Sample Business Contracts

Secured Loan Agreement (With Recourse) - Coldwater Creek Inc.

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                                              __________________  ___, 199__


          For the mutual considerations contained herein, Coldwater Creek, Inc.
(hereinafter "Employer") and _____________________ (hereinafter "Employee") do
hereby make the following loan agreement, wherein Employer is making a secured
loan, with recourse, to Employee upon the following terms and conditions:

       1. Employer does hereby loan to Employee the cash sum of $____________.

       2. This loan shall be all due and payable to Employer on the earlier of 
          (a) the date ten (10) days before the date that the vested stock
          options serving as partial security for this loan expire; or (b)
          Ninety (90) days from the date that the Employee's Employment with
          Employer terminates for any reason.

       3. Employee does hereby grant and pledge to Employer, as security for
          this loan, all of the Employee's right, title, and interest in any and
          all vested stock options in Coldwater Creek Inc.

       4. Interest shall accrue on said loan at a rate equal to the Wall Street
          Journal Prime Rate during the term of this loan, and Employee shall
          pay accrued interest annually, on the anniversary date of this loan;
          provided, however, that so long as Employee is employed by Employer,
          the interest rate shall be abated to a rate of three (3) percent per
          annum. Employee and Employer understand and acknowledge that the
          difference between the loan interest rate and the abated interest rate
          is income realized by the Employee.

       5. Should Employee become in default of this loan, Employer shall, upon
          ten (10) days written notice to Employee, be entitled to take
          possession of and realize upon Employee's vested stock option in
          Coldwater Creek, and at the discretion of Employer, exercise said
          options. Employer may, at its discretion, also waive its security
          interest in the vested stock options and pursue collection directly
          from the Employee.

       6. Employee agrees that this loan is personal to the Employee, and that
          Employer is relying upon the financial condition of Employee. Employee
          has provided, contemporaneously with this agreement, a financial
          statement summarizing the Employee financial position which will be
          used to satisfy all or any portion of the loan, and whether or not
          Employer exercises discretion to seek re-payment from its security
          interest in the options.
       7. Employee further acknowledges and agrees that Employee will submit an
          updated financial statement each year, upon the anniversary date of
          this agreement, as well as any such time as reasonably requested by
          Employer. Employee also agrees to pledge any and all of his or her net
          assets reflected in said financial statement, as may be reasonably
          requested by Employer to secure this obligation. Employee acknowledges
          that failure to pledge such assets as security is a separate and
          distinct event of default under this loan, which shall enable Employer
          to demand payment in full of said loan by Employee, without resorting
          the security pledged for this loan.

       8. Should Employer, upon default of Employee, be required to collect this
          loan, Employee shall be responsible to Employer for all costs,
          including reasonable attorney's fees and other expenses, incurred by
          Employer in collection hereunder.

                                      COLDWATER CREEK INC.
                                      Dennis C. Pence