exv4w3





Exhibit
4.3


DATED
April 30 2008




CORGI CLASSICS LIMITED

and

CORGI USA, INC.

and

CORGI INTERNATIONAL LTD.

as Sellers



HORNBY HOBBIES LIMITED

as Buyer




ASSET PURCHASE AGREEMENT




for the purchase of the ‘Corgi Collectibles’

Business and certain Assets




Contents




	 	 	 	 	 	 	 
	Clause	 	Name	 	Page	 
	1	 	Definitions and interpretation
	 	 	3	 
	2	 	Agreement for Sale
	 	 	9	 
	3	 	Excluded Assets
	 	 	10	 
	4	 	Consideration
	 	 	10	 
	5	 	Adjustments to Stock Consideration
	 	 	11	 
	6	 	Completion
	 	 	12	 
	7	 	Retentions and Retention Account
	 	 	14	 
	8	 	Business Contracts
	 	 	15	 
	9	 	Liabilities
	 	 	17	 
	10	 	Apportionments and Prepayments
	 	 	18	 
	11	 	Employees
	 	 	19	 
	12	 	Warranties
	 	 	21	 
	13	 	Post-Completion Provisions
	 	 	22	 
	14	 	Announcements
	 	 	25	 
	15	 	Vat
	 	 	25	 






1









 






	 	 	 	 	 	 	 
	Clause	 	Name	 	Page	 
	16	 	Risk
	 	 	26	 
	17	 	Information and Further Assurance
	 	 	26	 
	18	 	Rights and remedies of the Buyer
	 	 	27	 
	19	 	Waiver
	 	 	27	 
	20	 	No Merger
	 	 	27	 
	21	 	Contracts (Rights of Third Parties) Act 1999
	 	 	27	 
	22	 	Costs
	 	 	28	 
	23	 	Set-off, withholding tax and grossing-up
	 	 	28	 
	24	 	Invalidity
	 	 	28	 
	25	 	Counterparts
	 	 	28	 
	26	 	Communications
	 	 	28	 
	27	 	Proper Law
	 	 	29	 






	 	 	 	 	 	 	 
	Schedule	 	Name	 	Page	 
	1	 	Apportionment of Consideration
	 	 	30	 
	 	 	 
	 	 	 	 
	2	 	Calculation of Stock Inventory
	 	 	31	 
	 	 	 
	 	 	 	 
	3	 	Employees
	 	 	32	 
	3	 	Part 1 Employees
	 	 	32	 
	3	 	Part 2 Excluded Employees
	 	 	32	 
	 	 	 
	 	 	 	 
	4	 	Business Contracts
	 	 	35	 
	4	 	Part 1
	 	 	35	 
	4	 	Part 2
	 	 	35	 
	4	 	[Part 3
	 	 	35	 
	 	 	 
	 	 	 	 
	5	 	Excluded Tooling
	 	 	36]	 
	 	 	 
	 	 	 	 
	6	 	Liabilities to Suppliers
	 	 	37	 
	6	 	Part 1
	 	 	37	 
	6	 	Part 2
	 	 	37	 
	6	 	Part 3 Agreed Form Confirmations to be Obtained
	 	 	37	 
	 	 	 
	 	 	 	 
	7	 	Trade Marks
	 	 	38	 
	 	 	 
	 	 	 	 
	8	 	Warranties
	 	 	39	 
	8	 	Part 1 Corporate Matters
	 	 	39	 
	8	 	Part 2 Finance
	 	 	39	 
	8	 	Part 3 Trading
	 	 	40	 
	8	 	Part 4 Employees
	 	 	41	 
	8	 	Part 5 Pensions
	 	 	43	 
	8	 	Part 6 Assets
	 	 	44	 
	 	 	 
	 	 	 	 
	9	 	Taxation Warranties
	 	 	46	 
	 	 	 
	 	 	 	 
	10	 	Sellers’ Protection Provisions
	 	 	48	 
	 	 	 
	 	 	 	 
	Execution Page	 	 	50	 
	 	 	 
	 	 	 	 
	Appendices Name	 	 	 	 
	 	 	 
	 	 	 	 
	1	 	Estimated Stock Inventory
	 	 	 	 
	 	 	 
	 	 	 	 
	2	 	Tooling
	 	 	 	 






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Schedule 1 : Apportionment of Consideration



DATED                    2008




PARTIES





	(1)	 	CORGI CLASSICS LIMITED, a company incorporated in England and Wales with registered number
03034370 whose registered office is at Park House Meridien East, CORGI INTERNATIONAL LIMITED a
company incorporated in Hong Kong whose registered office is at Unit 711 — 717 , 7/F., Tower
A, New Mandarin Plaza, 14 Science Museum Road, TST East, Kowloon, Hong Kong, S.A.R., China and
CORGI USA, INC. a corporation whose registered office is at 201 North Civic Drive, #239 Walnut
Creek, California 94596 (the “Sellers”, each individually a “Seller”)






	(2)	 	HORNBY HOBBIES LIMITED, a Company incorporated in England and Wales with registered number
02065081 whose registered office is at Westwood, Margate, Kent CT9 4JX (the “Buyer”)





OPERATIVE PROVISIONS





	1	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	In this Agreement:
	 
	 	 	“Agreed Form” means a form agreed between the parties, a copy of which has been
initialled for the purpose of identification by or on behalf of the parties.
	 
	 	 	“Associate” means (in relation to a company) a Subsidiary Undertaking or Parent
Undertaking of that company, and another Subsidiary Undertaking of any Parent
Undertaking of the company.
	 
	 	 	“Assets” means the assets to be purchased by the Buyer from the Sellers and
described in Clause 2.2.
	 
	 	 	“Assumed Liabilities” as defined in Clause 9.2.
	 
	 	 	“Brands” means the “Corgi” brand, the “Lledo” brand, the “Basset Lowke” brand, the
“Vanguard” brand, the “Days Gone By” brand and all other trade marks listed in Agreed
Form Appendix 4 to this Agreement.
	 
	 	 	“Business” means that part of the relevant Seller’s business concerned with or
ancillary to the production, marketing and sale of the Goods but excluding the Excluded
Business.
	 
	 	 	“Business Contracts” means the contracts, licences and purchase orders listed in
Schedule 4 (Business Contracts ) together with all sales orders outstanding as at the
Transfer Date in the UK or US order books of the Sellers.
	 
	 	 	“Business Day” means a day (other than a Saturday or Sunday) on which the clearing
banks in the City of London are open for business.
	 
	 	 	“Business IPR” means:






	 	(a)	 	all Intellectual Property Rights in or relating to the Brands;
	 
	 	(b)	 	all the trade mark applications and registrations listed in the Agreed
Form Appendix 4 to this Agreement;




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Schedule 1 : Apportionment of Consideration





	 	(c)	 	all Intellectual Property Rights in or relating to the Tooling,
including all design documents and drawings for the Tooling; and
	 
	 	(d)	 	all other Intellectual Property Rights owned by any member of the
Sellers’ Group which is or has been used in the Business.






“Business Records” means all books and records relating to the Business including,
without limitation, all documents and other material (including all forms of computer or
machine readable material) containing information, know-how, techniques, designs,
specifications, drawings, data, manuals and instructions, customer and supplier lists,
credit information, accounting records, personnel records, catalogues, price lists,
sales, marketing and promotional information, mailing lists, business plans and
forecasts and stock records and all trade mark certificates and other documents and
correspondence relating to the trade marks listed in Schedule 7 (Trademarks) but
excluding the Retained Business Records.




“Buyer’s Group” means the Buyer, its Parent Undertaking and the Subsidiary
Undertakings of its Parent Undertaking.




“Buyer’s Solicitors” means Berwin Leighton Paisner LLP, Adelaide House, London
Bridge, London EC4R 9HA.




“CA1985” means the Companies Act 1985.




“CA2006” means the Companies Act 2006.




“Completion” means completion of the purchase of the Business and the Assets in
accordance with Clause 6 (Completion ).




“Consideration” means the consideration payable for the Business and Assets, being
the aggregate amount payable in accordance with Clause 4.1 (subject to adjustment in
accordance with clauses 4, 5 and 7).




“Creditors” means all amounts owing by the Sellers at the Transfer Date to the
trade creditors of the Business.




“Determined” means, in relation to a claim under this Agreement, agreed in writing
between the parties or judicially determined by a court of competent jurisdiction and a
“Determination” means a claim so agreed or determined.




“Debts” means all debts including book debts owing at the Transfer Date to the
Sellers in connection with the carrying on of the Business (whether or not invoiced and
whether or not due and payable on such date).




“Disclosure Letter” means the disclosure letter dated with the same date as this
Agreement from the Sellers to the Buyer relating to the Warranties.




“Employees” means those persons listed in Schedule 3, Part 1 (Employees ).




“Employment Contribution” means the sum of £125,000.




“Employment Income” means general earnings, employment income and specific
employment income for the purposes of the Income Tax (Earnings and Pensions) Act 2003.



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Schedule 1 : Apportionment of Consideration





“Employment Legislation” means all legislation affecting the rights of employees
and workers in the United Kingdom and in any other jurisdiction in which the Business is
or has at any time been carried on.




“Employment Regulations” means the Transfer of Undertakings (Protection of
Employment) Regulations 2006.




“Encumbrance” means a mortgage, charge, pledge, lien, rent charge or other security
interest of any description or nature and any interest or legal or equitable right or
claim of any third party or any option or right of pre-emption or right of conversion or
right of set-off, any retention of title or hypothecation and any agreement to create
any of the foregoing.




“Excluded Assets” means those assets listed in Clause 3 (Excluded Assets ).




“Excluded Business” means that part of the relevant Seller’s business that is not
the Business including any business concerned with the production, marketing or sale of
any Excluded Goods.




“Excluded Employees” means those employees of the Business listed in Schedule
3, Part 2 (Excluded Employees ).




“Excluded Goods” means the “Harry Potter” products, the “James Bond” products, the
“Beatles” products, the “Golden Compass” products and the “Star Trek” products, any
products produced under “Master Replicas” or “Popco” brands, and all non-die cast
products of the Seller.




“Excluded Liabilities” as defined in Clause 9.2.




“Excluded Tooling” means all jigs and tooling listed in Schedule 5.




“First Retention” means the amount of £250,000.




“First Retention Claim” means a claim by the Buyer pursuant to Clause 11.2.




“First Retention Release Date” means six months following the date of this
Agreement.




“Goods” means all die cast and/or tin products produced by any member of the
Sellers’ Group under the Brands including, but not limited to, all products detailed in
the Corgi Collectible back catalogue and all those currently in production but excluding
the Excluded Goods.




“Goodwill” means the goodwill of the Sellers associated with carrying on the
Business, together with the exclusive right for the Buyer to represent itself as
carrying on the Business in succession to the Sellers and together with the right to use
the Brand names.




“HMRC” means Her Majesty’s Revenue & Customs (which shall include its predecessors,
the Inland Revenue and HM Customs and Excise).




“Intellectual Property Rights” means any and all copyright and rights in the nature
of copyright, design rights, patents, trademarks, applications for any of the above,
moral rights, know how, confidential information, domain names, and any other
intellectual or industrial property rights whether or not registered and whether
subsisting in the United Kingdom or any other part of the world;



5









 





Schedule 1 : Apportionment of Consideration





“Liabilities to Suppliers” means all of the liabilities of the Sellers to those
manufacturers, licensors and other counterparties to a Business Contract listed in Part
2 of Schedule 6.




“NIC System” means the system operated pursuant to Social Security Legislation and
any other system applicable outside the United Kingdom for the computation, collection
and recovery of national insurance contributions by earners, employers and others
including, without limitation, the keeping of records and the making of returns.




“Parent Undertaking” and “Subsidiary Undertaking” as defined in section 1162
CA2006.




“Particulars of Employment” means in relation to each Employee:




	 	(a)	 	a copy of the written service agreement of the Employee or (as
appropriate) of the particulars of employment applicable and issued to such
Employee;
	 
	 	(b)	 	the age, sex and date of commencement of employment of the Employee
including any employment with a previous employer which counts as continuous
employment for the purposes of the Employment Rights Act 1996;
	 
	 	(c)	 	particulars of any collective agreement affecting the terms of
employment of the Employee including disciplinary or grievance procedures and any
procedures to be followed in the case of redundancy or dismissal; and
	 
	 	(d)	 	particulars of his rights (if any) under the Sellers’ Pension Scheme
and all such information as may be required to determine his retirement and leaving
service benefit under such scheme including (without limitation) his rate of pay
current at the Transfer Date and length of service ranking for benefit if different
from his period of continuous employment referred to in (b) above] full copies of
which are included in the Disclosure Letter.






“PAYE System” means the system operated pursuant to Part II of Income Tax (Earnings
and Pensions) Act 2003 (Assessment, collection, recovery and appeals) and any
regulations made pursuant to that Part of Income Tax (Earnings and Pensions) Act 2003
and any other system applicable outside the United Kingdom for the assessment charge,
collection or recovery of Tax in respect of Employment Income, and the like payable to
or receivable by directors and employees (or other persons treated as receiving
Employment Income) including, without limitation, the keeping of records and the making
of returns.




“RAM” Ropart Asset Management Fund II, LLC and Ropart Asset Management Fund, LLC.




“Relevant Benefits” means any pension, lump sum, gratuity or other like benefit
given or to be given on retirement or on death, or in anticipation of retirement, or, in
connection with past service, after retirement or death, or to be given on or in
anticipation of or in connection with any change in the nature of the
service of the employee in question, except that it does not include any benefit which
is to be afforded solely by reason of the disablement by accident of a person occurring
during his service or on his death by accident so occurring and for no other reason;



6









 





Schedule 1 : Apportionment of Consideration





“Relief” includes any relief, allowance, credit, debit, charge, expense, exemption,
set-off or deduction in computing, reducing or eliminating Tax or against profits,
income or gains of any description or from any source, or credit against or repayment or
right to repayment of Tax.




“Retained Business Records” means all accounting and taxation records of or
relating to the Business (including the VAT records referred to section 49(4) of the
VATA) and such of the records of or relating to the Business as relate both to the
Business and to any other activities of the Sellers insofar as it is not possible to
separate the records relating to the Business from the records relating to such other
activities.




“Retained Stock” means any stock belonging to the Sellers not acquired by the Buyer
pursuant to this Agreement.




“Retentions” means the First Retention, the Second Retention and the Third
Retention.




“Retention Account” means the bank account in respect of the Retentions and the
Employment Contribution to be opened in accordance with Clause 7.1(a).




“Second Retention” means the amount of £83,000.




“Sellers’ Group” means each Seller, their Parent Undertaking and the Subsidiary
Undertakings of their Parent Undertaking.




“Sellers’ Pension Scheme” means the Corgi Classics Limited Group Personal Pension
Plan.




“Sellers’ Solicitors” means Orrick, Herrington & Sutcliffe, Tower 42, Level 35, 25
Old Broad Street, London EC2N 1HQ.




“Social Security Legislation” means Social Security Contributions and Benefits Act
1992 and any other enactment relating to social security (including all regulations made
under any such enactment) including any other similar legislation enacted outside the
UK.




“Stock” means the Goods and other assets purchased for resale, work-in-progress,
finished Goods and packaging and promotional material for the Goods, wherever held by
the Sellers or in transit or in the custody or possession of third parties.




“Stock Consideration” means the consideration payable for the Stock.




“Stock Inventory” means a complete list of the Stock and the valuation of such
Stock as estimated by the Sellers as at Completion and set out in the Agreed Form
Appendix 2 to this Agreement and to be agreed or determined in accordance with Schedule
2.




“Tax” or “Taxation” means all present and future forms of tax, duties, imposts,
contributions, withholdings, deductions, charges, levies and sums payable
on account of the foregoing whatsoever and whenever imposed, charged or properly
demanded by a Tax Authority in the nature of tax (including without limitation any
amount payable as a result of counteraction, adjustment or set off by a Tax Authority in
relation to any liability to tax, interest on unpaid tax, repayment of tax or interest
or repayment supplement in respect of a repayment of tax), and all amounts recoverable
by a Tax Authority as if they were tax and shall be deemed



7









 





Schedule 1 : Apportionment of Consideration





	 	 	to include the cost of removing any charge over assets imposed by any Tax Authority and in each case all
charges, interest, fines, penalties and surcharges arising from or incidental, or
relating, to the same.
	 
	 	 	“Tax Authority” means HMRC and any other governmental, state, federal or other
fiscal, revenue, customs or excise authority, department, agency, body or office whether
in the United Kingdom or elsewhere in the world having authority or jurisdiction for any
Tax purpose.
	 
	 	 	“Third Party Consent” means a consent, licence, approval, authorisation or waiver
required from a third party for the conveyance, transfer, assignment or novation in
favour of the Buyer of any of the Assets in terms acceptable to the Buyer.
	 
	 	 	“Third Retention” means the sum of £2,712,064.18.
	 
	 	 	“Third Retention Release Date” means the date on which the last of the liabilities
detailed in Schedule 6 Part 2 has been paid.
	 
	 	 	“Tooling” means all the jigs and tooling used for, or in connection with (i) the
production of the Goods, (ii) the production of the Harry Potter Ford Anglia, (iii) the
production of the “James Bond” products and (iv) the production of the “Beatles”
products including, but not limited to, all jigs and tooling listed in the Agreed Form
Appendix 3 to this Agreement but excluding the Excluded Tooling.
	 
	 	 	“Transfer Date” means close of business on the date of this Agreement.
	 
	 	 	“UK Business and Assets” means those Business and Assets of the UK Seller and the
“UK Business” shall mean the business of the UK Seller.
	 
	 	 	“UK Listing Authority” means the Financial Services Authority acting in its
capacity as the competent authority for listing pursuant to Part VI of the Financial
Services and Markets Act 2000.
	 
	 	 	“UK Seller” means Corgi Classics Limited;
	 
	 	 	“VAT” means value added tax and its equivalent turnover tax under the law of any
other country.
	 
	 	 	“VATA” means Value Added Tax Act 1994 and any equivalent legislation in any other
country.
	 
	 	 	“VAT Regulations” means Value Added Tax Regulations 1995 (SI 1995/2518).
	 
	 	 	“Warranties” means the warranties of the Sellers contained in Schedule 8
(Warranties) and Schedule 9 (Taxation Warranties).
	 
	1.1	 	A reference to a statute or statutory provision is a reference to that statute or statutory
provision and to all orders, regulations, instruments or other subordinate legislation made
under the relevant statute.
	 
	1.2	 	Any reference to a statute, statutory provision, subordinate legislation, code or guidance
(“statutory provision”) is a reference to such statutory provision as amended and in force
from time to time and to any statutory provision which re-enacts or consolidates (with or
without modification) any such statutory provision.




8









 











Schedule 1 : Apportionment of Consideration





	1.3	  	References to a statutory provision or to a legal or accounting principle applying under
English law shall, where the context requires, be treated as including references to the
nearest corresponding provision or principle in the local jurisdiction and references to a
governmental, local governmental or administrative authority or agency in the United Kingdom
shall be treated as including references to the nearest equivalent governmental, local
governmental or administrative authority or agency in that jurisdiction.
	 
	1.4	 	Reference to:






	 	(a)	 	a person includes a legal or natural person, partnership, trust,
company, government or local authority department or other body (whether corporate
or unincorporate);
	 
	 	(b)	 	a statutory or regulatory body shall include its successors and any
substituted body;
	 
	 	(c)	 	an individual includes, where appropriate, his personal
representatives;
	 
	 	(d)	 	the singular includes the plural and vice versa; and
	 
	 	(e)	 	one gender includes all genders.






	1.5	  	Unless otherwise stated, a reference to a Clause, Schedule or Appendix is a reference to a
Clause, Schedule or Appendix to, this Agreement and a reference to this Agreement includes its
Schedules.






	1.6	 	Clause headings in this Agreement and in the Schedules are for ease of reference only and do
not affect its construction.






	1.7	 	In construing this Agreement the so-called ejusdem generis rule does not apply and
accordingly the interpretation of general words shall not be restricted by words indicating a
particular class or particular examples.






	2	 	AGREEMENT FOR SALE






	2.1	  	The Sellers agree to sell (or procure to be sold) with full title guarantee free from
Encumbrances and the Buyer agrees to purchase the Business, as a going concern, and all the
Assets with effect from the Transfer Date.
	 
	2.2	 	The Assets shall comprise the following assets:






	 	(a)	 	the Stock;
	 
	 	(b)	 	the Tooling;
	 
	 	(c)	 	the benefit, subject to the burden of the Business Contracts other than
those listed in Schedule 4Part 2 or Schedule 4 Part 3 (subject always to clause
9.2(a));
	 
	 	(d)	 	the Goodwill;
	 
	 	(e)	 	the Business Records; and
	 
	 	(f)	 	the Business IPR.




9









 














Schedule 1 : Apportionment of Consideration





	3	 	EXCLUDED ASSETS
	 
	 	 	The following shall be excluded from the sale under this Agreement:






	 	(a)	 	any interest in land or buildings enjoyed or used by the Sellers
wheresover located;
	 
	 	(b)	 	any cash in hand or at the bank or any other financial institution at
the Transfer Date (whether on current or deposit account) including cheques
uncleared at the Transfer Date;
	 
	 	(c)	 	any account receivables, cheques, bills of exchange, stocks, shares,
promissory notes, negotiable instruments or other securities;
	 
	 	(d)	 	the benefit of any policies of assurance, insurance, indemnity and
trade credit insurance;
	 
	 	(e)	 	the benefit or burden of any contracts entered into by the Sellers or
any other company within the Sellers’ Group (other than the Business Contracts),
including but not limited to any royalty or licensing agreements in place in
relation to the production of the Goods;
	 
	 	(f)	 	the Debts;
	 
	 	(g)	 	any amount recoverable in respect of Tax which relates to the carrying
on of the Business prior to the Transfer Date; and
	 
	 	(h)	 	all pension funds and pension fund surpluses;
	 
	 	(i)	 	the Retained Business Records; and
	 
	 	(j)	 	the Excluded Business.






	4	 	CONSIDERATION
	 
	4.1	 	The purchase consideration for the Business and the Assets shall, subject to adjustment in
accordance with the provisions of Clause 5 (Adjustments to Stock Consideration) be the
aggregate of £7,375,000 and the Stock Consideration, which shall be satisfied:






	 	(a)	 	as to the sum of £ 4,408,709.73, in cash at Completion;
	 
	 	(b)	 	as to the sum of £750,000 on account of the Stock Consideration, in
cash at Completion; and
	 
	 	(c)	 	as to the sum of £3,049,290.27 by payment of the Retentions in
accordance with the provisions of Clause 7.






	4.2	 	The Consideration shall be apportioned in the manner listed in Schedule 1 (Apportionment of
Consideration) save that any adjustment to the Consideration resulting from the operation of
Clause 5 (Adjustments to Stock Consideration) shall be attributed to the Stock Consideration.






	4.3	 	The Sellers undertake to discharge all amounts owing to any counterparty to a Business
Contract at Completion (other than the sums specified in Schedule 6Part 2) within 90 days of
Completion.






10











 





Schedule 1 : Apportionment of Consideration





	4.4	 	Without prejudice to the generality of Clause 4.5, the Buyer shall be responsible for and
covenants to pay (or promptly reimburse the Sellers in respect of) all sales or transfer taxes
arising from or in connection with the sale of the Assets or Business pursuant to this
Agreement which are or may become payable to any federal or state authorities in the United
States or Hong Kong.
	 
	4.5	 	The Consideration shall be exclusive of any VAT, or any other applicable sales or transfer
tax which subject to Clause 15 will be payable (where applicable) in respect of each sum at
the same time that such sum falls due for payment upon production of a valid VAT invoice (or
other sales or transfer tax document).
	 
	5	 	ADJUSTMENTS TO STOCK CONSIDERATION
	 
	5.1	 	On Completion the Buyer shall pay £750,000 in cash to the Sellers in accordance with Clause
4.1(b) and the Second Retention into the Retention Account in accordance with Clause 4.1(c) on
account of the Stock Consideration.
	 
	5.2	 	The Buyer and the Sellers agree that






	 	(a)	 	the costs of carriage of the Stock from such addresses as are notified
to the Buyer under Clause 5.3 to the Buyer’s warehouse facilities at Westwood,
Margate, Kent CT9 4JX in respect of UK based Stock and 3900-C2 Industry Drive East,
Fyfe, Washington, US 98424 in respect of US based Stock;
	 
	 	(b)	 	the costs of storage of the Stock pending carriage pursuant to this
Agreement; and
	 
	 	(c)	 	the costs incurred by the Buyer and/or the Sellers in relation to the
separation and segregation of the Tooling within the premises of the third parties
holding the Tooling,






	 	 	shall be borne as to 50 per cent. by the Buyer and as to 50 per cent. the Sellers and,
to the extent not settled pursuant to the provisions of this Clause 5 or Clause 10, the
relevant party shall reimburse the other on demand.
	 
	5.3	 	As soon as practicable following Completion but in any event within 30 days of Completion,
the Sellers shall deliver or procure the delivery of:






	 	(a)	 	the UK based Stock (including any Stock in transit) to the Buyer’s
warehouse facility in Westwood, Margate, Kent CT9 4JX; and
	 
	 	(b)	 	the US based Stock (including any Stock in transit) to the Buyer’s
warehouse facility in 3900-C2 Industry Drive East, Fyfe, Washington, US 98424.






	5.4	 	The Stock Inventory shall be agreed or determined in accordance with Schedule 2.
	 
	5.5	 	If the Stock Inventory shows that the Stock’s value is less than £750,000, the Stock
Consideration shall be reduced by an amount (the “Deficit”) equal to the amount of the
shortfall and the Second Retention (together with any interest earned thereon but less
applicable bank charges) shall be released to the Buyer within five Business Days of the Stock
Inventory having been agreed or determined in accordance with Schedule 2.
	 
	5.6	 	The Sellers are liable to pay a sum equal to the amount of the Deficit (together with
interest on such amount calculated in accordance with this Clause) to the




11









 











Schedule 1 : Apportionment of Consideration





	 	 	Buyer in cash within
five Business Days of the Stock Inventory having been agreed or determined in accordance with
Schedule 2. Interest shall be calculated from the date of Completion until the date of
payment at the rate of 3% per annum above the base rate of Barclays Bank PLC from time to
time.
	 
	5.7	 	If the Stock Inventory shows that the Stock’s value is more than £750,000, the Stock
Consideration shall be increased by an amount (the “Credit”) equal to the amount of the
excess.
	 
	5.8	 	The Buyer is liable to pay a sum equal to the amount of the Credit (together with interest on
such amount calculated in accordance with this Clause) to the Sellers within five Business
Days of the Stock Inventory having been agreed or determined in accordance with Schedule 2
first by release to the Seller out of the Second Retention (together with interest earned
thereon but less applicable bank charges) and thereafter in cash. Interest shall be
calculated from the date of Completion until the date of payment at the rate of 3% per annum
above the base rate of Barclays Bank PLC from time to time.
	 
	5.9	 	To the extent that the amount of the Credit is less than the amount of the Second Retention,
the balance of the Second Retention (together with interest earned thereon but less applicable
bank charges) not released to the Seller pursuant to Clause 5.8 shall be released to the Buyer
within five Business Days of the Stock Inventory having been agreed or determined in
accordance with Schedule 2.
	 
	6	 	COMPLETION
	 
	6.1	 	Completion shall take place at the offices of the Buyer’s Solicitors immediately following
the signing of this Agreement. Subject to Clause 6.9, the transactions mentioned in
Clause 6.2 to Clause 6.6 shall then take place.
	 
	6.2	 	On Completion the Sellers shall:






	 	(a)	 	deliver, or procure delivery, to the Buyer:






	 	(i)	 	a certified copy board minute of each Sellers duly
authorising the entry into this Agreement and the transactions contemplated
herein;
	 
	 	(ii)	 	duly executed assignments of the Business IP in the
Agreed Form;
	 
	 	(iii)	 	a letter of confirmation addressed to the relevant
Seller in the Agreed Form from each entity listed in Schedule 6Part 3
confirming that upon payment of the sum specified in that letter all claims
that such manufacturer, licensor and other counterparty may have against
the Sellers as at Completion are fully and finally settled;
	 
	 	(iv)	 	the Business Records; and
	 
	 	(v)	 	copies of releases and letters of non-crystallisation
duly executed by Barclays Bank plc, RAM and CoFace Receivables Finance
Limited in the Agreed Form in respect of all Encumbrances on or affecting
any of the Assets.






	 	(b)	 	without prejudice to the post-Completion obligations under Clause 5.3,
procure that the Stock is available for collection by or on behalf of the




12









 











Schedule 1 : Apportionment of Consideration





	 	 	 	Buyer at
the locations at which it is stored with the intent that the Stock shall be deemed
delivered on Completion; and
	 
	 	(c)	 	procure that the Tooling is available for immediate use by the Buyer at
the locations at which it is stored and the Tooling shall be deemed delivered on
Completion.






	6.3	 	As soon as practicable but in any event within 30 days of Completion, the Sellers other than
Corgi International Limited shall, and shall procure that any Associate of the Sellers shall,
change its name so as to exclude all of the Brand names and any similar words or names. As
soon as practicable but in any event within 90 days of Completion Corgi International Limited
shall change its name so as to exclude all of the Brand names and any similar words or names.
	 
	6.4	 	As soon as practicable but in any event within 30 days of Completion, the Sellers shall, and
the Sellers shall procure that any Associate of the Sellers shall, remove all words/names
related to the Brands from all of its respective stationary, promotional and other materials
associated with the relevant company save in respect of any materials used for the sale of
branded inventory in existence at the date of this Agreement but which does not comprise the
Business and/or Assets to be acquired by the Buyer pursuant to this Agreement.
	 
	6.5	 	Each Seller undertakes to ensure that it settles all amounts outstanding as at the Transfer
Date to those persons listed in Schedule 6 Part 1 and will notify the Buyer promptly after
each such settlement.
	 
	6.6	 	Each Sellers undertakes that, if available to the Sellers to do so at any time following
Completion, the Buyer shall have the right of first refusal in respect of the renewal of the
James Bond Die-Cast licence.
	 
	6.7	 	Upon completion of the matters referred to in Clause 6.2, the Buyer shall:






	 	(a)	 	pay by means of electronic funds transfer to the account of the
Sellers’ Solicitors with Barclays Bank plc, 1 Churchill Place, Canary Wharf, London
E14 5HP, Sort Code 20-00-00, account number 10063770 and account name Orrick,
Herrington & Sutcliffe General Client Account the sum of £5,210,709.73 being the
aggregate of (i) that part of the Consideration payable to the Sellers in cash at
Completion and (ii) the sum of £52,000 in respect of the Employment Contribution
agreed by the parties pursuant to Clause 11.4 as being attributable to certain
employment termination costs of the Seller in Hong Kong;
	 
	 	(b)	 	deliver to the Sellers duly executed counterparts of the licences,
agreements and any other documents referred to in Clause 6.2; and
	 
	 	(c)	 	pay by means of electronic funds transfer to the Retention Account the
Employment Contribution (less £52,000 to be paid to the Sellers’ Solicitors
pursuant to Clause 6.6(a)), the Retentions to be held in accordance with Clauses
5 and 7.






	6.8	 	The Buyer shall not be obliged to complete the purchase of any of the Assets (including the
Goodwill) unless the purchase of all the Assets is completed in accordance with this
Agreement.
	 
	6.9	 	The Buyer may waive any or all of the requirements contained in Clause 6.2 and Clause 6.3
either unconditionally or subject to the condition that the Sellers gives,





13









 










Schedule 1 : Apportionment of Consideration





	 	 	on Completion, a
written indemnity or undertaking to the Buyer in such form as the Buyer requires.
	 
	7	 	RETENTIONS AND RETENTION ACCOUNT
	 
	7.1	 	The Buyer and the Sellers shall instruct the Buyer’s Solicitors to:






	 	(a)	 	hold the Employment Contribution and the Retentions in its client
account at Barclays Bank PLC, Pall Mall Branch, London SW1 on terms that the
Buyer’s Solicitors shall not give any instruction to the bank in relation to the
Retentions except on the joint written instructions of the Buyer’s Solicitors and
the Sellers’ Solicitors;
	 
	 	(b)	 	transfer the funds paid in accordance with Clause 6.7(c) to that
account as soon as practicable; and
	 
	 	(c)	 	procure compliance with the remaining provisions of this Clause.






	7.2	 	The amount retained in the Retention Account in respect of the Employment Contribution shall
be applied (together with accrued interest and provided that bank charges shall be paid from
funds in the Retention Account in respect of the Employment Contribution) in or towards
settlement of a claim upon a liability of the Buyer pursuant to Clause 11.4 being Determined.
The Buyer’s Solicitors shall otherwise continue to hold the amount or the remaining amount in
the Retention Account in respect of the Employment Contribution pending settlement or
resolution of all outstanding claims pursuant to Clause 11.4. Within 14 days of
determination, settlement or resolution of all claims pursuant to Clause 11.4, which are
outstanding at or after the date falling six months after the date of this Agreement, the
Buyer shall irrevocably instruct the Buyer’s Solicitors to immediately pay to the Seller the
amount standing to the credit of the Retention Account in respect of the Employment
Contribution.
	 
	7.3	 	At any time prior to the First Retention Release Date, the Buyer shall be entitled to have
recourse to the First Retention to satisfy Determined First Retention Claims. The Buyer’s
Solicitors shall otherwise continue to hold the amount or the remaining amount in the
Retention Account in respect of the First Retention pending Determination of all outstanding
First Retention Claims. Within 14 days of Determination of all outstanding First Retention
Claims which are outstanding at or after the First Retention Release Date the amount standing
to the credit of the Retention Account in respect of the First Retention (including accrued
interest thereon) shall be paid:






	 	(a)	 	to the Buyer: the outstanding amount payable to the Buyer in respect of
Determined First Retention Claims (insofar as there is sufficient standing to the
credit of the Retention Account in respect of the First Retention, after deducting
accrued unpaid bank charges); and
	 
	 	(b)	 	to the Sellers: any amount left standing to the credit of the Retention
Account (after payment of bank charges) in respect of the First Retention together
with accrued interest.




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Schedule 1 : Apportionment of Consideration





	7.4	 	At any time following the Transfer Date the Buyer shall have recourse to all sums standing to
the credit of the Retention Account in respect of the Third Retention to satisfy the
liabilities detailed in Schedule 6 Part 2. The Buyer shall immediately instruct the Buyer’s
Solicitors to pay from the Third Retention such sums as are advised by the Sellers upon:






	 	(a)	 	the Buyer receiving confirmation from any Seller that a liability has
been agreed with the third party and the amount agreed to be paid to the third
party; and
	 
	 	(b)	 	the Buyer (acting reasonably) being satisfied that such payment will
constitute a full and final settlement with that third party in respect of sums due
to it by the Seller as at the Transfer Date.






	 	 	Within 14 days of the Third Retention Release Date, the Buyer will irrevocably instruct
the Buyer’s Solicitors to immediately pay to the Seller any amount standing to the
credit of the Retention Account in relation to the Third Retention.
	 
	8	 	BUSINESS CONTRACTS
	 
	8.1	 	The Sellers shall with effect from the Transfer Date assign to the Buyer, or procure the
assignment to the Buyer, of all of the Business Contracts (other than those listed in Schedule
4Part 2 or Schedule 4 Part 3) which are capable of assignment without a Third Party Consent.
	 
	8.2	 	If any of the Business Contracts listed in Schedule 4Part 1 cannot be assigned or novated to
the Buyer except with a Third Party Consent the following provisions shall apply:






	 	(a)	 	the Buyer shall be responsible (at its own expense) for obtaining, and
shall use all reasonable endeavours with the co-operation of the Sellers to obtain,
the Third Party Consent and shall notify the Sellers as soon as any Third Party
Consent is obtained or refused or is the subject of any other communication from
the relevant third party;
	 
	 	(b)	 	unless and until any such Business Contract listed in Schedule 4Part 1
is assigned or novated, the Sellers will hold the benefit on trust for the Buyer
absolutely and pay over any benefit derived from such Business Contract, referable
to the period from the Transfer Date, promptly to the Buyer;
	 
	 	(c)	 	the Sellers shall, subject to being indemnified by the Buyer in respect
of its costs, give reasonable assistance after Completion to the Buyer to enable
the Buyer to enforce the rights of the Sellers under such Business Contract and the
Buyer shall (subject to Clause 8.3) assume and perform all the obligations of the
Sellers and discharge all liabilities of the Sellers arising under the Business
Contract (in accordance with its terms) after Completion; and
	 
	 	(d)	 	if any requisite Third Party Consent is refused or not obtained within
[60] days (or such longer period as the Buyer may specify) after Completion then
(as the Buyer may elect) either:






	 	(i)	 	the Sellers shall continue to hold the benefit of the
Business Contract concerned in trust for the Buyer absolutely and pay over
any benefit derived from such Business Contract, referable to the period
from the Transfer Date, promptly to the Buyer until the




15









 











Schedule 1 : Apportionment of Consideration





	 	 	 	benefit of such
Business Contract is assigned to the Buyer or is the subject of a novation
in favour of the Buyer but subject to the Buyer assuming and performing
(subject to Clause 8.3) on behalf of the Sellers all the obligations of the
Seller, and discharging all liabilities of the Sellers arising, under such
Business Contract (in accordance with its terms) arising ; or
	 
	 	(ii)	 	the Sellers shall use its reasonable endeavours to
procure the cancellation of the relevant Business Contract so that the
Buyer is able to enter into new arrangements with the relevant party or
parties.






	8.3	 	Nothing in this Agreement shall:






	 	(a)	 	require the Buyer to perform any obligations or discharge any
liabilities created by or arising under any Business Contracts insofar as such
obligations or liabilities fall due to be performed before the Transfer Date,
including the Liabilities to Suppliers;
	 
	 	(b)	 	make the Buyer liable for any act, neglect, default or omission in
respect of any Business Contracts committed by the Sellers or occurring before the
Transfer Date; or
	 
	 	(c)	 	make the Buyer liable for any claim, expense, loss or damage arising
from any failure to obtain any Third Party Consent to this Agreement or from any
breach of any Business Contracts caused by the execution, completion or performance
of this Agreement.






	8.4	 	Following Completion the Buyer may serve notice on the Sellers at any time after any relevant
Third Party Consent is obtained requiring the Sellers to execute an assignment or a novation
(in terms reasonably required by the Buyer) of a Business Contract to or in favour of the
Buyer, and the Sellers will arrange for the execution of such assignment or novation and its
delivery to the Buyer not later than ten Business Days after the receipt either of such notice
or of the engrossment of such assignment or novation by the Sellers (or the Sellers’
Solicitors) whichever is the later.
	 
	8.5	 	Nothing in this Agreement shall be construed as an assignment or attempted assignment if such
assignment or attempted assignment would constitute a breach of such Business Contract.
	 
	8.6	 	The Sellers shall indemnify the Buyer on an after tax basis against all actions, proceedings,
losses, costs, expenses, damages, claims and demands and all other liabilities whatsoever
(including, without limitation, all losses, liabilities and reasonable and proper costs
incurred as a result of defending or settling any claim alleging any such liability) suffered
or incurred by the Buyer by reason of or arising out of any of the matters listed in Clause
8.3 including any sum in respect of Liabilities to Suppliers not satisfied on Completion or as
soon as practicable thereafter.
	 
	8.7	 	The Buyer shall indemnify the Sellers on an after tax basis against all actions, proceedings,
losses, costs, expenses, damages, claims and demands and all other liabilities whatsoever
(including, without limitation, all losses, liabilities and
reasonable and proper costs incurred as a result of defending or settling any claim
alleging any such liability) suffered or incurred by the Sellers by reason of or arising
out of any failure by the Buyer to comply with Clause 8.2 or suffered or





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Schedule 1 : Apportionment of Consideration





	 	 	incurred by the
Sellers by reason of or arising out of any of the matters listed in Clause 8.9.
	 
	8.8	 	The Buyer shall have the right to elect within 30 days of Completion to take over any
Business Contract listed in Schedule 4Part 3 on written notice to that effect to the Sellers.
If the Buyer gives notice under this Clause, the Sellers shall execute such assignment(s) or
novation(s) (in terms reasonably required by the Buyer) of the relevant Business Contract(s)
to or in favour of the Buyer, and the relevant Seller will arrange for the execution of such
assignment(s) or novation(s) and its delivery to the Buyer not later than ten Business Days
after the receipt either of such notice. Once the Buyer gives notice under this Clause 8.8,
the Business Contract in question shall be treated as if it had been a Business Contract
listed in Schedule 4Part 1.
	 
	8.9	 	Nothing in this Agreement shall:






	 	(a)	 	require the Sellers to perform any obligations or discharge any
liabilities created by or arising under any Business Contract listed in Schedule
4Part 3 insofar as such obligations or liabilities fall due to be performed in the
period (the “Interim Period”) commencing on the Transfer Date and ending on the
date the Buyer gives notice in respect of such Business Contract pursuant to Clause
8.8; or






	8.10	 	make the Sellers liable for any act, neglect, default or omission in respect of any Business
Contract listed in Schedule 4Part 3 committed by the Sellers during the Interim Period.
	 
	9	 	LIABILITIES
	 
	9.1	 	The Buyer undertakes to the Sellers that it will duly and properly perform, assume and pay
and discharge when due all Assumed Liabilities.
	 
	9.2	 	In this Agreement:






	 	(a)	 	“Assumed Liabilities” means, subject to Clause 8.3, all obligations and
liabilities of the Sellers under the Business Contracts (other than those Business
Contracts listed in Schedule 4Part 2 and Schedule 4Part 3) arising on or after the
Transfer Date (or in respect of those Business Contracts the Buyer has elected to
take on pursuant to Clause 8.9 on or after the end of the Interim Period) but shall
in any event exclude the Excluded Liabilities;
	 
	 	(b)	 	“Excluded Liabilities” means all liabilities of the Sellers other than
the Assumed Liabilities, including but not limited to:






	 	(i)	 	any liabilities of the Sellers incurred other than in
relation to the Business and the Assets;
	 
	 	(ii)	 	any liabilities incurred in relation to any of the
Excluded Assets;
	 
	 	(iii)	 	any liabilities or obligations referred to in Clause
8.3, any contract, licence or purchase order that is not a Business
Contract and any other liabilities or obligations expressly stated in this
Agreement to be borne by the Sellers or in respect of which the
Sellers have agreed to indemnify the Buyer whether under this Agreement
or otherwise;




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Schedule 1 : Apportionment of Consideration





	 	(iv)	 	any liabilities in respect of National Insurance, PAYE,
VAT or other Taxation attributable to the Sellers in respect of the
Business, Assets and Employees relating to the period ending on the
Transfer Date;
	 
	 	(v)	 	Liabilities to the Suppliers;
	 
	 	(vi)	 	the obligations of the Sellers at the Transfer Date in
relation to Creditors; and
	 
	 	(vii)	 	any other liabilities or obligations incurred in
connection with the Business arising before or referable to the period
prior to the Transfer Date including but not limited to all bank overdrafts
and loans owing by the Sellers in respect of the Business and under the
Business Contracts.






	9.3	 	Nothing in this Agreement shall be construed as an acceptance or assumption by the Buyer of
any liability or obligation which is not expressly assumed by the Buyer under this Agreement.
	 
	9.4	 	The Sellers shall indemnify the Buyer on an after tax basis against the Excluded Liabilities
and all actions, proceedings, losses, costs, expenses, damages, claims and demands and all
other liabilities whatever (including, without limitation, all losses, liabilities, and
reasonable and proper costs incurred as a result of defending or settling any claim alleging
any such liability) in respect of the Excluded Liabilities.
	 
	9.5	 	The Buyer shall indemnify the Sellers on an after tax basis against the Assumed Liabilities
and all actions, proceedings, losses, costs, expenses, damages, claims and demands and all
other liabilities whatever (including, without limitation, all losses, liabilities, and
reasonable and proper costs incurred as a result of defending or settling any claim alleging
any such liability) in respect of the Assumed Liabilities.
	 
	10	 	APPORTIONMENTS AND PREPAYMENTS
	 
	10.1	 	All periodical outgoings and charges in relation to the Business and the Assets (other than
to the extent that they relate to Excluded Liabilities) including royalties, and salaries,
wages, national insurance, pension contributions and all other payments to or in respect of
the Employees (“Outgoings”) and all periodical receivables in relation to the Business and the
Assets (“Receivables”) shall be apportioned on a time basis so that such part of the Outgoings
and Receivables as is attributable to the period prior to the Transfer Date shall be borne by
or belong to the Sellers and such part of the Outgoings and Receivables as is attributable to
the period commencing on or after the Transfer Date shall be borne by or belong to the Buyer.
	 
	10.2	 	Where any product or service is to be provided by the Buyer under any Business Contract on or
after the Transfer Date, but any payment (whether by way of deposit, prepayment or otherwise)
in respect of the price or cost of such product or service has been received by the Sellers
before the Transfer Date, the Sellers shall pay an amount equal to the amount of that payment
(excluding any amount in respect of Tax for which the Sellers are required to account) to the
Buyer and shall hold such sum in trust for the Buyer until it is paid.
	 
	10.3	 	Where any product or service is to be provided to the Buyer under any Business Contract on or
after the Transfer Date, but any payment (whether by way of




18









 











Schedule 1 : Apportionment of Consideration





	 	 	deposit, prepayment or otherwise)
in respect of the price or cost of it has been made by the Sellers before the Transfer Date,
the Buyer shall pay an amount equal to the amount of that payment (excluding any amount in
respect of VAT for which the Buyer is required to account) to the Sellers and shall hold such
sum in trust for the Sellers until it is paid.
	 
	10.4	 	The Sellers shall prepare a statement of apportionments and shall deliver it to the Buyer
within 28 Business Days of Completion.
	 
	10.5	 	The Sellers and the Buyer shall together endeavour to agree the payments required by this
Clause within 10 Business Days of receipt of the date of the statement of apportionments. If
the Sellers and the Buyer are unable to reach agreement within 10 Business Days of delivery by
the Sellers under clause 10.4, the dispute shall be referred to an independent firm of
chartered accountants nominated jointly by the Sellers and the Buyer or, failing nomination
within 10 Business Days after the request by either the Sellers or the Buyer, nominated at the
request of either party by the president of the Institute of Chartered Accountants in England
and Wales or any successor institute. The firm shall be instructed to determine the relevant
amounts, providing the Sellers and the Buyer for this purpose with all relevant working papers
or copies. The firm shall act as experts and not as arbitrators and their decision (in the
absence of manifest error) shall be final and binding on the parties. The fees shall be
payable by the Sellers and the Buyer in such proportions as the firm determines.
	 
	10.6	 	Any sum due between the parties pursuant to this Clause shall be paid in cash to the relevant
party within five Business Days of the amount of the apportionments being agreed or
determined.
	 
	11	 	EMPLOYEES
	 
	11.1	 	The Sellers and the Buyer agree that the Regulations apply to this agreement and accordingly
the employment of all Employees shall be transferred to the Buyer with effect from the
Transfer Date subject to the right of any of the Employees to object to their transfer
pursuant to Regulation 4(7) of the Regulations.
	 
	11.2	 	The Sellers shall indemnify the Buyer on an after tax basis against all actions, proceedings,
losses, costs, expenses, damages, claims and demands and all other liabilities whatsoever
(including, without limitation, all losses, liabilities and reasonable and proper costs
incurred as a result of defending or settling any claim alleging any such liability) suffered
or incurred by the Buyer which relate to or arise out of:






	 	(a)	 	the employment or termination of employment of any person (other than
Employees) who claims that their employment transfers to the Buyer or a contractor
of the Buyer by virtue of the operation of the Regulations to the transaction
contemplated by this Agreement; or
	 
	 	(b)	 	the transfer to the Buyer of any liability in connection with the
termination of employment of any employee other than the Employees by the Sellers
up to the Transfer Date; or
	 
	 	(c)	 	any act or omission by the Sellers in respect of any Employee up to the
Transfer Date; or
	 
	 	(d)	 	a failure by the Sellers to comply with its obligations under
regulations 13 and 14 of the Regulations (save to the extent that such liability
arises out




19









 











Schedule 1 : Apportionment of Consideration



	 	 	 	of a failure by the Buyer to comply with its obligations under
regulation 13(4) of the Regulations).






	11.3	 	The Buyer shall indemnify the Sellers on an after tax basis against all actions, proceedings,
losses, costs, expenses, damages, claims and demands and all other liabilities whatsoever
(including, without limitation, all losses, liabilities and reasonable and proper costs
incurred as a result of defending or settling any claim alleging any such liability) suffered
or incurred by the Sellers which relate to or arise out of:






	 	(a)	 	any act or omission by the Buyer in respect of any Employee on and
after the Transfer Date;
	 
	 	(b)	 	a failure by the Buyer to comply with its obligations under regulation
13(4) of the Regulations; or
	 
	 	(c)	 	a claim by an Employee in relation to an act or omission or proposed
act or omission by the Buyer on or after the Transfer Date which involves or would
involve either a breach of contract or a substantial change in working conditions
to the material detriment of such Employee whether such claim arises before or
after the Termination Date and howsoever occasioned.






	11.4	 	The Buyer covenants to pay to the Sellers on an after tax basis an amount equal to all
contractual and other sums which relate to or arise out of the termination by the Sellers of
the employment of any Excluded Employees (including all redundancy costs, actions,
proceedings, losses, costs, expenses, damages, claims and demands and all other liabilities
whatsoever (including, without limitation, all losses, liabilities and reasonable costs
incurred as a result of defending or settling any claim alleging any such liability))
(“Termination Costs”) up to a maximum sum of £125,000 incurred by the Sellers or Cards Inc in
the six months after the date of this Agreement such sum to be held in the Retention Account
in accordance with Clause 7, subject to the Sellers or Cards Inc applying the Employment
Contribution firstly in discharging their liabilities for the dismissal of certain Hong Kong
Excluded Employees (in the agreed sum of £52,000), and secondly by discharging their
obligation to pay notice monies, statutory redundancy pay, enhanced contractual redundancy pay
and pay in lieu of any accrued but untaken holiday entitlement to the Excluded Employees
listed 1 to 19 (inclusive) of Part 2 of Schedule 3 and any employee of Cards Inc and thirdly
(to the extent that there is any remaining Employment Contribution) to any other Termination
Costs (to be determined by the Sellers, and to include any sum deemed by them appropriate to
pay in relation to such termination of the Excluded Employees or employees of Cards Inc
whether or not there is any liability to make such payment).
	 
	11.5	 	Salaries and other emoluments including Tax and national insurance payments and contributions
to retirement benefit schemes, including to the Employees shall be borne by the Sellers up to
the Transfer Date and all necessary apportionments shall be made in accordance with Clause 10.
	 
	11.6	 	Salaries and other emoluments including Tax and national insurance payments and contributions
to retirement benefit schemes, including to the Employees shall be borne by the Buyer on and
after the Transfer Date and all necessary apportionments shall be made in accordance with
Clause 10.
	 
	11.7	 	The Sellers shall pay to the Buyer a sum equal to the value of any holiday accrued by the
Employees but not taken as at the Transfer Date, less the value of any





20









 










Schedule 1 : Apportionment of Consideration





	 	 	holiday taken in excess
of such accrued entitlement and less any holiday pay paid in advance of any of the Employees’
entitlements. If the resulting calculation is negative, the Buyer shall make such payment to
the Sellers in accordance with Clause 10.
	 
	11.8	 	Subject to Clauses 11.2 and 11.3, in the event any employment tribunal claim and/or other
proceedings being received to which the indemnities in this Clause 11 relates the party
benefiting from the indemnity shall:






	 	(a)	 	take such action as the party providing the indemnity (the
“Indemnifier”) may reasonably request to avoid, dispute, resist, mitigate,
compromise, defend or appeal against any claim for redundancy, unfair or wrongful
dismissal, or any claim otherwise arising out of or in connection with the
employment of any such employee; and
	 
	 	(b)	 	at the Indemnifier’s reasonable request delegate to it the conduct of
any claim and/or proceedings (including without limitation those before an
employment tribunal); and
	 
	 	(c)	 	permit the Indemnifier to instruct on its behalf such solicitors or
other professional advisers as the Indemnifier sees fit and provide to those
advisers instructions in accordance with and as directed by the Indemnifier.






	12	 	WARRANTIES
	 
	12.1	 	Subject to the provisions of Clause 12.4 and Schedule 10 (Sellers’ Protection Provisions)
each of the Sellers jointly and severally warrants to the Buyer that the statements in
Schedule 8 (Warranties ) Schedule 9 (Taxation Warranties ) are accurate.
	 
	12.2	 	Each Seller jointly and severally warrants to the Buyer that:






	 	(a)	 	it has the power to enter into and perform this Agreement which
constitutes, or when executed will constitute, binding obligations on it in
accordance with its terms and it shall comply with such terms; and
	 
	 	(b)	 	it has full power and authority to sell the Assets to the Buyer on the
terms set out in this Agreement and without the consent of a third party.






	12.3	 	The Buyer warrants and undertakes to the Sellers that it has the power to enter into and
perform this Agreement which constitutes, or when executed will constitute, binding
obligations on it in accordance with its terms and it shall comply with such terms.
	 
	12.4	 	The Warranties are given subject to any matter fairly disclosed in the Disclosure Letter. A
matter shall be regarded as having been fairly disclosed in the Disclosure Letter only to the
extent that information about that matter is contained in the Disclosure Letter in sufficient
detail to enable the Buyer to properly identify the nature and scope of that matter and to
make a reasonable assessment of that matter.
	 
	12.5	 	Each of the Warranties is without prejudice to the other Warranties and, except where
expressly stated otherwise, no Warranty governs or limits the extent or application of the
other Warranties.




21









 











Schedule 1 : Apportionment of Consideration





	12.6	 	None of the information supplied by an Employee in connection with the Warranties or the
contents of the Disclosure Letter, or otherwise in connection with this Agreement shall be
deemed a representation to the Sellers as to its accuracy and the Sellers shall not without
the Buyer’s prior written consent make a claim against any Employee in respect of such
information.
	 
	12.7	 	Where any statement refers to the knowledge, belief or awareness of the Sellers, or any
analogous expression, it shall be deemed to include an additional statement that it has been
made after reasonable enquiry of Michael Cookson, Jack Lawrence, Denis Horton and Robert
Esterbrook.
	 
	13	 	POST-COMPLETION PROVISIONS
	 
	13.1	 	To assure to the Buyer the full benefit of the business and goodwill of the Business, the
Sellers undertakes by way of further consideration for the obligations of the Buyer under this
Agreement, as separate and independent agreements, that it will not without the Buyer’s prior
written consent:






	 	(a)	 	use the Brands in relation to any of its retained business, assets or
products, the Excluded Business and the Excluded Assets save that any Retained
Stock which uses the Brands and which is in existence at the date of this Agreement
may for six months from the date of this Agreement be disposed of by the Seller;
	 
	 	(b)	 	produce any products or goods using the Brands from the date of this
Agreement;
	 
	 	(c)	 	disclose to another person, or itself use for any purpose and shall
procure that each member of the Sellers’ Group and their officers and employees do
not disclose to another person or itself use for any purpose, and shall use all
reasonable endeavours to prevent the publication or disclosure of, information
concerning the Business, or the transactions or affairs of the clients or
customers of the Business, of which it has knowledge;
	 
	 	(d)	 	for three years after Completion, in relation to a business which is
substantially the same as or in direct completion with the Business, either on its
own account or for another person, directly or indirectly, offer employment to or
employ or offer or conclude any contract for services with an Employee earning over
£25,000 per annum who has during the one year preceding Completion been employed by
the Sellers in relation to the Business; or
	 
	 	(e)	 	for one year after Completion, directly or indirectly carry on a
business activity under a name which is the same as, or similar to, any of the
Brand names.






	13.2	 	The Sellers agree that the covenants and undertakings contained in Clause 13.1 are reasonable
and are entered into for the purpose of protecting the goodwill, confidential information and
trade connections of the Business. Accordingly the benefit of the covenants and undertakings
may be assigned by the Buyer and its successors in title without the consent of the Seller.
	 
	13.3	 	Each undertaking contained in Clause 13.1 shall be construed as a separate undertaking. If
one or more of them is held to be against the public interest or unlawful or an unreasonable
restraint of trade, the remaining undertakings shall continue to bind the Seller.




22









 











Schedule 1 : Apportionment of Consideration





	13.4	 	With effect from the Transfer Date, the Buyer grants to the Sellers a non-exclusive,
royalty-free licence to use the those items of the Tooling (the “Licensed-Back Tooling”) and
those items of Business IP other than trade marks or logos, whether or not registered, (the
“Licensed-Back IP”) which have been used by the Seller or any member of the Sellers’ Group
since 1st January 2007 in relation to the licences to the Sellers’ Group for production of the
James Bond items, the Harry Potter items and the Beatles items all forming part of the
Excluded Goods (the “Pop-Co Goods”), but only to the following extent and on the following
terms.
	 
	13.5	 	The Licensed-IP is licensed only to the extent that its use is necessary or desirable for
the Sellers’ use of the Licensed-Back Tooling in accordance with this clause 1.
	 
	13.6	 	The Sellers shall only use the Licensed-Back Tooling and the Licensed-Back IP to the extent
necessary or desirable for the production of the Pop-Co Goods.
	 
	13.7	 	The Sellers shall only use the Licensed-Back Tooling and the Licensed-Back IP to the extent
necessary or desirable for them to fulfil their obligations and exercise their rights under
their current licence agreements (copies of which or the material terms of which have been
included in the Disclosure Letter) with third parties relating to the Pop-Co Goods, but only
for the existing unexpired term of those licences, not including any renewals. If the Sellers
wish to renew such licences, they can so notify the Buyer (setting out the proposed terms of
such renewal) at least 2 months prior to the expiry of the licence and the Buyer will use its
reasonable endeavours, acting in good faith, to agree a mutually acceptable arrangement with
the Seller regarding permitting the Sellers to extend such licence, but provided that the
Buyer shall not be obliged to agree an extension.
	 
	13.8	 	The Sellers and the Buyer shall liaise in good faith to agree a mutually convenient timetable
to allow each of them to use the Licensed-Back Tooling as required.
	 
	13.9	 	The Buyer will inform the Sellers of any re-location of the Licensed-Back Tooling (which
shall be limited to within Hong Kong and the Peoples’ Republic of China unless the Sellers
previously consent otherwise in writing) and the Buyer shall further ensure that the Sellers
have reasonable access to the Tooling during normal business hours in order to make use of it
in accordance with the timetable agreed under clause 13.9. The Sellers shall be entitled (upon
reasonable written notice giving material details) to move the Licensed-Back Tooling from
wherever the Buyer locates it from time to time within Hong Kong and the Peoples’ Republic of
China provided always that it shall as soon as practicable after such usage (and in any event
within 4 weeks), the Sellers return and re-instate the same at their cost and risk, and comply
with the remainder of the provisions of this clause.
	 
	13.10	 	The Seller shall exercise all due care and attention in its use of the Licensed-Back Tooling
and shall assume full responsibility for ensuring that use (including re-location and return
under clause 39.9) of the Licensed-Back Tooling by it or its licensees does not cause damage
to or deterioration of the Licensed-Back Tooling, other than such normal wear and tear as
would result from reasonably careful use of the Licensed-Back Tooling in accordance with good
practice,
	 
	13.11	 	The Seller shall ensure that following each occasion of the Seller’s use (including
re-location and return under clause 1.5) of the Licensed-Back Tooling it is made available to
the Buyer in a clean and tidy condition, and in any event in a condition which is not worse
than the condition in which it was made available to the Seller, save in respect of such
normal wear and tear as would result from reasonably careful use of the Licensed-Back Tooling
in accordance with good practice.




23









 







Schedule 1 : Apportionment of Consideration




	13.12	 	The Seller shall not be entitled to modify the Licensed-Back Tooling in any way without the
written consent of the Buyer.
	 
	13.13	 	The licence can be sub-licensed to the Sellers’ Group on terms identical to those in this
clause 1, and can be sub-licensed to the Sellers’ Group’s contractors as necessary for them to
produce the Pop-Co Goods for the Sellers’ Group, but the Sellers and the sub-licensee shall
each be liable to the Buyer for any breaches of such sub-licences.
	 
	13.14	 	The Sellers cannot sell, assign, transfer, charge or otherwise deal with (“Transfer”) the
licence outside the Sellers’s Group without the prior written consent of the Buyer, unless to
an entity purchasing all of the assets or substantially all of the assets of the relevant
Seller (and provided that the Seller notifies the Buyer of the proposed sale and the identity
of the intended purchaser and that intended purchaser’s group). The Buyer shall otherwise be
entitled to withhold consent for any reason as it sees fit. The Buyer is entitled to Transfer
all or part of the licence. In respect of all such Transfers (by either the Seller’s Group or
the Buyer): (i) the Transfer of the licence shall only be permitted as part of the Transfer of
all the other terms of this clause 1; and (ii) upon the request of the other party, the party
wishing to Transfer shall enter into a novation agreement in respect of such Transfer.
	 
	13.15	 	The Buyer shall only be entitled to sell or otherwise transfer the Licensed-Back Tooling and
the Licensed-Back IP subject to this licence. The Buyer shall give the Sellers notice in
writing of any assignment.
	 
	13.16	 	The Buyer may terminate this licence with immediate effect in writing to the Sellers:






	 	(a)	 	if and to the extent that the relevant parts of the Sellers’ Group
ceases to make the relevant Pop-Co Goods; or
	 
	 	(b)	 	if the Seller commits a material breach of any term or condition of
this licence (or any sub-licensee commits a breach of its sub-licence) and such
breach continues unremedied for more than 30 days after the Buyer has served a
notice in writing on the Seller giving details of the breach requiring its remedy.






	13.17	 	On the business day following Completion, the Sellers and Buyer shall include in their
existing websites a link to the press releases announcing the Completion of the Transaction.
On the business day following Completion, Sellers shall include on the home page of the
Sellers’ respective website a mutually agreeable prominent reference to the Completion of the
sale with a link to Buyer’s website.
	 
	13.18	 	For 7 days after Completion, Sellers shall have the right to continue to use Sellers’
existing domain names incorporating the name “corgi” such as “corgi-international.com”,
“corgi-usa.com”, “corgi.co.uk” and any similar domain names containing the name “corgi”
(collectively, the “Corgi Domain Names”) with the existing content as well as the right to
continue to use all existing email addresses for employees using such domain names or related
urls (“Existing Corgi Email Addresses”).
	 
	13.19	 	For six months after Completion, Buyer shall include on the home page of any website using
the Corgi Domain Names a mutually agreed prominent reference to Seller’s new name, together
with a mutually agreed reference to the Completion of the Sale of Business with a link to
Sellers’ new website.





24









 







Schedule 1 : Apportionment of Consideration




	13.20	 	For one year after Completion, Buyer shall provide a mutually agreeable automated email
response for all emails addressed to the Existing Corgi Email Addresses with a reference to
the Completion of the sale of the Business and a link to a corresponding new email addresses
provided by Sellers to Buyer from time to time.






	13.21	 	For one year after Completion, Sellers shall use its best efforts to refer or forward any
email or phone calls received by Sellers intended for the Buyer to the persons the Buyer
informs the Sellers from time to time.
	 
	14	 	ANNOUNCEMENTS
	 
	 	 	Except as required by law, the UK Listing Authority or the London Stock Exchange, the
Securities and Exchange Commission, or the rules of any exchange on which either party
is listed (including NASDAQ), no announcement or statement shall be made in relation to
this Agreement or another of the parties to this Agreement, except for the announcement
in the Agreed Form or otherwise as specifically agreed between the parties. An
announcement by the Sellers shall in any event be issued only after prior consultation
with the Buyer.
	 
	15	 	VAT
	 
	15.1	 	The Sellers and the Buyer acknowledge that, in mutual reliance on each other’s warranties in
this Clause, the sale and purchase of the UK Business and Assets will constitute the transfer
of a business (or part of a business) as a going concern (“TOGC”) for the purposes of article
5 of the Value Added Tax (Special Provisions) Order 1995 (the “Order”).
	 
	15.2	 	The Sellers and the Buyer shall use all reasonable endeavours to ensure that the sale of the
UK Business and Assets is treated as a TOGC.
	 
	15.3	 	The UK Seller warrants that it is registered for the purposes of VAT under registration
number GB 765 3569 92.
	 
	15.4	 	The Buyer and the UK Seller do not intend to make a joint application to HMRC under
Regulation 6(1)(b) of the VAT Regulations 1995 for the Buyer to be registered for VAT under
the UK Seller’s VAT registration number.
	 
	15.5	 	The Buyer and the UK Seller acknowledge that section 49(5) VATA applies to the TOGC and that
the UK Seller shall comply with its obligations under that section.
	 
	15.6	 	Buyer’s obligations
	 
	15.6.1	 	The Buyer warrants that:






	 	(a)	 	it is registered for the purposes of VAT under registration
number [•];
	 
	 	(b)	 	it is not party to this Agreement as a trustee or nominee or agent for
any other person; and
	 
	 	(c)	 	it intends to use the UK Business and Assets after Completion in
carrying on the same kind of business as the UK Seller has carried on before
Completion for the purposes of VAT.






	15.7	 	If HMRC determine, in writing after Completion, that the sale and purchase of the UK Business
and Assets is not to be treated as a TOGC, the UK Seller will provide the Buyer with a copy of
HMRC’s determination and issue a valid VAT invoice to






25









 










Schedule 1 : Apportionment of Consideration





	 	 	the Buyer for the [UK] Consideration and the VAT chargeable on it and the Buyer will pay
such amount of VAT on the later of: (a) two Business Days before the date upon which the
UK Seller is due to account for such VAT to HMRC; or (b) five Business Days after the
date on which the UK Seller provides the Buyer with a valid VAT invoice.
	 
	15.8	 	The Buyer shall on demand indemnify the UK Seller for 50 per cent. of any interest, fines or
penalties properly imposed by HMRC arising in connection with any VAT chargeable in the
circumstances referred to in Clause 15.7 provided that:






	 	(a)	 	the Sellers shall immediately forward copies of any correspondence with
HMRC in relation to such interest, fines, or penalties, provide the Buyer with
reasonable opportunity to comment on any such correspondence and shall take into
account any reasonable comments of the Buyer in responding to HMRC; and
	 
	 	(b)	 	the Buyer shall not be liable for any interest, fines or penalties to
the extent that such interest, fines or penalties arise as a result of a failure by
the Sellers in complying with its obligations to HMRC in a timely manner (unless
and to the extent that such failure is as a result of the UK Seller acting in a
manner contemplated by Clause 15) or arising as a result of any breach by the
Seller of any of its obligations under this Agreement.






	16	 	RISK
	 
	 	 	The Sellers shall continue to carry on the Business for its own benefit and at its own
risk up to the Transfer Date. The Business and Assets shall be at the risk of the Buyer
from the Transfer Date.
	 
	17	 	INFORMATION AND FURTHER ASSURANCE
	 
	17.1	 	As soon as practicable after Completion, the Sellers and the Buyer shall each issue a
statement in the Agreed Form to the customers of, and suppliers to, the Business informing
them of the transfer of the Business to the Buyer.
	 
	17.2	 	Except as required by law or any regulatory body and subject to clause 14, the Sellers and
the Buyer shall keep confidential this Agreement and its terms and conditions and shall not
disclose the same to any third party without the prior written consent of the other party.
	 
	17.3	 	The Sellers will at the Buyer’s expense and following a request by the Buyer:






	 	(a)	 	execute any document and do any thing; and
	 
	 	(b)	 	use reasonable endeavours to procure that a third party executes any
document and does any thing,






	 	 	reasonably necessary to perfect the transactions intended to be effected pursuant to
this Agreement.
	 
	17.4	 	If Completion takes place but certain Assets (excluding the Business Contracts) are not
delivered or transferred to the Buyer due to the absence of any Third Party Consent such
Assets shall be held by the Sellers on trust for the Buyer absolutely as from Completion and
shall be delivered or transferred to the Buyer as soon as the Third Party Consent is obtained.
The Sellers will use all reasonable endeavours to ensure that any Third Party Consent is
granted as soon as possible after Completion on terms acceptable to the Buyer. Pending the
delivery or





26









 










Schedule 1 : Apportionment of Consideration





	 	 	transfer of any such Assets to the Buyer the Sellers shall at the Buyer’s expense take
all such steps to preserve the same and to preserve and enforce its rights relating to
any of such Assets as the Buyer shall reasonably require and the Sellers shall promptly
deliver to the Buyer any communication received by it concerning any of such Assets.
	 
	17.5	 	The Sellers shall after Completion retain the Retained Business Records for a minimum of six
years and shall during such period give to the Buyer and its representatives reasonable
facilities to inspect the Retained Business Records and to take copies and extracts so far as
they relate to the Business at all reasonable times and on reasonable advance notice.
	 
	17.6	 	The Sellers shall procure that all notices, correspondence, information, orders, money or
enquiries relating to the Business or the Assets belonging to the Buyer which are received by
the Sellers or any member of the Sellers’ Group on or after Completion shall be immediately
passed or paid to the Buyer.
	 
	17.7	 	At any time after Completion and upon reasonable request from time to time the Buyer shall
provide, or procure to be provided, to the Sellers (at the Sellers’ expense), all information
relating to the Business relating to the period up to the Transfer Date and which is in its
possession or under its control.
	 
	17.8	 	If any Stock or other materials including promotional material bearing any name or mark of
the Sellers or any other person are sold to the Buyer under this Agreement the Buyer is
authorised by the Sellers to sell or otherwise dispose of such Stock or to use that material
until such Stock or material is exhausted.
	 
	18	 	RIGHTS AND REMEDIES OF THE BUYER
	 
	18.1	 	The rights and remedies of the Buyer shall not be affected by failing to exercise, or
delaying in exercising, a right or remedy, or by anything else, except a specific authorised
written waiver or release. A single or partial exercise of a right or remedy provided by this
Agreement or by law does not prevent its further exercise or the exercise of another right or
remedy.
	 
	19	 	WAIVER
	 
	 	 	Waiver by the Buyer of a breach of a term of this Agreement, or of a default under it,
does not constitute a waiver of another breach or default nor affect the other terms of
this Agreement.
	 
	20	 	NO MERGER
	 
	 	 	The obligations contained in or implied by this Agreement which have not been performed
at or prior to Completion and the warranties, representations and indemnities contained
in it and any rights or remedies available pursuant to it shall remain in full force and
effect notwithstanding, and shall not be affected by, Completion.
	 
	21	 	CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
	 
	21.1	 	Unless the right of enforcement is expressly granted, it is not intended that a third party
should have the right to enforce a provision of this Agreement pursuant to the Contracts
(Rights of Third Parties) Act 1999.
	 
	21.2	 	The parties may rescind or vary this Agreement without the consent of a third party to whom
an express right to enforce any of its terms has been provided.




27









 











Schedule 1 : Apportionment of Consideration





	22	 	COSTS
	 
	 	 	Expenses incurred by or on behalf of the parties, including the fees of agents and
advisers employed in connection with the negotiation, preparation or execution of this
Agreement, shall be borne by the party who incurred the liability.
	 
	23	 	SET-OFF, WITHHOLDING TAX AND GROSSING-UP
	 
	23.1	 	Subject to Schedule 10, each party shall pay all sums payable by it under or pursuant to the
terms of this Agreement free and clear of any counterclaim or set-off of any kind.
	 
	23.2	 	Each party shall pay all sums payable by it under or pursuant to the terms of this Agreement
free and clear of all deductions or withholdings except for those required by law.
	 
	23.3	 	Any payment under this Agreement to the Buyer shall, so far as it is able, be treated as an
adjustment to the Consideration.
	 
	24	 	INVALIDITY
	 
	24.1	 	Subject to Clause 24.2 and Clause 24.3, if a provision of this Agreement is held to be
illegal or unenforceable, in whole or in part, under an enactment or rule of law, it shall to
that extent be deemed not to form part of this Agreement and the enforceability of the
remainder of this Agreement shall not be affected.
	 
	24.2	 	If a provision of this Agreement is, or but for this Clause would be, held to be illegal or
unenforceable, in whole or part, but would be legal and enforceable if the period of
application or geographical application were reduced or if part of the provision were deleted,
the provision shall apply with the minimum modification necessary to make it legal and
enforceable.
	 
	24.3	 	If a provision of this Agreement is held to be illegal or unenforceable, in whole or in part,
and Clause 24.2 cannot be used to make it legal and enforceable, the Buyer may require the
Sellers to enter into a new deed under which the Sellers undertakes in the terms of the
original provision, but subject to such amendments as the Buyer specifies in order to make the
provision legal and enforceable. The Sellers will not be obliged to enter into a new deed
that would increase its liability beyond that contained in this Agreement, had all its
provisions been legal and enforceable.
	 
	25	 	COUNTERPARTS
	 
	25.1	 	This Agreement may be executed in a number of counterparts and by the parties on different
counterparts, but shall not be effective until each party has executed at least one
counterpart.
	 
	25.2	 	Each counterpart, when executed, shall be an original, but all the counterparts together
constitute the same document.
	 
	26	 	COMMUNICATIONS
	 
	26.1	 	All communications between the parties with respect to this Agreement shall be in writing and
shall:






	 	(a)	 	be delivered by hand, or sent by first class prepaid post (or airmail
if sent outside the United Kingdom) to, the registered office for the time being of




28









 











Schedule 1 : Apportionment of Consideration





	 	 	 	the addressee or to another address in the United Kingdom which the addressee
notifies for the purpose of this Clause; or
	 
	 	(b)	 	be sent by facsimile to the facsimile number stated below or as
notified for the purpose of this Clause.






	26.2	 	In the absence of evidence of earlier receipt, communications shall be deemed to have been
received as follows:






	 	(a)	 	(if sent by post within the United Kingdom,) two Business Days after
posting;
	 
	 	(b)	 	(if sent by post outside the United Kingdom) five Business Days after
posting;
	 
	 	(c)	 	(if delivered by hand) on the day of delivery, if delivered at least
two hours before the close of business hours on a Business Day, and otherwise on
the next Business Day; and
	 
	 	(d)	 	(if sent by facsimile) at the time of transmission, if received at
least two hours before the close of business hours on a Business Day, and otherwise
on the next Business Day.






	26.3	 	For the purposes of this Clause 26 (Communications ), “business hours” means between the
hours of 10.00 and 18.00 inclusive, London time.
	 
	26.4	 	In proving service it shall be sufficient to prove that personal delivery was made, or that
the envelope containing the notice was properly addressed and stamped and placed in the post
or that the facsimile transmission was transmitted to the specified number and a confirmatory
transmission report received.
	 
	26.5	 	Communications addressed to the Sellers which is delivered or sent in accordance with
Clause 26.1, shall be marked for the attention of [the company secretary] and communications
addressed to the Buyer shall be marked for the attention of Frank Martin.
	 
	26.6	 	The facsimile numbers referred to in Clause 26.1 are:
	 
	 	 	for the Seller:       +1 925 930 9198
	 
	 	 	for the Buyer:         01843 233 513
	 
	27	 	PROPER LAW
	 
	 	 	This Agreement shall be governed by and construed in accordance with English law and the
parties submit any dispute which may arise out of, under, or in connection with this
Agreement to the exclusive jurisdiction of the English courts.




Signed by the duly authorised representatives of the parties on the date of this Agreement




29









 








Schedule 1 : Apportionment of Consideration




Schedule 1

Apportionment of Consideration




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	UK	 	USA	 	Hong Kong
	 	 	 	 	£	 	£	 	£
	1

	 	Tooling, Business
Contracts,
Goodwill, Business
Records and
Intellectual
Property Rights
	 	 	7,324,999	 	 	1
	 	1
	 
	 	 	 	 	 	 	 	 	 	 
	2

	 	Stock
	 	 	 	 	 	As determined
 in
accordance
 with
Schedule 2
	 	As determined
 in
accordance
 with
Schedule 2







30













 





Schedule 2 : Calculation of Stock Inventory




Schedule 2

Calculation of Stock Inventory





	1	 	Immediately after the Transfer Date and upon delivery of the Stock (including any Stock in
transit) representatives of the Sellers and the Buyer shall conduct a physical stock-take of
the Stock so as to verify the accuracy of the Agreed Form Stock Inventory set out in Appendix
2 to this Agreement and to determine its value. Stock shall be valued as follows:






	 	(a)	 	all Stock shall be valued on the basis of its “Landed Cost” which shall
mean its direct cost plus inbound freight cost but excluding buying commissions;
	 
	 	(b)	 	all stock less than 6 months old will be valued at the full Landed Cost
of those items at Completion. Any Stock more than 6 months old as at Completion
will be valued at 50% of its Landed Cost.






	2	 	There shall be no obligation on the Buyer to purchase any Stock older than 18 months as at
Completion.
	 
	3	 	However, the Buyer agrees that it will purchase the archive stock at the agreed price of
£66,314 in aggregate.
	 
	4	 	If the representatives of the Sellers and the Buyer are unable to agree the value of the
Stock within seven days of commencement of the stock-take then the dispute shall be resolved
as provided in paragraph 2 below.
	 
	5	 	If, within 14 days of the Stock-take referred to in paragraph 1 above, there remains an
outstanding dispute with respect to the Stock Inventory, the dispute shall be referred to a
firm of chartered accountants, nominated jointly by the Sellers and the Buyer or, failing
nomination within 14 days after the request by either the Sellers or the Buyer, nominated at
the request of either party by the president of the Institute of Chartered Accountants in
England and Wales or any successor institute. The firm shall act as experts and not as
arbitrators and their decision (in the absence of manifest error) shall be final and binding
on the parties. The fees shall be payable by the Sellers and the Buyer in such proportions as
the firm determines.






31









 








Schedule 3 : Employees




Schedule 3

Employees




Part 1

Employees





	 	 	UK Employees
	 
	1	 	Alexandra Balzaretti
	 
	2	 	Carl Dudley
	 
	3	 	Claire Jeffs-Watts
	 
	4	 	James Burgess
	 
	5	 	Paul Lumsdon
	 
	6	 	Terence Fox
	 
	7	 	Jill Edwards
	 
	8	 	Ricki Curtis
	 
	9	 	Louise Carr
	 
	10	 	Jane Watson
	 
	 	 	Hong Kong Employees
	 
	 	 	None
	 
	 	 	US Employees
	 
	11	 	Steve Bonnem





Part 2

Excluded Employees





	 	 	UK Excluded Employees
	 
	1	 	Guy Nicholas Martin
	 
	2	 	Mark Foley
	 
	3	 	Ann Russell
	 
	4	 	Dawn Whale
	 
	5	 	Donna McGovern
	 
	6	 	Gillian Acomb
	 
	7	 	Helena Smith
	 
	8	 	Jane Smith




32









 











Schedule 3 : Employees





	9	 	Jennifer Mott
	 
	10	 	Karen Buckley
	 
	11	 	Kelly Campbell
	 
	12	 	Laura Brailsford
	 
	13	 	Nadea Park
	 
	14	 	Naomi Davey
	 
	15	 	Shirley Arnold
	 
	16	 	Tom Bill
	 
	17	 	Jonathan Dixon
	 
	18	 	Rowena Critchlow
	 
	19	 	Anthony Beardmore
	 
	20	 	Alex Lombardi
	 
	21	 	Andy Davies
	 
	22	 	Christian Jones
	 
	23	 	Gregg Andrews
	 
	24	 	Hannah Scott
	 
	25	 	Kelly Powell
	 
	26	 	Mark Andrews
	 
	27	 	Mike Hince
	 
	28	 	Stuart Smith
	 
	29	 	Jonathon Dixon
	 
	30	 	Luke Hillier
	 
	31	 	Mark Hiller
	 
	32	 	Trevor Hayes
	 
	33	 	Robert Esterbrook
	 
	 	 	Hong Kong Excluded Employees
	 
	34	 	Tse, Jackie
	 
	35	 	Au, Michael
	 
	36	 	Chan, Alex




33









 











Schedule 3 : Employees





	37	 	Chan, Cythnia
	 
	38	 	Chan, Fanny
	 
	39	 	Chan, Yan
	 
	40	 	Cheung, Alice
	 
	41	 	Choi, Polly
	 
	42	 	Choy, Sonny
	 
	43	 	Chu, Tina
	 
	44	 	Chung, John
	 
	45	 	Kwok, Cecilla
	 
	46	 	Kwok, Pat
	 
	47	 	Lam, Elaine
	 
	48	 	Lam, Kid
	 
	49	 	Lau, Stephanie
	 
	50	 	Lin, Cathy
	 
	51	 	Lo, Regina
	 
	52	 	Mok, Patrick
	 
	53	 	Mok, Stephaine
	 
	54	 	Ng, Joe
	 
	55	 	Ng, KS
	 
	56	 	Ng, Mervyn
	 
	57	 	Wong, May
	 
	58	 	Wong, Shong Ying
	 
	59	 	Yeung, Fion
	 
	60	 	Yung, Yanny
	 
	61	 	Tsang, June
	 
	 	 	US Excluded Employees
	 
	62	 	Michael Kochis
	 
	63	 	Angela Meile






34









 








Schedule 4 : Business Contracts




Schedule 4

Business Contracts




Part 1

Business Contracts to be Assigned at Completion




Part 2

Excluded Business Contracts





	1	 	Big Monster Toys
	 
	2	 	General Motors Corp
	 
	3	 	[all distribution agreements]





Part 3

Business Contracts subject to Potential Transfer post-Transfer Date




35









 





     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	End Date	 	 	 	 	 	 	 	 	 	Accrued	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(Including	 	 	 	 	 	 	 	 	 	Versus	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Sell off	 	Royalty	 	Contract	 	Guarantee	 	 
	Royaltor	 	Type	 	License Permission/Restrictions	 	Exclusive	 	Territory Restrictions	 	Start Date	 	End Date	 	Period)	 	Rate	 	Guarantee	 	[31/03/08]	 	Contract Notes
	AB VOLVO

	 	Dual Usage
	 	1:50 & 1:64 SCALE VOLVO FH, FM
&F55 VARIANTS, 1:76 SCALE FH
VARIANT
	 	No
	 	WORLD-WIDE (SEE
APPENDIX C)
	 	01-Jan-05
	 	01-Jun-10
	 	01-Jan-10
	 	 	6.00	%	 	£	0	 	 	£	67,542	 	 	PAYMENT BASED ON NET SALES. RATE PAYABLE ON
TRACTOR UNIT/RIGID LORRY (ESTIMATED 60% OF ARTIC
VARIANT)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ADAM OPEL GMBH
(formally GM
Europe)

	 	Dual Usage
	 	VAUXHALL 1:43, 1:50 & 1:76
SCALE DIECAST & 1:64 MASTERFIT
SUPERHAULER
	 	No
	 	USA CANADA CENTRAL
AMERICA
AUSTRALIA/OCEANIA &
SOUTH PACIFIC EUROPE
ASIA AFRICA
	 	01-Dec-03
	 	31-Dec-09
	 	29-Jun-10
	 	 	7.00	%	 	$12,500term
	 	$	3,070	 	 	‘3RD AMENDMENT’ PAYMENT BASED ON NET SALES
VALUE. REVISED ADVANCE/GUARANTEE @ $2.5K
PAYABLE UPON EXECUTION WITH $10K MG THRU 2007,
$12.5K MG TO COVER 2008 AND $12.5K MG TO COVER
2009
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ahrens FOX FIRE
ENGINE

	 	Collector
	 	AHRENS FOX IN 1:16, 1:24,
1:32, 1:50, 1:64, 1:72, 1:144
AND SHOWCASE SCALE
	 	No
	 	WORLD-WIDE
	 	01-Jan-05
	 	31-Dec-09
	 	30-Apr-10
	 	 	6.00	%	 	$	12,500	 	 	$	9,213	 	 	ROYALTY PAYABLE ON ‘NET SALES’ DIFFERING RATES
APPLY (2% DM, 4% RETAIL AND 6% MASS MARKET).
ADVANCE PAYABLE OF $5K UPON EXECUTION.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	AUTOMOBILE
ASSOCIATION LIMITED

	 	Collector
	 	COLLECTOR ‘AA’ RENAULT TRAFFIC
& ‘AA’ TRACKSIDE RELEASES
(NOTE RT SCALE)
	 	No
	 	WORLD-WIDE
	 	01-Jan-07
	 	31-Dec-08
	 	31-Mar-09
	 	 	7.00	%	 	£	1,500	 	 	not released
	 	 	PAYMENT BASED ON NET SALES. ADVANCE £750 UPON
SIGNATURE AND £750 SIX MONTHS FROM COMMENCEMENT
DATE, MG £1,500
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	AUTOMOBILES CITROEN

	 	Collector
	 	PREMIUMS H & 55 MODELS
(EXCLUDING TOBACCO & DRINK
LIVERIES)
	 	No
	 	NOT SPECIFIED
	 	05-Apr-07
	 	Not Visible
	 	 	 	 	5.00	%	 	£	0	 	 	£	1,999	 	 	1) ROYALTY PAYABLE OF 5% NET ANNUAL SALE 2)
COPYRIGHT NOT KNOWN 3) PREMIUM LICENSE ONLY, 40
NO EXPIRATION DATE
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	AUTOMOBILES CITROEN
(FOC)

	 	Collector
	 	CITROEN 2CV & 55 TYPE CAB
(HERITAGE & BOND)
	 	No
	 	NOT SPECIFIED
	 	15-May-99
	 	Not Visible
	 	 	 	 	0.00	%	 	£	0	 	 	£	0	 	 	1) COPYRIGHT NOTICE NOT KNOWN 2) NO RESTRICTIONS
SPECIFIED REGARDING PRODUCT MARKET DISTRIBUTION
(DIRECT MAIL) 4) MAXIMUM OF 4000 PIECES
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	AUTOMOBILES PEUGEOT
(FOC)

	 	Collector
	 	SPECIFIC UNIC SAVERNE & SIMCA
RELEASES, 70601, 70602, 70603,
70604, 72506, 72907, 72908,
72909
	 	No
	 	NOT SPECIFIED
	 	24-Mar-00
	 	Not Visible
	 	 	 	 	0.00	%	 	£	0	 	 	£	0	 	 	1) COPYRIGHT NOTICE NOT KNOWN 2) NO RESTRICTIONS
SPECIFIED REGARDING PRODUCT MARKET DISTRIBUTION
(DIRECT MAIL)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	AUTOMOBILES PEUGEOT
(FOC)

	 	Collector
	 	SPECIFIC UNIC SAVERNE & SIMCA
RELEASES (Models 72801, 72802,
72803, 72901, 72902, 72903 &
72904)
	 	No
	 	NOT SPECIFIED
	 	21-Jun-99
	 	Not Visible
	 	 	 	 	0.00	%	 	£	0	 	 	£	0	 	 	1) COPYRIGHT NOTICE NOT KNOWN 2) NO RESTRICTIONS
SPECIFIED REGARDING PRODUCT MARKET DISTRIBUTION
(DIRECT MAIL)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BAYERISCHE MOTOREN
WERKE
AKTIENGESELLSCHAFT

	 	Dual Usage
	 	1:36 & 1:43 DIECAST MINI
CLASSICS
	 	No
	 	WORLD-WIDE
	 	22-Apr-02
	 	Not Visible
	 	 	 	 	5.00	%	 	£	0	 	 	£	72,991	 	 	ADVANCE PAYABLE ___75% OF GUARANTEE, £777. NO
EXPIRY DATE. 2) COPYRIGHT — ’THE MINI
TRADEMARKS ARE USED UNDER LICENSE FROM BMW AG’
3) NO RESTRICTIONS SPECIFIED REGARDING PRODUCT
MARKET DISTRIBUTION (DIRECT MAIL) 4) ROYALTY
PAYABLE @ 5% ‘NET SALES’
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BAYERISCHE MOTOREN
WERKE
AKTIENGESELLSCHAFT

	 	Dual Usage
	 	1:36 & 1:43 DIECAST MINI R50
	 	No
	 	WORLD-WIDE
	 	23-Oct-00
	 	Not Visible
	 	 	 	 	5.00	%	 	£	26,303	 	 	£	46,231	 	 	ADVANCE PAYABLE @ 75% OF GUARANTEE, £15750. NO
EXPIRY DATE. 2) COPYRIGHT — ’THE MINI
TRADEMARKS ARE USED UNDER LICENSE FROM BMW AG’
3) NO RESTRICTIONS SPECIFIED REGARDING PRODUCT
MARKET DISTRIBUTION (DIRECT MAIL) 4) ROYALTY
PAYABLE @ 5% ‘NET SALES’
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BOEING BUSINESS
SERVICES COMPANY

	 	Dual Usage
	 	BOEING MARKS (VARIOUS LISTED)
	 	No
	 	WORLD-WIDE
	 	01-Sep-01
	 	Not Visible
	 	 	 	 	4.00	%	 	 	51,000[]	 	 	$	449,745	 	 	PAYMENT BASED ON DET SELLING PRICE
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BORN FREE FOUNDATION

	 	Collector
	 	BORN FREE LAND ROVER DEFENDER
(VA09706)
	 	No
	 	NOT SPECIFIED
	 	01-Nov-05
	 	01-Nov-07
	 	30-Jan-0[]
	 	 	3.50	%	 	sell-off
	 	£	0	 	 	PAYMENT BASED ON CONTRACTED NET PRICE (£[ ] UNIT)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BOSTON SPARKS
ASSOCIATION INC

	 	Collector
	 	BOSTON FIRE DEPARTMENT
(US52507 & US53508)
	 	No
	 	NOT SPECIFIED
	 	21-Feb-03
	 	Not Visible
	 	 	 	 	2.00	%	 	£	0	 	 	$	2,081	 	 	PAYMENT BASED ON ADJUSTED GROSS WHOLESALE PRICE.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CAPESPAN LIMITED

	 	Collector
	 	OUTSPAN LIVERY (AUSTIN A40 VAN
VA00320)
	 	Yes
	 	WORLD-WIDE
	 	30-Aug-06
	 	31-Dec-00
	 	30-May-09
	 	 	0.00	%	 	£	500	 	 	not released
	 	 	ONE-OFF AGREEMENT. £500 ADVANCE PAYMENT
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CHICAGO FIRE
DEPARTMENT

	 	Collector
	 	USE OF THE CHICAGO FIRE DEPT
PROPERTIES
	 	No
	 	WORLD-WIDE
	 	24-Aug-01
	 	Not Visible
	 	 	 	 	2.00	%	 	£	0	 	 	$	7,697	 	 	1) ROYALTY PAYABLE (DONATION) @ 2% ‘NET SALES’
2) COPYRIGHT NOTICE — NOT KNOWN 3) NO
RESTRICTIONS SPECIFIED REGARDING PRODUCT MARKET
DISTRIBUTION (DIRECT MAIL)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CHICAGO TRANSIT
AUTHORITY

	 	Collector
	 	GM 5300 MODEL BUS
	 	No
	 	WORLD-WIDE
	 	05-Nov-01
	 	Not Visible
	 	 	 	 	3.00	%	 	£	0	 	 	$	4,555	 	 	1) ROYALTY PAYABLE @ 3% ‘NET SALES’ 2) COPYRIGHT
NOTICE — NOT KNOWN 3) NO RESTRICTIONS SPECIFIED
REGARDING PRODUCT MARKET DISTRIBUTION (DIRECT
MAIL)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CLARENCE & ANDERSON

	 	Collector
	 	DIECAST REPRODUCTIONS OF PSi
MUSTANG ‘OLD CROW’ & FIGURES
DEPICTING CLARENCE & ANDERSON
	 	No
	 	WORLD-WIDE
	 	20-Sep-04
	 	08-Sep-07
	 	17-Mar-08
	 	 	3.00	%	 	sell-off
	 	$	22	 	 	‘ADDENDUM PERMITTING FIGURES’ ROYALTY PAYABLE ON
THE ‘NET RECEIPTS’. ADVANCE PAYABLE OF $2.5K
(ADDITIONAL $2.5K PAYABLE AS PAST USAGE OF
PROPERTY PRE SEPT 2004).
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COACH USA
MANAGEMENT BUSINESS
TRUST

	 	Collector
	 	COACH USA TRADE MARK
	 	No
	 	NOT SPECIFIED
	 	31-May-01
	 	Not Visible
	 	 	 	 	8.00	%	 	$	0	 	 	$	4,647	 	 	REPORTING ON MONTHLY BASIS 1) ROYALTY PAYABLE
@8% ‘GROSS SALES’ 2) NO RESTRICTIONS SPECIFIED
REGARDING PRODUCT MARKET DISTRIBUTION (DIRECT
MAIL) 3) COPYRIGHT NOTICE — NOT KNOWN.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COMPAGNE LU (FOC)

	 	Collector
	 	SPECIFIC ALSACIENNE, LU &
AUGUBELLE LIVERIED RELEASES,
MODELS 73001/73601/72008
	 	No
	 	FR, UK, BELG, NETH,
USA, CAN, MX, IT,
JAP, GER, AUS, NZ,
SA, SWITZ
	 	01-Aug-97
	 	Not Visible
	 	 	 	 	0.00	%	 	£	0	 	 	£	0	 	 	1) NO ROYALTY PAYMENTS REQUIRED. 2) COPYRIGHT —
‘MARQUE — MODELE APPARTENANT A UNE SOCIETE DU
GROUPE DANONE’ 3) SPECIFIC COUNTRIES.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CURTISS-WRIGHT CO.

	 	Collector
	 	P-40 AIRCRAFT IN 1:32, 1:72
AND SHOWCASE SCALES
	 	No
	 	WORLD-WIDE
	 	01-Oct-04
	 	30-Sep-10
	 	28-Jan-11
	 	 	3.00	%	 	$	2,500	 	 	$	12,401	 	 	ROYALTY PAYABLE ON ‘NET SALES.’ ADVANCE PAYABLE
OF $2K UPON EXECUTION.






 









 




     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	End Date	 	 	 	 	 	 	 	 	 	Accrued	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(Including	 	 	 	 	 	 	 	 	 	Versus	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Sell off	 	Royalty	 	Contract	 	 	Guarantee	 	 
	Royaltor	 	Type	 	License Permission/Restrictions	 	Exclusive	 	Territory Restrictions	 	Start Date	 	End Date	 	Period)	 	Rate	 	Guarantee	 	 	[31/03/08]	 	Contract Notes
	DAF TRUCKS NV

	 	Dual Usage
	 	DAF 85, 95, 105XF & CF
Variants (1:50 Scale) AND
DAF95 105XF 1:76 SCALE
	 	No
	 	NOT SPECIFIED
	 	01-Jul-04
	 	01-Jun-09
	 	01-Jun-09
	 	 	3.00	%	 	£	0	 	 	£	70,789	 	 	1) ROYALTY PAYABLE @ 3% OF TRUCK VALUE (60% OF
SALES VALUE)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	DR PEPPER/SEVEN UP,
INC.

	 	Collector
	 	1:50 & 4” SCALE REPLICAS
HISTORIC ‘SQUIRT’, ‘HIRES’,
‘A&W’, ‘7UP’, ‘VERNORS’
	 	No
	 	UNITED STATE OF
AMERICA
	 	01-Jul-05
	 	30-June-05
	 	27-Dec-05
	 	 	5.00	%	 	$2,600term
	 	 	 	-$211	 	 	PAYMENT BASED ON NET SALES VALUE.
ADVANCE/GUARANTEE @ $3K PAYABLE UPON EXECUTION
FOR PERIOD ENDED JUNE 2006. SECONDARY $4.5K
GUARANTEE TO COVER END JUNE 2007 AND $2.0K
GUARANTEE TO COVER END JUNE 2008
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	EDDIE STOBART
PROMOTIONS LIMITED

	 	Dual Usage
	 	EDDIE STOBART, DIECAST &
PLASTIC 1:36, 1:43, 1:64, 1:76
(NON-EXCLUSIVE) AND 1:50
(EXCLUSIVE)
	 	No
	 	FRA,GER,ITA,BEL,
NED,LUX,DEN_RE,UK,
GRE,POR,ESP,AST, FIN,
SWE
	 	01-Jan-05
	 	30-Jun-05
	 	30-Sep-08
	 	 	5.00	%	 	£	20,000	 	 	£	71,224	 	 	‘EXTENDED TERM’ PAYMENT BASED ON NET SALE PRICE.
5% TRACKSIDE ONLY. LICENSE ADVANCE £5K,
GUARANTEED PAYMENTS (EITHER ACCRUED OR ONE OFF)
OF £5K 31/12/07, 31/12/07 & 30/6/07
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ESTATE OF SIR
WINSTON CHURCHILL

	 	Collector
	 	COLLECTABLE DIECAST MODEL
FIGURE (CC59161)
	 	No
	 	WORLD-WIDE
	 	30-Jan-07
	 	29-Jan-09
	 	29-Jan-09
	 	 	0.00	%	 	£	850	 	 	na
	 	ONE OFF FEE ONLY. NIL ROYALTY PAYABLE
ADVANCE/ONE-OFF FEE OF £850 IMMEDIATE.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD MOTOR COMPANY
#1751

	 	Dual Usage
	 	1:72, 1:64, 1:43, 1:36 DIECAST
REPLICAS, ‘FORD’
	 	No
	 	WORLD-WIDE
	 	01-Oct-04
	 	31-Dec-07
	 	29-Apr-08
	 	 	7.00	%	 	sell-off
	 	 	£	24,581	 	 	PAYMENT BASED ON NET SALES VALUE. 1% STANDARD &
5% CO-LICENSED. GUARANTEED ANNUAL MINIMUM OF
£25K DUE DECEMBER 2005, 2006 & 2007
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FORD MOTOR COMPANY
#967710

	 	Duel Usage
	 	1:76, 1:43, 3.5” DIECAST
REPLICAS, ‘FORD’
	 	No
	 	WORLD-WIDE
	 	01-Jul-06
	 	31-Dec-09
	 	30-Apr-10
	 	 	7.00	%	 	£8,500term
	 	 	£	3,251	 	 	‘AMENDMENT’ PAYMENT BASED ON NET SALES VALUE.
7% STANDARD & 5% CO-LICENSED. LICENSE ADVANCE
£2,000, GUARANTEED ANNUL MINIMUM OF £3,000 2007,
£8,500 2008 AND £8,500 2009
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FWD Corporation

	 	Collector
	 	SEAGRACE — 1:50 SCALE 70TH
ANNIVERSARY SERIES PUMPERS
	 	No
	 	World-Wide
	 	15-Jun-00
	 	Not Visible
	 	 	 	 	5.00	%	 	$	0	 	 	$	63,272	 	 	ROYALTY PAYABLE @ 5% ‘NET SALES. INITIAL
LICENSE FEE OF US$2500 DUE ON EXECUTION (NOT
ADVANCE/GUARANTEE).
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	GENERAL DYNAMICS
LAND SYSTEMS

	 	Dual Usage
	 	M1A1/2 ABRAMS TANK
	 	No
	 	WORLD-WIDE
	 	30-Sep-03
	 	29-Sep-00
	 	24-Sep-09
	 	 	0.00	%	 	$	5,000[ ]	 	 	na
	 	ANNUAL MINIMUM CHARITABLE DONATION OF US$5000.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	GREENWOOD EMERGENCY
VEHICLES INC.

	 	Collector
	 	1:50 & 4” SCALE, MAXIM PUMPER
	 	No
	 	WORLD-WIDE
	 	01-Jan-06
	 	31-Dec-08
	 	29-Jun-09
	 	 	3.00	%	 	$	2,500	 	 	$	2,540	 	 	PAYMENT BASED ON GROSS SALES (EFFECTIVELY NET
SALES). ADVANCE ON EXECUTION OF $1.5K,
GUARANTEE $2.5K
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	GREYHOUND LINES, INC

	 	Collector
	 	DIE-CAST REPRODUCTIONS
	 	No
	 	NOT SPECIFIED
	 	01-Jul-05
	 	30-Jun-00
	 	28-Sep-06
	 	 	6.00	%	 	$	2,500[ ]	 	 	$	242	 	 	PAYMENT BASED ON NET SALES. ADMIN FEE ‘NOT
ADVANCE’ US$2500 (PAID ANNUALLY JULY THRU)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	HJ HEINZ COMPANY
LIMITED

	 	Collector
	 	HEINZ, 57 & GHERKIN TRADEMARKS
	 	No
	 	UK,GER,FRA, AND
PARTWORKS IN FRA,
PORT
	 	06-Feb-01
	 	Not Visible
	 	 	 	 	7.50	%	 	£	0	 	 	£	3,351	 	 	1) ROYALTY PAYABLE @ 7.5% WHOLESALE PRICE 2)
COPYRIGHT NOTICE — NOT KNOWN 3) SPECIFIC
COUNTRIES
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	INTERNATIONAL TRUCK
INTELLECTUAL
PROPERTY COMPANY

	 	Collector
	 	1;50 TRANSTAR II EAGLE CAB
(1970)
	 	No
	 	NOT SPECIFIED
	 	01-Jul-00
	 	30-Jun-11
	 	30-Jun-11
	 	 	3.00	%	 	$	0	 	 	$	39[]	 	 	ROYALTY PAYABLE @ 3% ‘NET SALES’ (DISCOUNT NOT
TO EXCEED 10%)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	J C BAMFORD
EXCAVATORS LIMITED

	 	Collector
	 	1:43 AND 1:50 DIE-CAST
REPLICAS UTILISING JCB MARKS
	 	No
	 	WORLD-WIDE
	 	01-Jan-07
	 	30-Apr-08
	 	29-Jun-06
	 	 	.00	%	 	£	10,000	 	 	£	5,57[ ]	 	 	PAYMENT BASED ON NET SALES VALUE. ADVANCE OF
£2,500 UPON EXECUTION, MG OF £10,000 (TARGETTED
@ £15,000)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	JAGUAR CARS LIMITED

	 	Dual Usage
	 	JAGUAR OFFICIAL LICENSE,
JAGUAR LEAPER DEVICE & DAIMLER
(NOT JAGUAR RACING) — 1:36,
1:43, 1:50 & 1:76
	 	No
	 	WORLD-WIDE
	 	01-Jan-05
	 	31-Dec-07
	 	29-Apr-06
	 	 	7.00	%	 	Sell-off
	 	$	380	 	 	PAYMENT BASED ON NET SALES. 7% STANDARD (9% FOB)
OR 5% (6.5% FOB) CO-LICENSED. GUARANTEE £15K,
DECEMBER 2005 £35K, 2006 £10K & 2007 £10K
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LAND ROVER

	 	Dual Usage
	 	DIE-CASE 1:36, 1:43 SHOWCASE
SCALE, LAND ROVER, DEFENDER
AND RANGE ROVER
	 	No
	 	WORLD-WIDE
	 	01-Jan-05
	 	31-Dec-07
	 	29-Apr-05
	 	 	7.00	%	 	sell-off
	 	£	676	 	 	PAYABLE @ 7% DOMESTIC/9% FOB OR 5% DOMESTIC/
6.5% FOB FOR CO-LICENSED PRODUCT — NET SALES
(AGGREGATE NOT TO EXCEED 10%)7 LICENSE GUARANTEE
PAYABLE IN CALENDAR INSTALLMENTS — £12K FOR
2005, £12K FOR 2006 AND £12K FOR 2007.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LICENSING
MANAGEMENT
INTERNATIONAL

	 	Collector
	 	1:76 Morris Miner Van/Car
(Trackside) Austin/Ments J2
Van & 1:43 Austin A40[T]
	 	No
	 	WORLD-WIDE
	 	01-Sep-06
	 	31-Dec-10
	 	30-Jun-11
	 	 	6.00	%	 	£	19,500	 	 	 	[ ]	 	 	‘AMENDMENT’ ROYALTY PAYABLE @ NET WHOLESALE
(RATE INCREASE EFFECTIVE 01/07/07). ADVANCE OF
£7.5K IMMEDIATE, £7.5K JULY 07 AND AMEND £1.5K
IMMEDIATE, £1.5K DEC 2008 AND £1.5K DEC 2009
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LICENSING
MANAGEMENT
INTERNATIONAL

	 	Collector
	 	1:24 F4 TAXI
	 	No
	 	WORLD-WIDE
	 	01-Nov-06
	 	31-Dec-10
	 	30-Jun-11
	 	 	7.50	%	 	£	10,000	 	 	 	[ ]	 	 	ROYALTY PAYABLE @ NET WHOLESALE. ADVANCE OF £5K
IMMEDIATE, £5K JAN 2008
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LICENSING
MANAGEMENT
INTERNATIONAL

	 	Dual Usage
	 	TX1 BODYSHAPE, LT1 OVAL &
INTERNATIONAL LOGO SCALE
MODESL 1:36 & 1:64
	 	No
	 	WORLD-WIDE
	 	01-Oct-05
	 	30-Sep-08
	 	29-Dec-01
	 	 	3.00	%	 	£750term
	 	 	£	39[ ]	 	 	ROYALTY PAYABLE @ NET SALES. ADVANCE OF £750
IMMEDIATE, £750 AUG 00 (COVERING 2006/7) AND
£750 AUG 07 (COVERING 2007/8)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LICENSING
MANAGEMENT
INTERNATIONAL

	 	Dual Usage
	 	1:43 DIECAST REPLICAS (TRIUMPH)
	 	No
	 	WORLD-WIDE
	 	01-Jan-06
	 	31-Dec-08
	 	29-Jun-05
	 	 	6.00	%	 	£3,000term
	 	 	£	651	 	 	‘WITH AMENDMENT’ ‘TRIUMPH’ ROYALTY PAYABLE @ NET
SALES. ADVANCE OF £3K IMMEDIATE PLUS £500 FOR
TR7/8 ADDITION, £3K JAN 07 (COVERING 2007) AND
£3K JAN 08 (COVERING 2008)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LICENSING
MANAGEMENT
INTERNATIONAL

	 	Dual Usage
	 	1:43, 1:76 & 1:18 MGB DIECAST
REPLICAS (BMH)
	 	No
	 	WORLD-WIDE
	 	01-Jan-05
	 	31-Dec-08
	 	29-Jun-05
	 	 	6.00	%	 	£13,000term
	 	 	£	2,55[ ]	 	 	‘WITH AMENDMENT’ ‘BRITISH MOTOR HERITAGE’
ROYALTY PAYABLE @ NET SALES. ADVANCE OF £12K
IMMEDIATE PLUS £500 FOR MGB ADDITION. £12.5K JAN
07 (COVERING 2007) AND £13K (COVERING 2008)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






 









 





     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	End Date	 	 	 	 	 	 	 	 	 	Accrued	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(Including	 	 	 	 	 	 	 	 	 	Versus	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Sell off	 	Royalty	 	Contract	 	 	Guarantee	 	 
	Royaltor	 	Type	 	License Permission/Restrictions	 	Exclusive	 	Territory Restrictions	 	Start Date	 	End Date	 	Period)	 	Rate	 	Guarantee	 	 	[31/03/08]	 	Contract Notes
	LOCKHEED MARTIN CORPORATION

	 	Dual Usage
	 	LOCKHEED MARTIN: 1:64, 1:72, 1:144 & 3” C130 HERCULES,
CONSTELLATION, F10, F35, P30,
VEGA & B24
	 	No
	 	AFRICA, OCEANIA, CANADA, CENTRAL/SOUTH
AMERICA, EU, JAPAN,
ME ASIA, RUSSIA NORTH
AMERICA USA
	 	01-Jan-02
	 	31-Dec-08
	 	30-Jun-10
	 	 	5.00	%	 	$	10.000p[ ]	 	 	 	-$172[ ]	 	 	‘1ST AMENDMENT’ ROYALTY PAYABLE @ ‘NET SALES. CONTRACT GUARANTEE $47.5K (PAYABLE ANNUALLY,
$10K 2006, $7.5K 2007, $10K 2008 AND $10K 2009).
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MAN TRUCK & BUS LTD
(FOC)

	 	Collector
	 	MAN F2000 TRACTOR UNIT.
DIE-CAST REPRODUCTIONS
	 	No
	 	NOT SPECIFIED
	 	05-Jun-98
	 	Not Visible
	 	 	 	 	0.00	%	 	£	0	 	 	£	0	 	 	1 NO ROYALTY PAYABLE 2) COPYRIGHT NOTICE — NOT
KNOWN 3: NO RESTRICTIONS SPECIFIED REGARDING
PRODUCT MARKET DISTRIBUTION (DIRECT MAIL)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MASS TRANSIT
ADMINISTRATION

	 	Collector
	 	BALTIMORE PCC STREETCAR AND GM
FISHBOWL
	 	No
	 	USA, GB
	 	04-Sep-01
	 	Not Visible
	 	 	 	 	2.00	%	 	$	0	 	 	$	2,363	 	 	1) ROYALTY PAYABLE @ 2% WHOLESALE 2) COPYRIGHT
NOTICE — NOT KNOWN 3) NO RESTRICTIONS SPECIFIED
REGARDING PRODUCT MARKET DISTRIBUTION (DIRECT
MAIL)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	METROPOLITAN POLICE
AUTHORITY

	 	Dual Usage
	 	METROPOLITAN POLICE DIECAST;
TOY 1:36 RANGE ROVER,
COLLECTION ASTRA, MINI SET 1D
VAN, AUSTIN PRINCESS
	 	No
	 	UK & IRELAND
	 	01-Oct-05
	 	30-Sep-05
	 	29-Dec-06
	 	 	5.00	%	 	£	0	 	 	£	6,315	 	 	PAYMENT BASED ON NET SALES, REDUCED 3.5% RATE ON
MINI SET.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	NATIONAL D-DAY
MUSEUM

	 	Collector
	 	D-DAY 1:144, 1:72, 1:43, 1:50,
1:32 DIECAST MODELS, DIORAMAS
& FIGURES
	 	No
	 	WORLD-WIDE
	 	10-Jun-05
	 	09-Jun-05
	 	05-Dec-0[]
	 	 	3.00	%	 	$	500[ ]	 	 	$	7	 	 	PAYMENT BASED ON NET RECEIPTS. ADVANCE ON
SIGNATURE $1,000. GUARANTEE OF $500 PA
($1,500).
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	NEW YORK BUS SERVICE

	 	Collector
	 	GM FISHBOWN NYBS LIVERY
	 	No
	 	WORLD-WIDE
	 	 	 	Not Visible
	 	 	 	 	2.00	%	 	$	250	 	 	$	1,857	 	 	ROYALTY PAYABLE ON NET WHOLESALE PRICE
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[ ] TRADING LIMITED

	 	Collector
	 	FLYING SCOTSMAN, LIVER, BRASS
BR & STATIC VARIANTS
	 	No
	 	UNITED KINGDOM
(OTHERS TBC)
	 	01-Jan-06
	 	30-Jun-09
	 	 	 	 	4.00	%	 	£2,000term
	 	 	£	1	 	 	PAYMENT BASED ON NET UK DOMESTIC SALES. ADVANCE
£2K PAYABLE ON EXECUTION, GUARANTEE (YEAR ONE)
OF £3K AND (YEAR TWO) £2K
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ORANGINA LICENSING

	 	Collector
	 	ORANGINA & RICOLES MODELS
71104, 72007 & 73004,
GUARANTEE PAYMENT OF FFR
15,000
	 	No
	 	NOT SPECIFIED
	 	01-Jan-05
	 	Not Visible
	 	 	 	 	5.00	%	 	£	1,500	 	 	£	5,117	 	 	1) ROYALTY PAYABLE @ 5% 2) COPYRIGHT NOTICE —
NOT KNOWN 3) NO RESTRICTIONS SPECIFIED REGARDING
PRODUCT MARKET DISTRIBUTION (DIRECT MAIL)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	PACCAR INC

	 	Collector
	 	1:50 SCALE MODEL TRUST REPLICA
KENWORTH, KW & DESIGN,
PETERBILT AND OTHER SECONDARY
TRADEMARKS
	 	No
	 	WORLD-WIDE
	 	01-Jan-05
	 	31-Dec-07
	 	26-Jun-08
	 	 	5.00	%	 	sell-off
	 	$	0	 	 	PAYMENT BASED ON AVERAGE SELLING PRICE, 4%
PAYABLE ON CO-LICENSED PRODUCT
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	PACCAR UK UNITED

	 	Collector
	 	FODEN ALPHA 1:50 VARIANTS
(TRACTOR, A WHEEL TIPPER & 6
WHEEL LORRY)
	 	No
	 	NOT SPECIFIED
	 	01-Sep-05
	 	31-Aug-08
	 	31-Aug-08
	 	 	2.00	%	 	£	0	 	 	£	9,823	 	 	PAYMENT BASED ON SELLING PRICE
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	POST OFFICE

	 	Dual Usage
	 	WORD MARKS ROYAL MAIL, THE
POST OFFICE & DATAPOST, ROYAL
MAIL CRUCIFORM DEVICE & 2
DIMENSIONAL PILLAR BOX DEVICE
DIE-CAST REPRODUCTIONS
	 	No
	 	WORLD-WIDE
	 	01-Jan-97
	 	Not Visible
	 	 	 	 	6.00	%	 	£	4,000[ ]	 	 	£	2,157	 	 	1) ROYALTY PAYABLE @ 6% NET SALES 2) COPYRIGHT
NOTICE — NOT KNOWN 3) NO RESTRICTIONS SPECIFIED
REGARDING PRODUCT MARKET DISTRIBUTION (DIRECT
MAIL)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	PREMIER FOODS

	 	Collector
	 	CROSSE & BLACKWELL (DG)
LODEKKA RELEASE
	 	No
	 	NOT SPECIFIED
	 	 	 	Not Visible
	 	 	 	 	5.00	%	 	£	0	 	 	£	28[ ]	 	 	ROYALTY PAYABLE ON NET SALES
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	RED ARROWS TRUSTEES
LIMITED

	 	Collector
	 	RED ARROWS TOY & MODEL AIRCRAFT
	 	No
	 	UNITED KINGDOM
	 	01-Jan-04
	 	31-Dec-0_
	 	29-Jun-05
	 	 	5.00	%	 	£	0	 	 	£	15,194	 	 	ROYALTY PAYABLE ON NET SALE PRICE OR RETAIL LESS
35% FOR DIRECT SALES.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	RICHARD D WALKER
DBA FORWARD MARCH

	 	Collector
	 	FORWARD MARCH — MINIATURE
METAL FIGURINES 1:72, 1:50 &
1:32
	 	Yes
	 	WORLD-WIDE
	 	15-Aug-05
	 	31-Dec-10
	 	29-Jun-11
	 	 	2.00	%	 	$	0	 	 	$	12,88[ ]	 	 	PAYMENT BASED ON NET RECEIPTS, RATE ADJUSTED TO
1% POST $500K TURNOVER OR 1/1/2009 WHICHEVER
SOONER
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ROYAL NOOTEBOOM
TRAILERS BV

	 	Collector
	 	1:50 SEMI LOW LOADER TRAILER
REPRODUCTIONS
	 	No
	 	NOT SPECIFIED
	 	24-Feb-05
	 	01-Jan-11
	 	27-Dec-11
	 	 	0.00	%	 	£	0	 	 	£	0	 	 	“FOC LICENSE”
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Seagrave Fire
Apparatus LLC

	 	Collector
	 	Die-cast Seagrave J & K Engines
	 	No
	 	World-wide
	 	20-Jun-01
	 	Not Visible
	 	 	 	 	5.00	%	 	$	0	 	 	$	12,498	 	 	ROYALTY PAYABLE @ 5% NET SALES. INITIAL LICENSE
FEE OF US $2500 DUE ON EXECUTION (NOT
ADVANCE/GUARANTEE)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Seagrave Fire
Apparatus LLC

	 	Collector
	 	1:50 Seagrave 70th Anniversary
Tractor Drawn Aerial
	 	No
	 	World-wide
	 	20-Jun-03
	 	Not Visible
	 	 	 	 	5.00	%	 	$	0	 	 	$	21,778	 	 	ROYALTY PAYABLE @ 5% NET SALES. INITIAL LICENSE
FEE OF US $2500 DUE ON EXECUTION (NOT
ADVANCE/GUARANTEE)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Seagrave Fire
Apparatus LLC

	 	Collector
	 	1:50 Seagrave 1936 Pumper
“Sweatheart”
	 	No
	 	World-wide
	 	04-Jan-06
	 	Not Visible
	 	 	 	 	5.00	%	 	$	0	 	 	$	3,125	 	 	ROYALTY PAYABLE @ 5% NET SALES. INITIAL LICENSE
FEE OF US $2500 DUE ON EXECUTION (NOT
ADVANCE/GUARANTEE)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SECRETARY OF STATE
FOR DEFENCE (BBMP,
DAPR A/E/0190)

	 	Collector
	 	CROWN COPYRIGHT, BATTLE OF
BRITAIN MEMORIAL FLIGHT 50th
ANNIVERSARY
	 	No
	 	WORLD-WIDE
	 	25-Feb-07
	 	31-Jan-10
	 	01-Apr-10
	 	 	9.00	%	 	£	5,000	 	 	£	11,184	 	 	ROYALTY PAYABLE @ NET SALES. ADVANCE £250 (£100
ONLY OFFSETTABLE) AND MG UPON 1ST ANNIVERSARY
(JAN 2008) OF £5,000
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SECRETARY OF STATE
FOR DEFENCE (Red
Arrows DAPR
A/E/0122)

	 	Collector
	 	CROWN COPYRIGHT, RED ARROWS &
RAF SCAMPTON
	 	No
	 	NOT IDENTIFIED
	 	10-Feb-08
	 	17-Feb-11
	 	10-Aug-11
	 	 	9.00	%	 	£	0	 	 	not released
	 	ROYALTY PAYABLE @ NET SALES. ADVANCE £250 (£100
ONLY OFFSETTABLE)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






 









 





     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	End Date	 	 	 	 	 	 	 	 	 	Accrued	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(Including	 	 	 	 	 	 	 	 	 	Versus	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Sell off	 	Royalty	 	Contract	 	Guarantee	 	 
	Royaltor	 	Type	 	License Permission/Restrictions	 	Exclusive	 	Territory Restrictions	 	Start Date	 	End Date	 	Period)	 	Rate	 	Guarantee	 	[31/03/08]	 	Contract Notes
	SIKORSKY AIRCRAFT
CORPORATION

	 	Dual Usage
	 	1:64/1:72/1:43 & 4” DIECAST
SALE REPRODUCTIONS (BLACKHAWK, SEA KING, SUPERHAWK, S92,
SUPER STALLION &
WESTLAND/WESSEX (AWAIT REVISED
SCHEDULE A —RW)?
	 	No
	 	WORLD-WIDE
	 	25-Jun-04
	 	24-Jun-10
	 	21-Dec-10
	 	 	7.50	%	 	$	10,000[ ]	 	 	$	313	 	 	‘SUPPLEMENT’ ROYALTY PAYABLE ANNUALLY (SUPPORT
END JUNE) @ NET RECEIPTS OR US $10K, WHICHEVER THE GREATER, REDUCED ROYALTY RATE OF 5% PAYABLE
WHERE ITEM RSP IS LESS THAN £10/515/ (SEE
SHOWCASE)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SOCIETE DES
PRODUITS NESTLE SA

	 	Collector
	 	NESTLE TRADE MARKS
	 	No
	 	ITALY, FRANCE, SPAIN,
PORTUGAL
	 	12-Jul-01
	 	Not Visible
	 	 	 	 	5.00	%	 	£	0	 	 	£	7,934	 	 	USED FOR THE PRODUCTION OF COLLECTABLE DIECAST
MOROT VEHICLES ONLY UP TO 20,000 UNITS. TRADE
MARKS ARE AS FOLLOWS, ‘MOTTA’ ‘BUITONI’ ‘BACI’
‘PERUGINA’ 1) ROYALTY @ 5% NET SALES 2)
COPYRIGHT NOTICE — NOT KNOWN 3) SPECIFIC
COUNTRIES
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TRAILWAYS
TRANSPORTATION
SYSTEM

	 	Collector
	 	TTS 1:50 SCALE GM OLD LOOK
	 	No
	 	WORLD-WIDE
	 	07-Jun-05
	 	06-Jun-08
	 	06-Jun-08
	 	 	2.00	%	 	$	250	 	 	$	791	 	 	PAYMENT BASED ON NET WHOLESALE PRICE. ADVANCE
OF SIGNATURE $250.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TRANSPORT TRADING
LTD

	 	Dual Usage
	 	LONDON TRANSPORT LOGOS,
LIVERIES & NEW JOHNSTON
TYPEFACE SCALE MODELS 1:43,
1:50, 1:76 & TIN PLATE 1:24,
1:36
	 	No
	 	WORLD-WIDE
	 	20-Aug-07
	 	19-Aug-10
	 	19-Aug-10
	 	 	4.00	%	 	£	3.000[ ]	 	 	£	3,195	 	 	ROYALTY PAYABLE ON NET SALES. ANNUAL GUARANTEE
OF £3K PA
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	UNION PACIFIC
RAILROAD COMPANY

	 	Collector
	 	DIECAST COLLECTIBLES — UNION
PACIFIC RAILROAD PROPERTIES
	 	No
	 	UNITED STATES,
TERRITORIES &
POSSESSIONS
	 	15-Dec-05
	 	31-Dec-08
	 	29-Jun-09
	 	 	0.00	%	 	$	1,000	 	 	$	1,950	 	 	PAYMENT BASED ON WHOLESALE SALES. ADVANCE ON
EXECUTION N/L, GUARANTEE $1K
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	VOLKSWAGEN AG

	 	Dual Usage
	 	1:43 DIECAST CAMPER & BEETLE
	 	No
	 	NOT SPECIFIED
	 	08-Jan-01
	 	Not Visible
	 	 	 	 	5.00	%	 	€	1,000[ ]	 	 	€	185	 	 	ROYALTY PAYABLE @5% NET SALES. MINIMUM
GUARANTEE PA OF EURO 1000. CONTINUATION OF
‘L-0598’ LICENSE.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	VULCAN TO THE SKY
ENTERPRISES LTD

	 	Collector
	 	VULCAN TO THE SKY (XH558);
SHOWCASE, 1:72 & 1:144 DIECAST
REPLICAS
	 	Yes*
	 	WORLD-WIDE
	 	01-Dec-07
	 	31-Dec-10
	 	31-Mar-11
	 	 	5.00	%	 	£	0	 	 	not released
	 	 	ROYALTY PAYABLE ON NET SALES






EXPIRY ON OR BEFORE 31/12/2008




License expires post (last issue) 31/12/07 submission




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	End Date	 	 	 	 	 	 	 	 	 	Accrued	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(Including	 	 	 	 	 	 	 	 	 	Versus	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Sell off	 	Royalty	 	Contract	 	Guarantee	 	 	 
	Royaltor	 	Type	 	License Permission/Restrictions	 	Exclusive	 	Territory Restrictions	 	Start Date	 	End Date	 	Period)	 	Rate	 	Guarantee	 	[31/03/08]	 	 	Contract Notes
	AMERICAN LAFRANCE
CORPORATION

	 	Collector
	 	AMERICAN LAFRANCE, AMERICAN LA
FRANCE EAGLE, METROPOLITAN
	 	No
	 	WORLD-WIDE
	 	01-Jul-05
	 	31-Dec-07
	 	31-Dec-07
	 	 	5.00	%	 	$	0	 	 	$	38,581	 	 	‘UPON EXPIRY’
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BELL HELICOPTER
TEXTRON INC

	 	Dual Usage
	 	1:48 DIECAST ‘BELL, ‘HUEY’,
‘UHI’, ‘AHI’ REPLICAS
	 	No
	 	WORLD-WIDE
	 	20-Dec-06
	 	31-Dec-06
	 	31-Dec-07
	 	 	5.00 	%	 	£	0	 	 	£	64,507	 	 	‘UPON EXPIRY’
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CITY OF LOS ANGELES
POLIC DEPARTMENT

	 	Collector
	 	LA POLICE DEPT. SHOWCASE
COPTER (C590248)
	 	Yes
	 	WORLD-WIDE
	 	02-Dec-04
	 	01-Dec-07
	 	01-Dec-07
	 	 	6.00	%	 	$	1,500	 	 	not released
	 	 	‘UPON EXPIRY’
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	DAIMLER CHRYSLER AG

	 	Collector
	 	1:50 SCALE DIECAST MERCEDES
ACTROS REPLICA
	 	No
	 	WORLD-WIDE
	 	01-Sep-04
	 	31-Dec-07
	 	31-Dec-07
	 	 	7.00	%	 	£	0	 	 	£	29,735	 	 	‘UPON EXPIRY’
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	DAIMLER CHRYSLER AG

	 	Collector
	 	1:76 SCALE DIECAST MERCEDES
ACTROS AND 1:50 SCALE SPRINTER
VAN
	 	No
	 	WORLD-WIDE
	 	30-Nov-06
	 	31-Dec-07
	 	31-Dec-07
	 	 	7.00 	%	 	£	0	 	 	£	537	 	 	‘UPON EXPIRY’
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LOST ANGELES FIRE
DEPARTMENT

	 	Collector
	 	LA FIRE DEPT. DIE-CAST
REPRODUCTIONS
	 	Yes
	 	WORLD-WIDE
	 	02-Dec-04
	 	01-Dec-07
	 	01-Dec-07
	 	 	6.00	%	 	$	1,500	 	 	$	1,825	 	 	‘UPON EXPIRY’
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MAN NUTZFAHRZEUGE

	 	Collector
	 	MAN TGA & ERF ECT 1:50
REPRODUCTIONS
	 	No
	 	GERMANY & ABROAD
	 	01-Apr-03
	 	31-Dec-06
	 	20-Dec-07
	 	 	0.00	%	 	€	2,000	 	 	na
	 	‘UPON EXPIRY’
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	NORTHROP GRUMMAN
SYSTEMS CORPORATION

	 	Dual Usage
	 	DIECAST F14 TOMCAT, F4U
CORSAIR, P 47 THUNDERBOLT,
LUNAR MODULE & A10A
THUNDERBOLT
	 	No
	 	WORLD-WIDE
	 	07-Oct-02
	 	06-Oct-07
	 	06-Oct-07
	 	 	4.00	%	 	$	0	 	 	$	74,926	 	 	‘UPON EXPIRY’






 









 








Car leases

Car lease between Corgi Classics Ltd and Custom Fleet Limited (in respect of Terence Fox’s company car)

Car lease between Corgi Classics Ltd and Ogilvie dated 28 March 2008 (in respect of Carl Dudley’s company car)

Car lease between Corgi Classics Ltd and Arval dated 5 January 2007 (in respect of James Burgess’s company car




 









 





     


Product
Complete


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Quota allocation:
	 	UK	 	UK FOB	 	USA	 	USA FOB	 	Total
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Total Amount	 	 	 	 	Total Deposit	 	 	Outstanding	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Item #	 	Description	 	Vendor	 	 	Qty	 	Unit Price HKS	 	 	(HK$)	 	 	PO#	 	Paid HK$	 	 	Amount (HK$)	 	 	Remarks	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	AA35815
	 	F-86F Sabre-USAFE 48th FW Skyblazers, Chaumont

	 	Justnido
	 	 	1000	 	 	$	70,640	 	 	 	70,640	 	 	P/07218/08
	 	 	 	 	 	 	70,640	 	 	Ready for inspection
	 	 	470	 	 	 	30	 	 	 	500	 	 	 	0	 	 	 	1000	 
	BL89041
	 	Ro-built Palroil BR Green 45534- E. Toolal Broadus

	 	Sanda Kan
	 	 	180	 	 	$	1,180,000	 	 	 	212,400	 	 	P/06818/07
	 	 	 	 	 	 	212,400	 	 	+ 1 set space parts ($1400.00)
	 	 	175	 	 	 	5	 	 	 	0	 	 	 	0	 	 	 	180	 
	CC11914
	 	ERC EC Nooleboom Step Frame Trailer & Backhoe lot

	 	EML
	 	 	1500	 	 	$	148,650	 	 	 	222,825	 	 	P/06862/07
	 	 	 	 	 	 	222,025	 	 	Ready for inspection
	 	 	1400	 	 	 	20	 	 	 	0	 	 	 	0	 	 	 	1500	 
	CC13242
	 	DAF XF Super Space Cab Nooleboom Step Frame Tra

	 	EML
	 	 	1500	 	 	$	100,370	 	 	 	240,555	 	 	P/07068/07
	 	 	 	 	 	 	240,555	 	 	Ready for inspection
	 	 	1494	 	 	 	6	 	 	 	0	 	 	 	0	 	 	 	1500	 
	CC13425
	 	MAN TGA Nooleboom Low Loader [ ] JS220 Excavator

	 	EML
	 	 	12	 	 	$	154,110	 	 	 	1,849	 	 	P/07012/07
	 	 	 	 	 	 	1,849	 	 	Await ship
	 	 	12	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	12	 
	CC13420
	 	MAN TGA Nooleboom — Gaull Haulaga

	 	EML
	 	 	0	 	 	$	161,950	 	 	 	972	 	 	P/07111/08
	 	 	 	 	 	 	972	 	 	Await ship
	 	 	6	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	6	 
	CC13017
	 	Mercedes-Benz Actros Curtainside — N Irving Transport

	 	EML
	 	 	4	 	 	$	164,550	 	 	 	650	 	 	P/07112/08
	 	 	 	 	 	 	650	 	 	Await ship
	 	 	4	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	4	 
	CC13911
	 	Foden Alpha Flatbed Trailer & Peat Load RJ & I Man

	 	EML
	 	 	1000	 	 	$	141,070	 	 	 	141,070	 	 	P/07149/08
	 	 	 	 	 	 	141,870	 	 	Ready for inspection
	 	 	984	 	 	 	16	 	 	 	0	 	 	 	0	 	 	 	1000	 
	DG0620G
	 	Ford Model T Van — Heaths Garage Midland Contracting

	 	Zindarf
	 	 	1500	 	 	$	13,330	 	 	 	19,995	 	 	P/07100/08
	 	 	 	 	 	 	19,1995	 	 	Await ship
	 	 	1500	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	1500	 
	DG027008
	 	Breakdown Truck — Burtonwood Motor & Aircraft Engine

	 	Zindarf
	 	 	1500	 	 	$	15,700	 	 	 	23,550	 	 	P/07157/08
	 	 	 	 	 	 	23,550	 	 	Await ship
	 	 	1500	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	1500	 
	DG127013
	 	Morris Minor Van — Bluemels Express Service

	 	Zindarf
	 	 	1500	 	 	$	16,720	 	 	 	25,080	 	 	P/07158/08
	 	 	 	 	 	 	25,000	 	 	Await ship
	 	 	1500	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	1500	 
	DG199013
	 	Scammell Mechanical Herzo — Bouts Tillotson

	 	Zindarf
	 	 	2458	 	 	$	12,110	 	 	 	32,224	 	 	P/07154/08
	 	 	 	 	 	 	32,224	 	 	Await ship
	 	 	2450	 	 	 	42	 	 	 	0	 	 	 	0	 	 	 	2500	 
	DG202009
	 	Austin J2 Van — Ross Frozen Foods

	 	Zindarf
	 	 	2923	 	 	$	8,370	 	 	 	24,466	 	 	 	 	 	 	 	 	 	24,468	 	 	Price not approved & pending improved financial
position
	 	 	2923	 	 	 	77	 	 	 	0	 	 	 	0	 	 	 	3000	 
	DG203005
	 	Bedford CA Van — Ovaltine

	 	Zindarf
	 	 	2892	 	 	$	8,450	 	 	 	24,437	 	 	P/07155/08
	 	 	 	 	 	 	24,437	 	 	Await ship
	 	 	2092	 	 	 	108	 	 	 	0	 	 	 	0	 	 	 	3000	 
	DG211005
	 	Morris 1000 — Brown Mulls Department Store

	 	Zindarf
	 	 	2862	 	 	$	8,400	 	 	 	24,041	 	 	P/07159/08
	 	 	 	 	 	 	24,041	 	 	Await ship
	 	 	2862	 	 	 	138	 	 	 	0	 	 	 	0	 	 	 	3000	 
	DG213002
	 	Hanington Horsebox — Great Western Railways

	 	Zindarf
	 	 	2850	 	 	$	15,500	 	 	 	44,268	 	 	P/07156/08
	 	 	 	 	 	 	44,268	 	 	Await ship
	 	 	2856	 	 	 	144	 	 	 	0	 	 	 	0	 	 	 	3000	 
	LP06497
	 	Dick Kerr Closed Top Tram — Crich Tramway Museum

	 	Zindarf
	 	 	3003	 	 	$	16,520	 	 	 	49,010	 	 	P/07174/08
	 	 	49,610	 	 	 	0	 	 	Air today
	 	 	3	 	 	 	3000	 	 	 	0	 	 	 	0	 	 	 	3003	 
	LP06498
	 	Mini Van — Enfield Pagent

	 	Zindarf
	 	 	2004	 	 	$	12,970	 	 	 	25,992	 	 	P/07209/08
	 	 	11,043	 	 	 	14,349	 	 	Air today
	 	 	4	 	 	 	2000	 	 	 	0	 	 	 	0	 	 	 	2004	 
	LP06499
	 	30cm Truck -Kelloggs

	 	Zindarf
	 	 	1003	 	 	$	23,700	 	 	 	23,771	 	 	P/07211/08
	 	 	10,502	 	 	 	13,189	 	 	To be inspect by 2nd May
	 	 	3	 	 	 	1000	 	 	 	0	 	 	 	0	 	 	 	1003	 
	LP06500
	 	Z-Van — Chillorn Hills

	 	Zindarf
	 	 	1004	 	 	$	15,970	 	 	 	16,034	 	 	P/07212/08
	 	 	6,983	 	 	 	9,051	 	 	Air today
	 	 	4	 	 	 	1000	 	 	 	0	 	 	 	0	 	 	 	1004	 
	LP06503
	 	Open Back Track — Mead Open Farm

	 	Zindarf
	 	 	2003	 	 	$	11,990	 	 	 	24,016	 	 	P/07213/08
	 	 	10,550	 	 	 	13,460	 	 	To be inspect 2nd May
	 	 	3	 	 	 	2000	 	 	 	0	 	 	 	0	 	 	 	2003	 
	LP06504
	 	Horse Drawn Tram — Crich Tramway Museum

	 	Zindarf
	 	 	2003	 	 	$	14,260	 	 	 	28,563	 	 	P/07214/08
	 	 	12,830	 	 	 	15,724	 	 	To be inspect 2nd May
	 	 	3	 	 	 	2000	 	 	 	0	 	 	 	0	 	 	 	2003	 
	OM44710
	 	Darf SLF/Pointer 1 Trent Barton the Villager

	 	Zindarf
	 	 	1490	 	 	$	40,160	 	 	 	68,770	 	 	P/07202/08
	 	 	 	 	 	 	68,770	 	 	Await ship
	 	 	1402	 	 	 	8	 	 	 	0	 	 	 	0	 	 	 	1500	 
	OM46008
	 	Wright Solar — Reading Transport

	 	Renown
	 	 	1700	 	 	$	42,180	 	 	 	71,700	 	 	P/07215/08
	 	 	 	 	 	 	71,706	 	 	Await ship
	 	 	1600	 	 	 	20	 	 	 	0	 	 	 	0	 	 	 	1700	 
	OM4G201
	 	Seanla Irlzar PB — National Express

	 	Renown
	 	 	2922	 	 	$	47,270	 	 	 	138,123	 	 	P/07113/08
	 	 	 	 	 	 	130,123	 	 	Await ship
	 	 	2660	 	 	 	62	 	 	 	0	 	 	 	0	 	 	 	2922	 
	OM4G202
	 	Seanla Irlzar PB — National Express (Irish Bus)

	 	Renown
	 	 	2122	 	 	$	46,660	 	 	 	99,013	 	 	P/07114/08
	 	 	 	 	 	 	99,013	 	 	Await ship
	 	 	2090	 	 	 	32	 	 	 	0	 	 	 	0	 	 	 	2122	 
	RG1002
	 	Two Piece Set, Ringtons Tea

	 	Zindarf
	 	 	22004	 	 	$	19,860	 	 	 	430,099	 	 	P/07217/08
	 	 	196,386	 	 	 	240,614	 	 	To be inspect by 00 May
	 	 	4	 	 	 	22000	 	 	 	0	 	 	 	0	 	 	 	22004	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	WIP 11K
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CC14007
	 	Volvo FH Nooteboom Stop Frame Trailer & Volvo G741

	 	EML
	 	 	1500	 	 	$	165,000	 	 	 	247,500	 	 	P/00799/07
	 	 	 	 	 	 	247,500	 	 	 	 	 	1490	 	 	 	10	 	 	 	0	 	 	 	0	 	 	 	1500	 
	CC13427
	 	Man TGA Nooteboom Low Loader, Volvo L70E & Volvo

	 	EML
Zindarf
	 	 	1500	 	 	$	100,520
26.660	 	 	 	270,780
39,990	 	 	P/07110/00
P/07117/08
	 	 	 	 	 	 	270,780
39,990	 	 	 	 	 	1493	 	 	 	7	 	 	 	0	 	 	 	0	 	 	 	1500	 
	CC13912
	 	Foden Alpha Nooteboom Step Frame Trailer, Atkinson

	 	EML
Zindarf
	 	 	1500	 	 	$	203,030
39,470	 	 	 	304,545
59,205	 	 	 	 	 	 	 	 	 	304,545
59,205	 	 	Quotes will be revised when resume production
	 	 	1482	 	 	 	18	 	 	 	0	 	 	 	0	 	 	 	1500	 
	CC13016
	 	Mercades-Benz Actros Nooteboom Low Loader & Volvo

	 	EML
	 	 	1500	 	 	$	163,250	 	 	 	244,075	 	 	P/06984/07
	 	 	 	 	 	 	244,875	 	 	 	 	 	1488	 	 	 	12	 	 	 	0	 	 	 	0	 	 	 	1500	 
	AA34708
	 	English Electric Canberra B(1)8-No. 16 Squadron RAF

	 	Justwide
	 	 	1300	 	 	$	116,000	 	 	 	151,580	 	 	 	 	 	 	 	 	 	151,580	 	 	Price not yet approved
	 	 	1160	 	 	 	40	 	 	 	300	 	 	 	0	 	 	 	1500	 






Outstanding PO 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Total Amount	 	 	 	 	 	Outstanding	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Item #	 	 	 	Vendor	 	Qty	 	Unit Price HKS	 	(HK$)	 	PO#	 	 	 	Amount (HK$)	 	Remarks	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	AA37802
	 	Albatross D.V. Ltd. Freidrich Ritter Von Roth, Jasta 238

	 	Justwide
	 	 	3940	 	 	$	87,830	 	 	 	348,050	 	 	P/07215/00
	 	 	 	 	 	 	346,050	 	 	 	 	 	2092	 	 	 	58	 	 	 	1500	 	 	 	240	 	 	 	3940	 
	BL99040
	 	A1 Pacific LNER — Apple Green — 4475

	 	Sanda Kan
	 	 	180	 	 	$	1,494,000	 	 	 	268,020	 	 	P/07008/07
	 	 	 	 	 	 	268,920	 	 	+ 1 set spare parts ($1489,00)
	 	 	173	 	 	 	7	 	 	 	0	 	 	 	0	 	 	 	100	 
	BL99042
	 	Southern Maunsell N Class 2-6-0 SECR Austerity Grey

	 	Sanda Kan
	 	 	180	 	 	$	1,134,000	 	 	 	204,120	 	 	P/07009/07
	 	 	 	 	 	 	204,120	 	 	+ 1 set spare parts ($1489,00)
	 	 	180	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	100	 
	CC14007
	 	Volvo FH Nooteboom Step Frame Trailer & Volvo G741

	 	EML
	 	 	1500	 	 	$	165,000	 	 	 	247,500	 	 	P/00799/07
	 	 	 	 	 	 	247,500	 	 	 	 	 	1400	 	 	 	10	 	 	 	0	 	 	 	0	 	 	 	1500	 
	CC14305
	 	Ford Transit — Marshalls

	 	EML
	 	 	1500	 	 	$	31,150	 	 	 	46,725	 	 	P/07198/09
	 	 	 	 	 	 	46,725	 	 	 	 	 	1494	 	 	 	6	 	 	 	0	 	 	 	0	 	 	 	1500	 
	CC18005
	 	Volvo FH Curtainside - Knowles Transport

	 	Zindarf
	 	 	2000	 	 	$	42,980	 	 	 	85,980	 	 	P/07192/08
	 	 	 	 	 	 	85,980	 	 	8/4/08 advised by Naomi that item drop
	 	 	1980	 	 	 	12	 	 	 	0	 	 	 	 	 	 	 	2000	 
	CC20503
	 	Burrell 5 NHP Showmans Loco-no. 3906 Earl Beatty

	 	EML
	 	 	1000	 	 	$	111,700	 	 	 	111,780	 	 	P/07153/08
	 	 	 	 	 	 	111,780	 	 	 	 	 	982	 	 	 	18	 	 	 	0	 	 	 	0	 	 	 	1000	 
	CC25900
	 	ABC Routemaster — London Transport (S/S)

	 	Zindarf
	 	 	1000	 	 	$	71,120	 	 	 	71,120	 	 	P/00740/07
	 	 	04,008	 	 	 	7,112	 	 	30% deposit
	 	 	1000	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	1000	 
	CC26102
	 	RTL Double Deck Bus — London Transport

	 	Zindarf
	 	 	1500	 	 	$	67,170	 	 	 	100,755	 	 	P/07193/08
	 	 	 	 	 	 	100,755	 	 	 	 	 	1500	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	1500	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Totals HKD

	 	 	 	 	 	 	 	 	 	 	 	 	4,893,840	 	 	 	 	 	362,000	 	 	 	4,531,214	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






 









 







Part 2 — Excluded Business Contracts





	1.	 	Distribution Agreement between Corgi Classics Ltd and Pekarama AG dated 26 January 1996
	 
	2.	 	Distribution Agreement between Corgi Classics Ltd and Kokusai Boeki Kaisha Ltd dated 26
January 1996
	 
	3.	 	Distribution Agreement between Corgi Classics Ltd and A Scott & Co PTY Ltd dated 26 January
1996
	 
	4.	 	Letter to Marie Cizkova, Zimex dated 29 April 1996
	 
	5.	 	Letter to Mrs Peckova and Pecka Modelar dated 14 February 1996
	 
	6.	 	 Letter to Carlos Galvirla and Tienda de Modelos dated 16 May 1996
	 
	7.	 	Settlement Agreement between Corgi Classics Limited and Homble Diffusion S.A. dated 2 January
2001
	 
	8.	 	Distribution Agreement between Corgi Classics Ltd and Corgi Collector New Zealand dated 26
January 1996
	 
	9.	 	Letter to Mr Jean-Claude Guggisberg dated 13 October 2003
	 
	10.	 	Letter to Mr Michael Wall dated 4 April 1997
	 
	11.	 	Letter to Mr Bernt Magnusson dated 25 April 2003
	 
	12.	 	Letter to Fabrizio Petrucci dated 5 September 2002
	 
	13.	 	Distribution Agreement between Corgi Classics Ltd and Homble Diffusion dated 26 January 1996
	 
	14.	 	Distribution Agreement between Corgi Classics Ltd and Cofradis dated 26 January 1996
	 
	15.	 	Distribution Agreement between Corgi Classics Ltd and A.K.P. GmbH dated 26 January 1996





 









 







Business Contracts — Part 3





	1	 	Agreement between Corgi Classics Limited and Questar Communications Limited regarding the
running of the Lledo/Vanguard Collector Club
	 
	2	 	Letter Agreement between Susan Pownall and Corgi Classics Limited regarding the Corgi
Collector Club
	 
	3	 	Consultancy Agreement with Lesley Bassett
	 
	4	 	Consultancy Agreement with Lawrence Tilley
	 
	5	 	Informal sales agency agreements with each of Lesley Bassett, Colin Fisher and Julie Dorman






 











 





Schedule 5 : Excluded Tooling




Schedule 5

Excluded Tooling




36









 





Schedule 6 : Liabilities to Suppliers




Schedule 6

Liabilities to Suppliers




Part 1

Total Liabilities to Suppliers




     [List of all amounts outstanding]



Part 2

Liabilities to Supplier to be Paid at Completion




     [List of Suppliers and amounts to be settled at Completion to be included here]



Part 3

Agreed Form Confirmations to be Obtained




     [List of Agreed Form supplier confirmations to be included here]




37









 





Schedule 6 — Part 1




(HK Total Payments)




Corgi International Limited (Sourcing Office)




Vendor status report




FY 2009




17-Apr-08




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Total	 	 	 	 
	 	 	outstanding	 	Day 1	 	Day 1
	Vendor	 	HK$	 	HK$	 	US$
	Zindart
	 	 	10,592,208.74	 	 	 	10,592,208.74	 	 	 	750,000.00	 
	EML
	 	 	7,583,640.60	 	 	 	7,583,640.60	 	 	 	 	 
	Sunny
	 	 	2,719,450.00	 	 	 	2,719,450.00	 	 	 	 	 
	Justwide
	 	 	2,210,912.52	 	 	 	2,210,912.52	 	 	 	 	 
	Ever Glorious
	 	 	1,862,408.50	 	 	 	1,862,408.50	 	 	 	 	 
	Master Mould
	 	 	1,276,619.50	 	 	 	1,276,619.50	 	 	 	 	 
	Renown
	 	 	1,192,540.58	 	 	 	1,192,540.58	 	 	 	 	 
	Hobby Master
	 	 	285,057.20	 	 	 	 	 	 	 	 	 
	M-Tech
	 	 	153,491.00	 	 	 	 	 	 	 	 	 
	Sanda Kan
	 	 	64,824.00	 	 	 	64,824.00	 	 	 	 	 
	Hobby Master
	 	 	285,057.20	 	 	 	 	 	 	 	 	 
	M-Tech
	 	 	153,491.00	 	 	 	 	 	 	 	 	 
	Total
	 	 	28,379,700.84	 	 	 	27,502,604.44	 	 	 	750,000.00	 







 









 








Schedule 6 — Part 1




(UK Total Payments)




			
	 	 	 
	Payments Schedule (Ex Corgi International & Hong Kong)
	 	29-Apr-08






	 	 	 	 	 	 	 
	Supplier	 	Purpose	 	Balance (£)	 
	WAREHOUSE & LOGISTICS	 	 	 	 
	E001-C S Ellis (Group) Ltd
	 	Warehouse	 	 	115,652	 
	P070-Parcel Force Worldwide
	 	Courier	 	 	1,572	 
	R025-ROYAL MAIL
	 	Postage	 	 	7,539	 
	S133-Secure Mail Services Ltd
	 	Direct parcel delivery	 	 	17,783	 
	W001-WEST QUAY LTD (ROYLINE)
	 	Warehouse	 	 	98,799	 
	 
	 	 	 	 	 	 
	PRODUCT	 	 	 	 
	E030-ETS Praha
	 	Lowke	 	 	30,341	 
	M080-Motorat part of SC Communications AB
	 	 	 	 	36,353	 
	 
	 	 	 	 	 	 
	SALES AGENTS, COLLECTOR CLUBS & CONSUMER SERVICES	 	 	 	 
	D007-Diecast Solutions
	 	Sales Agent	 	 	12,182	 
	D008-Julie Dorman
	 	Sales Agent	 	 	1,382	 
	H001-Hallmark Consumer Services
	 	Collector Club	 	 	6,935	 
	K013-Kingfisher Agencies
	 	Sales Agent	 	 	4,378	 
	K014-KRISTALL PRODUCTIONS
	 	for Collector Club	 	 	120	 
	Q004-Questar Communications
	 	Collector Club	 	 	39,058	 
	S005-MRS SUSAN POWNALL
	 	Collector Club	 	 	0	 
	 
	 	 	 	 	 	 
	DESIGN & DEVELOPMENT	 	 	 	 
	A009-ARTWORKS
	 	Sub Contractor	 	 	63,320	 
	A034-Fusion
	 	Sub Contractor	 	 	13,872	 
	F003-Fidus Enterprises Ltd
	 	D & D Forward March	 	 	1,998	 
	H072-Humdinger Productions Ltd
	 	Sub Contractor	 	 	1,293	 
	L009-John Lakey
	 	Vanguards research & writi	 	 	590	 
	M016-MPiD Design Ltd
	 	Sub Contractor	 	 	14,989	 
	 
	 	 	 	 	 	 
	MARKETING & DIRECT	 	 	 	 
	A002-ATL Associates
	 	Collector magazine	 	 	3,729	 
	B023-Anthony Wallace
	 	Direct Copywriter	 	 	4,465	 
	C125-Cuban Ltd
	 	Mailing — Direct	 	 	27,663	 
	C129-Crecy publishing Ltd
	 	Forward March Medals	 	 	2,250	 
	G010-GI Insight
	 	Direct Data Analyst	 	 	3,496	 
	G043-Greenshires Group
	 	Posters	 	 	1,293	 
	H018-HAYMARKET PUBLISHING SERVICES
	 	Research Photographs Van	 	 	118	 
	I021-IPC Media Ltd
	 	Model Collector Advert	 	 	1,135	 
	K017-KEY PUBLISHING LIMITED
	 	Fly Past Aviation Advert	 	 	940	 
	M020-RBS Invoice Finance
	 	Mediatech	 	 	21,544	 
	P018-Phoenix Colour Plc
	 	Collector Leaflets	 	 	2,725	 
	R060-RS Print
	 	Price List Printer	 	 	1,036	 
	S131-Pindar Graphcs
	 	Website	 	 	758	 
	T073-TradeDoubler
	 	Website banner	 	 	1,538	 
	W003-Warners Midlands Plc
	 	Collector Club Mag Printer	 	 	1,819	 
	W006-Ware Anthony Rust
	 	Media Contract PR	 	 	6,456	 






 









 






	 	 	 	 	 	 	 
	Supplier	 	Purpose	 	Balance (£)	 
	LICENSES	 	 	 	 
	B007-Born Free Foundation
	 	Landrover Livery	 	 	812	 
	B096-Bell Helicoptor Textron Inc
	 	Aviation	 	 	4,822	 
	B097-BMW AG
	 	Vangurads	 	 	18,420	 
	B104-Boeing Business Services
	 	Aviation	 	 	11,666	 
	B105-The Beanstalk Group uk Ltd
	 	Ford, Jaguar, Landrover	 	 	2,959	 
	C131-Curtiss Wright Corp
	 	Aviation	 	 	1,526	 
	D001-Daimler Chrysler
	 	Vanguards	 	 	17,515	 
	D070-Accounting Officer Ministry Of Defence
	 	Aviation	 	 	294	 
	E006-Equity Management Inc.
	 	Buick, Chevrolet, Dr Pepper	 	 	16,568	 
	E029-Eddie Stobart Limited
	 	Eddie Stobbart	 	 	1,186	 






Schedule 6 — Part 1

(UK Total Payments)




	 	 	 	 	 	 	 
	G041-Greyhound Lines Inc
	 	US Buses	 	 	112	 
	G053-General Motors
	 	Vanguards	 	 	1,075	 
	K032-Kelloggs Marketing & Sales Comp Ltd
	 	2005 Q4 Royalties	 	 	255	 
	L086-Licensing Management International
	 	Heritage, Mini, Triumph	 	 	0	 
	M128-Metropolitan Police
	 	Vanguards	 	 	4,480	 
	N017-NMSI Trading Ltd
	 	Museum	 	 	939	 
	N047-Northgrop Grumman Systems Corporation
	 	Avaition	 	 	265	 
	Q002-Quantas
	 	Aviation	 	 	4,638	 
	R003-Richard Walker
	 	Forward March	 	 	3,126	 
	R007-The Red Arrows Trustees Ltd
	 	Aviation	 	 	154	 
	R078-Royal Mail
	 	Post Office	 	 	6,930	 
	Renault
	 	Invoice in query for royalties	 	 	22,600	 
	T070-Transport Trading Ltd
	 	Buses / Taxis	 	 	4,906	 
	V016-Volkswagen
	 	VW	 	 	639	 
	V017-Volvo
	 	Volvo	 	 	32,329	 
	 
	 	 	 	 	 	 
	IT & TELCOM	 	 	 	 
	L011-Lawrence Tilley
	 	Web developer	 	 	5,220	 
	 
	 	 	 	 	712,552	 






 









 





Schedule 6 — Part 2




(HK Day 1 Payments)




Corgi International Limited (Sourcing Office)

Vendor status report

FY 2009




17-Apr-08




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Total	 	 	 	 
	 	 	outstanding	 	Day 1	 	Day 1
	Vendor	 	HK$	 	HK $	 	US$
	Zindart
	 	 	10,592,208.74	 	 	 	10,592,208.74	 	 	 	750,000.00	 
	EML
	 	 	7,583,640.60	 	 	 	7,583,640.60	 	 	 	 	 
	Sunny
	 	 	2,719,450.00	 	 	 	2,719,450.00	 	 	 	 	 
	Justwide
	 	 	2,210,912.52	 	 	 	2,210,912.52	 	 	 	 	 
	Ever Glorious
	 	 	1,862,408.50	 	 	 	1,862,408.50	 	 	 	 	 
	Master Mould
	 	 	1,276,619.50	 	 	 	1,276,619.50	 	 	 	 	 
	Renown
	 	 	1,192,540.58	 	 	 	1,192,540.58	 	 	 	 	 
	Hobby Master
	 	 	285,057.20	 	 	 	 	 	 	 	 	 
	M-Tech
	 	 	153,491.00	 	 	 	 	 	 	 	 	 
	Sanda Kan
	 	 	64,824.00	 	 	 	64,824.00	 	 	 	 	 
	Total
	 	 	27,941,152.64	 	 	 	27,502,604.44	 	 	 	750,000.00	 






	 	 	 	 	 	 	 	 	 
	 
	 	 	27,502,604.44	 	 	 	750,000.00	 
	Exchange rate
	 	 	15.3390	 	 	 	1.9680	 
	 
	 	 	 	 	 	 	 	 
	GBP
	 	 	1,792,985.49	 	 	 	381,097.56	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	GBP total
	 	 	2,174,083.05	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 






 









 





Schedule 6 — Part 2




(UK Day 1 Payments)




	 	 	 	 	 	 	 
	Supplier	 	Purpose	 	Balance (£)	 
	WAREHOUSE & LOGISTICS	 	 	 	 
	E001-C S Ellis (Group) Ltd
	 	Warehouse	 	 	115,652	 
	W001-WEST QUAY LTD (ROYLINE)
	 	Warehouse	 	 	98,799	 
	 
	 	 	 	 	 	 
	PRODUCT	 	 	 	 
	E030-ETS Praha
	 	Lowke	 	 	30,341	 
	 
	 	 	 	 	 	 
	SALES AGENTS, COLLECTOR CLUBS & CONSUMER SERVICES	 	 	 	 
	D007-Diecast Solutions
	 	Sales Agent	 	 	12,182	 
	D008-Julie Dorman
	 	Sales Agent	 	 	1,382	 
	K013-Kingfisher Agencies
	 	Sales Agent	 	 	4,378	 
	Q004-Questar Communications
	 	Collector Club	 	 	39,058	 
	S005-MRS SUSAN POWNALL
	 	Collector Club	 	 	0	 
	 
	 	 	 	 	 	 
	DESIGN & DEVELOPMENT	 	 	 	 
	A009-ARTWORKS
	 	Sub Contractor	 	 	63,320	 
	A034-Fusion
	 	Sub Contractor	 	 	13,872	 
	H072-Humdinger Productions Ltd
	 	Sub Contractor	 	 	1,293	 
	L009-John Lakey
	 	Vanguards research & writi	 	 	590	 
	M016-MPiD Design Ltd
	 	Sub Contractor	 	 	14,989	 
	 
	 	 	 	 	 	 
	MARKETING & DIRECT	 	 	 	 
	A002-ATL Associates
	 	Collector magazine	 	 	3,729	 
	B023-Anthony Wallace
	 	 	 	 	4,465	 
	C125-Cuban Ltd
	 	Mailing — Direct	 	 	27,663	 
	M020-RBS Invoice Finance
	 	Mediatech	 	 	21,544	 
	 
	 	 	 	 	 	 
	LICENSES	 	 	 	 
	B097-BMW AG
	 	 	 	 	18,420	 
	B104-Boeing Business Services
	 	 	 	 	11,666	 
	B105-The Beanstalk Group uk Ltd
	 	Ford, Jaguar, Landrover	 	 	2,959	 
	D001-Daimler Chrysler
	 	 	 	 	17,515	 
	E029-Eddie Stobart Limited
	 	Eddie Stobbart	 	 	1,186	 
	M128-Metropolitan Police
	 	 	 	 	4,480	 
	T070-Transport Trading Ltd
	 	 	 	 	4,906	 
	Renault
	 	Invoice in query for royalties	 	 	22,600	 
	 
	 	 	 	 	 	 
	IT & TELCOM	 	 	 	 
	L011-Lawrence Tilley
	 	Website	 	 	5,220	 
	 
	 	 	 	 	542,207	 






 









 








Schedule 7 : Trade Marks




Schedule 7

Trade Marks




     



38









 





     



Corgi Classics Limited — Trade Mark Applications




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Country	 	Mark	 	Device	 	Class(es)	 	Appl’n No.	 	Filed	 	Registration No.	 	Status	 	Approx. Costs
	Argentina	 	CORGI
	 	 	 	Class 28	 	1961799	 	14-Feb-1995	 	2093968	 	22-Jun-2016	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Australia	 	CORGI
	 	 	 	Class 28	 	125552	 	13-Sep-1955	 	125552	 	13-Sep-2017 — awaiting renewal certificate	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Australia	 	CORG1 & Device (Version 1)
	 		 	Class 28	 	189101	 	24-Jul-1964	 	189101	 	24-Jul-2009	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Australia	 	DAYS GONE
	 	 	 	Class 28	 	388986	 	22-Mar-1983	 	388986	 	22-Mar-2014	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Austria	 	CORGI
	 	 	 	Class 28	 	63863	 	11-Mar-1963	 	50585	 	31-Jul-2013 — no certificate of renewal	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Austria	 	CORGI & device (Version 1)
	 		 	Class 28	 	163364	 	20-Jul-1964	 	53670	 	30-Nov-2014	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Benelux	 	CORGI
	 	 	 	Class 28	 	688210	 	31-Oct-1986	 	424012	 	31-Oct-2016	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Brazil	 	CORGI
	 	 	 	Class 28	 	811628035	 	07-Oct-1984	 	811628035	 	06-Nov-2010	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Canada	 	CORGI
	 	 	 	Class 28	 	233146	 	07-Nov-1955	 	TMA105123	 	30-Nov-2016	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Canada	 	CORGI & Device (Version 1)
	 		 	Class 28	 	292337	 	05-Oct-1965	 	TMA146974	 	09-Sep-2011	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Canada	 	DAYS GONE
	 	 	 	Class 28	 	595331	 	12-Nov-1987	 	TMA352839	 	10-Mar-2019	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	China	 	CORGI
	 	 	 	Class 28	 	36672	 	07-Oct-1987	 	322705	 	29-Aug-2008 — no certificate of renewal	 	£1,000
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Community Trade Mark	 	CORGI
	 	 	 	Classes 28 and 41	 	4306486	 	23-Feb-2005	 	4306486	 	23-Feb-2015	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Community Trade Mark	 	CORGI & Device (Version 4)
	 		 	Classes 28 and 41	 	4306478	 	23-Feb-2005	 	4306478	 	23-Feb -2015	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Community Trade Mark	 	CORGI Warbirds Logo
	 		 	Classes 16, 28 and 41	 	5467568	 	02-Nov-2006	 	5467568	 	02-Nov-2016	 	£1,400
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Community Trade Mark	 	CORGI WHEELZ
	 	 	 	Classes 16, 28 and 41	 	5051636	 	12-Apr-2006	 	5051636	 	12/04/2016 Registered cert rec’d 06.08.07 - date of filing 12.04.06 renew 12.04.16	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Community Trade Mark	 	DAYS GONE
	 	 	 	Classes 16, 28 and 41	 	1809870	 	15-Aug-2000	 	1809870	 	15-Aug-2010	 	 






 









 





     



Corgi Classics Limited — Trade Mark Applications







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Country	 	Mark	 	Device	 	Class(es)	 	Appl’n No.	 	Filed	 	Registration No.	 	Status	 	Approx. Costs
	Community Trade Mark	 	Making The Great Small	 	 	 	Classes 16, 28 and 41	 	6314173	 	19-Sep-2007	 	 	 	Pending	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Community Trade Mark	 	METTOY	 	 	 	Classes 16, 28 and 41	 	5051561	 	12-Apr-2006	 	5051561	 	12-Apr-2016	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Community Trade Mark	 	PREDATORS	 	 	 	Class 28	 	5322656	 	04-Sep-2006	 	5322656	 	04-Sep-2016	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Community Trade Mark	 	SIGHTS & SOUNDS Logo	 		 	Classes 16, 28 and 41	 	4860797	 	19-Jan-2006	 	4860797	 	19-Jan-2016	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Community Trade Mark	 	SKIRMISH	 	 	 	Classes 16, 28 and 41	 	5497995	 	15-Nov-2006	 	5497995	 	Application abandoned - 15-Jun-2007	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Community Trade Mark	 	The AVIATION ARCHIVE & Device (Version 1)	 		 	Class 28	 	1098896	 	09-Mar-1999	 	1098896	 	09-Mar-2009	 	£2,000
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Community Trade Mark	 	The Connoisseurs COLLECTION CORGI Logo	 		 	Classes 16, 28 and 41	 	5465811	 	02-Nov-2006	 	5465811	 	Application abandoned - 24-Jul-2007	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Community Trade Mark	 	THE ORIGINAL OMNIBUS COMPANY Logo	 		 	Class 28	 	627539	 	05-Sep-1997	 	627539	 	05-Sep-2017	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Community Trade Mark	 	VANGUARDS	 	 	 	Classes 28 and 41	 	1809847	 	15-Aug-2000	 	1809847	 	15-Aug-2010	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Denmark	 	CORGI	 	 	 	Class 28	 	16031976	 	29-Mar-1976	 	38001976	 	12-Nov-2016	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Denmark	 	CORGI & Device (Version 1)	 		 	Class 28	 	25891964	 	01-Aug-1964	 	5611965	 	20-Feb-2015	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Egypt	 	CORGI	 	 	 	Class 28	 	74870	 	24-Jul-1989	 	74870	 	23-Jul-2009 - no renewal certificate	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Finland	 	CORGI	 	 	 	Class 28	 	324193	 	21-Jul-1993	 	134904	 	05-Dec-2014	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	France	 	COLLECTION HERITAGE	 	 	 	Class 28	 	13126949	 	19-Oct-2001	 	13126949	 	10-Oct-2011	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	France	 	CORGI	 	 	 	Class 28	 	247165	 	02-Nov-1990	 	1668023	 	01-Nov-2010	 	 






 









 






     



Corgi Classics Limited — Trade Mark Applications





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Country	 	Mark	 	Device	 	Class(es)	 	Appl’n No.	 	Filed	 	Registration No.	 	Status	 	Approx. Costs
	France	 	DAYS GONE
	 	 	 	Class 28	 	659681	 	29-Mar-1983	 	1231737	 	29-Mar-2013	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Germany	 	CORGI
	 	 	 	Class 28	 	10436	 	03-Nov-1955	 	696369	 	30-Nov-2015	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Germany	 	CORGI & Device (Version 1)
	 		 	Class 28	 	23094	 	28-Jul-1964	 	807972	 	28-Jul-2014	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Germany	 	DAYS GONE
	 	 	 	Class 28	 	3314828	 	25-Jan-1990	 	1168666	 	26-Jan-2010	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Greece	 	CORGI
	 	 	 	Class 28	 	86890	 	01-Oct-1987	 	86890	 	01-Oct-2017	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Hong Kong	 	CORGI
	 	 	 	Class 28	 	19630808	 	26-Mar-1963	 	19630808	 	26-Mar-2012	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Hong Kong	 	CORGI & Device (Version 1)
	 		 	Class 28	 	19650752	 	26-Sep-1964	 	19650752	 	28-Sep-2013	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	India	 	CORGI
	 	 	 	Class 28	 	504376	 	25-Jan-1989	 	504378	 	25-Jan-2010	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ireland	 	CORGI
	 	 	 	Class 28	 	58086	 	13-Sep-1955	 	58086	 	13-Sep-2017 - awaiting renewal certificate	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ireland	 	CORGI & Device (Version 1)
	 		 	Class 28	 	67287	 	20-Jul-1964	 	67287	 	20-Jul-2009 — awaiting  renewal Certificate	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Israel	 	CORGI
	 	 	 	Class 28	 	88243	 	25-Jul-1993	 	88243	 	25-Jul-2014	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Italy	 	CORGI
	 	 	 	Class 28	 	20621C/75	 	10-Dec-1975	 	719050	 	10-Dec-2015	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Japan	 	CORGI
	 	 	 	Class 28	 	7646093	 	20-Jul-1993	 	3229699	 	29-Nov-2016	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Kuwait	 	CORGI
	 	 	 	Class 28	 	11806	 	13-Jan-1980	 	10891	 	13-Jan-2010	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Malaysia	 	CORGI & Device (Version 2)
	 		 	Class 28	 	9721803	 	19-Dec-1997	 	9721803	 	19-Dec-2017 - awaiting renewal certificate	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mexico	 	CORGI
	 	 	 	Classes 9, 12, 16,
18, 20, 22 and 28	 	32089	 	05-Oct-1987	 	349601	 	05-Oct-2012	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	New Zealand	 	CORGI
	 	 	 	Class 28	 	72985	 	08-Apr-1963	 	72985	 	08-Apr-2012	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	New Zealand	 	CORGI & Device Version 1)
	 		 	Class 28	 	76339	 	21-Jul-1964	 	76339	 	21-Jul-2013	 	 






 









 





     





Corgi Classics Limited — Trade Mark Applications





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Country	 	Mark	 	Device	 	Class(es)	 	Appl’n No.	 	Filed	 	Registration No.	 	Status	 	Approx. Costs
	Norway	 	CORGI
	 	 	 	Class 28	 	78882	 	11-Mar-1963	 	62317	 	15-Aug-2013	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Pakistan	 	CORGI
	 	 	 	Class 28	 	102335	 	22-Apr-1989	 	102335	 	22-Apr-2011	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Portugal	 	CORGI
	 	 	 	Class 28	 	293709	 	30-Jul-1993	 	293709	 	08-Aug-2010	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Serbia	 	CORGI & Device (Version 1)
	 		 	Class 28	 	Z-1178/77	 	25-May-1989	 	29980	 	25-May-2007 - lapsed	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Singapore	 	CORGI & Device (Version 2)
	 		 	Class 28	 	1225797	 	02-Oct-1997	 	9712257	 	02-Oct-2017 - Awaiting renewal certificate	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	South Africa	 	CORGI
	 	 	 	Class 28	 	63/0846	 	11-Mar-1963	 	63/0846	 	11-Mar-2017	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	South Africa	 	CORGI & Device (Version 1)
	 		 	Class 28	 	64/3669	 	21-Sep-1964	 	64/3669	 	21-Sep-2014	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Spain	 	CORGI & Device (Version 3)
	 		 	Class 28	 	2085364	 	09-Apr-1997	 	2085364	 	09-Apr-2017	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sri Lanka	 	CORGI
	 	 	 	Class 28	 	57017	 	03-Mar-1989	 	57017	 	03-Mar-2009 - no certificate	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sweden	 	CORGI
	 	 	 	Class 28	 	79318	 	29-Oct-1955	 	79318	 	25-Nov-2015 - no certificate	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sweden	 	CORGI & Device (Version 1)
	 		 	Class 28	 	196402008	 	22-Jul-1964	 	113788	 	27-Aug-2015	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Switzerland	 	CORGI
	 	 	 	Class 28	 	324138	 	21-Feb-1983	 	324138	 	21-Feb-2013 - no certificate	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Switzerland	 	CORGI & Device (Version 1)
	 		 	Classes 25 and 28	 	40051984	 	20-Jul-1984	 	336579	 	20-Jul-2014	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Taiwan	 	CORGI
	 	 	 	Class 28	 	75010464	 	11-Mar-1986	 	342346	 	15-Oct-2016	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Thailand	 	CORGI &Device (Version 1)
	 		 	Class 28	 	352623	 	16-Jan-1998	 	352623	 	15-Jan-2008 - 14.01.08 not being renewed as mark for style not being use.  Registration allowed to lapse	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	United Kingdom	 	BASSETT-LOWKE Logo
	 		 	Class 28	 	2110059	 	12-Sep-1996	 	2110059	 	12-Sep-2016	 	 






 









 





     



Corgi Classics Limited — Trade Mark Applications







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Country	 	Mark	 	Device	 	Class(es)	 	Appl’n No.	 	Filed	 	Registration No.	 	Status	 	Approx. Costs
	United Kingdom	 	CAMEO	 	 	 	Class 28	 	1578504	 	15-Jul-1994	 	1578504	 	15-Jul-2011	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	United Kingdom	 	COLLECTOR HEAVEN	 	 	 	Class 28	 	B1582518	 	23-Aug-1994	 	B1582518	 	23-Aug-2011	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	United Kingdom	 	CORGI	 	 	 	Class 28	 	1578432	 	15-Jul-1994	 	1578432	 	15-Jul-2011	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	United Kingdom	 	CORGI & Device (Version 1)	 		 	Class 28	 	1578436	 	15-Jul-1994	 	1578436	 	15-Jul-2011	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	United Kingdom	 	CORGI CLASSIC	 	 	 	Class 28	 	1578428	 	15-Jul-1994	 	1578428	 	15-Jul-2011	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	United Kingdom	 	CORGI CLASSICS & Device	 		 	Class 28	 	1579477	 	25-Jul-1994	 	1579477	 	25-Jul-2011	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	United Kingdom	 	CORGI Dog Device	 		 	Class 28	 	1578506	 	15-Jul-1994	 	1578506	 	15-Jul-2011	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	United Kingdom	 	CORGI JUNIOR TWIN	 	 	 	Class 28	 	1578442	 	15-Jul-1994	 	1578442	 	15-Jul-2011	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	United Kingdom	 	CORGI MODELS CORGI MODELS & Device	 		 	Class 28	 	1578430	 	15-Jul-1994	 	1578430	 	15-Jul-2011	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	United Kingdom	 	CORGI SUPER	 	 	 	Class 28	 	1578438	 	15-Jul-1994	 	1578438	 	15-Jul-2011	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	United Kingdom	 	CORGI SUPERHAULERS	 	 	 	Class 28	 	2200263	 	15-Jun-1999	 	2200263	 	15-Jun-2009	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	United Kingdom	 	CORGITRONIC	 	 	 	Class 28	 	1578445	 	15-Jul-1994	 	1578445	 	15-Jul-2011	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	United Kingdom	 	DAYS GONE	 	 	 	Class 28	 	B1192136	 	15-Mar-1983	 	B1192136	 	15-Mar-2014	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	United Kingdom	 	DAYS GONE	 	 	 	Class 28	 	1408315	 	18-Dec-l989	 	1408315	 	18-Dec-2016	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	United Kingdom	 	GOLDEN OLDIES	 	 	 	Class 28	 	2053286	 	22-Jan-1996	 	2053286	 	22-Jan-2016	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	United Kingdom	 	HUSKIES	 	 	 	Class 28	 	1578446	 	15-Jul-1994	 	1578446	 	15-Jul-2011	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	United Kingdom	 	HUSKY	 	 	 	Class 28	 	1578447	 	15-Jul-1994	 	1578447	 	15-Jul-2011	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	United Kingdom	 	HUSKY models & Device	 		 	Class 28	 	1578448	 	15-Jul-1984	 	1578448	 	15-Jul-2011	 	 






 









 





     



Corgi Classics Limited — Trade Mark Applications






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Country	 	Mark	 	Device	 	Class(es)	 	Appl’n No.	 	Filed	 	Registration No.	 	Status	 	Approx. Costs
	United Kingdom	 	ICON Device	 		 	Class 28	 	2167794	 	28-May-1998	 	2167794	 	07.02.08 - mark not be renewed - email sent to Lisa King, Barker Brettell. N.B. This Mark can be renewed until 28 May 2008	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	United Kingdom	 	LLEDO	 	 	 	Class 28	 	1310984	 	22-May-1987	 	1310984	 	07.02.08 renewal request made to Barker Brettell - Renewal instructions not yet sent to the UK IPO. Deadline for renewal is 22-May-2008	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	United Kingdom	 	LLEDO Logo	 		 	Class 28	 	1310985	 	22-May-1987	 	1310985	 	07.02.08 renewal request made to Barker Brettell - Renewal instructions not yet sent to the UK IPO - Deadline for renewal is 22-May-2008	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 		 	 
	United Kingdom	 	LOWKO & Device	 		 	Class 28	 	2107153	 	08-Aug-1996	 	2107153	 	08-Aug-2016	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	United Kingdom	 	MEMORY LANE	 	 	 	Class 28	 	B1516770	 	26-Oct-1992	 	B1516770	 	26-Oct-2009	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	United Kingdom	 	METTOY	 	 	 	Class 28	 	2069778	 	24-Apr-1996	 	2069778	 	24-Apr-2016	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	United Kingdom	 	MILESTONES	 	 	 	Class 28	 	2055376	 	02-Feb-1996	 	2055376	 	02-Feb-2016	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	United Kingdom	 	MOTORING MEMORIES	 	 	 	Class 28	 	2102985	 	17-Jun-1996	 	2102985	 	17-Jun-2016	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	United Kingdom	 	PROMOTORS	 	 	 	Class 28	 	1533462	 	21-Apr-1993	 	1533462	 	21-Apr-2010	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	United Kingdom	 	TECH TRONIC / TEC
	 	 	 	Class 28	 	2289077	 	28-Dec-2001	 	2289077	 	28-Dec-2011	 	 
	 	 	TRONIC / TECHTRONIC /

TECTRONIC (Series of 4)	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	United Kingdom	 	The AVIATION ARCHIVE & Device (Version 1) (Series of 2)	 		 	Class 28	 	2160765	 	12-Mar-1998	 	2160765	 	12-Mar-2018	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	United Kingdom	 	VANGUARDS	 	 	 	Class 28	 	1515030	 	06-Oct-1992	 	1515030	 	06-Oct-2009	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	United States Of America	 	Basseett Lowke	 	 	 	Class 28	 	78669699	 	13-Jul-2005	 	3106834	 	20-Jun-2011	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	United States Of America	 	CORGI	 	 	 	Class 28	 	71698627	 	21-Nov-1955	 	641340	 	12-Feb-2017	 	 






 









 





     



Corgi Classics Limited — Trade Mark Applications






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Country	 	Mark	 	Device	 	Class(es)	 	Appl’n No.	 	Filed	 	Registration No.	 	Status	 	Approx. Costs
	United States Of America	 	CORGI & Device (Version 2)
	 		 	Class 28	 	72/203416	 	06-Oct-1964	 	806319	 	29-Mar-2016	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	United States Of America	 	CORGI & Device (Version 4)
	 		 	Classes 28 and 41	 	78698614	 	23-Aug-2005	 	3238983	 	06-May-2017, affidavit of use due 08-May-2013	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	United States Of America	 	CORGI WHEELZ
	 	 	 	Class 28	 	78588350	 	16-Mar-2005	 	3102293	 	06-Jun-2011	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	United States Of America	 	DAYS GONE
	 	 	 	Class 28	 	73441611	 	29-Aug-1983	 	1314803	 	15-Jan-2015	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	United States Of America	 	FIREBASE’NAM
	 	 	 	Class 28	 	76/213566	 	21-Feb-2001	 	2595864	 	16-Jul-2012. To be abandoned on renewal - 24.07.07	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	United States Of America	 	FORGOTTEN HEROES
	 	 	 	Class 28	 	76/213565	 	21-Feb-2001	 	2626388	 	24/09/2012- Affidavit of use due 24-Sep-2008	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	United States Of America	 	FORWARD MARCH
	 	—	 	Class 28	 	78585266	 	11-Mar-2005	 	3095244	 	23-May-2011	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	United States Of America	 	HEROES UNDER FIRE
	 	 	 	Class 28	 	76/213563	 	21-Feb-2001	 	2595883	 	16/07/2012 -Affidavit of use due
16-Jul-2008 - Currently awaiting specimens of use from Corgi Classics
Limited	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	United Stales Of America	 	SIGHTS & SOUNDS
	 	 	 	Class 28	 	78831331	 	7-Mar-2006	 	 	 	SOU accepted 26-3-8	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	United States Of America	 	TACTICAL STRIKE

	 	 	 	Class 28	 	78/258673	 	05-Jun-2003	 	2902554	 	09-Nov-2014 - Affidavit of use due 09-Nov-2010	 	 
	 	 	FOR INFORMATION

PURPOSES ONLY]	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	United States Of America	 	THE AVIATION ARCHIVE & Device (Version 2)	 		 	Class 28	 	75/670991	 	30-Mar-1999	 	2397162	 	24-Oct-2010	 	 
	 	 
	United States Of America	 	UNSUNG HEROES
	 	 	 	Class 28	 	76/089106	 	14-Jul-2000	 	2499159	 	16/10/2011 - mark will be allowed to lapse on renewal (15.08.07)	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 






 









 






     



Corgi Classics Limited — Trade Mark Applications







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Country	 	Mark	 	Device	 	Class(es)	 	Appl’n No.	 	Filed	 	Registration No.	 	Status	 	Approx. Costs
	United States Of America	 	VANGUARDS
	 	 	 	Class 28	 	74332379	 	18-Nov-1992	 	1872612	 	10-Jan-2015	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Venezuela	 	CORGI & Device (Version 1)
	 		 	Class 28	 	1968005136	 	01-Jan-1968	 	61631	 	10-Nov-2010	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Vietnam	 	CORGI & Device (Version 1)
	 		 	Class 28	 	36614	 	01-Dec-1997	 	30488	 	07.08.07 - to lapse on renewal -1 Dec 07. This Registration has now lapsed	 	 







 











 








Schedule 8 : Warranties




Schedule 8

Warranties




Part 1

Corporate Matters





	1	 	Business Records
	 
	 	 	So far as the Sellers are aware the Business Records have been properly and accurately
kept in the period from the date 15 months before the date of this Agreement.
	 
	2	 	Possession of documents
	 
	 	 	All deeds, agreements and other documents relating to the Assets or the Business to
which either Sellers are a party or is entitled to enforce are in the possession of
either Sellers and have been registered with any applicable authority with which such
documents are registerable under any applicable law.
	 
	3	 	Investigations
	 
	 	 	So far as the Sellers are aware, no investigations or enquiries, by or on behalf of, a
governmental or other body in respect of any aspect of the Business are taking place or
pending.
	 
	4	 	Information disclosed to the Buyer
	 
	 	 	The Sellers have used all reasonable care in the preparation of the information
comprised in Schedule 3, Schedule 5, the Agreed Form Appendix 2 to this Agreement and
the Agreed Form Appendix 4 to this Agreement.





Part 2

Finance





	1	 	Liabilities of the Sellers
	 
	 	 	All the liabilities of the Sellers that are material to the Business are set out in
Schedule 6.
	 
	2	 	Borrowings
	 
	 	 	The Sellers have not received notice (whether formal or informal) from a lender of money,
requiring repayment or intimating the enforcement of a security which it may hold over
any of the Assets and so far as the Sellers are aware there is nothing likely to give
rise to a notice.





39









 





Schedule 8 : Warranties




Part 3

Trading





	1	 	Effect of sale of the Business
	 
	(a)	 	So far as the Sellers are actually aware (having made no enquiries), after Completion
(whether by reason of an existing agreement or otherwise) or as a result of the acquisition of
the Business by the Buyer):






	 	(i)	 	no supplier of the Business will cease supplying it or may
substantially reduce its levels of supplies to it;
	 
	 	(ii)	 	no customer of the Business will substantially reduce its existing
level of business with the Business.






	(b)	 	Compliance with the terms of this Agreement does not and will not:






	 	(i)	 	result in the creation, imposition, crystallisation or enforcement of
an encumbrance on assets of the Business or the Sellers;
	 
	 	(ii)	 	result in the indebtedness of the Sellers or the Business becoming due
and payable, or capable of being declared due and payable, prior to its stated
maturity.






	2	 	Agency agreements and agreements restricting the Business
	 
	(a)	 	In respect of the Business, the Sellers are not a party to an agency, distributorship,
marketing, purchasing, manufacturing or licensing agreement or arrangement, or a restrictive
agreement or arrangement which restricts its freedom to carry on the Business or to use or
exploit the Assets.
	 
	3	 	Litigation disputes and winding up
	 
	(a)	 	The Sellers are not engaged in litigation or arbitration, proceedings as plaintiff or
defendant in relation to the Business; so far as the Sellers are aware there are no
proceedings pending or threatened, either by or against the Sellers affecting the Business;
and so far as the Sellers are aware there is nothing which is likely to give rise to
litigation or arbitration.
	 
	(b)	 	No order has been made, petition presented or resolution passed for the winding up of the
Sellers; the Sellers are not the subject of an application to court for an administration
order, a notice of appointment of an administrator, a notice of intention to appoint an
administrator or has an administrator been appointed over it; no distress, execution or other
process has been levied in respect of the Sellers which remains undischarged; and there is no
unfulfilled or unsatisfied judgement or court order outstanding against the Sellers; the
Sellers are not subject to any analogous actions or proceedings in the United States or Hong
Kong.
	 
	(c)	 	The Sellers are it insolvent or unable to pay its debts as and when they fall due within the
meaning of section 123 Insolvency Act 1986 (but omitting any requirement to prove anything to
the satisfaction of the court).
	 
	4	 	Compliance with statutes
	 
	(a)	 	So far as the Sellers are aware, neither the Sellers, nor any Employee, has committed or
omitted to do anything in respect of the Business, the commission or omission of which is in
contravention of an act, order or regulation having the




40









 











Schedule 8 : Warranties





	 	 	force of law giving rise to a penalty, default proceedings or other liability on the Sellers.
	 
	(b)	 	So far as the Sellers are aware, it has conducted and is conducting the Business in
accordance with all applicable laws and regulations.
	 
	(c)	 	So far as the Sellers are aware, it has never, in respect of the Business, carried on any
activity or done anything which is regulated by the Financial Services and Markets Act 2000 or
any predecessor legislation or has otherwise contravened any of the provisions of such Act or
of any predecessor legislation or has done anything which amounts to market abuse for the
purposes of Part VIII of such Act.
	 
	5	 	Defaults under agreements
	 
	(a)	 	The Sellers are not (other than in respect of breaches or defaults arising as a result of
non-payment or late payment of individual amounts of £1,000 or less):






	 	(i)	 	in material default under any of the Business Contracts or in respect
of other obligations or restrictions binding upon it in relation to the Business;
or
	 
	 	(ii)	 	so far as the Sellers are aware, liable for a material breach of a
representation or warranty (whether express or implied) relating to the Business.






	(b)	 	No threat or claim of default by the Sellers under the Business Contracts has been made and
is outstanding other than in respect of defaults arising as a result of the non-payment or
late payment of individual amounts of £1,000 or less.
	 
	(c)	 	As at the date of this Agreement, save to the extent set out in Schedule 6, there are no
amounts outstanding pursuant to Business Contracts by the Sellers.
	 
	6	 	Other party’s defaults
	 
	 	 	So far as the Sellers are aware, no party to a Business Contract is in default under it,
being a default which is material in the context of the Business.





Part 4

Employees





	7	 	Employees and terms of employment
	 
	(a)	 	The Particulars of Employment are true, complete and accurate in all respects.
	 
	(b)	 	The Disclosure Letter contains all material details of all private medical insurance
(including private medical insurance family cover), permanent health insurance and critical
illness and life assurance of the Sellers held since the 31 March 2008.
	 
	(c)	 	There are no agreements or arrangements between the Sellers or the Business and a trade union
or other body representing the Employees.
	 
	(d)	 	There are no part time Employees. For the purposes of this warranty a “part-time” Employee
means an Employee who is contracted to work for fewer than 33 hours in a week.




41









 











Schedule 8 : Warranties





	8	 	Bonus schemes
	 
	 	 	There are no schemes in operation entitling an Employee to a commission or remuneration
calculated by reference to the turnover or profits of the Business or the Sellers or
part of the Business.
	 
	9	 	Changes in remuneration
	 
	(a)	 	During the period since the Accounts Date or, where employment or holding of office began
after the Accounts Date, since the start of the employment or holding of office:






	 	(i)	 	no change has been made to the rate of remuneration, emoluments or
pension benefits of an Employee; and
	 
	 	(ii)	 	no material change has been made in the other terms of employment of an
Employee.






	(b)	 	The Sellers are not obliged or accustomed to pay anything, other than in respect of
remuneration or pension benefits, to or for the benefit of an Employee other than already
disclosed.
	 
	(c)	 	There are no negotiations for an increase in the remuneration or benefits of an Employee
which are current or pending and none are likely to begin within six months after the Transfer
Date other than as already disclosed.
	 
	10	 	Termination of contracts of employment
	 
	(a)	 	The contracts of service to which the Business or the Sellers are a party are determinable at
any time on three months’ notice or less without compensation (other than compensation in
accordance with the Employment Rights Act 1996).
	 
	(b)	 	No Employee:






	 	(i)	 	has been given notice terminating his or her employment and the Sellers
has not received notice of termination of employment from an Employee; or
	 
	 	(ii)	 	is entitled to leave his employment prematurely without giving the
requisite period of notice pursuant to their contract of employment as a result of
the sale of the Business, save in relation to a termination pursuant to regulation
4(7), 4(9) or 4(11) of the Regulations.






	11	 	Claims and liabilities
	 
	(a)	 	The Sellers are not aware of any outstanding claim by an Employee or any trade union and no
disputes have during the preceding three years arisen between the Sellers and any material
number or category of Employees or any trade union and there are no present circumstances
which are likely to give rise to any such dispute or claim.
	 
	(b)	 	Since the Accounts Date:






	 	(i)	 	no liability to pay compensation of any kind or any payment of any kind
other than as already disclosed, to any person who is or has been a director or
other employee has been incurred by the Seller, whether under the Employment
Legislation or otherwise howsoever; and




42









 











Schedule 8 : Warranties





	 	(ii)	 	no gratuitous payment has been made or promised by the Sellers in
connection with the actual or proposed termination or suspension of employment or
variation of any contract of employment of any present or former director or
employee nor will any such payment be made or promised prior to the Transfer Date.






	12	 	Compliance
	 
	(a)	 	The Sellers have in relation to each of the Employees complied with:






	 	(i)	 	so far as the Sellers are aware, all obligations imposed on it by all
statutes and regulations relating to or affecting the employment of the Employees;
	 
	 	(ii)	 	all collective agreements, recognition agreements and customs and
practices for the time being dealing with such relations or the conditions of
service of the Employees; and
	 
	 	(iii)	 	all relevant orders, awards and recommendations made under any
relevant statute, regulation or code of conduct and practice affecting the
conditions of service or otherwise in relation to the Employees.






	13	 	Share option schemes, etc
	 
	 	 	None of the following are in existence and there are no proposals for any of the
following:
	 
	(a)	 	profit sharing schemes;
	 
	(b)	 	share option schemes;
	 
	(c)	 	“phantom” share option schemes;
	 
	(d)	 	profit related pay schemes;
	 
	(e)	 	in relation to the Employees, employee share ownership trusts under the Finance Act 1989; and
	 
	(f)	 	employee benefit trusts.





Part 5

Pensions





	14	 	Apart from the Sellers’ Pension Scheme the Sellers are not under any legal obligation or a
party to an ex-gratia arrangement, to provide Relevant Benefits to or for any Employee or any
spouse, civil partner, widow, widower, surviving civil partner, child, step-child, dependant
of any of them or any other person entitled to claim by or through an Employee; and there are
no retirement, pension, death or disability benefit schemes or arrangements in relation to
which the Sellers contributes. No proposal has been announced or promise made to establish
any schemes, arrangements or practices for the provision of such benefits.
	 
	15	 	In respect of each of the Sellers’ Pension Schemes, the Sellers have supplied the Buyer or
its advisers with all material particulars to the extent that these relate to any obligations
and liabilities under the Sellers’ Pension Schemes in respect of the Employees. These are
materially accurate and complete and not misleading in any material respect.




43









 











Schedule 8 : Warranties





	16	 	The Sellers’ Pension Scheme is registered under the Finance Act 2004, and the Sellers are not
aware of any matter that might cause HM Revenue & Customs to withdraw such registration.
	 
	17	 	All contributions which have become due and payable to the Sellers’ Pension Schemes in
respect of any Employee have been duly made in accordance with statutory and regulatory
requirements. Any contributions that relate to pensionable service up to the Transfer Date
that have not been paid into the Sellers’ Pension Schemes will be apportioned as at the
Transfer Date and the relevant portion will be paid by the Sellers to the Sellers’ Pension
Scheme.
	 
	18	 	So far as the Sellers are aware, there are no disputes or claims in relation to the Sellers’
Pension Scheme by or in respect of any Employee which remains outstanding (other than routine
claims for benefits and enquiries).





Part 6

Assets





	1	 	Ownership of Assets
	 
	(a)	 	The Sellers owns and has good and marketable title to all the Assets.
	 
	(b)	 	The Sellers have not created or granted or agreed to create or grant any Encumbrance over any
of the Assets or acquired or agreed to be acquired since the Accounts Date, save (in the case
of the Stock only) in the normal course of trade of the Business.
	 
	(c)	 	None of the Assets is subject to any bill of sale, hire-purchase, conditional sale,
credit-sale, leasing or other agreement for payment on deferred terms or any agreement or
commitment to grant or enter into any of the foregoing.
	 
	2	 	Retention of title
	 
	 	 	The Sellers do not hold any Asset which it purchased on terms that property does not
pass until full payment is made or all indebtedness discharged.
	 
	3	 	Intellectual Property Rights
	 
	(a)	 	In this paragraph 3 (Intellectual Property Rights ):
	 
	 	 	“Inward IPR Licences” means licences granted to any member of the Sellers’ Group by
a third party for use of Intellectual Property Rights.
	 
	 	 	“Outward IPR Licences” means licences granted any member of the Sellers’ Group to a
third party for use of Intellectual Property Rights.
	 
	 	 	“Registered IPR” means the Business IPR which has been registered or for which
application for registration has been made.
	 
	(b)	 	The Disclosure Letter lists particulars of all Registered IPR.
	 
	(c)	 	Corgi Classics Limited is the sole legal and beneficial owner of the trade mark applications
and registrations listed in the Agreed Form Appendix 4 to this Agreement, and the Sellers
between them own all the legal and beneficial title to the other Business IPR, except for the
Business IPR used under licence under




44









 











Schedule 8 : Warranties





	 	 	Inward IPR Licences. There are no Outward IPR Licences and there are no other Encumbrances affecting any Business IPR or restricting its use.

	 
	(d)	 	So far as the members of the Sellers’ Group are aware, the operation of the Business by the
Sellers’ Group has not infringed and does not currently infringe the Intellectual Property
Rights of another person, and there have been no actions, claims, threats or allegations
against any member of the Sellers’ Group in respect of infringement of any third party’s
Intellectual Property Rights by the operation of the Business.
	 
	(e)	 	Save as set out in the Disclosure Letter, there have been no actions, claims or allegations
by any member of the Sellers’ Group against any third party alleging infringement of any
Business IPR and so far as the Sellers are aware there are and there have been no facts,
matters or circumstances which indicate any such infringement.
	 
	(f)	 	The operation of the Business as conducted in the 12 months prior to this agreement does not
require the use of any confidential information of any member of the Sellers’ Group or any
third party.
	 
	(g)	 	No member of the Sellers’ Group has permitted or acquiesced to the use of any of the Business
IPR by any third party other than under an Outward IPR Licence.
	 
	(h)	 	In relation to the Registered IPR:






	 	(i)	 	all relevant registrations and applications are in the name of Corgi
Classics Limited;
	 
	 	(ii)	 	So far as the members of the Sellers’ Group are aware, nothing has been
done or omitted to be done by which any person may be able to seek cancellation or
rectification or any other modification of any registration of any Registered IPR;
	 
	 	(iii)	 	all fees have been paid in connection with all applications for
registration, and registrations and renewals of, Registered IPR;
	 
	 	(iv)	 	no outstanding opposition to any current applications has been filed
and, so far as the members of the Sellers’ Group are aware, there are no facts, matters or circumstances which would indicate or suggest that any opposition is
likely to be made.






	4	 	Data protection
	 
	(a)	 	So far as the Sellers are aware, the Sellers are substantially compliant with all applicable
data protection laws and have taken all reasonable steps to achieve compliance with the Data
Protection Act 1998.
	 
	(b)	 	No individual has claimed, and no grounds exist for any individual to claim compensation from
the Sellers under the applicable data protection legislation for loss or unauthorised
disclosure of data or for any contravention of any of the requirements of the Data Protection
Act 1998.
	 
	(c)	 	The Sellers have not received a notice or allegation from either the Information Commissioner
or a data subject alleging non-compliance with the data protection legislation.





45









 





Schedule 9 : Taxation Warranties




Schedule 9

Taxation Warranties





	1	 	Tax returns, disputes, records and claims
	 
	(a)	 	All claims, returns, notifications, reports and computations which have become due and any
other information submitted to any Tax Authority have been prepared on a basis which is
proper, materially accurate and in accordance with all applicable legal requirements,
including as to time limits.
	 
	(b)	 	There is no dispute or disagreement outstanding nor is any contemplated by the Sellers at the
date of this Agreement with any Tax Authority regarding the proper method of computing the
profits of the Business (or any part of it) as carried on by the Sellers for Tax purposes or
the proper treatment for VAT purposes of any supplies of goods or services made (or treated as
made) in the course of the Business as carried on by the Sellers and there are no
circumstances which would make it reasonably likely that any such dispute or agreement will
arise.
	 
	(c)	 	The Sellers have duly deducted all amounts which it has been obliged to deduct under the PAYE
System and the NIC System and has duly accounted for all such amounts and in particular, but
without prejudice to the foregoing has made all such deductions as required from all payments
made, or treated as made, to its Employees or former employees (including persons treated as
receiving emoluments of office or employment), and has duly accounted to the relevant Tax
Authority for all amounts required to be deducted from all payments to and benefits provided
for, all such persons and has complied in all other material respects with the PAYE system and
the NIC system.
	 
	(d)	 	All customs and excise duties in respect of any of the Assets for which the Sellers are or
have been liable have been paid in full and none of the Assets is liable to confiscation or
forfeiture by virtue of non-payment or under-payment of any customs duty or excise duty or any
failure to comply with any legislation or regulation relating to any such duty.
	 
	2	 	Tax Authorities
	 
	(a)	 	The United Kingdom is the only country whose Tax Authorities seek to charge tax on the
profits or gains of the UK Seller in respect of the UK Business and the UK Seller has never
paid or been liable to pay Tax on income profits or gains in respect of the UK Business to any
Tax Authority in any other country.
	 
	(b)	 	The Tax Authorities of the UK have not sought to charge Tax on the profits or gains of any of
the Sellers except for the UK Seller.
	 
	3	 	Stamp duties
	 
	(a)	 	All documents which are material to the right, title or interest of the Sellers to the Assets
and to which the Sellers are a party have been duly stamped within the requisite period for
stamping.
	 
	4	 	Value added tax
	 
	(a)	 	The UK Seller is duly registered in the United Kingdom for the purposes of VAT and has never
been part of a group for VAT purposes.





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Schedule 9 : Taxation Warranties





	(b)	 	None of the Sellers except for the UK Seller is registered or liable to be registered in the
UK for the purposes of VAT.
	 
	(c)	 	The Sellers have complied in all material respects with the statutory requirements, orders,
provisions, directions and conditions relating to VAT, and maintains substantially complete,
correct and up-to-date records for the purposes of the relevant legislation.
	 
	(d)	 	None of the Assets fall within the provisions of Part XV VAT Regulations.
	 
	(e)	 	The Sellers have not been required by HMRC to give security for the purposes of VAT.
	 
	5	 	Inheritance tax
	 
	(a)	 	No HMRC charge for unpaid inheritance tax (as provided by sections 237 and 238 Inheritance
Tax Act 1984 or any equivalent legislation under the laws of any other country) is outstanding
over any of the Assets.
	 
	(b)	 	No circumstances exist whereby a power mentioned in section 212 Inheritance Tax Act 1984 or
under any equivalent provision under the laws of any other country could be exercised in
relation to any of the Assets.
	 
	6	 	Capital allowances
	 
	(a)	 	None of the Assets which is or which includes items of machinery or plant which are the
subject of the sale pursuant to this Agreement has been the subject of a sale and finance
leaseback within the meaning of section 221 Capital Allowances Act 2001 prior to the date of
this Agreement.
	 
	(b)	 	The Disclosure Letter contains particulars of each of the Assets in respect of which
industrial buildings allowances within Part 3 Capital Allowances Act 2001 have been claimed.







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Schedule 10 : Sellers’ Protection Provisions




Schedule 10

Sellers’ Protection Provisions





	1	 	Definitions
	 
	 	 	In addition to the definitions in Clause 1 (Definitions and interpretation), in this
Schedule the following definitions apply:
	 
	 	 	“Expiry Date” means in relation to a Warranty Claim the date which is 18 months
from the date of this Agreement and, in relation to a Tax Claim, means the date which is
three years form the date of this Agreement.
	 
	 	 	“Claim” means a Tax Claim or a Warranty Claim.
	 
	 	 	“Tax Claim” means a claim by the Buyer under the Clause 12.1 in relation to the Tax
Warranties Schedule 9
	 
	 	 	“Warranty Claim” means a claim by the Buyer under Clause 12.1 in relation to the
Warranties in Schedule 8.
	 
	2	 	Introduction
	 
	 	 	Nothing in this Schedule limits the liability of the Sellers in the case of fraud or
wilful or dishonest concealment or non-disclosure by it.
	 
	3	 	Threshold for Warranty Claims
	 
	 	 	The Sellers shall not be liable in respect of Claims unless the aggregate amount claimed
together exceeds £10,000, in which case the Sellers shall be liable for the whole amount
and not merely the excess over £10,000.
	 
	4	 	Ceiling on Warranty Claims
	 
	(a)	 	The aggregate liability of the Sellers to make payment to the Buyer in respect of Claims
(other than in respect of fines, penalties, surcharges or interest relating to Warranty
Claims) shall not exceed an amount equal to 50 per cent of the Consideration.
	 
	5	 	Time limits
	 
	(a)	 	Subject to paragraph 5(c) proceedings in relation to a Claim shall not be brought against the
Sellers unless written notice of the Claim (as appropriate) is given to the Sellers before the
Expiry Date.
	 
	(b)	 	Subject to paragraph 5(c) if a Claim has not been resolved on or before 6 months from the
date of written notice of the Claim in accordance with paragraph 5(a) and the Buyer has not by
then issued and served legal proceedings in respect of the Claim, the Claim shall be deemed
withdrawn by the Buyer.
	 
	(c)	 	The provisions of paragraph 5(a) and paragraph 5(b) do not apply in respect of Claims to the
extent that delay in recovery or process is the consequence of fraud or wilful misconduct or
wilful concealment by the Seller.










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Schedule 10 : Sellers’ Protection Provisions





	6	 	Protection of goodwill
	 
	 	 	Nothing in this Schedule imposes an obligation on a member of the Buyer’s Group to do
anything which in the Buyer’s reasonable opinion is likely to be detrimental to the
prospects, reputation or goodwill of the Buyer or a member of the Buyer’s Group or the
Business.
	 
	7	 	No set-off
	 
	 	 	Save as expressly provided to the contrary and/or where a claim pursuant to this
Agreement has been Determined in favour of the Buyer, every payment made by the Buyer
pursuant to this Agreement will be made in full without any set off or counterclaim
howsoever arising and will be free and clear of, and without deduction of, or
withholding for or on account of, any amount.
	 
	8	 	Duty to mitigate
	 
	 	 	The Buyer shall take all reasonable steps (whether by acting or omitting to act) to
avoid or mitigate any losses, claims, actions, proceedings, damages, payments, costs,
expenses or other liabilities which give rise to or might reasonably be expected to give
rise to a Claim.
	 
	9	 	No double recovery
	 
	 	 	The Buyer shall not be entitled to recover damages or obtain payment, reimbursement or indemnity
more than once in respect of any one liability, loss or breach or other set of circumstances which
give rise to more than one Claim.






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EXECUTION PAGE




	 	 	 
	Signed by 

for and on behalf of
	 	)

)
	CORGI INTERNATIONAL LIMITED:
	 	 
	 
	 	Duly Authorised Person






	 	 	 
	Signed by 

for and on behalf of
	 	)

)
	CORGI CLASSICS LIMITED:
	 	 
	 
	 	Duly Authorised Person






	 	 	 
	Signed by 

for and on behalf of
	 	)

)
	CORGI USA, INC.
	 	 
	 
	 	Duly Authorised Person






	 	 	 
	Signed by 
for and on behalf of
	 	)

)
	HORNBY HOBBIES LIMITED:
	 	
	 
	 	Duly Authorised Person







50