subject to Section 11, upon
receipt of an Option Certificate with the Notice of Exercise thereon duly
executed, together with payment in full of the Exercise Price for the Shares
being purchased by such exercise, the Company shall requisition from any
transfer agent for the Shares, and upon receipt shall make delivery of
certificates evidencing the total number of whole Shares for which Options
are then being exercised, together with cash as provided in Section 12 hereof
in respect of any fractional Share otherwise issuable upon such surrender.
The certificates shall be in such names and denominations as are required for
delivery to, or in accordance with the instructions of the Holder; provided
that if fewer than all Shares issuable on exercise of an Option Certificate
are purchased, the Company (if so requested) shall issue such balance Option
Certificate for the balance of the Shares. Such certificates for the Shares
shall be deemed to be issued, and the person to whom such Shares are issued
of record shall be deemed to have become a holder of record of such Shares,
as of the date of the surrender of such Option Certificate and payment of the
Exercise Price, whichever shall last occur; provided further that if the
books of the Company with respect to the Shares shall be closed as of such
date, the certificates for such Shares shall be deemed to have been issued,
and the person to whom such Shares are issued of record shall be deemed to
have become a record holder of such Shares, as of the date on which such
books shall next be open (whether before, on or after the applicable
Expiration Date) but at the Exercise Price and upon the other conditions in
effect upon the date of surrender of the Option Certificate and payment of
the Exercise Price, whichever shall have last occurred, to the Company.

SECTION 3. TRANSFERABILITY AND FORM OF OPTION

3.1. LIMITATION ON TRANSFER. The Options may not be sold, transferred,
assigned, pledged or hypothecated until the Exercise Date, except for (a) the
sale, transfer, or assignment, in whole or in part, to or among the officers
of Cohig and other Underwriters and the officers or partners of those
Underwriters, (b) the transfer by operation of law as a result of the death
of any transferee to whom all or a portion of the Options may be transferred,
and (c) the transfer to any successor to the business of an Underwriter. All
sales, transfers, assignments or hypothecations of the Options after the
Exercise Date must be in compliance with Section 11 hereof. Any assignment
or transfer of an Option shall be made by the presentation and surrender of
this Option to the Company at its principal office or the office of its
transfer agent,

<PAGE>

if any, accompanied by a duly executed Assignment Form, in the form attached
to and by this reference incorporated in this Option as Exhibit B. Upon the
presentation and surrender of these items to the Company, the Company, at its
sole expense, shall execute and deliver to the new Holder or Holders a new
Option or Options, subject to the terms and conditions of this Option
Agreement, in the name of the new Holder or Holders as named in the
Assignment Form, and the Option shall at that time be canceled.

3.2. EXCHANGE OF CERTIFICATE. Any Option Certificate may be exchanged
for another certificate or certificates entitling the Holder to purchase a
like aggregate number of Shares as the certificate or certificates
surrendered then entitled such Holder to purchase. Any Holder desiring to
exchange an Option Certificate shall make such request in writing delivered
to the Company, and shall surrender, properly endorsed, with signatures
guaranteed, the certificate evidencing the Option to be so exchanged.
Thereupon, the Company shall execute and deliver to the person entitled
thereto a new Option Certificate as so requested.

3.3. MUTILATED, LOST, STOLEN, OR DESTROYED CERTIFICATE. In case the
certificate or certificates evidencing the Options shall be mutilated, lost,
stolen or destroyed, the Company shall, at the request of the Holder, issue
and deliver in exchange and substitution for and upon cancellation of the
mutilated certificate or certificates, or in lieu of and substitution for the
certificate or certificates lost, stolen or destroyed, a new Option
Certificate or certificates of like tenor and representing an equivalent
right or interest, but only upon receipt of evidence satisfactory to the
Company of such loss, theft or destruction of such Option and a bond of
indemnity, if requested, also satisfactory in form and amount, at the
applicant's cost. Applicants for such substitute Option Certificate shall
also comply with such other reasonable regulations and pay such other
reasonable charges as the Company may prescribe.

3.4. FORM OF CERTIFICATE. The text of the Option Certificate and of the
form of election to purchase Shares shall be substantially as set forth in
Exhibit A attached hereto. The number of Shares issuable upon exercise of
the Options is subject to adjustment upon the occurrence of certain events,
all as hereinafter provided. The Option Certificates shall be executed on
behalf of the Company by its President or by a Vice President and attested to
by its Secretary or an Assistant Secretary. An Option Certificate bearing
the signature of an individual who was at any time the proper officer of the
Company shall bind the Company, notwithstanding that such individual shall
have ceased to hold such officer prior to the delivery of such Option
Certificate or did not hold such office on the date of this Agreement.

3.5. DATE OF CERTIFICATE. The Option Certificates shall be dated as of
the date of signature thereof by the Company either upon initial issuance or
upon division, exchange, substitution or transfer.

SECTION 4. ADJUSTMENT OF NUMBER OF SHARES

The number and kind of securities purchasable upon the exercise of the
Options and the

<PAGE>

Option Price shall be subject to adjustment from time to time upon the
happening of certain events, as follows:

4.1. ADJUSTMENTS. The number of Shares purchasable upon the exercise of
the Options shall be subject to adjustments as follows:

In case the Company shall (i) pay a dividend in Common Stock or make a
distribution to its shareholders in Common Stock, (ii) subdivide its
outstanding Common Stock, (iii) combine its outstanding Common Stock into a
smaller number of shares of Common Stock, or (iv) issue by classification of
its Common Stock other securities of the Company, the number of Shares
purchasable upon exercise of the Options immediately prior thereto shall be
adjusted so that the Holder shall be entitled to receive the kind and number
of Shares or other securities of the Company which it would have owned or
would have been entitled to receive immediately after the happening of any of
the events described above, had the Options been exercised immediately prior
to the happening of such event or any record date with respect thereto. Any
adjustment made pursuant to this subsection 4.1(a) shall become effective
immediately after the effective date of such event retroactive to the record
date, if any, for such event.

If, prior to the expiration of the Options by exercise, by their terms,
or by redemption, the Company shall be recapitalized by reclassifying its
outstanding shares of Common Stock into shares with a different par value, or
by changing its outstanding shares of Common Stock into shares without par
value or in the event of any other material change of the capital structure
of the Company or of any successor corporation by reason of any
reclassification, recapitalization or conveyance, prompt, proportionate,
equitable, lawful and adequate provision shall be made whereby any Option
Holder shall thereafter have the right to purchase, on the basis and the
terms and conditions specified in this Agreement, in lieu of the Option
Shares theretofore purchasable on the exercise of any Option, such securities
or assets as may be issued or payable with respect to or in exchange for the
number of Option Shares theretofore purchasable on exercise of the Options
had such reclassification, recapitalization or conveyance not taken place;
and in any such event, the rights of any Option Holder to any adjustment in
the number of Option Shares purchasable on exercise of such Option, as set
forth above, shall continue to be preserved in respect of any stock,
securities or assets which the Option Holder becomes entitled to purchase.

(a) In case the Company shall issue rights, options, warrants, or
convertible securities to all or substantially all holders of its Common
Stock, without any charge to such holders, entitling them to subscribe for or
purchase Common Stock at a price per share which is lower at the record date
mentioned below than the then Current Market Price, the number of Shares
thereafter purchasable upon the exercise of each Option shall be determined
by multiplying the number of Shares theretofore purchasable upon exercise of
the Options by a fraction, of which the numerator shall be the number of
shares of Common Stock outstanding immediately prior to the issuance of such
rights, options, warrants or convertible securities plus the number of
additional shares of Common Stock offered for subscription or purchase, and of

<PAGE>

which the denominator shall be the number of shares of Common Stock
outstanding immediately prior to the issuance of such rights, options,
warrants, or convertible securities plus the number of shares which the
aggregate offering price of the total number of shares offered would purchase
at such Current Market Price. Such adjustment shall be made whenever such
rights, options, warrants, or convertible securities are issued, and shall
become effective immediately and retroactively to the record date for the
determination of shareholders entitled to receive such rights, options,
warrants, or convertible securities.

(b) In case the Company shall distribute to all or substantially
all holders of its Common Stock evidences of its indebtedness or assets
(excluding cash dividends or distributions out of earnings) or rights,
options, warrants, or convertible securities containing the right to
subscribe for or purchase Common Stock (excluding those referred to in
subsection 4.1(b) above), then in each case the number of Shares thereafter
purchasable upon the exercise of the Options shall be determined by
multiplying the number of Shares theretofor purchasable upon exercise of the
Options by a fraction, of which the numerator shall be the then Current
Market Price on the date of such distribution, and of which the denominator
shall be such Current Market Price on such date minus the then fair value
(determined as provided in subsection 4.1(g)(y) below) of the portion of the
assets or evidences of indebtedness so distributed or of such subscription
rights, options, warrants, or convertible securities applicable to one share.
Such adjustment shall be made whenever any such distribution is made and
shall become effective on the date of distribution retroactive to the record
date for the determination of shareholders entitled to receive such
distribution.

(c) No adjustment in the number of Shares purchasable pursuant to
the Options shall be required unless such adjustment would require an
increase or decrease of at least one percent in the number of Shares then
purchasable upon the exercise of the Options or, if the Options are not then
exercisable, the number of Shares purchasable upon the exercise of the
Options on the first date thereafter that the Options become exercisable;
provided, however, that any adjustments which by reason of this subsection
4.1(d) are not required to be made immediately shall be carried forward and
taken into account in any subsequent adjustment.

(d) Whenever the number of Shares purchasable upon the exercise of
the Option is adjusted, as herein provided, the Exercise Price payable upon
exercise of the Option shall be adjusted by multiplying such Exercise Price
immediately prior to such adjustment by a fraction, of which the numerator
shall be the number of Option Shares purchasable upon the exercise of the
Option immediately prior to such adjustment, and of which the denominator
shall be the number of Option Shares so purchasable immediately thereafter.

(e) Whenever the number of Shares purchasable upon exercise of the
Options is adjusted as herein provided, the Company shall cause to be
promptly mailed to the Holder by first class mail, postage prepaid, notice of
such adjustment and a certificate of the chief financial officer of the
Company setting forth the number of Shares purchasable upon the exercise of
the Options after such adjustment, a brief statement of the facts requiring
such adjustment and the

<PAGE>

computation by which such adjustment was made.

(f) For the purpose of this subsection 4.1, the term "Common Stock"
shall mean (i) the class of stock designated as the Common Stock of the
Company at the date of this Agreement, or (ii) any other class of stock
resulting from successive changes or reclassifications of such Common Stock
consisting solely of changes in par value, or from par value to no par value,
or from no par value to par value. In the event that at any time, as a
result of an adjustment made pursuant to this Section 4, the Holder shall
become entitled to purchase any securities of the Company other than Common
Stock, (y) if the Holder's right to purchase is on any other basis than that
available to all holders of the Company's Common Stock, the Company shall
obtain an opinion of an independent investment banking firm valuing such
other securities; and (z) thereafter the number of such other securities so
purchasable upon exercise of the Options shall be subject to adjustment from
time to time in a manner and on terms as nearly equivalent as practicable to
the provisions with respect to the Shares contained in this Section 4.

(g) Upon the expiration of any rights, options, warrants, or
conversion privileges, if such shall have not been exercised, the number of
Shares purchasable upon exercise of the Options, to the extent the Options
have not then been exercised, shall, upon such expiration, be readjusted and
shall thereafter be such as they would have been had they been originally
adjusted (or had the original adjustment not been required, as the case may
be) on the basis of (i) the fact that the only shares of Common Stock so
issued were the shares of Common Stock, if any, actually issued or sold upon
the exercise of such rights, options, warrants, or conversion privileges, and
(ii) the fact that such shares of Common Stock, if any, were issued or sold
for the consideration actually received by the Company upon such exercise
plus the consideration, if any, actually received by the Company for the
issuance, sale or grant of all such rights, options, warrants, or conversion
privileges whether or not exercised; provided, however, that no such
readjustment shall have the effect of decreasing the number of Shares
purchasable upon exercise of the Options by an amount in excess of the amount
of the adjustment initially made in respect of the issuance, sale, or grant
of such rights, options, warrants, or conversion rights.

4.2. NO ADJUSTMENT FOR DIVIDENDS. Except as provided in subsection 4.1,
no adjustment in respect of any dividends or distributions out of earnings
shall be made during the term of the Options or upon the exercise of the
Options.

4.3. NO ADJUSTMENT IN CERTAIN CASES. No adjustments shall be made
pursuant to Section 4 hereof in connection with the issuance of the Common
Stock sold as part of the public sale pursuant to the Underwriting Agreement
or the issuance of Shares upon exercise of the Options. No adjustments shall
be made pursuant to Section 4 hereof in connection with the grant or exercise
of presently authorized or outstanding options to purchase, or the issuance
of shares, aggregating up to _______ shares of Common Stock, under the
Company's director or employee benefit plans disclosed in the Registration
Statement relating to the Public Offering.

4.4. PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION,
CONSOLIDATION, ETC. In case

<PAGE>

of any consolidation of the Company with or merger of the Company into
another corporation, or in case of any sale or conveyance to another
corporation of the property, assets, or business of the Company as an
entirety or substantially as an entirety, the Company or such successor or
purchasing corporation, as the case may be, shall execute with the Holder an
agreement that the Holder shall have the right thereafter upon payment of the
Exercise Price in effect immediately prior to such action to purchase, upon
exercise of the Options, the kind and amount of shares and other securities
and property which it would have owned or have been entitled to receive after
the happening of such consolidation, merger, sale, or conveyance had the
Options been exercised immediately prior to such action. In the event of a
merger described in Section 368(a)(2)(E) of the Internal Revenue Code of
1986, in which the Company is the surviving corporation, the right to
purchase Shares under the Options shall terminate on the date of such merger
and thereupon the Options shall become null and void, but only if the
controlling corporation shall agree to substitute for the Options, its
Options which entitle the holder thereof to purchase upon their exercise the
kind and amount of shares and other securities and property which it would
have owned or been entitled to receive had the Options been exercised
immediately prior to such merger. Any such agreements referred to in this
subsection 4.4 shall provide for adjustments, which shall be as nearly
equivalent as may be practicable to the adjustments provided for in Section 4
hereof. The provisions of this subsection 4.4 shall similarly apply to
successive consolidations, mergers, sales, or conveyances.

4.5. PAR VALUE OF SHARES OF COMMON STOCK. Before taking any action which
would cause an adjustment effectively reducing the portion of the Exercise
Price allocable to each Share below the par value per share of the Common
Stock issuable upon exercise of the Options, the Company will take any
corporate action which may, in the opinion of its counsel, be necessary in
order that the Company may validly and legally issue fully paid and
nonassessable Common Stock upon exercise of the Options.

4.6. INDEPENDENT PUBLIC ACCOUNTANTS. The Company may retain a firm of
independent public accountants of recognized national standing (which may be
any such firm regularly employed by the Company) to make any computation
required under this Section 4, and a certificate signed by such firm shall be
conclusive evidence of the correctness of any computation made under this
Section 4.

4.7. STATEMENT ON OPTION CERTIFICATES. Irrespective of any adjustments
in the number of securities issuable upon exercise of the Options, Option
Certificates theretofore or thereafter issued may continue to express the
same number of securities as are stated in the similar Option Certificates
initially issuable pursuant to this Agreement. However, the Company may, at
any time in its sole discretion (which shall be conclusive), make any change
in the form of Option Certificate that it may deem appropriate and that does
not affect the substance thereof; and any Option Certificate thereafter
issued, whether upon registration of transfer of, or in exchange or
substitution for, an outstanding Option Certificate, may be in the form so
changed.

4.8. TREASURY STOCK. For purposes of this Section 4, shares of Common
Stock owned or held at any relevant time by, or for the account of, the
Company, in its treasury or otherwise, shall not be deemed to be outstanding
for purposes of the calculations and adjustments described.

<PAGE>

SECTION 5. NOTICE TO HOLDERS

5.1. ADJUSTMENTS. Whenever the number of Shares purchasable upon
exercise of the Options is adjusted as herein provided, the Company shall
cause to be promptly mailed to the Holder by first class mail, postage
prepaid, notice of such adjustment and a certificate of the chief financial
officer of the Company setting forth the number of Shares purchasable upon
the exercise of the Options after such adjustment, a brief statement of the
facts requiring such adjustment and the computation by which such adjustment
was made.

5.2. DECLARATION OF DIVIDEND; REORGANIZATION; DISSOLUTION; ETC. If,
prior to the expiration of the Options either by their terms or by their
exercise in full, any of the following shall occur:

(a) the Company shall declare a dividend or authorize any other
distribution on its Common Stock; or

(b) the Company shall authorize the granting to the shareholders of
its Common Stock of rights to subscribe for or purchase any securities or any
other similar rights; or

(c) any reclassification, reorganization or similar change of the
Common Stock, or any consolidation or merger to which the Company is a party,
or the sale, lease, or exchange of any significant portion of the assets of
the Company; or

(d) the voluntary or involuntary dissolution, liquidation or
winding up of the Company; or

(e) any purchase, retirement or redemption by the Company of its
Common Stock;

then, and in any such case, the Company shall deliver to the Holder or
Holders written notice thereof at least 30 days prior to the earliest
applicable date specified below with respect to which notice is to be given,
which notice shall state the following:

(a) the date on which a record is to be taken for the purpose of
such dividend, distribution or rights, or, if a record is not to be taken,
the date as of which the shareholders of Common Stock of record to be
entitled to such dividend, distribution or rights are to be determined;

(b) the date on which such reclassification, reorganization,
consolidation, merger, sale, transfer, dissolution, liquidation, winding up
or purchase, retirement or redemption is expected to become effective, and
the date, if any, as of which the Company's shareholders of Common Stock of
record shall be entitled to exchange their Common Stock for securities or

<PAGE>

other property deliverable upon such reclassification, reorganization,
consolidation, merger, sale, transfer, dissolution, liquidation, winding up,
purchase, retirement or redemption; and

(c) if any matters referred to in the foregoing clauses (x) and (y)
are to be voted upon by shareholders of Common Stock, the date as of which
those shareholders to be entitled to vote are to be determined.

5.3. FAILURE TO GIVE NOTICE. Without limiting the obligation of the
Company hereunder to provide notice to each Warrant Holder, it is agreed that
failure of the Company to give notice shall not invalidate corporate action
taken by the Company.

SECTION 6. OFFICERS' CERTIFICATE

Whenever the Exercise Price or the aggregate number of Option Securities
purchasable pursuant to the Options shall be adjusted as required by the
provisions of Section 4 above, the Company shall promptly file with its
Secretary or an Assistant Secretary at its principal office, and with its
transfer agent, if any, an officers' certificate executed by the Company's
President and Secretary or Assistant Secretary, describing the adjustment and
setting forth, in reasonable detail, the facts requiring such adjustment and
the basis for and calculation of such adjustment in accordance with the
provisions of this Option Agreement. Each such officers' certificate shall
be made available to the Holder or Holders of the Options for inspection at
all reasonable times, and the Company, after each such adjustment, shall
promptly deliver a copy of the officers' certificate relating to that
adjustment to the Holder or Holders of the Options. The officers'
certificate described in this Section 6 shall be deemed to be conclusive as
to the correctness of the adjustment reflected therein if, and only if, no
Holder of an Option delivers written notice to the Company of an objection to
the adjustment within 30 days after the officers' certificate is delivered to
the Holder or Holders of the Options. The Company will make its books and
records available for inspection and copying during normal business hours by
the Holder so as to permit a determination as to the correctness of the
adjustment. If written notice of an objection is delivered by a Holder to
the Company and the parties cannot reconcile the dispute, the Holder and the
Company shall submit the dispute to arbitration pursuant to the provisions of
Section 19 below. Failure to prepare or provide the officers' certificate
shall not modify the parties' rights hereunder.

SECTION 7. RESERVATION OF OPTION SECURITIES

There has been reserved, and the Company shall at all times keep reserved
so long as the Options remain outstanding, out of its authorized and unissued
Common Stock, such number of shares of Common Stock as shall be subject to
purchase under the Options. Every transfer agent for the Common Stock and
other securities of the Company issuable upon the exercise of the Options
will be irrevocably authorized and directed at all times to reserve such
number of authorized shares and other securities as shall be requisite for
such purpose. The Company will keep a copy of this Agreement on file with
every transfer agent for the Common Stock and other

<PAGE>

securities of the Company issuable upon the exercise of the Options. The
Company will supply every such transfer agent with duly executed stock and
other certificates, as appropriate, for such purpose.

SECTION 8. REGISTRATION RIGHTS

8.1. DEMAND REGISTRATION RIGHT. Upon the written request of a Majority
Holder, made at any time after the Exercise Date, but before the Expiration
Date, the Company shall file within 90 days of such written request a
registration statement or Regulation A offering statement pursuant to the
Act, and all necessary amendments thereto, to register or qualify the Option,
Option Securities and the Option Securities underlying the unexercised
portion of the Options. No additional securities shall be included in such
registration statement or offering statement without the written consent of
the Majority Holder. The Company may use the Regulation A exemption if
available, but the Company must file a registration statement if the
securities that are to be covered cannot be sold pursuant to Regulation A
because of the limitations applicable to the use of the Regulation A
exemption. The Company agrees to use its best efforts to cause this
registration or qualification to become effective as promptly as practicable
and to keep such registration effective for a period of the lesser of 180
days or the date of completion of the distribution described in the
Registration Statement; and its officers, directors, consultants, auditors
and counsel shall cooperate in all matters necessary or advisable to pursue
this objective. All of the expenses of this registration or qualification
shall be borne by the Company, including, but not limited to, legal,
accounting, consulting, printing, filing and NASD fees, out-of-pocket
expenses incurred by counsel, accountants, and consultants retained by the
Company and miscellaneous expenses directly related to the registration
statement or offering statement and the offering, and the underwriter's
accountable and nonaccountable expense allowances and fees; but the Company
shall not pay any brokerage fees, commissions or underwriting discounts
except to the extent they are attributable to other securities that the
Company has been permitted to register or qualify or to offer in conjunction
with the registration and qualification of the Option, Option Securities or
the Option Securities underlying the unexercised portion of the Options.
Notwithstanding the foregoing, if, as a qualification of any offering in any
state or jurisdiction in which the Company (by vote of its Board of
Directors) or any underwriter determines in good faith that it wishes to
offer securities registered in the offering, it is required that offering
expenses be allocated in a manner different from that provided above, then
the offering expenses shall be allocated in whatever manner is most nearly in
compliance with the provisions set out above. The Majority Holder shall be
entitled to exercise the rights described in this subsection 8.1 one time
only.

Within 10 days after the delivery by the Majority Holder to the Company
of the notice described above, the Company shall deliver written notice to
all other Holders of the Options and holders of the Option Securities, if
any, advising them that the Company is proceeding with a registration
statement or offering statement and offering them the right to include the
Option and Option Securities of those Holders or holders therein. If any
Holder of a Option and Option Securities delivers written acceptance of that
offer to the Company within 30 days after the

<PAGE>

delivery of the Company's notice, the Company shall be obligated to include
that holder's Option and that holder's Option Securities in the contemplated
registration statement or offering statement.

<PAGE>

8.2. PIGGY-BACK REGISTRATION RIGHT. If at any time prior to the
Expiration Date the Company files a registration statement with the
Commission pursuant to the Act, or pursuant to any other act passed after the
date of this Agreement, which filing provides for the sale of securities by
the Company to the public, or files a Regulation A offering statement under
the Act, the Company shall offer to the Holder or Holders of the Options and
the holders of any Option Securities the opportunity to register or qualify
the Option Securities and any Option Securities underlying the unexercised
portion of the Options, if any, at the Company's sole expense, regardless of
whether the Holder or Holders of the Options or the holders of Option
Securities or both may have previously availed themselves of any of the
registration rights described in this Section 8; provided, however, that in
the case of a Regulation A offering, the opportunity to qualify shall be
limited to the amount of the available exemption after taking into account
the securities that the Company wishes to qualify. Notwithstanding anything
to the contrary, this subsection 8.2 shall not be applicable to a
registration statement registering securities issued or issuable pursuant to
an employee benefit plan or as to a transaction subject to Rule 145
promulgated under the Act or which a form S-4 registration statement could be
used.

The Company shall deliver written notice to the Holder or Holders of the
Options and to any holders of the Option Securities of its intention to file
a registration statement or Regulation A offering statement under the Act at
least 60 days prior to the filing of such registration statement or offering
statement, and the Holder or Holders and holders of Option Securities shall
have 30 days thereafter to request in writing that the Company register or
qualify the Option Securities or the Option Securities underlying the
unexercised portion of the Options in accordance with this subsection 8.2.
Upon the delivery of such a written request within the specified time, the
Company shall be obligated to include in its contemplated registration
statement or offering statement all information necessary or advisable to
register or qualify the Option Securities or Option Securities underlying the
unexercised portion of the Options for a public offering, if the Company does
file the contemplated registration statement or offering statement; provided,
however, that neither the delivery of the notice by the Company nor the
delivery of a request by a Holder or by a holder of Option Securities shall
in any way obligate the Company to file a registration statement or offering
statement. Furthermore, notwithstanding the filing of a registration
statement or offering statement, the Company may, at any time prior to the
effective date thereof, determine not to offer the securities to which the
registration statement or offering statement relates, other than the Option,
Option Securities and Option Securities underlying the unexercised portion of
the Options. Notwithstanding the foregoing, if, as a qualification of any
offering in any state or jurisdiction in which the Company (by vote of its
Board of Directors) or any underwriter determines in good faith that it
wishes to offer securities registered in the offering, it is required that
offering expenses be allocated in a manner different from that provided
above, then the offering expenses shall be allocated in whatever manner is
most nearly in compliance with the provisions set out above.

The Company shall comply with the requirements of this subsection 8.2 and
the related requirements of subsection 8.7 at its own expense. That expense
shall include, but not be

<PAGE>

limited to, legal, accounting, consulting, printing, federal and state filing
fees, NASD fees, out-of-pocket expenses incurred by counsel, accountants and
consultants retained by the Company, and miscellaneous expenses directly
related to the registration statement or offering statement and the offering.
However, this expense shall not include the portion of any underwriting
commissions, transfer taxes and the underwriter's accountable and
nonaccountable expense allowances attributable to the offer and sale of the
Option, Option Securities and the Option Securities underlying the
unexercised portion of the Options, all of which expenses shall be borne by
the Holder or Holders of the Options and the holders of the Option Securities
registered or qualified.

If the registration for which the Company gives notice is for a
registered public offering involving an underwriting, the Company shall so
advise as part of the written notice given pursuant to this Section. In such
event, the right of any Holder or holder of Shares to registration pursuant
to Section 8.2 shall be conditioned upon such holder's participation in such
underwriting, and the inclusion of Shares in the underwriting shall be
limited to the extent provided herein. All holders proposing to distribute
their Shares through such underwriting shall (together with the Company and
the other holders distributing their Shares through such underwriting) enter
into an underwriting agreement in customary form with the managing
underwriter selected for such underwriting by the Company. Notwithstanding
any other provision of this Section, if the managing underwriter determines
that marketing factors require a limitation of the number of shares to be
underwritten, such underwriter may limit the amount of securities to be
included in the registration and underwriting by the holders of Company
securities exercising "piggyback" registration rights (including the Holder
and each holder of Options and Shares). The Company shall so advise all such
holders, and the number of shares of such securities that may be included in
the registration and underwriting shall be allocated among all of such
holders, in proportion, as nearly as practicable, to the respective amounts
of securities requested to be included in such registration held by such
holders at the time of filing the registration statement, PROVIDED, HOWEVER,
that no security holder other than one exercising a demand registration right
shall have superior rights with respect to inclusion in a registration than
those of the Holder and each holder of Options and Shares and if any party is
granted such superior rights hereafter the Holder and each holder of Options
and Shares shall be deemed to be automatically granted similar rights. The
Company shall advise all such holders of any such limitations and of the
number or securities that may be included in the registration. Any
securities excluded or withdrawn from such underwriting shall not be
transferred prior to one hundred twenty (120) days after the effective date
of the registration statement relating thereto, or such shorter period of
time as the underwriters may require.

8.3. INCLUSION OF INFORMATION. In the event that the Company registers
or qualifies the Option, Option Securities or the Option Securities
underlying the unexercised portion of the Options pursuant to subsections 8.1
or 8.2 above, the Company shall include in the registration statement or
qualification, and the prospectus included therein, all information and
materials necessary or advisable to comply with the applicable statutes and
regulations so as to permit the public sale of the Option Securities or the
Option Securities underlying the unexercised portion

<PAGE>

of the Options. As used in subsections 8.1 and 8.2, reference to the
Company's securities shall include, but not be limited to, any class or type
of the Company's securities or the securities of any of the Company's
subsidiaries or affiliates.

8.4. REGISTRATION STATEMENT FILED BY HOLDER. In addition to the
registration rights described in subsections 8.1 and 8.2 above, upon the
written request of any Majority Holder, the Company, as promptly as possible
after delivery of such request, shall cooperate with the requesting Majority
Holder or holder in preparing and signing any registration statement or
offering statement that the Holder or holder may desire to file in order to
sell or transfer the Option and Option Securities. Within 10 days after the
delivery of the written request described above, the Company shall deliver
written notice to all other Holders of the Options and holders of Option
Securities, if any, advising them that the Company is proceeding with a
registration statement or offering statement and that their Option and Option
Securities will be included therein if they so desire and agree to pay their
pro rata share of the cost of registration or qualification and provided that
the Holder or holder delivers written notice to the Company of their desire
to be included and their agreement to pay their pro rata share of the cost
within 30 days after the delivery of the Company's notice to them. The
Company will supply all information necessary or advisable for any such
registration statements or offering statements; provided, however, that all
the costs and expenses of such registration statements or offering statements
shall be borne, in a manner proportionate to the number of securities for
which they indicate a desire to register, by the Holders of the Options and
the holders of Option Securities who seek the registration or qualification
of their Option, Option Securities or Option Securities underlying the
unexercised portion of their Option. In determining the amount of costs and
expenses to be borne by those Holders or holders, the only costs and expenses
of the Company to be included are the additional costs and expenses that
would not have otherwise been incurred by the Company if those Holders or
holders had not desired to file a registration statement or offering
statement. As an example, and without limitation, audit fees would not be
charged to those Holders or holders if or to the extent that the Company
would have incurred the same audit fees for its year-end or other use in the
absence of the registration statement or offering statement. The Holders or
holders responsible for the costs and expenses shall reimburse the Company
for those reimbursable costs and expenses reasonably incurred by the Company
within 30 days after the initial effective date of the registration statement
or qualification at issue.

8.5. PAYMENT OF EXERCISE PRICE FROM PROCEEDS. In the event that any
such Registration Statement is utilized for a public offering of any of the
Shares to be received upon exercise of the Options pursuant to this Section
8, the Holder may elect to pay the exercise price of the Options to the
Company out of the proceeds of the sale of the Shares pursuant to the
Registration Statement concurrently with the closing of such sale of the
Shares; provided that if such sale is not closed within 90 days of the
effective date of such Registration Statement, then the Holder shall be
obligated to pay the exercise price of the Options to the Company on such
90th day.

8.6. CONDITION OF COMPANY'S OBLIGATIONS. As to each registration
statement or offering statement, the Company's obligations contained in this
Section 8 shall be conditioned upon a

<PAGE>

timely receipt by the Company in writing of the following:

(a) Information as to the terms of the contemplated public offering
furnished by and on behalf of each Holder or holder intending to make a
public distribution of the Option Securities or Option Securities underlying
the unexercised portion of the Option; and

(b) Such other information as the Company may reasonably require
from such Holders or holders, or any underwriter for any of them, for
inclusion in the registration statement or offering statement.

8.7. ADDITIONAL REQUIREMENTS. In each instance in which the Company
shall take any action to register or qualify the Option Securities or the
Option Securities underlying the unexercised portion of the Options, if any,
pursuant to this Section 8, the Company shall do the following:

(a) supply to Cohig, as the representative of the Holders of the
Option and the holders of Option Securities whose Option Securities are being
registered or qualified, two (2) manually signed copies of each registration
statement or offering statement, and all amendments thereto, and a reasonable
number of copies of the preliminary, final or other prospectus or offering
circular, all prepared in conformity with the requirements of the Act and the
rules and regulations promulgated thereunder, and such other documents as
Cohig shall reasonably request;

(b) cooperate with respect to (i) all necessary or advisable
actions relating to the preparation and the filing of any registration
statements or offering statements, and all amendments thereto, arising from
the provisions of this Section 8, (ii) all reasonable efforts to establish an
exemption from the provisions of the Act or any other federal or state
securities statutes, (iii) all necessary or advisable actions to register or
qualify the public offering at issue pursuant to federal securities statutes
and the state "blue sky" securities statutes of each jurisdiction that the
Holders of the Option or holders of Option Securities shall reasonably
request, and (iv) all other necessary or advisable actions to enable the
Holders of the Option Securities to complete the contemplated disposition of
their securities in each reasonably requested jurisdiction; and

(c) keep all registration statements or offering statements to
which this Section 8 applies, and all amendments thereto, effective under the
Act for a period of at least 180 days after their initial effective date and
cooperate with respect to all necessary or advisable actions to permit the
completion of the public sale or other disposition of the securities subject
to a registration statement or offering statement.

8.8. RECIPROCAL INDEMNIFICATION. In each instance in which pursuant to
this Section 8 the Company shall take any action to register or qualify the
Securities or the Option Securities underlying the unexercised portion of the
Options, prior to the effective date of any registration statement or
offering statement, the Company and each Holder or holder of Options or
Option Securities being registered or qualified shall enter into reciprocal
indemnification and contribution agreements, in the form customarily used by
reputable investment bankers with

<PAGE>

respect to public offerings of securities, containing substantially the same
terms as described in Section 10.

8.9. COHIG AS REPRESENTATIVE. For purposes of subsection 8.6 (a) above,
by the receipt of an Option or any Option Securities, all Holders and all
holders of Option Securities acknowledge and agree that Cohig is and shall be
their representative.

8.10. SURVIVAL. The Company's obligations described in this Section
8 shall continue in full force and effect regardless of the exercise,
surrender, cancellation or expiration of the Options, unless the Options
expire unexercised.

SECTION 9. PAYMENT OF TAXES

The Company will pay all documentary stamp taxes, if any, attributable
to the initial issuance of the Options or the securities comprising the
Shares; provided, however, the Company shall not be required to pay any tax
which may be payable in respect of any transfer of the Options or the
securities comprising the Shares.

SECTION 10. INDEMNIFICATION AND CONTRIBUTION

10.1. INDEMNIFICATION BY COMPANY. In the event of the filing of any
Registration Statement with respect to the Shares pursuant to Section 8
hereof, the Company agrees to indemnify and hold harmless the Holder or any
holder of Shares and each person, if any, who controls the Holder or any
holder of Shares within the meaning of the Act, against any and all loss,
claim, damage or liability, joint or several (which shall, for all purposes
of this Agreement include, but not be limited to, all costs of defense and
investigation and all attorneys' fees), to which such Holder or any holder of
Shares may become subject, under the Act or otherwise, insofar as such loss,
claim, damage, or liability (or action with respect thereto) arises out of or
is based upon (a) any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement, any Preliminary
Prospectus, the Effective Prospectus, or the Final Prospectus or any
amendment or supplement thereto; or (b) the omission or alleged omission to
state in the Registration Statement, any Preliminary Prospectus, the
Effective Prospectus or the Final Prospectus or any amendment or supplement
thereto a material fact required to be stated therein or necessary to make
the statements therein not misleading; except that the Company shall not be
liable in any such case to the extent, but only to the extent, that any such
loss, claim, damage, or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
reliance upon and in conformity with written information furnished to the
Company by such Holder or the holder of such Shares specifically for use in
the preparation of the Registration Statement, any Preliminary Prospectus,
the Effective Prospectus and the Final Prospectus or any amendment or
supplement thereto. This indemnity will be in addition to any liability
which the Company may otherwise have.

10.2. INDEMNIFICATION BY UNDERWRITERS. The Holders and the holders
of Shares agree

<PAGE>

that they, severally, but not jointly, shall indemnify and hold harmless the
Company, each other person referred to in subparts (1), (2) and (3) of
Section 11(a) of the Act in respect of the Registration Statement and each
person, if any, who controls the Company within the meaning of the Act,
against any and all loss, claim, damage or liability, joint or several (which
shall, for all purposes of this Agreement include, but not be limited to, all
costs of defense and investigation and all attorneys' fees), to which the
Company may become subject under the Act or otherwise, insofar as such loss,
claim, damage, liability (or action in respect thereto) arises out of or are
based upon (a) any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement, any Preliminary Prospectus, the
Effective Prospectus or the Final Prospectus or any amendment or supplement
thereto; or (b) the omission or alleged omission to state in the Registration
Statement, any Preliminary Prospectus, the Effective Prospectus or the Final
Prospectus or any amendment or supplement thereto a material fact required to
be stated therein or necessary to make the statements therein not misleading;
except that such indemnification shall be available in each such case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon
information and in conformity with written information furnished to the
Company by the Holder or the holder of Shares specifically for use in the
preparation thereof. This indemnity will be in addition to any liability
which the Company may otherwise have.

10.3. RIGHT TO PROVIDE DEFENSE. Promptly after receipt by an
indemnified party under subsection 10.1 or 10.2 above of written notice of
the commencement of any action, the indemnified party shall, if a claim in
respect thereof is to be made against the indemnifying party under such
section, notify the indemnifying party in writing of the claim or the
commencement of that action; the failure to notify the indemnifying party
shall not relieve it of any liability which it may have to an indemnified
party, except to the extent that the indemnifying party did not otherwise
have knowledge of the commencement of the action and the indemnifying party's
ability to defend against the action was prejudiced by such failure. Such
failure shall not relieve the indemnifying party from any other liability
which it may have to the indemnified party. If any such claim or action
shall be brought against an indemnified party, and it shall notify the
indemnifying party thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it wishes, jointly with any other
similarly notified indemnifying party, to assume the defense thereof with
counsel reasonably satisfactory to the indemnified party. After notice from
the indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable
to the indemnified party under such section for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than reasonable costs of investigation; except that Cohig shall
have the right to employ counsel to represent it and the other Holders of
holders of Shares who may be subject to liability arising out of any claim in
respect of which indemnity may be sought by such persons against the Company
under such section if, in Cohig's reasonable judgment, it is advisable for
Cohig and those Holders or holders of Shares to be represented by separate
counsel, and in that event the fees and expenses of such separate counsel
shall be paid by the Company.

<PAGE>

10.4. CONTRIBUTION. If the indemnification provided for in
subsections 10.1 and 10.2 of this Agreement is unavailable or insufficient to
hold harmless an indemnified party, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a
result of the losses, claims, damages, or liabilities referred to in
subsections 10.1 or 10.2 above (a) in such proportion as is appropriate to
reflect the relative benefits received by the Company on the one hand and the
Holders on the other; or (b) if the allocation provided by clause (a) above
is not permitted by applicable law, in such proportion as is appropriate to
reflect the relative benefits referred to in clause (a) above but also the
relative fault of the Company on the one hand and the Holders on the other
in connection with the statements or omissions which resulted in such losses,
claims, damages, or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company and the
Holders shall be deemed to be in the same proportion as the total net
proceeds from the offering (before deducting expenses) received by the
Company bear to the total underwriting discounts and un-itemized expenses
received by the Underwriters, in each case as set forth in the table on the
cover page of the Final Prospectus. Relative fault shall be determined by
reference to, among other things, whether the untrue statement of a material
fact or the omission to state a material fact relates to information supplied
by the Company or the Underwriter and the parties' relative intent,
knowledge, access to information, and opportunity to correct or prevent such
untrue statement or omission. For purposes of this subsection 10.4, the term
"damages" shall include any counsel fees or other expenses reasonably
incurred by the Company or the Underwriters in connection with investigating
or defending any action or claim which is the subject of the contribution
provisions of this subsection 10.4. No person adjudged guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.

SECTION 11. RESTRICTIONS ON TRANSFER

11.1. RESTRICTIONS ON TRANSFER. The Options, the Option Securities,
and all other securities issued or issuable upon exercise of the Options, may
not be offered, sold or transferred, in whole or in part, except in
compliance with the Act, and except in compliance with all applicable state
securities laws. The Holder agrees that prior to making any disposition of
the Options, other than to persons or entities identified in Section 2.1, the
Holder shall give written notice to the Company describing briefly the manner
in which any such proposed disposition is to be made; and no such disposition
shall be made if the Company has notified the Holder that in the opinion of
counsel reasonably satisfactory to the Holder a registration

<PAGE>

statement or other notification or post-effective amendment thereto
(hereinafter collectively a "Registration Statement") under the Act is
required with respect to such disposition and no such Registration Statement
has been filed by the Company with, and declared effective, if necessary, by,
the Commission.

11.2. RESTRICTIVE LEGEND. The Company may cause substantially the
following legends, or their equivalents, to be set forth on each certificate
representing the Options, the Option Securities, or any other security issued
or issuable upon exercise of the Options, not theretofore distributed to the
public or sold to underwriters, as defined by the Act, for distribution to
the public pursuant to Section 8 above:

(a) "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND
MAY NOT BE SOLD, EXCHANGED, HYPOTHECATED OR TRANSFERRED IN ANY MANNER EXCEPT
IN COMPLIANCE WITH THE AGREEMENT PURSUANT TO WHICH THEY WERE ISSUED."

(b) Any legend required by applicable state securities laws.

Any certificate issued at any time in exchange or substitution for any
certificate bearing such legends (except a new certificate issued upon
completion of a public distribution pursuant to a registration statement
under the Securities Act of 1933, as amended (the "Act"), or the securities
represented thereby) shall also bear the above legends unless, in the opinion
of the Company's counsel, the securities represented thereby need no longer
be subject to such restrictions.

SECTION 12. FRACTIONAL SHARES

No fractional shares or scrip representing fractional shares shall be
issued upon the exercise of all or any part of an Option. With respect to
any fraction of a share of any security called for upon any exercise of an
Option, the Company shall pay to the Holder an amount in money equal to that
fraction multiplied by the Current Market Price of that share.

SECTION 13. NO RIGHTS AS SHAREHOLDER; NOTICES TO HOLDER

Nothing contained in this Agreement or in the Options shall be construed
as conferring upon the Holder or its transferees any rights as a shareholder
of the Company, including the right to vote, receive dividends, consent or
receive notices as a shareholder in respect to any meeting of shareholders
for the election of directors of the Company or any other matter. The
Company covenants, however, that for so long as an Option is unexercised, it
will furnish any Holder of the Options with copies of all reports and
communications furnished to the shareholders of the Company. In addition, if
at any time prior to the expiration of the Options and prior to their
exercise, any one or more of the following events shall occur:

<PAGE>

(a) any action which would require an adjustment pursuant to
Section 4.1 (except subsections 4.1(e) and 4.1(h)) or 4.4; or

(b) a dissolution, liquidation, or winding up of the Company (other
than in connection with a consolidation, merger, or sale of its property,
assets, and business as an entirety or substantially as an entirety) shall be
proposed:

then the Company shall give notice in writing of such event to the
Holder, as provided in Section 16 hereof, at least 20 days prior to the date
fixed as a record date or the date of closing the transfer books for the
determination of the shareholders entitled to any relevant dividend,
distribution, subscription rights or other rights or for the determination of
shareholders entitled to vote on such proposed dissolution, liquidation, or
winding up. Such notice shall specify such record date or the date of
closing the transfer books, as the case may be. Failure to mail or receive
notice or any defect therein shall not affect the validity of any action
taken with respect thereto.

<PAGE>

SECTION 14. CHARGES DUE UPON EXERCISE

The Company shall pay any and all issue or transfer taxes, including, but
not limited to, all federal or state taxes, that may be payable with respect
to the transfer of an Option or the issue or delivery of Option Securities
upon the exercise of an Option.

SECTION 15. OPTION SECURITIES TO BE FULLY PAID

The Company covenants that all Option Securities that may be issued and
delivered to a Holder of this Option upon the exercise of this Option and
payment of the Exercise Price will be, upon such delivery, validly and duly
issued, fully paid and nonassessable.

SECTION 16. NOTICES

Any notice pursuant to this Agreement by the Company or by an Holder or a
holder of Shares shall be in writing and shall be deemed to have been duly
given if delivered or mailed by certified mail, return receipt requested:

(a) If to a Holder or a holder of Shares, addressed to Cohig &
Associates, Inc., 6300 South Syracuse Way, Suite 430, Englewood, Colorado
80111, Attention: Corporate Finance Department; or

(b) If to the Company addressed to it at 3033 South Parker Road,
Suite 120, Denver, Colorado 80014, Attention: Sissel B. Greenberg, President.

Each party may from time to time change the address to which notices to
it are to be delivered or mailed hereunder by notice in accordance herewith
to the other party.

SECTION 17. MERGER OR CONSOLIDATION OF THE COMPANY

The Company will not merge or consolidate with or into any other
corporation or sell all or substantially all of its property to another
corporation, unless the provisions of Section 4.4 are complied with.

SECTION 18. APPLICABLE LAW

The Options and this Option Agreement shall be governed by and construed in
accordance with the laws of the State of Colorado, and courts located in
Colorado shall have exclusive jurisdiction over all disputes arising hereunder.

SECTION 19. ARBITRATION

The Company and the Holder, and by receipt of an Option or any Option
Securities, all subsequent Holders or holders of Option Securities, agree to
submit all controversies, claims, disputes and matters of difference with
respect to the Options and this Option Agreement,

<PAGE>

including, without limitation, the application of this Section 18 to
arbitration in Denver, Colorado, according to the rules and practices of the
American Arbitration Association from time to time in force; provided,
however, that if such rules and practices conflict with the applicable
procedures of Colorado courts of general jurisdiction or any other provisions
of Colorado law then in force, those Colorado rules and provisions shall
govern. This agreement to arbitrate shall be specifically enforceable.
Arbitration may proceed in the absence of any party if notice of the
proceeding has been given to that party. The parties agree to abide by all
awards rendered in any such proceeding. These awards shall be final and
binding on all parties to the extent and in the manner provided by the rules
of civil procedure enacted in Colorado. All awards may be filed, as a basis
of judgment and of the issuance of execution for its collection, with the
clerk of one or more courts, state or federal, having jurisdiction over
either the party against whom that award is rendered or its property. No
party shall be considered in default hereunder during the pendency of
arbitration proceedings relating to that default.

SECTION 20. MISCELLANEOUS PROVISIONS

(a) Subject to the terms and conditions contained herein, this
Option Agreement shall be binding on the Company and its successors and shall
inure to the benefit of the original Holder, its successors and assigns and
all holders of Option Securities and the exercise of this Option Agreement in
full shall not terminate the provisions of this Option Agreement as it
relates to holders of Option Securities.

(b) If the Company fails to perform any of its obligations
hereunder, it shall be liable to the Holder for all damages, costs and
expenses resulting from the failure, including, but not limited to, all
reasonable attorney's fees and disbursements.

(c) This Option Agreement cannot be changed or terminated or any
performance or condition waived in whole or in part except by an agreement in
writing signed by the party against whom enforcement of the change,
termination or waiver is sought; provided, however, that any provisions
hereof may be amended, waived, discharged or terminated upon the written
consent of the Company and Cohig.

(d) If any provision of this Option Agreement shall be held to be
invalid, illegal or unenforceable, such provision shall be severed, enforced
to the extent possible, or modified in such a way as to make it enforceable,
and the invalidity, illegality or unenforceability shall not affect the
remainder of this Option Agreement.

(e) The Company and the Holders agree to execute such further
agreements, conveyances, certificates and other documents as may be
reasonably requested to effectuate the intent and provisions of this Option
Agreement.

(f) Paragraph headings used in this Option Agreement are for
convenience only and shall not be taken or construed to define or limit any
of the terms or provisions of this

<PAGE>

Option Agreement. Unless otherwise provided, or unless the context shall
otherwise require, the use of the singular shall include the plural and the
use of any gender shall include all genders.

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

PREMIER CONCEPTS, INC.

By: ____________________________________
Sissel B. Greenberg, President

COHIG & ASSOCIATES, INC.

By: ____________________________________

<PAGE>

EXHIBIT A

THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, EXCHANGED,
HYPOTHECATED OR TRANSFERRED IN ANY MANNER EXCEPT IN COMPLIANCE WITH THE
AGREEMENT PURSUANT TO WHICH THEY WERE ISSUED.

Option Certificate No. __________

REPRESENTATIVE'S OPTIONS TO PURCHASE __________
SHARES OF COMMON STOCK

PREMIER CONCEPTS, INC.
INCORPORATED UNDER THE LAWS
OF THE STATE OF COLORADO

This certifies that, for value received, ________________, the registered
holder hereof or assigns (the "Holder"), is entitled to purchase from Premier
Concepts, Inc. (the "Company"), at any time during the period commencing at
9:00 a.m., Colorado time, on ___________________ and ending at 5:00 p.m.,
Colorado time, on __________ at the purchase price per Share of
_______________ (the "Exercise Price"), the number of shares of Common Stock
of the Company set forth above (the "Shares"). The number of shares of
Common Stock of the Company purchasable upon exercise of the Options
evidenced hereby shall be subject to adjustment from time to time as set
forth in the Representative's Option Agreement.

The Options evidenced hereby may be exercised in whole or in part by
presentation of this Option Certificate with the Purchase Form attached
hereto duly executed (with a signature guarantee as provided thereon) and
simultaneous payment of the Exercise Price at the principal office of the
Company. Payment of such price shall be made at the option of the Holder in
cash or by check or by Cashless Exercise subject to the provisions of Section
2 of the Representative's Option Agreement (as that term is defined herein).

The Options evidenced hereby represent the right to purchase an aggregate
of up to 100,000 Shares and are issued under and in accordance with a
Representative's Share Option Agreement, dated as of ____________, between
the Company and Cohig & Associates, Inc. and are subject to the terms and
provisions contained in the Representative's Option Agreement, to all of
which the Holder by acceptance hereof consents.

Upon any partial exercise of the Options evidenced hereby, there shall be
signed and issued to the Holder a new Option Certificate in respect of the
Shares as to which the Options evidenced hereby shall not have been
exercised. These Options may be exchanged at the office of the Company by
surrender of this Option Certificate properly endorsed for one or more new
Options of the same aggregate number of Shares as here evidenced by the
Option or Options exchanged. No fractional shares of Common Stock will be
issued upon the exercise of rights to purchase hereunder, but the Company
shall pay the cash value of any fraction upon the

<PAGE>

exercise of one or more Options. These Options are transferable at the
office of the Company in the manner and subject to the limitations set forth
in the Representative's Option Agreement.

This Option Certificate does not entitle any Holder to any of the rights
of a shareholder of the Company.

PREMIER CONCEPTS, INC.

By: ____________________________________
Sissel B. Greenberg, President

Dated:

[Seal]

Attest:

____________________________________
Secretary

<PAGE>

NOTICE OF EXERCISE

(To be executed by a Holder desiring to exercise the right to purchase
Shares pursuant to a Option.)

The undersigned Holder of a Option hereby

(a) irrevocably elects to exercise the Option to the extent of
purchasing _______________ Shares;

(b) makes payment in full of the aggregate Exercise Price for
those Shares in the amount of $_________________ by the delivery of
certified funds or a bank cashier's check in the amount of
$_________________; or pursuant to Section 2 of the Representative's
Option Agreement ("Cashless Exercise");

(c) requests that certificates evidencing the securities
underlying such Shares be issued in the name of the undersigned, or, if
the name and address of some other person is specified below, in the
name of such other person:

_______________________________________________
_______________________________________________
_______________________________________________
(Name and address of person OTHER than the
undersigned in whose name Shares are to be registered)

(d) requests, if the number of Shares purchased are not all
the Shares purchasable pursuant to the unexercised portion of the
Option, that a new Option of like tenor for the remaining Shares
purchasable pursuant to the Option be issued and delivered to the
undersigned at the address stated below.

Dated: ________________________ ____________________________________
Signature
(This signature must conform in all
respects to the name of the Holder as
specified on the face of the Option.)

_________________________________ ____________________________________
Social Security Number Printed Name
or Employer ID Number
Address: ____________________________________
____________________________________

<PAGE>

ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned, _____________________________, hereby
sells, assigns and transfers unto:

Name: ________________________________________________
(Please type or print in block letters)

Address: ________________________________________________
________________________________________________

the right to purchase _________________ Shares of Premier Concepts, Inc. (the
"Company") pursuant to the terms and conditions of the Option held by the
undersigned. The undersigned hereby authorizes and directs the Company (i)
to issue and deliver to the above-named assignee at the above address a new
Option pursuant to which the rights to purchase being assigned may be
exercised, and (ii) if there are rights to purchase Shares remaining pursuant
to the undersigned's Option after the assignment contemplated herein, to
issue and deliver to the undersigned at the address stated below a new Option
evidencing the right to purchase the number of Shares remaining after
issuance and delivery of the Option to the above-named assignee. Except for
the number of Shares purchasable, the new Options to be issued and delivered
by the Company are to contain the same terms and conditions as the
undersigned's Option. To complete the assignment contemplated by this
Assignment Form, the undersigned hereby irrevocably constitutes and appoints
____________________________________ as the undersigned's attorney-in-fact to
transfer the Options and the rights thereunder on the books of the Company
with full power of substitution for these purposes.

Dated: __________________ ____________________________________
Signature
(This signature must conform in all
respects to the name of the Holder as
specified on the face of the Option.)

____________________________________
Printed Name

Address: ____________________________________

<PAGE>

PREMIER CONCEPTS, INC.
CASHLESS EXERCISE FORM

Premier Concepts, Inc.
3033 South Parker Road, Suite 120
Denver, Colorado 80014

The undersigned hereby irrevocably elects to Exchange its Warrant for such
shares of Common Stock pursuant to the Cashless Exercise provisions of the
within Warrant Certificate, as provided for in Section 2.2 of the
Representative's Share Option Agreement between the Company and Cohig &
Associates, Inc.

Please issue a certificate or certificates for such Common Stock in the
name of, and pay cash for a fractional share to:

Name: ____________________________________
____________________________________
____________________________________
____________________________________
(Please Print Name, Address and Social
Security Number)

Signature: ____________________________________
Note: The above signature should
correspond exactly with the name on
the first page of this Warrant
Certificate or with the name of the
assignee appearing in the assignment
form below.

<PAGE>

PREMIER CONCEPTS, INC.

COHIG & ASSOCIATES, INC.

REPRESENTATIVE'S WARRANT OPTION AGREEMENT

Dated as of ________

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REPRESENTATIVE'S WARRANT OPTION AGREEMENT

THIS REPRESENTATIVE'S WARRANT OPTION AGREEMENT (the "Agreement"), dated
as of ____, is made and entered into by and between PREMIER CONCEPTS, INC., a
Colorado corporation (the "Company"), and COHIG & ASSOCIATES, INC. ("Cohig").

The Company agrees to issue and sell, and Cohig agrees to purchase, for
the price of $100, options ("Options") to purchase up to an aggregate of
100,000 warrants, subject to the terms and conditions set forth below.

SECTION 1. DEFINITIONS

The following terms used in this agreement shall have the following
meanings (unless otherwise expressly provided herein):

1.1. THE "ACT." The Securities Act of 1933, as amended.

1.2. THE "COMMISSION." The Securities and Exchange Commission.

1.3. THE "COMPANY." Premier Concepts, Inc., a Colorado corporation.

1.4. "COMMON STOCK." The Company's $.002 par value Common Stock.

1.5. "EFFECTIVE DATE." __________________________________.

1.6. "EXERCISE DATE." [one year from Effective Date].

1.7. "EXERCISE PRICE." $__________ per Warrant, as modified in
accordance with Section 4, below.

1.8. "EXPIRATION DATE." [five years from Effective Date].

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1.9. "MAJORITY HOLDER." Any Holder, any holder of Option Securities, or
any combination of Holders and such holders of Option Securities; and any
Holder of Share Options, any holder of Share Option Securities, or any
combination of such Holders and such holders of Share Option Securities, if
they hold, in the aggregate, unexercised Options plus issued and outstanding
Option Securities equal to more than 50% of the total of (i) all Option
Securities issued and outstanding as a result of the exercise of the Option,
and (ii) all Option Securities that may at that time be purchased by
exercising the unexercised portion of the Option. For purposes hereof, a
Holder of an Option which entitles the Holder to purchase more than one share
or Warrant shall be deemed to hold Options equal to the number of shares or
Warrants which may be acquired pursuant to any such Option.

1.10. "NASD." The National Association of Securities Dealers, Inc.

1.11. "OPTION." An option issued in accordance with the terms of
this Agreement and any option issued in substitution for or replacement of
such option, or any option into which the Option may be divided or exchanged.

1.12. "OPTION CERTIFICATE." A certificate substantially in the form
set forth as Exhibit A to this agreement, issued to an Optionholder to
evidence the Options held by such Optionholder.

1.13. "HOLDER." Cohig & Associates, Inc., and any valid transferee
thereof pursuant to Section 3.1. below.

1.14. "OPTION SECURITIES." The Warrants issued or issuable upon
exercise of an Option; and the Common Stock issued or issuable upon exercise
of such Warrants.

1.15. "PUBLIC OFFERING." The public offering by the Company of
1,000,000 shares of Common Stock and 1,000,000 Warrants pursuant to an
underwriting agreement dated as of ______, between the Company and Cohig as
Representative of several Underwriters named in the underwriting agreement.

1.16. "SHARE OPTIONS." Those options to purchase Warrants issued to
the Holder concurrently with the issuance of the Share Options under this
Agreement, pursuant to a Representative's Warrant Option Agreement dated the
date of this Agreement.

1.17. "UNDERWRITER." A broker-dealer identified as an Underwriter in
the Final Prospectus for the Public Offering.

1.18. "WARRANTS." The Warrants issued to the public pursuant to the
Registration Statement.

SECTION 2. TERM OF OPTIONS; EXERCISE OF OPTION

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2.1. EXERCISE OF OPTION. Subject to the terms of this Agreement, the
Optionholder shall have the right, at any time during the four-year period
commencing at 9:00 a.m., Denver Time, on the Exercise Date and ending at 5:00
p.m., Denver Time, on the Expiration Date to purchase from the Company up to
the number of fully paid and nonassessable Warrants to which the Optionholder
may at the time be entitled to purchase pursuant to this Agreement, upon
surrender to the Company, at its principal office, of the certificate
evidencing the Options to be exercised, together with the purchase form on
the reverse thereof, duly filled in and signed, and upon payment to the
Company of the Exercise Price for the number of Warrants in respect of which
such Options are then exercised. In no event will such exercise be for less
than 100 Warrants unless fewer than an aggregate of 100 Warrants are then
purchasable under all outstanding Options held by an Optionholder. If the
Warrants are called for redemption, or would for any other reason terminate
before the Exercise Date, the Holder may exercise all or any portion of this
Option in order to exercise the Warrants in accordance with the terms of this
Section; but notwithstanding any such early exercise, the Option Securities
received by the Holder may not be sold, transferred, assigned, pledged, or
hypothecated until the Exercise Date.

2.2. PAYMENT OF EXERCISE PRICE. Payment of the aggregate Exercise Price
shall be made in cash or by check, or any combination thereof.

2.3. DELIVERY OF WARRANT CERTIFICATE. Subject to the provisions of
Section 11, upon receipt of an Option Certificate with the Notice of Exercise
thereon duly executed, together with payment in full of the Exercise Price
for the Warrants being purchased by such exercise, the Company shall
requisition from any transfer agent for the Warrants, and upon receipt shall
make delivery of certificates evidencing the total number of Warrants for
which Options are then being exercised. The certificates shall be in such
names and denominations as are required for delivery to, or in accordance
with the instructions of the Holder; provided that if fewer than all Warrants
issuable on exercise of an Option Certificate are purchased, the Company (if
so requested) shall issue such balance Option Certificate for the balance of
the Warrants. Such certificates for the Warrants shall be deemed to be
issued, and the person to whom such Warrants are issued of record shall be
deemed to have become a holder of record of such Warrants, as of the date of
the surrender of such Option Certificate and payment of the Exercise Price,
whichever shall last occur; provided further that if the books of the Company
with respect to the Warrants shall be closed as of such date, the
certificates for such Warrants shall be deemed to have been issued, and the
person to whom such Warrants are issued of record shall be deemed to have
become a record holder of such Warrants, as of the date on which such books
shall next be open (whether before, on or after the applicable Expiration
Date) but at the Exercise Price and upon the other conditions in effect upon
the date of surrender of the Option Certificate and payment of the Exercise
Price, whichever shall have last occurred, to the Company.

SECTION 3. TRANSFERABILITY AND FORM OF OPTION

3.1. LIMITATION ON TRANSFER. The Options may not be sold, transferred,
assigned,

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pledged or hypothecated until the Exercise Date, except for (i) the sale,
transfer, or assignment, in whole or in part, to or among the officers of
Cohig and other Underwriters and the officers or partners of those
Underwriters, (ii) the transfer by operation of law as a result of the death
of any transferee to whom all or a portion of the Options may be transferred,
and (iii) the transfer to any successor to the business of an Underwriter.
All sales, transfers, assignments or hypothecations of the Options after the
Exercise Date must be in compliance with Section 11 hereof. Any assignment
or transfer of an Option shall be made by the presentation and surrender of
the Option to the Company at its principal office or the office of its
transfer agent, if any, accompanied by a duly executed Assignment Form, in
the form attached to and by this reference incorporated in this Option
Agreement as Exhibit B. Upon the presentation and surrender of these items
to the Company, the Company, at its sole expense, shall execute and deliver
to the new Holder or Holders a new Option or Options, subject to the terms
and conditions of this Option Agreement, in the name of the new Holder or
Holders as named in the Assignment Form, and the Option shall at that time be
canceled.

3.2. EXCHANGE OF CERTIFICATE. Any Option Certificate may be exchanged
for another certificate or certificates entitling the Optionholder to
purchase a like aggregate number of Shares as the certificate or certificates
surrendered then entitled such Optionholder to purchase. Any Optionholder
desiring to exchange an Option Certificate shall make such request in writing
delivered to the Company, and shall surrender, properly endorsed, the
certificate evidencing the Option to be so exchanged. Thereupon, the Company
shall execute and deliver to the person entitled thereto a new Option
Certificate as so requested.

3.3. MUTILATED, LOST, STOLEN, OR DESTROYED CERTIFICATE. In case the
certificate or certificates evidencing the Options shall be mutilated, lost,
stolen or destroyed, the Company shall, at the request of the Optionholder,
issue and deliver in exchange and substitution for and upon cancellation of
the mutilated certificate or certificates, or in lieu of and substitution for
the certificate or certificates lost, stolen or destroyed, a new Option
Certificate or certificates of like tenor and representing an equivalent
right or interest, but only upon receipt of evidence satisfactory to the
Company of such loss, theft or destruction of such Option and a bond of
indemnity, if requested, also satisfactory in form and amount, at the
applicant's cost. Applicants for such substitute Option Certificate shall
also comply with such other reasonable regulations and pay such other
reasonable charges as the Company may prescribe.

3.4. FORM OF CERTIFICATE. The text of the Option and of the form of
election to purchase Warrants shall be substantially as set forth in Exhibit
A attached hereto. The number of Warrants issuable upon exercise of the
Options is subject to adjustment upon the occurrence of certain events, all
as hereinafter provided. The Option Certificates shall be executed on behalf
of the Company by its President or by a Vice President and attested to by its
Secretary or an Assistant Secretary. An Option bearing the signature of an
individual who was at any time the proper officer of the Company shall bind
the Company, notwithstanding that such individual shall have ceased to hold
such officer prior to the delivery of such Option Certificate or did not hold
such office on the date of this Agreement.

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3.5. DATE OF CERTIFICATE. The Option Certificates shall be dated as of
the date of signature thereof by the Company either upon initial issuance or
upon division, exchange, substitution or transfer.

SECTION 4. ADJUSTMENT OF NUMBER OF SHARES

4.1. ADJUSTMENTS. The adjustments to the number of Shares purchasable
upon the exercise of the Warrants underlying the Options and the adjustments
to the exercise price of such Warrants shall be made to the Option
Securities, notwithstanding that such Options shall not have been exercised
at the time of the event which causes such adjustment.

4.2. NOTICE OF ADJUSTMENT. Whenever the number of Shares purchasable
upon exercise of the Options is adjusted as herein provided, the Company
shall cause to be promptly mailed to the Optionholder by first class mail,
postage prepaid, notice of such adjustment and a certificate of the chief
financial officer of the Company setting forth the number of Warrants
purchasable upon the exercise of the Options after such adjustment, a brief
statement of the facts requiring such adjustment and the computation by which
such adjustment was made.

4.3. PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION,
CONSOLIDATION, ETC. In case of any consolidation of the Company with or
merger of the Company into another corporation, or in case of any sale or
conveyance to another corporation of the property, assets, or business of the
Company as an entirety or substantially as an entirety, the Company or such
successor or purchasing corporation, as the case may be, shall execute with
the Optionholder an agreement that the Optionholder shall have the right
thereafter upon payment of the Exercise Price in effect immediately prior to
such action to purchase, upon exercise of the Options, the kind and amount of
shares and other securities and property which it would have owned or have
been entitled to receive after the happening of such consolidation, merger,
sale, or conveyance had the Options been exercised immediately prior to such
action. In the event of a merger described in Section 368(a)(2)(E) of the
Internal Revenue Code of 1986, in which the Company is the surviving
corporation, the right to purchase Warrants under the Options shall terminate
on the date of such merger and thereupon the Options shall become null and
void, but only if the controlling corporation shall agree to substitute for
the Options, its Options which entitle the holder thereof to purchase upon
their exercise the kind and amount of Warrants and other securities and
property which it would have owned or been entitled to receive had the
Options been exercised immediately prior to such merger. Any such agreements
referred to in this subsection 4.3 shall provide for adjustments, which shall
be as nearly equivalent as may be practicable to the adjustments provided for
in Section 4 hereof. The provisions of this subsection 4.3 shall similarly
apply to successive consolidations, mergers, sales, or conveyances.

4.4. INDEPENDENT PUBLIC ACCOUNTANTS. The Company may retain a firm of
independent public accountants of recognized national standing (which may be
any such firm regularly employed by the Company) to make any computation
required under this Section 4, and a certificate signed by such firm shall be
conclusive evidence of the correctness of any computation made under this
Section 4.

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SECTION 5. NOTICE TO HOLDERS

If, prior to the expiration of the Options either by its terms or by its
exercise in full, any of the following shall occur:

(i) the Company shall declare a dividend or authorize any other
distribution on its Common Stock; or

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(ii) the Company shall authorize the granting to the shareholders of
its Common Stock of rights to subscribe for or purchase any securities or any
other similar rights; or

(iii) any reclassification, reorganization or similar change of
the Common Stock, or any consolidation or merger to which the Company is a
party, or the sale, lease, or exchange of any significant portion of the
assets of the Company; or

(iv) the voluntary or involuntary dissolution, liquidation or
winding up of the Company; or

(v) any purchase, retirement or redemption by the Company of its
Common Stock;

the date on which a record is to be taken for the purpose of such
dividend, distribution or rights, or, if a record is not to be taken, the
date as of which the shareholders of Common Stock of record to be entitled to
such dividend, distribution or rights are to be determined;

the date on which such reclassification, reorganization, consolidation,
merger, sale, transfer, dissolution, liquidation, winding up or purchase,
retirement or redemption is expected to become effective, and the date, if
any, as of which the Company's shareholders of Common Stock of record shall
be entitled to exchange their Common Stock for securities or other property
deliverable upon such reclassification, reorganization, consolidation,
merger, sale, transfer, dissolution, liquidation, winding up, purchase,
retirement or redemption; and

if any matters referred to in the foregoing clauses (x) and (y) are to be
voted upon by shareholders of Common Stock, the date as of which those
shareholders to be entitled to vote are to be determined.

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SECTION 6. OFFICERS' CERTIFICATE

Whenever the Exercise Price or the aggregate number of Option Securities
purchasable pursuant to this Option Agreement shall be adjusted as required
by the provisions of Section 4 above, the Company shall promptly file with
its Secretary or an Assistant Secretary at its principal office, and with its
transfer agent, if any, an officers' certificate executed by the Company's
President and Secretary or Assistant Secretary, describing the adjustment and
setting forth, in reasonable detail, the facts requiring such adjustment and
the basis for and calculation of such adjustment in accordance with the
provisions of this Option Agreement. Each such officers' certificate shall
be made available to the Holder or Holders of the Options for inspection at
all reasonable times, and the Company, after each such adjustment, shall
promptly deliver a copy of the officers' certificate relating to that
adjustment to the Holder or Holders of the Options. The officers'
certificate described in this Section 6 shall be deemed to be conclusive as
to the correctness of the adjustment reflected therein if, and only if, no
Holder of an Option delivers written notice to the Company of an objection to
the adjustment within 30 days after the officers' certificate is delivered to
the Holder or Holders of the Options. The Company will make its books and
records available for inspection and copying during normal business hours by
the Holder so as to permit a determination as to the correctness of the
adjustment. If written notice of an objection is delivered by a Holder to
the Company and the parties cannot reconcile the dispute, the Holder and the
Company shall submit the dispute to arbitration pursuant to the provisions of
Section 19 below. Failure to prepare or provide the officers' certificate
shall not modify the parties' rights hereunder.

SECTION 7. RESERVATION OF OPTION SECURITIES

SECTION 8. REGISTRATION RIGHTS

8.1. DEMAND REGISTRATION RIGHTS. Upon the written request of a Majority
Holder, made at any time after the Exercise Date, but before the Expiration
Date, the Company shall file within 90 days of such written request a
registration statement or Regulation A offering statement pursuant to the
Act, and all necessary amendments thereto, to register or qualify the Option
Securities (including both the Warrants issued or issuable upon exercise of
the Options

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and the shares issued or issuable upon exercise of such Warrants). No
additional securities shall be included in such registration statement or
offering statement without the written consent of the Majority Holder. The
Company may use the Regulation A exemption if available, but the Company must
file a registration statement if the securities that are to be covered cannot
be sold pursuant to Regulation A because of the limitations applicable to the
use of the Regulation A exemption. The Company agrees to use its best
efforts to cause this registration or qualification to become effective as
promptly as practicable and to keep such registration effective for a period
of the lesser of 180 days or the date of completion of the distribution
described in the Registration Statement; and its officers, directors,
consultants, auditors and counsel shall cooperate in all matters necessary or
advisable to pursue this objective. All of the expenses of this registration
or qualification shall be borne by the Company, including, but not limited
to, legal, accounting, consulting, printing, filing and NASD fees,
out-of-pocket expenses incurred by counsel, accountants, and consultants
retained by the Company and miscellaneous expenses directly related to the
registration statement or offering statement and the offering, and the
underwriter's accountable and nonaccountable expense allowances and fees; but
the Company shall not pay any brokerage fees, commissions or underwriting
discounts except to the extent they are attributable to other securities that
the Company has been permitted to register or qualify or to offer in
conjunction with the registration and qualification of the Option Securities.
Notwithstanding the foregoing, if, as a qualification of any offering in any
state or jurisdiction in which the Company (by vote of its Board of
Directors) or any underwriter determines in good faith that it wishes to
offer securities registered in the offering, it is required that offering
expenses be allocated in a manner different from that provided above, then
the offering expenses shall be allocated in whatever manner is most nearly in
compliance with the provisions set out above. The Majority Holder shall be
entitled to exercise the rights described in this subsection 8(b) one time
only.

Within 10 days after the delivery by the Majority Holder to the Company
of the notice described above, the Company shall deliver written notice to
all other Holders of the Options and holders of the Option Securities, if
any, advising them that the Company is proceeding with a registration
statement or offering statement and offering them the right to include the
Option Securities of those Holders or holders therein. If any Holder of an
Option and/or Option Securities delivers written acceptance of that offer to
the Company within 30 days after the delivery of the Company's notice, the
Company shall be obligated to include that holder's Option Securities in the
contemplated registration statement or offering statement.

8.2. "PIGGY-BACK" REGISTRATION RIGHTS. If at any time prior to the
Expiration Date the Company files a registration statement with the
Commission pursuant to the Act, or pursuant to any other act passed after the
date of this Agreement, which filing provides for the sale of securities by
the Company to the public, or files a Regulation A offering statement under
the Act, the Company shall offer to the Holder or Holders of the Options and
the holders of any Option Securities the opportunity to register or qualify
the Option Securities, at the Company's sole expense, regardless of whether
the Holder or Holders of the Options or the holders of Option Securities or
both may have previously availed themselves of any of the registration

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rights described in this Section 8; provided, however, that in the case of a
Regulation A offering, the opportunity to qualify shall be limited to the
amount of the available exemption after taking into account the securities
that the Company wishes to qualify. Notwithstanding anything to the
contrary, this subsection 8(c) shall not be applicable to a registration
statement registering securities issued pursuant to an employee benefit plan
or as to a transaction subject to Rule 145 promulgated under the Act or which
a Form S-4 registration statement could be used.

The Company shall deliver written notice to the Holder or Holders of the
Options and to any holders of Option Securities of its intention to file a
registration statement or Regulation A offering statement under the Act at
least 60 days prior to the filing of such registration statement or offering
statement, and the Holder or Holders and holders of Option Securities shall
have 30 days thereafter to request in writing that the Company register or
qualify the Option Securities in accordance with this subsection 8.2. Upon
the delivery of such a written request within the specified time, the Company
shall be obligated to include in its contemplated registration statement or
offering statement all information necessary or advisable to register or
qualify the Option Securities, if the Company does file the contemplated
registration statement or offering statement; provided, however, that neither
the delivery of the notice by the Company nor the delivery of a request by a
Holder or by a holder of Option Securities shall in any way obligate the
Company to file a registration statement or offering statement. Furthermore,
notwithstanding the filing of a registration statement or offering statement,
the Company may, at any time prior to the effective date thereof, determine
not to offer the securities to which the registration statement or offering
statement relates, other than the Option Securities. Notwithstanding the
foregoing, if, as a qualification of any offering in any state or
jurisdiction in which the Company (by vote of its Board of Directors) or any
underwriter determines in good faith that it wishes to offer securities
registered in the offering, it is required that offering expenses be
allocated in a manner different from that provided above, then the offering
expenses shall be allocated in whatever manner is most nearly in compliance
with the provisions set out above.

The Company shall comply with the requirements of this subsection (8.2.)
at its own expense. That expense shall include, but not be limited to,
legal, accounting, consulting, printing, federal and state filing fees, NASD
fees, out-of-pocket expenses incurred by counsel, accountants and consultants
retained by the Company, and miscellaneous expenses directly related to the
registration statement or offering statement and the offering. However, this
expense shall not include the portion of any underwriting commissions,
transfer taxes and the underwriter's accountable and nonaccountable expense
allowances attributable to the offer and sale of the Option Securities, all
of which expenses shall be borne by the Holder or Holders of the Options and
the holders of the Option Securities registered or qualified.

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Securities to registration pursuant to Section 8.2. shall be conditioned upon
such holder's participation in such underwriting, and the inclusion of Option
Securities in the underwriting shall be limited to the extent provided
herein. All holders proposing to distribute their Option Securities through
such underwriting shall (together with the Company and the other holders
distributing their securities through such underwriting) enter into an
underwriting agreement in customary form with the managing underwriter
selected for such underwriting by the Company. Notwithstanding any other
provision of this Section, if the managing underwriter determines that
marketing factors require a limitation of the number of shares to be
underwritten, such underwriter may limit the amount of securities to be
included in the registration and underwriting by the holders of Company
securities exercising "piggyback" registration rights (including the
Optionholder and each holder of Options and Shares). The Company shall so
advise all such holders, and the number of shares of such securities that may
be included in the registration and underwriting shall be allocated among all
of such holders, in proportion, as nearly as practicable, to the respective
amounts of securities requested to be included in such registration held by
such holders at the time of filing the registration statement, PROVIDED,
HOWEVER, that no security holder other than one exercising a demand
registration right shall have superior rights with respect to inclusion in a
registration than those of the Optionholder and each holder of Option
Securities and if any party is granted such superior rights hereafter the
Optionholder and each holder of Option Securities shall be deemed to be
automatically granted similar rights. The Company shall advise all such
holders of any such limitations and of the number of securities that may be
included in the registration. Any securities excluded or withdrawn from such
underwriting shall not be transferred prior to one hundred twenty (120) days
after the effective date of the registration statement relating thereto, or
such shorter period of time as the underwriters may require.

8.3. INCLUSION OF INFORMATION. In the event that the Company registers
or qualifies the Option Securities pursuant to subsections 8.1 or 8.2 above,
the Company shall include in the registration statement or qualification, and
the prospectus included therein, all information and materials necessary or
advisable to comply with the applicable statutes and regulations so as to
permit the public sale of the Option Securities. As used in subsections 8.1
and 8.2, reference to the Company's securities shall include, but not be
limited to, any class or type of the Company's securities or the securities
of any of the Company's subsidiaries or affiliates.

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the Holder or holder delivers written notice to the Company of their desire
to be included and their agreement to pay their pro rata share of the cost
within 30 days after the delivery of the Company's notice to them. The
Company will supply all information necessary or advisable for any such
registration statements or offering statements; provided, however, that all
the costs and expenses of such registration statements or offering statements
shall be borne, in a manner proportionate to the number of securities for
which they indicate a desire to register, by the Holders of the Options and
the holders of Option Securities who seek the registration or qualification
of their Option Securities. In determining the amount of costs and expenses
to be borne by those Holders or holders, the only costs and expenses of the
Company to be included are the additional costs and expenses that would not
have otherwise been incurred by the Company if those Holders or holders had
not desired to file a registration statement or offering statement. As an
example, and without limitation, audit fees would not be charged to those
Holders or holders if or t the extent that the Company would have incurred
the same audit fees for its year-end or other use in the absence of the
registration statement or offering statement. The Holders or holders
responsible for the costs and expenses shall reimburse the Company for those
reimbursable costs and expenses reasonably incurred by the Company within 30
days after the initial effective date of the registration statement or
qualification at issue.

8.5. PAYMENT OF EXERCISE PRICE FROM PROCEEDS. In the event that any
registration statement is utilized for a public offering of any of the Option
Securities to be received upon exercise of the Options pursuant to this
Section 8, the Optionholder may elect to pay the Exercise Price of the
Options to the Company out of the proceeds of the sale of the Option
Securities pursuant to the registration statement concurrently with the
closing of such sale of the Option Securities; provided that if such sale is
not closed within 90 days of the effective date of such registration
statement, then the Optionholder shall be obligated to pay the Exercise Price
of the Options and/or the Warrants to the Company on such 90th day.

8.6. CONDITION OF COMPANY'S OBLIGATIONS. As to each registration
statement or offering statement, the Company's obligations contained in this
Section 8 shall be conditioned upon a timely receipt by the Company in
writing of the following:

(a) Information as to the terms of the contemplated public offering
furnished by and on behalf of each Holder or holder intending to make a
public distribution of the Option Securities; and

(b) Such other information as the Company may reasonably require
from such Holders or holders, or any underwriter for any of them, for
inclusion in the registration statement or offering statement.

8.7. ADDITIONAL REQUIREMENTS. In each instance in which the Company
shall take any action to register or qualify the Option Securities, if any,
pursuant to this Section 8, the Company shall do the following:

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8.9. INDEMNIFICATION AGREEMENTS. In each instance in which pursuant to
this Section 8 the Company shall take any action to register or qualify the
Option Securities, prior to the effective date of any registration statement
or offering statement, the Company and each Holder or holder of Options or
Option Securities being registered or qualified shall enter into reciprocal
indemnification agreements, in the form customarily used by reputable
investment bankers with respect to public offerings of securities, containing
substantially the same terms as described in Section 10. These
indemnification agreements also shall contain an agreement by the Holder or
holder at issue to indemnify and hold harmless the Company, its officers and
directors from and against any and all losses, claims, damages and
liabilities, including, but not limited to, all expenses reasonably incurred
in investigating, preparing, defending or settling any claim, directly
resulting from any untrue statements of material facts, or omissions to state
a material fact necessary to make a statement not misleading, contained in a
registration statement or offering statement to which this Section 8 applies,
if, and only if, the untrue statement or omission directly resulted from
information provided in writing to the Company by the indemnifying Holder or
shareholder expressly for use in the registration statement or offering
statement at issue.

8.10. COHIG AS REPRESENTATIVE. For purposes of subsection 8.7(i)
above, by the receipt of an Option or any Option Securities, all Holders and
all holders of Option Securities

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acknowledge and agree that Cohig is and shall be their representative.

8.11. SURVIVAL. The Company's obligations described in this Section
8 shall continue in full force and effect regardless of the exercise,
surrender, cancellation or expiration of the Options, unless the Options (or
the Warrants underlying the Options) expire unexercised.

SECTION 9. PAYMENT OF TAXES

The Company will pay all documentary stamp taxes, if any, attributable
to the initial issuance of the Options or the securities comprising the
Option Securities; provided, however, the Company shall not be required to
pay any tax which may be payable in respect of any transfer of the Options or
the Option Securities.

SECTION 10. INDEMNIFICATION AND CONTRIBUTION

10.1. INDEMNIFICATION BY COMPANY. In the event of the filing of any
Registration Statement with respect to the Option Securities pursuant to
Section 8 hereof, the Company agrees to indemnify and hold harmless the
Optionholder or any holder of Option Securities and each person, if any, who
controls the Optionholder or any holder of Option Securities within the
meaning of the Act, against any and all loss, claim, damage or liability,
joint or several (which shall, for all purposes of this Agreement include,
but not be limited to, all costs of defense and investigation and all
attorneys' fees), to which such Optionholder or any holder of Option
Securities may become subject, under the Act or otherwise, insofar as such
loss, claim, damage, or liability (or action with respect thereto) arises out
of or is based upon (a) any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement, any Preliminary
Prospectus, the Effective Prospectus, or the Final Prospectus or any
amendment or supplement thereto; or (b) the omission or alleged omission to
state in the Registration Statement, any Preliminary Prospectus, the
Effective Prospectus or the Final Prospectus or any amendment or supplement
thereto a material fact required to be stated therein or necessary to make
the statements therein not misleading; except that the Company shall not be
liable in any such case to the extent, but only to the extent, that any such
loss, claim, damage, or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
reliance upon and in conformity with written information furnished to the
Company by such Optionholder or the holder of such Option Securities
specifically for use in the preparation of the Registration Statement, any
Preliminary Prospectus, the Effective Prospectus and the Final Prospectus or
any amendment or supplement thereto. This indemnity will be in addition to
any liability which the Company may otherwise have.

10.2. INDEMNIFICATION BY UNDERWRITERS. The Optionholders and the
holders of Option Securities agree that they, severally, but not jointly,
shall indemnify and hold harmless the Company, each other person referred to
in subparts (1), (2) and (3) of Section 11(a) of the Act in respect of the
Registration Statement and each person, if any, who controls the Company
within the meaning of the Act, against any and all loss, claim, damage or
liability, joint or

<PAGE>

several (which shall, for all purposes of this Agreement include, but not be
limited to, all costs of defense and investigation and all attorneys' fees),
to which the Company may become subject under the Act or otherwise, insofar
as such loss, claim, damage, liability (or action in respect thereto) arises
out of or are based upon (a) any untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement, any Preliminary
Prospectus, the Effective Prospectus or the Final Prospectus or any amendment
or supplement thereto; or (b) the omission or alleged omission to state in
the Registration Statement, any Preliminary Prospectus, the Effective
Prospectus or the Final Prospectus or any amendment or supplement thereto a
material fact required to be stated therein or necessary to make the
statements therein not misleading; except that such indemnification shall be
available in each such case to the extent, but only to the extent, that such
untrue statement or alleged untrue statement or omission or alleged omission
was made in reliance upon information and in conformity with written
information furnished to the Company by the Optionholder or the holder of
Option Securities specifically for use in the preparation thereof. This
indemnity will be in addition to any liability which the Company may
otherwise have.

10.3. RIGHT TO PROVIDE DEFENSE. Promptly after receipt by an
indemnified party under Section 10.1 or 10.2 above of written notice of the
commencement of any action, the indemnified party shall, if a claim in
respect thereof is to be made against the indemnifying party under such
section, notify the indemnifying party in writing of the claim or the
commencement of that action; the failure to notify the indemnifying party
shall not relieve it of any liability which it may have to an indemnified
party, except to the extent that the indemnifying party did not otherwise
have knowledge of the commencement of the action and the indemnifying party's
ability to defend against the action was prejudiced by such failure. Such
failure shall not relieve the indemnifying party from any other liability
which it may have to the indemnified party. If any such claim or action
shall be brought against an indemnified party, and it shall notify the
indemnifying party thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it wishes, jointly with any other
similarly notified indemnifying party, to assume the defense thereof with
counsel reasonably satisfactory to the indemnified party. After notice from
the indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable
to the indemnified party under such section for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than reasonable costs of investigation; except that Cohig shall
have the right to employ counsel to represent it and the other Optionholders
of holders of Option Securities who may be subject to liability arising out
of any claim in respect of which indemnity may be sought by such persons
against the Company under such section if, in Cohig's reasonable judgment, it
is advisable for Cohig and those Optionholders or holders of Option
Securities to be represented by separate counsel, and in that event the fees
and expenses of such separate counsel shall be paid by the Company.

10.4. CONTRIBUTION. If the indemnification provided for in Sections
10.1 and 10.2 of this Agreement is unavailable or insufficient to hold
harmless an indemnified party, then each indemnifying party shall contribute
to the amount paid or payable by such indemnified party as

<PAGE>

a result of the losses, claims, damages, or liabilities referred to in
Sections 10.1 or 10.2 above (a) in such proportion as is appropriate to
reflect the relative benefits received by the Company on the one hand and the
Optionholders on the other; or (b) if the allocation provided by clause (a)
above is not permitted by applicable law, in such proportion as is
appropriate to reflect the relative benefits referred to in clause (a) above
but also the relative fault of the Company on the one hand and the
Optionholders on the other in connection with the statements or omissions
which resulted in such losses, claims, damages, or liabilities, as well as
any other relevant equitable considerations. The relative benefits received
by the Company and the Optionholders shall be deemed to be in the same
proportion as the total net proceeds from the offering (before deducting
expenses) received by the Company bear to the total underwriting discounts
and un-itemized expenses received by the Underwriters, in each case as set
forth in the table on the cover page of the Final Prospectus. Relative fault
shall be determined by reference to, among other things, whether the untrue
statement of a material fact or the omission to state a material fact relates
to information supplied by the Company or the Underwriter and the parties'
relative intent, knowledge, access to information, and opportunity to correct
or prevent such untrue statement or omission. For purposes of this Section
10.4, the term "damages" shall include any counsel fees or other expenses
reasonably incurred by the Company or the Underwriters in connection with
investigating or defending any action or claim which is the subject of the
contribution provisions of this Section 10.4. No person adjudged guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.

SECTION 11. RESTRICTIONS ON TRANSFER

11.1. RESTRICTIONS ON TRANSFER. The Options, the Option Securities,
and all other securities issued or issuable upon exercise of the Options, may
not be offered, sold or transferred, in whole or in part, except in
compliance with the Act, and except in compliance with all applicable state
securities laws. The Optionholder agrees that prior to making any disposition
of the Options, other than to persons or entities identified in Section 2.1,
the Optionholder shall give written notice to the Company describing briefly
the manner in which any such proposed disposition is to be made; and no such
disposition shall be made if the Company has notified the Optionholder that
in the opinion of counsel reasonably satisfactory to the Optionholder a
registration statement or other notification or post-effective amendment
thereto (hereinafter collectively a "Registration Statement") under the Act
is required with respect to such disposition and no such Registration
Statement has been filed by the Company

<PAGE>

with, and declared effective, if necessary, by, the Commission.

11.2. RESTRICTIVE LEGEND. The Company may cause substantially the
following legends, or their equivalents, to be set forth on each certificate
representing the Options, the Option Securities, or any other security issued
or issuable upon exercise of the Options or the Option Securities, not
theretofore distributed to the public or sold to underwriters, as defined by
the Act, for distribution to the public pursuant to Section 8 above:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES
LAWS AND MAY NOT BE SOLD, EXCHANGED, HYPOTHECATED OR TRANSFERRED IN
ANY MANNER EXCEPT IN COMPLIANCE WITH THE AGREEMENT PURSUANT TO
WHICH THEY WERE ISSUED."

Any legend required by applicable state securities laws.

SECTION 12. FRACTIONAL SHARES

No fractional Warrant shall be issued upon the exercise of all or any
part of an Option. In any case in which other than a full number of Warrants
would be issuable hereunder, the number of Warrants issuable shall be rounded
up to the next whole number.

SECTION 13. NO RIGHTS AS SHAREHOLDER; NOTICES TO OPTIONHOLDER

Nothing contained in this Agreement or in the Options shall be construed
as conferring upon the Optionholder or its transferees any rights as a
shareholder of the Company, including the right to vote, receive dividends,
consent or receive notices as a shareholder in respect to any meeting of
shareholders for the election of directors of the Company or any other
matter. The Company covenants, however, that for so long as an Option is
unexercised, it will furnish any Holder of an Option with copies of all
reports and communications furnished to the shareholders of the Company. In
addition, if at any time prior to the expiration of the Options and prior to
their exercise, any one or more of the following events shall occur:

(i) any action which would require an adjustment pursuant to
Section 4.1 (except subsections 4.1(e) and 4.1(h)) or 4.4; or

(ii) a dissolution, liquidation, or winding up of the Company (other
than in connection with a consolidation, merger, or sale of its property,
assets, and business as an

<PAGE>

entirety or substantially as an entirety) shall be proposed:

then the Company shall give notice in writing of such event to the
Optionholder, as provided in Section 16 hereof, at least 20 days
prior to the date fixed as a record date or the date of closing the
transfer books for the determination of the shareholders entitled
to any relevant dividend, distribution, subscription rights or
other rights or for the determination of shareholders entitled to
vote on such proposed dissolution, liquidation, or winding up.
Such notice shall specify such record date or the date of closing
the transfer books, as the case may be. Failure to mail or
receive notice or any defect therein shall not affect the validity
of any action taken with respect thereto.

SECTION 14. CHARGES DUE UPON EXERCISE

The Company shall pay any and all issue or transfer taxes,
including, but not limited to, all federal or state taxes, that may
be payable with respect to the transfer of the Options or the issue
or delivery of Option Securities upon the exercise of an Option.

SECTION 15. OPTION SECURITIES TO BE FULLY PAID

The Company covenants that all Option Securities that may be
issued and delivered to a Holder of an Option upon the exercise of
an Option and payment of the Exercise Price will be, upon such
delivery, validly and duly issued, fully paid and nonassessable.

SECTION 16. NOTICES

Any notice pursuant to this Agreement by the Company or by an
Optionholder or a holder of Option Securities shall be in writing
and shall be deemed to have been duly given if delivered or mailed
by certified mail, return receipt requested:

If to an Optionholder or a holder of Option Securities,
addressed to Cohig & Associates, Inc., 6300 South Syracuse Way,
Suite 430, Englewood, Colorado 80111, Attention: Corporate
Finance Department; or

If to the Company, addressed to it at 3033 South Parker Road,
Suite 120, Denver, Colorado 80014, Attention: Sissel B. Greenberg,
President.

Each party may from time to time change the address to which
notices to it are to be delivered or mailed hereunder by notice in
accordance herewith to the other party.

SECTION 17. MERGER OR CONSOLIDATION OF THE COMPANY

The Company will not merge or consolidate with or into any other
corporation or sell all or substantially all of its property to another
corporation, unless the provisions of Section 4.4

<PAGE>

are complied with.

SECTION 18. APPLICABLE LAW

The Options and this Option Agreement shall be governed by and
construed in accordance with the laws of the State of Colorado, and
courts located in Colorado shall have exclusive jurisdiction over
all disputes arising hereunder.

SECTION 19. ARBITRATION

The Company and the Holder, and all subsequent Holders or
holders of Option Securities, agree to submit all controversies,
claims, disputes and matters of difference with respect to the
Options and this Option Agreement, including, without limitation,
the application of this Section 19 to arbitration in Denver,
Colorado, according to the rules and practices of the American
Arbitration Association from time to time in force; provided,
however, that if such rules and practices conflict with the
applicable procedures of Colorado courts of general jurisdiction or
any other provisions of Colorado law then in force, those Colorado
rules and provisions shall govern. This agreement to arbitrate
shall be specifically enforceable. Arbitration may proceed in the
absence of any party if notice of the proceeding has been given to
that party. The parties agree to abide by all awards rendered in
any such proceeding. These awards shall be final and binding on
all parties to the extent and in the manner provided by the rules
of civil procedure enacted in Colorado. All awards may be filed,
as a basis of judgment and of the issuance of execution for its
collection, with the clerk of one or more courts, state or federal,
having jurisdiction over either the party against whom that award
is rendered or its property. No party shall be considered in
default hereunder during the pendency of arbitration proceedings
relating to that default.

SECTION 20. MISCELLANEOUS PROVISIONS

(a) Subject to the terms and conditions contained herein,
this Option Agreement shall be binding on the Company and its
successors and shall inure to the benefit of the original Holder,
its successors and assigns and all holders of Option Securities and
the exercise of the Options in full shall not terminate the
provisions of this Option Agreement as it relates to holders of
Option Securities.

(b) If the Company fails to perform any of its
obligations hereunder, it shall be liable to the Holder for all
damages, costs and expenses resulting from the failure, including,
but not limited to, all reasonable attorney's fees and
disbursements.

<PAGE>

(c) This Option Agreement cannot be changed or terminated
or any performance or condition waived in whole or in part except
by an agreement in writing signed by the party against whom
enforcement of the change, termination or waiver is sought;
provided, however, that any provisions hereof may be amended,
waived, discharged or terminated upon the written consent of the
Company and Cohig.

(d) If any provision of this Option Agreement shall be
held to be invalid, illegal or unenforceable, such provision shall
be severed, enforced to the extent possible, or modified in such a
way as to make it enforceable, and the invalidity, illegality or
unenforceability shall not affect the remainder of this Option
Agreement.

(e) The Company and the Holders agree to execute such
further agreements, conveyances, certificates and other documents
as may be reasonably to effectuate the intent and provisions of
this Option Agreement.

(f) Paragraph headings used in this Option Agreement are
for convenience only and shall not be taken or construed to define
or limit any of the terms or provisions of this Option Agreement.
Unless otherwise provided, or unless the context shall otherwise
require, the use of the singular shall include the plural and the
use of any gender shall include all genders.

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

PREMIER CONCEPTS, INC.

By: ____________________________________
Sissel B. Greenberg, President

COHIG & ASSOCIATES, INC.

By: ____________________________________

<PAGE>

EXHIBIT A

THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD,
EXCHANGED, HYPOTHECATED OR TRANSFERRED IN ANY MANNER EXCEPT IN
COMPLIANCE WITH THE AGREEMENT PURSUANT TO WHICH THEY WERE ISSUED.

Option Certificate No. _____

REPRESENTATIVE'S OPTIONS TO PURCHASE __________ WARRANTS

PREMIER CONCEPTS, INC.

INCORPORATED UNDER THE LAWS
OF THE STATE OF COLORADO

This certifies that, for value received, _______________, the registered
holder hereof or assigns (the "Optionholder"), is entitled to purchase from
Premier Concepts, Inc. (the "Company"), at any time during the period
commencing at 9:00 a.m., Colorado time, on _______________ and ending at 5:00
p.m. Colorado time on ___________ at the purchase price of $__________ per
Warrant (the "Exercise Price"), the number of Warrants of the Company set
forth above (the "Warrants"). The number of Warrants purchasable upon
exercise of the Options evidenced hereby shall be subject to adjustment from
time to time as set forth in the Representative's Option Agreement.

The Options evidenced hereby may be exercised in whole or in part by
presentation of this Option Certificate with the Notice of Exercise attached
hereto duly executed (with a signature guarantee as provided thereon) and
simultaneous payment of the Exercise Price at the principal office of the
Company. Payment of such price shall be made at the option of the
Optionholder in cash or by check.

The Options evidenced hereby represent the right to purchase an aggregate
of up to 100,000 Warrants and are issued under and in accordance with an
Representative's Option Agreement, dated as of ________________, between the
Company and Cohig & Associates, Inc. and are subject to the terms and
provisions contained in the Representative's Option Agreement, to all of
which the Optionholder by acceptance hereof consents.

<PAGE>

Upon any partial exercise of the Options evidenced hereby, there shall be
signed and issued to the Optionholder a new Option Certificate in respect of
the Warrants as to which the Options evidenced hereby shall not have been
exercised. These Options may be exchanged at the office of the Company by
surrender of this Option Certificate properly endorsed for one or more new
Options of the same aggregate number of Warrants as here evidenced by the
Option or Options exchanged. No fractional Warrants will be issued upon the
exercise of rights to purchase hereunder, but the Company shall issue an
additional Warrant in lieu of a fractional Warrant if the fractional Warrant
otherwise issuable would be equivalent to one-half a Warrant or more. These
Options are transferable at the office of the Company in the manner and
subject to the limitations set forth in the Representative's Option Agreement.

This Option Certificate does not entitle any Optionholder to any of the
rights of a shareholder of the Company.

PREMIER CONCEPTS, INC.

Dated: _________________________ By: ______________________________
Sissel B. Greenberg, President
[Seal]

Attest:

________________________________
Secretary

<PAGE>

NOTICE OF EXERCISE

(To be executed by a Holder desiring to exercise the right to purchase
Warrants pursuant to an Option.)

The undersigned Holder of a Option hereby

(a) irrevocably elects to exercise the Option to the extent of
purchasing _______________ Warrants;

(b) makes payment in full of the aggregate Exercise Price for those
Warrants in the amount of $_________________ by the delivery of certified
funds or a bank cashier's check in the amount of $_________________;

(c) requests that certificates evidencing the Warrants be issued in the
name of the undersigned, or, if the name and address of some other person is
specified below, in the name of such other person:

_______________________________________________________________________________
(Name and address of person OTHER than the undersigned in whose name Warrants
are to be registered)

(d) requests, if the number of Warrants purchased are not all the
Warrants purchasable pursuant to the unexercised portion of the Option, that
a new Option of like tenor for the remaining Warrants purchasable pursuant to
the Option be issued and delivered to the undersigned at the address stated
below.

Dated: _______________________ _____________________________________________
Signature: (This signature must conform in all respects
to the name of the Holder as specified on the
face of the Option.)

_____________________________ _____________________________________________
Social Security Number Printed Name:
or Employer ID Number

Address: _____________________________________________

ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned, __________________________________,
hereby sells, assigns and transfers unto:

<PAGE>

Name: _________________________________________________
(Please type or print in block letters)

Address: _________________________________________________
_________________________________________________

the right to purchase _________________ Warrants of Premier Concepts, Inc.
(the "Company") pursuant to the terms and conditions of the Option held by
the undersigned. The undersigned hereby authorizes and directs the Company
(i) to issue and deliver to the above-named assignee at the above address a
new Option pursuant to which the rights to purchase being assigned may be
exercised, and (ii) if there are rights to purchase Warrants remaining
pursuant to the undersigned's Option after the assignment contemplated
herein, to issue and deliver to the undersigned at the address stated below a
new Option evidencing the right to purchase the number of Warrants remaining
after issuance and delivery of the Option to the above-named assignee. Except
for the number of Warrants purchasable, the new Options to be issued and
delivered by the Company are to contain the same terms and conditions as the
undersigned's Option. To complete the assignment contemplated by this
Assignment Form, the undersigned hereby irrevocably constitutes and appoints
____________________________________ as the undersigned's attorney-in-fact to
transfer the Options and the rights thereunder on the books of the Company
with full power of substitution for these purposes.

_____________________________________________
Signature (This signature must conform in all
respects to the name of the Holder as specified
on the face of the Option.)

Printed Name: _____________________________________________

Address: _____________________________________________

<PAGE>

[LETTERHEAD]

June 27, 1996

Premier Concepts, Inc.
3033 S. Parker Road, Suite 120
Aurora, Colorado 80014

RE: REGISTRATION STATEMENT ON FORM SB-2

Ladies and Gentlemen:

We have acted as counsel to Premier Concepts, Inc. (the "Company") in
connection with a Registration Statement on Form SB-2 (the "Registration
Statement") to be filed with the United Stated Securities and Exchange
Commission, Washington, D.C., pursuant to the Securities Act of 1933, as
amended, covering the registration of an aggregate of 1,916,667 shares of
Common Stock, $.002 par value ("Common Stock") and 1,250,000 Class A Common
Stock Purchase Warrants ("Class A Warrants"), being offered by the Company
and 102,041 shares of Common Stock and 83,334 Class A Warrants being offered
by certain selling shareholders. Unless otherwise stated, all statements,
opinions and information contained herein assume and give effect to a 1-for-5
reverse split of the Company's securities which will be completed on the
effective date of the Registration Statement and speak as of such date.

In connection with such representation of the Company, we have examined
such corporate records, and have made such inquiry of government officials
and Company officials and have made such examination of the law as we deemed
appropriate in connection with delivering this opinion.

Based upon the foregoing, we are of the opinion as follows:

1. The Company has been duly incorporated and organized under the laws
of the State of Colorado and is validly existing as a corporation in good
standing under the laws of that state.

2. The Company's authorized capital consists of eight hundred fifty
million (850,000,000) shares of Common Stock having a par value of $0.002
each and twenty million (20,000,000) shares of Preferred Stock having a par
value of $.10 each.

3. The 102,041 shares of the Company's Common Stock and 83,334 Class A
Warrants being registered for sale and offered by the Selling Shareholders
shall, upon the issuance thereof as more fully described in the Registration
Statement, be lawfully and validly issued, fully paid and non-assessable
shares of the Company's Common Stock.

<PAGE>

Premier Concepts, Inc.
June 27, 1996
Page 2

4. The 1,916,667 shares of the Company's Common Stock offered by the
Company shall, upon valid issuance thereof as more fully described in the
Registration Statement, be duly and validly authorized, legally issued, fully
paid and non-assessable.

5. The 1,250,000 Class A Warrants offered by the Company shall, upon
valid issuance thereof as more fully described in the Registration Statement,
be duly and validly authorized, legally issued, and fully exercisable in
accordance with their respective terms and conditions.

Sincerely,

Clifford L. Neuman

CLN:at

<PAGE>

PREMIER CONCEPTS, INC.

AND

CORPORATE STOCK TRANSFER, INC.

WARRANT AGENT

WARRANT AGREEMENT

DATED AS OF _______________, 1996

<PAGE>

THIS WARRANT AGREEMENT dated as of _______________, 1996, is between
Premier Concepts, Inc. (the "Company"), a Colorado corporation, and Corporate
Stock Transfer, Inc. (called, as well as any successor acting as warrant
agent under this Agreement, the "Warrant Agent").

RECITALS

1. The Company proposes to issue shares of its $.002 par value Common
Stock ("Common Stock") pursuant to Registration Statement No. __________ (the
"Registration Statement") that the Company has filed with the United States
Securities and Exchange Commission; and

2. The Company also proposes to issue Warrants (evidenced by a "Warrant
Certificate") in connection with and in addition to the issuance of said
shares of Common Stock. All shares of Common Stock (and, if appropriate
after certain adjustments provided for in this Agreement, such other classes
of securities or property) to be purchased upon the exercise of the Warrants
shall be called the "Warrant Shares"; and

3. Two Warrants will entitle the Warrant Holder to purchase one Warrant
Share; and

4. The Company desires to enter into this agreement to establish the
terms and conditions of the Warrants, to set forth the rights of the
registered holders of the Warrants (collectively the "Warrant Holders"), and
to provide for the issuance, transfer and exercise of the Warrants and other
matters; and

5. The Company desires the Warrant Agent to act on behalf of the
Company and the Warrant Agent is willing so to act under the terms of this
Agreement;

NOW THEREFORE, in consideration of the mutual agreements stated in this
Agreement, the Company and the Warrant Agent agree as follows:

TERMS OF WARRANTS

SECTION 1 DEFINITIONS

The following terms used in this agreement shall have the following
meanings (unless otherwise expressly provided herein):

1.1 THE "ACT." The Securities Act of 1933, as amended.

1.2 THE "COMMISSION." The Securities and Exchange Commission.

1.3 THE "COMPANY." Premier Concepts, Inc., a Colorado corporation.

<PAGE>

1.4 "COMMON STOCK." The Common Stock, $.002 par value per share, of the
Company, whether now or hereafter authorized, holders of which have the right
to participate in the distribution of earnings and assets of the Company
without limit as to the amount or percentage.

1.5 "CURRENT MARKET PRICE." The Current Market Price shall be
determined as follows:

(a) if the security at issue is listed on a national securities
exchange or admitted to unlisted trading privileges on such an exchange or
quoted on NASDAQ, the Current Market Price shall be the last reported sale
price of that security on such exchange or system on the day immediately
before the event; or, if no such sale is made on such day, the average of the
highest closing bid and lowest asked price for such day on such exchange or
system; or

(b) if the security at issue is not so listed or quoted or admitted
to unlisted trading privileges, the Current Market Price shall be the average
of the last reported highest bid and lowest asked prices quoted by the
National Quotation Bureau, Inc. on the last business day prior to the day of
the event; or

(c) if the security at issue is not so listed or quoted or admitted
to unlisted trading privileges and bid and asked prices are not reported, the
Current Market Price shall be determined in such reasonable manner as may be
prescribed from time to time by the Board of Directors of the Company.

1.6 "EFFECTIVE DATE." __________ .

1.7 "EXERCISE DATE." The date of surrender for exercise of any Warrant
Certificate, provided the exercise form on the back of the Warrant
Certificate or a form substantially similar thereto has been completed in
full by the Warrant Holder or a duly appointed attorney and the Warrant
Certificate is accompanied by payment in full of the Exercise Price.

1.8 "EXERCISE PERIOD." The period commencing on the date the Warrants
are issued and extending to and through the Expiration Date.

1.9 "EXERCISE PRICE." $_______ per Share, as modified in accordance
with Section 10, below.

1.10 "EXPIRATION DATE." 5:00 p.m. Colorado time on _____________,
subject to the terms provided in Section 5 hereof for redemption; provided,
however, if such date shall be a holiday or a day on which banks are
authorized to close in the State of Colorado, the Expiration Date shall mean
5:00 p.m. Denver Time on the next following day which in the State of
Colorado is not a holiday or a day on which banks are authorized to close.
If the Company redeems the Warrants as provided in Section 5 of this
Agreement, the Expiration Date shall be

<PAGE>

the date fixed for redemption.

1.11 "NASDAQ." The electronic inter-dealer quotation system operated by
NASDAQ, Inc.

1.12 "PUBLIC OFFERING." The public offering by the Company of 1,000,000
shares of Common Stock and 1,000,000 warrants pursuant to an underwriting
agreement dated as of ______ between the Company and Cohig & Associates, Inc.
("Cohig") as Representative of the several Underwriters named in the
underwriting agreement.

1.13 "WARRANTS." The Warrants issued in accordance with the terms of
this Agreement and any Warrants issued in substitution for or replacement of
such Warrants, or any Warrants into which such Warrants may be divided or
exchanged.

1.14 "WARRANT SHARES." The Common Stock purchasable upon exercise of a
Warrant.

1.15 "TERMINATION OF BUSINESS." Any sale, lease or exchange of all, or
substantially all, of the Company's assets or business or any dissolution,
liquidation or winding up of the Company.

SECTION 2 WARRANTS AND ISSUANCE OF WARRANT CERTIFICATES

2.1 DESCRIPTION OF WARRANTS. Two Warrants shall initially entitle the
Warrant Holder to purchase one share of Common Stock on exercise thereof,
subject to modification and adjustment as hereinafter provided in Section 10.
Warrant Certificates representing up to 1,333,335 Warrants and evidencing the
right to purchase an aggregate of up to 666,667 shares of Common Stock of the
Company shall be executed by the proper officers of the Company. The Company
shall deliver Warrant Certificates in required whole number denominations to
the person entitled thereto in connection with the original issuance of
Warrant Certificates or any transfer or exchange permitted under this
Agreement.

2.2 WARRANT SHARES. Except as provided in Section 3.4 hereof, share
Certificates representing the Warrant Shares shall be issued only on or after
the Exercise Date upon exercise of the Warrants or upon transfer or exchange
of the Warrant Shares following exercise of the Warrants.

SECTION 3 FORM OF WARRANT

3.1 FORM OF CERTIFICATES. The Warrant Certificates shall be substantially
in the form attached hereto as Exhibit A and may have such letters, numbers or
other marks of identification and such legends, summaries or endorsements
printed, lithographed or engraved thereon as the Company may deem appropriate
and as are not inconsistent with the provisions of this Agreement. The Warrant
Certificates shall be dated as of the date of issuance, whether on

<PAGE>

initial issuance, transfer, exchange or in lieu of mutilated, lost, stolen or
destroyed Warrant Certificates.

3.2 EXECUTION OF CERTIFICATES. The Warrant Certificates shall be
executed on behalf of the Company by its President and Secretary, by manual
signatures or by facsimile signatures printed thereon, and shall have
imprinted thereon a facsimile of the Company's seal. If any person whose
facsimile signature has been placed upon any Warrant Certificate as the
signature of an officer of the Company shall have ceased to be such officer
before such Warrant Certificate is countersigned, issued and delivered, such
Warrant Certificate may be countersigned, issued and delivered with the same
effect as if such person had not ceased to be such officer. Any Warrant
Certificate may be signed by, or may bear the facsimile signature of, any
person who at the actual date of the preparation of such Warrant Certificate
shall be a proper officer of the Company to sign such Warrant Certificate
even though such person was not such an officer upon the date of this
Agreement.

3.3 COUNTERSIGNATURES. Warrant Certificates shall be manually
countersigned by the Warrant Agent and shall not be valid for any purpose
unless so countersigned. The Warrant Agent is hereby authorized to
countersign and deliver to, or in accordance with the instructions of, any
Warrant Holder any Warrant Certificate which is properly issued under the
terms of this Agreement.

3.4 MUTILATED, LOST, STOLEN, OR DESTROYED CERTIFICATE. In case the
certificate or certificates evidencing the Warrants shall be mutilated, lost,
stolen or destroyed, the Company shall, at the request of the Warrant Holder,
issue and deliver in exchange and substitution for and upon cancellation of
the mutilated certificate or certificates, or in lieu of and substitution for
the certificate or certificates lost, stolen or destroyed, a new Warrant
Certificate or Certificates of like tenor and representing an equivalent
right or interest, but only upon receipt of evidence satisfactory to the
Company of such loss, theft or destruction of such Warrant and a bond of
indemnity, if requested, also satisfactory in form and amount, at the
applicant's cost. Applicants for such substitute Warrant Certificate shall
also comply with such other reasonable regulations and pay such other
reasonable charges as the Company may prescribe.

3.5 EXCHANGE OF CERTIFICATE. Any Warrant Certificate may be exchanged
for another certificate or certificates entitling the Warrant Holder to
purchase a like aggregate number of Shares as the certificate or certificates
surrendered then entitled such Warrant Holder to purchase. Any Warrant
Holder desiring to exchange a Warrant Certificate shall make such request in
writing delivered to the Company, and shall surrender, properly endorsed,
with signatures guaranteed, the certificate evidencing the Warrant to be so
exchanged. Thereupon, the Company shall execute and deliver to the person
entitled thereto a new Warrant Certificate as so requested.

SECTION 4 TERM OF WARRANTS; EXERCISE OF WARRANT

<PAGE>

4.1 EXERCISE OF WARRANT. Subject to the terms of this Agreement, the
Warrant Holder shall have the right, at any time during the Exercise Period,
to purchase from the Company up to the number of fully paid and nonassessable
Shares to which the Warrant Holder may at the time be entitled to purchase
pursuant to this Agreement, upon surrender to the Company, at its principal
office, of the certificate evidencing the Warrants to be exercised, together
with the purchase form on the reverse thereof, duly filled in and signed,
and upon payment to the Company of the Exercise Price for the number of
Shares in respect of which such Warrants are then exercised, but in no event
for less than 100 Shares (unless fewer than an aggregate of 100 shares are
then purchasable under all outstanding Warrants held by a Warrant Holder).

4.2 PAYMENT OF EXERCISE PRICE. Payment of the aggregate Exercise Price
shall be made

(a) in cash or by check, or any combination thereof; or

(b) upon the request of the Warrant Holder, by means of a "Cashless
Exercise." In the event of a Cashless Exercise, the Warrant Holder shall
exchange its Warrant for such number of shares of Common Stock determined by
multiplying the number of Warrant Shares into which the Warrant is
exercisable by a fraction, the numerator of which shall be the difference
between the Average Current Market Price per share of Common Stock and the
Exercise Price, and the denominator of which shall be the Average Current
Market Price per share of Common Stock. For purposes of this Section 4.2
only, the "Average Current Market Price" per share of Common Stock at any
date shall be deemed to be the average of the Current Market Prices for 20
consecutive trading days commencing 21 trading days before the date the
Warrant Certificate is tendered for exchange.

4.3 DELIVERY OF WARRANT CERTIFICATE. Subject to Section 4.6 and to
Section 10, upon receipt of a Warrant Certificate with the exercise form
thereon duly executed, together with payment in full of the Exercise Price
for the Warrant Shares being purchased by such exercise, the Warrant Agent
shall requisition from any transfer agent for the Warrant Shares (which
transfer agent may be the Warrant Agent pursuant to its appointment therefor
separately from this Agreement), and upon receipt shall make delivery of
certificates evidencing the total number of whole Warrant Shares for which
Warrants are then being exercised, together with cash as provided in Section
4.7 hereof in respect of any fractional Warrant Shares otherwise issuable
upon such surrender. The certificates shall be in such names and
denominations as are required for delivery to, or in accordance with the
instructions of the Warrant Holder; provided that if fewer than all Warrant
Shares issuable on exercise of a Warrant Certificate are purchased, the
Warrant Agent (if so requested) shall issue such balance Warrant Certificate
for the balance of the Warrant Shares. Such certificates for the Warrant
Shares shall be deemed to be issued, and the person to whom such Warrant
Shares are issued of record shall be deemed to have become a holder of record
of such Warrant Shares, as of the date of the surrender of such Warrant
Certificate and payment of the Exercise Price, whichever shall last occur;
provided further that if the books of the Company with respect to the Warrant
Shares shall be closed as of such date,

<PAGE>

the certificates for such Warrant Shares shall be deemed to be issued, and
the person to whom such Warrant Shares are issued of record shall be deemed
to have become a record holder of such Warrant Shares, as of the date on
which such books shall next be open (whether before, on or after the
applicable Expiration Date) but at the Exercise Price and upon the other
conditions in effect upon the date of surrender of the Warrant Certificate
and payment of the Exercise Price, whichever shall have last occurred, to the
Warrant Agent.

<PAGE>

4.4 CANCELLATION OF CERTIFICATES. All Warrant Certificates surrendered
upon exercise of Warrants shall be canceled.

4.5 DELIVERY OF PROCEEDS OF EXERCISE. Within two days after the receipt
thereof in cleared funds, the Warrant Agent shall deliver to the Company all
proceeds received from Warrant Holders on exercise of the Warrants.

4.6 REGISTRATION STATEMENT. If any Warrant Shares issuable upon the
exercise of Warrants require the maintenance of a current registration
statement under the Securities Act of 1933, as amended (the "Act"), with
respect to such Warrant Shares before such Warrant Shares may be validly and
lawfully issued, the Company will in good faith endeavor to maintain such
current registration statement under the Act, provided that in no event shall
such Warrant Shares be issued, and the Company shall have the authority to
suspend the exercise of any or all Warrants while such registration
statement is not current. Similarly, a Warrant Holder residing in a state
where a required registration or governmental approval of issuance of the
Warrant Shares is not in effect as of or has not been obtained within a
reasonable time after the surrender date of the Warrant Certificate for
exercise shall not be entitled to exercise Warrants unless in the opinion of
counsel such registration or approval in such state shall not be required, or
the Company authorizes issuance. In such event, the Warrant Holder shall be
entitled to transfer the Warrants to others, but only prior to the Expiration
Date for the Warrants being transferred.

4.7 FRACTIONAL SHARES. On exercise of the Warrants by the Warrant
Holders, the Company shall not be required to deliver fractions of shares of
Common Stock; provided, however, that the Company shall purchase such
fraction for an amount in cash equal to the Current Market Price of such
fraction, computed on the trading day immediately preceding the day upon
which such Warrant Certificate was surrendered for exercise. By accepting a
Warrant Certificate, the holder thereof expressly waives any right to receive
a Warrant Certificate evidencing any fraction of a Warrant or to receive any
fractional share of securities upon exercise of a Warrant, except as
expressly provided in this Section 4.7.

SECTION 5 REDEMPTION

5.1 RIGHT TO REDEEM. The Company may, at its option, redeem the
Warrants in whole or in part on a pro rata basis for a redemption price of
$.05 per Warrant (the "Redemption Price") on 45 days prior written notice to
the Warrant Holders. The right to redeem the Warrants may be exercised by
the Company only in the event (i) the closing bid price or closing sale
price, as the case may be, for the Common Stock has exceeded the Exercise
Price by at least 50% during a period of at least 20 of the 30 trading days
immediately preceding the date of mailing of the notice of redemption, (ii)
the Company has in effect a current registration statement (or a
post-effective amendment to an existing registration statement) with the
Commission registering the Warrant Shares, (iii) the expiration of the 45
days notice period is within the Exercise Period, and (iv) the Redemption
Date is at least one year after the Effective Date. In the event the Company
exercises its right to redeem the Warrants, the Expiration Date

<PAGE>

will be deemed to be, and the Warrants will be exercisable until the close of
business on, the date fixed for redemption in such notice (the "Redemption
Date"). If any Warrant called for redemption is not exercised by such time,
it will cease to be exercisable and the Warrant Holder thereof will be
entitled only to the Redemption Price.

5.2 TERMINATION OF RIGHTS. From and after the Redemption Date, all
rights of the holders of record of redeemed Warrants (except the right to
receive the Redemption Price) shall terminate, but only if (i) no later than
one day prior to the Redemption Date the Company shall have irrevocably
deposited with the Warrant Agent, as paying agent, a sufficient amount to pay
on the Redemption Date the Redemption Price for all Warrants called for
redemption, and (ii) the notice of redemption shall have stated the name and
address of the Warrant Agent and the intention of the company to deposit such
amount with the Warrant Agent no later than one day prior to the Redemption
Date.

5.3 PAYMENT OF REDEMPTION PRICE. The Warrant Agent shall pay to the
holders of record of redeemed Warrants all amounts received by the Warrant
Agent for the redemption of warrants to which the holders of record of such
redeemed Warrants who shall have surrendered their Warrants are entitled.
Any amounts deposited by the Company with the Warrant Agent to pay the
Redemption Price for all Warrants called for redemption that are not required
for redemption of Warrants may be withdrawn by the Company. Any amounts
deposited by the Company with the Warrant Agent to pay the Redemption Price
for all Warrants called for redemption that shall be unclaimed six months
after the Redemption Date may be withdrawn by the Company, and thereafter the
holders of the Warrants called for redemption for which such funds were
deposited shall look solely to the Company for payment. The Company shall be
entitled to the interest, if any, on funds deposited with the Warrant Agent,
and the Warrant Holders of redeemed Warrants shall have no right to any such
interest.

5.4 FAILURE TO MAKE DEPOSIT. If the Company fails to make a sufficient
deposit with the Warrant Agent as provided above, the Warrant Holder of any
Warrants called for redemption may at the option of the holder (i) by notice
to the Company declare the notice of redemption a nullity as to such holder,
or (ii) maintain an action against the Company for the Redemption Price. If
the Warrant Holder brings such an action, the Company will pay the reasonable
attorney's fees of the Warrant Holder. If the Warrant Holder fails to bring
an action against the Company for the Redemption Price within 60 days after
the Redemption Date, the Warrant Holder shall be deemed to have elected to
declare the notice of redemption to be a nullity as to such holder and such
notice shall be without any force or effect as to such holder.

SECTION 6. RESERVATION OF WARRANT SHARES

There has been reserved, and the Company shall at all times keep reserved
so long as the Warrants remain outstanding, out of its authorized and
unissued Common Stock, such number of shares of Common Stock as shall be
subject to purchase under the Warrants. The Company covenants that all
Warrant Shares that may be issued and delivered to a Warrant

<PAGE>

Holder upon the exercise of a Warrant and payment of the Exercise Price shall
be validly issued, fully paid and nonassessable, and free from all taxes,
liens and charges with respect to the issuance thereof. Every transfer agent
for the Common Stock and other securities of the Company issuable upon the
exercise of the Warrants will be irrevocably authorized and directed at all
times to reserve such number of authorized shares and other securities as
shall be requisite for such purpose. The Company will keep a copy of this
Agreement on file with every transfer agent for the Common Stock and other
securities of the Company issuable upon the exercise of the Warrants. The
Company will supply every such transfer agent with duly executed stock and
other certificates, as appropriate, for such purpose and will provide or
otherwise make available any cash which may be payable as provided in Section
7 hereof.

SECTION 7 PAYMENT OF TAXES

The Company will pay all documentary stamp taxes, if any, attributable
to the initial issuance of the Warrants or the securities comprising the
Warrant Shares and any tax (except federal or state income tax) which may be
payable in respect of any transfer of the Warrants or the securities
comprising the Warrant Shares.

SECTION 8 CHARGES DUE UPON EXERCISE

The Company shall pay any and all issue or transfer taxes, including, but
not limited to, all federal or state taxes (except federal or state income
tax), that may be payable with respect to the transfer of this Warrant or the
issue or delivery of Warrant Shares upon the exercise of this Warrant.

SECTION 9 REGISTRATION OF TRANSFER

9.1. EXCHANGE OF CERTIFICATE. A Warrant Certificate may be exchanged for
another certificate or certificates entitling the Warrant Holder to purchase
a like aggregate number of Shares as the certificate or certificates
surrendered then entitled such Warrant Holder to purchase. Any Warrant
Holder desiring to exchange a Warrant Certificate shall make such request in
writing delivered to the Company, and shall surrender, properly endorsed,
with signatures guaranteed, the certificate evidencing the Warrant to be so
exchanged. Thereupon, the Company shall execute and deliver to the person
entitled thereto a new Warrant Certificate as so requested.

9.2 TRANSFER. The Warrants may be transferred in whole or in part.
Warrant Certificates representing the Warrants to be transferred shall be
surrendered to the Warrant Agent, properly endorsed, with signatures
guaranteed. Thereupon, the Company shall execute and deliver to the persons
entitled thereto the Warrant Certificate or Certificates to which the holder
making the transfer and the person to whom the transfer is made are entitled
and the Warrant Agent shall promptly cancel the surrendered Warrant
Certificate.

9.3 OWNERSHIP RECORDS. The Warrant Agent shall keep books for
registration of ownership and transfer of Warrant Certificates. Such books
shall show the names and addresses

<PAGE>

of the respective holders of the Warrant Certificates and the number of
Warrants evidenced by each such Warrant Certificate. All Warrant
Certificates presented for registration of transfer shall be duly endorsed or
be accompanied by a written instrument or instruments of transfer in form
satisfactory to the Company and the Warrant Agent. On due presentment for
registration of transfer of any Warrant Certificate at such office, the
Company shall caused to be executed, issued and delivered to the transferee
or transferees a new Warrant Certificate or Certificates representing an
equal aggregate number of Warrants.

9.4 OWNERSHIP PRIOR TO PRESENTMENT. Prior to due presentment for
registration of transfer thereof, the Company may treat the Warrant Holder as
the absolute owner thereof (notwithstanding any notations of ownership or
writing thereon made by anyone other than the Company) and the parties hereto
shall not be affected by any notice to the contrary.

<PAGE>

SECTION 10 ADJUSTMENT OF EXERCISE PRICE AND SHARES

The number and kind of securities purchasable upon the exercise of the
Warrants and the Warrant Price shall be subject to adjustment from time to
time upon the happening of certain events, as follows:

10.1 ADJUSTMENTS. The number of Warrant Shares purchasable upon the
exercise of the Warrants shall be subject to adjustments as follows:

(a) In case the Company shall (i) pay a dividend in Common Stock or
securities convertible into Common Stock or make a distribution to its
stockholders in Common Stock or securities convertible into Common Stock;
(ii) subdivide its outstanding Common Stock; (iii) combine its outstanding
Common Stock into a smaller number of shares of Common Stock; or (iv) issue
by reclassification of its Common Stock other securities of the Company; then
the number of Warrant Shares purchasable upon exercise of the Warrants
immediately prior thereto shall be adjusted so that the Warrant Holder shall
be entitled to receive the kind and number of Warrant Shares or other
securities of the Company which it would have owned or would have been
entitled to receive immediately after the happening of any of the events
described above, had such Warrants been exercised immediately prior to the
happening of such event or any record date with respect thereto. Any
adjustment made pursuant to this subsection 10.1(a) shall become effective
immediately after the effective date of such event retroactive to the record
date, if any, for such event.

(b) If, prior to the expiration of the Warrants by exercise, by
their terms, or by redemption, the Company shall be recapitalized by
reclassifying its outstanding shares of Common Stock into shares with a
different par value, or by changing its outstanding shares of Common Stock
into shares without par value or in the event of any other material change of
the capital structure of the Company or of any successor corporation by
reason of any reclassification, recapitalization or conveyance, prompt,
proportionate, equitable, lawful and adequate provision shall be made whereby
any Warrant Holder shall thereafter have the right to purchase, on the basis
and the terms and conditions specified in this Agreement, in lieu of the
Warrant Shares theretofore purchasable on the exercise of any Warrant, such
securities or assets as may be issued or payable with respect to or in
exchange for the number of Warrant Shares theretofore purchasable on exercise
of the Warrants had such reclassification, recapitalization or conveyance not
taken place; and in any such event, the rights of any Warrant Holder to any
adjustment in the number of Warrant Shares purchasable on exercise of such
Warrant, as set forth above, shall continue to be preserved in respect of any
stock, securities or assets which the Warrant Holder becomes entitled to
purchase.

(c) In case the Company shall issue rights, options, warrants, or
convertible securities to all or substantially all holders of its Common
Stock, without any charge to such holders, entitling them to subscribe for or
purchase Common Stock at a price per share which is lower at the record date
mentioned below than the then Current Market Price, the number of Shares
thereafter purchasable upon the exercise of each Option shall be determined
by multiplying the number of Shares theretofore purchasable upon exercise of
the Options by a

<PAGE>

fraction, of which the numerator shall be the number of shares of Common
Stock outstanding immediately prior to the issuance of such rights, options,
warrants or convertible securities plus the number of additional shares of
Common Stock offered for subscription or purchase, and of which the
denominator shall be the number of shares of Common Stock outstanding
immediately prior to the issuance of such rights, options, warrants, or
convertible securities plus the number of shares which the aggregate offering
price of the total number of shares offered would purchase at such Current
Market Price. Such adjustment shall be made whenever such rights, options,
warrants, or convertible securities are issued, and shall become effective
immediately and retroactively to the record date for the determination of
shareholders entitled to receive such rights, options, warrants, or
convertible securities.

(d) In case the Company shall distribute to all or substantially
all holders of its Common Stock evidences of its indebtedness or assets
(excluding cash dividends or distributions out of earnings) or rights,
options, warrants, or convertible securities containing the right to
subscribe for or purchase Common Stock (excluding those referred to in
subsection 10.1(b) above), then in each case the number of Warrant Shares
thereafter purchasable upon the exercise of the Warrants shall be determined
by multiplying the number of Warrant Shares theretofor purchasable upon
exercise of the Warrants by a fraction, of which the numerator shall be the
then Current Market Price on the date of such distribution, and of which the
denominator shall be such Current Market Price on such date minus the then
fair value (determined as provided in subsection 10.1(g)(y) below) of the
portion of the assets or evidences of indebtedness so distributed or of such
subscription rights, options, warrants, or convertible securities applicable
to one share. Such adjustment shall be made whenever any such distribution
is made and shall become effective on the date of distribution retroactive to
the record date for the determination of stockholders entitled to receive
such distribution.

(e) No adjustment in the number of Warrant Shares purchasable
pursuant to the Warrants shall be required unless such adjustment would
require an increase or decrease of at least one percent in the number of
Warrant Shares then purchasable upon the exercise of the Warrants or, if the
Warrants are not then exercisable, the number of Warrant Shares purchasable
upon the exercise of the Warrants on the first date thereafter that the
Warrants become exercisable; provided, however, that any adjustments which by
reason of this subsection 10.1(e) are not required to be made immediately
shall be carried forward and taken into account in any subsequent adjustment.

(f) Whenever the number of Warrant Shares purchasable upon the
exercise of the Warrant is adjusted, as herein provided, the Exercise Price
payable upon exercise of the Warrant shall be adjusted by multiplying such
Exercise Price immediately prior to such adjustment by a fraction, of which
the numerator shall be the number of Warrant Shares purchasable upon the
exercise of the Warrant immediately prior to such adjustment, and of which
the denominator shall be the number of Warrant Shares so purchasable
immediately thereafter.

<PAGE>

(g) For the purpose of this subsection 10.1, the term "Common
Stock" shall mean (i) the class of stock designated as the Common Stock of
the Company at the date of this Agreement, or (ii) any other class of stock
resulting from successive changes or reclassifications of such Common Stock
consisting solely of changes in par value, or from par value to no par value,
or from no par value to par value. In the event that at any time, as a
result of an adjustment made pursuant to this Section 10, the Warrant Holder
shall become entitled to purchase any securities of the Company other than
Common Stock, (y) if the Warrant Holder's right to purchase is on any other
basis than that available to all holders of the Company's Common Stock, the
Company shall obtain an opinion of an independent investment banking firm
valuing such other securities; and (z) thereafter the number of such other
securities so purchasable upon exercise of the Warrants shall be subject to
adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the Warrant Shares contained in
this Section 4.

(h) Upon the expiration of any rights, options, warrants, or
conversion privileges, if such shall have not been exercised, the number of
Shares purchasable upon exercise of the Warrants, to the extent the Warrants
have not then been exercised, shall, upon such expiration, be readjusted and
shall thereafter be such as they would have been had they been originally
adjusted (or had the original adjustment not been required, as the case may
be) on the basis of (i) the fact that the only shares of Common Stock so
issued were the shares of Common Stock, if any, actually issued or sold upon
the exercise of such rights, options, warrants, or conversion privileges, and
(ii) the fact that such shares of Common Stock, if any, were issued or sold
for the consideration actually received by the Company upon such exercise
plus the consideration, if any, actually received by the Company for the
issuance, sale or grant of all such rights, options, warrants, or conversion
privileges whether or not exercised; provided, however, that no such
readjustment shall have the effect of decreasing the number of Shares
purchasable upon exercise of the Warrants by an amount in excess of the
amount of the adjustment initially made in respect of the issuance, sale, or
grant of such rights, options, warrants, or conversion rights.

10.2 NO ADJUSTMENT FOR DIVIDENDS. Except as provided in subsection 10.1,
no adjustment in respect of any dividends or distributions out of earnings
shall be made during the term of the Warrants or upon the exercise of the
Warrants.

10.3 NO ADJUSTMENT IN CERTAIN CASES. No adjustments shall be made
pursuant to Section 4 hereof in connection with the issuance of the Common
Stock sold as part of the Public Offering sale or the issuance of Warrant
Shares upon exercise of the Warrants. No adjustments shall be made pursuant
to Section 10 hereof in connection with the grant or exercise of presently
authorized or outstanding options to purchase, or the issuance of shares,
aggregating up to _______ shares of Common Stock, under the Company's
director or employee benefit plans disclosed in the Registration Statement
relating to the Public Offering.

10.4 PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION,
ETC. In

<PAGE>

case of any consolidation of the Company with or merger of the Company into
another corporation, or in case of any sale or conveyance to another
corporation of the property, assets, or business of the Company as an
entirety or substantially as an entirety, the Company or such successor or
purchasing corporation, as the case may be, shall execute an agreement that
the Warrant Holder shall have the right thereafter upon payment of the
Exercise Price in effect immediately prior to such action to purchase, upon
exercise of the Warrants, the kind and amount of shares and other securities
and property which it would have owned or have been entitled to receive after
the happening of such consolidation, merger, sale, or conveyance had the
Warrants been exercised immediately prior to such action. In the event of a
merger described in Section 368(a)(2)(E) of the Internal Revenue Code of
1986, in which the Company is the surviving corporation, the right to
purchase Warrant Shares under the Warrants shall terminate on the date of
such merger and thereupon the Warrants shall become null and void, but only
if the controlling corporation shall agree to substitute for the Warrants,
its Warrants which entitle the holder thereof to purchase upon their exercise
the kind and amount of shares and other securities and property which it
would have owned or been entitled to receive had the Warrants been exercised
immediately prior to such merger. Any such agreements referred to in this
subsection 10.4 shall provide for adjustments, which shall be as nearly
equivalent as may be practicable to the adjustments provided for in Section
10 hereof. The provisions of this subsection 10.4 shall similarly apply to
successive consolidations, mergers, sales, or conveyances.

10.5 PAR VALUE OF SHARES OF COMMON STOCK. Before taking any action which
would cause an adjustment effectively reducing the portion of the Exercise
Price allocable to each Warrant Share below the par value per share of the
Common Stock issuable upon exercise of the Warrants, the Company will take
any corporate action which may, in the opinion of its counsel, be necessary
in order that the Company may validly and legally issue fully paid and
nonassessable Common Stock upon exercise of the Warrants.

10.6 INDEPENDENT PUBLIC ACCOUNTANTs. The Company may retain a firm of
independent public accountants of recognized national standing (which may be
any such firm regularly employed by the Company) to make any computation
required under this Section 10, and a certificate signed by such firm shall
be conclusive evidence of the correctness of any computation made under this
Section 10.

10.7 STATEMENT ON WARRANT CERTIFICATES. Irrespective of any adjustments
in the number of securities issuable upon exercise of the Warrants, Warrant
Certificates theretofore or thereafter issued may continue to express the
same number of securities as are stated in the similar Warrant Certificates
initially issuable pursuant to this Agreement. However, the Company may, at
any time in its sole discretion (which shall be conclusive), make any change
in the form of Warrant Certificate that it may deem appropriate and that does
not affect the substance thereof; and any Warrant Certificate thereafter
issued, whether upon registration of transfer of, or in exchange or
substitution for, an outstanding Warrant Certificate, may be in the form so
changed.

<PAGE>

10.8 TREASURY STOCK. For purposes of this Section 10, shares of Common
Stock owned or held at any relevant time by, or for the account of, the
Company, in its treasury or otherwise, shall not be deemed to be outstanding
for purposes of the calculations and adjustments described.

SECTION 11 MERGER OR CONSOLIDATION OF THE COMPANY

<PAGE>

SECTION 12 MODIFICATION OF AGREEMENT

The Company may by supplemental agreement make any changes or corrections
in this Agreement it shall deem appropriate to cure any ambiguity or to
correct any defective or inconsistent provision or mistake or error herein
contained. Additionally, the Company may make any changes or corrections
deemed necessary which shall not adversely affect the interests of the
Warrant Holders, including lowering the exercise price or extending the
Exercise Period of the Warrants; provided, however, this Agreement shall not
otherwise be modified, supplemented or altered in any respect except with the
consent in writing of the Warrant Holders who hold not less than a majority
of the Warrants then outstanding and provided further that no such amendment
shall accelerate the Warrant Expiration Date or increase the Exercise Price
without the approval of all the holders of all outstanding Warrants.

SECTION 13 NOTICES TO WARRANT HOLDERS

13.1 ADJUSTMENT OF NUMBER OF WARRANTS OR EXERCISE PRICE. Upon any
adjustment of the number of Warrant Shares into which a Warrant can be
exercised or the Exercise Price of the Warrants, the Company within 20 days
thereafter shall (i) cause to be filed with the Warrant Agent a certificate,
signed by the President or a Vice President of the Company and by its
Treasurer or an Assistant Treasurer, setting forth the Exercise Price after
such adjustment and setting forth in reasonable detail the method of
calculation and the facts upon and such calculation is based and setting
forth either (1) the number of Warrant Shares (or portion thereof)
purchasable upon exercise of an affected Warrant after such adjustment of the
Exercise Price or (2) the number of Warrants into which each outstanding
affected Warrant will be changed as a result of such adjustment in the
Exercise Price (and if the calculation is performed in accordance with
Section 10.6 of this Agreement) the certificate shall be conclusive evidence
of the correctness of the matters set forth therein; and (ii) cause written
notice of such adjustments to be given to each affected Warrant Holder as of
the record date applicable to such adjustment. Where appropriate, such
notice may be given in advance and included as part of the notice required to
be mailed under the other provisions of this Section.

13.2 DECLARATION OF DIVIDEND; REORGANIZATION; DISSOLUTIONS; ETC. If,
prior to the expiration of this Warrant either by its terms or by its
exercise in full, any of the following shall occur:

(i) the Company shall declare a dividend on its Common Stock or
authorize any other distribution on its Common Stock; or

(ii) the Company shall authorize the granting to the stockholders of
its Common Stock of rights to subscribe for or purchase any securities or any
other similar rights; or

(iii) any reclassification, reorganization or similar change of
the Common

<PAGE>

Stock, or any consolidation or merger to which the Company is a party, or the
sale, lease, or exchange of any significant portion of the assets of the
Company; or

(iv) the voluntary or involuntary dissolution, liquidation or
winding up of the Company; or

(v) any purchase, retirement or redemption by the Company of its
Common Stock;

(a) the purpose for which a record of stockholders is to be taken;

(b) the number, amount, price, and nature of the shares of Common
Stock or other stock, securities, or assets which will be deliverable on
Warrant Shares following exercise of the Warrants if such exercise occurs
prior to the record date for such action;

(c) the date on which a record is to be taken for the purpose of
such dividend, distribution or rights, or, if a record is not to be taken,
the date as of which the stockholders of Common Stock of record to be
entitled to such dividend, distribution or rights are to be determined;

(d) the date on which such reclassification, reorganization,
consolidation, merger, sale, transfer, dissolution, liquidation, winding up
or purchase, retirement or redemption is expected to become effective, and
the date, if any, as of which the Company's stockholders of Common Stock of
record shall be entitled to exchange their Common Stock for securities or
other property deliverable upon such reclassification, reorganization,
consolidation, merger, sale, transfer, dissolution, liquidation, winding up,
purchase, retirement or redemption; and

<PAGE>

(e) if any matters referred to in the foregoing clauses (x) and (y)
are to be voted upon by stockholders of Common Stock, the date as of which
those stockholders to be entitled to vote are to be determined.

13.3 FAILURE TO GIVE NOTICE. Without limiting the obligation of the
Company hereunder to provide notice to each Warrant Holder, it is agreed that
failure of the Company to give notice shall not invalidate corporate action
taken by the Company.

SECTION 14 NO RIGHTS AS SHAREHOLDER

Nothing contained in this Agreement or in the Warrants shall be construed
as conferring upon the Warrant Holder or its transferees any rights as a
shareholder of the Company, including the right to vote, receive dividends,
consent or receive notices as a shareholder in respect to any meeting of
shareholders for the election of directors of the Company or any other
matter. The Company covenants, however, that for so long as this Warrant is
at least partially unexercised, it will furnish any Holder of this Warrant
with copies of all reports and communications furnished to the shareholders
of the Company. In addition, if at any time prior to the expiration of the
Warrants and prior to their exercise, any one or more of the following events
shall occur:

(a) any action which would require an adjustment pursuant to
Section 10.1 or 10.4; or

then the Company shall give notice in writing of such event to the
Warrant Holder, as provided in Section 13 hereof, at least 20 days prior to
the date fixed as a record date or the date of closing the transfer books for
the determination of the stockholders entitled to any relevant dividend,
distribution, subscription rights or other rights or for the determination of
stockholders entitled to vote on such proposed dissolution, liquidation, or
winding up. Such notice shall specify such record date or the date of
closing the transfer books, as the case may be. Failure to mail or receive
notice or any defect therein shall not affect the validity of any action
taken with respect thereto.

<PAGE>

SECTION 15 WARRANT AGENT

15.1. APPOINTMENT. The Company hereby appoints the Warrant Agent to
act as the agent of the Company in accordance with this Agreement and Warrant
Agent hereby accepts such appointment.

15.2 DUTIES. The Warrant Agent undertakes the duties and obligations
imposed by this Agreement upon the following terms and conditions by all of
which the Company and every Warrant Holder by acceptance of any Warrant
Certificates, shall be bound:

(i) The statements contained in this Agreement and in the Warrant
Certificates shall be taken as statements of the Company and the Warrant
Agent assumes no responsibility for the correctness of any of the same except
such as described by the Warrant Agent or action taken or to be taken by it.

(ii) The Warrant Agent shall not be responsible for any failure of
the Company to comply with any of the Company's covenants contained in this
Agreement or in the Warrant Certificates.

(iii) The Warrant Agent may consult at any time with counsel
satisfactory to it (who may be counsel for the Company) and the Warrant Agent
shall incur no liability or responsibility to the Company or to any Warrant
Holder in respect to any action taken, suffered or omitted by it hereunder in
good faith and in accordance with the opinion or the advice of such counsel,
provided the Warrant Agent shall have exercised reasonable care in the
selection and continued employment of such counsel.

(iv) The Warrant Agent shall incur no liability or responsibility to
the Company or to any Warrant Holder for any action taken in reliance on any
notice, resolution, waiver, consent, order, certificate, or other paper,
document or instrument believed by it to be genuine and to have been signed,
sent or presented by the property party or parties.

(v) The Company agrees to pay to the Warrant Agent the Warrant
Agent's standard published rates in effect on the date of this Agreement, as
the same may be changed from time to time upon thirty (30) days prior written
notice from the Warrant Agent to the Company, for all services rendered by
the Warrant Agent in the execution of this Agreement; to reimburse the
Warrant Agent for all expenses, taxes and governmental charges and other
charges of any kind and nature incurred by the Warrant Agent in the execution
of this Agreement; and to indemnify the Warrant Agent and save it harmless
against any and all liabilities, including judgments, costs and counsel fees,
for anything done or omitted by the Warrant Agent in the execution of this
Agreement except as a result of the Warrant Agent's negligence or bad faith.

(vi) The Warrant Agent shall be under no obligation to institute any
action, suit

<PAGE>

or legal proceeding or to take any other action likely to involve expense
unless the Company or one or more Warrant Holders shall furnish the Warrant
Agent with reasonable security and indemnity for any costs and expenses which
may be incurred, but this provision shall not affect the power of the Warrant
Agent to take such action as the Warrant Agent may consider proper, whether
with or without any such security or indemnity. All rights of action under
this Agreement or under any of the Warrants may be enforced by the Warrant
Agent without the possession of any of the Warrant Certificates or the
production thereof at any trial or other proceeding relative thereto, and any
such action, suit or proceedings instituted by the Warrant Agent shall be
brought in its name as Warrant Agent, and any recovery or judgment shall be
for the ratable benefit of the Warrant Holders as their respective rights or
interests may appear.

(vii) The Warrant Agent and any stockholder, director, officer
or employee of the Warrant Agent may buy, sell or deal in any of the Warrants
or other securities of the Company or become pecuniarily interested in any
transaction in which the Company may be interested, or contract with or lend
money to the Company or otherwise act as fully and freely as though it were
not Warrant Agent under this Agreement. Nothing herein shall preclude the
Warrant Agent from acting in any other capacity for the Company or for any
other legal entity.

(viii) The Warrant Agent shall act hereunder solely as agent for
the Company, and its duties shall be determined solely by the provisions
hereof and those provisions of the Act, the Securities Exchange Act of 1934,
as amended, and those Rules and Regulations of the Commission applicable to
the duties of the Warrant Agent hereunder.

SECTION 16 MERGER, CONSOLIDATION OR CHANGE OF NAME OF WARRANT AGENT

16.1. SUCCESSOR. Any corporation into which the Warrant Agent may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Warrant
Agent shall be a party, or any corporation succeeding to the corporate trust
business of the Warrant Agent, shall be the successor to the Warrant Agent
hereunder without the execution or filing of any paper or any further act on
the part of the parties hereto, provided that such corporation would be
eligible for appointment as a successor Warrant Agent under the provisions of
Section 17 of this Agreement. In case at the time such successor to the
Warrant Agent shall succeed to the agency created by this Agreement, and in
case at that time any of the Warrant Certificates shall have been
countersigned but not delivered, any such successor to the Warrant Agent may
adopt the countersignature of the original Warrant Agent; and in case at the
time any of the Warrant Certificates shall not have been countersigned, any
successor to the Warrant Agent may countersign such Warrant Certificates
either in the name of the predecessor Warrant Agent or in the name of the
successor Warrant Agent; and in all such cases such Warrant Certificates
shall have the full force provided in the Warrant Certificates and in this
Agreement.

16.2. CHANGE OF NAME. In case at any time the name of the Warrant
Agent shall be changed and at such time any of the Warrant Certificates shall
have been countersigned but not

<PAGE>

delivered, the Warrant Agent may adopt the countersignature under its prior
name; and in case at that time any of the Warrant Certificates shall not have
been countersigned, the Warrant Agent may countersign such Warrant
Certificates either in its prior name or in its changed name; and in all such
cases such Warrant Certificates shall have the full force provided in the
Warrant Certificates and in this Agreement.

SECTION 17 CHANGE OF WARRANT AGENT

The Warrant Agent may resign and be discharged from its duties under this
Agreement by giving to the Company notice in writing, and by giving notice in
writing to each Warrant Holder at his address appearing in the Warrant
register, specifying a date when such resignation shall take effect, which
notice shall be sent at least 90 days prior to the date so specified. If the
Warrant Agent shall resign or shall otherwise become incapable of acting, the
Company shall appoint a successor to the Warrant Agent. If the Company shall
fail to make such appointment within a period of 90 days after it has been
notified in writing of such resignation or incapacity by the resigning or
incapacitated Warrant Agent or by any Warrant Holder, then any Warrant Holder
may apply to any court of competent jurisdiction for the appointment of a
successor to the Warrant Agent. Pending appointment of a successor to the
Warrant Agent, either by the Company or by such court, the duties of the
Warrant Agent shall be carried out by the Company. Any successor Warrant
Agent, whether appointed by the Company or by such court, shall be a transfer
agent, bank or trust company, in good standing, organized under the laws of
one of the states of the United States of America or under the laws of the
United States of America. After appointment, the successor Warrant Agent
shall be vested with the same powers, rights, duties and responsibilities as
if it had been originally named as Warrant Agent without further act or deed
and the former Warrant Agent shall deliver and transfer to the successor
Warrant Agent any property at the time held by it hereunder, and execute and
deliver any further assurance, conveyance, act or deed necessary for the
purpose. Failure to give any notice provided for in this Section, however,
or any defect therein, shall not affect the legality or validity of the
resignation or removal of the Warrant Agent or the appointment of the
successor Warrant Agent, as the case may be.

SECTION 18 NOTICES

18.1 THE COMPANY. All notices, demands, claims, elections, opinions,
requests or other communications hereunder (however characterized or
described) shall be in writing and shall be deemed duly given or made if (and
then two business days after) sent by registered or certified mail, return
receipt requested, postage prepaid and addressed to, in the case of the
Company as follows:

Premier Concepts, Inc.
3033 South Parker Road
Suite 120
Denver, Colorado 80014

<PAGE>

Attention: Sissel B. Greenberg, President

18.2 THE WARRANT AGENT. All notices, demands, claims, elections,
opinions, requests or other communications hereunder (however characterized
or described) shall be in writing and shall be deemed duly given or made if
(and then two business days after) sent by registered or certified mail,
return receipt requested, postage prepaid and addressed to, in the case of
the Warrant Agent as follows:

Corporate Stock Transfer, Inc.
370 Seventeenth Street
Suite 2350
Denver, Colorado 80202

18.3 THE WARRANT HOLDERS. Any distribution, notice or demand required or
authorized by this Agreement to be given or made by the Company or the
Warrant Agent to or on the Warrant Holders shall be sufficiently given or
made if sent by mail, first class, certified or registered, postage prepaid,
addressed to the Warrant Holders at their last known addresses as they shall
appear on the registration books for the Warrant Certificates maintained by
the Warrant Agent.

18.4 EFFECTIVENESS OF NOTICE. The Company may send any notice, demand,
claim, election, opinion, request or communication hereunder to the intended
recipient at the address set forth above using any other means (including
personal delivery, expedited courier, messenger service, telecopy, telex,
ordinary mail or electronic mail), but no such notice, demand, claim,
election, opinion, request or other communication shall be deemed to have
been duly given or made unless and until it actually is received by the
intended recipient. The Company may change the address to which notices,
demands, claims, elections, opinions, requests and other communications
hereunder are to be delivered by giving the Warrant Holders notice in the
manner herein set forth.

SECTION 19 ARBITRATION

The Company and the Holder, and by receipt of a Warrant Certificate or
any Warrant Shares, all subsequent Holders or holders of Warrant Shares,
agree to submit all controversies, claims, disputes and matters of difference
with respect to this Agreement and the Warrant Certificates, including,
without limitation, the application of this Section 19, to arbitration in
Denver, Colorado, according to the rules and practices of the American
Arbitration Association from time to time in force; provided, however, that
if such rules and practices conflict with the applicable procedures of
Colorado courts of general jurisdiction or any other provisions of Colorado
law then in force, those Colorado rules and provisions shall govern. This
agreement to arbitrate shall be specifically enforceable. Arbitration may
proceed in the absence of any party if notice of the proceeding has been
given to that party. The parties agree to abide by all awards rendered in
any such proceeding. These awards shall be final and binding on all parties

<PAGE>

to the extent and in the manner provided by the rules of civil procedure
enacted in Colorado. All awards may be filed, as a basis of judgment and of
the issuance of execution for its collection, with the clerk of one or more
courts, state or federal, having jurisdiction over either the party against
whom that award is rendered or its property. No party shall be considered in
default hereunder during the pendency of arbitration proceedings relating to
that default.

SECTION 20 MISCELLANEOUS PROVISIONS

20.1 PERSONS BENEFITING. This Agreement shall be binding upon and inure
to the benefit of the Company, the Warrant Agent and their respective
successors and assigns and the Warrant Holders. Nothing in this Agreement is
intended or shall be construed to confer on any other person any right,
remedy or claim or to impose on any other person any duty, liability or
obligation.

20.2 SEVERABILITY. If any term contained herein shall be held, declared
or pronounced void, voidable, invalid, unenforceable or inoperative for any
reason by any court of competent jurisdiction, government authority or
otherwise, such holding, declaration or pronouncement shall not affect
adversely any other term, which shall otherwise remain in full force and
effect, and the effect of such holding, declaration or pronouncement shall be
limited to the territory or jurisdiction in which made.

20.3 TERMINATION. This Agreement shall terminate as of the close of
business on the Expiration Date, or such earlier date upon which all Warrants
shall have been exercised or redeemed.

20.4 GOVERNING LAW. These terms and each Warrant Certificate issued
hereunder shall be deemed to be a contract under the laws of the State of
Colorado and for all purposes shall be construed in accordance with the laws
of said state without giving effect to conflicts of laws provisions of such
state.

20.5 AGREEMENT AVAILABLE TO WARRANT HOLDERS. A copy of these terms shall
be available at all reasonable times at the office of the Warrant Agent for
inspection by any Warrant Holder. As a condition of such inspection, the
Company may require any Warrant Holder to submit a Warrant Certificate held
of record for inspection.

20.6 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of such counterparts shall for all purposes be deemed to
be an original and all such counterparts shall together constitute but one
and the same instrument.

20.7 FAILURE TO PERFORM. If the Company fails to perform any of its
obligations hereunder, it shall be liable to the Warrant Holder for all
damages, costs and expenses resulting from the failure, including, but not
limited to, all reasonable attorney's fees and disbursements.

<PAGE>

20.8 PARAGRAPH HEADINGS. Paragraph headings used in this Warrant are
for convenience only and shall not be taken or construed to define or limit
any of the terms or provisions of this Warrant. Unless otherwise provided,
or unless the context shall otherwise require, the use of the singular shall
include the plural and the use of any gender shall include all genders.

<PAGE>

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

PREMIER CONCEPTS, INC.

By: ____________________________________

Name:____________________________________
Title:___________________________________

Attest:

______________________________
Secretary

CORPORATE STOCK TRANSFER, INC.

By: ____________________________________

Name:____________________________________
Title:___________________________________

Attest:

____________________________________
Secretary

<PAGE>

EMPLOYMENT AGREEMENT

THIS AGREEMENT, dated effective as of June 20, 1994 is made and
entered into by and between PREMIER CONCEPTS, INC., a Colorado corporation
("Company" or the "Corporation") and SISSEL GREENBERG ("Employee"). For the
definition of certain terms used in this Agreement, see Section 8 below.

WITNESSETH

WHEREAS, the Company and Employee desire that Employee become President
and C.E.O. of, and employed by, the Company.

NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinbelow set forth, the parties agree as follows:

Section 1. EMPLOYMENT.

1.1 ENGAGEMENT. The Company will employ Employee, and Employee
will accept employment, as an Employee of Company for the Term, subject to
and in accordance with the provisions of this Agreement.

1.2 DUTIES. During the Term, Employee will serve Company in the
capacity of President and Chief Executive Officer. Employee's duties as an
Employee of Company include all of the duties normally associated with such
capacities. Without in any way limiting the generality of the foregoing,
Employee shall be responsible for the day-to-day supervision and operation of
the Company's nationwide chain of faux jewelry retail stores operating under
the trademark "Impostors". Employee's duties will also include such other
activities, responsibilities and duties as may reasonably be assigned from
time to time by the Board. Employee will also perform the duties of the
President as described in the Company's bylaws or as determined from time to
time by the Board.

1.3 ATTENTION AND EFFORT. During normal business hours Employee
will devote Employee's best efforts, entire productive time, ability and
attention to the business of Company. Further, during the Term, Employee
will not, without Company's prior written consent, directly or indirectly
engage in any employment, consulting or other activity which would interfere
or conflict with the performance of Employee's duties or obligations to
Company or which would directly or indirectly compete with Company.

Section 2. COMPENSATION.

2.1 BASE SALARY. During the Term, Company will pay Employee a Base
Salary of $6,000 per month, payable no less frequently than bi-weekly.

<PAGE>

2.2 BENEFITS. During the Term, Employee will be entitled to
participate in such health and major medical insurance programs and such
other fringe benefit programs as may be provided from time to time by the
Board or any person or committee appointed by the Board to determine fringe
benefit programs, all subject to and in accordance with the eligibility and
other requirements of such programs.

2.3 STOCK INCENTIVE PLAN. The Company has adopted and implemented
a Stock Incentive Plan pursuant to which the Company is authorized to issue
incentive stock options qualified under Section 422A of the Internal Revenue
Code of 1986, as amended, (the "ISOP"). As additional compensation for
services hereunder, the Company agrees to grant and issue to Employee on the
date of execution of this Agreement incentive stock options pursuant to the
ISOP exercisable to purchase, in the aggregate, 200,000 shares of the $0.0004
par value common stock of the Company at an exercise price of $1.00 per share
(the "ISO's"), subject to the following terms and conditions:

2.3.1 ISO's exercisable to purchase 100,000 shares of
Common Stock shall be exercisable for a period of time commencing upon the
date of issuance and expiring on December 31, 1995.

2.3.2 ISO's exercisable to purchase an additional
100,000 shares of Common Stock shall be subject to vesting and shall be
exercisable for a period of time commencing on the first anniversary of
Employee's employment with the Company, (the "Exercise Date") and expiring
twelve (12) months thereafter, provided that Employee is currently an
employee of the Company on the Exercise Date, and subject to the provisions
set forth in Sections 2.3.3, 2.3.4 and 2.3.5 below.

2.3.3 Notwithstanding the foregoing, in the event
Employee's employment with the Company is terminated by the Company without
cause prior to the vesting of the ISO's described in Section 2.3.2 above,
then and in such event those ISO's shall be deemed automatically vested and
exercisable by Employee in accordance with their respective terms and
conditions.

2.3.4 Notwithstanding the foregoing, in the event
Employee's employment with the Company is terminated voluntarily by the
Employee without cause after vesting but prior to the exercise of the ISO's,
then and in such event ISO's exercisable to purchase 100,000 shares of the
Company's Common Stock described in Section 2.3.2 above shall automatically
be deemed terminated and of no further legal force or effect; and Employee
agrees to surrender to the Company for cancellation the certificates
representing the ISO's so terminated.

2.3.5 Notwithstanding the foregoing, the ISO's
described in Section 2.3.2 above shall terminate and be of no further legal
force or effect if, after they have vested but prior to their exercise,
Employee's employment with the Company is terminated by the Company with
cause.

2.3.6 The ISO's exercisable to purchase in the
aggregate 200,000 shares of Common Stock of the Company, which shall be
issued to the Employee pursuant to this

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<PAGE>

Section 2.3.6, shall carry piggy-back registration rights pursuant to which
the Company shall register for sale, subject to the agreement of an
underwriter, if any, and subject to Employee executing such agreements
pertaining to such registration as the Company may reasonably request, the
shares of Common Stock issuable upon exercise thereof in any registration
statement which the Company may file under the Securities Act of 1933, as
amended (the "Securities Act"), registering for sale shares of Company Common
Stock, provided that such registration statement may be used for the purpose
of registering for sale under the Securities Act shares of Common Stock
issuable upon exercise of such ISO's.

2.3.7 In addition to the piggyback registration rights
provided for in Section 2.3.6, 2.3.7 above, subject to the Company's
eligibility therefore, the Company agrees to exercise its best efforts to
prepare and cause to be filed under the Securities Act a registration
statement on Form S-8 registering for sale the shares of the Company's common
stock issuable pursuant to the exercise of options granted under the ISOP,
including, without limitation, the ISO's granted and issued to Employee
pursuant to this Section 2.3.

2.4 EXPENSES. During the Term, Company will reimburse Employee for
reasonable out-of-pocket expenses incurred by Employee in performance of
service for Company under this Agreement (E.G., transportation, lodging and
food expenses incurred while traveling on Company business), all subject to
such policies and other requirements as Company may from time to time
establish for its Employees generally.

2.5 WITHHOLDING AND OFFSET. Payment of the base salary and any
other amounts to Employee will be subject to such withholding and offset as
may be provided by applicable law (E.G., for income tax purposes) or
consented to by Employee.

2.6 INDEMNIFICATION. The Company shall indemnify Employee and
shall advance expenses to the Employee in advance of the final disposition of
any matter to the full extent permitted and/or required by applicable law,
and subject to such rights of reimbursement and restitution as may be
provided by applicable law, from and against any and all judgments,
penalties, fines, amounts paid in settlement and reasonable expenses,
including, but not limited to, attorneys' fees and court costs.

Section 3. TERM AND TERMINATION.

3.1 COMMENCEMENT. The Term of this Employment Agreement shall
begin on the 20th day of June, 1994. Inc. (the "Commencement Date").

3.2 TERMINATION. The Term will terminate upon the first of the
following to occur: (a) Company's termination of Employee's Employment for
Cause pursuant to paragraph 3.3; (b) Company's termination of Employee's
employment without Cause pursuant to paragraph 3.4; (c) Employee resigns from
employment as an Employee of Company pursuant to paragraph 3.5; (d)
Employee's termination of Employee's employment for cause pursuant to
paragraph 3.6

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<PAGE>

(e) the death of Employee; (f) ninety (90) days after the disability of
Employee resulting from injury, illness or disease, whether of a mental or
physical nature, which substantially impairs or prevents the ability of
Employee to satisfactorily perform Employee's duties and obligation is under
this Agreement for a period which can reasonably be expected to be of long,
continued or indefinite duration, as determined in good faith by the Board;
or (g) two (2) years from the commencement date.

3.3 TERMINATION FOR CAUSE. Company may at any time terminate
Employee's employment for Cause without prior notice.

3.4 TERMINATION WITHOUT CAUSE. At any time after six (6) months
from the commencement of the Term, the Company may at any time terminate
Employee's employment with or without Cause by giving Employee notice of the
same at least five (5) days prior to the effective date of such termination.
Upon such termination, the Company shall be obligated to pay the remaining
balance of Base Salary (Item 2.1) for the remaining term of the Agreement.

3.5 RESIGNATION. Employee may at any time resign from employment
with Company by giving Company notice of thirty (30) days prior to the
effective date of such termination.

3.6 EMPLOYEE'S TERMINATION FOR CAUSE. Employee may at any time
terminate Employee's employment for cause without prior notice.

3.7 DISABILITY. If in the event of a disability described in
paragraph 3.2(e) Company decides not to terminate Employee's employment and
Employee is entitled to receive payments (I.E., in lieu of wages or other
compensation for employment) on account of such disability under any fringe
benefit program provided by Company, then the base salary described in
paragraph 2.1 will be reduced to the extent of such entitlement.

3.8 RETURN OF COMPANY PROPERTY. Upon termination of the Term,
Employee will deliver to Company any and all property of Company which is in
Employee's possession or control (including, but not limited to, any and all
Materials).

3.9 SURVIVAL. Sections 4 and 5, together with all other provisions
of this Agreement that may reasonably be interpreted or construed to survive
any termination of the Term, will survive any termination of the Term.

Section 4. CONFIDENTIALITY.

4.1 CONFIDENTIAL INFORMATION. In the course of Employee's
employment with Company, Employee will have access to certain Confidential
Information. Employee will use and disclose Confidential Information solely
for the purposes for which it is provided and will take reasonable
precautions to prevent any unauthorized use or disclosure of the same.
Employee will not use or disclose any Confidential Information (a) other than
as required in the course of Employee's employment with Company, (b) for
Employee's own personal gain, or (c) in any manner contrary to the best
interests of Company.

-4-

<PAGE>

In the event of termination prusuant to Sections 3.2(a), (c),
(e), (f) or (g), Employee shall be entitled to no further payments hereunder
after the date of termination. In the event of termination pursuant to
Sections 3.2(b) or (d), Employee shall be entitled to receive all
compensation and benefits provided for herein for the remaining balance of
the term defined in Section 3.2(g).

4.2 PROPRIETARY INFORMATION OF OTHERS. Employee will not use in
the course of Employee's employment with Company, or disclose or otherwise
make available to Company any information, documents or other items which
Employee may have received from any other person (E.G., a prior employer) and
which Employee is prohibited from so using, disclosing or making available
(E.G., by reason of any contract, court order, law or obligation by which
Employee is bound).

4.3 MATERIALS. All Materials and related Intellectual Property
Rights will be the sole and exclusive property of Company, whether or not
such Materials are marked with any Intellectual Property Right notice of
Company or Employee. All such Materials authored, made, conceived or
developed by Employee or made available to Employee (or any copies or
extracts thereof) will be held by Employee in trust solely for the benefit of
Company. Employee will use such Materials only as required in the course of
Employee's employment with Company or as otherwise authorized in writing by
Company.

4.4 NOTICE. This Agreement does not apply to any invention for
which no equipment, supplies, facility or trade secret information of Company
was used, and which was developed entirely on Employee's own time, unless:
(a) the invention relates (i) directly to the Company or (ii) to Company's
actual or demonstrable anticipated research or development; or (b) the
invention results from any work performed by Employee for Company.

Section 5. COMPETITION.

5.1 Employee covenants to and with the Company, its successors and
assigns, that during the term of this Agreement and for a period of six (6)
months from the date of the termination of this Agreement for any reason, she
will not directly or indirectly, either as principal, agent, manager,
employee, owner, partner (dominant or otherwise), stockholder, director or
other officer of a corporation, creditor, consultant or otherwise, engage or
become interested financially or otherwise, in any business, agency, trade or
occupation similar to or in competition with the Company or its affiliates;
nor shall Employee, during the term of this Agreement and for a period of six
(6) months from the date of the termination of this Agreement, consult or
enter into any agreement or arrangement with any other person, firm,
corporation or entity to conduct any research or development, nor shall
Employee directly or indirectly conduct such research or development on her
own behalf, related to the discovery of processes, improvements, developments
or commercialization of any service or product developed or reduced to
practice during the period of employment with the Company, unless Employee
shall have first obtained the Company's expressed written consent thereto.
Because of the nature of the business, the parties agree that it is
reasonable for the covenant to apply to the entire geographic area of the
United States. If the geographic area is determined by a court to be overly
broad in scope, it shall be modified only to the extent necessary

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<PAGE>

to bring it within the requirements of the law and interpreted to give the
Company the broadest protection allowed by law.

5.2 In the event of a breach or threatened breach by Employee of
any provisions of this Section 5, the Company shall be entitled to an
injunction restraining Employee from the commission of such breach. Nothing
herein contained shall be construed as prohibiting the Company from pursuing
any other remedies available to it for such breach or threatened breach,
including the recovery of money damages. The covenants contained in this
Section 5 shall be construed as independent of any other provisions in this
Agreement; and the existence of any claim or cause of action of Employee
against the Company, whether predicated on this Agreement or otherwise, shall
not constitute a defense to the enforcement by the Company of said covenants.

5.3 The covenants contained in this Section 5 shall terminate and,
upon termination, shall be unenforceable and of no further legal force and
effect, in the event the Company, or any successor to the Company, becomes
insolvent or ceases for any reason to conduct business operations for a
continuous period of at least thirty (30) days.

5.4 The Company shall have the right to assign the aforesaid
covenants; and Employee agrees to remain bound by the terms of the covenants
to any and all subsequent purchasers and assignees of the assets and business
of the Company.

Section 6. NON-INTERFERENCE.

6.1 NON-INTERFERENCE WITH THE EMPLOYEES. The Employee covenants
with the Corporation that employees of or consultants to the Corporation and
employees of and consultants to firms, corporations or entities affiliated
with the Corporation have, of necessity, been exposed to and have acquired
certain knowledge, understandings, and know-how concerning the Corporation's
business operations which is confidential information and proprietary to the
Corporation.

6.2 In order to protect the Corporation's confidential information
and to promote and insure the continuity of the Corporation's contractual
relations with its employees and consultants, the Employee covenants and
agrees that for so long as the Employee holds any position or affiliation
with the Corporation, including service to the Corporation as an officer,
director, employee, consultant, agent or contractor, and for a period of six
(6) months from the date the Employee ceases to hold any such position or
status with the Corporation or otherwise becomes disaffiliated with the
Corporation, she will not directly, or permit or encourage others to directly
(i) interfere in any manner whatsoever with the Corporation's contractual or
other relations with any or all of its employees or consultants, or (ii)
induce or attempt to induce any employee or consultant to the Corporation to
cease performing services for or on behalf of the Corporation, or (iii)
solicit, offer to retain, or retain, or in any other manner engage or employ
the services of, or conduct any business activity in cooperation or
association with, any person or entity who at any time was employed by the
Corporation, or any subsidiary of the Corporation, except with the consent of
the Corporation.

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<PAGE>

6.3 In the event any court of competent jurisdiction determines or
holds that all or any portion of the covenants contained in this Section 6
are unlawful, invalid, or unenforceable for any reasons, then the parties
hereto agree to modify the provisions of this Section 6 if and only to the
extent necessary to render the covenants herein contained enforceable and
otherwise in conformance with all legal requirements.

Section 7. CLIENTS AND CUSTOMERS.

7.1 In order to protect the Corporation's proprietary rights and to
promote and ensure the continuity of the Corporation's contractual relations
with its customers and clients, the Employee covenants and agrees that, for
so long as the Employee holds any position or affiliation with the
Corporation, including service to the Corporation as an officer, director,
employee, consultant, agent or contractor, and for a period of six (6) months
from the date the Employee ceases to hold any such position or status with
the Corporation or otherwise becomes disaffiliated with the Corporation, she
will not directly, or permit or encourage others to directly (i) interfere in
any manner whatsoever with the Corporation's contractual or prospective
relations with any clients or customers, or (ii) induce or attempt to induce
any client or customer of the Corporation to cease doing business with the
Corporation, or (iii) solicit, offer to retain, or retain, or in any other
manner engage or enter into any business or other arrangement with any of the
Corporation's customers or clients to pr`ovide any services or products to any
of such customers or clients as they may from time to time exist or be
constituted, except and unless such arrangement for the provision of products
or services is not in any way competitive with the products or services
actually provided by the Corporation to its clients or customers or proposed
to be provided by the Corporation to its clients or customers, or except
under circumstances to which the Corporation has consented in writing, which
consent shall not be unreasonably withheld.

7.2 In the event any court of competent jurisdiction determines or
holds that all or any portions of the covenants contained in this Section 7
are unlawful, invalid or unenforceable for any reason, then the parties
hereto agree to modify the provisions of this Section 7 if and only to the
extent necessary to render the covenants herein contained enforceable and
otherwise in conformance with all legal requirements.

Section 8. DEFINITIONS.

Whenever used in this Agreement with initial letters capitalized, the
following terms will have the following specified meanings:

8.1 "BOARD" means Company's Board of Directors.

8.2 "CAUSE," for purposes of paragraph 3.3, shall include the
occurrence of any of the following:

a. The Employee breaches or violates any of the material
terms of this Agreement and fails to cure such breach or violation within
thirty (30) days of receipt of written notice by Company, which notice shall
specify in detail each alleged breach and specify in detail the

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<PAGE>

actions necessary to cure; provided, further, that the specification for cure
by the Company shall not obligate the Employee to effect the cure in the
manner stated if cure is otherwise timely completed by or on behalf of
Employee;

b. The Employee is shown to have engaged in any material act
of dishonesty or fraud upon the Company, any of its affiliated companies, or
any of its customers or clients;

c. The Employee fails to devote her full time, attention and
efforts to the business and affairs of the Company or its affiliated
companies; provided that the Company shall have first provided the Employee
with thirty (30) days' prior written notice specifying in detail the instance
or instances in which Employee has failed to devote the time required, and
Employee thereafter fails to cure and correct the conduct complained of
within such thirty (30) day period; or

d. The Employee has been grossly negligent in the performance
of her employment duties or responsibilities; provided that the Company shall
have first provided the Employee with thirty (30) days' prior written notice
specifying in detail the instance or instances in which Employee has been
grossly negligent, and Employee thereafter fails to cure and correct the
conduct complained of within such thirty (30) day period.

8.3 "CAUSE," for purposes of paragraph 3.6, shall include the
occurrence of any of the following:

a. The breach or violation by the Company of the any of the
material terms of this Agreement;

b. Any significant change in position, duties and
responsibilities of Employee to which the Employee does not consent,
including, without limitation, imposing the duty upon Employee to be,
directly or indirectly, subordinate (either organizationally or functionally)
to any other executive officer of the Company;

c. Any move of the Company or its principal officers
resulting in or any other requirement that the Employee, without her consent,
change her principal residence.

d. The Company has shown to have engaged in any active
material dishonesty or fraud upon the Employee.

8.4 "COMPANY'S FIELD OF BUSINESS" means any of the fields of the
Company's business. On the date of the Agreement, Company's Field of
Business includes, but is not necessarily limited to, the following: the
ownership and operation of a nationwide chain of faux jewelry retail stores
operating under the trademark "Impostors".

8.5 "CONFIDENTIAL INFORMATION" means any information that is
confidential, proprietary or trade secret information of Company or any of
its customer or clients or any other information the use of disclosure of
which by Company is prohibited or restricted (E.G., by reason

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<PAGE>

of any contract, court order, law or other obligation by which Company is not
bound). "Confidential Information" may include, but is not necessarily
limited to, technology, computer programs, business plans, marketing plans,
information as to existing or future products or services of Company,
financial projections, unpublished works of original authorship, customer
lists, financial information, and trade secrets.

Notwithstanding the foregoing, the restrictions on disclosure and
use of information and materials as set forth in Section 4 shall not apply to
the following, and the following is not confidential or proprietary
information: (1) any information or materials which were generally available
to the public at the time made available to Employee by the Company; (2) any
information or materials which become, without breach of Section 4 and
through no fault of Employee, generally available to the public; (3) any
information or materials which Employee has received from other sources prior
to the date of this Agreement, subject to no restrictions on disclosure
applicable to Employee; and (4) any information or materials which Employee
at any time lawfully obtains from a third party who is not under any
obligation of secrecy or confidentiality to the Company, under circumstances
permitting disclosure by Employee to others without restriction.

8.6 "INTELLECTUAL PROPERTY RIGHT" means any patent, copyright,
trade secret, trade name, trademark or other intellectual property right.

8.7 "MATERIALS" means hardware, software, programs, manuals,
drawings, designs, articles, writings, data, notes, memorandum, manuscripts,
notebooks, proposals, work plans, interim and final reports, project files,
client contract records and other tangible manifestations of any Confidential
Information or Work Products.

8.8 "PRESIDENT" means Company's President.

8.9 "TERM" means the term of Employee's employment as an Employee
of Company pursuant to this Agreement.

Section 9. MISCELLANEOUS.

9.1 COMPLIANCE WITH LAWS. In the performance of this Agreement,
each party will comply with all applicable laws, regulations, rules, orders
and other requirements of governmental authorities having jurisdiction.

9.2 EQUITABLE RELIEF. Employee acknowledges that: the provisions
of Sections 4 and 5 are essential to Company; Company would not enter into
this Agreement if it did not include such provisions; the damages sustained
by Company as a result of any breach of such provisions cannot be adequately
remedied by damages; and, in addition to any other right or remedy that
Company may have (E.G., under this Agreement, by law or otherwise), Company
will be entitled to injunctive and other equitable relief to prevent or
curtail any breach of any such provisions.

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<PAGE>

9.3 NONWAIVER. The failure of either party to insist upon or
enforce strict performance by the other of any provision of this Agreement or
to exercise any right, remedy or provision of this Agreement will not be
interpreted or construed as a waiver or relinquishment to any extent of such
party's right to consent or rely upon the same in that or any other instance;
rather, the same will be and remain in full force and effect.

9.4 ENTIRE AGREEMENT. This Agreement constitutes the Entire
Agreement, and supersedes any and all prior Agreements, between Company and
Employee. No amendment, modification or waiver of any of the provisions of
this Agreement will be valid unless set forth in a written instrument signed
by the party to be bound thereby.

9.5 APPLICABLE LAW. This Agreement will be interpreted, construed
and enforced in all respects in accordance with the local laws of the State
of Colorado, without reference to its choice of law rules.

9.6 ATTORNEYS FEES. In the event that either party consults or
retains an attorney to enforce the terms of this Agreement, the prevailing
party in any such dispute or litigation shall be entitled to recover from the
other party its reasonable attorneys fees and costs incurred.

9.7 SEVERABILITY. If any of the provisions of this Agreement are
held to be invalid or unenforceable, the remaining provisions shall
nevertheless continue to be valid and enforceable to the extent permitted by
law.

COMPANY: PREMIER CONCEPTS, INC., a Colorado corporation

By:_____________________________________
Stephen G. Calandrella - President

EMPLOYEE: SISSEL GREENBERG

________________________________________

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<PAGE>

April 29, 1996

Sissel Greenberg
Premier Concepts, Inc.
3033 South Parker Road, Suite 120
Denver, CO 80014
Dear Ms. Greenberg:
The purpose of this letter is to confirm the engagement of Cohig &
Associates, Inc. ("Cohig") by Premier Concepts, Inc. (the "Company") on an
exclusive basis to render financial advisory and investment banking services to
the Company in connection with a proposed public offering of its
securities (the "Offering").
1. Services to be Rendered. Cohig will render such of the following
financial advisory and investment banking services as the Company may
reasonably request:
(a) Cohig will provide advice to and consult with the Company
concerning the proposed terms and structure of an Offering;
(b) Cohig will advise and assist management with business and
financial planning in connection with the Offering;
(c) Cohig will advise and assist the Company with regard to the
financial structure of the Offering.
2. Fees. The Company agrees to pay to Cohig for its services hereunder
$30,000, payable upon execution of this agreement.
3. Indemnity.
(a) Recognizing that transactions of the type contemplated by this
engagement sometimes result in litigation and that Cohig's role is limited
to acting as the Company's financial advisor, the Company agrees to
indemnify Cohig and its affiliates (and the directors, officers, employees
and controlling persons of Cohig and its affiliates) to the full extent lawful
against any and all claims, damages, losses, liabilities and expenses as
incurred (including all reasonable fees and disbursements of Cohig's and
such persons' counsel and all of Cohig's and such persons' reasonable
travel and other out-of-pocket expenses incurred in connection with the
investigation of and preparation for any such pending or threatened claims
and any litigation or other proceedings arising therefrom) arising out of
Cohig's entering into or performing services under this Agreement.
(b) If for any reason the foregoing indemnification is unavailable
to Cohig, or insufficient to hold it harmless, then the Company shall
contribute to the amount paid or payable by Cohig as a result of such loss,
claim, damage or liability in such proportion as is appropriate to reflect not
only the relative benefits received by the Company and its stockholders on
the one hand and Cohig on the other hand but also the relative fault of the

<PAGE>

Company and Cohig, as well as any relevant equitable considerations. The
reimbursement, indemnity and contribution obligations of the Company under
this paragraph shall be in addition to any liability which the Company may
otherwise have and shall be binding upon and inure to the benefit of any
successor, assigns, heirs and personal representatives of the Company, Cohig
and any other person indemnified. The foregoing agreement shall be in
addition to any rights that any indemnified party may have at common law or
otherwise.
4. Term of Engagement, Survival, Etc. Cohig's engagement hereunder
may be terminated by either the Company or Cohig at any time after September
30, 1995, with or without cause, upon written notice to that effect to the
other party. However, the provisions of Sections 3 and 4 shall survive any
termination of Cohig's engagement hereunder.
5. Use of Opinions. The Company acknowledges that all opinions and advice
(written or oral) given by Cohig to the Company in connection with Cohig's
engagement are intended solely for the benefit and use of the Company (and
its directors, management and attorneys) in connection with the matters
contemplated hereby and the Company agrees that no such opinion or advice
shall be used for any other purpose, or reproduced, disseminated or quoted at
any time, in any manner or for any purpose, nor shall any public references
to Cohig be made by the Company (or such persons), without the prior written
consent of Cohig, which consent shall not be unreasonably withheld.
6. Laws and Jurisdiction to Govern. This letter agreement shall in all
respects be governed by, and construed and enforced in accordance with, the
laws of the State of Colorado.

Please confirm that the foregoing is in accordance with your understandings
and agreements with Cohig & Associates, Inc. by signing and returning to
Cohig the duplicate of this letter enclosed herewith.
Very truly yours,

COHIG & ASSOCIATES, INC.

By:
David H. Drennen
Executive Vice President
Accepted, agreed, and effective as
of the date first above written:

PREMIER CONCEPTS, INC.

By:
Sissel Greenberg
President
Premier Concepts, Inc.

<PAGE>
April 29, 1996
Page

Rev. 4/29/96

<PAGE>

[LETTERHEAD]

June 27, 1996

Premier Concepts, Inc.
3033 S. Parker Road, Suite 120
Aurora, Colorado 80014

RE: S.E.C. REGISTRATION STATEMENT ON FORM SB-2

Ladies and Gentlemen:

We hereby consent to the inclusion of our opinion regarding the legality
of the securities being registered by the Form SB-2 Registration Statement to
be filed with the United States Securities and Exchange Commission,
Washington, D.C., pursuant to the Securities Act of 1933, as amended, by
Premier Concepts, Inc., a Colorado corporation (the "Company") in connection
with the offering by the Company and certain Selling Shareholders described
therein of up to 2,018,708 shares of Common Stock and 1,333,334 Class A
Warrants as proposed and more fully described in such Registration Statement.

We further consent to the reference in such Registration Statement to
our having given such opinions.

Sincerely,

Clifford L. Neuman

CLN:at

<PAGE>

INDEPENDENT AUDITOR'S CONSENT

We consent to the incorporation by reference of our report dated April 5,
1996 accompanying the financial statements of Premier Concepts, Inc. to Form
SB-2 Registration Statement of Premier Concepts, Inc. and to the use of our
name and the statements with respect to us, as appearing under the heading
"Experts" in the Registration Statement.

HEIN + ASSOCIATES LLP

Denver, Colorado
July 24, 1996