Exhibit 4.33
 
 DATED
    
    2008
 (1) POPCO ENTERTAINMENT LIMITED  CORGI INTERNATIONAL LIMITED  as Borrower
 - and -
 (2) SYNERGY GLOBAL FINANCE MASTER FUND LIMITED
Lender
 TERM FACILITY
AGREEMENT




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TABLE OF CONTENTS
 Page1.
    
    DEFINITIONS AND INTERPRETATION
    
    
    12.
    
    THE FACILITY
    
    
    103.
    
    PURPOSE
    
    
    104.
    
    CONDITIONS OF UTILISATION
    
    
    105.
    
    UTILISATION
    
    
    116.
    
    REPAYMENT
    
    
    117.
    
    PREPAYMENT AND CANCELLATION
    
    
    128.
    
    INTEREST
    
    
    149.
    
    INTEREST PERIODS
    
    
    1510.
    
    FEES, CHARGES, COSTS AND EXPENSES
    
    
    1511.
    
    TAX GROSS UP AND INDEMNITIES
    
    
    1612.
    
    OTHER INDEMNITIES
    
    
    1813.
    
    MITIGATION AND WARRANTIES BY THE LENDER
    
    
    1914.
    
    REPRESENTATIONS
    
    
    2115.
    
    INFORMATION UNDERTAKINGS
    
    
    2516.
    
    FINANCIAL COVENANTS
    
    
    2617.
    
    GENERAL UNDERTAKINGS
    
    
    2918.
    
    OPERATIONAL COVENANTS
    
    
    3319.
    
    INVENTORY UNDERTAKINGS
    
    
    3520.
    
    EVENTS OF DEFAULT
    
    
    3521.
    
    SUB-PARTICIPATION
    
    
    3922.
    
    ASSIGNMENTS
    
    
    3923.
    
    PAYMENT MECHANICS
    
    
    39
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TABLE OF CONTENTS
 Page
 24.
    
    SET OFF
    
    
    4025.
    
    NOTICES
    
    
    4026.
    
    CALCULATIONS AND CERTIFICATES
    
    
    4227.
    
    SEVERABILITY
    
    
    4228.
    
    REMEDIES AND WAIVERS
    
    
    4329.
    
    VARIATIONS
    
    
    4330.
    
    COUNTERPARTS
    
    
    4331.
    
    JURISDICTION
    
    
    4332.
    
    GOVERNING LAW
    
    
    44SCHEDULE 1 Utilisation Request
    
    
    45SCHEDULE 2 Conditions Precedent
    
    
    46SCHEDULE 3 Form of Covenants Compliance Letter
    
    
    49SCHEDULE 4 Dormant Companies
    
    
    51SCHEDULE 5 Warrants
    
    
    52EXECUTION PAGE
    
    
    63
 -ii-




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THIS AGREEMENTis made on
    
    2008
 BETWEEN
 (1)
    
    POPCO ENTERTAINMENT LIMITED (formerly CORGI INTERNATIONAL LIMITED). a company registered in
Hong Kong with the number 54202 the Borrower),(2)
    
    SYNERGY GLOBAL FINANCE MASTER FUND LIMITEDas lender (the Lender):
 IT IS AGREED
 1.
    
    DEFINITIONS AND INTERPRETATION1.1
    
    DefinitionsIn this Agreement:Accounts receivables means a book debt arising under a Contract of Sale and any other
financial obligation due or owing to the Borrower and/or any Security Obligor under a
Contract of Sale (including in each case, any applicable tax payable to the Borrower);Additional Arrangement Fee means a fee of US$50,000;Additional Commitment means US$2,000,000 (two million US dollars);Administrative Party means Synergy Global Finance Master Fund Limited in its capacity as
agent, arranger and security trustee;Affiliate means in relation to any person, a Subsidiary of that person or a Holding
Company of that person or any other Subsidiary of that Holding Company;Applicable Accounting Principles means the generally accepted accounting principles in the
Unite]d Kingdom or other country of incorporation where relevant;Arrangement Fee means a fee of US$75,000;Authorisation means an authorisation, consent, approval, resolution, licence, exemption,
filing, notarisation or registration;Availability Period means the period from and including the date of this Agreement to the
date falling 14 days after the date of this Agreement;Banking Day means a day (other than a Saturday or a Sunday) on which the Lender is open
for business in London and the Borrower is open for business in Hong Kong;
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Change of Control means there is a change in the shareholding of the Borrower which
results in any single person or group of persons acting in concert (as defined in the City
Code on Takeovers and Mergers) who did not hold 51% or more of the issued shares of the
Borrower as at the Commencement Date (a Simple Majority), holding a Simple Majority.Commencement Date means the date upon which the Lender notifies the Borrower it has
received all of the documents and other evidence listed in schedule 2 (Conditions Precedent)
in a form and substance satisfactory to the Lender;Commitment means the Initial Commitment or in the event the Lender has made available to
the Borrower a term loan facility in an aggregate amount equal to the Total Commitment
pursuant to clause 4.3(b), the Total Commitment;Contract of Sale means a contract for the supply of goods, or work done, or materials
supplied, or hiring, or any other contract recording a commercial trading relationship,
which may now or hereafter be entered into between the Borrower and/or any Security Obligor
and a third party;Covenant Compliance Letter means a letter in substantially the form set out in schedule 3
(Form of Covenant Compliance Letter);Costs means all reasonably and properly incurred fees, costs (including adverse costs),
charges and expenses (including all reasonable legal fees and expenses), whether present,
future, actual, contingent, unliquidated or unascertained;Default means an Event of Default or an event specified in clause 20 (Events of Default)
which would, with the expiry of a grace period, the giving of notice, determination of
materiality under the Finance Documents (or any combination of the foregoing), would in
accordance with clause 20 (Events of Default) constitute an Event of Default;Dormant Company means each company listed in schedule 4 (Dormant Companies);Event of Default means any event or circumstance specified as such in clause 20 (Events of
Default);Existing Indebtedness means indebtedness pursuant to the Receivables Financing Agreement
and indebtedness pursuant to the Gateway Agreement;Existing Security means:
 (a)
    
    the Security Interest created by Popco Distribution Ltd (formerly Cards Inc
Limited) under an English law All Assets Debenture in favour of the Receivables
Financier and subject to the respective Intercreditor Agreement;
 
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(b)
    
    the Security Interest created by Popco Entertainment (UK) Ltd (formerly Corgi
Classics Limited) under an English law All Assets Debenture in favour of the
Receivables Financier and subject to the respective Intercreditor Agreement;(c)
    
    the Security Interest created by Master Replicas Inc. in favour of Gateway
Trade Finance LLC dated on or about the date of this Agreement governed under the laws
of New York and subject to the respective Intercreditor Agreement;(d)
    
    the Security Interest created in favour of Pacific Industries Inc by Master
Replicas Inc solely over the federal tax refund of up to US$1.3 million pursuant to the
federal tax filing form 1139 and over no other assets;
 Facility The Facility
 Facility Office
 Finance Documents
 Financial Covenants Financial Covenants
 Financial Indebtedness
 (a)
    
    monies borrowed and debit balances at banks or other financial institutions;(b)
    
    any acceptance under any acceptance credit or bill discounting facility (or
dematerialised equivalent);(c)
    
    any note purchase facility or the issue of bonds, notes, debentures, loan stock
or any similar instrument;(d)
    
    the amount of any liability in respect of any finance lease;(e)
    
    receivables sold or discounted (other than any receivables to the extent they
are sold on a non-recourse basis and meet any requirement for de-recognition under the
Accounting Principles);(f)
    
    any derivative transaction entered into in connection with protection against
or benefit from fluctuation in any rate or price (and, when calculating the value of
that transaction, only the marked to market value (or, if any actual amount is due as a
result of the termination or close-out of that transaction, that amount) shall be taken
into account);
 3




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(g)
    
    any counter-indemnity obligation in respect of a guarantee, bond, standby or
documentary letter of credit or any other instrument issued by a bank or financial
institution in respect of an underlying liability of an entity which is not a member of
the Group which liability would fall within one of the other paragraphs of this
definition;(h)
    
    any amount of any liability under an advance or deferred purchase agreement if
(A) one of the primary reasons behind entering into the agreement is to raise finance
or to finance the acquisition or construction of the asset or service in question or
(B) the agreement is in respect of the supply of assets or services and payment is due
more than 90 days after the date of supply;(i)
    
    any amount raised under any other transaction (including any forward sale or
purchase, sale and sale back or sale and leaseback agreement) having the commercial
effect of a borrowing or otherwise classified as borrowings under the Accounting
Principles; and(j)
    
    the amount of any liability in respect of any guarantee for any of the items
referred to in paragraphs (a) to (i) above;
 Financial Year
 First Utilisation Date
 Gateway Agreement
 Group
 Holding Company
 Income Tax Act
 Initial Commitment
 Interest Period Interest Periods Default interest
 Intercreditor Agreements
 4




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Inventory
 Inventory Insurance Policy
 Loan
 Management Accounts
 Margin
 Material Adverse Effect
 (i)
    
    the ability of the Borrower or a Security Obligor to perform
its payment obligations under any of the Finance Documents; or(ii)
    
    the ability of the Borrower or a Security Obligor to perform
its obligations under clause 16 (Financial Covenants);(iii)
    
    the business, operations, property, assets or condition
(financial or otherwise) of the Group taken as a whole; or(iv)
    
    the validity or enforceability of, or the effectiveness or
ranking of any Security Interest granted or purporting to be granted pursuant
to any of the Finance Documents or the rights or remedies of the Lender under
any of the Finance Documents;
 Month
 (a)
    
    if the numerically corresponding day is not a Banking Day, that period shall
end on the next Banking Day in that calendar month in which that period is to end if
there is one, or if there is not, on the immediately preceding Banking Day; and(b)
    
    if there is no numerically corresponding day in the calendar month in which
that period is to end, that period shall end on the last Banking Day in that calendar
month:
  Non-Obligor
 5




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Operational Covenants Operational Covenants
 Party
 Permitted Guarantee
 (a)
    
    any performance or similar bond guaranteeing performance by a member of the
Group under any contract entered into in the ordinary course of trade;(b)
    
    any guarantee given in respect of the netting or set-off arrangements permitted
pursuant to paragraph (b) of the definition of Permitted Security;
 Permitted Security
 (a)
    
    any lien arising by operation of law and in the ordinary course of trading and
not as a result of any default or omission by any member of the Group;(b)
    
    any netting or set-off arrangement entered into by any member of the Group with
the Lender in the ordinary course of its banking arrangements for the purpose of
netting debit and credit balances of members of the Group;(c)
    
    any Security Interest arising under any retention of title, hire purchase or
conditional sale arrangement or arrangements having similar effect in respect of goods
supplied to a member of the Group in the ordinary course of trading and on the
suppliers standard or usual terms and not arising as a result of any default or
omission by any member of the Group;(d)
    
    any Existing Security;(e)
    
    any Security Interest created with the prior written consent of the Lender:
 Preferential Creditor
 Quotation Day
 Receivables Financier
 6




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Receivables Financing Agreement
 Regulation S
 Reference Banks
 Relevant Interbank Market
 Relevant Jurisdiction
 (i)
    
    its jurisdiction of incorporation;(ii)
    
    any jurisdiction where any asset subject to or intended to be
subject to the Security Documents to be created by it is situated; and(iii)
    
    any jurisdiction where it conducts its business;
 SEC
 SEC Filing SEC
 Second Utilisation Date
 Security Documents
 Security Interest
 (i)
    
    any other agreement or arrangement having the effect of
conferring security (including any such interest arising under or in connection
with any letter of credit);(ii)
    
    any other security interest of any kind or preferring any
obligation of any person: or
 7




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(iii)
    
    any other guarantee, indemnity, warranty, agreement, or
arrangement having the effect of conferring security;
 Security Obligor
 Specified Time
 Subsidiary
 Tax
 Termination Date
 Total Commitment
 Unencumbered
 Unpaid Sum
 US Exchange Act
 US Securities Act
 Utilisation
 Utilisation Date
 Utilisation Request Utilisation Request
 Warrants
 8




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Warrant Shares
 1.2
    
    Construction
 (a)
    
    Unless a contrary indication appears, any reference in this Agreement to:
 (i)
    
    the Lender, the Borrower or any Party shall be construed
so as to include its successors in title, permitted assigns and permitted
transferees;(ii)
    
    assets includes present and future properties, revenues and
rights of every, description;(iii)
    
    a Finance Document or any other agreement or instrument is a
reference to that Finance Document or other agreement or instrument as amended,
varied, replaced, novated, supplemented, extended or restated;(iv)
    
    indebtedness includes any obligation (whether incurred as
principal or as surety) for the payment or repayment of money, whether present
or future, actual or contingent, unliquidated or unascertained;(v)
    
    a person includes any person, firm, company, corporation,
government, state or agency of a state or any association, trust or partnership
(whether or not having separate legal personality) or two or more of the
foregoing;(vi)
    
    a regulation includes any regulation, rule, official
directive, request or guideline (whether or not having the force of law) of any
governmental, intergovernmental or supranational body, agency, department or
regulatory, self-regulatory or other authority or organisation;(vii)
    
    a provision of law is a reference to that provision as
amended, extended, replaced or re-enacted; and(viii)
    
    a time of day is a reference to London time.
 (b)
    
    $, USD and dollars denote lawful currency of the United States of
America.(c)
    
    Clause and schedule headings are for ease of reference only.(d)
    
    A Default or Event of Default is continuing if it has not been waived in
writing by the Lender or remedied to the satisfaction of the Lender (acting
reasonably), and any waiver given by the Lender shall unless otherwise specified only
apply to the specific occurrence of the specific event referred to in such waiver.
 
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1.3
    
    Third party rightsA person who is not a Party has no right under the Contracts (Rights of Third Parties) Act
1999 to enforce or enjoy the benefit of any term of this Agreement.2.
    
    THE FACILITYSubject to the terms of this Agreement, the Lender shall make available to the Borrower a US
dollar term loan facility in an aggregate amount equal to the Initial Commitment.3.
    
    PURPOSE3.1
    
    PurposeThe Borrower shall apply the Loan for working capital purposes.3.2
    
    MonitoringThe Lender is not bound to monitor or verify the application of the Loan.4.
    
    CONDITIONS OF UTILISATION4.1
    
    Initial conditions precedentThe Borrower may not deliver a Utilisation Request prior to the Commencement Date.4.2
    
    Further conditions precedentThe Lender will only be obliged to comply with clause 5.4 (Advance of Loan) if on the date
of the Utilisation Request and on the proposed Utilisation Date:
 (a)
    
    no Default is continuing or would result from the proposed Loan; and(b)
    
    the representations to be made by the Borrower as set out in clause 14
(Representations) are true in all material respects.
 4.3
    
    Single Loan
 (a)
    
    Subject to clause 4.3(b) only one Loan may be made under this Agreement.(b)
    
    If the Lender is satisfied following further due diligence undertaken in
relation to the Group after the date of this Agreement and the conditions of
Utilisation set out in clause 4.2 (Further conditions precedent) are met, the Lender
may, following receipt of a Utilisation Request and the issuance to the Lender of
Warrants to acquire 200,000 Warrant Shares, make available to the Borrower a US dollar
term loan facility in an aggregate amount equal to the Total Commitment.
 10




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5.
    
    UTILISATION5.1
    
    Delivery of a Utilisation RequestThe Borrower may utilise the Facility by delivery to the Lender of a duly completed
Utilisation Request not later than the Specified Time on the date which is one Banking Day
before the proposed Utilisation Date.5.2
    
    Completion of a Utilisation Request
 (a)
    
    A Utilisation Request is irrevocable and will not be regarded as having been
duly completed unless:
 (i)
    
    the proposed Utilisation Date is a Banking Day within the
Availability Period;(ii)
    
    the currency and amount of the Utilisation comply with clause
5.3 (Currency and amount); and(iii)
    
    the proposed Interest Period complies with clause 9 (Interest
Periods).
 (b)
    
    Only one Loan may be requested in a Utilisation Request.
 5.3
    
    Currency and amount
 (a)
    
    The currency specified in a Utilisation Request must be US dollars.(b)
    
    The amount of the proposed Loan must be the full amount of the Commitment.
 5.4
    
    Advance of LoanIf the conditions set out in this Agreement have been met, the Lender shall make the Loan
available to the Borrower on the Utilisation Date.6.
    
    REPAYMENT6.1
    
    Repayment of the LoanThe Loan together with any interest accrued thereon (and all other amounts outstanding under
this Agreement) must be repaid in accordance with the following schedule of payments and in
any event on the Termination Date.
 11




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Repayment Date
    
    
    
    Repayment Datein respect of
    
    
    
    in respect ofInitial
    
    
    
    AdditionalCommitment (the
    
    
    
    Commitment (thedate following the
    
    
    
    date following the
    
    Payment in respectnumber of Months
    
    
    
    number of Months
    
    of Additionalfrom the First
    
    Payment in respect of
    
    from the Second
    
    CommitmentUtilisation Date or
    
    Initial Commitment
    
    Utilisation Date or
    
    (exclusive ofif not a Banking
    
    (exclusive of interest
    
    if not a Banking
    
    interest payable inDay, then the first
    
    payable in accordance
    
    Day, then the first
    
    accordance withBanking Day
    
    with clause 8 (Interest)
    
    Banking Day
    
    clause 8 (Interest)thereafter)
    
    or otherwise)
    
    thereafter)
    
    or otherwise)12
    
    US$250,000
    
    12
    
    US$166,66613
    
    US$250,000
    
    13
    
    US$166,66614
    
    US$250,000
    
    14
    
    US$166,66615
    
    US$250,000
    
    15
    
    US$166,66616
    
    US$250,000
    
    16
    
    US$166,66617
    
    US$250,000
    
    17
    
    US$166,66618
    
    US$250,000
    
    18
    
    US$166,66619
    
    US$250,000
    
    19
    
    US$166,66620
    
    US$250,000
    
    20
    
    US$166,66621
    
    US$250,000
    
    21
    
    US$166,66622
    
    US$250,000
    
    22
    
    US$166,66623
    
    US$250,000
    
    23
    
    US$166,66624
    
    US$250,000
    
    24
    
    US$166,674
 6.2
    
    ReborrowingThe Borrower may not reborrow any part of the Facility which is repaid.7.
    
    PREPAYMENT AND CANCELLATION7.1
    
    IllegalityIf it becomes unlawful in any applicable jurisdiction for the Lender to perform any of its
obligations as contemplated by this Agreement or to fund the Loan:
 (a)
    
    the Lender shall promptly notify the Borrower upon becoming aware of that
event, whereupon the Commitment will be immediately cancelled; and(b)
    
    the Borrower shall repay the Loan without penalty within 60 days of the demand
of the Lender.
 7.2
    
    Voluntary prepaymentThe Borrower may, if it gives the Lender not less than 5 Banking Days (or such shorter b
period as the Lender may agree) prior notice, prepay the whole or any part of the Loan
 12




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##### 



(but, if in part, being an amount that reduces the amount of the Loan by a minimum amount of
US$200,000).
 7.3
    
    Prepayment feeOn any prepayment pursuant to clause 7.2 (Voluntary prepayment) or payment of the Loan
pursuant to clause 20.18 (Acceleration) the Borrower shall pay to the Lender a fee in an
amount equal to two (2) months interest on the amount prepaid or paid.7.4
    
    Right of repayment and cancellation
 (a)
    
    If:
 (i)
    
    any sum payable to the Lender by the Borrower is required to be
increased under clause 11.2(0; or(ii)
    
    the Lender claims indemnification from the Borrower under
clause 11.3 (Tax indemnity),
  (b)
    
    On receipt of a notice referred to in clause 7.4(a), the Commitment shall
immediately be reduced to zero.(c)
    
    On the last day of the Interest Period which ends after the Borrower has given
notice under clause 7.4(a) (or, if earlier, the date specified by the Borrower in that
notice) the Borrower shall repay the Loan.
 7.5
    
    Restrictions
 (a)
    
    Any notice of cancellation or prepayment given by any Party under this clause 7
shall be irrevocable and, unless a contrary indication appears in this Agreement, shall
specify the date or dates upon which the relevant cancellation or prepayment is to be
made and the amount of that cancellation or prepayment.(b)
    
    Any prepayment under this Agreement shall be made together with accrued
interest on the amount prepaid and, subject to the fee payable in accordance with
clause 7.3, without premium or penalty.(c)
    
    The Borrower may not reborrow any part of the Facility which is prepaid.(d)
    
    The Borrower shall not repay or prepay all or any part of the Loan or cancel
all or any, part of the Commitment except at the times and in the manner expressly
provided for in this Agreement.
 13




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(e)
    
    No amount of the Commitment cancelled under this Agreement may be subsequently
reinstated.
 7.6
    
    Mandatory Prepayment on Change of Control
 (a)
    
    Upon a Change of Control the Lender may at its sole discretion by giving not
less than sixty (60) days notice, declare that participation of the Lender in all
outstanding Loans, together with any accrued interest, and all other amounts accrued
under the Finance Documents be due and payable, where upon the Loan will be cancelled
and all such outstanding amounts will become due and payable.(b)
    
    On any prepayment pursuant to clause 7.6(a) the Borrower shall pay to the
Lender a fee in an amount equal to two (2) months interest on the amount prepaid.
 8.
    
    INTEREST8.1
    
    Calculation of interestThe rate of interest on the Loan for each Interest Period is the Margin.8.2
    
    Payment of interestThe Borrower shall pay accrued interest on the Loan on the last day of each Interest Period.8.3
    
    Default interest
 (a)
    
    If the Borrower fails to pay any amount payable by it under this Agreement on
its due date, interest shall accrue on the overdue amount from the due date up to the
date of actual payment (both before and after judgment) at a rate which, subject to
clause 8.3(b), is two per cent higher than the rate which would have been payable if
the overdue amount had, during the period of non-payment, constituted a Loan in the
currency of the overdue amount for successive Interest Periods, each of a duration
selected by the Lender (acting reasonably).Any interest accruing under this clause 8.3 shall be immediately payable by the
Borrower on demand by the Lender.(b)
    
    If any overdue amount consists of all or part of a Loan which became due on a
day which was not the last day of an Interest Period relating to the Loan:
 (i)
    
    the first Interest Period for that overdue amount shall have a
duration equal to the unexpired portion of the current Interest Period relating
to that Loan; and(ii)
    
    the rate of interest applying to the overdue amount during that
first Interest Period shall be two per cent higher than the rate which would
have applied if the overdue amount had not become due.
 14




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##### 



(c)
    
    Default interest (if unpaid) arising on an overdue amount will be compounded
with the overdue amount at the end of each Interest Period applicable to that overdue
amount but will remain immediately due and payable.
 8.4
    
    Notification or rates of interestThe Lender shall promptly notify the Borrower of the determination of a rate of interest
under this Agreement.9.
    
    INTEREST PERIODS9.1
    
    Selection of Interest Periods
 (a)
    
    Each Interest Period shall be a period of one Month (or such other period as
may be agreed between the Parties).(b)
    
    An Interest Period shall not extend beyond the Termination Date.(c)
    
    Each Interest Period shall start on the Utilisation Date or on the last day of
the preceding Interest Period (as applicable).
 9.2
    
    Non-Banking DaysIf an Interest Period would otherwise end on a day which is not a Banking Day, that interest
Period will instead end on the next Banking Day in that calendar month (if there is one) or
the preceding Banking Day (if there is not).10.
    
    FEES, CHARGES, COSTS AND EXPENSES10.1
    
    Arrangement feeThe Borrower shall pay the Arrangement Fee to the Lender on the Commencement Date and the
Additional Arrangement Fee on the Utilisation Date of the Additional Commitment.10.2
    
    ExpensesThe Borrower shall within three Banking Days of demand pay the Lender the amount of all
costs and expenses (including legal fees) reasonably and properly incurred by it in
connection with the negotiation, preparation, printing, execution and perfection of:
 (a)
    
    this Agreement and any other documents referred to in this Agreement up to, but
not exceeding US$ 150,000; and(b)
    
    any other Finance Documents executed after the date of this Agreement.
 15




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##### 



10.3
    
    Amendment costsIf (a) the Borrower requests an amendment, waiver or consent the Borrower shall, within
three Banking Days of demand, reimburse the Lender for the amount of all costs and expenses
(including legal fees) reasonably incurred by the Lender in responding to, evaluating,
negotiating or complying with that request or requirement.10.4
    
    Enforcement and preservation costsThe Borrower shall, within three Banking Days of demand, pay to the Lender the amount of all
costs and expenses (including legal fees) incurred by it in connection with the enforcement
of or the preservation of any rights under any Finance Document and any proceedings
instituted by or against the Lender as a consequence of taking or holding any Finance
Document or enforcing these rights.11.
    
    TAX GROSS UP AND INDEMNITIES11.1
    
    DefinitionsIn this clause;Tax Credit means a credit against any Tax or any relief or remission for Tax (or its
repayment);Tax Deduction means a deduction or withholding for or on account of Tax from a payment
under this Agreement;Tax Payment means a payment made by the Borrower to the Lender in any way related to a Tax
Deduction or under any indemnity given by the Borrower in respect of Tax under this
Agreement;11.2
    
    Tax gross-up
 (a)
    
    The Borrower must make all payments to be made by it under this Agreement
without any Tax Deduction, unless a Tax Deduction is required by law.(b)
    
    If the Borrower or the Lender is aware that the Borrower must make a Tax
Deduction (or that there is a change in the rate or the basis of a Tax Deduction), it
must notify the other Party promptly.(c)
    
    If a Tax Deduction is required by law to be made by the Borrower, the amount of
the payment due from the Borrower will be increased to an amount which (after making
the Tax Deduction) leaves an amount equal to the payment which would have been due if
no Tax Deduction had been required.(d)
    
    The Borrower is not required to make an increased payment to the Lender under
paragraph (c) above for a Tax Deduction in respect of tax imposed from a payment of
interest on a Loan, if on the date on which the payment falls due the
 16




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payment could
have been made to the Lender without a Tax Deduction if the Lender had not changed its
country of residence for tax purposes since the date of this Agreement or if the
payment is only required due to a syndication, sub-participation, sale or transfer
pursuant to clause 21.1 (Assistance and co-operation).(e)
    
    If the Borrower is required to make a Tax Deduction, it must make the minimum
Tax Deduction allowed by law and must make any payment required in connection with that
Tax Deduction within the time allowed by law.(f)
    
    Within 30 days of making either a Tax Deduction or a payment required in
connection with a Tax Deduction, the Borrower must deliver to the Lender evidence
satisfactory to the Lender (acting reasonably) that the Tax Deduction has been made or
(as applicable) the appropriate payment has been paid to the relevant taxing authority.
 11.3
    
    Tax indemnity
 (a)
    
    Except as provided below, the Borrower must indemnify the Lender against any
loss or liability which the Lender determines will be or has been suffered (directly or
indirectly) by it for or on account of Tax in relation to a payment received or
receivable (or any payment deemed to be received or receivable) under this Agreement.(b)
    
    Clause 11.3(a) does not apply to any Tax assessed on the Lender under the laws
of the jurisdiction in which:
 (i)
    
    the Lender is incorporated or, if different, the jurisdiction
(or jurisdictions) in which the Lender has a Facility Office and is treated as
resident for tax purposes; or(ii)
    
    the Lenders Facility Office is located in respect of amounts
received or receivable in that jurisdiction,
  (c)
    
    Clause 11.3(a) does not apply to the extent a loss, liability or cost is
compensated for by an increased payment under clause 11.2 (Tax gross-up) or would have
been compensated for by an increased payment under clause 11.2 (Tax gross-up) but was
not so compensated solely because one of the exclusions in clause 11.2 (Tax gross-up)
applied.
 17




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(d)
    
    If the Lender makes, or intends to make, a claim under clause 11.3(a), it must
promptly notify the Borrower of the event which will give, or has given, rise to the
claim.
 11.4
    
    Tax CreditIf the Borrower makes a Tax Payment and the Lender (in its absolute discretion) determines
that:
 (a)
    
    a Tax Credit is attributable either to an increased payment of which that Tax
Payment forms part, or to that Tax Payment; and(b)
    
    it has used and retained that Tax Credit,
  11.5
    
    Stamp taxesThe Borrower must pay and indemnify the Lender against any stamp duty, registration or other
similar Tax payable in connection with the entry into, performance or enforcement of this
Agreement.11.6
    
    Value added taxes
 (a)
    
    Any amount (including costs and expenses) payable under this Agreement by the
Borrower is exclusive of any value added tax or any other Tax of a similar nature which
might be chargeable in connection with that amount. If any such Tax is chargeable, the
Borrower must pay to the Lender (in addition to and at the same time as paying that
amount) an amount equal to the amount of that Tax.(b)
    
    The obligation of the Borrower under clause 11.6(a) will be reduced to the
extent that the Lender determines (acting reasonably) that it is entitled to repayment
or a credit in respect of the relevant Tax.
 12.
    
    OTHER INDEMNITIES12.1
    
    Currency indemnity
 (a)
    
    If any sum due from the Borrower under this Agreement (a Sum), or any order,
judgment or award given or made in relation to a Sum, has to be converted from the
currency (the First Currency) in which that Sum is payable into another currency (the
Second Currency) for the purpose of:
 (i)
    
    making or filing a claim or proof against the Borrower;
 18




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(ii)
    
    obtaining or enforcing an order, judgment or award in
relation to any litigation or arbitration proceedings,
 the Borrower shall as an independent obligation, within three Banking Days of
demand, indemnify the Lender against any cost, loss or liability arising out of or
as a result of the conversion including any discrepancy between (A) the rate of
exchange used to convert that Sum from the First Currency into the Second Currency
and (B) the rate or rates of exchange available to that person at the time of its
receipt of that Sum.(b)
    
    The Borrower waives any right it may have in any jurisdiction to pay any amount
under this Agreement in a currency or currency unit other than that in which it is
expressed to he payable.
 12.2
    
    Other indemnities
 (a)
    
    The Borrower shall, within ten Banking Days of demand, indemnify the Lender
against any cost, loss or liability incurred by the Lender as a result of:
 (i)
    
    the occurrence of any Event of Default:(ii)
    
    a failure by it to pay any amount due under this Agreement on
its due date;(iii)
    
    funding, or making arrangements to fund, the Loan requested by
the Borrower in a Utilisation Request but not made by reason of the operation
of any one or more of the provisions of this Agreement (other than by reason of
default or negligence by the Lender alone); or(iv)
    
    the Loan (or part of the Loan) not being prepaid in accordance
with a notice of prepayment given by the Borrower.
 (b)
    
    The Borrower shall promptly indemnify the Lender against any cost, loss or
liability incurred by it (acting reasonably) as a result of:
 (i)
    
    investigating any event which it reasonably believes is a
Default and which is a Default the Borrower has failed to notify to the Lender
in accordance with clause 15.4 (Notification of default); or(ii)
    
    acting or relying on any notice, request or instruction which
it reasonably believes to be genuine, correct and appropriately authorised.
 13.
    
    MITIGATION AND WARRANTIES BY THE LENDER13.1
    
    Mitigation
 (a)
    
    The Lender shall, in consultation with the Borrower, take all reasonable steps
to mitigate any circumstances which arise and which would result in any amount becoming
payable under or pursuant to, or cancelled pursuant to, any of clause 7.1
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(Illegality) or clause 11 (Tax gross up and indemnities) including (but not limited
to) transferring its rights and obligations under the Finance Documents (or any of
them) to another Affiliate or Facility Office.(b)
    
    Clause 13.1(a) does not in any way limit the obligations of the Borrower under
this Agreement.
 13.2
    
    Limitation of liability
 (a)
    
    The Borrower shall indemnify the Lender for all costs and expenses reasonably
incurred by it as a result of steps taken by it under clause 13.1 (Mitigation).(b)
    
    The Lender is not obliged to take any steps under clause 13.1 (Mitigation) if,
in its opinion (acting reasonably), to do so might be prejudicial to it.
 13.3
    
    Warranties by the lender in respect of Warrants
 The Lender warrants on the date of this Agreement that:
 (a)
    
    Purchase entire for own account. The Warrants and Warrant Shares to he
received by such Lender pursuant to this Agreement will be acquired for Lenders own
account, not as nominee or agent, and not with a view to the resale or distribution of
any part thereof in violation of the US Securities Act, and such Lender has no present
intention of selling, granting any participation in, or otherwise distributing the same
in violation of the US Securities Act, without prejudice, however, to the Lenders
right at all times to sell or otherwise dispose of all or any part of the Warrants and
Warrant Shares in compliance with applicable United States federal and state securities
laws. Nothing contained herein shall be deemed a representation, warranty, agreement
or undertaking by the Lender to hold the Warrants or Warrant Shares for any period of
time. The Lender is not a broker-dealer registered with the SEC under the US Exchange
Act or an entity engaged in a business that would require it to be so registered.(b)
    
    Investment experience. Such Lender acknowledges that it can bear the economic
risk and complete loss of its investment in the Warrants and Warrant Shares and has
such knowledge and experience in financial or business matters that it is capable of
evaluating the merits and risks of the investment contemplated hereby.(c)
    
    Disclosure of information. The Lender has had an opportunity to receive all
information related to the Borrower requested by it and to ask questions of and receive
answers from the Borrower regarding the Borrower, its business and the terms and
conditions of the offering of the Securities. The Lender acknowledges receipt of
copies of the SEC Filings. Neither such inquiries nor any other due diligence
investigation conducted by the Lender shall modify, limit or otherwise affect such
Lenders right to rely on the Companys representations and warranties contained in this
Agreement.
 20




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(d)
    
    Restricted securities. The Lender understands that, as described in Section 4
of the Warrants, the Warrant Shares may, under certain circumstances, be restricted
securities within the meaning of Rule 144 under the US Securities Act and that such
Warrant Shares may be resold without registration under the US Securities Act only in
certain limited circumstances.(e)
    
    Legends. The Lender agrees that (1) the Warrants will bear the legend set
forth on the face thereof; and (2) Warrant Shares may bear a legend as described in
Section 8 of the Warrant.(f)
    
    US Securities Act Compliance. The Lender acknowledges that neither the
Warrants nor the Warrant Shares have been or will be registered under the US Securities
Act and the Warrant may not be exercised by or on behalf of any US person unless
registered under the US Securities Act or an exemption from such registration is
available. The Lender agrees, that until the date that is 40 days from the date of the
Warrant the Warrants or the Warrant Shares may be offered or sold only (1) in
accordance with Rule 903 or Rule 904 under Regulation S; (2) pursuant to registration
under the US Securities Act; or (3) pursuant to an available exemption under the US
Securities Act. The Lender acknowledges and agrees to the provisions set forth in
Section 8 under the Warrant.(g)
    
    Non US Person. The Lender is not a US person within the meaning of
Regulation S.(h)
    
    Offshore Transaction. No offer has been made to the Lender in respect of the
Warrants or the Warrants Shares in the United States, and the Lender is outside the
United States at the time this agreement is executed.(i)
    
    Directed Selling Efforts. The Lender did not become aware of the Warrants or
Warrant Shares by means of any directed selling efforts within the meaning of
Regulation S under the US Securities Act.(j)
    
    Brokers and Finders. No Person will have, as a result of the transactions
contemplated by the Transaction Documents, any valid right, interest, or claim against
or upon the Company, any Subsidiary or an Investor for an commission, fee or other
compensation pursuant to any agreement, arrangement or understanding entered into by or
on behalf of such Investor.
 14.
    
    REPRESENTATIONSIn addition to and without affecting any other warranty or representation given elsewhere in
this Agreement the Borrower warrants on the date of this Agreement that:14.1
    
    StatusIt is a limited liability company duly incorporated and validly existing under the laws of
Hong Kong and has the-power to own its property and assets and carry on its business as it
is being conducted.
 21




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14.2
    
    Power and authorityIt has the power to enter into, perform and deliver and has taken all necessary action to
authorise the delivery and performance of the Finance Documents and the transactions
contemplated by the Finance Documents.14.3
    
    Authorisations
 (a)
    
    All Authorisations required:
 (i)
    
    to enable it lawfully to enter into, exercise its rights and
comply with its obligations in the Finance Document to which it is a party;(ii)
    
    to make the Finance Documents to which it is a party valid,
enforceable and admissible in evidence in the Relevant Jurisdiction; and(iii)
    
    to enable it to lawfully issue the Warrants to the Lender
pursuant to the terms of this Agreement,
 have been obtained or effected and are in full force and effect.(b)
    
    The Group has obtained, complied with and done all that is necessary to
maintain in full force and effect all Authorisations required under any law or
regulation of a Relevant Jurisdiction to carry on its business where failure to do so
has or is reasonably likely to have a Material Adverse Effect.
 14.4
    
    Binding obligationsThe Finance Documents constitute legal, valid, binding and enforceable obligations of the
persons party thereto (other than the Lender) subject to the qualifications made in any
legal opinions delivered under schedule 2 (Conditions Precedent) of this Agreement.14.5
    
    Information
 (a)
    
    The financial and other business information and documentation furnished by the
Borrower to the Lender pursuant to this Agreement are and were when delivered, true and
accurate in all material respects (in the case of factual information), and not
misleading, based upon reasonable grounds, and honestly believed (in the case of
opinions, forecasts and projections), and in all cases do not contain any misstatement
or omit any material fact.(b)
    
    The Covenants Compliance Letters furnished by the Borrower to the Lender
pursuant to this Agreement are and were (or shall be) when delivered, true and accurate
in all material respects (in the case of factual information) and not misleading, based
upon reasonable grounds, and honestly believed (in the case of opinions, forecasts and
projections), and in all cases do not contain any misstatement or omit any material
fact.
 22




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14.6
    
    LitigationSave as disclosed to the Lender in writing, no litigation, arbitration or administrative
proceeding or claim exists (or is current or pending or, to the best of the knowledge of the
Borrower, threatened against it and/or any Security Obligor) which is reasonably likely to
be adversely determined and if so determined would reasonably be expected to cause, by
itself or together with any other such proceeding or claim, a Material Adverse Effect.14.7
    
    Good title to assetsThe Borrower and each Security Obligor has a good, valid and marketable title to, or valid
leases or licences of and all appropriate Authorisations to use, the assets necessary to
carry on its business as presently conducted.14.8
    
    Existing Security InterestsSave as disclosed in writing to the Lender:
 (a)
    
    all of the Borrowers and the Security Obligors property and assets are
Unencumbered save in favour of the Lender or if subject to a Security Interest other
than to the Lender, is subject to intercreditor arrangements in a form and substance
satisfactory to the Lender; and(b)
    
    no agreement is in place which could oblige the Borrower or any Security
Obligor to create any Security Interest over any of its property and assets.
 14.9
    
    No defaultIt and each Security Obligor is not in breach or default under any contract affecting its
assets or any agreement or arrangement or any statutory or legal requirement to an extent or
in a manner which has or is reasonably likely to have a Material Adverse Effect and no Event
of Default has occurred and is continuing.14.10
    
    Financial Statements
 (a)
    
    Its and each Security Obligors annual audited consolidated accounts were
prepared in accordance with Applicable Accounting Principles and give a true and fair
view of the financial condition of the Borrower or the relevant Security Obligor at the
date as of which they were prepared and the results of its business and operations
during the Financial Year (or, as the case may be, quarter) then ended and disclose or
reserve against all material liabilities (contingent or otherwise) as at that date and
all unrealised or anticipated losses from any commitment entered into by it and which
existed on that date; and(b)
    
    the documents provided in accordance with clause 6(b) of schedule 3 (Conditions
Precedent) represent its best estimate of its future financial performance for the
periods referred to in them and have been prepared on the basis of the stated
 23




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assumptions, which it believes are fair and reasonable in the light of current and
reasonably foreseeable business conditions.
 14.11
    
    Management AccountsThe Management Accounts were prepared in accordance with Applicable Accounting Principles
which have been consistently applied (or if not consistently applied, such inconsistency has
been notified to the Lender in writing) and give a true and fair view of the financial
condition of the Borrower at the date as of which they were prepared and the result so its
business and operations since the previous Management Accounts were prepared and delivered
to the Lender.14.12
    
    TaxThe Borrower and each Security Obligor has paid and discharged all Taxes imposed upon it or
its assets within the time period allowed without incurring penalties save to the extent
that:
 (a)
    
    such payment is being contested in good faith;(b)
    
    adequate reserves are being maintained for those Taxes and the costs required
to contest them which have been disclosed in the financial statements delivered to the
Lender; and(c)
    
    such payment can be lawfully withheld and failure to pay those Taxes does not
have or is not reasonably likely to have a Material Adverse Effect.
 14.13
    
    Deductions and withholdingsAs at the date of this Agreement it is not required to make any deduction or withholding
from any payment it may make under this Agreement.14.14
    
    Pari passu rankingIts and each Security Obligors payment obligations under the Finance documents rank at
least pari passu with the claims of all its other unsecured and unsubordinated creditors,
except for obligations mandatorily preferred by law applying to companies generally.14.15
    
    Borrower StatusThe Borrower is not a domestic issuer within the meaning of Regulation S.14.16
    
    RepetitionOther than clauses 14.3(b), 14.5(a), 14.8 (Existing Security Interests), 14.9 (No default),
14.10 (Financial Statements) and 14.12 (Tax) the representations in this clause 14 are
deemed to be made by the Borrower on the date of each Utilisation Request, each
 24




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Utilisation Date and on the first day of each Interest Period (by reference to the facts and
circumstances existing on such date).15.
    
    INFORMATION UNDERTAKINGSThe undertakings in this clause 15 remain in force from the date of this Agreement for so
long as any amount is outstanding under the Finance Documents or the Commitment is in force.15.1
    
    Financial statementsThe Borrower shall supply to the Lender:
 (a)
    
    as soon as the same become available, but in any event within 180 days after
the end of each of its Financial Years, its annual audited consolidated accounts for
that Financial Year;(b)
    
    as soon as the same become available, but in any event within 28 days following
the end of each month:
 (i)
    
    its Management Accounts for that month; and(ii)
    
    the Management Accounts of each Security Obligor for that month; and
 (c)
    
    a Covenants Compliance Letter within 5 days of the end of each month.
 15.2
    
    Upon request and subject to the Lender having a confidentiality agreement in force the
Borrower shall supply to the Lender all information provided to any present or future funder
of the Borrower and/or any of the Security Obligors on the same basis (including without
limitation as to format and timing) as the information is provided to such other funder.15.3
    
    Information: miscellaneousSubject to the Lender having a confidentiality agreement in force, the Borrower shall supply
to the Lender promptly, such further information regarding the financial condition, business
and operations of any member of the Group as the Lender may reasonably request.15.4
    
    Notification of default
 (a)
    
    The Borrower shall notify the Lender of any Default (and the steps, if any,
being taken to remedy it) and/or any Change of Control promptly upon becoming aware of
its occurrence.(b)
    
    Without prejudice. to any other provision of this Agreement relating to
disputes, the Borrower shall notify the Lender of any claim in excess of US$250,000
(two hundred and fifty thousand US dollars) inclusive of any Costs, brought against the
 25




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Borrower or a Security Obligor (and the steps, if any, being taken to defend it)
promptly upon such claim being made provided that the Borrower shall not be obliged
to notify the Lender of any claim where that claim could not reasonably be likely to
be adversely determined.(c)
    
    Promptly upon a request by the Lender, the Borrower shall supply to the Lender
a certificate signed by two of its directors or senior officers on its behalf
certifying that no Default is continuing (or if a Default is continuing, specifying the
Default and the steps, if any, being taken to remedy it).
 16.
    
    FINANCIAL COVENANTS16.1
    
    Trading CashflowTrading Cashflow cumulative for each review period ending in the period set out in Column
(A) below shalt not be less than the corresponding amount set out in Column (B):
 (A)
    
    (B)Review period
    
    Minimum Trading CashflowSeptember 2008  November 2008
    
    US$ 500,000December 2008  February 2008
    
    US$ 2,500,000March 2009
    
    US$ 2,000,000April 2009  March 2010
    
    to be determined subject to the Borrowers approved annual
operating plan for Financial Year ending 31 March 2010
 Trading Cashflow means in relation to any review period or any other period, the
consolidated profit before tax on ordinary activities of the Group for that period:
 (a)
    
    adding back any depreciation or amortisation;(b)
    
    deducting any unrealised currency gains;(c)
    
    excluding any extraordinary or exceptional profits;(d)
    
    deducting any capital expenditure;(e)
    
    adding back any Stock Based Compensation Expense; and(f)
    
    making such other adjustments as the Lender may from time to time approve in
writing following a request from the Borrower or the Lender.
 26




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16.2
    
    Total Collateral ratioThe Borrower shall ensure that, for so long as the Commitment is outstanding, the Total
Collateral shall not be less than two (2) times the aggregate value of the Commitment from
time to time and at any time.If at any time the Total Collateral falls below two (2) times the aggregate value of the
Commitment (the Shortfall) the Borrower shall immediately issue in favour of the Lender a
letter of credit payable to the Lender in an amount equal to the Shortfall. The letter of
credit will be paid to the Lender upon the expiry of 45 days of its issue if prior to the
expiry of such period, the Borrower has not evidenced to the satisfaction of the Lender that
the Shortfall has been extinguished in full.In this Agreement:Cash Equivalents means assets that are able to be readily converted to cash.Esdevium Transaction means the sale and transfer of certain assets of Popco Distribution
Ltd (formerly Cards Inc Limited) to Esdevium Games Limited pursuant to an asset sale and
purchase agreement dated 9 April 2008.First Utilisation Charge means accounts payable, expenses accrued but unpaid, income tax
payable, short term loans and such proportion of long-term debt due within the relevant
Financial Year (but excluding obligations arising under this Deed).First Charge Collection Out means the first monthly drawdown of the Loan by the Borrower
under this Deed.Fixed Assets means long-term tangible assets owned by the Group and used in the production
of its income which are not expected to be consumed or converted into cash any sooner than
at least one years time and depreciating in accordance with Applicable Accounting
Principles.Hornby Transaction means the sale and transfer of certain assets of Popco Entertainment
(UK) Ltd (formerly Corgi Classics Limited), the Borrower and Corgi USA Inc to Hornby Hobbies
Limited pursuant to an asset sale and purchase agreement dated 30 April 2008.Licensors means any third-party owner of intellectual property conferring any rights of
use under a license agreement with the Group.Net Accounts Receivable means Accounts Receivable less reserves and allowances for Bad
Debt (such reserves being as defined in the Groups standard policies and procedures
provided to the auditors).Net Inventory means Inventory less reserves for Obsolescence (such reserves being as
defined in the Groups standard policies and procedures provided to the auditors).
 27




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Other Current Assets means assets that are liquid in nature and are able to be converted
to cash within one year (including for the avoidance of doubt, scheduled payments due to
Popco Entertainment (UK) Ltd under the Esdevium Transaction and Hornby Transaction).Preferential Creditors means any sums which may become due to any person which in the
reasonable opinion of the Lender, may be entitled to receive payment out of floating charge
realisations in priority to the Lender.Prepaid Licences means cash advances made by the Group to Licensors for the right to
design, produce and sell Inventory using the intellectual property owned by the Licensors
and licensed to members of the Group.Stock Based Compensation Expense means: on 1 January 2006 the Group adopted SFAS No.123R
Share-Based Payment, using the modified prospective method. This Statement is a revision
of SFAS No. 123 Accounting for Stock-Based Compensation and supersedes APB Opinion No. 25,
Accounting for Stock Issued to Employees. The Stock Based Compensation Expenses is a
non-cash expense recognition booked monthly.Total Collateral means for the Group, the aggregate value from time to time and at any
time of:
 (a)
    
    cash or Cash Equivalents;(b)
    
    90% of the aggregate value of Net Accounts Receivable;(c)
    
    85% of the aggregate value of Net Inventory;(d)
    
    Other Current Assets;(e)
    
    Fixed Assets; and(f)
    
    Prepaid Licenses
  (g)
    
    First Utilisation Charge;(h)
    
    First Charge Collection Out;(i)
    
    an amount estimated by the Lender as being necessary to reflect third party
claims against assets of the Group ranking or which may rank pari passu with or prior
to the claims of the Lender (limited to US$150,000 unless otherwise agreed by the
Lender);(j)
    
    the Preferential Creditors, including, for the avoidance of doubt, the
prescribed part of the Groups net property that would be made available for the
satisfaction of its unsecured debts pursuant to section 176A of the Insolvency Act
1986;
 28




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(k)
    
    an amount equal to such outstanding fees (and accrued interest if any) payable
by the Group to any third party carrier of Inventory if payment of such sums is not
made by the Group on its due date;(l)
    
    an aggregate amount equal to one quarters rent payable in relation to any
leased premises or locations where Inventory is located from time to time; and(m)
    
    a reserve of US$90,000.
 17.
    
    GENERAL UNDERTAKINGSThe undertakings in this clause 17 remain in force from the date of this Agreement for so
long as any amount is outstanding under the Finance Documents or any Commitment is in force.17.1
    
    AuthorisationsThe Borrower shall promptly obtain, comply with and do all that is necessary to maintain in
full force and effect and supply to the Lender certified copies of any Authorisation
required under any law or regulation of a Relevant Jurisdiction to:
 (a)
    
    enable it to perform its obligations under the Finance Documents;(b)
    
    ensure the legality, validity, enforceability or admissibility in evidence of
any Finance Document; and(c)
    
    carry on its business where failure to do so has or is reasonably likely to
have a Material Adverse Effect (certified copies in respect of the requirements of this
clause 17.1(c) to only be requested reasonably).
 17.2
    
    Compliance with lawsThe Borrower shall comply in all respects with all laws to which it may be subject, if
failure so to comply has or is reasonably likely to have a Material Adverse Effect.17.3
    
    Taxation
 (a)
    
    The Borrower shall pay and discharge all Taxes imposed upon it or its assets
within the time period allowed without incurring penalties unless and only to the
extent that:
 (i)
    
    such payment is being contested in good faith;(ii)
    
    adequate reserves are being maintained for those Taxes and the
costs required to contest them which have been disclosed in its latest
financial statements delivered to the Lender; and
 29




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(iii)
    
    such payment can be lawfully withheld and failure to pay those
Taxes does not have or is not reasonably likely to have a Material Adverse
Effect.
 (b)
    
    The Borrower shall not change its residence for Tax purposes.
 17.4
    
    Change of businessThe Borrower shall procure that no substantial change is made to the general nature of the
business of the Borrower or the Group taken as a whole from that stated in the annual
operating plan.17.5
    
    Dormant CompaniesThe Borrower shall ensure that no Dormant Company shall commence trading unless such Dormant
Company enters into a guarantee in respect of the obligations of the Borrower in a form
satisfactory to the Lender.17.6
    
    Non-leakageThe Borrower shall:
 (a)
    
    ensure that the Borrower and the Security Obligors shall not make any loan,
grant any credit or give or permit to subsist any security, guarantee, indemnity or
financial accommodation or liability (whether actual or contingent) to or for the
benefit of any Non-Obligor except in the ordinary course of business; or(b)
    
    provide the Lender with such information regarding all Non-Obligors as the
Lender may from time to time reasonably request.
 17.7
    
    Negative pledge
 (a)
    
    The Borrower shall not create or permit to subsist any Security Interest (other
than Permitted Security) over any of its assets.(b)
    
    The Borrower shall not:
 (i)
    
    sell, transfer or otherwise dispose of any of its assets on
term s whereby they are or may be leased to or re-acquired by the Borrower or
any Security Obligor;(ii)
    
    enter into any arrangement under which money or the benefit of
a bank or other account may be applied, set-off or made subject to a
combination of accounts; or(iii)
    
    enter into any other preferential arrangement having a similar
effect;
 30




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##### 



in circumstances where the arrangement or transaction is entered into primarily as a
method of raising Financial Indebtedness or of financing the acquisition of an
asset.
 17.8
    
    Disposals
 (a)
    
    The Borrower shall not enter into a single transaction or a series of
transactions (whether related or not) and whether voluntary or involuntary to sell,
lease, transfer or otherwise dispose of any material asset.(b)
    
    Clause 17.8(a) does not apply to any sale, lease, transfer or other disposal:
 (i)
    
    of Inventory made in the ordinary course of trading;(ii)
    
    relating to the application of cash in the acquisition of goods
and services in the ordinary course of trading and in a manner consistent with
the Finance Documents;(iii)
    
    which is otherwise permitted by a Finance Document or has been
approved in writing by the Lender.
 17.9
    
    Arms length basisExcept as approved in writing by the Lender, the Borrower shall ensure no member of the
Group will enter into any transaction with any person except on arms length terms and for
full market value.17.10
    
    Dividends and share redemption
 (a)
    
    The Borrower shall not (and will ensure that no other member of the Group
will):
 (i)
    
    declare, make or pay any dividend, charge, fee or other
distribution (or interest on any unpaid dividend, charge, fee or other
distribution) (whether in cash or in kind) on or in respect of its share
capital (or any class of its share capital) other than the issuance of
preferred shares pursuant to Project New York;(ii)
    
    repay or distribute any dividend or share premium reserve;(iii)
    
    pay or allow any member of the Group to pay any management,
advisory or other fee to or to the order of any of the shareholders of the
Borrower except in the ordinary course of the business and as disclosed in the
annual operating plan; or(iv)
    
    redeem, repurchase, defease, retire or repay any of its share
capital or resolve to do so.
 31




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##### 



17.11
    
    Loans or creditThe Borrower shall not be a creditor with respect to any Financial Indebtedness except for
the grant of normal trade credit in the ordinary course of its trade.17.12
    
    Financial IndebtednessThe Borrower will not incur any Financial Indebtedness other than:
 (a)
    
    under the Finance Documents;(b)
    
    normal trade credit granted to it in the ordinary course of business; and(c)
    
    any Financial Indebtedness incurred with the prior written consent of the
Lender; and(d)
    
    any Existing Indebtedness.
 17.13
    
    Insurance
 (a)
    
    The Borrower shall ensure that each member of the Group will maintain
insurances on and in relation to its business and assets against those risks and to the
extent as is usual for companies carrying on the same or substantially similar
business.(b)
    
    All insurances must be with reputable independent insurance companies or
underwriters.(c)
    
    The Borrower will comply with all terms of each insurance policy under which it
is insured to the extent that no act or omission will cause such policy to be cancelled
or an insurer to refuse to make a payment under such policy and will not do or permit
to be done or omit to do anything which may render an insurance policy void, voidable
or unenforceable (in whole or in part) and will not vary, amend or terminate an
insurance policy without the Lenders prior written consent (not to be unreasonably
withheld or delayed).(d)
    
    The Borrower shall ensure that within 30 days of the date of this Agreement and
then for so long as any amount is outstanding under the Finance Documents or any,
Commitment is in force that the Lender will be co-insured in relation to each insurance
policy under which it is insured and will have the interest of the Lender noted on such
policy as sole first loss payee and copies of any such insurance policy confirming the
amount and terms of insurance will, if required by the Lender, be promptly provided to
the Lender for inspection or retention.(e)
    
    The Borrower will pay on the date due for payment, all and any relevant
insurance premiums and other sums payable under each insurance policy and shall, if the
Lender so requests, provide evidence of such payment no later than five Banking Days
prior to each such payment becoming due and payable.
 32




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##### 



17.14
    
    GuaranteesThe Borrower shall not (and shall ensure each member of the Group shall not) incur or allow
to remain outstanding any guarantee in respect of any obligation of any person other than a
Permitted Guarantee.17.15
    
    Reservation of SharesThe Borrower shall ensure that it will at all times prior to the expiration date of the
Warrants have authorised and reserved, free from pre-emptive rights, a sufficient number of
American Depository Shares (and underlying Ordinary Shares of the Borrower) to provide for
the exercise of the rights represented by such Warrant. If at any time prior to the
expiration date of such Warrants the number of authorised but unissued American Depositary
Share or Ordinary Shares shall not be sufficient to permit exercise of the Warrant, the
Borrower will take such corporate action as may, in the opinion of its counsel, be necessary
to increase its authorised but unissued Ordinary Shares and American Depositary Shares to
such number of shares as shall be sufficient for such purposes.
 18.
    
    OPERATIONAL COVENANTS18.1
    
    CreditorsThe Borrower undertakes to deliver to the Lender at such frequency and at such times as the
Lender may in its discretion reasonably determine, complete and accurate details of all sums
due or prospectively due to Preferential Creditors, in such form as the Lender shall agree
with the Borrower from time to time.18.2
    
    Location and access
 (a)
    
    Upon the Lenders request and not more than once in any calendar year the
Borrower shall promptly advise the Lender of the precise location of all or any of the
Inventory.(b)
    
    The Borrower shall (and the Borrower shall procure that each Security Obligor
shall) permit the Lender (or its agent) to inspect the Inventory at all reasonable
times and on reasonable notice or at any time following the occurrence of an Event of
Default.
 18.3
    
    StorageThe Borrower undertakes to (and undertakes to procure that each Security Obligor shall)
store all inventory strictly in accordance with the specific requirements (if any) of the
insurance policies it has in place from time to time (including without limitation, the
Inventory Insurance Policy).
 33




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##### 



18.4
    
    ValuationUpon the Lenders request, the Borrower will promptly deliver to the Lender an up-to-date
independent valuation of the Inventory (conducted at the Borrowers expense), no later than
20 Banking Days following such request.18.5
    
    Reporting systemThe Borrower undertakes:
 (a)
    
    to maintain a perpetual Inventory reporting system at all times as it currently
maintains;(b)
    
    at least twice annually in each Financial Year, to conduct a physical count of
the Inventory on a sample basis reasonably acceptable to the Lender;(c)
    
    to supply to the Lender within 20 Banking Days the physical count of the
Inventory externally observed by the auditors as conducted each year during preparation
of the audited annual report of the Group; and(d)
    
    promptly, upon completion of any count of the Inventory in accordance with
clauses 18.5(b) or 18.5(c), supply the Lender with a copy of such count accompanied by
a report of the value of such Inventory (valued on a first in, first out basis).
 18.6
    
    Waiver
 (a)
    
    Where the Lender determines that a landlords and/or warehousemans waiver
and/or mortgagees waiver (Waiver) is required in relation to any premises, the
Borrower shall use its reasonable endeavours to promptly procure such Waiver in a form
and substance satisfactory to the Lender and ensure that any such Waiver remains in
full force and effect during the currency of the Facility.(b)
    
    If the Borrower fail to procure a Waiver or a Waiver is withdrawn, the Borrower
will immediately notify the Lender.
 18.7
    
    Carriers fees
 (a)
    
    The Borrower will pay, on the due date for payment, all and any fees and costs
payable to third party carriers and/or hauliers (Carriers Fees) and the Borrower
will, if the Lender so requests, provide evidence of such payment no later than ten
Banking Days prior to each such payment becoming due and payable.(b)
    
    If the Borrower fails to make payment of any Carriers Fees by its due date for
payment or fails to produce any receipts for Carriers Fees to the Lender on demand,
the Borrower will immediately notify the Lender, and the Lender may
 34




---



##### 



(without prejudice to any other rights it may have pursuant to this Agreement), at
the Borrowers expense, make payment to the third party carrier and/or haulier.
 18.8
    
    Deposit of documentsUpon the Lenders request, the Borrower shall deposit with the Lender all deeds and
documents of title relating to any Inventory.19.
    
    INVENTORY UNDERTAKINGSThe undertakings in this clause 19 remain in force from the Commencement Date for so long as
any amount is outstanding under the Finance Documents or the Commitment is in force.19.1
    
    TitleSave as notified to the Lender in writing the Borrower and the Security Obligors are with
full title guarantee the owners of all Inventory.19.2
    
    Status and conditionAll Inventory:
 (a)
    
    is to be supplied in the ordinary course of the Borrowers and the Security
Obligors business and is and will be fit for such purpose;(b)
    
    will be kept by the Borrower and each Security Obligor, at its own expense, in
good and marketable condition (save for damaged items as notified to the Lender and
save for the fact that the Borrower will not be in breach of this undertaking unless
such breach relates to a material quantity of the inventory); and(c)
    
    in relation to finished goods, is not obsolete and will be held for sale.
 20.
    
    EVENTS OF DEFAULTEach of the events or circumstances set out in this clause 20 is an Event of Default
(whether or not caused by any reason outside of the control of the Borrower:) save for
clause 20.18 (Acceleration).20.1
    
    Non-paymentThe failure by the Borrower to discharge all and any other amounts due and payable (but
unpaid) to the Lender under or pursuant to a Finance Document unless such failure is caused
by an administrative or technical error and is not remedied within live Banking Days from
its due date.
 35




---



##### 



20.2
    
    CovenantsAny requirement of clause 16 (Financial Covenants) or clause 18 (Operational Covenants) is
not satisfied (save for a breach of the Total Collateral ratio as set out in 16.2 where a
letter of credit is issued to the Lender in accordance with the requirements of 16.2) and
continues unsatisfied for 30 days from the date of notice by the Lender to the Borrower or
the Borrower or any Security Obligor becoming aware of such non-satisfaction provided, if
such default cannot be cured within 30 days and the Borrower and/or Security Obligors are
diligently trying to cure such default, then the Borrower and/or such Security Obligor shall
have 30 days to cure such default.20.3
    
    Breach of other obligationsThe Borrower and/or any Security Obligor fails to comply with any provision of the Finance
Documents (not addressed by clauses 20.1 (Non-payment) and 20.2 (Covenants)), and the
failure to comply, if capable of remedy, continues unremedied for 30 days from the date of
notice by the Lender to the Borrower requiring such remedy.20.4
    
    MisrepresentationAny representation or statement made or deemed to be made by the Borrower in any Finance
Document (or any other document delivered by or on behalf of the Borrower under or in
connection therewith) is or proves to have been incorrect or misleading in any material
respect when made or deemed to be made and the breach, if capable of remedy, continues
unremedied for ten (10) days from the date of notice by the Lender to the Borrower requiring
such remedy.20.5
    
    Insolvency
 (a)
    
    A member of the Group is unable or admits inability to pay its debts as they
fall due or is deemed to or declared to be unable to pay its debts under applicable
law, suspends or threatens to suspend making payments on any of its debts or, by reason
of actual or anticipated financial difficulties, commences negotiations with one or
more of its creditors with a view to rescheduling any of its indebtedness.(b)
    
    The value of the assets of any member of the Group is less than its liabilities
(taking into account contingent and prospective liabilities).(c)
    
    A moratorium is declared in respect of any indebtedness of any member of the
Group. If a moratorium occurs, the ending of the moratorium will not remedy any Event
of Default caused by that moratorium.
 20.6
    
    Winding-upThe Borrower or any Security Obligor takes any corporate action or other steps are taken or
legal or other proceedings are started for its winding-up, dissolution or reorganisation
other than for the purposes of a bona fide, solvent scheme of reconstruction or amalgamation
previously approved in writing by the Lender (other than a petition for the
 36




---



##### 



winding-up which the Borrower or any Security Obligor has satisfied the Lender is vexatious,
groundless or an abuse of process and the Borrower or any Security Obligor has taken steps
within seven days of the petition to restrain the petitioner from advertising the petition,
such petition has not been advertised and which in any event has been discharged within 10
Banking Days of the petition).20.7
    
    Analogous proceedingsAnything analogous to or having a substantially similar effect to any of the events
specified in clauses 20.6 (Winding-up) inclusive shall occur under the laws of any relevant
jurisdiction.20.8
    
    Creditors processAny expropriation, attachment, sequestration, distress or execution or any analogous process
in any jurisdiction affects any asset or assets of a member of the Group.20.9
    
    Security InterestAny Security Interest over any assets of any member of the Group is enforced.20.10
    
    Termination of any guaranteeAny guarantee of any amounts due and payable under any of the Finance Documents shall be
terminated, revoked or declared void or invalid.20.11
    
    Cross default
 (a)
    
    Any Financial Indebtedness in excess of US$100,000 of any member of the Group
is not paid when due nor within any originally applicable grace period.(b)
    
    Any Financial Indebtedness in excess of US$100,000 of any member of the Group
is declared to be or otherwise becomes due and payable prior to its specified maturity
as a result of an event of default (howsoever described).(c)
    
    Any commitment for any Financial Indebtedness in excess of US$100,000 of any
member of the Group is cancelled or suspended by a creditor of any member of the Group
as a result of an event of default (howsoever described).(d)
    
    Any creditor of any member of the Group becomes entitled to declare any
Financial Indebtedness in excess of US$100,000 of any member of the Group due and
payable prior to its specified maturity as a result of an event of default (howsoever
described).
 20.12
    
    Cessation of businessThe Borrower ceases carrying on the business or the nature of the business other than as set
out in the annual operating plan.
 37




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##### 



20.13
    
    IllegalityIt is or will become unlawful for the Borrower or any Security Obligor to perform or comply
with any of its obligations under any Finance Document or any such obligation is not or
ceases to be legal, valid, and binding.20.14
    
    RepudiationThe Borrower or any Security Obligor repudiates or does or causes to be done anything
evidencing an intention to repudiate any Finance Document.20.15
    
    InvalidityThe Finance Documents do not come into, or cease to be in, full force and effect or are not
for any reason valid and binding upon and enforceable in all respects against the Borrower
or any Security Obligor.20.16
    
    Material Adverse EffectThere occurs a Material Adverse Effect.20.17
    
    Qualification of Financial StatementsSave as disclosed to the Lender prior to the date of this Agreement any auditor qualifies
their report on the audited financial statements of the Borrower (or any audited
consolidated financial statements of the Group) in any way whatsoever except where the
qualification is of a technical nature and the remedy for the matter giving rise to the
qualification will have no effect on the results of the relevant company for the period to
which such financial statements relate or on the consolidated financial position of the
Group as at the end of such period.20.18
    
    AccelerationOn and at any time after the occurrence of an Event of Default which is continuing the
Lender may, by notice to the Borrower:
 (a)
    
    cancel the Commitment whereupon they shall immediately be cancelled;(b)
    
    declare that the Loan, together with accrued interest, and all other amounts
accrued or outstanding under the Finance Documents be immediately due and payable,
whereupon they shall become immediately due and payable; and/or(c)
    
    declare that the Loan is payable on demand, whereupon it shall immediately
become payable on demand by the Lender.
 38




---



##### 



21.
    
    SUB-PARTICIPATION21.1
    
    Assistance and co-operationThe Borrower undertakes to assist and co-operate (and to procure the assistance and
co-operation of the Security Obligors) with the Administrative Party in any syndication,
sub-participation, sale or transfer of the Administrative Partys interest in the Finance
Documents to another fund operated by Synergy Global Capital in such manner and to such
extent as the Administrative Party may from time to time reasonably require.21.2
    
    Legal and other feesThe Borrower shall promptly reimburse the Administrative Party for its reasonably and
properly incurred legal fees and expenses in connection with any syndication,
sub-participation, sales or transfer of the Administrative Partys interest in the Finance
Documents pursuant to clause 21.1 (Assistance and co-operation), but shall not be
responsible for any other fees and expenses associated therewith, including any fees or
expenses sustained, suffered or incurred by any participant.22.
    
    ASSIGNMENTS22.1
    
    Restriction against assignmentThe Borrower may not assign, sub-contract, delegate or transfer any of its rights and/or
obligations under this Agreement or any other Finance Document.22.2
    
    Right to assignmentThe Lender may assign transfer, sub-contract or delegate any of its rights and/or
obligations under this Agreement or any other Finance Document to another person with the
consent of the Borrower and the Borrower hereby irrevocably consents to the Lender
assigning, sub-contracting or delegating any of its rights and/or obligations pursuant to
clause 21 (Sub-participation) and Synergy Global Capital LLP performing any obligations of
the Lender pursuant to this Agreement.23.
    
    PAYMENT MECHANICS23.1
    
    PlaceUnless a Finance Document specifies that payments under it are to be made in another manner,
all payments by a Party under a Finance Document must be made to the relevant Party to its
account at such office or bank in London as it may notify to the other Party for this
purpose by not less than five Banking Days prior notice.23.2
    
    FundsPayments under this Agreement to the Lender must be made for value on the due date and in US
Dollars.
 39




---



##### 



23.3
    
    Currency
 (a)
    
    Unless otherwise specified in this Agreement, the currency of each amount
payable under this Agreement is determined under this clause 23.3.(b)
    
    Amounts payable in respect of costs and expenses are payable in the currency in
which they are incurred.(c)
    
    Each other amount payable under this Agreement is payable in US dollars.
 23.4
    
    No set-off or counterclaimAll payments made by the Borrower under this Agreement must be made without set-off or
counterclaim.23.5
    
    Banking Days
 (a)
    
    If a payment under this Agreement is due on a day which is not a Banking Day,
the due date for that payment will instead be the next Banking Day in the same calendar
month (if there is one) or the preceding Banking Day (if there is not).(b)
    
    During any extension of the due date for payment of any principal or Unpaid Sum
under this Agreement interest is payable on that principal or Unpaid Sum at the rate
payable on the original due date.
 23.6
    
    Timing of paymentsIf this Agreement does not provide for when a particular payment is due, that payment will
be due within five Banking Days of demand by the Lender.24.
    
    SET OFFThe Lender may set off any matured obligation due from the Borrower under this Agreement (to
the extent beneficially owned by the Lender) against any matured obligation owed by the
Lender to the Borrower, regardless of the place of payment, booking branch or currency of
either obligation. The Lender shall promptly notify the Borrower of any exercise of its
rights under this clause.25.
    
    NOTICES25.1
    
    Address for, and mode of delivery of, notices
 (a)
    
    Every notice, demand and other communication under the Finance Documents shall
be in writing and may be given or made by post or fax.(b)
    
    The address and fax number (and the department or officer, if any, for whose
attention the communication is to be made) of each party to this Agreement for any
communication or document to be made or delivered under or in connection with the
Finance Documents is:
 40




---



##### 



(i)
    
    in the case of the Borrower:The Directors
Popco Entertainment Limited
31 Greenhill Crescent
Waterford Business Park
Watford
WD18 8YBAttention: Michael CooksonFax: +44(0) 1923 200 134(ii)
    
    in the case of the Lender:The Directors
Synergy Global Finance Master Fund Limited
PO Box 309GT
Ugland House
South Church Street
George Town
Grand Cayman
Cayman Islandwith a copy to:Synergy Global Capital LLP (the Investment Manager)
11 Haymarket
London
SW1Y 4BPAttention: Syd Hanna / Andrew AppsFax: +44 20 7484 1301
 or any substitute address or fax number or department or officer as the Borrower may
notify to the Lender or as the Lender may notify to the Borrower by not less than
five Banking Days notice.
 25.2
    
    Delivery of notices
 (a)
    
    Any communication or document made or delivered by one person to another under
or in connection with the Finance Documents will only be effective:
 (i)
    
    if by way of fax, when received in legible form; or
 41




---



##### 



(ii)
    
    if by way of letter, when it has been left at the relevant
address or 5 Banking Days after being deposited in the post, postage prepaid,
in an envelope addressed to it at that address,and, if a particular department or officer is specified as part of its
address details provided under clause 25.1(b) (Address for, and mode of
delivers, of notices), if addressed to that department or officer.
 (b)
    
    Any communication received on a non-Banking Day or after business hours in the
place of receipt will only be deemed to have been given on the next Banking Day in that
place (subject to it having been delivered in accordance with the terms of this
Agreement).
 25.3
    
    Any consent or confirmation required to be given by the Lender in accordance with the terms
of this Agreement which is given by the Investment Manager acting on behalf of the Lender
shall be as valid and binding on the Parties as if it had been given by the Lender.26.
    
    CALCULATIONS AND CERTIFICATES26.1
    
    AccountsIn any litigation or arbitration proceedings arising out of or in connection with this
Agreement, the entries made in the accounts maintained by the Lender are prima facie
evidence of the matters to which they relate.26.2
    
    Certificate of IndebtednessFor the purpose of determining the Borrowers liability under this Agreement, the Borrower
agrees to accept any certificate of Indebtedness signed by any of the Lenders managers or
officers as prima fade evidence of the amount of such Indebtedness (save for any manifest
error or error of law).26.3
    
    Day count conventionAny interest, commission or fee accruing under this Agreement will accrue from day to day
and is calculated on the basis of the actual number of days elapsed and a year of 360 days
or, in any case where the practice in the Relevant Interbank Market differs, in accordance
with that market practice.27.
    
    SEVERABILITYEach of the provisions of this Agreement shall be several and distinct from one another and
if at any time one or more of such provisions is or becomes invalid or illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions of this
Agreement shall not in any way be affected or impaired thereby.
 42




---



##### 



28.
    
    REMEDIES AND WAIVERSNo failure to exercise, nor any delay in exercising, on the part of the Lender, any right or
remedy under this Agreement shall operate as a waiver, nor shall any single or partial
exercise of any right or remedy prevent any further or other exercise or the exercise of any
other right or remedy. The rights and remedies provided in this Agreement are cumulative and
not exclusive of any rights or remedies provided by law.29.
    
    VARIATIONSAny variation of this Agreement shall only be valid if in writing and signed by the Lender
and by the Borrower.30.
    
    COUNTERPARTSThis Agreement may be executed in any number of counterparts, and this has the same effect
as if the signatures on the counterparts were on a single copy of this Agreement.31.
    
    JURISDICTIONThe Parties agree that:
 (a)
    
    Claimif any Party has a claim against any other arising out of or in connection with this
Agreement such claim shall (subject to clause 31(c)(Other courts)) be referred to
the High Court of Justice in England, to the jurisdiction of which each of the
Parties irrevocably submits;(b)
    
    Jurisdictionthe jurisdiction of the High Court of Justice in England over any such claim against
the Lender shall be an exclusive jurisdiction and no courts outside England shall
have jurisdiction to hear or determine any such claim;(c)
    
    Other courtsnothing in this clause 31 (Jurisdiction) shall limit the right of the Lender to
refer any such claim against the Borrower to any other court of competent
jurisdiction outside England, to the jurisdiction of which the Borrower hereby
irrevocably agrees to submit, nor shall the taking of proceedings by the Lender
before the courts in one or more jurisdictions preclude the taking of proceedings in
any other jurisdiction whether concurrently or not;(d)
    
    Service of Processwithout prejudice to any other mode of service allowed under any relevant law, the
Borrower irrevocably appoints Popco Entertainment Holdings Limited
 43




---



##### 



(registration number 03811954) as its agent for service of process in relation to
any proceedings before English courts in connection with any Finance Document, and
agrees that failure by a process agent to notify the Borrower of the process will
not invalidate the proceedings concerned; and(e)
    
    Waiver of Immunitythe Borrower irrevocably and unconditionally waives any immunity to which it or its
property may at any time be or become entitled, whether characterised as sovereign
immunity or otherwise, from any set-off or legal action in Hong Kong or elsewhere,
including immunity from service of process, immunity from jurisdiction of any court
or tribunal, and immunity of any of its property from attachment prior to judgement
or from executive of a judgement.
 32.
    
    GOVERNING LAWThis Agreement is governed by English law.This Agreement has been entered into on the date stated at the beginning of this Agreement.
 44




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##### 



SCHEDULE 1
 Utilisation Request
 From:
    
    Popco Entertainment LimitedTo:
    
    Synergy Global Master Fund LimitedDated:
    
    ♦     , 200♦
  POPCO ENTERTAINMENT LIMITED (FORMERLY CORGI INTERNATIONAL LIMITED) US$5,000,000 Facility Agreement
dated June 2008 (the Agreement )
 1.
    
    We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have
the same meaning in this Utilisation Request unless given a different meaning in this
Utilisation Request.2.
    
    We wish to borrow a Loan on the following terms:
 Proposed Utilisation Date:
    
    ♦      200♦        (or if that is not a Banking Day, the next Banking Day)Amount:
    

    US$[3,000,000] [5,000,000]Interest Period:
    

    [One Month]
 3.
    
    We confirm that each condition specified in clause 4.2 (Further conditions precedent) is
satisfied on the date of this Utilisation Request.4.
    
    The proceeds of this Loan should be credited to ♦5.
    
    This Utilisation Request is irrevocable.
  POPCO ENTERTAINMENT LIMITED




---



##### 



SCHEDULE 2
 Conditions Precedent
 1.
    
    Corporate Documents
 (a)
    
    Copies of the constitutional documents of the Borrower and each Security
Obligor.(b)
    
    Copy board resolutions of the board of directors of the Borrower and each
Security Obligor:
 (i)
    
    approving the terms of, and the transactions contemplated by,
the Finance Documents to which it is a party and resolving that it execute,
deliver and perform the Finance Documents to which it is a party;(ii)
    
    authorising a specified person or persons to execute the
Finance Documents to which it is a party on its behalf; and(iii)
    
    authorising a specified person or persons, on its behalf, to
sign and/or despatch all documents and notices (including, if relevant,
Utilisation Notices) to be signed and/or despatched by it under or in
connection with the Finance Documents to which it is a party.
 (c)
    
    A specimen of the signature of each person authorised by the resolution
referred to in paragraph 1(b) above in relation to the Finance Documents and related
documents.(d)
    
    A certificate of the Borrower confirming that utilising, borrowing,
guaranteeing or securing. as appropriate, the Facility would not cause any borrowing,
guarantee, security or similar limit binding on the Borrower to be exceeded.(e)
    
    A certificate of an authorised signatory of the Borrower and each Security
Obligor certifying that each copy document relating to it specified in this paragraph 1
is correct, complete and in full force and effect and has not been amended or
superseded as at a date no earlier than the date of this Deed.(f)
    
    Such legal opinions and other documents as the Lender may require to confirm
the validity and enforceability of the Finance Documents.(g)
    
    Resolution to allow transfer of shares of Popco Distribution Limited.
 2.
    
    Finance documents
 (a)
    
    This Agreement executed by the Borrower.(b)
    
    At least two originals of the following Security Documents executed by the
persons specified below opposite the relevant Security Document:




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Name of Company
    
    Security DocumentThe Borrower
    
    DebenturePopco Entertainment Holdings Ltd
    
    Guarantee and DebenturePopco Distribution Ltd
    
    Guarantee and DebenturePopco Entertainment (UK) Ltd
    
    Guarantee and DebentureMaster Replicas Inc
    
    Security Agreement and Guarantee
 (c)
    
    The executed lntercreditor Agreements in a form satisfactory to the Lender.(d)
    
    A copy or all notices required to be sent under the Security Documents duly
acknowledged by the addressee.(e)
    
    Such certificates of registration, application forms and other documents
(together with appropriate fees) as may be necessary to complete and register the
security created pursuant to the Security Documents.
 3.
    
    InsurancesIn relation to all insurance policies subsisting at the Commencement Date:
 (a)
    
    a certified copy of each of the policies;(b)
    
    written confirmation of the amount and terms of each of the policies;(c)
    
    satisfactory evidence that all premiums are paid up to date; and(d)
    
    satisfactory evidence that the Lender has been named as sole first loss payee
in relation to each such policy and is co-insured under each of the policies.
 4.
    
    Financial Information
 (a)
    
    Up-to-date Management Accounts for the Borrower and each Security Obligor and a
copy of the annual audited consolidated accounts for the Financial Year ending 31 March
2007 for the Borrower and each Security Obligor.(b)
    
    The business plan, the projected balance sheets, anticipated capital
expenditure, statements of income and expense and cashflow models for the Borrower.
 5.
    
    PensionConfirmation that there is no defined benefit pension scheme in the Group.




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##### 



6.
    
    Other documents and evidence
 (a)
    
    The results of the anti-money laundering checks and procedures concerning such
persons, as required by the Lenders policies and/or any applicable laws or
regulations.(b)
    
    Evidence that the fees, costs and expenses then due from the Borrower have been
paid or will be paid by the first Utilisation Date.(c)
    
    Clear winding-up and administration searches in relation to the Borrower and
the Security Obligors.(d)
    
    Satisfactory completion of legal, financial and commercial due diligence by the
Lender.(e)
    
    Written confirmation from the Borrowers legal counsel in Hong Kong addressed
to the Lender that no Tax Deduction (as defined in clause 11 (Tax gross up and
indemnities)) will be required to be made by the Borrower.(f)
    
    Any other document, assurance or opinion that the Lender may require.(g)
    
    The issuance to the Lender of Warrants to acquire 300,000 Warrant Shares
together with evidence satisfactory to the Lender that the Warrants have been validly
issued by the Borrower and registered in the name of the Lender in the warrant register
of the Borrower.(h)
    
    Evidence that any process agent referred to in clause 31(d) (Service of
Process) has accepted its appointment.




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##### 



SCHEDULE 3
 Form of Covenants Compliance Letter
 To be typed on headed paper of the Borrower]
  ̈
 FAO  ̈
    
    Date:  ̈
  Re: Term facility of up to US$5,000,000
 1.
    
    We refer to the term facility agreement dated 24 June 2005
(the Agreement).2.
    
    Unless otherwise defined herein or the context otherwise requires, terms defined in the
Agreement shall have the same meanings when used in this letter.3.
    
    This letter is a Covenants Compliance Letter required to be delivered by Popco Entertainment
Limited to Synergy Global Finance Master Fund Limited in accordance with the Agreement.4.
    
    Monthly requirements
  4.1
    
    The Total Collateral for the Group was at all times more than two (2) times the
aggregate value of the Commitment.
 5.
    
    Quarterly requirements
  5.1
    
    The Trading Cashflow of the Group is greater than the amount stated against the
corresponding review period in column (B) of the table in clause 16.1 (Trading
cashflow) of the Agreement.




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##### 



(Insert name of Director/Aurhorised Signatory/for and on behalf ofPOPCO ENTERTAINMENT LIMITED(formerly Corgi International Limited)




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##### 



SCHEDULE 4
 Dormant Companies
 1.
    
    Icon Collectibles Limited2.
    
    Lideo Collectibles Limited3.
    
    Corgi USA Inc




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##### 



SCHEDULE 5
 Warrants
   5:00  EXPIRATION DATE
  CORGI INTERNATIONAL LIMITED
 WARRANT TO CREDIT [      ] AMERICAN DEPOSITARY SHARES ( ADSs ) REPRESENTING SUCH NUMBER OF ORDINARY
SHARES
 Warrantholder  ̈  ̈ Warrant
Shares Company




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##### 



Company Warrants Warrants  Credit Agreement
 ADR Termination Event Warrant Shares
 Registration
 Transfers
 Exercise of Warrant Appendix B Exercise Agreement




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##### 



Compliance with the US Securities Act
 Payment of Taxes provided however
 Mutilated or Missing Warrants




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##### 



Reservation of Shares
 Adjustments




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##### 



Fractional Interest
 Winding up of the Company or Company Sale




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##### 



(a)
    
    if such winding-up is for the purpose of reconstruction or amalgamation
pursuant to a scheme of arrangement to which the Warrantholder, or some person
designated by them for such purpose by Special Resolution, shall be a party or in
conjunction with which a proposal is made to the Warrantholder and is approved by
Special Resolution, the terms of such scheme of arrangement or (as the case may be)
proposal shall be binding on all Warrantholders;(b)
    
    in any other case, the Warrantholder shall be entitled at any time within 21
(twenty-one) days after the passing of such resolution by irrevocable surrender of its
Warrant certificate(s) to the Companys registered offices in Hong Kong with the
Exercise Agreement duly completed, together with payment of the Warrant Price (or the
relative portion thereof), to elect to be treated as if it had immediately prior to the
commencement of such winding-up or Company Sale exercised such of the Warrant as are
specified in the Exercise Agreement submitted by it and had on such date been the
holder of the Warrant Shares to which it would have become entitled pursuant to such
exercise and the Company and the liquidator of the Company shall give effect to such
election accordingly. The Company shall give notice to the Warrantholder of the passing
of any such resolution within 7 (seven) days after the passing thereof and such notice
shall contain a reminder to the Warrantholder with respect to their rights under this
paragraph (b) (to the extent applicable).
  Benefits
 Notices to Warrantholder




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##### 



Identity of Transfer Agent
 Notices
  
  
 Successors
 Suit by Warrantholders




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##### 



Governing Law
 Jurisdiction
   No Rights as Stockholder
 Amendment; Waiver Majority
Holders provided
 Section Headings
 
 CORGI INTERNATIONAL LIMITEDBy:Jack Lawrence, Chief Financial Officer, ChiefOperating Officer and General Manager, U.S.




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##### 



EXHIBIT A
 Form of Assignment
  
 Dated:
 (Signature)Signed in the presence of:




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##### 



EXHIBIT B
 CORGI INTERNATIONAL LIMITED WARRANT EXERCISE FORM
  Warrant       Warrant Shares
 NameAddress
 and delivered by
    
    (certified mail to the above address),
or
(electronically (provide DWAC Instructions), or
(other (specify)):
   Instruction to Warrantholder: this Warrant may not be exercised from and the Warrant Shares
acquired hereby may not be sent to an address or location in the United States.




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##### 



Signature:Name (please print)AddressAssignee:




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##### 



EXECUTION PAGE
 THE BORROWERSigned by for
    
    
    )and on behalf of POPCO
    
    
    )ENTERTAINMENT LIMITED(formerly
    
    
    )CORGI INTERNATIONAL LIMITED
    
    
    )SignatureTHE LENDER AND SECURITY TRUSTEESigned by for
    
    
    )and on behalf of SYNERGY GLOBAL
    
    
    )FINANCE MASTER FUND LIMITED
    
    
    )Signature