EXHIBIT 4J
AMENDMENT NO. 2 TO INVESTORS' RIGHTS AGREEMENT
Section 1.2(b) of the Investors' Rights Agreement, dated
April 26, 2002, by and among CONCEPTS DIRECT, INC., a Delaware
corporation, ST. CLOUD CAPITAL PARTNERS, LP, a Delaware limited
partnership, XXXXXXX X. XXXXXX, an individual, and XXXXX X.
XXXXXX, an individual, is hereby amended to read as follows:
(b) Mandatory Registration. In addition to the foregoing,
the Company shall prepare and file with the SEC prior to
March 15, 2003, a Registration Statement or Registration
Statements (as necessary) covering all of the Holder's
Registrable Securities. The Company shall cause such
Registration Statement to be declared effective by the SEC by
June 15, 2003.
The parties have executed this Amendment to Investors' Rights
Agreement as of January 22, 2003.
CONCEPTS DIRECT, INC.
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Chief Financial Officer
ST. CLOUD CAPITAL PARTNERS, LP
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Managing Director
XXXXXXX X. XXXXXX
By: /s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
XXXXX X. XXXXXX
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
