Exhibit
4.3
  CORGI CLASSICS LIMITED   CORGI USA, INC.   CORGI INTERNATIONAL LTD.    HORNBY HOBBIES LIMITED
 ASSET PURCHASE AGREEMENT
 
 Contents
 Clause
    
    Name
    
    Page1
    
    Definitions and interpretation
    
    
    32
    
    Agreement for Sale
    
    
    93
    
    Excluded Assets
    
    
    104
    
    Consideration
    
    
    105
    
    Adjustments to Stock Consideration
    
    
    116
    
    Completion
    
    
    127
    
    Retentions and Retention Account
    
    
    148
    
    Business Contracts
    
    
    159
    
    Liabilities
    
    
    1710
    
    Apportionments and Prepayments
    
    
    1811
    
    Employees
    
    
    1912
    
    Warranties
    
    
    2113
    
    Post-Completion Provisions
    
    
    2214
    
    Announcements
    
    
    2515
    
    Vat
    
    
    25
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Clause
    
    Name
    
    Page16
    
    Risk
    
    
    2617
    
    Information and Further Assurance
    
    
    2618
    
    Rights and remedies of the Buyer
    
    
    2719
    
    Waiver
    
    
    2720
    
    No Merger
    
    
    2721
    
    Contracts (Rights of Third Parties) Act 1999
    
    
    2722
    
    Costs
    
    
    2823
    
    Set-off, withholding tax and grossing-up
    
    
    2824
    
    Invalidity
    
    
    2825
    
    Counterparts
    
    
    2826
    
    Communications
    
    
    2827
    
    Proper Law
    
    
    29
 Schedule
    
    Name
    
    Page1
    
    Apportionment of Consideration
    
    
    302
    
    Calculation of Stock Inventory
    
    
    313
    
    Employees
    
    
    323
    
    Part 1 Employees
    
    
    323
    
    Part 2 Excluded Employees
    
    
    324
    
    Business Contracts
    
    
    354
    
    Part 1
    
    
    354
    
    Part 2
    
    
    354
    
    [Part 3
    
    
    355
    
    Excluded Tooling
    
    
    36]6
    
    Liabilities to Suppliers
    
    
    376
    
    Part 1
    
    
    376
    
    Part 2
    
    
    376
    
    Part 3 Agreed Form Confirmations to be Obtained
    
    
    377
    
    Trade Marks
    
    
    388
    
    Warranties
    
    
    398
    
    Part 1 Corporate Matters
    
    
    398
    
    Part 2 Finance
    
    
    398
    
    Part 3 Trading
    
    
    408
    
    Part 4 Employees
    
    
    418
    
    Part 5 Pensions
    
    
    438
    
    Part 6 Assets
    
    
    449
    
    Taxation Warranties
    
    
    4610
    
    Sellers Protection Provisions
    
    
    48Execution Page
    
    
    50Appendices Name1
    
    Estimated Stock Inventory2
    
    Tooling
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DATED
 PARTIES
 (1)
    
    CORGI CLASSICS LIMITED, a company incorporated in England and Wales with registered number
03034370 whose registered office is at Park House Meridien East, CORGI INTERNATIONAL LIMITEDa
company incorporated in Hong Kong whose registered office is at Unit 711  717 , 7/F., Tower
A, New Mandarin Plaza, 14 Science Museum Road, TST East, Kowloon, Hong Kong, S.A.R., China and
CORGI USA, INC.a corporation whose registered office is at 201 North Civic Drive, #239 Walnut
Creek, California 94596 (the Sellers, each individually a Seller)
 (2)
    
    HORNBY HOBBIES LIMITED, a Company incorporated in England and Wales with registered number
02065081 whose registered office is at Westwood, Margate, Kent CT9 4JX (the Buyer)
 OPERATIVE PROVISIONS
 1
    
    DEFINITIONS AND INTERPRETATION1.1
    
    In this Agreement:Agreed Form means a form agreed between the parties, a copy of which has been
initialled for the purpose of identification by or on behalf of the parties.Associate means (in relation to a company) a Subsidiary Undertaking or Parent
Undertaking of that company, and another Subsidiary Undertaking of any Parent
Undertaking of the company.Assets means the assets to be purchased by the Buyer from the Sellers and
described in Clause 2.2.Assumed Liabilities as defined in Clause 9.2.Brands means the Corgi brand, the Lledo brand, the Basset Lowke brand, the
Vanguard brand, the Days Gone By brand and all other trade marks listed in Agreed
Form Appendix 4 to this Agreement.Business means that part of the relevant Sellers business concerned with or
ancillary to the production, marketing and sale of the Goods but excluding the Excluded
Business.Business Contracts means the contracts, licences and purchase orders listed in
Schedule 4 (Business Contracts ) together with all sales orders outstanding as at the
Transfer Date in the UK or US order books of the Sellers.Business Day means a day (other than a Saturday or Sunday) on which the clearing
banks in the City of London are open for business.Business IPR means:
 (a)
    
    all Intellectual Property Rights in or relating to the Brands;(b)
    
    all the trade mark applications and registrations listed in the Agreed
Form Appendix 4 to this Agreement;
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(c)
    
    all Intellectual Property Rights in or relating to the Tooling,
including all design documents and drawings for the Tooling; and(d)
    
    all other Intellectual Property Rights owned by any member of the
Sellers Group which is or has been used in the Business.
 Business Records Trademarks
 Buyers Group
 Buyers Solicitors
 CA1985
 CA2006
 Completion Completion
 Consideration
 Creditors
 Determined Determination
 Debts
 Disclosure Letter
 Employees Employees
 Employment Contribution
 Employment Income
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Employment Legislation
 Employment Regulations
 Encumbrance
 Excluded Assets Excluded Assets
 Excluded Business
 Excluded Employees Excluded Employees
 Excluded Goods
 Excluded Liabilities
 Excluded Tooling
 First Retention
 First Retention Claim
 First Retention Release Date
 Goods
 Goodwill
 HMRC
 Intellectual Property Rights
 5




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Liabilities to Suppliers
 NIC System
 Parent Undertaking Subsidiary Undertaking
 Particulars of Employment
 (a)
    
    a copy of the written service agreement of the Employee or (as
appropriate) of the particulars of employment applicable and issued to such
Employee;(b)
    
    the age, sex and date of commencement of employment of the Employee
including any employment with a previous employer which counts as continuous
employment for the purposes of the Employment Rights Act 1996;(c)
    
    particulars of any collective agreement affecting the terms of
employment of the Employee including disciplinary or grievance procedures and any
procedures to be followed in the case of redundancy or dismissal; and(d)
    
    particulars of his rights (if any) under the Sellers Pension Scheme
and all such information as may be required to determine his retirement and leaving
service benefit under such scheme including (without limitation) his rate of pay
current at the Transfer Date and length of service ranking for benefit if different
from his period of continuous employment referred to in (b) above] full copies of
which are included in the Disclosure Letter.
 PAYE System
 RAM
 Relevant Benefits
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Relief
 Retained Business Records
 Retained Stock
 Retentions
 Retention Account
 Second Retention
 Sellers Group
 Sellers Pension Scheme
 Sellers Solicitors
 Social Security Legislation
 Stock
 Stock Consideration
 Stock Inventory
 Tax Taxation
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to include the cost of removing any charge over assets imposed by any Tax Authority and in each case all
charges, interest, fines, penalties and surcharges arising from or incidental, or
relating, to the same.Tax Authority means HMRC and any other governmental, state, federal or other
fiscal, revenue, customs or excise authority, department, agency, body or office whether
in the United Kingdom or elsewhere in the world having authority or jurisdiction for any
Tax purpose.Third Party Consent means a consent, licence, approval, authorisation or waiver
required from a third party for the conveyance, transfer, assignment or novation in
favour of the Buyer of any of the Assets in terms acceptable to the Buyer.Third Retentionmeans the sum of £2,712,064.18.Third Retention Release Datemeans the date on which the last of the liabilities
detailed in Schedule 6 Part 2 has been paid.Tooling means all the jigs and tooling used for, or in connection with (i) the
production of the Goods, (ii) the production of the Harry Potter Ford Anglia, (iii) the
production of the James Bond products and (iv) the production of the Beatles
products including, but not limited to, all jigs and tooling listed in the Agreed Form
Appendix 3 to this Agreement but excluding the Excluded Tooling.Transfer Date means close of business on the date of this Agreement.UK Business and Assets means those Business and Assets of the UK Seller and the
UK Business shall mean the business of the UK Seller.UK Listing Authority means the Financial Services Authority acting in its
capacity as the competent authority for listing pursuant to Part VI of the Financial
Services and Markets Act 2000.UK Seller means Corgi Classics Limited;VAT means value added tax and its equivalent turnover tax under the law of any
other country.VATA means Value Added Tax Act 1994 and any equivalent legislation in any other
country.VAT Regulations means Value Added Tax Regulations 1995 (SI 1995/2518).Warranties means the warranties of the Sellers contained in Schedule 8
(Warranties) and Schedule 9 (Taxation Warranties).1.1
    
    A reference to a statute or statutory provision is a reference to that statute or statutory
provision and to all orders, regulations, instruments or other subordinate legislation made
under the relevant statute.1.2
    
    Any reference to a statute, statutory provision, subordinate legislation, code or guidance
(statutory provision) is a reference to such statutory provision as amended and in force
from time to time and to any statutory provision which re-enacts or consolidates (with or
without modification) any such statutory provision.
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1.3
    
    References to a statutory provision or to a legal or accounting principle applying under
English law shall, where the context requires, be treated as including references to the
nearest corresponding provision or principle in the local jurisdiction and references to a
governmental, local governmental or administrative authority or agency in the United Kingdom
shall be treated as including references to the nearest equivalent governmental, local
governmental or administrative authority or agency in that jurisdiction.1.4
    
    Reference to:
 (a)
    
    a person includes a legal or natural person, partnership, trust,
company, government or local authority department or other body (whether corporate
or unincorporate);(b)
    
    a statutory or regulatory body shall include its successors and any
substituted body;(c)
    
    an individual includes, where appropriate, his personal
representatives;(d)
    
    the singular includes the plural and vice versa; and(e)
    
    one gender includes all genders.
 1.5
    
    Unless otherwise stated, a reference to a Clause, Schedule or Appendix is a reference to a
Clause, Schedule or Appendix to, this Agreement and a reference to this Agreement includes its
Schedules.
 1.6
    
    Clause headings in this Agreement and in the Schedules are for ease of reference only and do
not affect its construction.
 1.7
    
    In construing this Agreement the so-called ejusdem generisrule does not apply and
accordingly the interpretation of general words shall not be restricted by words indicating a
particular class or particular examples.
 2
    
    AGREEMENT FOR SALE
 2.1
    
    The Sellers agree to sell (or procure to be sold) with full title guarantee free from
Encumbrances and the Buyer agrees to purchase the Business, as a going concern, and all the
Assets with effect from the Transfer Date.2.2
    
    The Assets shall comprise the following assets:
 (a)
    
    the Stock;(b)
    
    the Tooling;(c)
    
    the benefit, subject to the burden of the Business Contracts other than
those listed in Schedule 4Part 2 or Schedule 4 Part 3 (subject always to clause
9.2(a));(d)
    
    the Goodwill;(e)
    
    the Business Records; and(f)
    
    the Business IPR.
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3
    
    EXCLUDED ASSETSThe following shall be excluded from the sale under this Agreement:
 (a)
    
    any interest in land or buildings enjoyed or used by the Sellers
wheresover located;(b)
    
    any cash in hand or at the bank or any other financial institution at
the Transfer Date (whether on current or deposit account) including cheques
uncleared at the Transfer Date;(c)
    
    any account receivables, cheques, bills of exchange, stocks, shares,
promissory notes, negotiable instruments or other securities;(d)
    
    the benefit of any policies of assurance, insurance, indemnity and
trade credit insurance;(e)
    
    the benefit or burden of any contracts entered into by the Sellers or
any other company within the Sellers Group (other than the Business Contracts),
including but not limited to any royalty or licensing agreements in place in
relation to the production of the Goods;(f)
    
    the Debts;(g)
    
    any amount recoverable in respect of Tax which relates to the carrying
on of the Business prior to the Transfer Date; and(h)
    
    all pension funds and pension fund surpluses;(i)
    
    the Retained Business Records; and(j)
    
    the Excluded Business.
 4
    
    CONSIDERATION4.1
    
    The purchase consideration for the Business and the Assets shall, subject to adjustment in
accordance with the provisions of Clause 5 (Adjustments to Stock Consideration) be the
aggregate of £7,375,000 and the Stock Consideration, which shall be satisfied:
 (a)
    
    as to the sum of £ 4,408,709.73, in cash at Completion;(b)
    
    as to the sum of £750,000 on account of the Stock Consideration, in
cash at Completion; and(c)
    
    as to the sum of £3,049,290.27 by payment of the Retentions in
accordance with the provisions of Clause 7.
 4.2
    
    The Consideration shall be apportioned in the manner listed in Schedule 1 (Apportionment of
Consideration) save that any adjustment to the Consideration resulting from the operation of
Clause 5 (Adjustments to Stock Consideration) shall be attributed to the Stock Consideration.
 4.3
    
    The Sellers undertake to discharge all amounts owing to any counterparty to a Business
Contract at Completion (other than the sums specified in Schedule 6Part 2) within 90 days of
Completion.
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4.4
    
    Without prejudice to the generality of Clause 4.5, the Buyer shall be responsible for and
covenants to pay (or promptly reimburse the Sellers in respect of) all sales or transfer taxes
arising from or in connection with the sale of the Assets or Business pursuant to this
Agreement which are or may become payable to any federal or state authorities in the United
States or Hong Kong.4.5
    
    The Consideration shall be exclusive of any VAT, or any other applicable sales or transfer
tax which subject to Clause 15 will be payable (where applicable) in respect of each sum at
the same time that such sum falls due for payment upon production of a valid VAT invoice (or
other sales or transfer tax document).5
    
    ADJUSTMENTS TO STOCK CONSIDERATION5.1
    
    On Completion the Buyer shall pay £750,000 in cash to the Sellers in accordance with Clause
4.1(b) and the Second Retention into the Retention Account in accordance with Clause 4.1(c) on
account of the Stock Consideration.5.2
    
    The Buyer and the Sellers agree that
 (a)
    
    the costs of carriage of the Stock from such addresses as are notified
to the Buyer under Clause 5.3 to the Buyers warehouse facilities at Westwood,
Margate, Kent CT9 4JX in respect of UK based Stock and 3900-C2 Industry Drive East,
Fyfe, Washington, US 98424 in respect of US based Stock;(b)
    
    the costs of storage of the Stock pending carriage pursuant to this
Agreement; and(c)
    
    the costs incurred by the Buyer and/or the Sellers in relation to the
separation and segregation of the Tooling within the premises of the third parties
holding the Tooling,
 shall be borne as to 50 per cent. by the Buyer and as to 50 per cent. the Sellers and,
to the extent not settled pursuant to the provisions of this Clause 5 or Clause 10, the
relevant party shall reimburse the other on demand.5.3
    
    As soon as practicable following Completion but in any event within 30 days of Completion,
the Sellers shall deliver or procure the delivery of:
 (a)
    
    the UK based Stock (including any Stock in transit) to the Buyers
warehouse facility in Westwood, Margate, Kent CT9 4JX; and(b)
    
    the US based Stock (including any Stock in transit) to the Buyers
warehouse facility in 3900-C2 Industry Drive East, Fyfe, Washington, US 98424.
 5.4
    
    The Stock Inventory shall be agreed or determined in accordance with Schedule 2.5.5
    
    If the Stock Inventory shows that the Stocks value is less than £750,000, the Stock
Consideration shall be reduced by an amount (the Deficit) equal to the amount of the
shortfall and the Second Retention (together with any interest earned thereon but less
applicable bank charges) shall be released to the Buyer within five Business Days of the Stock
Inventory having been agreed or determined in accordance with Schedule 2.5.6
    
    The Sellers are liable to pay a sum equal to the amount of the Deficit (together with
interest on such amount calculated in accordance with this Clause) to the
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Buyer in cash within
five Business Days of the Stock Inventory having been agreed or determined in accordance with
Schedule 2. Interest shall be calculated from the date of Completion until the date of
payment at the rate of 3% per annum above the base rate of Barclays Bank PLC from time to
time.5.7
    
    If the Stock Inventory shows that the Stocks value is more than £750,000, the Stock
Consideration shall be increased by an amount (the Credit) equal to the amount of the
excess.5.8
    
    The Buyer is liable to pay a sum equal to the amount of the Credit (together with interest on
such amount calculated in accordance with this Clause) to the Sellers within five Business
Days of the Stock Inventory having been agreed or determined in accordance with Schedule 2
first by release to the Seller out of the Second Retention (together with interest earned
thereon but less applicable bank charges) and thereafter in cash. Interest shall be
calculated from the date of Completion until the date of payment at the rate of 3% per annum
above the base rate of Barclays Bank PLC from time to time.5.9
    
    To the extent that the amount of the Credit is less than the amount of the Second Retention,
the balance of the Second Retention (together with interest earned thereon but less applicable
bank charges) not released to the Seller pursuant to Clause 5.8 shall be released to the Buyer
within five Business Days of the Stock Inventory having been agreed or determined in
accordance with Schedule 2.6
    
    COMPLETION6.1
    
    Completion shall take place at the offices of the Buyers Solicitors immediately following
the signing of this Agreement. Subject to Clause 6.9, the transactions mentioned in
Clause 6.2 to Clause 6.6 shall then take place.6.2
    
    On Completion the Sellers shall:
 (a)
    
    deliver, or procure delivery, to the Buyer:
 (i)
    
    a certified copy board minute of each Sellers duly
authorising the entry into this Agreement and the transactions contemplated
herein;(ii)
    
    duly executed assignments of the Business IP in the
Agreed Form;(iii)
    
    a letter of confirmation addressed to the relevant
Seller in the Agreed Form from each entity listed in Schedule 6Part 3
confirming that upon payment of the sum specified in that letter all claims
that such manufacturer, licensor and other counterparty may have against
the Sellers as at Completion are fully and finally settled;(iv)
    
    the Business Records; and(v)
    
    copies of releases and letters of non-crystallisation
duly executed by Barclays Bank plc, RAM and CoFace Receivables Finance
Limited in the Agreed Form in respect of all Encumbrances on or affecting
any of the Assets.
 (b)
    
    without prejudice to the post-Completion obligations under Clause 5.3,
procure that the Stock is available for collection by or on behalf of the
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Buyer at
the locations at which it is stored with the intent that the Stock shall be deemed
delivered on Completion; and(c)
    
    procure that the Tooling is available for immediate use by the Buyer at
the locations at which it is stored and the Tooling shall be deemed delivered on
Completion.
 6.3
    
    As soon as practicable but in any event within 30 days of Completion, the Sellers other than
Corgi International Limited shall, and shall procure that any Associate of the Sellers shall,
change its name so as to exclude all of the Brand names and any similar words or names. As
soon as practicable but in any event within 90 days of Completion Corgi International Limited
shall change its name so as to exclude all of the Brand names and any similar words or names.6.4
    
    As soon as practicable but in any event within 30 days of Completion, the Sellers shall, and
the Sellers shall procure that any Associate of the Sellers shall, remove all words/names
related to the Brands from all of its respective stationary, promotional and other materials
associated with the relevant company save in respect of any materials used for the sale of
branded inventory in existence at the date of this Agreement but which does not comprise the
Business and/or Assets to be acquired by the Buyer pursuant to this Agreement.6.5
    
    Each Seller undertakes to ensure that it settles all amounts outstanding as at the Transfer
Date to those persons listed in Schedule 6 Part 1 and will notify the Buyer promptly after
each such settlement.6.6
    
    Each Sellers undertakes that, if available to the Sellers to do so at any time following
Completion, the Buyer shall have the right of first refusal in respect of the renewal of the
James Bond Die-Cast licence.6.7
    
    Upon completion of the matters referred to in Clause 6.2, the Buyer shall:
 (a)
    
    pay by means of electronic funds transfer to the account of the
Sellers Solicitors with Barclays Bank plc, 1 Churchill Place, Canary Wharf, London
E14 5HP, Sort Code 20-00-00, account number 10063770 and account name Orrick,
Herrington & Sutcliffe General Client Account the sum of £5,210,709.73 being the
aggregate of (i) that part of the Consideration payable to the Sellers in cash at
Completion and (ii) the sum of £52,000 in respect of the Employment Contribution
agreed by the parties pursuant to Clause 11.4 as being attributable to certain
employment termination costs of the Seller in Hong Kong;(b)
    
    deliver to the Sellers duly executed counterparts of the licences,
agreements and any other documents referred to in Clause 6.2; and(c)
    
    pay by means of electronic funds transfer to the Retention Account the
Employment Contribution (less £52,000 to be paid to the Sellers Solicitors
pursuant to Clause 6.6(a)), the Retentions to be held in accordance with Clauses
5 and 7.
 6.8
    
    The Buyer shall not be obliged to complete the purchase of any of the Assets (including the
Goodwill) unless the purchase of all the Assets is completed in accordance with this
Agreement.6.9
    
    The Buyer may waive any or all of the requirements contained in Clause 6.2 and Clause 6.3
either unconditionally or subject to the condition that the Sellers gives,
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on Completion, a
written indemnity or undertaking to the Buyer in such form as the Buyer requires.7
    
    RETENTIONS AND RETENTION ACCOUNT7.1
    
    The Buyer and the Sellers shall instruct the Buyers Solicitors to:
 (a)
    
    hold the Employment Contribution and the Retentions in its client
account at Barclays Bank PLC, Pall Mall Branch, London SW1 on terms that the
Buyers Solicitors shall not give any instruction to the bank in relation to the
Retentions except on the joint written instructions of the Buyers Solicitors and
the Sellers Solicitors;(b)
    
    transfer the funds paid in accordance with Clause 6.7(c) to that
account as soon as practicable; and(c)
    
    procure compliance with the remaining provisions of this Clause.
 7.2
    
    The amount retained in the Retention Account in respect of the Employment Contribution shall
be applied (together with accrued interest and provided that bank charges shall be paid from
funds in the Retention Account in respect of the Employment Contribution) in or towards
settlement of a claim upon a liability of the Buyer pursuant to Clause 11.4 being Determined.
The Buyers Solicitors shall otherwise continue to hold the amount or the remaining amount in
the Retention Account in respect of the Employment Contribution pending settlement or
resolution of all outstanding claims pursuant to Clause 11.4. Within 14 days of
determination, settlement or resolution of all claims pursuant to Clause 11.4, which are
outstanding at or after the date falling six months after the date of this Agreement, the
Buyer shall irrevocably instruct the Buyers Solicitors to immediately pay to the Seller the
amount standing to the credit of the Retention Account in respect of the Employment
Contribution.7.3
    
    At any time prior to the First Retention Release Date, the Buyer shall be entitled to have
recourse to the First Retention to satisfy Determined First Retention Claims. The Buyers
Solicitors shall otherwise continue to hold the amount or the remaining amount in the
Retention Account in respect of the First Retention pending Determination of all outstanding
First Retention Claims. Within 14 days of Determination of all outstanding First Retention
Claims which are outstanding at or after the First Retention Release Date the amount standing
to the credit of the Retention Account in respect of the First Retention (including accrued
interest thereon) shall be paid:
 (a)
    
    to the Buyer: the outstanding amount payable to the Buyer in respect of
Determined First Retention Claims (insofar as there is sufficient standing to the
credit of the Retention Account in respect of the First Retention, after deducting
accrued unpaid bank charges); and(b)
    
    to the Sellers: any amount left standing to the credit of the Retention
Account (after payment of bank charges) in respect of the First Retention together
with accrued interest.
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7.4
    
    At any time following the Transfer Date the Buyer shall have recourse to all sums standing to
the credit of the Retention Account in respect of the Third Retention to satisfy the
liabilities detailed in Schedule 6 Part 2. The Buyer shall immediately instruct the Buyers
Solicitors to pay from the Third Retention such sums as are advised by the Sellers upon:
 (a)
    
    the Buyer receiving confirmation from any Seller that a liability has
been agreed with the third party and the amount agreed to be paid to the third
party; and(b)
    
    the Buyer (acting reasonably) being satisfied that such payment will
constitute a full and final settlement with that third party in respect of sums due
to it by the Seller as at the Transfer Date.
 Within 14 days of the Third Retention Release Date, the Buyer will irrevocably instruct
the Buyers Solicitors to immediately pay to the Seller any amount standing to the
credit of the Retention Account in relation to the Third Retention.8
    
    BUSINESS CONTRACTS8.1
    
    The Sellers shall with effect from the Transfer Date assign to the Buyer, or procure the
assignment to the Buyer, of all of the Business Contracts (other than those listed in Schedule
4Part 2 or Schedule 4 Part 3) which are capable of assignment without a Third Party Consent.8.2
    
    If any of the Business Contracts listed in Schedule 4Part 1 cannot be assigned or novated to
the Buyer except with a Third Party Consent the following provisions shall apply:
 (a)
    
    the Buyer shall be responsible (at its own expense) for obtaining, and
shall use all reasonable endeavours with the co-operation of the Sellers to obtain,
the Third Party Consent and shall notify the Sellers as soon as any Third Party
Consent is obtained or refused or is the subject of any other communication from
the relevant third party;(b)
    
    unless and until any such Business Contract listed in Schedule 4Part 1
is assigned or novated, the Sellers will hold the benefit on trust for the Buyer
absolutely and pay over any benefit derived from such Business Contract, referable
to the period from the Transfer Date, promptly to the Buyer;(c)
    
    the Sellers shall, subject to being indemnified by the Buyer in respect
of its costs, give reasonable assistance after Completion to the Buyer to enable
the Buyer to enforce the rights of the Sellers under such Business Contract and the
Buyer shall (subject to Clause 8.3) assume and perform all the obligations of the
Sellers and discharge all liabilities of the Sellers arising under the Business
Contract (in accordance with its terms) after Completion; and(d)
    
    if any requisite Third Party Consent is refused or not obtained within
[60] days (or such longer period as the Buyer may specify) after Completion then
(as the Buyer may elect) either:
 (i)
    
    the Sellers shall continue to hold the benefit of the
Business Contract concerned in trust for the Buyer absolutely and pay over
any benefit derived from such Business Contract, referable to the period
from the Transfer Date, promptly to the Buyer until the
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benefit of such
Business Contract is assigned to the Buyer or is the subject of a novation
in favour of the Buyer but subject to the Buyer assuming and performing
(subject to Clause 8.3) on behalf of the Sellers all the obligations of the
Seller, and discharging all liabilities of the Sellers arising, under such
Business Contract (in accordance with its terms) arising ; or(ii)
    
    the Sellers shall use its reasonable endeavours to
procure the cancellation of the relevant Business Contract so that the
Buyer is able to enter into new arrangements with the relevant party or
parties.
 8.3
    
    Nothing in this Agreement shall:
 (a)
    
    require the Buyer to perform any obligations or discharge any
liabilities created by or arising under any Business Contracts insofar as such
obligations or liabilities fall due to be performed before the Transfer Date,
including the Liabilities to Suppliers;(b)
    
    make the Buyer liable for any act, neglect, default or omission in
respect of any Business Contracts committed by the Sellers or occurring before the
Transfer Date; or(c)
    
    make the Buyer liable for any claim, expense, loss or damage arising
from any failure to obtain any Third Party Consent to this Agreement or from any
breach of any Business Contracts caused by the execution, completion or performance
of this Agreement.
 8.4
    
    Following Completion the Buyer may serve notice on the Sellers at any time after any relevant
Third Party Consent is obtained requiring the Sellers to execute an assignment or a novation
(in terms reasonably required by the Buyer) of a Business Contract to or in favour of the
Buyer, and the Sellers will arrange for the execution of such assignment or novation and its
delivery to the Buyer not later than ten Business Days after the receipt either of such notice
or of the engrossment of such assignment or novation by the Sellers (or the Sellers
Solicitors) whichever is the later.8.5
    
    Nothing in this Agreement shall be construed as an assignment or attempted assignment if such
assignment or attempted assignment would constitute a breach of such Business Contract.8.6
    
    The Sellers shall indemnify the Buyer on an after tax basis against all actions, proceedings,
losses, costs, expenses, damages, claims and demands and all other liabilities whatsoever
(including, without limitation, all losses, liabilities and reasonable and proper costs
incurred as a result of defending or settling any claim alleging any such liability) suffered
or incurred by the Buyer by reason of or arising out of any of the matters listed in Clause
8.3 including any sum in respect of Liabilities to Suppliers not satisfied on Completion or as
soon as practicable thereafter.8.7
    
    The Buyer shall indemnify the Sellers on an after tax basis against all actions, proceedings,
losses, costs, expenses, damages, claims and demands and all other liabilities whatsoever
(including, without limitation, all losses, liabilities and
reasonable and proper costs incurred as a result of defending or settling any claim
alleging any such liability) suffered or incurred by the Sellers by reason of or arising
out of any failure by the Buyer to comply with Clause 8.2 or suffered or
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incurred by the
Sellers by reason of or arising out of any of the matters listed in Clause 8.9.8.8
    
    The Buyer shall have the right to elect within 30 days of Completion to take over any
Business Contract listed in Schedule 4Part 3 on written notice to that effect to the Sellers.
If the Buyer gives notice under this Clause, the Sellers shall execute such assignment(s) or
novation(s) (in terms reasonably required by the Buyer) of the relevant Business Contract(s)
to or in favour of the Buyer, and the relevant Seller will arrange for the execution of such
assignment(s) or novation(s) and its delivery to the Buyer not later than ten Business Days
after the receipt either of such notice. Once the Buyer gives notice under this Clause 8.8,
the Business Contract in question shall be treated as if it had been a Business Contract
listed in Schedule 4Part 1.8.9
    
    Nothing in this Agreement shall:
 (a)
    
    require the Sellers to perform any obligations or discharge any
liabilities created by or arising under any Business Contract listed in Schedule
4Part 3 insofar as such obligations or liabilities fall due to be performed in the
period (the Interim Period) commencing on the Transfer Date and ending on the
date the Buyer gives notice in respect of such Business Contract pursuant to Clause
8.8; or
 8.10
    
    make the Sellers liable for any act, neglect, default or omission in respect of any Business
Contract listed in Schedule 4Part 3 committed by the Sellers during the Interim Period.9
    
    LIABILITIES9.1
    
    The Buyer undertakes to the Sellers that it will duly and properly perform, assume and pay
and discharge when due all Assumed Liabilities.9.2
    
    In this Agreement:
 (a)
    
    Assumed Liabilities means, subject to Clause 8.3, all obligations and
liabilities of the Sellers under the Business Contracts (other than those Business
Contracts listed in Schedule 4Part 2 and Schedule 4Part 3) arising on or after the
Transfer Date (or in respect of those Business Contracts the Buyer has elected to
take on pursuant to Clause 8.9 on or after the end of the Interim Period) but shall
in any event exclude the Excluded Liabilities;(b)
    
    Excluded Liabilities means all liabilities of the Sellers other than
the Assumed Liabilities, including but not limited to:
 (i)
    
    any liabilities of the Sellers incurred other than in
relation to the Business and the Assets;(ii)
    
    any liabilities incurred in relation to any of the
Excluded Assets;(iii)
    
    any liabilities or obligations referred to in Clause
8.3, any contract, licence or purchase order that is not a Business
Contract and any other liabilities or obligations expressly stated in this
Agreement to be borne by the Sellers or in respect of which the
Sellers have agreed to indemnify the Buyer whether under this Agreement
or otherwise;
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(iv)
    
    any liabilities in respect of National Insurance, PAYE,
VAT or other Taxation attributable to the Sellers in respect of the
Business, Assets and Employees relating to the period ending on the
Transfer Date;(v)
    
    Liabilities to the Suppliers;(vi)
    
    the obligations of the Sellers at the Transfer Date in
relation to Creditors; and(vii)
    
    any other liabilities or obligations incurred in
connection with the Business arising before or referable to the period
prior to the Transfer Date including but not limited to all bank overdrafts
and loans owing by the Sellers in respect of the Business and under the
Business Contracts.
 9.3
    
    Nothing in this Agreement shall be construed as an acceptance or assumption by the Buyer of
any liability or obligation which is not expressly assumed by the Buyer under this Agreement.9.4
    
    The Sellers shall indemnify the Buyer on an after tax basis against the Excluded Liabilities
and all actions, proceedings, losses, costs, expenses, damages, claims and demands and all
other liabilities whatever (including, without limitation, all losses, liabilities, and
reasonable and proper costs incurred as a result of defending or settling any claim alleging
any such liability) in respect of the Excluded Liabilities.9.5
    
    The Buyer shall indemnify the Sellers on an after tax basis against the Assumed Liabilities
and all actions, proceedings, losses, costs, expenses, damages, claims and demands and all
other liabilities whatever (including, without limitation, all losses, liabilities, and
reasonable and proper costs incurred as a result of defending or settling any claim alleging
any such liability) in respect of the Assumed Liabilities.10
    
    APPORTIONMENTS AND PREPAYMENTS10.1
    
    All periodical outgoings and charges in relation to the Business and the Assets (other than
to the extent that they relate to Excluded Liabilities) including royalties, and salaries,
wages, national insurance, pension contributions and all other payments to or in respect of
the Employees (Outgoings) and all periodical receivables in relation to the Business and the
Assets (Receivables) shall be apportioned on a time basis so that such part of the Outgoings
and Receivables as is attributable to the period prior to the Transfer Date shall be borne by
or belong to the Sellers and such part of the Outgoings and Receivables as is attributable to
the period commencing on or after the Transfer Date shall be borne by or belong to the Buyer.10.2
    
    Where any product or service is to be provided by the Buyer under any Business Contract on or
after the Transfer Date, but any payment (whether by way of deposit, prepayment or otherwise)
in respect of the price or cost of such product or service has been received by the Sellers
before the Transfer Date, the Sellers shall pay an amount equal to the amount of that payment
(excluding any amount in respect of Tax for which the Sellers are required to account) to the
Buyer and shall hold such sum in trust for the Buyer until it is paid.10.3
    
    Where any product or service is to be provided to the Buyer under any Business Contract on or
after the Transfer Date, but any payment (whether by way of
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deposit, prepayment or otherwise)
in respect of the price or cost of it has been made by the Sellers before the Transfer Date,
the Buyer shall pay an amount equal to the amount of that payment (excluding any amount in
respect of VAT for which the Buyer is required to account) to the Sellers and shall hold such
sum in trust for the Sellers until it is paid.10.4
    
    The Sellers shall prepare a statement of apportionments and shall deliver it to the Buyer
within 28 Business Days of Completion.10.5
    
    The Sellers and the Buyer shall together endeavour to agree the payments required by this
Clause within 10 Business Days of receipt of the date of the statement of apportionments. If
the Sellers and the Buyer are unable to reach agreement within 10 Business Days of delivery by
the Sellers under clause 10.4, the dispute shall be referred to an independent firm of
chartered accountants nominated jointly by the Sellers and the Buyer or, failing nomination
within 10 Business Days after the request by either the Sellers or the Buyer, nominated at the
request of either party by the president of the Institute of Chartered Accountants in England
and Wales or any successor institute. The firm shall be instructed to determine the relevant
amounts, providing the Sellers and the Buyer for this purpose with all relevant working papers
or copies. The firm shall act as experts and not as arbitrators and their decision (in the
absence of manifest error) shall be final and binding on the parties. The fees shall be
payable by the Sellers and the Buyer in such proportions as the firm determines.10.6
    
    Any sum due between the parties pursuant to this Clause shall be paid in cash to the relevant
party within five Business Days of the amount of the apportionments being agreed or
determined.11
    
    EMPLOYEES11.1
    
    The Sellers and the Buyer agree that the Regulations apply to this agreement and accordingly
the employment of all Employees shall be transferred to the Buyer with effect from the
Transfer Date subject to the right of any of the Employees to object to their transfer
pursuant to Regulation 4(7) of the Regulations.11.2
    
    The Sellers shall indemnify the Buyer on an after tax basis against all actions, proceedings,
losses, costs, expenses, damages, claims and demands and all other liabilities whatsoever
(including, without limitation, all losses, liabilities and reasonable and proper costs
incurred as a result of defending or settling any claim alleging any such liability) suffered
or incurred by the Buyer which relate to or arise out of:
 (a)
    
    the employment or termination of employment of any person (other than
Employees) who claims that their employment transfers to the Buyer or a contractor
of the Buyer by virtue of the operation of the Regulations to the transaction
contemplated by this Agreement; or(b)
    
    the transfer to the Buyer of any liability in connection with the
termination of employment of any employee other than the Employees by the Sellers
up to the Transfer Date; or(c)
    
    any act or omission by the Sellers in respect of any Employee up to the
Transfer Date; or(d)
    
    a failure by the Sellers to comply with its obligations under
regulations 13 and 14 of the Regulations (save to the extent that such liability
arises out
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of a failure by the Buyer to comply with its obligations under
regulation 13(4) of the Regulations).
 11.3
    
    The Buyer shall indemnify the Sellers on an after tax basis against all actions, proceedings,
losses, costs, expenses, damages, claims and demands and all other liabilities whatsoever
(including, without limitation, all losses, liabilities and reasonable and proper costs
incurred as a result of defending or settling any claim alleging any such liability) suffered
or incurred by the Sellers which relate to or arise out of:
 (a)
    
    any act or omission by the Buyer in respect of any Employee on and
after the Transfer Date;(b)
    
    a failure by the Buyer to comply with its obligations under regulation
13(4) of the Regulations; or(c)
    
    a claim by an Employee in relation to an act or omission or proposed
act or omission by the Buyer on or after the Transfer Date which involves or would
involve either a breach of contract or a substantial change in working conditions
to the material detriment of such Employee whether such claim arises before or
after the Termination Date and howsoever occasioned.
 11.4
    
    The Buyer covenants to pay to the Sellers on an after tax basis an amount equal to all
contractual and other sums which relate to or arise out of the termination by the Sellers of
the employment of any Excluded Employees (including all redundancy costs, actions,
proceedings, losses, costs, expenses, damages, claims and demands and all other liabilities
whatsoever (including, without limitation, all losses, liabilities and reasonable costs
incurred as a result of defending or settling any claim alleging any such liability))
(Termination Costs) up to a maximum sum of £125,000 incurred by the Sellers or Cards Inc in
the six months after the date of this Agreement such sum to be held in the Retention Account
in accordance with Clause 7, subject to the Sellers or Cards Inc applying the Employment
Contribution firstly in discharging their liabilities for the dismissal of certain Hong Kong
Excluded Employees (in the agreed sum of £52,000), and secondly by discharging their
obligation to pay notice monies, statutory redundancy pay, enhanced contractual redundancy pay
and pay in lieu of any accrued but untaken holiday entitlement to the Excluded Employees
listed 1 to 19 (inclusive) of Part 2 of Schedule 3 and any employee of Cards Inc and thirdly
(to the extent that there is any remaining Employment Contribution) to any other Termination
Costs (to be determined by the Sellers, and to include any sum deemed by them appropriate to
pay in relation to such termination of the Excluded Employees or employees of Cards Inc
whether or not there is any liability to make such payment).11.5
    
    Salaries and other emoluments including Tax and national insurance payments and contributions
to retirement benefit schemes, including to the Employees shall be borne by the Sellers up to
the Transfer Date and all necessary apportionments shall be made in accordance with Clause 10.11.6
    
    Salaries and other emoluments including Tax and national insurance payments and contributions
to retirement benefit schemes, including to the Employees shall be borne by the Buyer on and
after the Transfer Date and all necessary apportionments shall be made in accordance with
Clause 10.11.7
    
    The Sellers shall pay to the Buyer a sum equal to the value of any holiday accrued by the
Employees but not taken as at the Transfer Date, less the value of any
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holiday taken in excess
of such accrued entitlement and less any holiday pay paid in advance of any of the Employees
entitlements. If the resulting calculation is negative, the Buyer shall make such payment to
the Sellers in accordance with Clause 10.11.8
    
    Subject to Clauses 11.2 and 11.3, in the event any employment tribunal claim and/or other
proceedings being received to which the indemnities in this Clause 11 relates the party
benefiting from the indemnity shall:
 (a)
    
    take such action as the party providing the indemnity (the
Indemnifier) may reasonably request to avoid, dispute, resist, mitigate,
compromise, defend or appeal against any claim for redundancy, unfair or wrongful
dismissal, or any claim otherwise arising out of or in connection with the
employment of any such employee; and(b)
    
    at the Indemnifiers reasonable request delegate to it the conduct of
any claim and/or proceedings (including without limitation those before an
employment tribunal); and(c)
    
    permit the Indemnifier to instruct on its behalf such solicitors or
other professional advisers as the Indemnifier sees fit and provide to those
advisers instructions in accordance with and as directed by the Indemnifier.
 12
    
    WARRANTIES12.1
    
    Subject to the provisions of Clause 12.4 and Schedule 10 (Sellers Protection Provisions)
each of the Sellers jointly and severally warrants to the Buyer that the statements in
Schedule 8 (Warranties) Schedule 9 (Taxation Warranties) are accurate.12.2
    
    Each Seller jointly and severally warrants to the Buyer that:
 (a)
    
    it has the power to enter into and perform this Agreement which
constitutes, or when executed will constitute, binding obligations on it in
accordance with its terms and it shall comply with such terms; and(b)
    
    it has full power and authority to sell the Assets to the Buyer on the
terms set out in this Agreement and without the consent of a third party.
 12.3
    
    The Buyer warrants and undertakes to the Sellers that it has the power to enter into and
perform this Agreement which constitutes, or when executed will constitute, binding
obligations on it in accordance with its terms and it shall comply with such terms.12.4
    
    The Warranties are given subject to any matter fairly disclosed in the Disclosure Letter. A
matter shall be regarded as having been fairly disclosed in the Disclosure Letter only to the
extent that information about that matter is contained in the Disclosure Letter in sufficient
detail to enable the Buyer to properly identify the nature and scope of that matter and to
make a reasonable assessment of that matter.12.5
    
    Each of the Warranties is without prejudice to the other Warranties and, except where
expressly stated otherwise, no Warranty governs or limits the extent or application of the
other Warranties.
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12.6
    
    None of the information supplied by an Employee in connection with the Warranties or the
contents of the Disclosure Letter, or otherwise in connection with this Agreement shall be
deemed a representation to the Sellers as to its accuracy and the Sellers shall not without
the Buyers prior written consent make a claim against any Employee in respect of such
information.12.7
    
    Where any statement refers to the knowledge, belief or awareness of the Sellers, or any
analogous expression, it shall be deemed to include an additional statement that it has been
made after reasonable enquiry of Michael Cookson, Jack Lawrence, Denis Horton and Robert
Esterbrook.13
    
    POST-COMPLETION PROVISIONS13.1
    
    To assure to the Buyer the full benefit of the business and goodwill of the Business, the
Sellers undertakes by way of further consideration for the obligations of the Buyer under this
Agreement, as separate and independent agreements, that it will not without the Buyers prior
written consent:
 (a)
    
    use the Brands in relation to any of its retained business, assets or
products, the Excluded Business and the Excluded Assets save that any Retained
Stock which uses the Brands and which is in existence at the date of this Agreement
may for six months from the date of this Agreement be disposed of by the Seller;(b)
    
    produce any products or goods using the Brands from the date of this
Agreement;(c)
    
    disclose to another person, or itself use for any purpose and shall
procure that each member of the Sellers Group and their officers and employees do
not disclose to another person or itself use for any purpose, and shall use all
reasonable endeavours to prevent the publication or disclosure of, information
concerning the Business, or the transactions or affairs of the clients or
customers of the Business, of which it has knowledge;(d)
    
    for three years after Completion, in relation to a business which is
substantially the same as or in direct completion with the Business, either on its
own account or for another person, directly or indirectly, offer employment to or
employ or offer or conclude any contract for services with an Employee earning over
£25,000 per annum who has during the one year preceding Completion been employed by
the Sellers in relation to the Business; or(e)
    
    for one year after Completion, directly or indirectly carry on a
business activity under a name which is the same as, or similar to, any of the
Brand names.
 13.2
    
    The Sellers agree that the covenants and undertakings contained in Clause 13.1 are reasonable
and are entered into for the purpose of protecting the goodwill, confidential information and
trade connections of the Business. Accordingly the benefit of the covenants and undertakings
may be assigned by the Buyer and its successors in title without the consent of the Seller.13.3
    
    Each undertaking contained in Clause 13.1 shall be construed as a separate undertaking. If
one or more of them is held to be against the public interest or unlawful or an unreasonable
restraint of trade, the remaining undertakings shall continue to bind the Seller.
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13.4
    
    With effect from the Transfer Date, the Buyer grants to the Sellers a non-exclusive,
royalty-free licence to use the those items of the Tooling (the Licensed-Back Tooling) and
those items of Business IP other than trade marks or logos, whether or not registered, (the
Licensed-Back IP) which have been used by the Seller or any member of the Sellers Group
since 1st January 2007 in relation to the licences to the Sellers Group for production of the
James Bond items, the Harry Potter items and the Beatles items all forming part of the
Excluded Goods (the Pop-Co Goods), but only to the following extent and on the following
terms.13.5
    
    The Licensed-IP is licensed only to the extent that its use is necessary or desirable for
the Sellers use of the Licensed-Back Tooling in accordance with this clause 1.13.6
    
    The Sellers shall only use the Licensed-Back Tooling and the Licensed-Back IP to the extent
necessary or desirable for the production of the Pop-Co Goods.13.7
    
    The Sellers shall only use the Licensed-Back Tooling and the Licensed-Back IP to the extent
necessary or desirable for them to fulfil their obligations and exercise their rights under
their current licence agreements (copies of which or the material terms of which have been
included in the Disclosure Letter) with third parties relating to the Pop-Co Goods, but only
for the existing unexpired term of those licences, not including any renewals. If the Sellers
wish to renew such licences, they can so notify the Buyer (setting out the proposed terms of
such renewal) at least 2 months prior to the expiry of the licence and the Buyer will use its
reasonable endeavours, acting in good faith, to agree a mutually acceptable arrangement with
the Seller regarding permitting the Sellers to extend such licence, but provided that the
Buyer shall not be obliged to agree an extension.13.8
    
    The Sellers and the Buyer shall liaise in good faith to agree a mutually convenient timetable
to allow each of them to use the Licensed-Back Tooling as required.13.9
    
    The Buyer will inform the Sellers of any re-location of the Licensed-Back Tooling (which
shall be limited to within Hong Kong and the Peoples Republic of China unless the Sellers
previously consent otherwise in writing) and the Buyer shall further ensure that the Sellers
have reasonable access to the Tooling during normal business hours in order to make use of it
in accordance with the timetable agreed under clause 13.9. The Sellers shall be entitled (upon
reasonable written notice giving material details) to move the Licensed-Back Tooling from
wherever the Buyer locates it from time to time within Hong Kong and the Peoples Republic of
China provided always that it shall as soon as practicable after such usage (and in any event
within 4 weeks), the Sellers return and re-instate the same at their cost and risk, and comply
with the remainder of the provisions of this clause.13.10
    
    The Seller shall exercise all due care and attention in its use of the Licensed-Back Tooling
and shall assume full responsibility for ensuring that use (including re-location and return
under clause 39.9) of the Licensed-Back Tooling by it or its licensees does not cause damage
to or deterioration of the Licensed-Back Tooling, other than such normal wear and tear as
would result from reasonably careful use of the Licensed-Back Tooling in accordance with good
practice,13.11
    
    The Seller shall ensure that following each occasion of the Sellers use (including
re-location and return under clause 1.5) of the Licensed-Back Tooling it is made available to
the Buyer in a clean and tidy condition, and in any event in a condition which is not worse
than the condition in which it was made available to the Seller, save in respect of such
normal wear and tear as would result from reasonably careful use of the Licensed-Back Tooling
in accordance with good practice.
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13.12
    
    The Seller shall not be entitled to modify the Licensed-Back Tooling in any way without the
written consent of the Buyer.13.13
    
    The licence can be sub-licensed to the Sellers Group on terms identical to those in this
clause 1, and can be sub-licensed to the Sellers Groups contractors as necessary for them to
produce the Pop-Co Goods for the Sellers Group, but the Sellers and the sub-licensee shall
each be liable to the Buyer for any breaches of such sub-licences.13.14
    
    The Sellers cannot sell, assign, transfer, charge or otherwise deal with (Transfer) the
licence outside the Sellerss Group without the prior written consent of the Buyer, unless to
an entity purchasing all of the assets or substantially all of the assets of the relevant
Seller (and provided that the Seller notifies the Buyer of the proposed sale and the identity
of the intended purchaser and that intended purchasers group). The Buyer shall otherwise be
entitled to withhold consent for any reason as it sees fit. The Buyer is entitled to Transfer
all or part of the licence. In respect of all such Transfers (by either the Sellers Group or
the Buyer): (i) the Transfer of the licence shall only be permitted as part of the Transfer of
all the other terms of this clause 1; and (ii) upon the request of the other party, the party
wishing to Transfer shall enter into a novation agreement in respect of such Transfer.13.15
    
    The Buyer shall only be entitled to sell or otherwise transfer the Licensed-Back Tooling and
the Licensed-Back IP subject to this licence. The Buyer shall give the Sellers notice in
writing of any assignment.13.16
    
    The Buyer may terminate this licence with immediate effect in writing to the Sellers:
 (a)
    
    if and to the extent that the relevant parts of the Sellers Group
ceases to make the relevant Pop-Co Goods; or(b)
    
    if the Seller commits a material breach of any term or condition of
this licence (or any sub-licensee commits a breach of its sub-licence) and such
breach continues unremedied for more than 30 days after the Buyer has served a
notice in writing on the Seller giving details of the breach requiring its remedy.
 13.17
    
    On the business day following Completion, the Sellers and Buyer shall include in their
existing websites a link to the press releases announcing the Completion of the Transaction.
On the business day following Completion, Sellers shall include on the home page of the
Sellers respective website a mutually agreeable prominent reference to the Completion of the
sale with a link to Buyers website.13.18
    
    For 7 days after Completion, Sellers shall have the right to continue to use Sellers
existing domain names incorporating the name corgi such as corgi-international.com,
corgi-usa.com, corgi.co.uk and any similar domain names containing the name corgi
(collectively, the Corgi Domain Names) with the existing content as well as the right to
continue to use all existing email addresses for employees using such domain names or related
urls (Existing Corgi Email Addresses).13.19
    
    For six months after Completion, Buyer shall include on the home page of any website using
the Corgi Domain Names a mutually agreed prominent reference to Sellers new name, together
with a mutually agreed reference to the Completion of the Sale of Business with a link to
Sellers new website.
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13.20
    
    For one year after Completion, Buyer shall provide a mutually agreeable automated email
response for all emails addressed to the Existing Corgi Email Addresses with a reference to
the Completion of the sale of the Business and a link to a corresponding new email addresses
provided by Sellers to Buyer from time to time.
 13.21
    
    For one year after Completion, Sellers shall use its best efforts to refer or forward any
email or phone calls received by Sellers intended for the Buyer to the persons the Buyer
informs the Sellers from time to time.14
    
    ANNOUNCEMENTSExcept as required by law, the UK Listing Authority or the London Stock Exchange, the
Securities and Exchange Commission, or the rules of any exchange on which either party
is listed (including NASDAQ), no announcement or statement shall be made in relation to
this Agreement or another of the parties to this Agreement, except for the announcement
in the Agreed Form or otherwise as specifically agreed between the parties. An
announcement by the Sellers shall in any event be issued only after prior consultation
with the Buyer.15
    
    VAT15.1
    
    The Sellers and the Buyer acknowledge that, in mutual reliance on each others warranties in
this Clause, the sale and purchase of the UK Business and Assets will constitute the transfer
of a business (or part of a business) as a going concern (TOGC) for the purposes of article
5 of the Value Added Tax (Special Provisions) Order 1995 (the Order).15.2
    
    The Sellers and the Buyer shall use all reasonable endeavours to ensure that the sale of the
UK Business and Assets is treated as a TOGC.15.3
    
    The UK Seller warrants that it is registered for the purposes of VAT under registration
number GB 765 3569 92.15.4
    
    The Buyer and the UK Seller do not intend to make a joint application to HMRC under
Regulation 6(1)(b) of the VAT Regulations 1995 for the Buyer to be registered for VAT under
the UK Sellers VAT registration number.15.5
    
    The Buyer and the UK Seller acknowledge that section 49(5) VATA applies to the TOGC and that
the UK Seller shall comply with its obligations under that section.15.6
    
    Buyers obligations15.6.1
    
    The Buyer warrants that:
 (a)
    
    it is registered for the purposes of VAT under registration
number [];(b)
    
    it is not party to this Agreement as a trustee or nominee or agent for
any other person; and(c)
    
    it intends to use the UK Business and Assets after Completion in
carrying on the same kind of business as the UK Seller has carried on before
Completion for the purposes of VAT.
 15.7
    
    If HMRC determine, in writing after Completion, that the sale and purchase of the UK Business
and Assets is not to be treated as a TOGC, the UK Seller will provide the Buyer with a copy of
HMRCs determination and issue a valid VAT invoice to
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the Buyer for the [UK] Consideration and the VAT chargeable on it and the Buyer will pay
such amount of VAT on the later of: (a) two Business Days before the date upon which the
UK Seller is due to account for such VAT to HMRC; or (b) five Business Days after the
date on which the UK Seller provides the Buyer with a valid VAT invoice.15.8
    
    The Buyer shall on demand indemnify the UK Seller for 50 per cent. of any interest, fines or
penalties properly imposed by HMRC arising in connection with any VAT chargeable in the
circumstances referred to in Clause 15.7 provided that:
 (a)
    
    the Sellers shall immediately forward copies of any correspondence with
HMRC in relation to such interest, fines, or penalties, provide the Buyer with
reasonable opportunity to comment on any such correspondence and shall take into
account any reasonable comments of the Buyer in responding to HMRC; and(b)
    
    the Buyer shall not be liable for any interest, fines or penalties to
the extent that such interest, fines or penalties arise as a result of a failure by
the Sellers in complying with its obligations to HMRC in a timely manner (unless
and to the extent that such failure is as a result of the UK Seller acting in a
manner contemplated by Clause 15) or arising as a result of any breach by the
Seller of any of its obligations under this Agreement.
 16
    
    RISKThe Sellers shall continue to carry on the Business for its own benefit and at its own
risk up to the Transfer Date. The Business and Assets shall be at the risk of the Buyer
from the Transfer Date.17
    
    INFORMATION AND FURTHER ASSURANCE17.1
    
    As soon as practicable after Completion, the Sellers and the Buyer shall each issue a
statement in the Agreed Form to the customers of, and suppliers to, the Business informing
them of the transfer of the Business to the Buyer.17.2
    
    Except as required by law or any regulatory body and subject to clause 14, the Sellers and
the Buyer shall keep confidential this Agreement and its terms and conditions and shall not
disclose the same to any third party without the prior written consent of the other party.17.3
    
    The Sellers will at the Buyers expense and following a request by the Buyer:
 (a)
    
    execute any document and do any thing; and(b)
    
    use reasonable endeavours to procure that a third party executes any
document and does any thing,
 reasonably necessary to perfect the transactions intended to be effected pursuant to
this Agreement.17.4
    
    If Completion takes place but certain Assets (excluding the Business Contracts) are not
delivered or transferred to the Buyer due to the absence of any Third Party Consent such
Assets shall be held by the Sellers on trust for the Buyer absolutely as from Completion and
shall be delivered or transferred to the Buyer as soon as the Third Party Consent is obtained.
The Sellers will use all reasonable endeavours to ensure that any Third Party Consent is
granted as soon as possible after Completion on terms acceptable to the Buyer. Pending the
delivery or
 26




---



##### 



transfer of any such Assets to the Buyer the Sellers shall at the Buyers expense take
all such steps to preserve the same and to preserve and enforce its rights relating to
any of such Assets as the Buyer shall reasonably require and the Sellers shall promptly
deliver to the Buyer any communication received by it concerning any of such Assets.17.5
    
    The Sellers shall after Completion retain the Retained Business Records for a minimum of six
years and shall during such period give to the Buyer and its representatives reasonable
facilities to inspect the Retained Business Records and to take copies and extracts so far as
they relate to the Business at all reasonable times and on reasonable advance notice.17.6
    
    The Sellers shall procure that all notices, correspondence, information, orders, money or
enquiries relating to the Business or the Assets belonging to the Buyer which are received by
the Sellers or any member of the Sellers Group on or after Completion shall be immediately
passed or paid to the Buyer.17.7
    
    At any time after Completion and upon reasonable request from time to time the Buyer shall
provide, or procure to be provided, to the Sellers (at the Sellers expense), all information
relating to the Business relating to the period up to the Transfer Date and which is in its
possession or under its control.17.8
    
    If any Stock or other materials including promotional material bearing any name or mark of
the Sellers or any other person are sold to the Buyer under this Agreement the Buyer is
authorised by the Sellers to sell or otherwise dispose of such Stock or to use that material
until such Stock or material is exhausted.18
    
    RIGHTS AND REMEDIES OF THE BUYER18.1
    
    The rights and remedies of the Buyer shall not be affected by failing to exercise, or
delaying in exercising, a right or remedy, or by anything else, except a specific authorised
written waiver or release. A single or partial exercise of a right or remedy provided by this
Agreement or by law does not prevent its further exercise or the exercise of another right or
remedy.19
    
    WAIVERWaiver by the Buyer of a breach of a term of this Agreement, or of a default under it,
does not constitute a waiver of another breach or default nor affect the other terms of
this Agreement.20
    
    NO MERGERThe obligations contained in or implied by this Agreement which have not been performed
at or prior to Completion and the warranties, representations and indemnities contained
in it and any rights or remedies available pursuant to it shall remain in full force and
effect notwithstanding, and shall not be affected by, Completion.21
    
    CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 199921.1
    
    Unless the right of enforcement is expressly granted, it is not intended that a third party
should have the right to enforce a provision of this Agreement pursuant to the Contracts
(Rights of Third Parties) Act 1999.21.2
    
    The parties may rescind or vary this Agreement without the consent of a third party to whom
an express right to enforce any of its terms has been provided.
 27




---



##### 



22
    
    COSTSExpenses incurred by or on behalf of the parties, including the fees of agents and
advisers employed in connection with the negotiation, preparation or execution of this
Agreement, shall be borne by the party who incurred the liability.23
    
    SET-OFF, WITHHOLDING TAX AND GROSSING-UP23.1
    
    Subject to Schedule 10, each party shall pay all sums payable by it under or pursuant to the
terms of this Agreement free and clear of any counterclaim or set-off of any kind.23.2
    
    Each party shall pay all sums payable by it under or pursuant to the terms of this Agreement
free and clear of all deductions or withholdings except for those required by law.23.3
    
    Any payment under this Agreement to the Buyer shall, so far as it is able, be treated as an
adjustment to the Consideration.24
    
    INVALIDITY24.1
    
    Subject to Clause 24.2 and Clause 24.3, if a provision of this Agreement is held to be
illegal or unenforceable, in whole or in part, under an enactment or rule of law, it shall to
that extent be deemed not to form part of this Agreement and the enforceability of the
remainder of this Agreement shall not be affected.24.2
    
    If a provision of this Agreement is, or but for this Clause would be, held to be illegal or
unenforceable, in whole or part, but would be legal and enforceable if the period of
application or geographical application were reduced or if part of the provision were deleted,
the provision shall apply with the minimum modification necessary to make it legal and
enforceable.24.3
    
    If a provision of this Agreement is held to be illegal or unenforceable, in whole or in part,
and Clause 24.2 cannot be used to make it legal and enforceable, the Buyer may require the
Sellers to enter into a new deed under which the Sellers undertakes in the terms of the
original provision, but subject to such amendments as the Buyer specifies in order to make the
provision legal and enforceable. The Sellers will not be obliged to enter into a new deed
that would increase its liability beyond that contained in this Agreement, had all its
provisions been legal and enforceable.25
    
    COUNTERPARTS25.1
    
    This Agreement may be executed in a number of counterparts and by the parties on different
counterparts, but shall not be effective until each party has executed at least one
counterpart.25.2
    
    Each counterpart, when executed, shall be an original, but all the counterparts together
constitute the same document.26
    
    COMMUNICATIONS26.1
    
    All communications between the parties with respect to this Agreement shall be in writing and
shall:
 (a)
    
    be delivered by hand, or sent by first class prepaid post (or airmail
if sent outside the United Kingdom) to, the registered office for the time being of
 28




---



##### 



the addressee or to another address in the United Kingdom which the addressee
notifies for the purpose of this Clause; or(b)
    
    be sent by facsimile to the facsimile number stated below or as
notified for the purpose of this Clause.
 26.2
    
    In the absence of evidence of earlier receipt, communications shall be deemed to have been
received as follows:
 (a)
    
    (if sent by post within the United Kingdom,) two Business Days after
posting;(b)
    
    (if sent by post outside the United Kingdom) five Business Days after
posting;(c)
    
    (if delivered by hand) on the day of delivery, if delivered at least
two hours before the close of business hours on a Business Day, and otherwise on
the next Business Day; and(d)
    
    (if sent by facsimile) at the time of transmission, if received at
least two hours before the close of business hours on a Business Day, and otherwise
on the next Business Day.
 26.3
    
    For the purposes of this Clause 26 (Communications), business hours means between the
hours of 10.00 and 18.00 inclusive, London time.26.4
    
    In proving service it shall be sufficient to prove that personal delivery was made, or that
the envelope containing the notice was properly addressed and stamped and placed in the post
or that the facsimile transmission was transmitted to the specified number and a confirmatory
transmission report received.26.5
    
    Communications addressed to the Sellers which is delivered or sent in accordance with
Clause 26.1, shall be marked for the attention of [the company secretary] and communications
addressed to the Buyer shall be marked for the attention of Frank Martin.26.6
    
    The facsimile numbers referred to in Clause 26.1 are:for the Seller:       +1 925 930 9198for the Buyer:         01843 233 51327
    
    PROPER LAWThis Agreement shall be governed by and construed in accordance with English law and the
parties submit any dispute which may arise out of, under, or in connection with this
Agreement to the exclusive jurisdiction of the English courts.
 Signed by the duly authorised representatives of the parties on the date of this Agreement
 29




---



##### 



Schedule 1
Apportionment of Consideration
 UK
    
    USA
    
    Hong Kong£
    
    £
    
    £1
    
    Tooling, Business
Contracts,
Goodwill, Business
Records and
Intellectual
Property Rights
    
    
    7,324,999
    
    
    1
    
    12
    
    Stock
    
    
    
    
    
    As determined in
accordance with
Schedule 2
    
    As determined in
accordance with
Schedule 2
 30




---



##### 



Schedule 2
Calculation of Stock Inventory
 1
    
    Immediately after the Transfer Date and upon delivery of the Stock (including any Stock in
transit) representatives of the Sellers and the Buyer shall conduct a physical stock-take of
the Stock so as to verify the accuracy of the Agreed Form Stock Inventory set out in Appendix
2 to this Agreement and to determine its value. Stock shall be valued as follows:
 (a)
    
    all Stock shall be valued on the basis of its Landed Cost which shall
mean its direct cost plus inbound freight cost but excluding buying commissions;(b)
    
    all stock less than 6 months old will be valued at the full Landed Cost
of those items at Completion. Any Stock more than 6 months old as at Completion
will be valued at 50% of its Landed Cost.
 2
    
    There shall be no obligation on the Buyer to purchase any Stock older than 18 months as at
Completion.3
    
    However, the Buyer agrees that it will purchase the archive stock at the agreed price of
£66,314 in aggregate.4
    
    If the representatives of the Sellers and the Buyer are unable to agree the value of the
Stock within seven days of commencement of the stock-take then the dispute shall be resolved
as provided in paragraph 2 below.5
    
    If, within 14 days of the Stock-take referred to in paragraph 1 above, there remains an
outstanding dispute with respect to the Stock Inventory, the dispute shall be referred to a
firm of chartered accountants, nominated jointly by the Sellers and the Buyer or, failing
nomination within 14 days after the request by either the Sellers or the Buyer, nominated at
the request of either party by the president of the Institute of Chartered Accountants in
England and Wales or any successor institute. The firm shall act as experts and not as
arbitrators and their decision (in the absence of manifest error) shall be final and binding
on the parties. The fees shall be payable by the Sellers and the Buyer in such proportions as
the firm determines.
 31




---



##### 



Schedule 3
Employees
 Part 1
Employees
 UK Employees1
    
    Alexandra Balzaretti2
    
    Carl Dudley3
    
    Claire Jeffs-Watts4
    
    James Burgess5
    
    Paul Lumsdon6
    
    Terence Fox7
    
    Jill Edwards8
    
    Ricki Curtis9
    
    Louise Carr10
    
    Jane WatsonHong Kong EmployeesNoneUS Employees11
    
    Steve Bonnem
 Part 2
Excluded Employees
 UK Excluded Employees1
    
    Guy Nicholas Martin2
    
    Mark Foley3
    
    Ann Russell4
    
    Dawn Whale5
    
    Donna McGovern6
    
    Gillian Acomb7
    
    Helena Smith8
    
    Jane Smith
 32




---



##### 



9
    
    Jennifer Mott10
    
    Karen Buckley11
    
    Kelly Campbell12
    
    Laura Brailsford13
    
    Nadea Park14
    
    Naomi Davey15
    
    Shirley Arnold16
    
    Tom Bill17
    
    Jonathan Dixon18
    
    Rowena Critchlow19
    
    Anthony Beardmore20
    
    Alex Lombardi21
    
    Andy Davies22
    
    Christian Jones23
    
    Gregg Andrews24
    
    Hannah Scott25
    
    Kelly Powell26
    
    Mark Andrews27
    
    Mike Hince28
    
    Stuart Smith29
    
    Jonathon Dixon30
    
    Luke Hillier31
    
    Mark Hiller32
    
    Trevor Hayes33
    
    Robert EsterbrookHong Kong Excluded Employees34
    
    Tse, Jackie35
    
    Au, Michael36
    
    Chan, Alex
 33




---



##### 



37
    
    Chan, Cythnia38
    
    Chan, Fanny39
    
    Chan, Yan40
    
    Cheung, Alice41
    
    Choi, Polly42
    
    Choy, Sonny43
    
    Chu, Tina44
    
    Chung, John45
    
    Kwok, Cecilla46
    
    Kwok, Pat47
    
    Lam, Elaine48
    
    Lam, Kid49
    
    Lau, Stephanie50
    
    Lin, Cathy51
    
    Lo, Regina52
    
    Mok, Patrick53
    
    Mok, Stephaine54
    
    Ng, Joe55
    
    Ng, KS56
    
    Ng, Mervyn57
    
    Wong, May58
    
    Wong, Shong Ying59
    
    Yeung, Fion60
    
    Yung, Yanny61
    
    Tsang, JuneUS Excluded Employees62
    
    Michael Kochis63
    
    Angela Meile
 34




---



##### 



Schedule 4
Business Contracts
 Part 1
Business Contracts to be Assigned at Completion
 Part 2
Excluded Business Contracts
 1
    
    Big Monster Toys2
    
    General Motors Corp3
    
    [all distribution agreements]
 Part 3
Business Contracts subject to Potential Transfer post-Transfer Date
 35




---



##### 



End Date
    
    
    
    
    
    
    
    
    
    Accrued(Including
    
    
    
    
    
    
    
    
    
    VersusSell off
    
    Royalty
    
    Contract
    
    GuaranteeRoyaltor
    
    Type
    
    License Permission/Restrictions
    
    Exclusive
    
    Territory Restrictions
    
    Start Date
    
    End Date
    
    Period)
    
    Rate
    
    Guarantee
    
    [31/03/08]
    
    Contract NotesAB VOLVO
    
    Dual Usage
    
    1:50 & 1:64 SCALE VOLVO FH, FM
&F55 VARIANTS, 1:76 SCALE FH
VARIANT
    
    No
    
    WORLD-WIDE (SEE
APPENDIX C)
    
    01-Jan-05
    
    01-Jun-10
    
    01-Jan-10
    
    
    6.00
    %
    
    £
    0
    
    
    £
    67,542
    
    
    PAYMENT BASED ON NET SALES. RATE PAYABLE ON
TRACTOR UNIT/RIGID LORRY (ESTIMATED 60% OF ARTIC
VARIANT)ADAM OPEL GMBH
(formally GM
Europe)
    
    Dual Usage
    
    VAUXHALL 1:43, 1:50 & 1:76
SCALE DIECAST & 1:64 MASTERFIT
SUPERHAULER
    
    No
    
    USA CANADA CENTRAL
AMERICA
AUSTRALIA/OCEANIA &
SOUTH PACIFIC EUROPE
ASIA AFRICA
    
    01-Dec-03
    
    31-Dec-09
    
    29-Jun-10
    
    
    7.00
    %
    
    $12,500term
    
    $
    3,070
    
    
    3RD AMENDMENT PAYMENT BASED ON NET SALES
VALUE. REVISED ADVANCE/GUARANTEE @ $2.5K
PAYABLE UPON EXECUTION WITH $10K MG THRU 2007,
$12.5K MG TO COVER 2008 AND $12.5K MG TO COVER
2009Ahrens FOX FIRE
ENGINE
    
    Collector
    
    AHRENS FOX IN 1:16, 1:24,
1:32, 1:50, 1:64, 1:72, 1:144
AND SHOWCASE SCALE
    
    No
    
    WORLD-WIDE
    
    01-Jan-05
    
    31-Dec-09
    
    30-Apr-10
    
    
    6.00
    %
    
    $
    12,500
    
    
    $
    9,213
    
    
    ROYALTY PAYABLE ON NET SALES DIFFERING RATES
APPLY (2% DM, 4% RETAIL AND 6% MASS MARKET).
ADVANCE PAYABLE OF $5K UPON EXECUTION.AUTOMOBILE
ASSOCIATION LIMITED
    
    Collector
    
    COLLECTOR AA RENAULT TRAFFIC
& AA TRACKSIDE RELEASES
(NOTE RT SCALE)
    
    No
    
    WORLD-WIDE
    
    01-Jan-07
    
    31-Dec-08
    
    31-Mar-09
    
    
    7.00
    %
    
    £
    1,500
    
    
    not released
    
    
    PAYMENT BASED ON NET SALES. ADVANCE £750 UPON
SIGNATURE AND £750 SIX MONTHS FROM COMMENCEMENT
DATE, MG £1,500AUTOMOBILES CITROEN
    
    Collector
    
    PREMIUMS H & 55 MODELS
(EXCLUDING TOBACCO & DRINK
LIVERIES)
    
    No
    
    NOT SPECIFIED
    
    05-Apr-07
    
    Not Visible
    
    
    
    
    5.00
    %
    
    £
    0
    
    
    £
    1,999
    
    
    1) ROYALTY PAYABLE OF 5% NET ANNUAL SALE 2)
COPYRIGHT NOT KNOWN 3) PREMIUM LICENSE ONLY, 40
NO EXPIRATION DATEAUTOMOBILES CITROEN
(FOC)
    
    Collector
    
    CITROEN 2CV & 55 TYPE CAB
(HERITAGE & BOND)
    
    No
    
    NOT SPECIFIED
    
    15-May-99
    
    Not Visible
    
    
    
    
    0.00
    %
    
    £
    0
    
    
    £
    0
    
    
    1) COPYRIGHT NOTICE NOT KNOWN 2) NO RESTRICTIONS
SPECIFIED REGARDING PRODUCT MARKET DISTRIBUTION
(DIRECT MAIL) 4) MAXIMUM OF 4000 PIECESAUTOMOBILES PEUGEOT
(FOC)
    
    Collector
    
    SPECIFIC UNIC SAVERNE & SIMCA
RELEASES, 70601, 70602, 70603,
70604, 72506, 72907, 72908,
72909
    
    No
    
    NOT SPECIFIED
    
    24-Mar-00
    
    Not Visible
    
    
    
    
    0.00
    %
    
    £
    0
    
    
    £
    0
    
    
    1) COPYRIGHT NOTICE NOT KNOWN 2) NO RESTRICTIONS
SPECIFIED REGARDING PRODUCT MARKET DISTRIBUTION
(DIRECT MAIL)AUTOMOBILES PEUGEOT
(FOC)
    
    Collector
    
    SPECIFIC UNIC SAVERNE & SIMCA
RELEASES (Models 72801, 72802,
72803, 72901, 72902, 72903 &
72904)
    
    No
    
    NOT SPECIFIED
    
    21-Jun-99
    
    Not Visible
    
    
    
    
    0.00
    %
    
    £
    0
    
    
    £
    0
    
    
    1) COPYRIGHT NOTICE NOT KNOWN 2) NO RESTRICTIONS
SPECIFIED REGARDING PRODUCT MARKET DISTRIBUTION
(DIRECT MAIL)BAYERISCHE MOTOREN
WERKE
AKTIENGESELLSCHAFT
    
    Dual Usage
    
    1:36 & 1:43 DIECAST MINI
CLASSICS
    
    No
    
    WORLD-WIDE
    
    22-Apr-02
    
    Not Visible
    
    
    
    
    5.00
    %
    
    £
    0
    
    
    £
    72,991
    
    
    ADVANCE PAYABLE ___75% OF GUARANTEE, £777. NO
EXPIRY DATE. 2) COPYRIGHT  THE MINI
TRADEMARKS ARE USED UNDER LICENSE FROM BMW AG
3) NO RESTRICTIONS SPECIFIED REGARDING PRODUCT
MARKET DISTRIBUTION (DIRECT MAIL) 4) ROYALTY
PAYABLE @ 5% NET SALESBAYERISCHE MOTOREN
WERKE
AKTIENGESELLSCHAFT
    
    Dual Usage
    
    1:36 & 1:43 DIECAST MINI R50
    
    No
    
    WORLD-WIDE
    
    23-Oct-00
    
    Not Visible
    
    
    
    
    5.00
    %
    
    £
    26,303
    
    
    £
    46,231
    
    
    ADVANCE PAYABLE @ 75% OF GUARANTEE, £15750. NO
EXPIRY DATE. 2) COPYRIGHT  THE MINI
TRADEMARKS ARE USED UNDER LICENSE FROM BMW AG
3) NO RESTRICTIONS SPECIFIED REGARDING PRODUCT
MARKET DISTRIBUTION (DIRECT MAIL) 4) ROYALTY
PAYABLE @ 5% NET SALESBOEING BUSINESS
SERVICES COMPANY
    
    Dual Usage
    
    BOEING MARKS (VARIOUS LISTED)
    
    No
    
    WORLD-WIDE
    
    01-Sep-01
    
    Not Visible
    
    
    
    
    4.00
    %
    
    
    51,000[]
    
    
    $
    449,745
    
    
    PAYMENT BASED ON DET SELLING PRICEBORN FREE FOUNDATION
    
    Collector
    
    BORN FREE LAND ROVER DEFENDER
(VA09706)
    
    No
    
    NOT SPECIFIED
    
    01-Nov-05
    
    01-Nov-07
    
    30-Jan-0[]
    
    
    3.50
    %
    
    sell-off
    
    £
    0
    
    
    PAYMENT BASED ON CONTRACTED NET PRICE (£[ ] UNIT)BOSTON SPARKS
ASSOCIATION INC
    
    Collector
    
    BOSTON FIRE DEPARTMENT
(US52507 & US53508)
    
    No
    
    NOT SPECIFIED
    
    21-Feb-03
    
    Not Visible
    
    
    
    
    2.00
    %
    
    £
    0
    
    
    $
    2,081
    
    
    PAYMENT BASED ON ADJUSTED GROSS WHOLESALE PRICE.CAPESPAN LIMITED
    
    Collector
    
    OUTSPAN LIVERY (AUSTIN A40 VAN
VA00320)
    
    Yes
    
    WORLD-WIDE
    
    30-Aug-06
    
    31-Dec-00
    
    30-May-09
    
    
    0.00
    %
    
    £
    500
    
    
    not released
    
    
    ONE-OFF AGREEMENT. £500 ADVANCE PAYMENTCHICAGO FIRE
DEPARTMENT
    
    Collector
    
    USE OF THE CHICAGO FIRE DEPT
PROPERTIES
    
    No
    
    WORLD-WIDE
    
    24-Aug-01
    
    Not Visible
    
    
    
    
    2.00
    %
    
    £
    0
    
    
    $
    7,697
    
    
    1) ROYALTY PAYABLE (DONATION) @ 2% NET SALES
2) COPYRIGHT NOTICE  NOT KNOWN 3) NO
RESTRICTIONS SPECIFIED REGARDING PRODUCT MARKET
DISTRIBUTION (DIRECT MAIL)CHICAGO TRANSIT
AUTHORITY
    
    Collector
    
    GM 5300 MODEL BUS
    
    No
    
    WORLD-WIDE
    
    05-Nov-01
    
    Not Visible
    
    
    
    
    3.00
    %
    
    £
    0
    
    
    $
    4,555
    
    
    1) ROYALTY PAYABLE @ 3% NET SALES 2) COPYRIGHT
NOTICE  NOT KNOWN 3) NO RESTRICTIONS SPECIFIED
REGARDING PRODUCT MARKET DISTRIBUTION (DIRECT
MAIL)CLARENCE & ANDERSON
    
    Collector
    
    DIECAST REPRODUCTIONS OF PSi
MUSTANG OLD CROW & FIGURES
DEPICTING CLARENCE & ANDERSON
    
    No
    
    WORLD-WIDE
    
    20-Sep-04
    
    08-Sep-07
    
    17-Mar-08
    
    
    3.00
    %
    
    sell-off
    
    $
    22
    
    
    ADDENDUM PERMITTING FIGURES ROYALTY PAYABLE ON
THE NET RECEIPTS. ADVANCE PAYABLE OF $2.5K
(ADDITIONAL $2.5K PAYABLE AS PAST USAGE OF
PROPERTY PRE SEPT 2004).COACH USA
MANAGEMENT BUSINESS
TRUST
    
    Collector
    
    COACH USA TRADE MARK
    
    No
    
    NOT SPECIFIED
    
    31-May-01
    
    Not Visible
    
    
    
    
    8.00
    %
    
    $
    0
    
    
    $
    4,647
    
    
    REPORTING ON MONTHLY BASIS 1) ROYALTY PAYABLE
@8% GROSS SALES 2) NO RESTRICTIONS SPECIFIED
REGARDING PRODUCT MARKET DISTRIBUTION (DIRECT
MAIL) 3) COPYRIGHT NOTICE  NOT KNOWN.COMPAGNE LU (FOC)
    
    Collector
    
    SPECIFIC ALSACIENNE, LU &
AUGUBELLE LIVERIED RELEASES,
MODELS 73001/73601/72008
    
    No
    
    FR, UK, BELG, NETH,
USA, CAN, MX, IT,
JAP, GER, AUS, NZ,
SA, SWITZ
    
    01-Aug-97
    
    Not Visible
    
    
    
    
    0.00
    %
    
    £
    0
    
    
    £
    0
    
    
    1) NO ROYALTY PAYMENTS REQUIRED. 2) COPYRIGHT 
MARQUE  MODELE APPARTENANT A UNE SOCIETE DU
GROUPE DANONE 3) SPECIFIC COUNTRIES.CURTISS-WRIGHT CO.
    
    Collector
    
    P-40 AIRCRAFT IN 1:32, 1:72
AND SHOWCASE SCALES
    
    No
    
    WORLD-WIDE
    
    01-Oct-04
    
    30-Sep-10
    
    28-Jan-11
    
    
    3.00
    %
    
    $
    2,500
    
    
    $
    12,401
    
    
    ROYALTY PAYABLE ON NET SALES. ADVANCE PAYABLE
OF $2K UPON EXECUTION.




---



##### 



End Date
    
    
    
    
    
    
    
    
    
    Accrued(Including
    
    
    
    
    
    
    
    
    
    VersusSell off
    
    Royalty
    
    Contract
    
    
    GuaranteeRoyaltor
    
    Type
    
    License Permission/Restrictions
    
    Exclusive
    
    Territory Restrictions
    
    Start Date
    
    End Date
    
    Period)
    
    Rate
    
    Guarantee
    
    
    [31/03/08]
    
    Contract NotesDAF TRUCKS NV
    
    Dual Usage
    
    DAF 85, 95, 105XF & CF
Variants (1:50 Scale) AND
DAF95 105XF 1:76 SCALE
    
    No
    
    NOT SPECIFIED
    
    01-Jul-04
    
    01-Jun-09
    
    01-Jun-09
    
    
    3.00
    %
    
    £
    0
    
    
    £
    70,789
    
    
    1) ROYALTY PAYABLE @ 3% OF TRUCK VALUE (60% OF
SALES VALUE)DR PEPPER/SEVEN UP,
INC.
    
    Collector
    
    1:50 & 4 SCALE REPLICAS
HISTORIC SQUIRT, HIRES,
A&W, 7UP, VERNORS
    
    No
    
    UNITED STATE OF
AMERICA
    
    01-Jul-05
    
    30-June-05
    
    27-Dec-05
    
    
    5.00
    %
    
    $2,600term
    
    
    
    -$211
    
    
    PAYMENT BASED ON NET SALES VALUE.
ADVANCE/GUARANTEE @ $3K PAYABLE UPON EXECUTION
FOR PERIOD ENDED JUNE 2006. SECONDARY $4.5K
GUARANTEE TO COVER END JUNE 2007 AND $2.0K
GUARANTEE TO COVER END JUNE 2008EDDIE STOBART
PROMOTIONS LIMITED
    
    Dual Usage
    
    EDDIE STOBART, DIECAST &
PLASTIC 1:36, 1:43, 1:64, 1:76
(NON-EXCLUSIVE) AND 1:50
(EXCLUSIVE)
    
    No
    
    FRA,GER,ITA,BEL,
NED,LUX,DEN_RE,UK,
GRE,POR,ESP,AST, FIN,
SWE
    
    01-Jan-05
    
    30-Jun-05
    
    30-Sep-08
    
    
    5.00
    %
    
    £
    20,000
    
    
    £
    71,224
    
    
    EXTENDED TERM PAYMENT BASED ON NET SALE PRICE.
5% TRACKSIDE ONLY. LICENSE ADVANCE £5K,
GUARANTEED PAYMENTS (EITHER ACCRUED OR ONE OFF)
OF £5K 31/12/07, 31/12/07 & 30/6/07ESTATE OF SIR
WINSTON CHURCHILL
    
    Collector
    
    COLLECTABLE DIECAST MODEL
FIGURE (CC59161)
    
    No
    
    WORLD-WIDE
    
    30-Jan-07
    
    29-Jan-09
    
    29-Jan-09
    
    
    0.00
    %
    
    £
    850
    
    
    na
    
    ONE OFF FEE ONLY. NIL ROYALTY PAYABLE
ADVANCE/ONE-OFF FEE OF £850 IMMEDIATE.FORD MOTOR COMPANY
#1751
    
    Dual Usage
    
    1:72, 1:64, 1:43, 1:36 DIECAST
REPLICAS, FORD
    
    No
    
    WORLD-WIDE
    
    01-Oct-04
    
    31-Dec-07
    
    29-Apr-08
    
    
    7.00
    %
    
    sell-off
    
    
    £
    24,581
    
    
    PAYMENT BASED ON NET SALES VALUE. 1% STANDARD &
5% CO-LICENSED. GUARANTEED ANNUAL MINIMUM OF
£25K DUE DECEMBER 2005, 2006 & 2007FORD MOTOR COMPANY
#967710
    
    Duel Usage
    
    1:76, 1:43, 3.5 DIECAST
REPLICAS, FORD
    
    No
    
    WORLD-WIDE
    
    01-Jul-06
    
    31-Dec-09
    
    30-Apr-10
    
    
    7.00
    %
    
    £8,500term
    
    
    £
    3,251
    
    
    AMENDMENT PAYMENT BASED ON NET SALES VALUE.
7% STANDARD & 5% CO-LICENSED. LICENSE ADVANCE
£2,000, GUARANTEED ANNUL MINIMUM OF £3,000 2007,
£8,500 2008 AND £8,500 2009FWD Corporation
    
    Collector
    
    SEAGRACE  1:50 SCALE 70TH
ANNIVERSARY SERIES PUMPERS
    
    No
    
    World-Wide
    
    15-Jun-00
    
    Not Visible
    
    
    
    
    5.00
    %
    
    $
    0
    
    
    $
    63,272
    
    
    ROYALTY PAYABLE @ 5% NET SALES. INITIAL
LICENSE FEE OF US$2500 DUE ON EXECUTION (NOT
ADVANCE/GUARANTEE).GENERAL DYNAMICS
LAND SYSTEMS
    
    Dual Usage
    
    M1A1/2 ABRAMS TANK
    
    No
    
    WORLD-WIDE
    
    30-Sep-03
    
    29-Sep-00
    
    24-Sep-09
    
    
    0.00
    %
    
    $
    5,000[ ]
    
    
    na
    
    ANNUAL MINIMUM CHARITABLE DONATION OF US$5000.GREENWOOD EMERGENCY
VEHICLES INC.
    
    Collector
    
    1:50 & 4 SCALE, MAXIM PUMPER
    
    No
    
    WORLD-WIDE
    
    01-Jan-06
    
    31-Dec-08
    
    29-Jun-09
    
    
    3.00
    %
    
    $
    2,500
    
    
    $
    2,540
    
    
    PAYMENT BASED ON GROSS SALES (EFFECTIVELY NET
SALES). ADVANCE ON EXECUTION OF $1.5K,
GUARANTEE $2.5KGREYHOUND LINES, INC
    
    Collector
    
    DIE-CAST REPRODUCTIONS
    
    No
    
    NOT SPECIFIED
    
    01-Jul-05
    
    30-Jun-00
    
    28-Sep-06
    
    
    6.00
    %
    
    $
    2,500[ ]
    
    
    $
    242
    
    
    PAYMENT BASED ON NET SALES. ADMIN FEE NOT
ADVANCE US$2500 (PAID ANNUALLY JULY THRU)HJ HEINZ COMPANY
LIMITED
    
    Collector
    
    HEINZ, 57 & GHERKIN TRADEMARKS
    
    No
    
    UK,GER,FRA, AND
PARTWORKS IN FRA,
PORT
    
    06-Feb-01
    
    Not Visible
    
    
    
    
    7.50
    %
    
    £
    0
    
    
    £
    3,351
    
    
    1) ROYALTY PAYABLE @ 7.5% WHOLESALE PRICE 2)
COPYRIGHT NOTICE  NOT KNOWN 3) SPECIFIC
COUNTRIESINTERNATIONAL TRUCK
INTELLECTUAL
PROPERTY COMPANY
    
    Collector
    
    1;50 TRANSTAR II EAGLE CAB
(1970)
    
    No
    
    NOT SPECIFIED
    
    01-Jul-00
    
    30-Jun-11
    
    30-Jun-11
    
    
    3.00
    %
    
    $
    0
    
    
    $
    39[]
    
    
    ROYALTY PAYABLE @ 3% NET SALES (DISCOUNT NOT
TO EXCEED 10%)J C BAMFORD
EXCAVATORS LIMITED
    
    Collector
    
    1:43 AND 1:50 DIE-CAST
REPLICAS UTILISING JCB MARKS
    
    No
    
    WORLD-WIDE
    
    01-Jan-07
    
    30-Apr-08
    
    29-Jun-06
    
    
    .00
    %
    
    £
    10,000
    
    
    £
    5,57[ ]
    
    
    PAYMENT BASED ON NET SALES VALUE. ADVANCE OF
£2,500 UPON EXECUTION, MG OF £10,000 (TARGETTED
@ £15,000)JAGUAR CARS LIMITED
    
    Dual Usage
    
    JAGUAR OFFICIAL LICENSE,
JAGUAR LEAPER DEVICE & DAIMLER
(NOT JAGUAR RACING)  1:36,
1:43, 1:50 & 1:76
    
    No
    
    WORLD-WIDE
    
    01-Jan-05
    
    31-Dec-07
    
    29-Apr-06
    
    
    7.00
    %
    
    Sell-off
    
    $
    380
    
    
    PAYMENT BASED ON NET SALES. 7% STANDARD (9% FOB)
OR 5% (6.5% FOB) CO-LICENSED. GUARANTEE £15K,
DECEMBER 2005 £35K, 2006 £10K & 2007 £10KLAND ROVER
    
    Dual Usage
    
    DIE-CASE 1:36, 1:43 SHOWCASE
SCALE, LAND ROVER, DEFENDER
AND RANGE ROVER
    
    No
    
    WORLD-WIDE
    
    01-Jan-05
    
    31-Dec-07
    
    29-Apr-05
    
    
    7.00
    %
    
    sell-off
    
    £
    676
    
    
    PAYABLE @ 7% DOMESTIC/9% FOB OR 5% DOMESTIC/
6.5% FOB FOR CO-LICENSED PRODUCT  NET SALES
(AGGREGATE NOT TO EXCEED 10%)7 LICENSE GUARANTEE
PAYABLE IN CALENDAR INSTALLMENTS  £12K FOR
2005, £12K FOR 2006 AND £12K FOR 2007.LICENSING
MANAGEMENT
INTERNATIONAL
    
    Collector
    
    1:76 Morris Miner Van/Car
(Trackside) Austin/Ments J2
Van & 1:43 Austin A40[T]
    
    No
    
    WORLD-WIDE
    
    01-Sep-06
    
    31-Dec-10
    
    30-Jun-11
    
    
    6.00
    %
    
    £
    19,500
    
    
    
    [ ]
    
    
    AMENDMENT ROYALTY PAYABLE @ NET WHOLESALE
(RATE INCREASE EFFECTIVE 01/07/07). ADVANCE OF
£7.5K IMMEDIATE, £7.5K JULY 07 AND AMEND £1.5K
IMMEDIATE, £1.5K DEC 2008 AND £1.5K DEC 2009LICENSING
MANAGEMENT
INTERNATIONAL
    
    Collector
    
    1:24 F4 TAXI
    
    No
    
    WORLD-WIDE
    
    01-Nov-06
    
    31-Dec-10
    
    30-Jun-11
    
    
    7.50
    %
    
    £
    10,000
    
    
    
    [ ]
    
    
    ROYALTY PAYABLE @ NET WHOLESALE. ADVANCE OF £5K
IMMEDIATE, £5K JAN 2008LICENSING
MANAGEMENT
INTERNATIONAL
    
    Dual Usage
    
    TX1 BODYSHAPE, LT1 OVAL &
INTERNATIONAL LOGO SCALE
MODESL 1:36 & 1:64
    
    No
    
    WORLD-WIDE
    
    01-Oct-05
    
    30-Sep-08
    
    29-Dec-01
    
    
    3.00
    %
    
    £750term
    
    
    £
    39[ ]
    
    
    ROYALTY PAYABLE @ NET SALES. ADVANCE OF £750
IMMEDIATE, £750 AUG 00 (COVERING 2006/7) AND
£750 AUG 07 (COVERING 2007/8)LICENSING
MANAGEMENT
INTERNATIONAL
    
    Dual Usage
    
    1:43 DIECAST REPLICAS (TRIUMPH)
    
    No
    
    WORLD-WIDE
    
    01-Jan-06
    
    31-Dec-08
    
    29-Jun-05
    
    
    6.00
    %
    
    £3,000term
    
    
    £
    651
    
    
    WITH AMENDMENT TRIUMPH ROYALTY PAYABLE @ NET
SALES. ADVANCE OF £3K IMMEDIATE PLUS £500 FOR
TR7/8 ADDITION, £3K JAN 07 (COVERING 2007) AND
£3K JAN 08 (COVERING 2008)LICENSING
MANAGEMENT
INTERNATIONAL
    
    Dual Usage
    
    1:43, 1:76 & 1:18 MGB DIECAST
REPLICAS (BMH)
    
    No
    
    WORLD-WIDE
    
    01-Jan-05
    
    31-Dec-08
    
    29-Jun-05
    
    
    6.00
    %
    
    £13,000term
    
    
    £
    2,55[ ]
    
    
    WITH AMENDMENT BRITISH MOTOR HERITAGE
ROYALTY PAYABLE @ NET SALES. ADVANCE OF £12K
IMMEDIATE PLUS £500 FOR MGB ADDITION. £12.5K JAN
07 (COVERING 2007) AND £13K (COVERING 2008)




---



##### 



End Date
    
    
    
    
    
    
    
    
    
    Accrued(Including
    
    
    
    
    
    
    
    
    
    VersusSell off
    
    Royalty
    
    Contract
    
    
    GuaranteeRoyaltor
    
    Type
    
    License Permission/Restrictions
    
    Exclusive
    
    Territory Restrictions
    
    Start Date
    
    End Date
    
    Period)
    
    Rate
    
    Guarantee
    
    
    [31/03/08]
    
    Contract NotesLOCKHEED MARTIN CORPORATION
    
    Dual Usage
    
    LOCKHEED MARTIN: 1:64, 1:72, 1:144 & 3 C130 HERCULES,
CONSTELLATION, F10, F35, P30,
VEGA & B24
    
    No
    
    AFRICA, OCEANIA, CANADA, CENTRAL/SOUTH
AMERICA, EU, JAPAN,
ME ASIA, RUSSIA NORTH
AMERICA USA
    
    01-Jan-02
    
    31-Dec-08
    
    30-Jun-10
    
    
    5.00
    %
    
    $
    10.000p[ ]
    
    
    
    -$172[ ]
    
    
    1ST AMENDMENT ROYALTY PAYABLE @ NET SALES. CONTRACT GUARANTEE $47.5K (PAYABLE ANNUALLY,
$10K 2006, $7.5K 2007, $10K 2008 AND $10K 2009).MAN TRUCK & BUS LTD
(FOC)
    
    Collector
    
    MAN F2000 TRACTOR UNIT.
DIE-CAST REPRODUCTIONS
    
    No
    
    NOT SPECIFIED
    
    05-Jun-98
    
    Not Visible
    
    
    
    
    0.00
    %
    
    £
    0
    
    
    £
    0
    
    
    1 NO ROYALTY PAYABLE 2) COPYRIGHT NOTICE  NOT
KNOWN 3: NO RESTRICTIONS SPECIFIED REGARDING
PRODUCT MARKET DISTRIBUTION (DIRECT MAIL)MASS TRANSIT
ADMINISTRATION
    
    Collector
    
    BALTIMORE PCC STREETCAR AND GM
FISHBOWL
    
    No
    
    USA, GB
    
    04-Sep-01
    
    Not Visible
    
    
    
    
    2.00
    %
    
    $
    0
    
    
    $
    2,363
    
    
    1) ROYALTY PAYABLE @ 2% WHOLESALE 2) COPYRIGHT
NOTICE  NOT KNOWN 3) NO RESTRICTIONS SPECIFIED
REGARDING PRODUCT MARKET DISTRIBUTION (DIRECT
MAIL)METROPOLITAN POLICE
AUTHORITY
    
    Dual Usage
    
    METROPOLITAN POLICE DIECAST;
TOY 1:36 RANGE ROVER,
COLLECTION ASTRA, MINI SET 1D
VAN, AUSTIN PRINCESS
    
    No
    
    UK & IRELAND
    
    01-Oct-05
    
    30-Sep-05
    
    29-Dec-06
    
    
    5.00
    %
    
    £
    0
    
    
    £
    6,315
    
    
    PAYMENT BASED ON NET SALES, REDUCED 3.5% RATE ON
MINI SET.NATIONAL D-DAY
MUSEUM
    
    Collector
    
    D-DAY 1:144, 1:72, 1:43, 1:50,
1:32 DIECAST MODELS, DIORAMAS
& FIGURES
    
    No
    
    WORLD-WIDE
    
    10-Jun-05
    
    09-Jun-05
    
    05-Dec-0[]
    
    
    3.00
    %
    
    $
    500[ ]
    
    
    $
    7
    
    
    PAYMENT BASED ON NET RECEIPTS. ADVANCE ON
SIGNATURE $1,000. GUARANTEE OF $500 PA
($1,500).NEW YORK BUS SERVICE
    
    Collector
    
    GM FISHBOWN NYBS LIVERY
    
    No
    
    WORLD-WIDE
    
    
    
    Not Visible
    
    
    
    
    2.00
    %
    
    $
    250
    
    
    $
    1,857
    
    
    ROYALTY PAYABLE ON NET WHOLESALE PRICE[ ] TRADING LIMITED
    
    Collector
    
    FLYING SCOTSMAN, LIVER, BRASS
BR & STATIC VARIANTS
    
    No
    
    UNITED KINGDOM
(OTHERS TBC)
    
    01-Jan-06
    
    30-Jun-09
    
    
    
    
    4.00
    %
    
    £2,000term
    
    
    £
    1
    
    
    PAYMENT BASED ON NET UK DOMESTIC SALES. ADVANCE
£2K PAYABLE ON EXECUTION, GUARANTEE (YEAR ONE)
OF £3K AND (YEAR TWO) £2KORANGINA LICENSING
    
    Collector
    
    ORANGINA & RICOLES MODELS
71104, 72007 & 73004,
GUARANTEE PAYMENT OF FFR
15,000
    
    No
    
    NOT SPECIFIED
    
    01-Jan-05
    
    Not Visible
    
    
    
    
    5.00
    %
    
    £
    1,500
    
    
    £
    5,117
    
    
    1) ROYALTY PAYABLE @ 5% 2) COPYRIGHT NOTICE 
NOT KNOWN 3) NO RESTRICTIONS SPECIFIED REGARDING
PRODUCT MARKET DISTRIBUTION (DIRECT MAIL)PACCAR INC
    
    Collector
    
    1:50 SCALE MODEL TRUST REPLICA
KENWORTH, KW & DESIGN,
PETERBILT AND OTHER SECONDARY
TRADEMARKS
    
    No
    
    WORLD-WIDE
    
    01-Jan-05
    
    31-Dec-07
    
    26-Jun-08
    
    
    5.00
    %
    
    sell-off
    
    $
    0
    
    
    PAYMENT BASED ON AVERAGE SELLING PRICE, 4%
PAYABLE ON CO-LICENSED PRODUCTPACCAR UK UNITED
    
    Collector
    
    FODEN ALPHA 1:50 VARIANTS
(TRACTOR, A WHEEL TIPPER & 6
WHEEL LORRY)
    
    No
    
    NOT SPECIFIED
    
    01-Sep-05
    
    31-Aug-08
    
    31-Aug-08
    
    
    2.00
    %
    
    £
    0
    
    
    £
    9,823
    
    
    PAYMENT BASED ON SELLING PRICEPOST OFFICE
    
    Dual Usage
    
    WORD MARKS ROYAL MAIL, THE
POST OFFICE & DATAPOST, ROYAL
MAIL CRUCIFORM DEVICE & 2
DIMENSIONAL PILLAR BOX DEVICE
DIE-CAST REPRODUCTIONS
    
    No
    
    WORLD-WIDE
    
    01-Jan-97
    
    Not Visible
    
    
    
    
    6.00
    %
    
    £
    4,000[ ]
    
    
    £
    2,157
    
    
    1) ROYALTY PAYABLE @ 6% NET SALES 2) COPYRIGHT
NOTICE  NOT KNOWN 3) NO RESTRICTIONS SPECIFIED
REGARDING PRODUCT MARKET DISTRIBUTION (DIRECT
MAIL)PREMIER FOODS
    
    Collector
    
    CROSSE & BLACKWELL (DG)
LODEKKA RELEASE
    
    No
    
    NOT SPECIFIED
    
    
    
    Not Visible
    
    
    
    
    5.00
    %
    
    £
    0
    
    
    £
    28[ ]
    
    
    ROYALTY PAYABLE ON NET SALESRED ARROWS TRUSTEES
LIMITED
    
    Collector
    
    RED ARROWS TOY & MODEL AIRCRAFT
    
    No
    
    UNITED KINGDOM
    
    01-Jan-04
    
    31-Dec-0_
    
    29-Jun-05
    
    
    5.00
    %
    
    £
    0
    
    
    £
    15,194
    
    
    ROYALTY PAYABLE ON NET SALE PRICE OR RETAIL LESS
35% FOR DIRECT SALES.RICHARD D WALKER
DBA FORWARD MARCH
    
    Collector
    
    FORWARD MARCH  MINIATURE
METAL FIGURINES 1:72, 1:50 &
1:32
    
    Yes
    
    WORLD-WIDE
    
    15-Aug-05
    
    31-Dec-10
    
    29-Jun-11
    
    
    2.00
    %
    
    $
    0
    
    
    $
    12,88[ ]
    
    
    PAYMENT BASED ON NET RECEIPTS, RATE ADJUSTED TO
1% POST $500K TURNOVER OR 1/1/2009 WHICHEVER
SOONERROYAL NOOTEBOOM
TRAILERS BV
    
    Collector
    
    1:50 SEMI LOW LOADER TRAILER
REPRODUCTIONS
    
    No
    
    NOT SPECIFIED
    
    24-Feb-05
    
    01-Jan-11
    
    27-Dec-11
    
    
    0.00
    %
    
    £
    0
    
    
    £
    0
    
    
    FOC LICENSESeagrave Fire
Apparatus LLC
    
    Collector
    
    Die-cast Seagrave J & K Engines
    
    No
    
    World-wide
    
    20-Jun-01
    
    Not Visible
    
    
    
    
    5.00
    %
    
    $
    0
    
    
    $
    12,498
    
    
    ROYALTY PAYABLE @ 5% NET SALES. INITIAL LICENSE
FEE OF US $2500 DUE ON EXECUTION (NOT
ADVANCE/GUARANTEE)Seagrave Fire
Apparatus LLC
    
    Collector
    
    1:50 Seagrave 70th Anniversary
Tractor Drawn Aerial
    
    No
    
    World-wide
    
    20-Jun-03
    
    Not Visible
    
    
    
    
    5.00
    %
    
    $
    0
    
    
    $
    21,778
    
    
    ROYALTY PAYABLE @ 5% NET SALES. INITIAL LICENSE
FEE OF US $2500 DUE ON EXECUTION (NOT
ADVANCE/GUARANTEE)Seagrave Fire
Apparatus LLC
    
    Collector
    
    1:50 Seagrave 1936 Pumper
Sweatheart
    
    No
    
    World-wide
    
    04-Jan-06
    
    Not Visible
    
    
    
    
    5.00
    %
    
    $
    0
    
    
    $
    3,125
    
    
    ROYALTY PAYABLE @ 5% NET SALES. INITIAL LICENSE
FEE OF US $2500 DUE ON EXECUTION (NOT
ADVANCE/GUARANTEE)SECRETARY OF STATE
FOR DEFENCE (BBMP,
DAPR A/E/0190)
    
    Collector
    
    CROWN COPYRIGHT, BATTLE OF
BRITAIN MEMORIAL FLIGHT 50th
ANNIVERSARY
    
    No
    
    WORLD-WIDE
    
    25-Feb-07
    
    31-Jan-10
    
    01-Apr-10
    
    
    9.00
    %
    
    £
    5,000
    
    
    £
    11,184
    
    
    ROYALTY PAYABLE @ NET SALES. ADVANCE £250 (£100
ONLY OFFSETTABLE) AND MG UPON 1ST ANNIVERSARY
(JAN 2008) OF £5,000SECRETARY OF STATE
FOR DEFENCE (Red
Arrows DAPR
A/E/0122)
    
    Collector
    
    CROWN COPYRIGHT, RED ARROWS &
RAF SCAMPTON
    
    No
    
    NOT IDENTIFIED
    
    10-Feb-08
    
    17-Feb-11
    
    10-Aug-11
    
    
    9.00
    %
    
    £
    0
    
    
    not released
    
    ROYALTY PAYABLE @ NET SALES. ADVANCE £250 (£100
ONLY OFFSETTABLE)




---



##### 



End Date
    
    
    
    
    
    
    
    
    
    Accrued(Including
    
    
    
    
    
    
    
    
    
    VersusSell off
    
    Royalty
    
    Contract
    
    GuaranteeRoyaltor
    
    Type
    
    License Permission/Restrictions
    
    Exclusive
    
    Territory Restrictions
    
    Start Date
    
    End Date
    
    Period)
    
    Rate
    
    Guarantee
    
    [31/03/08]
    
    Contract NotesSIKORSKY AIRCRAFT
CORPORATION
    
    Dual Usage
    
    1:64/1:72/1:43 & 4 DIECAST
SALE REPRODUCTIONS (BLACKHAWK, SEA KING, SUPERHAWK, S92,
SUPER STALLION &
WESTLAND/WESSEX (AWAIT REVISED
SCHEDULE A RW)?
    
    No
    
    WORLD-WIDE
    
    25-Jun-04
    
    24-Jun-10
    
    21-Dec-10
    
    
    7.50
    %
    
    $
    10,000[ ]
    
    
    $
    313
    
    
    SUPPLEMENT ROYALTY PAYABLE ANNUALLY (SUPPORT
END JUNE) @ NET RECEIPTS OR US $10K, WHICHEVER THE GREATER, REDUCED ROYALTY RATE OF 5% PAYABLE
WHERE ITEM RSP IS LESS THAN £10/515/ (SEE
SHOWCASE)SOCIETE DES
PRODUITS NESTLE SA
    
    Collector
    
    NESTLE TRADE MARKS
    
    No
    
    ITALY, FRANCE, SPAIN,
PORTUGAL
    
    12-Jul-01
    
    Not Visible
    
    
    
    
    5.00
    %
    
    £
    0
    
    
    £
    7,934
    
    
    USED FOR THE PRODUCTION OF COLLECTABLE DIECAST
MOROT VEHICLES ONLY UP TO 20,000 UNITS. TRADE
MARKS ARE AS FOLLOWS, MOTTA BUITONI BACI
PERUGINA 1) ROYALTY @ 5% NET SALES 2)
COPYRIGHT NOTICE  NOT KNOWN 3) SPECIFIC
COUNTRIESTRAILWAYS
TRANSPORTATION
SYSTEM
    
    Collector
    
    TTS 1:50 SCALE GM OLD LOOK
    
    No
    
    WORLD-WIDE
    
    07-Jun-05
    
    06-Jun-08
    
    06-Jun-08
    
    
    2.00
    %
    
    $
    250
    
    
    $
    791
    
    
    PAYMENT BASED ON NET WHOLESALE PRICE. ADVANCE
OF SIGNATURE $250.TRANSPORT TRADING
LTD
    
    Dual Usage
    
    LONDON TRANSPORT LOGOS,
LIVERIES & NEW JOHNSTON
TYPEFACE SCALE MODELS 1:43,
1:50, 1:76 & TIN PLATE 1:24,
1:36
    
    No
    
    WORLD-WIDE
    
    20-Aug-07
    
    19-Aug-10
    
    19-Aug-10
    
    
    4.00
    %
    
    £
    3.000[ ]
    
    
    £
    3,195
    
    
    ROYALTY PAYABLE ON NET SALES. ANNUAL GUARANTEE
OF £3K PAUNION PACIFIC
RAILROAD COMPANY
    
    Collector
    
    DIECAST COLLECTIBLES  UNION
PACIFIC RAILROAD PROPERTIES
    
    No
    
    UNITED STATES,
TERRITORIES &
POSSESSIONS
    
    15-Dec-05
    
    31-Dec-08
    
    29-Jun-09
    
    
    0.00
    %
    
    $
    1,000
    
    
    $
    1,950
    
    
    PAYMENT BASED ON WHOLESALE SALES. ADVANCE ON
EXECUTION N/L, GUARANTEE $1KVOLKSWAGEN AG
    
    Dual Usage
    
    1:43 DIECAST CAMPER & BEETLE
    
    No
    
    NOT SPECIFIED
    
    08-Jan-01
    
    Not Visible
    
    
    
    
    5.00
    %
    
    
    1,000[ ]
    
    
    
    185
    
    
    ROYALTY PAYABLE @5% NET SALES. MINIMUM
GUARANTEE PA OF EURO 1000. CONTINUATION OF
L-0598 LICENSE.VULCAN TO THE SKY
ENTERPRISES LTD
    
    Collector
    
    VULCAN TO THE SKY (XH558);
SHOWCASE, 1:72 & 1:144 DIECAST
REPLICAS
    
    Yes*
    
    WORLD-WIDE
    
    01-Dec-07
    
    31-Dec-10
    
    31-Mar-11
    
    
    5.00
    %
    
    £
    0
    
    
    not released
    
    
    ROYALTY PAYABLE ON NET SALES
  License expires post (last issue) 31/12/07 submission
 End Date
    
    
    
    
    
    
    
    
    
    Accrued(Including
    
    
    
    
    
    
    
    
    
    VersusSell off
    
    Royalty
    
    Contract
    
    GuaranteeRoyaltor
    
    Type
    
    License Permission/Restrictions
    
    Exclusive
    
    Territory Restrictions
    
    Start Date
    
    End Date
    
    Period)
    
    Rate
    
    Guarantee
    
    [31/03/08]
    
    
    Contract NotesAMERICAN LAFRANCE
CORPORATION
    
    Collector
    
    AMERICAN LAFRANCE, AMERICAN LA
FRANCE EAGLE, METROPOLITAN
    
    No
    
    WORLD-WIDE
    
    01-Jul-05
    
    31-Dec-07
    
    31-Dec-07
    
    
    5.00
    %
    
    $
    0
    
    
    $
    38,581
    
    
    UPON EXPIRYBELL HELICOPTER
TEXTRON INC
    
    Dual Usage
    
    1:48 DIECAST BELL, HUEY,
UHI, AHI REPLICAS
    
    No
    
    WORLD-WIDE
    
    20-Dec-06
    
    31-Dec-06
    
    31-Dec-07
    
    
    5.00
    %
    
    £
    0
    
    
    £
    64,507
    
    
    UPON EXPIRYCITY OF LOS ANGELES
POLIC DEPARTMENT
    
    Collector
    
    LA POLICE DEPT. SHOWCASE
COPTER (C590248)
    
    Yes
    
    WORLD-WIDE
    
    02-Dec-04
    
    01-Dec-07
    
    01-Dec-07
    
    
    6.00
    %
    
    $
    1,500
    
    
    not released
    
    
    UPON EXPIRYDAIMLER CHRYSLER AG
    
    Collector
    
    1:50 SCALE DIECAST MERCEDES
ACTROS REPLICA
    
    No
    
    WORLD-WIDE
    
    01-Sep-04
    
    31-Dec-07
    
    31-Dec-07
    
    
    7.00
    %
    
    £
    0
    
    
    £
    29,735
    
    
    UPON EXPIRYDAIMLER CHRYSLER AG
    
    Collector
    
    1:76 SCALE DIECAST MERCEDES
ACTROS AND 1:50 SCALE SPRINTER
VAN
    
    No
    
    WORLD-WIDE
    
    30-Nov-06
    
    31-Dec-07
    
    31-Dec-07
    
    
    7.00
    %
    
    £
    0
    
    
    £
    537
    
    
    UPON EXPIRYLOST ANGELES FIRE
DEPARTMENT
    
    Collector
    
    LA FIRE DEPT. DIE-CAST
REPRODUCTIONS
    
    Yes
    
    WORLD-WIDE
    
    02-Dec-04
    
    01-Dec-07
    
    01-Dec-07
    
    
    6.00
    %
    
    $
    1,500
    
    
    $
    1,825
    
    
    UPON EXPIRYMAN NUTZFAHRZEUGE
    
    Collector
    
    MAN TGA & ERF ECT 1:50
REPRODUCTIONS
    
    No
    
    GERMANY & ABROAD
    
    01-Apr-03
    
    31-Dec-06
    
    20-Dec-07
    
    
    0.00
    %
    
    
    2,000
    
    
    na
    
    UPON EXPIRYNORTHROP GRUMMAN
SYSTEMS CORPORATION
    
    Dual Usage
    
    DIECAST F14 TOMCAT, F4U
CORSAIR, P 47 THUNDERBOLT,
LUNAR MODULE & A10A
THUNDERBOLT
    
    No
    
    WORLD-WIDE
    
    07-Oct-02
    
    06-Oct-07
    
    06-Oct-07
    
    
    4.00
    %
    
    $
    0
    
    
    $
    74,926
    
    
    UPON EXPIRY




---



##### 








---



##### 



Product
Complete
 Quota allocation:
    
    UK
    
    UK FOB
    
    USA
    
    USA FOB
    
    TotalTotal Amount
    
    
    
    
    Total Deposit
    
    
    OutstandingItem #
    
    Description
    
    Vendor
    
    
    Qty
    
    Unit Price HKS
    
    
    (HK$)
    
    
    PO#
    
    Paid HK$
    
    
    Amount (HK$)
    
    
    RemarksAA35815
    
    F-86F Sabre-USAFE 48th FW Skyblazers, Chaumont
    
    Justnido
    
    
    1000
    
    
    $
    70,640
    
    
    
    70,640
    
    
    P/07218/08
    
    
    
    
    
    
    70,640
    
    
    Ready for inspection
    
    
    470
    
    
    
    30
    
    
    
    500
    
    
    
    0
    
    
    
    1000BL89041
    
    Ro-built Palroil BR Green 45534- E. Toolal Broadus
    
    Sanda Kan
    
    
    180
    
    
    $
    1,180,000
    
    
    
    212,400
    
    
    P/06818/07
    
    
    
    
    
    
    212,400
    
    
    + 1 set space parts ($1400.00)
    
    
    175
    
    
    
    5
    
    
    
    0
    
    
    
    0
    
    
    
    180CC11914
    
    ERC EC Nooleboom Step Frame Trailer & Backhoe lot
    
    EML
    
    
    1500
    
    
    $
    148,650
    
    
    
    222,825
    
    
    P/06862/07
    
    
    
    
    
    
    222,025
    
    
    Ready for inspection
    
    
    1400
    
    
    
    20
    
    
    
    0
    
    
    
    0
    
    
    
    1500CC13242
    
    DAF XF Super Space Cab Nooleboom Step Frame Tra
    
    EML
    
    
    1500
    
    
    $
    100,370
    
    
    
    240,555
    
    
    P/07068/07
    
    
    
    
    
    
    240,555
    
    
    Ready for inspection
    
    
    1494
    
    
    
    6
    
    
    
    0
    
    
    
    0
    
    
    
    1500CC13425
    
    MAN TGA Nooleboom Low Loader [ ] JS220 Excavator
    
    EML
    
    
    12
    
    
    $
    154,110
    
    
    
    1,849
    
    
    P/07012/07
    
    
    
    
    
    
    1,849
    
    
    Await ship
    
    
    12
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    12CC13420
    
    MAN TGA Nooleboom  Gaull Haulaga
    
    EML
    
    
    0
    
    
    $
    161,950
    
    
    
    972
    
    
    P/07111/08
    
    
    
    
    
    
    972
    
    
    Await ship
    
    
    6
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    6CC13017
    
    Mercedes-Benz Actros Curtainside  N Irving Transport
    
    EML
    
    
    4
    
    
    $
    164,550
    
    
    
    650
    
    
    P/07112/08
    
    
    
    
    
    
    650
    
    
    Await ship
    
    
    4
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    4CC13911
    
    Foden Alpha Flatbed Trailer & Peat Load RJ & I Man
    
    EML
    
    
    1000
    
    
    $
    141,070
    
    
    
    141,070
    
    
    P/07149/08
    
    
    
    
    
    
    141,870
    
    
    Ready for inspection
    
    
    984
    
    
    
    16
    
    
    
    0
    
    
    
    0
    
    
    
    1000DG0620G
    
    Ford Model T Van  Heaths Garage Midland Contracting
    
    Zindarf
    
    
    1500
    
    
    $
    13,330
    
    
    
    19,995
    
    
    P/07100/08
    
    
    
    
    
    
    19,1995
    
    
    Await ship
    
    
    1500
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    1500DG027008
    
    Breakdown Truck  Burtonwood Motor & Aircraft Engine
    
    Zindarf
    
    
    1500
    
    
    $
    15,700
    
    
    
    23,550
    
    
    P/07157/08
    
    
    
    
    
    
    23,550
    
    
    Await ship
    
    
    1500
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    1500DG127013
    
    Morris Minor Van  Bluemels Express Service
    
    Zindarf
    
    
    1500
    
    
    $
    16,720
    
    
    
    25,080
    
    
    P/07158/08
    
    
    
    
    
    
    25,000
    
    
    Await ship
    
    
    1500
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    1500DG199013
    
    Scammell Mechanical Herzo  Bouts Tillotson
    
    Zindarf
    
    
    2458
    
    
    $
    12,110
    
    
    
    32,224
    
    
    P/07154/08
    
    
    
    
    
    
    32,224
    
    
    Await ship
    
    
    2450
    
    
    
    42
    
    
    
    0
    
    
    
    0
    
    
    
    2500DG202009
    
    Austin J2 Van  Ross Frozen Foods
    
    Zindarf
    
    
    2923
    
    
    $
    8,370
    
    
    
    24,466
    
    
    
    
    
    
    
    
    
    24,468
    
    
    Price not approved & pending improved financial
position
    
    
    2923
    
    
    
    77
    
    
    
    0
    
    
    
    0
    
    
    
    3000DG203005
    
    Bedford CA Van  Ovaltine
    
    Zindarf
    
    
    2892
    
    
    $
    8,450
    
    
    
    24,437
    
    
    P/07155/08
    
    
    
    
    
    
    24,437
    
    
    Await ship
    
    
    2092
    
    
    
    108
    
    
    
    0
    
    
    
    0
    
    
    
    3000DG211005
    
    Morris 1000  Brown Mulls Department Store
    
    Zindarf
    
    
    2862
    
    
    $
    8,400
    
    
    
    24,041
    
    
    P/07159/08
    
    
    
    
    
    
    24,041
    
    
    Await ship
    
    
    2862
    
    
    
    138
    
    
    
    0
    
    
    
    0
    
    
    
    3000DG213002
    
    Hanington Horsebox  Great Western Railways
    
    Zindarf
    
    
    2850
    
    
    $
    15,500
    
    
    
    44,268
    
    
    P/07156/08
    
    
    
    
    
    
    44,268
    
    
    Await ship
    
    
    2856
    
    
    
    144
    
    
    
    0
    
    
    
    0
    
    
    
    3000LP06497
    
    Dick Kerr Closed Top Tram  Crich Tramway Museum
    
    Zindarf
    
    
    3003
    
    
    $
    16,520
    
    
    
    49,010
    
    
    P/07174/08
    
    
    49,610
    
    
    
    0
    
    
    Air today
    
    
    3
    
    
    
    3000
    
    
    
    0
    
    
    
    0
    
    
    
    3003LP06498
    
    Mini Van  Enfield Pagent
    
    Zindarf
    
    
    2004
    
    
    $
    12,970
    
    
    
    25,992
    
    
    P/07209/08
    
    
    11,043
    
    
    
    14,349
    
    
    Air today
    
    
    4
    
    
    
    2000
    
    
    
    0
    
    
    
    0
    
    
    
    2004LP06499
    
    30cm Truck -Kelloggs
    
    Zindarf
    
    
    1003
    
    
    $
    23,700
    
    
    
    23,771
    
    
    P/07211/08
    
    
    10,502
    
    
    
    13,189
    
    
    To be inspect by 2nd May
    
    
    3
    
    
    
    1000
    
    
    
    0
    
    
    
    0
    
    
    
    1003LP06500
    
    Z-Van  Chillorn Hills
    
    Zindarf
    
    
    1004
    
    
    $
    15,970
    
    
    
    16,034
    
    
    P/07212/08
    
    
    6,983
    
    
    
    9,051
    
    
    Air today
    
    
    4
    
    
    
    1000
    
    
    
    0
    
    
    
    0
    
    
    
    1004LP06503
    
    Open Back Track  Mead Open Farm
    
    Zindarf
    
    
    2003
    
    
    $
    11,990
    
    
    
    24,016
    
    
    P/07213/08
    
    
    10,550
    
    
    
    13,460
    
    
    To be inspect 2nd May
    
    
    3
    
    
    
    2000
    
    
    
    0
    
    
    
    0
    
    
    
    2003LP06504
    
    Horse Drawn Tram  Crich Tramway Museum
    
    Zindarf
    
    
    2003
    
    
    $
    14,260
    
    
    
    28,563
    
    
    P/07214/08
    
    
    12,830
    
    
    
    15,724
    
    
    To be inspect 2nd May
    
    
    3
    
    
    
    2000
    
    
    
    0
    
    
    
    0
    
    
    
    2003OM44710
    
    Darf SLF/Pointer 1 Trent Barton the Villager
    
    Zindarf
    
    
    1490
    
    
    $
    40,160
    
    
    
    68,770
    
    
    P/07202/08
    
    
    
    
    
    
    68,770
    
    
    Await ship
    
    
    1402
    
    
    
    8
    
    
    
    0
    
    
    
    0
    
    
    
    1500OM46008
    
    Wright Solar  Reading Transport
    
    Renown
    
    
    1700
    
    
    $
    42,180
    
    
    
    71,700
    
    
    P/07215/08
    
    
    
    
    
    
    71,706
    
    
    Await ship
    
    
    1600
    
    
    
    20
    
    
    
    0
    
    
    
    0
    
    
    
    1700OM4G201
    
    Seanla Irlzar PB  National Express
    
    Renown
    
    
    2922
    
    
    $
    47,270
    
    
    
    138,123
    
    
    P/07113/08
    
    
    
    
    
    
    130,123
    
    
    Await ship
    
    
    2660
    
    
    
    62
    
    
    
    0
    
    
    
    0
    
    
    
    2922OM4G202
    
    Seanla Irlzar PB  National Express (Irish Bus)
    
    Renown
    
    
    2122
    
    
    $
    46,660
    
    
    
    99,013
    
    
    P/07114/08
    
    
    
    
    
    
    99,013
    
    
    Await ship
    
    
    2090
    
    
    
    32
    
    
    
    0
    
    
    
    0
    
    
    
    2122RG1002
    
    Two Piece Set, Ringtons Tea
    
    Zindarf
    
    
    22004
    
    
    $
    19,860
    
    
    
    430,099
    
    
    P/07217/08
    
    
    196,386
    
    
    
    240,614
    
    
    To be inspect by 00 May
    
    
    4
    
    
    
    22000
    
    
    
    0
    
    
    
    0
    
    
    
    22004WIP 11KCC14007
    
    Volvo FH Nooteboom Stop Frame Trailer & Volvo G741
    
    EML
    
    
    1500
    
    
    $
    165,000
    
    
    
    247,500
    
    
    P/00799/07
    
    
    
    
    
    
    247,500
    
    
    
    
    
    1490
    
    
    
    10
    
    
    
    0
    
    
    
    0
    
    
    
    1500CC13427
    
    Man TGA Nooteboom Low Loader, Volvo L70E & Volvo
    
    EML
Zindarf
    
    
    1500
    
    
    $
    100,520
26.660
    
    
    
    270,780
39,990
    
    
    P/07110/00
P/07117/08
    
    
    
    
    
    
    270,780
39,990
    
    
    
    
    
    1493
    
    
    
    7
    
    
    
    0
    
    
    
    0
    
    
    
    1500CC13912
    
    Foden Alpha Nooteboom Step Frame Trailer, Atkinson
    
    EML
Zindarf
    
    
    1500
    
    
    $
    203,030
39,470
    
    
    
    304,545
59,205
    
    
    
    
    
    
    
    
    
    304,545
59,205
    
    
    Quotes will be revised when resume production
    
    
    1482
    
    
    
    18
    
    
    
    0
    
    
    
    0
    
    
    
    1500CC13016
    
    Mercades-Benz Actros Nooteboom Low Loader & Volvo
    
    EML
    
    
    1500
    
    
    $
    163,250
    
    
    
    244,075
    
    
    P/06984/07
    
    
    
    
    
    
    244,875
    
    
    
    
    
    1488
    
    
    
    12
    
    
    
    0
    
    
    
    0
    
    
    
    1500AA34708
    
    English Electric Canberra B(1)8-No. 16 Squadron RAF
    
    Justwide
    
    
    1300
    
    
    $
    116,000
    
    
    
    151,580
    
    
    
    
    
    
    
    
    
    151,580
    
    
    Price not yet approved
    
    
    1160
    
    
    
    40
    
    
    
    300
    
    
    
    0
    
    
    
    1500
 Outstanding PO
 Total Amount
    
    
    
    
    
    OutstandingItem #
    
    
    
    Vendor
    
    Qty
    
    Unit Price HKS
    
    (HK$)
    
    PO#
    
    
    
    Amount (HK$)
    
    RemarksAA37802
    
    Albatross D.V. Ltd. Freidrich Ritter Von Roth, Jasta 238
    
    Justwide
    
    
    3940
    
    
    $
    87,830
    
    
    
    348,050
    
    
    P/07215/00
    
    
    
    
    
    
    346,050
    
    
    
    
    
    2092
    
    
    
    58
    
    
    
    1500
    
    
    
    240
    
    
    
    3940BL99040
    
    A1 Pacific LNER  Apple Green  4475
    
    Sanda Kan
    
    
    180
    
    
    $
    1,494,000
    
    
    
    268,020
    
    
    P/07008/07
    
    
    
    
    
    
    268,920
    
    
    + 1 set spare parts ($1489,00)
    
    
    173
    
    
    
    7
    
    
    
    0
    
    
    
    0
    
    
    
    100BL99042
    
    Southern Maunsell N Class 2-6-0 SECR Austerity Grey
    
    Sanda Kan
    
    
    180
    
    
    $
    1,134,000
    
    
    
    204,120
    
    
    P/07009/07
    
    
    
    
    
    
    204,120
    
    
    + 1 set spare parts ($1489,00)
    
    
    180
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100CC14007
    
    Volvo FH Nooteboom Step Frame Trailer & Volvo G741
    
    EML
    
    
    1500
    
    
    $
    165,000
    
    
    
    247,500
    
    
    P/00799/07
    
    
    
    
    
    
    247,500
    
    
    
    
    
    1400
    
    
    
    10
    
    
    
    0
    
    
    
    0
    
    
    
    1500CC14305
    
    Ford Transit  Marshalls
    
    EML
    
    
    1500
    
    
    $
    31,150
    
    
    
    46,725
    
    
    P/07198/09
    
    
    
    
    
    
    46,725
    
    
    
    
    
    1494
    
    
    
    6
    
    
    
    0
    
    
    
    0
    
    
    
    1500CC18005
    
    Volvo FH Curtainside - Knowles Transport
    
    Zindarf
    
    
    2000
    
    
    $
    42,980
    
    
    
    85,980
    
    
    P/07192/08
    
    
    
    
    
    
    85,980
    
    
    8/4/08 advised by Naomi that item drop
    
    
    1980
    
    
    
    12
    
    
    
    0
    
    
    
    
    
    
    
    2000CC20503
    
    Burrell 5 NHP Showmans Loco-no. 3906 Earl Beatty
    
    EML
    
    
    1000
    
    
    $
    111,700
    
    
    
    111,780
    
    
    P/07153/08
    
    
    
    
    
    
    111,780
    
    
    
    
    
    982
    
    
    
    18
    
    
    
    0
    
    
    
    0
    
    
    
    1000CC25900
    
    ABC Routemaster  London Transport (S/S)
    
    Zindarf
    
    
    1000
    
    
    $
    71,120
    
    
    
    71,120
    
    
    P/00740/07
    
    
    04,008
    
    
    
    7,112
    
    
    30% deposit
    
    
    1000
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    1000CC26102
    
    RTL Double Deck Bus  London Transport
    
    Zindarf
    
    
    1500
    
    
    $
    67,170
    
    
    
    100,755
    
    
    P/07193/08
    
    
    
    
    
    
    100,755
    
    
    
    
    
    1500
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    1500Totals HKD
    
    
    
    
    
    
    
    
    
    
    
    
    4,893,840
    
    
    
    
    
    362,000
    
    
    
    4,531,214




---



##### 



Part 2  Excluded Business Contracts
 1.
    
    Distribution Agreement between Corgi Classics Ltd and Pekarama AG dated 26 January 19962.
    
    Distribution Agreement between Corgi Classics Ltd and Kokusai Boeki Kaisha Ltd dated 26
January 19963.
    
    Distribution Agreement between Corgi Classics Ltd and A Scott & Co PTY Ltd dated 26 January
19964.
    
    Letter to Marie Cizkova, Zimex dated 29 April 19965.
    
    Letter to Mrs Peckova and Pecka Modelar dated 14 February 19966.
    
    Letter to Carlos Galvirla and Tienda de Modelos dated 16 May 19967.
    
    Settlement Agreement between Corgi Classics Limited and Homble Diffusion S.A. dated 2 January
20018.
    
    Distribution Agreement between Corgi Classics Ltd and Corgi Collector New Zealand dated 26
January 19969.
    
    Letter to Mr Jean-Claude Guggisberg dated 13 October 200310.
    
    Letter to Mr Michael Wall dated 4 April 199711.
    
    Letter to Mr Bernt Magnusson dated 25 April 200312.
    
    Letter to Fabrizio Petrucci dated 5 September 200213.
    
    Distribution Agreement between Corgi Classics Ltd and Homble Diffusion dated 26 January 199614.
    
    Distribution Agreement between Corgi Classics Ltd and Cofradis dated 26 January 199615.
    
    Distribution Agreement between Corgi Classics Ltd and A.K.P. GmbH dated 26 January 1996




---



##### 



Business Contracts  Part 3
 1
    
    Agreement between Corgi Classics Limited and Questar Communications Limited regarding the
running of the Lledo/Vanguard Collector Club2
    
    Letter Agreement between Susan Pownall and Corgi Classics Limited regarding the Corgi
Collector Club3
    
    Consultancy Agreement with Lesley Bassett4
    
    Consultancy Agreement with Lawrence Tilley5
    
    Informal sales agency agreements with each of Lesley Bassett, Colin Fisher and Julie Dorman




---



##### 



Schedule 5
Excluded Tooling
 36




---



##### 



Schedule 6
Liabilities to Suppliers
 Part 1
Total Liabilities to Suppliers
  Part 2
Liabilities to Supplier to be Paid at Completion
  Part 3
Agreed Form Confirmations to be Obtained
  37




---



##### 



Schedule 6  Part 1
 (HK Total Payments)
     Totaloutstanding
    
    Day 1
    
    Day 1Vendor
    
    HK$
    
    HK$
    
    US$Zindart
    
    
    10,592,208.74
    
    
    
    10,592,208.74
    
    
    
    750,000.00EML
    
    
    7,583,640.60
    
    
    
    7,583,640.60Sunny
    
    
    2,719,450.00
    
    
    
    2,719,450.00Justwide
    
    
    2,210,912.52
    
    
    
    2,210,912.52Ever Glorious
    
    
    1,862,408.50
    
    
    
    1,862,408.50Master Mould
    
    
    1,276,619.50
    
    
    
    1,276,619.50Renown
    
    
    1,192,540.58
    
    
    
    1,192,540.58Hobby Master
    
    
    285,057.20M-Tech
    
    
    153,491.00Sanda Kan
    
    
    64,824.00
    
    
    
    64,824.00Hobby Master
    
    
    285,057.20M-Tech
    
    
    153,491.00Total
    
    
    28,379,700.84
    
    
    
    27,502,604.44
    
    
    
    750,000.00




---



##### 



Schedule 6  Part 1
 (UK Total Payments)
 Payments Schedule (Ex Corgi International & Hong Kong)
    
    29-Apr-08
 Supplier
    
    Purpose
    
    Balance (£)WAREHOUSE & LOGISTICSE001-C S Ellis (Group) Ltd
    
    Warehouse
    
    
    115,652P070-Parcel Force Worldwide
    
    Courier
    
    
    1,572R025-ROYAL MAIL
    
    Postage
    
    
    7,539S133-Secure Mail Services Ltd
    
    Direct parcel delivery
    
    
    17,783W001-WEST QUAY LTD (ROYLINE)
    
    Warehouse
    
    
    98,799PRODUCTE030-ETS Praha
    
    Lowke
    
    
    30,341M080-Motorat part of SC Communications AB
    
    
    
    
    36,353SALES AGENTS, COLLECTOR CLUBS & CONSUMER SERVICESD007-Diecast Solutions
    
    Sales Agent
    
    
    12,182D008-Julie Dorman
    
    Sales Agent
    
    
    1,382H001-Hallmark Consumer Services
    
    Collector Club
    
    
    6,935K013-Kingfisher Agencies
    
    Sales Agent
    
    
    4,378K014-KRISTALL PRODUCTIONS
    
    for Collector Club
    
    
    120Q004-Questar Communications
    
    Collector Club
    
    
    39,058S005-MRS SUSAN POWNALL
    
    Collector Club
    
    
    0DESIGN & DEVELOPMENTA009-ARTWORKS
    
    Sub Contractor
    
    
    63,320A034-Fusion
    
    Sub Contractor
    
    
    13,872F003-Fidus Enterprises Ltd
    
    D & D Forward March
    
    
    1,998H072-Humdinger Productions Ltd
    
    Sub Contractor
    
    
    1,293L009-John Lakey
    
    Vanguards research & writi
    
    
    590M016-MPiD Design Ltd
    
    Sub Contractor
    
    
    14,989MARKETING & DIRECTA002-ATL Associates
    
    Collector magazine
    
    
    3,729B023-Anthony Wallace
    
    Direct Copywriter
    
    
    4,465C125-Cuban Ltd
    
    Mailing  Direct
    
    
    27,663C129-Crecy publishing Ltd
    
    Forward March Medals
    
    
    2,250G010-GI Insight
    
    Direct Data Analyst
    
    
    3,496G043-Greenshires Group
    
    Posters
    
    
    1,293H018-HAYMARKET PUBLISHING SERVICES
    
    Research Photographs Van
    
    
    118I021-IPC Media Ltd
    
    Model Collector Advert
    
    
    1,135K017-KEY PUBLISHING LIMITED
    
    Fly Past Aviation Advert
    
    
    940M020-RBS Invoice Finance
    
    Mediatech
    
    
    21,544P018-Phoenix Colour Plc
    
    Collector Leaflets
    
    
    2,725R060-RS Print
    
    Price List Printer
    
    
    1,036S131-Pindar Graphcs
    
    Website
    
    
    758T073-TradeDoubler
    
    Website banner
    
    
    1,538W003-Warners Midlands Plc
    
    Collector Club Mag Printer
    
    
    1,819W006-Ware Anthony Rust
    
    Media Contract PR
    
    
    6,456




---



##### 



Supplier
    
    Purpose
    
    Balance (£)LICENSESB007-Born Free Foundation
    
    Landrover Livery
    
    
    812B096-Bell Helicoptor Textron Inc
    
    Aviation
    
    
    4,822B097-BMW AG
    
    Vangurads
    
    
    18,420B104-Boeing Business Services
    
    Aviation
    
    
    11,666B105-The Beanstalk Group uk Ltd
    
    Ford, Jaguar, Landrover
    
    
    2,959C131-Curtiss Wright Corp
    
    Aviation
    
    
    1,526D001-Daimler Chrysler
    
    Vanguards
    
    
    17,515D070-Accounting Officer Ministry Of Defence
    
    Aviation
    
    
    294E006-Equity Management Inc.
    
    Buick, Chevrolet, Dr Pepper
    
    
    16,568E029-Eddie Stobart Limited
    
    Eddie Stobbart
    
    
    1,186
 Schedule 6  Part 1
 (UK Total Payments)
 G041-Greyhound Lines Inc
    
    US Buses
    
    
    112G053-General Motors
    
    Vanguards
    
    
    1,075K032-Kelloggs Marketing & Sales Comp Ltd
    
    2005 Q4 Royalties
    
    
    255L086-Licensing Management International
    
    Heritage, Mini, Triumph
    
    
    0M128-Metropolitan Police
    
    Vanguards
    
    
    4,480N017-NMSI Trading Ltd
    
    Museum
    
    
    939N047-Northgrop Grumman Systems Corporation
    
    Avaition
    
    
    265Q002-Quantas
    
    Aviation
    
    
    4,638R003-Richard Walker
    
    Forward March
    
    
    3,126R007-The Red Arrows Trustees Ltd
    
    Aviation
    
    
    154R078-Royal Mail
    
    Post Office
    
    
    6,930Renault
    
    Invoice in query for royalties
    
    
    22,600T070-Transport Trading Ltd
    
    Buses / Taxis
    
    
    4,906V016-Volkswagen
    
    VW
    
    
    639V017-Volvo
    
    Volvo
    
    
    32,329IT & TELCOML011-Lawrence Tilley
    
    Web developer
    
    
    5,220712,552




---



##### 



Schedule 6  Part 2
 (HK Day 1 Payments)
 Corgi International Limited (Sourcing Office)  Vendor status report  FY 2009
 17-Apr-08
 Totaloutstanding
    
    Day 1
    
    Day 1Vendor
    
    HK$
    
    HK $
    
    US$Zindart
    
    
    10,592,208.74
    
    
    
    10,592,208.74
    
    
    
    750,000.00EML
    
    
    7,583,640.60
    
    
    
    7,583,640.60Sunny
    
    
    2,719,450.00
    
    
    
    2,719,450.00Justwide
    
    
    2,210,912.52
    
    
    
    2,210,912.52Ever Glorious
    
    
    1,862,408.50
    
    
    
    1,862,408.50Master Mould
    
    
    1,276,619.50
    
    
    
    1,276,619.50Renown
    
    
    1,192,540.58
    
    
    
    1,192,540.58Hobby Master
    
    
    285,057.20M-Tech
    
    
    153,491.00Sanda Kan
    
    
    64,824.00
    
    
    
    64,824.00Total
    
    
    27,941,152.64
    
    
    
    27,502,604.44
    
    
    
    750,000.00
 27,502,604.44
    
    
    
    750,000.00Exchange rate
    
    
    15.3390
    
    
    
    1.9680GBP
    
    
    1,792,985.49
    
    
    
    381,097.56GBP total
    
    
    2,174,083.05




---



##### 



Schedule 6  Part 2
 (UK Day 1 Payments)
 Supplier
    
    Purpose
    
    Balance (£)WAREHOUSE & LOGISTICSE001-C S Ellis (Group) Ltd
    
    Warehouse
    
    
    115,652W001-WEST QUAY LTD (ROYLINE)
    
    Warehouse
    
    
    98,799PRODUCTE030-ETS Praha
    
    Lowke
    
    
    30,341SALES AGENTS, COLLECTOR CLUBS & CONSUMER SERVICESD007-Diecast Solutions
    
    Sales Agent
    
    
    12,182D008-Julie Dorman
    
    Sales Agent
    
    
    1,382K013-Kingfisher Agencies
    
    Sales Agent
    
    
    4,378Q004-Questar Communications
    
    Collector Club
    
    
    39,058S005-MRS SUSAN POWNALL
    
    Collector Club
    
    
    0DESIGN & DEVELOPMENTA009-ARTWORKS
    
    Sub Contractor
    
    
    63,320A034-Fusion
    
    Sub Contractor
    
    
    13,872H072-Humdinger Productions Ltd
    
    Sub Contractor
    
    
    1,293L009-John Lakey
    
    Vanguards research & writi
    
    
    590M016-MPiD Design Ltd
    
    Sub Contractor
    
    
    14,989MARKETING & DIRECTA002-ATL Associates
    
    Collector magazine
    
    
    3,729B023-Anthony Wallace
    
    
    
    
    4,465C125-Cuban Ltd
    
    Mailing  Direct
    
    
    27,663M020-RBS Invoice Finance
    
    Mediatech
    
    
    21,544LICENSESB097-BMW AG
    
    
    
    
    18,420B104-Boeing Business Services
    
    
    
    
    11,666B105-The Beanstalk Group uk Ltd
    
    Ford, Jaguar, Landrover
    
    
    2,959D001-Daimler Chrysler
    
    
    
    
    17,515E029-Eddie Stobart Limited
    
    Eddie Stobbart
    
    
    1,186M128-Metropolitan Police
    
    
    
    
    4,480T070-Transport Trading Ltd
    
    
    
    
    4,906Renault
    
    Invoice in query for royalties
    
    
    22,600IT & TELCOML011-Lawrence Tilley
    
    Website
    
    
    5,220542,207




---



##### 



Schedule 7
Trade Marks
  38




---



##### 



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




---



##### 



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




---



##### 



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




---



##### 





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




---



##### 



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




---



##### 



Corgi Classics Limited  Trade Mark Applications
 Country
    
    Mark
    
    Device
    
    Class(es)
    
    Appln No.
    
    Filed
    
    Registration No.
    
    Status
    
    Approx. CostsUnited Kingdom
    
    ICON Device
    
    (LOGO)
    
    Class 28
    
    2167794
    
    28-May-1998
    
    2167794
    
    07.02.08 - mark not be renewed - email sent to Lisa King, Barker Brettell. N.B. This Mark can be renewed until 28 May 2008United Kingdom
    
    LLEDO
    
    
    
    Class 28
    
    1310984
    
    22-May-1987
    
    1310984
    
    07.02.08 renewal request made to Barker Brettell - Renewal instructions not yet sent to the UK IPO. Deadline for renewal is 22-May-2008United Kingdom
    
    LLEDO Logo
    
    (LOGO)
    
    Class 28
    
    1310985
    
    22-May-1987
    
    1310985
    
    07.02.08 renewal request made to Barker Brettell - Renewal instructions not yet sent to the UK IPO - Deadline for renewal is 22-May-2008United Kingdom
    
    LOWKO & Device
    
    (LOGO)
    
    Class 28
    
    2107153
    
    08-Aug-1996
    
    2107153
    
    08-Aug-2016United Kingdom
    
    MEMORY LANE
    
    
    
    Class 28
    
    B1516770
    
    26-Oct-1992
    
    B1516770
    
    26-Oct-2009United Kingdom
    
    METTOY
    
    
    
    Class 28
    
    2069778
    
    24-Apr-1996
    
    2069778
    
    24-Apr-2016United Kingdom
    
    MILESTONES
    
    
    
    Class 28
    
    2055376
    
    02-Feb-1996
    
    2055376
    
    02-Feb-2016United Kingdom
    
    MOTORING MEMORIES
    
    
    
    Class 28
    
    2102985
    
    17-Jun-1996
    
    2102985
    
    17-Jun-2016United Kingdom
    
    PROMOTORS
    
    
    
    Class 28
    
    1533462
    
    21-Apr-1993
    
    1533462
    
    21-Apr-2010United Kingdom
    
    TECH TRONIC / TEC
    
    
    
    Class 28
    
    2289077
    
    28-Dec-2001
    
    2289077
    
    28-Dec-2011TRONIC / TECHTRONIC /
TECTRONIC (Series of 4)United Kingdom
    
    The AVIATION ARCHIVE & Device (Version 1) (Series of 2)
    
    (LOGO)
    
    Class 28
    
    2160765
    
    12-Mar-1998
    
    2160765
    
    12-Mar-2018United Kingdom
    
    VANGUARDS
    
    
    
    Class 28
    
    1515030
    
    06-Oct-1992
    
    1515030
    
    06-Oct-2009United States Of America
    
    Basseett Lowke
    
    
    
    Class 28
    
    78669699
    
    13-Jul-2005
    
    3106834
    
    20-Jun-2011United States Of America
    
    CORGI
    
    
    
    Class 28
    
    71698627
    
    21-Nov-1955
    
    641340
    
    12-Feb-2017




---



##### 



Corgi Classics Limited  Trade Mark Applications
 Country
    
    Mark
    
    Device
    
    Class(es)
    
    Appln No.
    
    Filed
    
    Registration No.
    
    Status
    
    Approx. CostsUnited States Of America
    
    CORGI & Device (Version 2)
    
    LOGO
    
    Class 28
    
    72/203416
    
    06-Oct-1964
    
    806319
    
    29-Mar-2016United States Of America
    
    CORGI & Device (Version 4)
    
    LOGO
    
    Classes 28 and 41
    
    78698614
    
    23-Aug-2005
    
    3238983
    
    06-May-2017, affidavit of use due 08-May-2013United States Of America
    
    CORGI WHEELZ
    
    
    
    Class 28
    
    78588350
    
    16-Mar-2005
    
    3102293
    
    06-Jun-2011United States Of America
    
    DAYS GONE
    
    
    
    Class 28
    
    73441611
    
    29-Aug-1983
    
    1314803
    
    15-Jan-2015United States Of America
    
    FIREBASENAM
    
    
    
    Class 28
    
    76/213566
    
    21-Feb-2001
    
    2595864
    
    16-Jul-2012. To be abandoned on renewal - 24.07.07United States Of America
    
    FORGOTTEN HEROES
    
    
    
    Class 28
    
    76/213565
    
    21-Feb-2001
    
    2626388
    
    24/09/2012- Affidavit of use due 24-Sep-2008United States Of America
    
    FORWARD MARCH
    
    
    
    Class 28
    
    78585266
    
    11-Mar-2005
    
    3095244
    
    23-May-2011United States Of America
    
    HEROES UNDER FIRE
    
    
    
    Class 28
    
    76/213563
    
    21-Feb-2001
    
    2595883
    
    16/07/2012 -Affidavit of use due
16-Jul-2008 - Currently awaiting specimens of use from Corgi Classics
LimitedUnited Stales Of America
    
    SIGHTS & SOUNDS
    
    
    
    Class 28
    
    78831331
    
    7-Mar-2006
    
    
    
    SOU accepted 26-3-8United States Of America
    
    TACTICAL STRIKE
    
    
    
    Class 28
    
    78/258673
    
    05-Jun-2003
    
    2902554
    
    09-Nov-2014 - Affidavit of use due 09-Nov-2010FOR INFORMATION
PURPOSES ONLY]United States Of America
    
    THE AVIATION ARCHIVE & Device (Version 2)
    
    LOGO
    
    Class 28
    
    75/670991
    
    30-Mar-1999
    
    2397162
    
    24-Oct-2010United States Of America
    
    UNSUNG HEROES
    
    
    
    Class 28
    
    76/089106
    
    14-Jul-2000
    
    2499159
    
    16/10/2011 - mark will be allowed to lapse on renewal (15.08.07)




---



##### 



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




---



##### 



Schedule 8
Warranties
 Part 1
Corporate Matters
 1
    
    Business RecordsSo far as the Sellers are aware the Business Records have been properly and accurately
kept in the period from the date 15 months before the date of this Agreement.2
    
    Possession of documentsAll deeds, agreements and other documents relating to the Assets or the Business to
which either Sellers are a party or is entitled to enforce are in the possession of
either Sellers and have been registered with any applicable authority with which such
documents are registerable under any applicable law.3
    
    InvestigationsSo far as the Sellers are aware, no investigations or enquiries, by or on behalf of, a
governmental or other body in respect of any aspect of the Business are taking place or
pending.4
    
    Information disclosed to the BuyerThe Sellers have used all reasonable care in the preparation of the information
comprised in Schedule 3, Schedule 5, the Agreed Form Appendix 2 to this Agreement and
the Agreed Form Appendix 4 to this Agreement.
 Part 2
Finance
 1
    
    Liabilities of the SellersAll the liabilities of the Sellers that are material to the Business are set out in
Schedule 6.2
    
    BorrowingsThe Sellers have not received notice (whether formal or informal) from a lender of money,
requiring repayment or intimating the enforcement of a security which it may hold over
any of the Assets and so far as the Sellers are aware there is nothing likely to give
rise to a notice.
 39




---



##### 



Part 3
Trading
 1
    
    Effect of sale of the Business(a)
    
    So far as the Sellers are actually aware (having made no enquiries), after Completion
(whether by reason of an existing agreement or otherwise) or as a result of the acquisition of
the Business by the Buyer):
 (i)
    
    no supplier of the Business will cease supplying it or may
substantially reduce its levels of supplies to it;(ii)
    
    no customer of the Business will substantially reduce its existing
level of business with the Business.
 (b)
    
    Compliance with the terms of this Agreement does not and will not:
 (i)
    
    result in the creation, imposition, crystallisation or enforcement of
an encumbrance on assets of the Business or the Sellers;(ii)
    
    result in the indebtedness of the Sellers or the Business becoming due
and payable, or capable of being declared due and payable, prior to its stated
maturity.
 2
    
    Agency agreements and agreements restricting the Business(a)
    
    In respect of the Business, the Sellers are not a party to an agency, distributorship,
marketing, purchasing, manufacturing or licensing agreement or arrangement, or a restrictive
agreement or arrangement which restricts its freedom to carry on the Business or to use or
exploit the Assets.3
    
    Litigation disputes and winding up(a)
    
    The Sellers are not engaged in litigation or arbitration, proceedings as plaintiff or
defendant in relation to the Business; so far as the Sellers are aware there are no
proceedings pending or threatened, either by or against the Sellers affecting the Business;
and so far as the Sellers are aware there is nothing which is likely to give rise to
litigation or arbitration.(b)
    
    No order has been made, petition presented or resolution passed for the winding up of the
Sellers; the Sellers are not the subject of an application to court for an administration
order, a notice of appointment of an administrator, a notice of intention to appoint an
administrator or has an administrator been appointed over it; no distress, execution or other
process has been levied in respect of the Sellers which remains undischarged; and there is no
unfulfilled or unsatisfied judgement or court order outstanding against the Sellers; the
Sellers are not subject to any analogous actions or proceedings in the United States or Hong
Kong.(c)
    
    The Sellers are it insolvent or unable to pay its debts as and when they fall due within the
meaning of section 123 Insolvency Act 1986 (but omitting any requirement to prove anything to
the satisfaction of the court).4
    
    Compliance with statutes(a)
    
    So far as the Sellers are aware, neither the Sellers, nor any Employee, has committed or
omitted to do anything in respect of the Business, the commission or omission of which is in
contravention of an act, order or regulation having the
 40




---



##### 



force of law giving rise to a penalty, default proceedings or other liability on the Sellers.(b)
    
    So far as the Sellers are aware, it has conducted and is conducting the Business in
accordance with all applicable laws and regulations.(c)
    
    So far as the Sellers are aware, it has never, in respect of the Business, carried on any
activity or done anything which is regulated by the Financial Services and Markets Act 2000 or
any predecessor legislation or has otherwise contravened any of the provisions of such Act or
of any predecessor legislation or has done anything which amounts to market abuse for the
purposes of Part VIII of such Act.5
    
    Defaults under agreements(a)
    
    The Sellers are not (other than in respect of breaches or defaults arising as a result of
non-payment or late payment of individual amounts of £1,000 or less):
 (i)
    
    in material default under any of the Business Contracts or in respect
of other obligations or restrictions binding upon it in relation to the Business;
or(ii)
    
    so far as the Sellers are aware, liable for a material breach of a
representation or warranty (whether express or implied) relating to the Business.
 (b)
    
    No threat or claim of default by the Sellers under the Business Contracts has been made and
is outstanding other than in respect of defaults arising as a result of the non-payment or
late payment of individual amounts of £1,000 or less.(c)
    
    As at the date of this Agreement, save to the extent set out in Schedule 6, there are no
amounts outstanding pursuant to Business Contracts by the Sellers.6
    
    Other partys defaultsSo far as the Sellers are aware, no party to a Business Contract is in default under it,
being a default which is material in the context of the Business.
 Part 4
Employees
 7
    
    Employees and terms of employment(a)
    
    The Particulars of Employment are true, complete and accurate in all respects.(b)
    
    The Disclosure Letter contains all material details of all private medical insurance
(including private medical insurance family cover), permanent health insurance and critical
illness and life assurance of the Sellers held since the 31 March 2008.(c)
    
    There are no agreements or arrangements between the Sellers or the Business and a trade union
or other body representing the Employees.(d)
    
    There are no part time Employees. For the purposes of this warranty a part-time Employee
means an Employee who is contracted to work for fewer than 33 hours in a week.
 41




---



##### 



8
    
    Bonus schemesThere are no schemes in operation entitling an Employee to a commission or remuneration
calculated by reference to the turnover or profits of the Business or the Sellers or
part of the Business.9
    
    Changes in remuneration(a)
    
    During the period since the Accounts Date or, where employment or holding of office began
after the Accounts Date, since the start of the employment or holding of office:
 (i)
    
    no change has been made to the rate of remuneration, emoluments or
pension benefits of an Employee; and(ii)
    
    no material change has been made in the other terms of employment of an
Employee.
 (b)
    
    The Sellers are not obliged or accustomed to pay anything, other than in respect of
remuneration or pension benefits, to or for the benefit of an Employee other than already
disclosed.(c)
    
    There are no negotiations for an increase in the remuneration or benefits of an Employee
which are current or pending and none are likely to begin within six months after the Transfer
Date other than as already disclosed.10
    
    Termination of contracts of employment(a)
    
    The contracts of service to which the Business or the Sellers are a party are determinable at
any time on three months notice or less without compensation (other than compensation in
accordance with the Employment Rights Act 1996).(b)
    
    No Employee:
 (i)
    
    has been given notice terminating his or her employment and the Sellers
has not received notice of termination of employment from an Employee; or(ii)
    
    is entitled to leave his employment prematurely without giving the
requisite period of notice pursuant to their contract of employment as a result of
the sale of the Business, save in relation to a termination pursuant to regulation
4(7), 4(9) or 4(11) of the Regulations.
 11
    
    Claims and liabilities(a)
    
    The Sellers are not aware of any outstanding claim by an Employee or any trade union and no
disputes have during the preceding three years arisen between the Sellers and any material
number or category of Employees or any trade union and there are no present circumstances
which are likely to give rise to any such dispute or claim.(b)
    
    Since the Accounts Date:
 (i)
    
    no liability to pay compensation of any kind or any payment of any kind
other than as already disclosed, to any person who is or has been a director or
other employee has been incurred by the Seller, whether under the Employment
Legislation or otherwise howsoever; and
 42




---



##### 



(ii)
    
    no gratuitous payment has been made or promised by the Sellers in
connection with the actual or proposed termination or suspension of employment or
variation of any contract of employment of any present or former director or
employee nor will any such payment be made or promised prior to the Transfer Date.
 12
    
    Compliance(a)
    
    The Sellers have in relation to each of the Employees complied with:
 (i)
    
    so far as the Sellers are aware, all obligations imposed on it by all
statutes and regulations relating to or affecting the employment of the Employees;(ii)
    
    all collective agreements, recognition agreements and customs and
practices for the time being dealing with such relations or the conditions of
service of the Employees; and(iii)
    
    all relevant orders, awards and recommendations made under any
relevant statute, regulation or code of conduct and practice affecting the
conditions of service or otherwise in relation to the Employees.
 13
    
    Share option schemes, etcNone of the following are in existence and there are no proposals for any of the
following:(a)
    
    profit sharing schemes;(b)
    
    share option schemes;(c)
    
    phantom share option schemes;(d)
    
    profit related pay schemes;(e)
    
    in relation to the Employees, employee share ownership trusts under the Finance Act 1989; and(f)
    
    employee benefit trusts.
 Part 5
Pensions
 14
    
    Apart from the Sellers Pension Scheme the Sellers are not under any legal obligation or a
party to an ex-gratiaarrangement, to provide Relevant Benefits to or for any Employee or any
spouse, civil partner, widow, widower, surviving civil partner, child, step-child, dependant
of any of them or any other person entitled to claim by or through an Employee; and there are
no retirement, pension, death or disability benefit schemes or arrangements in relation to
which the Sellers contributes. No proposal has been announced or promise made to establish
any schemes, arrangements or practices for the provision of such benefits.15
    
    In respect of each of the Sellers Pension Schemes, the Sellers have supplied the Buyer or
its advisers with all material particulars to the extent that these relate to any obligations
and liabilities under the Sellers Pension Schemes in respect of the Employees. These are
materially accurate and complete and not misleading in any material respect.
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16
    
    The Sellers Pension Scheme is registered under the Finance Act 2004, and the Sellers are not
aware of any matter that might cause HM Revenue & Customs to withdraw such registration.17
    
    All contributions which have become due and payable to the Sellers Pension Schemes in
respect of any Employee have been duly made in accordance with statutory and regulatory
requirements. Any contributions that relate to pensionable service up to the Transfer Date
that have not been paid into the Sellers Pension Schemes will be apportioned as at the
Transfer Date and the relevant portion will be paid by the Sellers to the Sellers Pension
Scheme.18
    
    So far as the Sellers are aware, there are no disputes or claims in relation to the Sellers
Pension Scheme by or in respect of any Employee which remains outstanding (other than routine
claims for benefits and enquiries).
 Part 6
Assets
 1
    
    Ownership of Assets(a)
    
    The Sellers owns and has good and marketable title to all the Assets.(b)
    
    The Sellers have not created or granted or agreed to create or grant any Encumbrance over any
of the Assets or acquired or agreed to be acquired since the Accounts Date, save (in the case
of the Stock only) in the normal course of trade of the Business.(c)
    
    None of the Assets is subject to any bill of sale, hire-purchase, conditional sale,
credit-sale, leasing or other agreement for payment on deferred terms or any agreement or
commitment to grant or enter into any of the foregoing.2
    
    Retention of titleThe Sellers do not hold any Asset which it purchased on terms that property does not
pass until full payment is made or all indebtedness discharged.3
    
    Intellectual Property Rights(a)
    
    In this paragraph 3 (Intellectual Property Rights):Inward IPR Licences means licences granted to any member of the Sellers Group by
a third party for use of Intellectual Property Rights.Outward IPR Licences means licences granted any member of the Sellers Group to a
third party for use of Intellectual Property Rights.Registered IPR means the Business IPR which has been registered or for which
application for registration has been made.(b)
    
    The Disclosure Letter lists particulars of all Registered IPR.(c)
    
    Corgi Classics Limited is the sole legal and beneficial owner of the trade mark applications
and registrations listed in the Agreed Form Appendix 4 to this Agreement, and the Sellers
between them own all the legal and beneficial title to the other Business IPR, except for the
Business IPR used under licence under
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Inward IPR Licences. There are no Outward IPR Licences and there are no other Encumbrances affecting any Business IPR or restricting its use.(d)
    
    So far as the members of the Sellers Group are aware, the operation of the Business by the
Sellers Group has not infringed and does not currently infringe the Intellectual Property
Rights of another person, and there have been no actions, claims, threats or allegations
against any member of the Sellers Group in respect of infringement of any third partys
Intellectual Property Rights by the operation of the Business.(e)
    
    Save as set out in the Disclosure Letter, there have been no actions, claims or allegations
by any member of the Sellers Group against any third party alleging infringement of any
Business IPR and so far as the Sellers are aware there are and there have been no facts,
matters or circumstances which indicate any such infringement.(f)
    
    The operation of the Business as conducted in the 12 months prior to this agreement does not
require the use of any confidential information of any member of the Sellers Group or any
third party.(g)
    
    No member of the Sellers Group has permitted or acquiesced to the use of any of the Business
IPR by any third party other than under an Outward IPR Licence.(h)
    
    In relation to the Registered IPR:
 (i)
    
    all relevant registrations and applications are in the name of Corgi
Classics Limited;(ii)
    
    So far as the members of the Sellers Group are aware, nothing has been
done or omitted to be done by which any person may be able to seek cancellation or
rectification or any other modification of any registration of any Registered IPR;(iii)
    
    all fees have been paid in connection with all applications for
registration, and registrations and renewals of, Registered IPR;(iv)
    
    no outstanding opposition to any current applications has been filed
and, so far as the members of the Sellers Group are aware, there are no facts, matters or circumstances which would indicate or suggest that any opposition is
likely to be made.
 4
    
    Data protection(a)
    
    So far as the Sellers are aware, the Sellers are substantially compliant with all applicable
data protection laws and have taken all reasonable steps to achieve compliance with the Data
Protection Act 1998.(b)
    
    No individual has claimed, and no grounds exist for any individual to claim compensation from
the Sellers under the applicable data protection legislation for loss or unauthorised
disclosure of data or for any contravention of any of the requirements of the Data Protection
Act 1998.(c)
    
    The Sellers have not received a notice or allegation from either the Information Commissioner
or a data subject alleging non-compliance with the data protection legislation.
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Schedule 9
Taxation Warranties
 1
    
    Tax returns, disputes, records and claims(a)
    
    All claims, returns, notifications, reports and computations which have become due and any
other information submitted to any Tax Authority have been prepared on a basis which is
proper, materially accurate and in accordance with all applicable legal requirements,
including as to time limits.(b)
    
    There is no dispute or disagreement outstanding nor is any contemplated by the Sellers at the
date of this Agreement with any Tax Authority regarding the proper method of computing the
profits of the Business (or any part of it) as carried on by the Sellers for Tax purposes or
the proper treatment for VAT purposes of any supplies of goods or services made (or treated as
made) in the course of the Business as carried on by the Sellers and there are no
circumstances which would make it reasonably likely that any such dispute or agreement will
arise.(c)
    
    The Sellers have duly deducted all amounts which it has been obliged to deduct under the PAYE
System and the NIC System and has duly accounted for all such amounts and in particular, but
without prejudice to the foregoing has made all such deductions as required from all payments
made, or treated as made, to its Employees or former employees (including persons treated as
receiving emoluments of office or employment), and has duly accounted to the relevant Tax
Authority for all amounts required to be deducted from all payments to and benefits provided
for, all such persons and has complied in all other material respects with the PAYE system and
the NIC system.(d)
    
    All customs and excise duties in respect of any of the Assets for which the Sellers are or
have been liable have been paid in full and none of the Assets is liable to confiscation or
forfeiture by virtue of non-payment or under-payment of any customs duty or excise duty or any
failure to comply with any legislation or regulation relating to any such duty.2
    
    Tax Authorities(a)
    
    The United Kingdom is the only country whose Tax Authorities seek to charge tax on the
profits or gains of the UK Seller in respect of the UK Business and the UK Seller has never
paid or been liable to pay Tax on income profits or gains in respect of the UK Business to any
Tax Authority in any other country.(b)
    
    The Tax Authorities of the UK have not sought to charge Tax on the profits or gains of any of
the Sellers except for the UK Seller.3
    
    Stamp duties(a)
    
    All documents which are material to the right, title or interest of the Sellers to the Assets
and to which the Sellers are a party have been duly stamped within the requisite period for
stamping.4
    
    Value added tax(a)
    
    The UK Seller is duly registered in the United Kingdom for the purposes of VAT and has never
been part of a group for VAT purposes.
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(b)
    
    None of the Sellers except for the UK Seller is registered or liable to be registered in the
UK for the purposes of VAT.(c)
    
    The Sellers have complied in all material respects with the statutory requirements, orders,
provisions, directions and conditions relating to VAT, and maintains substantially complete,
correct and up-to-date records for the purposes of the relevant legislation.(d)
    
    None of the Assets fall within the provisions of Part XV VAT Regulations.(e)
    
    The Sellers have not been required by HMRC to give security for the purposes of VAT.5
    
    Inheritance tax(a)
    
    No HMRC charge for unpaid inheritance tax (as provided by sections 237 and 238 Inheritance
Tax Act 1984 or any equivalent legislation under the laws of any other country) is outstanding
over any of the Assets.(b)
    
    No circumstances exist whereby a power mentioned in section 212 Inheritance Tax Act 1984 or
under any equivalent provision under the laws of any other country could be exercised in
relation to any of the Assets.6
    
    Capital allowances(a)
    
    None of the Assets which is or which includes items of machinery or plant which are the
subject of the sale pursuant to this Agreement has been the subject of a sale and finance
leaseback within the meaning of section 221 Capital Allowances Act 2001 prior to the date of
this Agreement.(b)
    
    The Disclosure Letter contains particulars of each of the Assets in respect of which
industrial buildings allowances within Part 3 Capital Allowances Act 2001 have been claimed.
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Schedule 10
Sellers Protection Provisions
 1
    
    DefinitionsIn addition to the definitions in Clause 1 (Definitions and interpretation), in this
Schedule the following definitions apply:Expiry Date means in relation to a Warranty Claim the date which is 18 months
from the date of this Agreement and, in relation to a Tax Claim, means the date which is
three years form the date of this Agreement.Claim means a Tax Claim or a Warranty Claim.Tax Claim means a claim by the Buyer under the Clause 12.1 in relation to the Tax
Warranties Schedule 9Warranty Claim means a claim by the Buyer under Clause 12.1 in relation to the
Warranties in Schedule 8.2
    
    IntroductionNothing in this Schedule limits the liability of the Sellers in the case of fraud or
wilful or dishonest concealment or non-disclosure by it.3
    
    Threshold for Warranty ClaimsThe Sellers shall not be liable in respect of Claims unless the aggregate amount claimed
together exceeds £10,000, in which case the Sellers shall be liable for the whole amount
and not merely the excess over £10,000.4
    
    Ceiling on Warranty Claims(a)
    
    The aggregate liability of the Sellers to make payment to the Buyer in respect of Claims
(other than in respect of fines, penalties, surcharges or interest relating to Warranty
Claims) shall not exceed an amount equal to 50 per cent of the Consideration.5
    
    Time limits(a)
    
    Subject to paragraph 5(c) proceedings in relation to a Claim shall not be brought against the
Sellers unless written notice of the Claim (as appropriate) is given to the Sellers before the
Expiry Date.(b)
    
    Subject to paragraph 5(c) if a Claim has not been resolved on or before 6 months from the
date of written notice of the Claim in accordance with paragraph 5(a) and the Buyer has not by
then issued and served legal proceedings in respect of the Claim, the Claim shall be deemed
withdrawn by the Buyer.(c)
    
    The provisions of paragraph 5(a) and paragraph 5(b) do not apply in respect of Claims to the
extent that delay in recovery or process is the consequence of fraud or wilful misconduct or
wilful concealment by the Seller.
 
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6
    
    Protection of goodwillNothing in this Schedule imposes an obligation on a member of the Buyers Group to do
anything which in the Buyers reasonable opinion is likely to be detrimental to the
prospects, reputation or goodwill of the Buyer or a member of the Buyers Group or the
Business.7
    
    No set-offSave as expressly provided to the contrary and/or where a claim pursuant to this
Agreement has been Determined in favour of the Buyer, every payment made by the Buyer
pursuant to this Agreement will be made in full without any set off or counterclaim
howsoever arising and will be free and clear of, and without deduction of, or
withholding for or on account of, any amount.8
    
    Duty to mitigateThe Buyer shall take all reasonable steps (whether by acting or omitting to act) to
avoid or mitigate any losses, claims, actions, proceedings, damages, payments, costs,
expenses or other liabilities which give rise to or might reasonably be expected to give
rise to a Claim.9
    
    No double recoveryThe Buyer shall not be entitled to recover damages or obtain payment, reimbursement or indemnity
more than once in respect of any one liability, loss or breach or other set of circumstances which
give rise to more than one Claim.
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EXECUTION PAGE
 Signed by 
for and on behalf of
    
    )
)CORGI INTERNATIONAL LIMITED:Duly Authorised Person
 Signed by 
for and on behalf of
    
    )
)CORGI CLASSICS LIMITED:Duly Authorised Person
 Signed by 
for and on behalf of
    
    )
)CORGI USA, INC.Duly Authorised Person
 Signed by for and on behalf of
    
    )
)HORNBY HOBBIES LIMITED:Duly Authorised Person
 50