exv4w2







Exhibit 4.2




Dated        april       2008 




Asset purchase agreement




between




Cards Inc. Limited




Corgi International Limited




Darren Epstein




and




Esdevium Games Limited 




 






relating to the sale of certain assets of




Cards Inc. Limited




 











ORRICK, HERRINGTON & SUTCLIFFE

TOWER 42, LEVEL 35

25 OLD BROAD STREET

LONDON EC2N 1HQ




tel +44 (0)20 7562 5000

fax +44 (0)20 7628 0078





 









 








Contents




Clause




	 	 	 	 	 
	1. Interpretation
	 	 	1	 
	2. Agreement to Sell and Purchase
	 	 	6	 
	3. Purchase Price
	 	 	7	 
	4. Completion
	 	 	9	 
	5. Warranties
	 	 	9	 
	6. Limitations on Claims
	 	 	10	 
	7. Risk and Insurance
	 	 	11	 
	8. Retention of Title
	 	 	11	 
	9. Apportionments and Prepayments
	 	 	12	 
	10. Liabilities of the Seller and the Buyer
	 	 	12	 
	11. Value Added Tax
	 	 	13	 
	12. The Employees
	 	 	13	 
	13. The Customer Contracts
	 	 	14	 
	14. Accounts Receivable and Buyer’s obligations after Completion
	 	 	15	 
	15. Data Protection
	 	 	16	 
	16. Restrictive covenants
	 	 	16	 
	17. Confidentiality and Announcements
	 	 	18	 
	18. Further Assurance
	 	 	19	 
	19. Assignment
	 	 	19	 
	20. Whole Agreement
	 	 	19	 
	21. Variation and Waiver
	 	 	20	 
	22. Costs
	 	 	20	 
	23. Notice
	 	 	20	 
	24. Interest on late payment
	 	 	21	 
	25. Severance
	 	 	22	 
	26. Agreement survives Completion
	 	 	22	 
	27. Third Party Rights
	 	 	22	 
	28. Successors
	 	 	22	 
	29. Counterparts
	 	 	22	 
	30. Language
	 	 	23	 
	31. Governing Law and Jurisdiction
	 	 	23	 
	 
	 	 	 	 
	Schedule
	 	 	 	 
	 
	 	 	 	 
	Schedule 1 Stock Value
	 	 	24	 
	 
	 	 	 	 
	Schedule 2 Completion
	 	 	26	 
	 
	 	 	 	 
	Part 1. Completion obligations
	 	 	26	 
	 
	 	 	 	 
	Part 2. Actions and obligations after completion
	 	 	26	 
	 
	 	 	 	 
	Schedule 3 Apportionment of Purchase Price
	 	 	29	 






 









 






	 	 	 	 	 
	Schedule 4 Warranties
	 	 	30	 
	1. Capacity of the seller
	 	 	30	 
	2. Title to the assets
	 	 	30	 
	3. Toys R Us
	 	 	31	 
	 
	 	 	 	 
	Schedule 5 Strelitz Consultancy Contract
	 	 	32	 
	 
	 	 	 	 
	Schedule 6 Domain Name Assignment
	 	 	33	 
	 
	 	 	 	 
	Appendix  Toys R Us Sales for year to 31 December 2007
	 	 	35	 







 









 








THIS AGREEMENT is dated April 2008




Parties





	(1)	 	CARDS INC. LIMITED incorporated and registered in England and Wales with company number
03329087 whose registered office is at 31 Greenhill Crescent Watford Business Park Watford
WD18 8YB (Seller).
	 
	(2)	 	ESDEVIUM GAMES LIMITED incorporated and registered in England and Wales with company number
03055732 whose registered office is at 27-28 Eastcastle Street London W1W 8DH (Buyer).
	 
	(3)	 	CORGI INTERNATIONAL LIMITED incorporated and registered in Hong Kong whose registered office
is at Unit 711-717, 7F Tower A, New Mandarin Plaza, 14 Science Museum Road, TST East Kowloon,
Hong Kong (Corgi).
	 
	(4)	 	DARREN EPSTEIN of 4 Waterside, Shenley Hill, Radlett WD7 7DY (Mr Epstein).





Background





	(A)	 	The Business is now and has for some time been carried on by the Seller under the Business
Name.
	 
	(B)	 	The Seller has agreed to sell and transfer, and the Buyer has agreed to purchase, the Assets
on the terms and conditions of this agreement.





Agreed Terms





	1.	 	Interpretation
	 
	1.1	 	The definitions and rules of interpretation in clause 1 apply in this agreement.
	 
	 	 	Accounts Receivable: all trade and other debts and accounts receivable and amounts owing to
the Seller on the Effective Time in respect of goods supplied by the Seller in the usual or
ordinary course of carrying on the Business (whether or not invoiced).
	 
	 	 	Assets: the assets other than the Excluded Assets agreed to be sold pursuant to clause 2.1.
	 
	 	 	Assumed Liabilities: the obligations of the Seller at the Effective Time in relation to the
Customer Contracts (but excluding the Excluded Liabilities).
	 
	 	 	Business: the business of selling trading cards, trading card games, stickers and tradable
figure games only carried on by the Seller in the EU under the Business Name at the
Effective Time but not including any other business carried on by the Seller.




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	 	 	Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London
are open for the conduct of usual banking business.
	 
	 	 	Business Name: Cards Inc. or any colourable imitation of it.
	 
	 	 	Claim: a claim under the Warranties and a Claim is connected with another Claim or
Substantiated Claim if they arise out of the occurrence of the same event or relate to the
same subject matter.
	 
	 	 	Companies Acts: the Companies Act 1985 and the Companies Act 2006.
	 
	 	 	Completion: the completion of the sale and purchase of the Assets in accordance with this
agreement.
	 
	 	 	Completion Amount: the sum of £750,000, being the initial consideration for the Assets to
be paid by the Buyer to the Seller in accordance with clause 3 less £60,000 being part of
the sum due to the Buyer by the Seller in the ordinary course of trade at the date of the
Completion Date for goods sold.
	 
	 	 	Completion Date: the date hereof.
	 
	 	 	Consumer: a natural person who, in entering a contract to acquire goods from the Seller is
acting for purposes which are outside his business.
	 
	 	 	Customer Contracts: all contracts, engagements or orders (including conditions of business
pertaining thereto) entered into on or prior to the Effective Time by or on behalf of the
Seller with Customers for the sale of goods by the Seller in connection with, and in the
ordinary course of, the Business which, at the Effective Time, remain to be performed in
whole or in part by the Seller. For this purpose, contracts for the sale of goods shall be
deemed to be completed or performed when the relevant items have been despatched by or at
the direction of the Seller pursuant thereto and, if the relevant contract or agreement so
provides, delivered to or to the order of the other party thereto, for the avoidance of
doubt Customer Contracts shall not include any Accounts Receivable.
	 
	 	 	Customer Data: the Customer personal data (as defined in the DPA 1998) which form part of
the Customer Database.
	 
	 	 	Customer Database: the database owned by the Seller for the purpose of providing products
to Customers.
	 
	 	 	Customers: the customers and former customers of the Business.
	 
	 	 	Deferred Consideration: £750,000.
	 
	 	 	Demand: any action, award, claim or other legal recourse, complaint, cost, debt, demand,
expense, fine, liability, loss, outgoing, penalty or proceeding.
	 
	 	 	Domain Names: www.cardsinc.com,
www.cardsinc.co.uk  and www.cardsinc.net to be assigned to
the Buyer within six months of the Completion Date.
	 
	 	 	DPA 1998: the Data Protection Act 1998.
	 
	 	 	Effective Time: 5.30pm on the Completion Date.




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	 	 	Employees: the persons wholly or mainly employed by the Seller at the Effective Time.
	 
	 	 	Encumbrance: any mortgage, charge (fixed or floating), pledge, lien, hypothecation,
guarantee, trust, right of set-off or other third party right or interest (legal or
equitable) including any assignment by way of security, reservation of title or other
security interest of any kind, howsoever created or arising, or any other agreement or
arrangement (including a sale and repurchase agreement) having similar effect.
	 
	 	 	Excluded Assets: all other assets and rights used by the Seller either in connection with
the Business or otherwise that are not set out in clause 2.1.
	 
	 	 	Excluded Contract Liabilities: all liabilities of the Seller relating to or arising in
connection with:






	 	(a)	 	any breach of contract (including any breach of a Customer Contract) or
breach of duty which are attributable to any act, neglect, omission or default of
the Seller before Completion; or
	 
	 	(b)	 	any product delivered by the Seller before Completion.






	 	 	Excluded Liabilities: the Excluded Contract Liabilities and all the liabilities or
obligations relating to the Business or Assets (other than the Assumed Liabilities) and
outstanding on, or accrued or referable to the period up to and including, the Effective
Time or arising by virtue of the sale and purchase recorded by this agreement, including
any and all liabilities in respect of National Insurance, PAYE, VAT or other Taxation
attributable to the Seller in respect of the Business and the Assets relating to the period
ending on the Effective Time.
	 
	 	 	Goodwill: the goodwill, custom and connection of the Seller in relation to the Business,
together with the exclusive right for the Buyer and its successors and assigns to carry on
the Business under the Business Name and respectively to represent themselves as carrying
on the Business in succession to the Seller including the benefit of all confirmed and
agreed orders and engagements.
	 
	 	 	Insolvency Event: any liquidator, receiver, administrative receiver, administrator or
similar officer is appointed over or in respect of a party or any part of its business or
assets.
	 
	 	 	Interest Rate: interest at a rate of 12 % per annum.
	 
	 	 	Payment Dates: 15 July 2008, 15 October 2008, 15 January 2009, 15 April 2009, 15 July
2009, 15 October 2009, 15 January 2010 and 15 April 2010 (or if the Payments are delayed as
a result of clause 3.6, every 3 months on the 15th of every third month).
	 
	 	 	Purchase Price: the purchase price for the Business and the Assets to be paid by the Buyer
to the Seller and including any reduction for the cessation of payments required as a
result of clause 3.
	 
	 	 	Records: lists of clients, Customers and suppliers (including the Customer Database) for
the period of 36 months ending on the Completion Date, credit reports, price lists,




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	 	 	cost records, work tickets, catalogues, advertising and all the other documents, papers and
records however stored of the Seller relating to the Business or any of the Assets.






	 	 	Retained Stock: trading card inventory and trading card game inventory of the Seller
together with packaging and promotional material for such products, owned and stored on the
Seller’s premises by the Seller in connection with the Business at the Effective Time which
the Buyer has not purchased or does not require.
	 
	 	 	Seller’s Group: the Seller, its holding company and all companies and undertakings which
now or in the future become Subsidiaries or subsidiary undertakings of the Seller or of any
such holding company.
	 
	 	 	Seller’s Solicitors: Orrick, Herrington & Sutcliffe Tower 42 Level 35 Old Broad Street
London EC2N 1HQ.
	 
	 	 	Stock: the trading card game inventory of the Seller together with packaging and
promotional material for such products, owned and stored on the Seller’s premises by the
Seller in connection with the Business at the Effective Time (including any items which,
although subject to reservation of title, are under the control of the Seller but excluding
the Toys ‘R’ Us stock) the amount of which is set out in the Stock Schedule which is
calculated and agreed pursuant to Schedule 1 (Stock Value).
	 
	 	 	Stock Payments: an amount equal to the value of the Stock as determined pursuant to
Schedule 1.
	 
	 	 	Strelitz Consultancy Agreement: the consultancy agreement in the agreed form between the
Buyer and David Strelitz for a period of no less than 3 months at consultancy fees of £400
per day to be entered into at Completion.
	 
	 	 	Subsidiary: in relation to a company wherever incorporated (a holding company) means a
subsidiary as defined in section 736 of the Companies Act 1985 and any other company which
is itself a subsidiary (as so defined) of a company which is itself a subsidiary of such
holding company. Unless the context otherwise requires, the application of this definition
to any company at any time will apply to the company as it was at that time, and a
subsidiary undertaking shall be construed in accordance with section 258 of that Act.
	 
	 	 	Substantiated Claim: is a Claim in respect of which liability is admitted by the Seller,
or which has been adjudicated on by a court of competent jurisdiction and no right of
appeal lies in respect of such adjudication or the parties are prevented by passage of time
or otherwise from making an appeal.
	 
	 	 	Taxation or Tax: all forms of taxation and statutory, governmental, state, federal,
provincial, local, government or municipal charges, duties, imposts, contributions, levies,
withholdings or liabilities wherever chargeable and whether of the UK or any other
jurisdiction; and any penalty, fine, surcharge, interest, charges or costs relating
thereto.
	 
	 	 	Third Party Consent: a consent, licence, approval, authorisation or waiver required from a
third party for the conveyance, transfer, assignment or novation in favour of




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	 	 	the Buyer of any of the Assets or Assumed Liabilities in terms acceptable to the Buyer.






	 	 	Total Stock: the Stock and the Toys R Us Stock.
	 
	 	 	Toys R Us: Toys R Us Limited whose registered office is at Mitre House, 160 Aldersgate
Street, London EC1A 4DD.
	 
	 	 	Toys R Us Contract: the unwritten agreement of no fixed terms or duration between the
Seller and Toys R Us for the Seller to act as “exclusive” supplier of trading cards,
trading card games, trading stickers, tradeable figure games and other such collectables to
Toys R Us.
	 
	 	 	Toys R Us Stock: the inventory owned by the Seller in connection with the Business but
which is held on consignment by Toys R Us pursuant to the Toys R Us Contract.
	 
	 	 	Toys R Us Stock Payment: the sum equal to the agreed value of the Toys R Us Stock at the
Effective Time.
	 
	 	 	Toys R Us Stock Estimated Payment: the sum of £160,000, being the amount payable on
account of the Toys R Us Stock Payment.
	 
	 	 	Transaction: the transaction contemplated by this agreement or any part of that
transaction.
	 
	 	 	TUPE: the Transfer of Undertakings (Protection of Employment) Regulations 2006.
	 
	 	 	TUPE 1981: the Transfer of Undertakings (Protection of Employment) Regulations 1981.
	 
	 	 	VAT: value added tax chargeable under the VATA 1994 and any similar replacement or
additional tax.
	 
	 	 	VATA 1994: the Value Added Tax Act 1994.
	 
	 	 	Warranties: the warranties set out in clause 5 and Schedule 4.
	 
	1.2	 	Clause, schedule and paragraph headings do not affect the interpretation of this agreement.
	 
	1.3	 	A reference to a clause or a schedule is a reference to a clause of, or schedule to, this
agreement. A reference to a paragraph is to a paragraph of the relevant schedule.
	 
	1.4	 	A person includes a natural person, corporate or unincorporated body (whether or not having
separate legal personality) and that person’s personal representatives, successors or
permitted assigns.
	 
	1.5	 	A reference to a company shall include any company, corporation or other body corporate,
wherever and however incorporated.





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	1.6	 	Words in the singular include the plural and in the plural include the singular.
	 
	1.7	 	A reference to one gender includes a reference to the other gender.
	 
	1.8	 	A reference to a particular statute, statutory provision or subordinate legislation is a
reference to it as it is in force from time to time taking account of any amendment or
re-enactment and includes any statute, statutory provision or subordinate legislation which it
amends or re-enacts and subordinate legislation for the time being in force made under it.
Provided that, as between the parties, no such amendment or re-enactment shall apply for the
purposes of this agreement to the extent that it would impose any new or extended obligation,
liability or restriction on, or otherwise adversely affect the rights of, any party.
	 
	1.9	 	A reference to writing or written includes faxes but not e-mail.
	 
	1.10	 	Documents in agreed form are documents in the form agreed by the parties to this agreement
and initialled by them or on their behalf for identification.
	 
	1.11	 	Where the words include(s), including or in particular are used in this agreement, they are
deemed to have the words “without limitation” following them.
	 
	1.12	 	Any obligation in this agreement on a person not to do something includes an obligation not
to agree or allow that thing to be done.
	 
	1.13	 	Where the context permits, other and otherwise are illustrative and shall not limit the sense
of the words preceding them.
	 
	1.14	 	References to times of the day are, unless the context requires otherwise, to London time and
references to a day are to a period of 24 hours running from midnight on the previous day.
	 
	2.	 	Agreement to Sell and Purchase
	 
	2.1	 	Unless expressly provided in this agreement, the Seller shall sell with full title guarantee
and the Buyer shall purchase free from all Encumbrances with effect from the Effective Time:






	 	(a)	 	the Goodwill;
	 
	 	(b)	 	the benefit (subject to the burden) of the Customer Contracts and the
Toys R Us Contract;
	 
	 	(c)	 	the Total Stock; and




6









 






	 	(d)	 	the Records.






	2.2	 	The Domain Names will be assigned within 6 months of the Completion Date.
	 
	2.3	 	The Excluded Assets shall be excluded from the sale under this agreement.
	 
	2.4	 	The sale and purchase of each of the Assets is interdependent and shall be completed
simultaneously.
	 
	2.5	 	The Purchase Price shall be apportioned between the Assets as shown or determined in
accordance with Schedule 3.
	 
	2.6	 	The Seller agrees that the apportionment of the Purchase Price pursuant to clause 2.4 above
shall not in any way limit the Buyer’s remedies or any remedies or any amount recoverable by
the Buyer in respect of the Assets.
	 
	2.7	 	For the avoidance of doubt, the Buyer shall be entitled to the benefit of all contracts
relating to the Business placed by any Customer with the Seller on or after the Effective
Time, and any payment relating to or connected with any such contract that is or has been
received by the Seller shall be paid to the Buyer immediately on receipt.
	 
	3.	 	Purchase Price
	 
	3.1	 	The Purchase Price shall be paid by electronic transfer, to such account as the Seller
notifies the Buyer in writing before Completion, in cash by the Buyer as follows:






	 	(a)	 	the Completion Amount shall be paid to the Seller at Completion;
	 
	 	(b)	 	the Toys R Us Stock Estimated Payment shall be paid to the Seller at
Completion;
	 
	 	(c)	 	the Deferred Consideration shall, subject to clause 3.3, be paid to the
Seller in eight equal instalments on or before each of the Payment Dates;
	 
	 	(d)	 	the balance of the Toys R Us Stock Payment (being the amount equal to
the Toys R Us Stock Payment less the Toys R Us Estimated Payment) shall be paid to
the Seller on or before 11 April 2008;
	 
	 	(e)	 	the Stock Payments shall be paid in 10 equal monthly instalments on the
1st of every month commencing on 1 June 2008 PROVIDED THAT the Stock Payments shall
first be applied to offset the sum of £60,573 (being the balance due to the Buyer
by the Seller in the ordinary course of trade at the Completion Date for goods
sold) and thereafter shall be paid to the Seller.




7









 












	3.2	 	The Purchase Price shall be deemed to be reduced by the amount of any payment made to the
Buyer for a breach of any Warranty and the reduction shall be allocated as nearly as possible
to the Assets to which the breach or indemnity relates or, if that is not practicable or
possible, in such manner as the Buyer shall decide.
	 
	3.3	 	The Buyer shall actively and diligently service the Toys R Us Contract after the Completion
Date and shall use all reasonable endeavours to sell products to Toys R Us. However, if after
a period of 12 months from the Completion Date (the Toys R Us Sales Period), the total sales
(excluding VAT) for the Toys R Us Sales Period amount to less than £1,000,000 the Buyer shall
not be required to pay any remaining Deferred Consideration after 15 April 2009, save to the
extent that such Further Consideration remains unpaid and has become due on or before 15 April
2009.
	 
	3.4	 	The Buyer shall provide true and accurate monthly reports setting out the number and value of
all sales to Toys R Us for such month. The Seller shall be entitled to obtain confirmation of
such monthly reports from Toys R Us and the Buyer shall provide any consents, authorisations
or instructions required by Toys R Us in order to obtain such confirmation. The Seller
confirms that the Buyer will satisfy its obligations under this clause if it supplies to the
Seller each month a copy of the monthly summary sheet from Toys R Us within 3 Business Days
from receipt of such sheet from Toys R Us.
	 
	3.5	 	If the Seller or Buyer receives written notice that any governmental or regulatory body is
commencing an investigation of the Transaction then all outstanding payments under this clause
shall be immediately suspended and shall re-commence following written confirmation that the
investigation has been ceased and that no further action will be taken.
	 
	3.6	 	If as a result of any investigation referred to in clause 3.5 above the Transaction is deemed
illegal or prohibited or conditions such as disposal of assets are imposed by such body which
the Buyer acting reasonably does not deem acceptable:






	 	(a)	 	the Buyer shall use all its best endeavours to return, assign and hand
back the Business and Assets to the Seller; and
	 
	 	(b)	 	the Seller shall repay the Purchase Price less an amount equal to the
proceeds of any Stock sold after the date hereof.






	 	 	The above actions shall be completed within 28 days of the Buyer and the Seller receiving
written notification from the governmental or regulatory authority that the Transaction is
deemed illegal or prohibited. The parties shall negotiate and agree in good faith such
security as is required by the Buyer over the assets of the Seller to secure the repayment
of the Purchase Price and the Seller shall repay all reasonable




8









 






	 	 	third party costs and expenses of the Buyer in enforcing the repayment of the Purchase
Price pursuant to this clause up to a maximum amount of £30,000.






	3.7	 	If Toys R Us becomes subject to an Insolvency Event while any payments remain outstanding
pursuant to this agreement, all outstanding payments pursuant to clause 3.1 owed by the Buyer
shall be cancelled and the Purchase Price shall be deemed to be paid in full.
	 
	4.	 	Completion
	 
	4.1	 	Completion shall take place on the Completion Date:






	 	(a)	 	at the offices of Orrick, Herrington & Sutcliffe; or
	 
	 	(b)	 	at any other place agreed in writing by the Seller and the Buyer.






	4.2	 	At Completion, the Seller shall comply with its obligations set out in Part 1 of Schedule 2.
	 
	4.3	 	At Completion, and subject to the Seller having complied with clause 4.2, the Buyer shall:






	 	(a)	 	pay the Completion Amount and the Toys R Us Stock Payment in accordance
with clause 3.1;
	 
	 	(b)	 	deliver to the Seller the duly executed Strelitz Consultancy Agreement;
	 
	 	(c)	 	deliver to the Seller a certified copy of the resolution adopted by the
board of directors of the Buyer authorising the Transaction and the execution and
delivery by the officers specified in the resolution of this agreement, and any
other documents referred to in this agreement as being required to be delivered by
it.






	4.4	 	Following Completion, the Buyer and the Seller shall each comply with their respective
obligations set out in Part 2 of Schedule 2.
	 
	5.	 	Warranties
	 
	5.1	 	The Seller warrants to the Buyer that each Warranty is true and accurate.
	 
	5.2	 	Each of the Warranties is separate and, unless expressly provided to the contrary, is not
limited by reference to any other Warranty or anything in this agreement.
	 
	5.3	 	The Buyer warrants to the Seller that the following warranties are true and accurate:




9









 












	 	(a)	 	The Buyer has all requisite power and authority, and has taken all
necessary corporate action, to enable it to enter into and perform this agreement
and all agreements and documents entered into, or to be entered into, pursuant to
the terms of this agreement.
	 
	 	(b)	 	Subject to any competition law or other regulatory issues, this
agreement and all other agreements and documents referred to in it constitute (or
shall when executed constitute) valid, legal and binding obligations on the Buyer
enforceable in accordance with their respective terms.
	 
	 	(c)	 	The Buyer does not require the consent, approval or authority of any
other person to enter into or perform its obligations under this agreement. The
Buyer’s entry into and performance of this agreement will not constitute any breach
of or default under any contractual, governmental or public obligation binding on
it, and the Buyer is not engaged in any litigation or arbitration proceedings which
might have an effect on its capacity or ability to perform its obligations under
this agreement and no such legal or arbitration proceedings have been threatened
against it.






	6.	 	Limitations on Claims
	 
	6.1	 	This clause limits the liability of the Seller in relation to any Claim.
	 
	6.2	 	The liability of the Seller for all Substantiated Claims when taken together shall not exceed
the Completion Amount, Deferred Consideration to the extent paid and the Toys R Us Stock
Payment.
	 
	6.3	 	The Seller shall not be liable for a Claim unless:






	 	(a)	 	the amount of each individual Substantiated Claim exceeds £5,000; and
	 
	 	(b)	 	the amount of all individual Substantiated Claims that are not excluded
under clause 6.3(a) when taken together exceeds £100,000 in which event the whole
amount of the Substantiated Claim, or series of connected Substantiated Claims, is
recoverable (and not just the amount by which the limits are exceeded).






	6.4	 	The Seller shall not be liable for a Claim unless the Buyer has given the Seller notice of
the Claim, specifying (in reasonable detail) the nature of the Claim and the amount claimed
within the period of 24 months beginning with the Completion Date, and the liability of the
Seller for the Claim specified in such notice shall absolutely determine and cease (unless the
amount payable in respect of such Claim has been agreed by the Seller within 2 months of the
date of such written notice) if legal proceedings have not been instituted in respect of such
Claim, by the due service of process on the Seller within 6 months of such written notice.




10









 






	6.5	 	Nothing in this clause 6 seeks to limit the liability of the Seller for fraud or wilful
concealment.






	7.	 	Risk and Insurance
	 
	7.1	 	The Assets shall be at the risk of the Buyer from the Effective Time.
	 
	7.2	 	All profits and receipts of the Business (other than Accounts Receivable), all losses and,
subject to clause 9, all outgoings incurred or payable by the Seller in connection with the
Business and referable only to the period up to and including the Effective Time shall belong
to, and be paid and discharged by, the Seller.
	 
	7.3	 	All profits and receipts of the Business and, subject to clause 9, all losses and outgoings
incurred or payable by the Seller in connection with the Business including the Assumed
Liabilities payable by the Seller in connection with the Business and referable only to the
period from the Effective Time shall belong to, and be paid and discharged by, the Buyer.
	 
	7.4	 	Subject to clause 9, any profits, receipts, losses and outgoings of the Business incurred or
payable by the Seller in connection with the Business and referable to periods before and
after the Effective Time shall be apportioned on a time basis, and shall be treated in the
same manner as other apportionments made pursuant to clause 9.
	 
	7.5	 	Nothing in this agreement shall have the effect of making the Buyer liable in any way under
any guarantees or warranties given by the Seller to any Customer in relation to goods sold by
the Seller prior to the Effective Time, the liability for which shall remain absolutely with
the Seller.
	 
	8.	 	Retention of Title
	 
	8.1	 	Notwithstanding any other provision of this agreement, title to the Stock delivered to the
Buyer shall not pass to the Buyer until the Seller has received payment in full pursuant to
clause 3.1.
	 
	8.2	 	Until title to the Stock has passed to the Buyer, the Buyer shall:






	 	(a)	 	hold the Stock on a fiduciary basis as the Seller’s bailee;
	 
	 	(b)	 	store the Stock separately from all other goods held by the Buyer so
that they remain readily identifiable as the Seller’s property;




11









 






	 	(c)	 	not remove, deface or obscure any identifying mark or packaging on or
relating to the Stock; and
	 
	 	(d)	 	maintain such Stock in satisfactory condition and keep them insured on
the Seller’s behalf for their full price against all risks with an insurer that is
reasonably acceptable to the Seller. The Buyer shall obtain an endorsement of the
Seller’s interest in the Stock on its insurance policy, subject to the insurer
being willing to make the endorsement. On request the Buyer shall allow the Seller
to inspect the Stock and the policy of insurance,






	 	 	but the Buyer may resell or use the Stock in the ordinary course of its business.
	 
	8.3	 	If before title to the Stock passes to the Buyer and the Buyer becomes subject to an
Insolvency Event then, provided that the Stock has not been resold and without limiting any
other right or remedy the Seller may have, the Seller may at any time require the Buyer to
deliver up the Stock or such part of the Stock as has not been resold and, if the Buyer fails
to do so promptly, enter any premises of the Buyer or of any third party where the Stock are
stored in order to recover them.
	 
	9.	 	Apportionments and Prepayments
	 
	9.1	 	All money or other items belonging to the Buyer, which are received by the Seller on or after
the Effective Time in connection with the Business or any of the Assets, shall be held in
trust for the Buyer and shall be paid promptly to the Buyer.
	 
	9.2	 	All money or other items belonging to the Seller, which are received by the Buyer on or after
the Effective Time in connection with the Business or any of the Assets, shall be held in
trust for the Seller and shall be paid promptly to the Seller.
	 
	10.	 	Liabilities of the Seller and the Buyer
	 
	10.1	 	The Buyer shall:






	 	(a)	 	with effect from the Effective Time, assume responsibility for and
indemnify and hold the Seller harmless against the payment and performance of the
Assumed Liabilities and shall pay or perform the Assumed Liabilities in accordance
with practice similar to the present performance of the Seller in the payment or,
as the case may be, the performance of the Assumed Liabilities; and
	 
	 	(b)	 	pay, satisfy or discharge all debts, liabilities and obligations
incurred by the Buyer in connection with the Business after Completion.




12









 












	10.2	 	Nothing in this agreement shall pass to the Buyer, or shall be construed as acceptance by the
Buyer of, any liability, debt or other obligation of the Seller (whether accrued, absolute,
contingent, known or unknown) for anything done or omitted to be done before Completion in the
course of or in connection with the Business or the Assets (save to the extent that any such
liability is included in the Assumed Liabilities) and the Seller shall:






	 	(a)	 	indemnify and hold the Buyer harmless against any and all obligations,
liabilities and Demands arising therefrom, including the Excluded Liabilities; and
	 
	 	(b)	 	perform any obligation falling due for performance or which should have
been performed before Completion, including the Excluded Liabilities.






	11.	 	Value Added Tax
	 
	 	 	All amounts payable under this Agreement are calculated without regard to VAT and expressed
exclusive of any amount of VAT. If any such payment constitutes the whole or any part of
the consideration for a taxable, or deemed taxable, supply the amount of the payment shall
be increased by an amount equal to the VAT which is chargeable in respect of the taxable
supply in question PROVIDED THAT any amount due under this Clause 11 shall not become due
until the recipient of the supply has received a valid VAT invoice in relation to the
amount due.
	 
	12.	 	The Employees
	 
	12.1	 	The parties agree that the such is the nature of the Assets sold pursuant to this agreement,
that the sale and purchase pursuant to this agreement will not constitute a relevant transfer
of any Employees for the purposes of TUPE. Mr Mark Hillier and Mr Luke Hillier, the Seller’s
principal contacts with Toys R Us shall upon reasonable notice and at mutually convenient
times be made available to the Buyer for four months from the Completion Date provide
reasonable assistance to the Buyer with the relationship with Toys R Us.
	 
	12.2	 	Without prejudice to the other provisions of this clause 12, the Seller shall, at its own
expense, give the Buyer such assistance as the Buyer may reasonably require to contest any
Demand by any person employed or engaged in the Business at or before the Effective Time or
their representatives resulting from or in connection with this agreement, subject always to
the Seller’s obligations under the DPA 1998.




13









 






	13.	 	The Customer Contracts






	13.1	 	The Seller shall, with effect from the Effective Time, assign to the order of the Buyer, or
procure the assignment to the order of the Buyer of, all the Customer Contracts which are
capable of assignment without a Third Party Consent.
	 
	13.2	 	If any of the Customer Contracts cannot be assigned or novated without obtaining a Third
Party Consent, then the Seller shall use all reasonable endeavours to obtain such consents.
	 
	13.3	 	Insofar as any of the Customer Contracts cannot be assigned or novated to the Buyer without
Third Party Consent, and such consent is refused or otherwise not obtained, or where any of
the Customer Contracts are incapable of transfer to the Buyer by assignment, novation or other
means:






	 	(a)	 	the Seller shall at the Buyer’s request and cost use all its reasonable
endeavours with the co-operation of the Buyer to procure such assignment or
novation;
	 
	 	(b)	 	unless and until any such Customer Contract is assigned or novated, the
Seller shall continue its corporate existence and shall hold such Customer Contract
and any monies, goods or other benefits received thereunder as trustee for the
Buyer and its successors in title absolutely;
	 
	 	(c)	 	the Buyer shall (if such sub-contracting is permissible and lawful
under the Customer Contract in question and to the extent that they are Assumed
Liabilities), as the Seller’s sub-contractor, perform all the obligations of the
Seller under such Customer Contract and, where sub-contracting is not permissible,
the Buyer shall perform such obligations as agent for the Seller; and
	 
	 	(d)	 	unless and until any such Customer Contract is assigned or novated, the
Seller shall (so far as it lawfully may) at the Buyer’s cost give all such
assistance as the Buyer may reasonably require to enable the Buyer to enforce its
rights under such Customer Contract and (without limitation) shall provide access
to all relevant books, documents and other information in relation to such Business
Contract as the Buyer may require from time to time.






	13.4	 	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 Customer Contract.
	 
	13.5	 	If Third Party Consent to assignment or novation of a Customer Contract is refused, or
otherwise not obtained on terms reasonably satisfactory to the Buyer within 30






14












 






	 	 	Business Days of the Completion Date, the Buyer shall be entitled, at its sole discretion,
to require the Seller to serve proper notice to terminate that Customer Contract.
	 
	13.6	 	Nothing in this clause 13 or elsewhere in this agreement shall have the effect of making the
Buyer liable in any way under any guarantees or warranties given by the Seller to any Customer
in relation to goods sold by the Seller before the Effective Time, the liability for which
shall remain absolutely with the Seller.
	 
	13.7	 	The Seller shall indemnify and hold the Buyer harmless from and against all Demands of
whatsoever nature relating to and payable in respect of the Business or Assets which are
attributable to the period up to and including the Effective Time, including any act or
omission on the part of the Seller in relation to the Customer Contracts or any defects in, or
alleged defects in, goods supplied or services provided prior to the Effective Time, and in
particular any claim under any warranty or under the Sale of Goods Act 1979.
	 
	13.8	 	The Buyer acknowledges that the Toys R Us Contract is unwritten and has no fixed terms other
than those implied by conduct or law and therefore the Seller shall not be liable for any
loss, costs or expenses of the Buyer, resulting from:






	 	(a)	 	a failure to assign or novate the Toys R Us Contract pursuant to this
clause 13;
	 
	 	(b)	 	the termination of the Toys R Us Contract; or
	 
	 	(c)	 	the fact that the Toys R Us Contract is unwritten and has no fixed
terms other than those implied by conduct.






	14.	 	Accounts Receivable and Buyer’s obligations after Completion
	 
	14.1	 	The Buyer shall not acquire the Accounts Receivable, which shall remain the property and
responsibility of the Seller.
	 
	14.2	 	Notwithstanding that the Accounts Receivable are Excluded Assets, where the Buyer is paid any
Accounts Receivable on behalf of the Seller by customers it shall pay such monies to the
Seller, but shall not be bound to take any legal proceedings or other steps to recover the
same save as may be usual in the ordinary course of business. The Buyer shall account to the
Seller within five business days of collecting or receiving any Accounts Receivable.
	 
	14.3	 	The Seller will be solely responsible for recovery of the Accounts Receivable directly.
Subject to clause 14.2, the Buyer shall have no responsibility for such recovery..




15









 












	15.	 	Data Protection
	 
	15.1	 	Notwithstanding any other provision of this agreement, the Buyer undertakes that, on receipt
of the Customer Database on the Completion Date it shall duly observe all its obligations
under the DPA 1998 which arise in connection with processing Customer Data.
	 
	15.2	 	The Buyer shall indemnify and hold the Seller harmless against, any and all Demands
(including legal expenses) incurred by the Seller which arise directly or indirectly out of or
in connection with processing the Customer Data by the Buyer, including those arising out of
any third party demand, claim or action, or any breach of contract, negligence, fraud, wilful
misconduct, breach of statutory duty or non-compliance with the data protection obligations
set out in this clause 15 or any part of the DPA 1998 by the Buyer, its employees, agents or
sub-contractors.
	 
	16.	 	Restrictive covenants
	 
	16.1	 	Neither the Seller nor any member of the Seller Group (and the Seller shall procure
compliance by the Seller Group) nor Corgi nor Mr Epstein shall directly or indirectly:






	 	(a)	 	during the period of 3 years beginning with the Completion Date, in any
geographic areas in the EU (as constituted at the date hereof) in which the
Business was carried on at the Completion Date, carry on or be employed, engaged or
interested in any business which competes with the Business as the Business was
carried on at the Completion Date;
	 
	 	(b)	 	during the period of 3 years beginning with the Completion Date, deal
with or seek the custom of any person that is at the Completion Date, or that has
been at any time during the period of 12 months immediately preceding that date, a
client or customer of the Business to the extent that such custom or dealings would
be in competition with the Business;
	 
	 	(c)	 	after the Effective Time seek the custom of any Consumer during the
period of 3 years beginning with the Completion Date to the extent that such custom
or dealings would be in competition with the Business;
	 
	 	(d)	 	use in the course of any business the words “Cards Inc.” or anything
which is, in the reasonable opinion of the Buyer, capable of confusion with such
words, mark, name, design or logo;
	 
	 	(e)	 	at any time during the period of 3 years beginning with the Completion
Date, solicit or entice away from the Business any supplier to the Business who has
supplied goods to the Business at any time during the 12 months immediately
preceding the Completion Date if that solicitation or




16









 






	 	 	 	enticement causes or would cause such supplier to cease supplying, or materially
reduce its supply of, those goods and/or services to the Business;






	 	(f)	 	during the period of 3 years beginning with the Completion Date
purchase trading cards, trading card games, stickers, tradeable miniature games or
similar games or collectable products for resale in the EU.






The liability of those making such undertakings in this clause shall be several and
individual.




The Seller acknowledges that damages may not be an adequate remedy for breach of this
clause and without prejudice to any other remedies available to the Buyer, the Buyer
shall have the right to apply for interlocutory relief to restrain any breach of this
clause.




	16.2	 	The undertakings in this clause 16 are intended for the benefit of the Buyer and apply to
actions carried out by the Seller (or any member of the Seller Group or Mr Epstein) in any
capacity, and whether directly or indirectly, on behalf of the Seller (or any member of the
Seller Group or Mr Epstein), or on behalf of any other person or jointly with any other
person.
	 
	16.3	 	Nothing in this clause 16 prevents the Seller from selling any of the Retained Stock to any
customer at any time up to 31 December 2008.
	 
	16.4	 	If the Buyer fails to pay any of the amounts set out in clause 3.1, within 14 days of them
being due the Seller shall be released from its obligations pursuant to clause 16.1 and such
clauses shall be deemed void and unenforceable.
	 
	16.5	 	Each of the covenants in this clause 16 is:






	 	(a)	 	a separate undertaking by the Seller and shall be enforceable by the
Buyer separately and independently of its right to enforce any one or more of the
covenants in this clause 16; and
	 
	 	(b)	 	considered fair and reasonable by the parties, but if any restriction
is found to be unenforceable but would be valid if the period were reduced, the
restriction shall apply with the period reduced to such other period which renders
it enforceable.






	16.6	 	Notwithstanding any of this clause 16, the Seller shall be permitted to carry on all other
businesses run by it at Completion or at any time after Completion, to the extent that they
shall not be in direct competition with the Business.




17









 












	17.	 	Confidentiality and Announcements
	 
	17.1	 	The Seller undertakes to the Buyer to keep confidential all the information that it has
acquired about the Buyer and all Business Information and to use such information only for the
purposes contemplated by this agreement.
	 
	17.2	 	The Buyer undertakes to the Seller to keep confidential the terms of this agreement and all
information that it has acquired about the Seller and the Seller Group and to use the
information only for the purposes contemplated by this agreement.
	 
	17.3	 	No party is required to keep confidential or to restrict its use of information that:






	 	(a)	 	is or becomes public knowledge other than as a direct or indirect
result of being disclosed in breach of this agreement; or
	 
	 	(b)	 	the parties agree in writing is not confidential; or
	 
	 	(c)	 	has been lawfully disclosed to the relevant party by a third party and
that it has acquired free from any obligation of confidence to any other person.






	17.4	 	Either party may disclose any information that it is otherwise required to keep confidential
under this clause 17:






	 	(a)	 	to such professional advisers, consultants and employees or officers of
its group as are reasonably necessary to advise on this agreement, or to facilitate
the Transaction, provided that the disclosing party procures that the people to
whom the information is disclosed keep it confidential as if they were that party;
or
	 
	 	(b)	 	with the written consent of the other party; or
	 
	 	(c)	 	to the extent that the disclosure is required:






	 	(i)	 	by law; or
	 
	 	(ii)	 	by a regulatory body, tax authority or securities
exchange; or
	 
	 	(iii)	 	to make any filing with, or obtain any authorisation
from, a regulatory body, tax authority or securities exchange; or
	 
	 	(iv)	 	under any arrangements in place under which
negotiations relating to terms and conditions of employment are conducted;
or
	 
	 	(v)	 	to protect the disclosing party’s interest in any
legal proceedings,






but shall use reasonable endeavours to consult the other party and to take into
account any reasonable requests it may have in relation to the disclosure before
making it.



18









 






	17.5	 	Each party shall supply the other with any information about itself, its group or this
agreement as the other may reasonably require for the purposes of satisfying the requirements
of a law, regulatory body or securities exchange to which the requiring party is subject.
	 
	17.6	 	No announcement, circular or other publicity in connection with the subject matter of this
agreement (other than as permitted by this agreement) shall be made prior to Completion by or
on behalf of the Seller or the Buyer without the approval of the other as to its content, form
and manner of publication (such approval not to be unreasonably withheld or delayed), except
that any announcement, circular or other publicity required to be made or issued by the Seller
or the Buyer pursuant to any legal or regulatory authority may be made or issued by the Seller
or the Buyer without such approval. The Buyer and the Seller shall consult together on the
form of any such announcement, circular or other publicity and the other party shall promptly
provide such information and comment as the party issuing such announcement, circular or other
publicity may from time to time reasonably request.
	 
	18.	 	Further Assurance
	 
	 	 	The Seller shall (at its own expense) promptly execute and deliver all such documents, and
do all such things, as the Buyer may from time to time reasonably require for the purpose
of giving full effect to the provisions of this agreement.
	 
	19.	 	Assignment
	 
	19.1	 	Except as otherwise provided in this agreement, no party may assign, or grant any Encumbrance
over or deal in any way with any of its rights under this agreement or any document referred
to in it.
	 
	19.2	 	Each person that has rights under this agreement is acting on its own behalf.
	 
	20.	 	Whole Agreement
	 
	20.1	 	This agreement, and any documents referred to in it, constitute the whole agreement between
the parties and supersede any previous arrangement, understanding or agreement between them
relating to the subject matter they cover.
	 
	20.2	 	Each party acknowledges that, in entering into this agreement, it has not relied on any
statement, representation, assurance or warranty (whether made negligently or innocently)
other than those expressly set out in this agreement or the documents referred to in it.




19









 












	20.3	 	Each party agrees that all liability for and remedies in respect of any representations are
excluded except as expressly provided in this agreement.
	 
	20.4	 	Nothing in this Agreement shall limit or exclude any liability for fraud or death or personal
injury caused by a party’s negligence.
	 
	21.	 	Variation and Waiver
	 
	21.1	 	A variation of this agreement shall be in writing and signed by or on behalf of each party.
	 
	21.2	 	Any waiver of any right under this agreement is only effective if it is in writing and signed
by the waiving or consenting party and it applies only in the circumstances for which it is
given and shall not prevent the party who has given the waiver or consent from subsequently
relying on the provision it has waived.
	 
	21.3	 	No failure to exercise or delay in exercising any right or remedy provided under this
agreement or by law constitutes a waiver of such right or remedy or shall prevent any future
exercise in whole or in part thereof.
	 
	21.4	 	No single or partial exercise of any right or remedy under this agreement shall preclude or
restrict the further exercise of any such right or remedy.
	 
	21.5	 	Unless specifically provided otherwise, rights arising under this agreement are cumulative
and do not exclude rights provided by law.
	 
	22.	 	Costs
	 
	22.1	 	Unless otherwise provided, all costs and expenses in connection with the negotiation,
preparation, execution and performance of this agreement, and any documents referred to in it,
shall be borne by the party that incurred the costs.
	 
	22.2	 	Any Tax payable on this agreement (or any document referred to in it), or on the transfer of
the Business or any of the Assets shall be paid by the Buyer.
	 
	23.	 	Notice
	 
	23.1	 	A notice given under this agreement:






	 	(a)	 	shall be in writing in the English language (or be accompanied by a
properly prepared translation into English);




20









 












	 	(b)	 	shall be sent for the attention of the person, and to the address or
fax number, given in this clause 23 (or such other address, fax number or person as
the relevant party may notify to the other party); and
	 
	 	(c)	 	shall be:






	 	(i)	 	delivered personally; or
	 
	 	(ii)	 	delivered by commercial courier; or
	 
	 	(iii)	 	sent by pre-paid special delivery.






	23.2	 	The addresses for service of notice are:






	 	(a)	 	The Seller/Corgi/Mr. Epstein
	 
	 	 	 	Address: 31 Greenhill Crescent, Watford Business Park, Watford WD18 8YB
	 
	 	 	 	For the attention of: The Company Secretary / CEO
	 
	 	(b)	 	ESDEVIUM GAMES LIMITED
	 
	 	 	 	Address: 6 Waterbrook Road, Alton GU34 2UD
	 
	 	 	 	For the attention of: Daniel Steel, Managing Director






	23.3	 	A notice is deemed to have been received:






	 	(a)	 	if delivered personally, at the time of delivery; or
	 
	 	(b)	 	if delivered by commercial courier, at the time of signature of the
courier’s receipt; or
	 
	 	(c)	 	if sent by special delivery, 48 hours from the date of posting; or
	 
	 	(d)	 	if deemed receipt under the previous paragraphs of this clause 23.3 is
not within business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day
that is a Business Day), when business next starts in the place of deemed receipt.






	23.4	 	For the avoidance of doubt, a notice under this agreement shall not be valid if sent by
e-mail or post (other than special delivery).
	 
	24.	 	Interest on late payment
	 
	24.1	 	Where a sum is required to be paid under this agreement but is not paid before or on the date
the parties agreed, the party due to pay the sum shall pay interest on that sum at the
Interest Rate for the period beginning with the date on which the payment was




21









 












	 	 	due and ending with the date the sum is paid (and the period shall continue after as well
as before judgment). Interest shall accrue on a daily basis and be compounded quarterly.
	 
	24.2	 	This clause 24 is without prejudice to any claim for interest under the Late Payment of
Commercial Debts (Interest) Act 1998.
	 
	25.	 	Severance
	 
	25.1	 	If any provision of this agreement (or part of a provision) is found by any court or
administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the
other provisions shall remain in force.
	 
	25.2	 	If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if
some part of it were deleted, the provision shall apply with whatever modification is
necessary to give effect to the commercial intention of the parties.
	 
	26.	 	Agreement survives Completion
	 
	 	 	This agreement (other than obligations that have already been fully performed) remains in
full force after Completion.
	 
	27.	 	Third Party Rights
	 
	 	 	This agreement and the documents referred to in it are made for the benefit of the parties
to them and their successors and permitted assigns, and are not intended to benefit, or be
enforceable by, anyone else.
	 
	28.	 	Successors
	 
	 	 	The rights and obligations of the parties shall continue for the benefit of and shall be
binding on their respective successors and assigns.
	 
	29.	 	Counterparts
	 
	 	 	This agreement may be executed in any number of counterparts, each of which is an original
and which together have the same effect as if each party had signed the same document.




22









 












	30.	 	Language
	 
	 	 	If this agreement is translated into any language other than English, the English language
text shall prevail.
	 
	31.	 	Governing Law and Jurisdiction
	 
	31.1	 	This agreement and any disputes or claims arising out of or in connection with its subject
matter are governed by and construed in accordance with the law of England.
	 
	31.2	 	The parties irrevocably agree that the courts of England have exclusive jurisdiction to
settle any dispute or claim that arises out of or in connection with this agreement.




This agreement has been entered into on the date stated at the beginning of it.




23









 








Schedule 1 Stock Value





	1.	 	The Seller and the Buyer shall procure that the day after the Effective Time on delivery of
the Stock to the Buyer the Seller’s and Buyer’s employees or agents shall jointly agree the
quantities delivered and check the Stock. As soon as the stock-take has been completed, the
representatives of the Seller and the Buyer shall agree a schedule of it (Stock Schedule) and
initial it indicating their agreement with the Stock Schedule. Any dispute shall be resolved
as provided in this Schedule 1.
	 
	2.	 	If within 5 Business Days of the Effective Date the Seller and the Buyer fail to agree the
Stock Schedule (such failure to agree being referred to as a Dispute), the Dispute shall be
referred for final decision to an independent chartered accountant (Expert).
	 
	3.	 	The Expert shall be appointed by agreement between the Seller and the Buyer within 5 Business
Days of the Dispute arising or, failing agreement on the appointment of the Expert, on the
application of either party to the President for the time being of the Institute of Chartered
Accountants in England and Wales.
	 
	4.	 	Each party shall provide or procure that the other party provides the Expert with access to
documents and comply with other reasonable requests and shall be entitled to make written
representations concerning the Dispute to the Expert on one occasion only.
	 
	5.	 	Any determination concerning the Dispute which is made by the Expert shall be made without
liability on the part of the Expert other than for gross negligence or bad faith and except
for any manifest error shall be conclusive and binding on the parties. The Stock Schedule
determined by the Expert shall then be used for the purpose of the Purchase Price.
	 
	6.	 	The Expert shall act as an expert and not as an arbitrator when making any such
determination.
	 
	7.	 	The costs and expenses of the Expert shall be borne by the parties in such proportion as the
Expert shall direct having regard to the relative merits of each party’s position in relation
to the Dispute or, in the absence of such direction, equally by the Seller and the Buyer.
	 
	8.	 	Any time period specified in this Schedule 1 may be extended by written agreement between the
Seller and the Buyer.




24









 












	9.	 	The value of the Stock agreed or determined pursuant to this Schedule shall be treated as the
value of the Stock for the purpose of any payments under clause 3.1(d).




25









 











Schedule 2 Completion




Part 1. Completion obligations





	1.	 	The Seller shall deliver, or procure delivery, to the Buyer of or make available to the
Buyer:






	 	(a)	 	physical possession of all the Assets capable of passing by delivery,
with the intent that title in such Assets shall pass to the Buyer by and on such
delivery subject to clause 8 (Retention of Title);
	 
	 	(b)	 	the Customer Contracts and the books, accounts, reference lists of
customers, credit reports, price lists, cost records, work tickets, catalogues,
advertising and all other documents, papers and records in the possession or under
the control of the Seller relating to any of the Assets duly written up to the
Completion Date;
	 
	 	(c)	 	the Records;
	 
	 	(d)	 	a copy of the minutes of a meeting of the directors of the Seller in
the agreed form authorising the execution by the Seller of this agreement;
	 
	 	(e)	 	the signed Strelitz Consultancy Agreement substantially in the form set
out in Schedule 5.





Part 2. Actions and obligations after completion





	2.	 	As soon as practicable after Completion, the Seller 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.
	 
	3.	 	All correspondence, information, orders, enquiries and other documentation, items and all
money relating to or connected with the Business or the Assets received by the Seller, or by
any member of the Seller Group, on or after Completion shall be immediately passed or paid (as
the case may be) to the Buyer or as it may direct.
	 
	4.	 	On and at any time after Completion, the Seller shall give or procure to be given to the
Buyer all such information and other assistance (including particulars of Customers, suppliers
and others who have dealt with the Seller in connection with the Business) that the Buyer may
reasonably require for the conduct of the Business and for the purpose of implementing the
provisions of this agreement.




26









 












	5.	 	The Seller shall, if so required by the Buyer on or at any time after Completion and at the
Buyer’s expense, send a circular (in a form provided by the Buyer) to persons who have had
dealings with the Seller in connection with the Business, announcing the transfer to the Buyer
of the Business and the Goodwill and shall make an official announcement for US Nasdaq
purposes before markets open on the morning (New York time) of the first Business Day
following the Completion Date.
	 
	6.	 	The Seller shall give to the Buyer reasonable access during business hours to the books,
accounts, records and returns of the Seller relating to or in connection with the Business as
the Buyer may require (including the right to take copies and extracts on reasonable advance
notice) and shall keep them in good order.
	 
	7.	 	The Seller shall promptly notify the Buyer of any Demands against the Seller brought by any
third party in respect of any goods manufactured or services supplied by the Seller or in
respect of the Assets or the operation of the Business. The Seller shall not, without the
Buyer’s prior written consent, take any other steps in relation to such claims which might
reasonably be expected to damage the commercial interests of the Buyer. If the Buyer considers
that it is desirable to take preventative action with a view to avoiding such claims against
the Seller, the Buyer shall consult with the Seller with a view to deciding what preventative
action may be taken and if the Seller agrees with the Buyer the preventative action to be
taken (such agreement not to be unreasonably withheld), the Seller shall bear the cost of that
action.
	 
	8.	 	The Seller shall (at its own expense):






	 	(a)	 	provide that within 1 month after Completion, the name of the Seller
shall be changed so as to omit the word Cards Inc. or any confusingly similar word
or name;
	 
	 	(b)	 	provide that the Seller and each member of the Seller Group shall give
the Buyer such assistance as the Buyer may reasonably require for the adoption by
the Buyer, or any person connected with it, of any business name or trade mark
including the words Cards Inc.; and
	 
	 	(c)	 	provide that as soon as reasonably practicable after Completion, and in
any event within 2 months after Completion, the Seller Group shall cease in any
manner whatsoever to use the Business Name, both in the UK and abroad, and shall
remove from any websites which it is retaining any reference to the Business, and
shall delete any hypertext links which connect any such websites to websites which
relate to the Business.






	9.	 	The Seller shall permit and assist the Buyer to consult any of its employees, on reasonable
notice and during normal business hours at the office at which the relevant employee is
employed, for the purpose of obtaining knowledge, know-how or any other information possessed
by such employee in relation to the activities and




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	 	 	operations of, and the products and services supplied or to be supplied by, the Business at
Completion.
	 
	10.	 	The Seller shall ensure that it maintains adequate insurance cover in respect of any loss or
liability it may suffer or incur (whether to the Buyer under this agreement or otherwise) in
connection with any act, event, omission or circumstance relating to the Business and
occurring or arising at or before Completion.
	 
	11.	 	The Domain Name transfer will be signed within 6 months of the Completion Date.




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Schedule 3 Apportionment of Purchase Price




	 	 	 	 	 
	Goodwill -

	 	£150,000	 	 
	 
	 	 	 	 
	Customer Contracts -

	 	£250,000	 	 
	 
	 	 	 	 
	Toys R Us Contract -

	 	£1,000,000	 	 
	 
	 	 	 	 
	Records -

	 	£50,000	 	 
	 
	 	 	 	 
	Domain Names -

	 	£50,000	 	 
	 
	 	 	 	 
	Toys R Us Stock -

	 	£160,000 plus amount to be determined pursuant to
Schedule 1
	 	 
	 
	 	 	 	 
	Stock -

	 	Value to be Determined pursuant to Schedule 1	 	 






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Schedule 4 Warranties





	1.	 	Capacity of the seller 
	 
	1.1	 	The Seller has all requisite power and authority, and has taken all necessary corporate
action, to enable it to enter into and perform this agreement and all agreements and documents
entered into, or to be entered into, pursuant to the terms of this agreement.
	 
	1.2	 	This agreement and all other agreements and documents referred to in it constitute (or shall
when executed constitute) valid, legal and binding obligations on the Seller enforceable in
accordance with their respective terms.
	 
	1.3	 	The Seller does not require the consent, approval or authority of any other person to enter
into or perform its obligations under this agreement. The Seller’s entry into and performance
of this agreement will not constitute any breach of or default under any contractual,
governmental or public obligation binding on it, and the Seller is not engaged in any
litigation or arbitration proceedings which might have an effect on its capacity or ability to
perform its obligations under this agreement and no such legal or arbitration proceedings have
been threatened against it.
	 
	1.4	 	The Business is not carried on by or for the benefit of any person other than the Seller and
the Seller’s Group.
	 
	2.	 	Title to the assets
	 
	2.1	 	The Assets comprise all of the assets now used in the Business and that are necessary for the
continuation of the Business as it is carried on at Effective Time.
	 
	2.2	 	The Assets are in the possession and control of the Seller except for those being in the
possession of a third party in the ordinary and usual course of business.
	 
	2.3	 	The Seller has good and marketable title to each Asset (tangible and intangible), and each
Asset is legally and beneficially owned by the Seller. There are no Encumbrances over any of
the Assets, and the Seller has not agreed to create any Encumbrances over the Assets or any
part of them.
	 
	2.4	 	So far as the Seller is aware, there are no disputes over the Business Name in the UK nor
abroad nor claims by third parties as to that name and the Seller has full right to use such
name without restriction.




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	2.5	 	The Seller is the registered holder of the Domain Names.
	 
	3.	 	Toys R Us
	 
	3.1	 	The sales to Toys R Us for the year ended 31 December 2007 as shown in the Appendix
accurately represent in all material respects the actual sales by the Seller to Toys R Us
during that period.
	 
	3.2	 	The Seller is not aware (having made no enquiry) of any reason the Toys R Us Contract would
not be continued with the Buyer after Completion.




31









 











Schedule 5 Strelitz Consultancy Contract



See overleaf




32









 





Schedule 6 Domain Name Assignment



See overleaf




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	Signed by
	 	 	 	 
	 
	 	 	 	 
	for and on behalf of
	 	 	 	 
	 

	 	 	 	 
	CARDS INC. LIMITED

	 	Director
	 	 
	 
	 	 	 	 
	Signed by
	 	 	 	 
	 
	 	 	 	 
	for and on behalf of
	 	 	 	 
	 

	 	 	 	 
	ESDEVIUM GAMES LIMITED

	 	Director	 	 
	 
	 	 	 	 
	Signed by
	 	 	 	 
	 
	 	 	 	 
	for and on behalf of
	 	 	 	 
	 

	 	 	 	 
	CORGI INTERNATIONAL LIMITED

	 	Director	 	 
	 
	 	 	 	 
	Signed by
	 	 	 	 
	 
	 	 	 	 
	DARREN EPSTEIN
	 	 	 	 
	 

	 	 	 	 





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Appendix 
Toys R Us Sales for year to 31 December 2007



See overleaf





35