Usn Corp – ‘PRES14A’ for 4/12/99

As of:  Monday, 4/12/99   ·   For:  4/12/99   ·   Accession #:  1011034-99-40   ·   File #:  0-21119

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Preliminary Proxy Solicitation Material — Special Meeting   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRES14A     Preliminary Proxy Solicitation Material -- Special     2±     7K 
                          Meeting                                                

PRES14A
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PREMIER CONCEPTS, INC.    

PROXY SOLICITED ON BEHALF OF THE COMPANY    

The undersigned hereby constitutes and appoints Sissel B. Greenberg or
Todd Huss (SEE NOTE BELOW) or either of them acting in the absence of the       
other, with full power of substitution the true and lawful attorneys or         
attorney and proxies of the undersigned to attend the Special Meeting of        
the Shareholders of Premier Concepts, Inc. (the "Company") to be held at        
3033 South Parker Road, Suite 120, Aurora, Colorado 80014, on May   , 1999      
at 10:00 o'clock a.m. Mountain Daylight Time, or any adjournment or             
adjournments thereof, and vote all the shares of the Company standing in        
the name of the undersigned with all the powers the undersigned would           
possess if present at said meeting.                                             

(1)       FOR                 AGAINST          ABSTAIN                    
   ----------              --------         --------

   To ratify and approve the Second Stock Purchase Agreement
    between the Company, on the one hand, and Infusion Capital
 Partners, LLC, on the other, and the other transactions
provided for in such Agreements.                      

(2)       FOR                 AGAINST          ABSTAIN                    
   ----------              --------         --------

In the event Proposal No. 1 above is rejected by the  
         Shareholders, to ratify and approve the issuance by the Company
     to Equisition Capital Partners, LLC a common stock purchase
       warrant exercisable to purchase 70,400 shares of Common Stock
at an exercise price of $2.05 per shares.             

(3)       Upon such other matters as may properly come before the         
meeting.                                                                        

UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR ITEM 1 AND ITEM 2,     
AND IN THE DISCRETION OF THE PERSON HOLDING THE PROXY FOR ANY OTHER             
BUSINESS.                                                                       
(NOTE: Should you desire to appoint a proxy other than the management           
designees named above, strike out the names of the management designees and     
insert the name of your proxy in the space provided above.  Should you do       
this, give this proxy card to the person you appoint instead of returning       
the proxy card to the Company.)                                                 
(PLEASE DATE, SIGN AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED               
ENVELOPE.)                                                                      
Receipt is acknowledged of Notice of Annual Meeting and Proxy Statement for     
the meeting.                                                                    

         Date                                            , 199
                --------------------------------------------     ---

            --------------------------------------------------------
Name (please type or print)                 

            --------------------------------------------------------
Signature                                   

            --------------------------------------------------------
Signature, if held jointly                  

Please sign exactly as name appears to the left.  When shares are held by       
joint tenants, both should sign.  When signing as executor, administrator,      
attorney, trustee, or guardian, please give full title as such.  If a           
corporation, please sign in full corporation name by President or other         
authorized officer.  If a partnership, please sign in partnership name by       
authorized person.