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EXHIBIT
4.22
 AGREEMENT
   1.
    
    Master Replicas, Inc, a Delaware Corporation, (CLIENT) 201
North Civic Drive, Suite 239, Walnut Creek, CA 945962.
    
    GATEWAY TRADE FINANCE, LLC
a Washington Limited Liability Company (GATEWAY) 801 West
Riverside, Suite 444 Spokane, Washington 99201
  RECITALS
  Collectibles Collectibles specifically identified per Addenda to this Agreement
 NOW THEREFORE
 No commitment
 Amount 3,500,000
 Affirmations




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Presale of Products
 Products
 Bill of Sale Products covered by Addenda to this Agreement
 Currency
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Security lnterest
  Corgi International Limited Ropart Asset Management Fund,
LLC
 Importer / Exporter of Record
 Third Party Warehousing
 3




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Client Warehousing
 þ
    
    A field warehouse established by an independent warehouse company acceptable to
GATEWAY.
 o
    
    Secured sections of CLIENTs facility, leased to and/or under the exclusive
control of GATEWAY, where Products shall be separate from and not co-mingled with the
property of others, including the property of CLIENT.
  Freight, Duty, Other
 Insurance
 Product Liability Insurance 1,000,000
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Clients Repurchase of Products
 
  A)
    
    GATEWAYs out of pocket costs (hereinafter GATEWAYs Costs) which shall
include, but not be limited to, the amounts paid, or to be paid, to Suppliers and
agents for Products, freight, warehousing, insurance, handling and bank charges
(including all banking fees relating to the issuance, amendment, collection, and
negotiation of import letters of credit), if any, paid or incurred by GATEWAY.B)
    
    Interest (hereinafter Interest) on the amount of GATEWAYs Costs from the
dates paid by GATEWAY to the dates payments are received by GATEWAY at a per annum rate
equal to the Prime Rate plus 5%. For the purpose of this Agreement, Prime Rate means
the prime rate that the Wall Street Journal from time to times identifies as
the Prime Rate in its Money Rates section and is not necessarily the lowest rate a
bank may offer to any borrower or group of borrowers.C)
    
    Other costs (hereinafter Other Costs) which shall include, but not be limited
to UCC investigation and filing fees, credit agency fees, reasonable attorney fees
related to this Agreement and Addenda thereto, if any, paid or incurred by GATEWAY.D)
    
    Commission (hereinafter Commission) to GATEWAY on GATEWAYs Costs in an
amount to be agreed by the parties per Addendum.E)
    
    GATEWAY Service Fees (hereinafter Fees) for special services performed by
GATEWAY and set forth in the Addendum or approved by Client in writing, which may
include but not be limited to, amendments to GATEWAY letters of credit to Suppliers,
amendments to GATEWAY Addenda, drawings under Supplier letters of credit, letter of
credit drawings on settled Addenda, etc. This list of examples is not meant to be
exclusive. A GATEWAY Service Fee Schedule shall be sent out and adjusted from time to
time at the discretion of GATEWAY.
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Payments to GATEWAY
 Authorization
 Information
 þ
    
    Interim financial statements for Client (including an income statement and balance sheet) as
soon as possible, but no later than 45 calendar days after each
o month-end; þ quarter-end;
 o fiscal semi-annual period-end.
 þ
    
    Accounts Receivable Agings, and þ Accounts Payable agings as soon as possible, but no later
than 30 calendar days after
each þ month-end; o quarter-end; o fiscal semi-annual
period-end.
 þ
    
    Fiscal year-end financial statements for CLIENT (including an income statement, balance
sheet, statement of change of financial condition, and retained earnings statement, all with
footnotes) as soon as possible, but no later than 180 days after CLIENTs fiscal year-end.
Such financial statements shall be; o audited, þ reviewed, o compiled, by CLIENTs
Certified Public Accounting (CPA); o internally prepared by CLIENTs accounting staff.
All CPA charges and fees shall be for the account of CLIENT. GATEWAY shall have the right to
discuss CLIENTs financial condition and financial statements, directly with CLIENTs CPA.
 þ
    
    Current financial statements on all guarantors to be provided annually.
 þ
    
    Any other reasonable financial information requested by GATEWAY, including information
relating to CLIENTs financing arrangements and availability with lenders and factors.
 No payments or transfers there shall be no payment or transfer of
funds
 Time is of the essence of this Agreement and each of its provisions any
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20
 Hold Harmless
 Disputes
 Representations.
 7




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Compliance with Laws.
 Benefit
 Collection Costs
 Notice
 Remedies
 No Verbal Agreements
 No waivers
 Facsimiles
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Jurisdiction
 MASTER REPLICAS, INC.
    
    
    
    GATEWAY TRADE FINANCE, LLCBy:
    
    
    
    
    
    
    By:Title:
    
    
    
    
    
    
    Title:
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