<PAGE>

                                                                  Exhibit 10.103


                  DATED DECEMBER 30, 2005









                   RUSS BERRIE (UK) LIMITED                                 (1)

                   and

                   BARCLAYS BANK PLC                                        (2)




                 ---------------------------------------------------------------

                   FRAMEWORK AGREEMENT
                   relating to 6,000,000 Pounds Sterling multi-currency facility

                 ---------------------------------------------------------------


HAMMONDS
7 Devonshire Square  Cutlers Gardens  London  EC2M 4YH  DX 136546 Bishopsgate 2
TELEPHONE +44 (0)870 839 0000  FAX +44 (0)870 839 1001

OFFICES AND ASSOCIATED OFFICES Aosta Berlin Birmingham Brussels Hong Kong Leeds
London Madrid Manchester Milan Munich Paris Rome Turin

WEBSITE  www.hammonds.com

REFERENCE: BAR.962-0228



<PAGE>



                                    CONTENTS

<TABLE>
<CAPTION>
<S>     <C>                                                                                               <C>
1        INTERPRETATION......................................................................................1

2        AMOUNT.............................................................................................12

3        CONDITIONS PRECEDENT...............................................................................12

4        EXISTING DEBTS.....................................................................................13

5        PURCHASE...........................................................................................14

6        ACCOUNTS...........................................................................................16

7        COLLECTION AND ADMINISTRATION......................................................................16

8        NON-PAYMENT OBLIGATIONS............................................................................18

9        FEES...............................................................................................18

10       PAYMENTS...........................................................................................19

11       GENERAL REPRESENTATIONS............................................................................19

12       DEBT SPECIFIC WARRANTIES...........................................................................20

13       CREDIT APPROVAL UNDERTAKINGS.......................................................................21

14       GENERAL UNDERTAKINGS...............................................................................23

15       TERMINATION........................................................................................25

16       DEFAULT............................................................................................25

17       LIMITED RECOURSE...................................................................................27

18       INDEMNITY..........................................................................................27

19       INCREASED COSTS....................................................................................28

20       SET-OFF............................................................................................28

21       POWER OF ATTORNEY..................................................................................28

22       ASSIGNMENTS........................................................................................29

23       WAIVERS AND REMEDIES CUMULATIVE....................................................................29

24       MISCELLANEOUS......................................................................................29

25       NOTICES............................................................................................30

26       COUNTERPARTS.......................................................................................30
</TABLE>


                                        i


<PAGE>

<TABLE>
<CAPTION>
<S>     <C>                                                                                               <C>
27       JURISDICTION.......................................................................................30

28       GOVERNING LAW......................................................................................30

Schedule 1 FORM OF NOTICE OF ASSIGNMENT AND TRUST...........................................................33

Schedule 2 FORM OF DEBT NOTIFICATION NOTICE.................................................................34

Schedule 3 OPERATIONAL UNDERTAKINGS.........................................................................35

Schedule 4 COMPUTERISED FACILITIES..........................................................................37

ANNEXE 1 ...................................................................................................41
</TABLE>



                                       ii


<PAGE>




DATE OF FRAMEWORK AGREEMENT                                                 2006

PARTIES

(1)      RUSS BERRIE (UK) LIMITED (registered with the number 01459528) whose
         registered office is at Liberty House, Houndsdown Business Park, Bulls
         Copse Road, Totton, Southampton, Hampshire SO40 9RB (the "COMPANY");
         and

(2)      BARCLAYS BANK PLC acting through its Sales Financing division at
         Churchill Plaza, Churchill Way, Basingstoke, Hampshire RG21 7GL
         ("BARCLAYS").

INTRODUCTION

A        The Company is a trading entity creating Debts in the ordinary course
         of its business.

B        Due to the specific working capital requirements of the Company,
         certain Debts shall be assigned by the Company to Barclays pursuant to
         this Agreement.

C        This Agreement provides the framework for the sale of Debts by the
         Company to Barclays.

D        It is intended that where a Debtor does not make payment of a Debt (in
         whole or in part), the Company shall demand from the relevant Debtor
         payment of the Debt in full or the Shortfall. It is also intended that
         if the Company breaches its obligations to make demand of the relevant
         Debtor, the Company shall pay an amount equal to the amount that should
         have been so demanded.

E        The entry into of this Agreement is for the Company's general corporate
         purposes

IT IS AGREED THAT:

1        INTERPRETATION

1.1      DEFINITIONS

         In this Agreement:

         "ADMINISTRATOR"

         means any person appointed under Schedule B1 of the Insolvency Act 1986
         to manage a person or partnership's affairs, business and property.

         "ADVERTISING CONTRIBUTIONS"

         means sums payable to the Company by Debtors in consideration of
         financial contributions made by the Company in relation to advertising
         and other similar expenditure.

         "AFFILIATE"

         means a Subsidiary or a holding company (as defined in section 736 of
         the Companies Act 1985) of a person or any other Subsidiary of that
         holding company.



                                       1
<PAGE>

         "AGED EXISTING DEBTS"

         means Existing Debts which were due for payment by the relevant Debtors
         on or before 1 July 2005 (and which are therefore not insured by the
         Policy).

         "AGEING PERIOD"

         means 150 days from the last day of the month in which the relevant
         Invoice was raised.

         "APPLICABLE RATE"

         means for the purposes of calculating Discount, in relation to Approved
         Currencies, the prevailing base rate of Barclays Bank PLC as varied
         from time to time.

         "APPROVED CURRENCIES"

         means Sterling and US Dollars, and "APPROVED CURRENCY" shall be
         construed accordingly.

         "APPROVED DEBT"

         means a Debt:

         (a)      in relation to which the Company is not in breach of any
                  warranty, representation, covenant or undertaking given in
                  relation to such Debt under this Agreement; and

         (b)      which does not cause any Limit to be exceeded; and

         (c)      which is subject to and falling within a Credit Limit; and

         (d)      which is subject to and falling within a Barclays' Credit
                  Limit.

         "APPROVED JURISDICTIONS"

         means for the time being, the member states of the European Union (as
         it shall comprise from time to time), Hong Kong, the USA and any other
         country Barclays may approve from time to time and "APPROVED
         JURISDICTIONS" shall be construed accordingly.

         "BANKING DAY"

         means a day (other than a Saturday or a Sunday) on which banks are open
         for business in London.

         "BARCLAYS' CREDIT LIMIT"

         means a credit limit referable to a Debtor, which shall until further
         notice by Barclays to the Company, mirror the Credit Limit (if any)
         referable to such Debtor.

         "BREAKAGE COSTS"

         means the sum payable in accordance with clause 15(e) (Termination).



                                       2
<PAGE>

         "COMPUTERISED FACILITIES"

         has the meaning given to it in Schedule 4 (Computerised Facilities).

         "COLLECTION DATE"

         means, in relation to a Debt, the date on which the amount owed by the
         Debtor to the Company is received by the Company.

         "COMMENCEMENT DATE"

         means the date of this Agreement.

         "CONTRA ACCOUNTS"

         means the actual and potential offset value of any amount owed by the
         Company to a Debtor against the amount owed by the Debtor to the
         Company as part of a reciprocal trading relationship as determined by
         Barclays (acting reasonably) from the month end debtors and creditors
         aged analyses.

         "CONTRACT"

         means an arrangement between a Debtor and the Company under which the
         Debtor is obliged to pay for goods sold or services supplied by the
         Company.

         "CREDIT LIMIT"

         means, in relation to a Debtor, the subsisting credit limit (if any)
         allowed or issued by the Insurer under the Policy.

         "CREDIT NOTE"

         means a credit note raised and issued by the Company to a Debtor which
         reduces the amount of Debt due under an Invoice.

         "CREDIT RISK"

         means the risk of financial loss detailed in and covered by the Policy
         as a consequence of the failure of a Debtor to pay an Approved Debt
         wholly or in part but excluding any amount representing any First Loss
         or any VAT in relation to a Debt.

         "DEBT"

         means the indebtedness of a Debtor to the Company under a Contract
         (including VAT and the right to payment of any interest or finance
         charges and all other rights as an unpaid vendor under the relevant
         Contract or at law including the right to receive, sue for, recover and
         obtain payment, and the goods delivered under such Contract).





                                       3
<PAGE>

         "DEBIT NOTE"

         means a debit note raised and issued by a Debtor to the Company which
         reduces the amount of Debt due under an Invoice (including, for the
         avoidance of doubt, debit notes issued by Harrods Limited or any
         Affiliate of Harrods Limited (company number 00030209)).

         "DEBT NOTIFICATION NOTICE"

         means a notice substantially in the form of Schedule 2 (Form of Debt
         Notification Notice).

         "DEBTOR"

         means a trade debtor of the Company under a Contract.

         "DEBTOR ACCOUNT"

         means the bookkeeping account maintained by Barclays in relation to
         this Agreement as referred to in clause 6.2 (Debtor Account).

         "DEBTOR ACCOUNT BALANCE"

         means the balance of the Debtor Account from time to time.

         "DEDUCTION"

         means the aggregate of:

         (a)      the aggregate value (from time to time) of Credit Notes and
                  Debit Notes;

         (b)      (if the aggregate value of all outstanding Approved Debts at
                  any time of a single Debtor is equal to or greater than 20 per
                  cent. of all outstanding Approved Debts at such time (the
                  "DEBTOR LIMIT")), the amount of any Approved Debt owed by that
                  Debtor in excess of the Debtor Limit;

         (c)      (if the aggregate value of all outstanding Eligible Export
                  Debts at any time exceeds more than 20% of the aggregate value
                  of all outstanding Approved Debts at such time (the "EXPORT
                  LIMIT")), the value of any Export Debt owed by any Export
                  Debtor in excess of the Export Limit; and

         (d)      (if the aggregate value of all Excluded Export Debts at any
                  time exceeds more than 20% of the aggregate value of all
                  outstanding Debts at such time (the "EXCLUDED EXPORT DEBT
                  LIMIT")), the value of any Excluded Export Debt owed by any
                  Excluded Export Debtor in excess of the Excluded Export Debt
                  Limit.

         "DEFAULT"

         means an Event of Default or an event which, with the giving of notice,
         lapse of time, determination of materiality or fulfilment of any other
         applicable condition (or any combination of the foregoing), would in
         accordance with clause 16.1 (Default) constitute an Event of Default.



                                       4
<PAGE>

         "DEFERRED ELEMENT"

         has the meaning given to it in clause 5.3(b) (Early Payment Percentage
         and Deferred Element)

         "DISCOUNT"

         means 1.50 per cent above the Applicable Rate from time to time.

         "DISCOUNT PERIOD"

         means 120 days after the end of the month in which the relevant Debtor
         becomes Insolvent or any Insolvency Proceedings occur in relation to
         the relevant Debtor.

         "DISPUTES"

         means, from time to time and at any time, the aggregate value of all
         and any Debts (in whole or in part) in relation to which the relevant
         Debtor has indicated to the Company that it will withhold or refuse to
         make payment for any reason.

         "EARLY PAYMENT PERCENTAGE"

         means, subject to the terms of this Agreement, 75 per cent of the
         Notified Value of Approved Debts.

         "EVENT OF DEFAULT"

         means an event specified as such in clause 16.1 (Default).

         "EXCLUDED EXPORT DEBT"

         means a Debt created under a Contract the Invoice in relation to which
         is addressed to a Debtor outside an Approved Jurisdiction and/or
         expressed in a currency which is not an Approved Currency.

         "EXISTING DEBT"

         means a Debt existing at the Commencement Date.

         "EXPORT DEBT"

         means a Debt created under a Contract governed by English law the
         Invoice in relation to which is addressed to a Debtor in an Approved
         Jurisdiction and expressed in an Approved Currency and "EXPORT DEBTOR"
         shall be construed accordingly.

         "FACILITY"

         means the limited recourse confidential invoice discounting facility
         provided under this Agreement.





                                       5
<PAGE>

         "FACILITY ARRANGEMENT FEE"

         means 30,000 Pounds Sterling plus VAT.

         "FACILITY LIMIT"

         means 6,000,000 Pounds Sterling (or its currency equivalent).

         "FINANCE DOCUMENTS"

         means this Agreement, the Letter of Comfort, the Policy Assignment and
         all and any ancillary documentation associated therewith or connected
         thereto or designated by Barclays as a Finance Document.

         "FIRST LOSS"

         means the deductible as referred to or defined in the Policy or any
         similar first loss of deduction established by the Insurer.

         "FUTURE DEBT"

         means a Debt created after the Commencement Date.

         "INSOLVENCY PROCEEDINGS"

         means, in relation to any person (and for the purposes of this
         definition "person" shall include a partnership):

         (a)      any distress, execution, or sequestration is exercised against
                  the assets of that person; or

         (b)      any petition or proposal is presented or a meeting is convened
                  with a view to a composition, assignment or arrangement with
                  any creditors of that person; or

         (c)      a meeting of that person is convened for the purpose of
                  considering any resolution for (or to petition for) its
                  winding-up or for its administration or any such resolution is
                  passed; or

         (d)      a notice of intention to appoint an Administrator being given
                  by any person or an Administrator being appointed; or

         (e)      any person presents a petition for the administration or
                  winding-up of a person (not being a petition which can be
                  demonstrated to the reasonable satisfaction of Barclays to be
                  frivolous, vexatious or an abuse of process of the court or is
                  validly discharged within 10 Banking Days); or

         (f)      an order for the winding-up or administration or bankruptcy of
                  that person is made; or

         (g)      a moratorium pursuant to Section 1A and Schedule A1 Insolvency
                  Act 1986 or pursuant to paragraph 1A of Schedule 1 of the
                  Insolvent Partnerships Order 1994 is established; or



                                       6
<PAGE>

         (h)      any petition or proposal is presented or a meeting is convened
                  with a view to the rehabilitation, administration,
                  receivership, custodianship, liquidation, winding-up or
                  dissolution of that person (other than for the purpose of an
                  amalgamation or reconstruction whilst solvent), or any other
                  insolvency proceedings involving that person (not being
                  proceedings which such person can demonstrate to the
                  reasonable satisfaction of Barclays is frivolous, vexatious or
                  an abuse of process).

         A person (and for the purposes of this definition "person" shall
         include a partnership) is "INSOLVENT" if:

         (a)      it is, or is deemed for the purposes of any law to be, unable
                  to pay its debts or to be insolvent, or admits its inability
                  to pay its debts as they fall due; or

         (b)      it ceases to trade or notifies Barclays of its intention to
                  cease to trade or Barclays otherwise becomes aware of such
                  intention through a source reasonably considered to be
                  reliable; or

         (c)      any step (including petition, proposal, giving notice,
                  convening a meeting or applying to court) is taken with a view
                  to:

                  (i)      a composition or scheme of arrangement (including a
                           company voluntary arrangement) with any of its
                           creditors;

                  (ii)     its administration, winding-up, liquidation or
                           dissolution;

                  (iii)    its receivership or bankruptcy; or

                  (iv)     anything analogous to sub-paragraphs (i) - (iii)
                           above; or

         (d)      an Administrator is appointed over it; or

         (e)      it is insolvent within the terms of the Insolvency Act 1986.

         "INSURER"

         means Euler Hermes (UK) Plc or any other insurer which shall co-insure,
         joint insure, or act (with Barclays' prior written consent) as a
         substitute or replacement insurer from time to time.

         "INVOICE"

         means the original sales invoice in respect of a Debt issued by the
         Company to a Debtor.

         "LA SALLE"

         means La Salle Business Credit/La Salle Bank N.A. of 135 S La Salle St,
         Suite 425, Chicago IL 60606.

         "LETTER OF COMFORT"

         means the letter of comfort dated on or around the date hereof provided
         by the Parent in


                                       7
<PAGE>

         favour of Barclays in respect of the obligations arising under this
         Agreement.

         "LIMITS"

         means, from time to time, the Facility Limit, the Debtor Limit, the
         Export Limit, the Excluded Export Limit the Permitted Dilution
         Percentage and the Permitted Ageing Percentage.

         "MATERIAL ADVERSE CHANGE"

         means a material adverse change to (a) the business, assets, financial
         condition or operation of the Company and its Affiliates, or (b) the
         ability of the Company to perform the obligations arising under this
         Agreement or (c) the ability of the Company and/or the Parent to
         perform their respective obligations arising under the Finance
         Documents.

         "MATURITY DATE"

         means, in respect of each Debt, the due date for payment of that Debt
         as specified in its Invoice.

         "MINIMUM PERIOD"

         means a period expiring 12 calendar months after the Commencement Date.

         "NOTICE OF ASSIGNMENT AND TRUST"

         means a notice substantially in the form of Schedule 1 (Form of Notice
         of Assignment and Trust).

         "NOTIFIED"

         means in relation to a Debt, the inclusion of that Debt in the Sales
         Ledger or within a Debt Notification Notice.

         "NOTIFIED VALUE"

         means the value of a Debt described in the Sales Ledger or within a
         Debt Notification Notice.

         "PARENT"

         means Russ Berrie and Company, Inc. (a US corporation incorporated
         under the laws of the State of New Jersey, USA).

         "PARTY"

         means a party to this Agreement.

         "PAYMENT ACCOUNT"

         means the bookkeeping account maintained by Barclays in relation to
         this Agreement as referred to in clause 6.1 (Payment Account).



                                       8
<PAGE>

         "PAYMENT ACCOUNT BALANCE"

         means the balance of the Payment Account from time to time.

         "PAYMENT DATE"

         means the date:

         (a)      of receipt by Barclays of the Sales Ledger; or

         (b)      one Banking Day after receipt by Barclays of a Debt
                  Notification Notice from the Company.

         "PAYMENT DEFAULT"

         means the failure by the Company to comply with payment obligations to
         Barclays more particularly described by clause 16.1(i) (Default).

         "POLICY"

         means the Euler Hermes credit insurance policy relating to the Debts
         from time to time created by the Company, dated on or around the
         Commencement Date or such replacement credit insurance policy as
         Barclays may agree in writing to designate as a Policy from time to
         time.

         "POLICY ASSIGNMENT"

         means the assignment dated on or around the Commencement Date in favour
         of Barclays of all and any of the Company's rights, interest and
         benefit arising under or in connection with the Policy and/or the
         noting of Barclays as sole loss payee under the Policy.

         "PURCHASE"

         means a purchase or purported purchase by Barclays from the Company of
         a Debt pursuant to this Agreement.

         "RESERVES"

         means, without limitation, any event, circumstance, agreement or right,
         the effect of which shall restrict the amount which may be payable to
         the Company on account of the Purchase Price of Debts which include
         (from time to time) the aggregate balance (without double counting) of
         Advertising Contributions, Contra Accounts, Credit Notes, Debit Notes,
         Excluded Export Debts, Retrospective Rebates, Disputes, Aged Existing
         Debts and settlement discounts.

         "RETROSPECTIVE REBATES"

         means the amount of any turnover or volume related discounts agreed
         with Debtors which are accrued for pending settlement by the issue of a
         future Credit Note or payment.



                                       9
<PAGE>

         "SALES LEDGER"

         means the fully reconciled sales ledger of the Company (clearly
         identifying all outstanding Invoices, Credit Notes and Debit Notes in
         an open item format with all cash and other credit terms allocated to
         the appropriate Invoices) in the form annexed at Annexe 1.

         "SECURITY INTEREST"

         means any mortgage, pledge, lien, charge, hypothecation, trust, or
         security interest or any other agreement or arrangement having the
         effect of conferring security.

         "SERVICE FEE"

         means 1,750 Pounds Sterling plus VAT per month.

         "SHORTFALL"

         means in relation to a Debt, any part (not being the whole) of the
         Invoice Value of a Debt not received or recovered by Barclays for that
         Debt.

         "STERLING" OR "POUND STERLING"

         means the lawful currency of the United Kingdom.

         "SUBSIDIARY"

         means, in relation to a person, an entity of which that person has
         direct or indirect control or owns directly or indirectly more than 50
         per cent. of the voting capital or similar right of ownership and
         "control" for this purpose means the power to direct management and the
         policies of an entity whether through ownership of voting capital, by
         contract or otherwise.

         "TERMINATION DATE"

         means the date on which this Agreement is terminated under clause 15
         (Termination) or clause 16 (Default).

         "TRUST ACCOUNTS"

         means any bank accounts in the Company's name, mandated in favour of or
         otherwise controlled by Barclays and/or declared in trust for Barclays,
         and which in each case, the Company has no right, title, interest in or
         to any balance standing from time to time to the credit thereof.

         "UNAPPROVED DEBT"

         means a Debt which Barclays designates as not being, or no longer being
         an Approved Debt, or in respect of which the Company is in breach of
         any provision of this Agreement.

         "US FACILITY AGREEMENT"

         means the agreement between La Salle and the Parent pursuant to which
         La Salle have


                                       10
<PAGE>

         agreed to provide the Parent with certain facilities, in the form
         subsisting at the Commencement Date (a certified copy of which will be
         provided to Barclays for information purposes in accordance with clause
         3.2 (Conditions Precedent and Condition Subsequent)).

         "US FINANCIAL COVENANTS"

         means any financial covenants contained in the US Facility Agreement
         (and if La Salle agrees to waive, amend, vary, substitute or replace
         such financial conditions, any such waiver, amendment, variation,
         substitution or replacement shall only binding for the purposes of this
         Agreement to the extent that Barclays agree in writing from time to
         time to be bound by it).

         "VAT"

         means value added tax.

1.2      CONSTRUCTION

         (a)      In this Agreement, unless the contrary intention appears, a
                  reference to:

                  (i)      an "AUTHORISATION" includes an authorisation,
                           consent, approval, resolution, licence, exemption,
                           filing or registration;

                           a "REGULATION" includes any regulation, rule,
                           official directive, request or guideline (whether or
                           not having the force of law) of any governmental,
                           inter-governmental or supranational body, agency,
                           department or regulatory, self-regulatory or other
                           authority or organisation; and

                           a "CHANGE OF CONTROL" means when a person or group of
                           persons acting in concert becomes the beneficial
                           owner of 50 per cent. of shares in the entire issued
                           share capital of any company carrying the right to
                           exercise more than 50 per cent. of the votes at a
                           general meeting of that company;

                  (ii)     a clause or a Schedule is a reference to a clause of
                           or a schedule to this Agreement;

                  (iii)    a person includes its successors and assigns;

                  (iv)     a document is a reference to that document as
                           amended, varied, restated, replaced or substituted;

                  (v)      a time of day is a reference to London time;

                  (vi)     words denoting the singular only shall include the
                           plural and vice versa;

                  (vii)    the date of this Agreement is to be construed as the
                           date on which the Company signs this Agreement; and

                  (viii)   references to any statute, law, decree or regulation
                           shall be deemed to be references to such statute,
                           law, decree or regulation as re-enacted, amended,
                           extended, or replaced from time to time;



                                       11
<PAGE>

         (b)      The index to and the headings in this Agreement are for
                  convenience only and are to be ignored in construing this
                  Agreement.

1.3      CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

         Unless expressly provided to the contrary in this Agreement, a person
         who is not a party to this Agreement may not enforce any of its terms
         under the Contracts (Rights of Third Parties) Act 1999 and
         notwithstanding any term of this Agreement, the consent of any third
         party is not required for any variation (including any release or
         compromise of any liability) or termination of this Agreement.

2        AMOUNT

2.1      By executing and delivering this Agreement, the Company assigns to
         Barclays all Existing Debts and all Future Debts. Ownership of Existing
         Debts shall vest absolutely in Barclays on the date of this Agreement
         and Future Debts shall vest absolutely in Barclays automatically upon
         the creation of such Debts without any further act on the part of
         either the Company or Barclays.

2.2      Subject to the terms of this Agreement, the amount paid for Approved
         Debts by Barclays shall be limited to a maximum aggregate amount
         outstanding at any one time which results in:

         (a)      the Payment Account Balance being no greater than the Early
                  Payment Percentage of the Approved Debts on the Debtor Account
                  Balance; and

         (b)      the Payment Account Balance being no greater than the Facility
                  Limit.

3        CONDITIONS PRECEDENT AND CONDITION SUBSEQUENT

3.1      Barclays will make no payment in relation to Approved Debts pursuant to
         the Facility unless and until Barclays confirms to the Company that the
         following has been received or addressed in form and substance
         satisfactory to Barclays:-

         (a)      a copy of the resolution of the board of directors of the
                  Company approving the terms of, and the transactions
                  contemplated by, this Agreement;

         (b)      a specimen of the signature of each person authorised to sign
                  this Agreement on behalf of the Company and to sign and/or
                  send all documents and notices to be signed and/or sent by the
                  Company under this Agreement;

         (c)      evidence that no Security Interest affects the Debts or a
                  waiver from any person entitled to any Security Interest in a
                  form and substance satisfactory to Barclays;

         (d)      payment in full of the Facility Arrangement Fee specified in
                  clause 9(a) (Fees) to such account as Barclays may nominate,
                  together with payment in full of all legal fees incurred by
                  Barclays in connection with the preparation and negotiation of
                  the Finance Documents all other ancillary documentation
                  associated or connected thereto;

         (e)      evidence of Barclays' reasonable satisfaction with updated
                  original survey findings dated 15th and 16th December 2005 of
                  the Sales Ledger;



                                       12
<PAGE>

         (f)      evidence of all proof of delivery information and
                  documentation;

         (g)      evidence of 1,000,000 Pounds Sterling product liability
                  insurance subsisting with an insurer acceptable to Barclays;

         (h)      evidence of Barclays' reasonable satisfaction that the Company
                  can produce acceptable Invoices and Credit Note daybooks to
                  corroborate Total Uploads and the form of all and any
                  information required to be delivered under Schedule 3
                  (Operational Undertakings);

         (i)      the entry into of the Finance Documents;

         (j)      evidence of the approval and consent of Russ Berrie and
                  Company, Inc. to the entry into of the Finance Documents;

         (k)      evidence of the approval and consent of La Salle to the entry
                  into of the Finance Documents;

         (l)      evidence of the entry into of the Policy together with
                  evidence that Barclays have been named as joint insured or
                  first loss payee (to be decided by Barclays) in relation to
                  the Policy;

         (m)      confirmation of which suppliers are paid by the Company by
                  letter of credit; and

         (n)      any other document, assurance or opinion that Barclays may
                  reasonably require.

3.2      The Company agrees to provide to Barclays a copy of the US Facility
         Agreement, certified as a true and complete copy of that agreement by
         the Parent's US legal counsel within 7 Banking Days of the Commencement
         Date.

4        EXISTING DEBTS

4.1      Barclays will:

         (a)      make no payment in relation to Existing Debts pursuant to the
                  Facility unless:

                  (i)      Barclays has received the Sales Ledger in
                           substantially the form set out in Annexe 1 (Sales
                           Ledger) of this Agreement;

                  (ii)     each Existing Debt is denominated in Approved
                           Currency and is due and payable to the Company in the
                           United Kingdom within 60 days of the date of payment
                           of the relevant Invoice;

                  (iii)    the purchase by Barclays of the Existing Debts would
                           not result in a breach of clause 2.2 (Amount);

                  (iv)     no Default has occurred or will result from the
                           purchase by Barclays of the Existing Debts; and

                  (v)      the Company provide in relation to the Existing
                           Debts:-



                                       13
<PAGE>

                           (A)      a summary debtors aged analysis in a format
                                    reasonably agreed by Barclays (acting
                                    reasonably);

                           (B)      if previously requested by Barclays, copies
                                    of the Invoices evidencing the Existing
                                    Debts; and

                           (C)      any other document Barclays may reasonably
                                    require; and

         (b)      not make a payment against an Existing Debt unless it is an
                  Approved Debt.

4.2      The Company will thereafter deliver a Debt Notification Notice to
         Barclays in relation to Future Debts no less frequently than once per
         week, or as otherwise agreed with Barclays confirming that:

         (a)      all Future Debts created during the preceding week; and

         (b)      a summary debtors aged analysis in a format agreed by Barclays
                  (acting reasonably);

         have been Notified to Barclays electronically (in accordance with the
         provisions of Schedule 4 (Computerised Facilities) or as agreed between
         Barclays and the Company from time to time) so that Barclays are
         satisfied that the Company has Notified Barclays of all Future Debts
         PROVIDED ALWAYS that Barclays may request hard copy sales ledgers
         detailing Future Debts and/or summary debtors aged analysis in a format
         agreed by Barclays (acting reasonably) at any time.

4.3      If previously requested by Barclays, the Company agrees to send to
         Barclays copies of Invoices evidencing the Future Debts along with the
         Debt Notification Notice.

5        PURCHASE

5.1      PURCHASE PRICE

         (a)      Subject to compliance with the terms of clause 3 (Conditions
                  Precedent) and clause 4.1 (Existing Debts), Barclays shall pay
                  an amount to the Company in respect of the Purchase Price of
                  Existing Debts which are Approved Debts, in accordance with
                  clause 5.3 (Early Payment Percentage and Deferred Element).

         (b)      Subject to the terms of this Agreement and compliance with the
                  terms of clause 4.2 (Existing Debts), following receipt of a
                  Debt Notification Notice, Barclays shall, at the Company's
                  request, pay an amount to the Company in respect of the
                  Purchase Price of Future Debts which are Approved Debts and
                  which the Company refers to in the Debt Notification Notice,
                  in accordance with clause 5.3 (Early Payment Percentage and
                  Deferred Element).

5.2      PURCHASE PRICE

         The Purchase Price of each Debt shall be the amount received by
         Barclays towards the discharge of the Debt, less in each case Discount
         (accrued prior to the expiry of the Discount Period) and any Deduction,
         set-off, or claim later made by a Debtor or discount, abatement, claim
         or allowance to which such Debtor may be entitled, and any other
         deduction permitted or provided for by the terms of this Agreement and
         shall be payable


                                       14
<PAGE>

         by Barclays on the Collection Date ("PURCHASE PRICE").

5.3      EARLY PAYMENT PERCENTAGE AND DEFERRED ELEMENT

         (a)     Subject to the terms of this Agreement, Barclays shall, in
                 relation to Approved Debts, make a payment of the Purchase
                 Price to the Company on each Payment Date, equal to the Early
                 Payment Percentage of the Notified Value (inclusive of VAT) of
                 such Approved Debts (or such lesser amount as may be agreed
                 with the Company) ("EARLY PAYMENT") provided that the making of
                 any such Early Payment shall not cause any Limit to be
                 exceeded, and taking into account the aggregate value from time
                 to time of Reserves.

         (b)      Subject to the terms of this Agreement, Barclays shall pay to
                  the Company on each Collection Date, any outstanding balance
                  of the Purchase Price of Approved Debts, after accounting for
                  accrued Discount charged or to be charged and the amount of
                  any Early Payment made in respect of such Debts (the "DEFERRED
                  ELEMENT") and provided that the payment of any such Deferred
                  Element shall not cause any Limit to be exceeded.

         (c)      The payment of the Early Payment and/or the Deferred Element
                  to the Company by Barclays pursuant to clause 5 (Purchase)
                  shall constitute a good discharge by Barclays of such monies
                  so paid.

         (d)      The Company shall immediately repay to Barclays upon Barclays'
                  request, the amount of any payment made in excess of any
                  Limit, or any Early Payment in relation to any Approved Debt
                  where such Approved Debt becomes an Unapproved Debt.

5.4      ADJUSTMENT OF EARLY PAYMENT PERCENTAGE

         (a)      If, in any rolling three month period, the aggregate value of
                  all Credit Notes issued by the Company exceeds 10 per cent. of
                  the aggregate Notified Value of all Debts Notified to Barclays
                  during that period (the "PERMITTED DILUTION PERCENTAGE"),
                  Barclays shall reduce the Early Payment Percentage by 1
                  percentage point for each increase of 1 per cent. above of the
                  Permitted Dilution Percentage.

         (b)      If, on the last day of any calendar month, the aggregate
                  Notified Value of outstanding Debts which exceed the Ageing
                  Period exceeds 10 per cent. of the aggregate Notified Value of
                  all Debts Notified to Barclays and outstanding on that day
                  (the "PERMITTED AGEING PERCENTAGE"), Barclays shall reduce the
                  Early Payment Percentage by 1 percentage point for every 1 per
                  cent. above the Permitted Ageing Percentage.

         (c)      In the event of any unsatisfactory audit and/or the
                  non-compliance by the Company with the terms of the Policy
                  and/or the breach of the US Financial Covenants, Barclays may
                  reduce the Early Payment Percentage to a level which, in their
                  discretion, reflects the increased risk associated with such
                  circumstances.





                                       15
<PAGE>



6        ACCOUNTS

6.1      PAYMENT ACCOUNT

         (a)      Barclays shall, on each Payment Date, debit an amount equal to
                  an Early Payment to the Payment Account.

         (b)      Barclays shall, on each day a payment of the Deferred Element
                  is made, debit an amount equal to such payment to the Payment
                  Account.

         (c)      Discount in respect of any Debt purchased by Barclays shall be
                  calculated on the debit balance of the Payment Account from
                  day to day and shall be maintained as a separate accrual. Such
                  accrual shall (subject to the Discount Period not having
                  expired) be debited to the Payment Account on the last Banking
                  Day of each calendar month.

         (d)      Discount in respect of each Early Payment shall cease in
                  respect of any period after the end of the Discount Period.

         (e)      On the date Barclays receives from the Debtor or the Insurer
                  (as the case may be) cleared funds in payment of any Debt,
                  Barclays shall credit an amount equal to the amount received
                  to the Payment Account.

         (f)      Any reasonably and properly incurred fees, costs and expenses
                  (including legal fees and expenses) due and payable under this
                  Agreement shall be debited to the Payment Account.

6.2      DEBTOR ACCOUNT

         (a)      Barclays shall, on each Payment Date, credit an amount equal
                  to the Invoice Value of the Debts to the Debtor Account.

         (b)      On the date that Barclays is notified of any reduction in the
                  value of any Debt purchased by Barclays (whether as a result
                  of payment or otherwise) Barclays shall debit an amount equal
                  to the reduction in the value of the Debt notified to the
                  Debtor Account.

         (c)      On the date Barclays receives from the Debtor or the Insurer
                  (as the case may be) cleared funds in payment of any Debt,
                  Barclays shall debit an amount equal to the amount received to
                  the Debtor Account.

7        COLLECTION AND ADMINISTRATION

         (a)      The Company shall, as agent and trustee of Barclays, continue
                  to collect at its own expense all Debts purchased by Barclays
                  under this Agreement with at least the same standard of
                  diligence in relation to the collection of such Debts as
                  undertaken by it prior to the date of this Agreement.

         (b)      The Company shall, in relation to any amount received or
                  recovered by it in respect of a Debt, comply in all respects
                  with this clause 7 (Collection and


                                       16
<PAGE>

                  Administration).

         (c)      Barclays may at any time communicate with Debtors in the name
                  of the Company for the purposes of Debt verification and the
                  Company shall provide Barclays with such assistance as
                  Barclays may require for such purpose.

         (d)      The Company shall use all reasonable endeavours to ensure that
                  Debtors pay (or continue to pay, as the case may be) all Debts
                  directly to the Trust Accounts and no other bank account.

         (e)      Without prejudice to clause 7(d) above, in the event that the
                  Company receives or recovers any cash, cheque, bill of
                  exchange or other remittances or instruments in or towards
                  payment of a Debt, it shall immediately upon receipt, pay into
                  the appropriate Trust Account (or such other account as
                  Barclays may nominate) such identical cash, cheque, bill of
                  exchange or other remittances or instruments in or towards
                  payment of a Debt, including remittances and other instruments
                  made payable to the Company, endorsing the same where
                  necessary without deduction, withholding, debit, retention,
                  set-off or counterclaim.

         (f)      The Company confirms and agrees that the proceeds of Debts are
                  the absolute property of Barclays and pending any transfer in
                  accordance with clause 7(e) above (and without prejudice to
                  the provisions of that clause), shall now and hereafter be
                  held on trust absolutely for Barclays and kept separate from
                  the Company's own monies.

         (g)      The Company shall procure that the Trust Accounts and any
                  other bank accounts maintained pursuant to or for the purposes
                  of the receipt of monies from Debtors are re-characterised (as
                  the case may be) and maintained as, and are compliant at all
                  times with, the definition of Trust Accounts.

         (h)      Barclays may upon or following a Payment Default complete a
                  Notice of Assignment and Trust and send it to the relevant
                  Debtor and Barclays has the right to take proceedings directly
                  against the relevant Debtor (for the avoidance of doubt, this
                  right is in addition to any rights of Barclays under clause 16
                  (Default) and 21 (Power of Attorney). Barclays may in no other
                  circumstances send such a notice.

         (i)      Upon Barclays exercising their rights pursuant to clause 7(h)
                  above, the Company will no longer hold itself out as agent of
                  Barclays in relation to the relevant Debt, and any authority
                  delegated to the Company in respect of that Debt shall
                  immediately determine without any further action on the part
                  of Barclays or the Company.

         (j)      The agency appointment referred to in clause 7(a) above:

                  (i)      may be varied or cancelled by Barclays upon the
                           occurrence of a Default;

                  (ii)     shall be treated as automatically terminated should
                           Barclays serve notice to terminate this Agreement
                           upon or following a Default.




                                       17
<PAGE>


8        NON-PAYMENT OBLIGATIONS

         (a)      If any Debt is not paid on or before its Maturity Date, the
                  Company shall, within the 21 Banking Days following such
                  Maturity Date, demand payment of that Debt from the relevant
                  Debtor and (if so requested by Barclays) supply Barclays with
                  a copy of the demand.

         (b)      Without prejudice to clause 17 (Limited Recourse), Barclays
                  has recourse to the Company for repayment of the Debts
                  purchased by it under this Agreement, in circumstances where
                  sub-clause 8(d) (Non-Payment Obligations) below applies.

         (c)      Either as soon as reasonably practicable on any Maturity Date,
                  or forthwith on the date of service of any Notice of
                  Assignment and Trust, if there is an outstanding Shortfall for
                  the relevant Debt, the Company shall:

                  (i)      provide evidence to the reasonable satisfaction of
                           Barclays that the Company is not in breach of the
                           relevant Contract; and

                  (ii)     issue a formal written demand for payment from the
                           relevant Debtor confirming to that Debtor that the
                           relevant Debt has been assigned to Barclays, and
                           supply Barclays with a copy of such demand.

                  A Shortfall (in a situation where Barclays is not reasonably
                  satisfied in accordance with sub-sub-clause 8
                  (c)(i)(Non-Payment Obligations)) will be regarded as
                  outstanding until Barclays has been reimbursed for the
                  Shortfall in full.

         (d)      If the Company fails to perform its obligations in respect of
                  a particular Debt under sub-clauses 8(a), 8(c) and/or 8(e)
                  (Non-Payment Obligations), the Company shall on demand by
                  Barclays, pay to Barclays an amount equal to the amount that
                  should have been demanded by the Company and/or the Shortfall
                  in respect of that Debt.

         (e)      The Company shall, at the Company's expense, take whatever
                  action (including enforcement action and legal proceedings)
                  Barclays reasonably requires to facilitate:

                  (i)      the realisation of any Debt purchased by it under
                           this Agreement; or

                  (ii)     the exercise of any right or discretion exercisable
                           by Barclays in respect of any Debt purchased by it
                           under this Agreement.

9        FEES

         (a)      The Company shall pay to Barclays the Facility Arrangement Fee
                  on the Commencement Date.

         (b)      The Company shall pay to Barclays the Service Fee on the last
                  Banking Day of each calendar month. Barclays may debit to the
                  Payment Account on the last day of each calendar month an
                  amount equal to the monthly Service Fee.



                                       18
<PAGE>

         (c)      The Company shall pay to Barclays all bank commissions and
                  charges (at Barclays Bank PLC's prevailing tariff from time to
                  time) for:

                  (i)      maintaining any Trust Account;

                  (ii)     collecting remittances in relation to Export Debts;

                  (iii)    converting to an Approved Currency the proceeds of
                           any Debt if not expressed in an Approved Currency, or
                           if requested to effect any such conversion by the
                           Company; and

                  (iv)     dealing with dishonoured remittances

         (d)      all costs, charges, fees and expenses (including legal fees
                  and expenses) during the negotiation and preparation of, and
                  during the currency of, this Agreement

10       PAYMENTS

         (a)      All payments under this Agreement shall be made in an Approved
                  Currency to the relevant Party to its account(s) at such
                  office or bank as it may notify to the other Party for this
                  purpose prior to the date of this Agreement or any other
                  notified by it to the other Party by not less than 5 Banking
                  Days' notice. Payments under this Agreement shall be made for
                  value on the due date at such times and in such currency as
                  Barclays may specify as being customary at the time for the
                  settlement of Sterling transactions in an Approved Currency.

         (b)      All payments made by the Company under this Agreement shall be
                  made without set-off or counterclaim and without any
                  deduction. If the Company is compelled to make any deduction
                  the Company shall pay additional amounts to ensure receipt by
                  Barclays of the full amount Barclays would have received but
                  for the deduction.

         (c)      In the event of Payment Default, the Company shall, without
                  prejudice to any other rights of Barclays under this
                  Agreement, pay interest to Barclays on demand on the unpaid
                  amount (both before and after judgment) at the rate of 3 per
                  cent. above the Applicable Rate.

11       GENERAL REPRESENTATIONS

         The Company represents to Barclays on the date of this Agreement and,
         on each Payment Date, that:

         (a)      it is a limited liability company, duly incorporated and
                  validly existing under the laws of England;

         (b)      this Agreement is a legally binding obligation enforceable in
                  accordance with its terms, is within its powers and has been
                  duly authorised;

         (c)      this Agreement does not conflict with any law applicable to
                  the Company;

         (d)      all consents and authorisations in relation to this Agreement
                  have been obtained;



                                       19
<PAGE>

         (e)      no Default is outstanding or might result from the assignment
                  of a Debt pursuant to this Agreement;

         (f)      its latest accounts and/or consolidated accounts show a true
                  and fair view of its then financial condition and/or
                  consolidated financial condition and there has been no
                  material adverse change in its financial condition and/or
                  consolidated financial condition since that date;

         (g)      no litigation, arbitration or administrative proceedings are
                  current, pending or to the knowledge of the Company threatened
                  which might, if adversely determined, result in a Material
                  Adverse Change;

         (h)      all material and relevant written information supplied by the
                  Company to Barclays prior to the date of this Agreement was
                  true, complete and accurate in all material respects at its
                  date and nothing has occurred since the date of the supply of
                  such information which renders it untrue or misleading in any
                  material respect other than changes that have been disclosed
                  in other later written information; and

         (i)      it has made, and will continue to make, all necessary
                  notifications or registrations under the terms of the Data
                  Protection Act 1998.

12       DEBT SPECIFIC WARRANTIES

         In relation to each Debt, the Company will be treated as representing
         and warranting to Barclays at the time that it is Notified that:

         (a)      in relation to the relevant Debtor, there exists a subsisting
                  Credit Limit and a subsisting Barclays Credit Limit;

         (b)      such Debt is an existing, legal, valid, binding, undisputed
                  and enforceable payment obligation of the relevant Debtor
                  evidenced by an Invoice;

         (c)      the Debtor is not in default of any sums due to the Company or
                  Barclays and the Company is not aware (acting prudently and in
                  good faith, and having taken all reasonable steps to ascertain
                  the same) of the occurrence of any event likely to result in
                  Barclays receiving less than the full Notified Value on the
                  Maturity Date;

         (d)      the Debtor is not subject to Insolvency Proceedings nor is it
                  Insolvent;

         (e)      the Company is the legal and beneficial owner of such Debt,
                  and such Debt and relevant Invoice are held by it free of any
                  Security Interest;

         (f)      the Company's rights under the Contract are not subject to a
                  Security Interest or equitable interest;

         (g)      the Debtor has accepted unconditionally and without any
                  qualification the Contract to which such Debt relates and the
                  Debtor is accordingly bound to pay such Debt in full, without
                  set-off, counterclaim or any other deduction or withholding;

         (h)      all necessary consents, waivers, approvals and authorisations
                  (if any) required for the assignment by the Company to
                  Barclays of the benefits of the Contract and/or


                                       20
<PAGE>

                  such Debt arising thereunder have been obtained;

         (i)      the Company has not assigned or otherwise transferred or
                  granted any interest in and to all or any of its rights in
                  relation to such Debt or the relevant Contract to any third
                  party;

         (j)      such Debt arises pursuant to a Contract governed by English
                  law and the Contract does not conflict with any law applicable
                  to the Company;

         (k)      the Debt is evidenced by an Invoice and the correct name and
                  address of the Debtor appears on every Invoice, Credit Note,
                  Debit Note and on all other relevant documentation sent by the
                  Company to Barclays;

         (l)      such Debt is not subject to any withholding tax;

         (m)      no reservation of title by any third party applies to the
                  goods, the subject of a Debt, nor can any third party trace
                  into such goods or to such Debt and no third party has any
                  lien or right of retention in relation to such goods;

         (n)      copies of the Contracts which the Company has delivered to
                  Barclays represent the contractual basis upon which the
                  Company contracts with the Debtors;

         (o)      the Company has complied with all material obligations
                  required to be complied with by it under each Contract, and in
                  respect of each Invoice and, there is no dispute with the
                  Debtor outstanding in connection with the Contract;

         (p)      it relates to a Contract which has not been terminated or
                  rescinded by the relevant Debtor;

         (q)      it does not relate to a Contract where goods are supplied on
                  approval or where the relevant Debtor has the right to return
                  goods at any time;

         (r)      the Debt is not owed by an Affiliate;

         (s)      the Debt has not been previously Notified to Barclays;

         (t)      the Debt is owed by a Debtor in an Approved Currency; and

         (u)      the Debt is owed by a Debtor in an Approved Jurisdiction.

13       CREDIT APPROVAL UNDERTAKINGS

13.1     The Company undertakes that the Policy has been assigned to Barclays
         and/or Barclays has been noted as sole loss payee under the Policy, and
         further undertakes not assign or purport to assign the Policy to any
         third party, or note or purport to note any third party as loss payee
         thereunder.

13.2     The Company shall at all times comply with all requirements of the
         Policy including the payment of all premiums and the completion and
         delivery to the Insurer of all declarations, returns, claims and other
         documents and information required under the Policy.



                                       21
<PAGE>

13.3     As between Barclays and the Company, Barclays shall not be responsible
         for compliance with the Policy. In the event that the Company shall at
         any time fail to comply with the terms of the Policy, Barclays may but
         shall not be obliged to remedy (including by way of paying any premium
         due or making any claim capable of being made) such failure at the
         Company's expense which expense shall be payable by the Company upon
         demand.

13.4     The Company shall, in relation to each Debtor, notify Barclays in
         writing of the Credit Limit set by the Insurer in respect of that
         Debtor. The Company shall not disclose the existence of such Credit
         Limit to the Debtor.

13.5     Where a Credit Limit applies in relation to a Debtor, Barclays shall
         until further notice set an identical Barclays Credit Limit, and
         (subject to the terms of this Agreement and in particular clause 17
         (Limited Recourse)) accept the Credit Risk in respect of Approved Debts
         due from such Debtor up to the relevant Credit Limit.

13.6     Barclays may at any time (acting reasonably) refuse to accept the
         Credit Risk in relation to any or all Debts due from any Debtor,
         although such refusal (being the withdrawal of a Barclays Credit Limit)
         shall not apply to any Approved Debts already Notified to Barclays and
         in relation to which Barclays shall have already accepted the Credit
         Risk.

13.7     Barclays shall cease to accept the Credit Risk in relation to any or
         all Debts, concurrently with any withdrawal, termination or variation
         by the Insurer of a Credit Limit or the Policy becoming ineffective.

13.8     The Company undertakes to make all claims under the Policy as soon as
         practicable after an event giving rise to a claim shall have occurred.

13.9     Barclays shall upon receipt, credit to the Payment Account any moneys
         received from the Insurer under the Policy, less any sum received in
         respect of VAT (which the Company shall be entitled to claim).

13.10    If required by Barclays, the Company shall absolutely assign the
         benefit of any distribution due or becoming due from the Insolvency of
         a Debtor in respect of an Approved Debt and in the meantime hold the
         same on trust for Barclays.

13.11    Notwithstanding any other terms of this Agreement, Barclays shall not
         accept the Credit Risk in relation to any Debt to the extent that:

         (a)      at any relevant time, such Debt, when aggregated with all
                  other outstanding Debts, falls outside a Credit Limit, falls
                  outside a Barclays Credit Limit, or is not an Approved Debt
                  for any reason; or

         (b)      any part of such Debt shall fall within the First Loss; or

         (c)      any part of such Debt shall constitute VAT.

13.12    For the purpose of determining the Debts in relation to which Barclays
         shall have accepted the Credit Risk, the Debts due from the relevant
         Debtor shall be taken in the order they become due for payment.





                                       22
<PAGE>



14       GENERAL UNDERTAKINGS

         The Company shall from the date of this Agreement until no amounts are
         or may be outstanding under this Agreement or in relation to any Debts
         purchased by Barclays:

         (a)      comply in all respects with the terms of the Policy and/or any
                  requirements of the Insurer associated thereto or in
                  connection therewith;

         (b)      procure that Barclays is allowed access on reasonable notice
                  to inspect the financial statements, accounting books and
                  records of the Company;

         (c)      provide to Barclays written evidence, satisfactory to
                  Barclays, that the related goods or services in relation to a
                  Debt have been delivered or supplied in accordance with a
                  Contract;

         (d)      forthwith on request by Barclays, supply to Barclays any other
                  information in connection with any Finance Document, any Debt,
                  or any Contract as Barclays may reasonably request;

         (e)      in relation to the US Financial Covenants:

                  (i)      immediately inform Barclays of any breach of the US
                           Financial Covenants;

                  (ii)     confirm to Barclays quarterly (the first such
                           confirmation to be given on 1st March 2006) that
                           during the previous quarter the US Financial
                           Covenants were complied with in full and without
                           qualification; and

                  (iii)    upon Barclays' request provide or procure the
                           provision of any information provided to any person
                           in accordance with the US Facility Agreement (and in
                           the event of termination of the US Facility Agreement
                           as Barclays may reasonably require);

         (f)      not create or permit to exist any Security Interest on any
                  Debt, Invoice, Contract or the Trust Account other than an
                  encumbrance by the Company in favour of Barclays;

         (g)      not sell, transfer, discount, factor, grant any trust or lease
                  or otherwise dispose of all or any part of the Debts,
                  Invoices, Contracts or any amount standing to the credit of
                  the Trust Account or monies standing to the credit of its
                  other bank accounts that are held on trust for Barclays under
                  this Agreement (other than as contemplated by this Agreement);

         (h)      promptly upon becoming aware notify Barclays of any event
                  likely to result in the reduction in value of any Debt
                  purchased by Barclays (whether as a result of payment or
                  otherwise) or likely to result in Barclays receiving less than
                  the full Notified Value;



                                       23
<PAGE>

         (i)      comply with all operational undertakings set out in Schedule 3
                  (Operational Undertakings);

         (j)      comply with the terms of Schedule 4 (Computerised Facilities)
                  in relation to any Computerised Facilities provided by
                  Barclays;

         (k)      comply in all respects with clause 7 (Collection and
                  Administration) and hold on trust for Barclays any Debt which
                  shall fail for any reason to effectively vest in Barclays;

         (l)      ensure that the warranties given to Barclays when a Debt is
                  Notified remain unaltered whilst the Debt remains outstanding;

         (m)      at any time to do such things and to take, continue,
                  discontinue or abandon such proceedings as Barclays may
                  prescribe for the purpose of enforcing payment of and
                  collecting Debts;

         (n)      exercise such care and prudence in granting credit to and
                  withholding credit from Debtors (including ensuring that no
                  lien or right of retention in relation to relevant goods
                  arises in favour of any third party) and to do such things
                  (including issuing any requisite legal proceedings) in
                  procuring or attempting to procure payment of all Debts as
                  would be exercised and effected by a reasonably careful and
                  prudent supplier of goods and services of the nature of those
                  supplied by the Company;

         (o)      notify Barclays immediately upon becoming aware of any
                  financial difficulties or Insolvency Proceedings in relation
                  to any of the Company, an Affiliate, a Guarantor or a Debtor,
                  or that any such persons are Insolvent;

         (p)      immediately Barclays are notified of Insolvency Proceedings
                  relating to any Debtor, or that a Debtor is Insolvent:

                  (i)      notify Barclays (in such form and manner as Barclays
                           may from time to time prescribe) of the nature of the
                           Insolvency Proceedings or that it is Insolvent and
                           the particulars of the Debts owing by such Debtor;
                           and

                  (ii)     to submit a proof in respect of such Debt in the
                           insolvent estate of such Debtor and to give to the
                           person administering such Debtor's estate irrevocable
                           instructions in such form as Barclays may require
                           that any dividends or other sums of money payable out
                           of such estate in respect of any proof or claim by
                           the Company or Barclays, shall be paid only to
                           Barclays; and

                  (iii)    to take such other action as shall be reasonably
                           available to the Company and to execute such other
                           documents as shall be needed to procure payment to
                           Barclays of any dividends or in mitigating any loss
                           which Barclays may suffer by reason of such
                           Insolvency Proceedings or it becoming Insolvent;

                  (iv)     to pay to Barclays all monies received by the Company
                           from the estates of insolvent Debtors which relate to
                           Debts purchased by Barclays.

         (q)      immediately notify Barclays of any waiver, amendment,
                  variation, substitution or replacement of the US Financial
                  Covenants.


                                       24
<PAGE>


15       TERMINATION

         (a)      Subject to clause 16 (Default) the Facility is available for a
                  period of the Minimum Period and shall, in the absence of
                  notice to terminate served by either Party in accordance with
                  clause 15(b) (Termination) or clause 15(c) (Termination),
                  automatically renew for a further 12 months upon each
                  anniversary of this Agreement.

         (b)      Subject to clause 16 (Default) the Company may terminate this
                  Agreement by giving at least 3 months written notice, such
                  notice to expire upon the date stated in the notice.

         (c)      Subject to clause 16 (Default) Barclays may terminate this
                  Agreement by giving at least 3 months written notice, such
                  notice to expire upon the date stated in the notice.

         (d)      A request by the Company for termination prior to the expiry
                  of the Minimum Period shall be subject to payment in full of
                  the Breakage Costs. The rights and obligations of the Company
                  and Barclays accrued prior to termination will continue in
                  full force and effect.

          (e)     If this Agreement is terminated by the Company for any reason
                  prior to the expiry of the Minimum Period (save for
                  termination in accordance with clause 19(d) (Increased
                  Costs)), then the Company shall pay to Barclays on the date
                  this Agreement is terminated (the "EARLY TERMINATION DATE")
                  the Breakage Costs, which shall be an amount equal to the
                  Service Fee payable by the Company multiplied by the number of
                  months (in whole or in part) between the Early Termination
                  Date and the expiry of the Minimum Period.

16       DEFAULT

16.1     Each of the events set out in this clause 16.1 (Default) is an Event of
         Default:

                  (i)      the failure by the Company to remit to the correct
                           Trust Account within 1 Banking Day of Barclays'
                           demand any amount received by the Company
                           representing the proceeds of Debts administered or
                           dealt with in any manner contrary to that prescribed
                           by this Agreement and/or the Bank Instruction Letter,
                           or the failure by the Company to discharge within 3
                           Banking Days of Barclays' demand all and any other
                           amounts due (but unpaid) to Barclays under or
                           pursuant to this Agreement;

                  (ii)     the failure by the Company to comply with its
                           obligations under clause 4.2 (Existing Debts) and
                           such failure to comply continues unremedied for 3
                           Banking Days from the date of notice by Barclays to
                           the Company requiring remedy;

                  (iii)    the Company fails to comply with any other provision
                           of this Agreement (not addressed by clauses 16.1(i)
                           and (ii) (Default)) and the failure to


                                       25
<PAGE>

                           comply, if capable of remedy, continues unremedied
                           for 5 Banking Days from the date of notice by
                           Barclays to the Company requiring remedy;

                  (iv)     a representation made or repeated in the Finance
                           Documents delivered by or on behalf of the Company in
                           connection with this Agreement is materially
                           incorrect when made or deemed to be made or repeated;

                  (v)      the Company, an Affiliate or the Parent (or any
                           guarantor from time to time) becomes Insolvent or
                           Insolvency Proceedings are commenced against such
                           persons;

                  (vi)     there is a change of control in the Company or its
                           Affiliates;

                  (vii)    there is a termination or proposed termination of any
                           waiver, consent, release or priority in favour of
                           Barclays in relation to any Security Interest over
                           Debts;

                  (viii)   there has been a Material Adverse Change;

                  (ix)     there arises the termination or proposed termination
                           of the Letter of Comfort;

                  (x)      any breach of any agreement (other than the Finance
                           Documents) between the Company and Barclays Bank PLC;

                  (xi)     any breach or the termination (for any reason) of the
                           Policy; and

                  (xii)    any breach of the US Financial Covenants.

16.2     On and at any time after the occurrence of an Event of Default
         specified in clause 16.1 (Default), which is continuing:

                  (i)      Barclays shall not be obliged to make any Early
                           Payment or the Deferred Element;

                  (ii)     Barclays may immediately terminate this Agreement by
                           notice to the Company;

                  (iii)    Barclays may immediately reduce the Facility Limit to
                           zero or such other figure as Barclays may determine;

                  (iv)     Barclays may immediately serve a Notice of Assignment
                           and Trust on any or all of the Debtors;

                  (v)      the Company shall immediately, if Barclays so
                           requests, notify any Debtor of the assignment of
                           Debts under this Agreement;

                  (vi)     all amounts outstanding from the Company to Barclays
                           under this Agreement will become immediately due and
                           payable;

                  (vii)    all Barclays' Credit Limits shall be withdrawn;



                                       26
<PAGE>

                  (viii)   insofar as Barclays has assumed the Credit Risk in
                           relation to any Debt, it shall immediately cease to
                           do so;

                  (ix)     the rights and obligations of the Company and
                           Barclays under this Agreement prior to termination
                           will continue in full force and effect; and

                  (x)      combine all accounts the Company may have with
                           Barclays and/or apply in reduction of such sums the
                           Company may then or thereafter owe to Barclays
                           (howsoever arising, whether under this Agreement or
                           otherwise) any sums which Barclays then or thereafter
                           owe to the Company to the effect that Barclays shall
                           only be liable to account to the Company for any net
                           resulting sum due from Barclays to the Company after
                           such combination and/or application shall have been
                           effected.

17       LIMITED RECOURSE

17.1     The Company shall indemnify Barclays and keeps Barclays indemnified
         against any losses, costs, expenses (including legal expenses on an
         indemnity basis), claims, damages and interest ("LOSS") sustained,
         suffered or incurred by Barclays in relation to any breach of this
         Agreement and/or the Policy, PROVIDED THAT, without prejudice to clause
         17.2 (Limited Recourse), such indemnity shall not apply where:

         (a)      there is non-payment in whole, or in part, of an Approved
                  Debt, and

         (b)      the Insurer has approved the relevant claim in relation to
                  such Approved Debt, and

         (c)      the Insurer has effected a payment to Barclays under the
                  Policy in relation to such claim.

17.2     Without prejudice to clause 17.1 (Limited Recourse) in respect of
         Approved Debts only, Barclays hereby confirms that the maximum amount
         (including Discount and the Service Charge) that Barclays shall seek to
         recover against the Company or the Company's assets in respect of any
         monies advanced by Barclays to the Company under this Agreement shall
         be limited to the difference between (i) the aggregate value of the
         Purchase Price for such Approved Debts which have been credited to the
         Payment Account and (ii) if greater, the aggregate of all Early
         Payments made by Barclays to the Company in respect of such Approved
         Debts.

18       INDEMNITY

         The Company will indemnify Barclays and keep Barclays indemnified
         against any Loss sustained, suffered or incurred by Barclays in
         relation to:-

         (a)      any act or omission on the part of the Company including
                  without limitation any breach by the Company of the terms of
                  this Agreement, the Policy, any Contract or any applicable
                  law; or

         (b)      the Debtor making (or claiming to be entitled to make) any
                  deduction from any amount payable to Barclays in relation to
                  Debts purchased by Barclays due to:

                  (i)      any provision in the relevant Contract to such
                           effect; or



                                       27
<PAGE>

                  (ii)     any sum owed or allegedly due to the Debtor from the
                           Company, whether by way of contract, damages or
                           otherwise; or

         (c)      the Debtor otherwise claiming to be justified in withholding
                  all or any part of the Debt by reason of a dispute concerning
                  the goods or services supplied or delivered or as to terms of
                  the Contract.

19       INCREASED COSTS

         (a)      The Company shall, within 3 Banking Days of a demand by
                  Barclays, pay to Barclays the amount of any increased cost or
                  reduction in return (whether under this Agreement or on its
                  capital) incurred by it in respect of performing, maintaining
                  or funding its obligations under this Agreement as a result
                  of:

                  (i)      the introduction of, or change in, or change in the
                           interpretation or application of, any law or
                           regulation; or

                  (ii)     compliance with any regulation made after the date of
                           this Agreement,

                  including any law or regulation relating to taxation, change
                  in currency of a country, reserve asset, special deposit, cash
                  ratio, liquidity or capital adequacy requirements or any other
                  form of banking or monetary control.

         (b)      Barclays shall, in consultation with and at the expense of the
                  Company, and to the extent it can do so lawfully, take all
                  reasonable steps open to it to mitigate any circumstances
                  which arise and which would result in any amount becoming
                  payable under clause 19(a) (Increased Costs).

         (c)      Clause 19(b) (Increased Costs) above does not in any way limit
                  the obligations of the Company under this Agreement.

         (d)      If in the Company's reasonable opinion, the increased costs
                  make the transactions contemplated by this Agreement
                  uneconomical, then the Company may serve notice of termination
                  in accordance with and subject to clause 15 (Termination) and
                  no Breakage Costs shall be payable.

20       SET-OFF

20.1     Barclays may set-off at any time, any obligation owed by the Company
         under this Agreement against any obligation owed by Barclays to the
         Company. In particular, Barclays may at any time set-off, debit,
         transfer or apply the difference between the Notified Value of any Debt
         and its Purchase Price in respect of or in satisfaction of all the
         actual, contingent, present and future liabilities of the Company to
         Barclays under this Agreement. If either obligation is unliquidated or
         unascertained, Barclays may set-off an amount estimated by it in good
         faith to be the amount of that obligation, although Barclays shall
         promptly credit to the Company any amount which, with the passage of
         time, can be evidenced to have been set-off in excess of any such
         estimate.

21       POWER OF ATTORNEY

         The Company, by way of security, irrevocably appoints Barclays (who
         shall have the power to nominate any of its directors, company
         secretary, authorised signatories and


                                       28
<PAGE>

         managers (and administrators in the event that such are appointed in
         relation to the Company) from time to time from the date hereof to
         exercise Barclays' powers under this clause 21) as its attorney or
         attorneys in its name and on its behalf to be its attorney to take any
         action which it is obliged to take under this Agreement (including the
         completion, execution and any Debt Notification Notice or Notice of
         Assignment and Trust) and:

         (a)      sign and execute a legal assignment of all or any of the Debts
                  in accordance with section 136(1) of the Law of Property Act
                  1925; or

         (b)      otherwise obtain payment of or perfect its ownership of any
                  Debts; or

         (c)      secure the performance of any of the Company's obligations
                  pursuant to this Agreement;

         (d)      conducting any claim or other matter under or pursuant to any
                  relevant fraud and/or credit insurance policy or policies in
                  relation to all or any Debts;

         and the Company agrees that Barclays may at any time appoint a
         substitute to act as its attorney, and may revoke any such appointment
         without giving a reason. The appointment of a substitute is to be in
         writing signed by Barclays (acting through any of its directors,
         company secretary or authorised signatories). Every substitute shall
         have full powers as the Company's attorney as if appointed by this
         clause 21 except this power to appoint a substitute.

         Barclays will only exercise its rights under this power of attorney if
         a Default has occurred and is continuing.

22       ASSIGNMENTS

         The Company may not assign or transfer any of its rights and
         obligations under this Agreement.

23       WAIVERS AND REMEDIES CUMULATIVE

         The rights of Barclays under this Agreement may be exercised as often
         as necessary, are cumulative and not exclusive of its rights under the
         general law and may be waived only in writing and specifically. Delay
         in exercising or non-exercise of any such right is not a waiver of that
         right.

24       MISCELLANEOUS

         (a)      The Company shall pay within 3 Banking Days of demand if due
                  and owing:-

                  (i)      Breakage Costs in connection with this Agreement;

                  (ii)     any stamp duties in connection with this Agreement,
                           the purchase of any Debt by Barclays from the Company
                           or any documents served or created in connection with
                           this Agreement;

                  (iii)    all reasonable costs (including, without limitation,
                           reasonable legal fees and expenses) incurred by
                           Barclays in connection with the preparation


                                       29
<PAGE>

                           and negotiation of this Agreement and all reasonable
                           costs (including, without limitation all reasonable
                           legal fees and expenses) incurred by Barclays in
                           connection with the enforcement of this Agreement;
                           and

                  (iv)     losses flowing from any judgement or claim being
                           payable in a different currency from that agreed
                           under this Agreement.

         (b)      Interest and Discount accrue from day to day and are
                  calculated on the basis of the actual number of days elapsed
                  and a year of 365 days.

         (c)      This Agreement will, with effect from or after the first day
                  of the introduction of Sterling into European Economic and
                  Monetary Union as contemplated by the Treaty establishing the
                  European Community, be amended (by notice from Barclays to the
                  Company), to the extent that Barclays specifies to be
                  necessary or desirable, to comply with any generally accepted
                  conventions and market practice applicable to euro-denominated
                  obligations in the London interbank market or otherwise to
                  reflect the change in currency.

25       NOTICES

         (a)      All notices or other communications under this Agreement shall
                  be given in writing and may be made by facsimile. Any such
                  notice will be deemed to be given as follows:

                  (i)      if by letter, when delivered personally or on actual
                           receipt; and

                  (ii)     if by facsimile, when received in legible form.

                  However, a notice given in accordance with the above but
                  received on a non-working day or after business hours in the
                  place of receipt will only be deemed to be given on the next
                  working day in that place.

         (b)      The address and facsimile number of each Party for all notices
                  under this Agreement are those notified by that Party for this
                  purpose to the other Party prior to the date of this Agreement
                  or any other notified to the other Party by not less than 5
                  Banking Days' notice.

26       COUNTERPARTS

         This Agreement may be executed in any number of counterparts, and this
         has the same effect as if the signatures on the counterparts were on a
         single copy of this Agreement.

27       JURISDICTION

         The Parties agree that the courts of England have jurisdiction to hear
         and determine any proceedings that may arise in connection with this
         Agreement.

28       GOVERNING LAW

         This Agreement is governed by English law.

IN WITNESS of which this deed has been executed and, on the date set out above,
delivered as




                                       30
<PAGE>


a deed.

                                       31
<PAGE>




SIGNED as a deed by
RUSS BERRIE (UK) LIMITED acting by two directors or by one director and the
secretary, and delivered when dated:



DIRECTOR
/s/ Chris Robinson
--------------------------
Name: Chris Robinson


DIRECTOR/SECRETARY
Signature                      :
Name                           :

SIGNED as a deed on the 30th
day of December 2005 on behalf

of BARCLAYS BANK PLC

acting by

/s/ Bruce McKoen
-----------------------------
Bruce McKoen

as duly appointed attorney for: Barclays Bank PLC
in the presence of:-

Witness' Signature
                  --------------------------------

Witness' Name
                  --------------------------------


Witness' Address





Occupation
                  --------------------------------




                                       32
<PAGE>




                                   SCHEDULE 1

                     FORM OF NOTICE OF ASSIGNMENT AND TRUST

                  [On the letterhead of the Barclays Bank Plc]

To:      [DEBTOR]

                                                                          [DATE]


Dear Sirs,

FRAMEWORK AGREEMENT DATED [      ], 2005 (THE "AGREEMENT") BETWEEN [       ]
LIMITED (THE "COMPANY") AND BARCLAYS BANK PLC (THE "BANK")

This letter constitutes notice to you that, pursuant to the Agreement, the
Company assigned all Debts to the Bank and holds all its rights in respect of
the following Debts on trust for the Bank.


INVOICE NUMBER         DATE OF INVOICE         AMOUNT                  DUE DATE




All payments due from you in respect of the above Debts shall be paid to the
Bank for its own account [in accordance with your existing payment instructions]
[as follows: Name account details]

Please acknowledge receipt of this notice by signing and returning the attached
copies to Barclays at the address above and to the Company at the address below:

[set out address].

Yours faithfully,





.............................................
BARCLAYS BANK PLC

Authorised signatory



[COMPANY'S ADDRESS]



                                       33
<PAGE>


                                   SCHEDULE 2

                        FORM OF DEBT NOTIFICATION NOTICE

                       APPROVED DEBTS CREATED IN WEEK [ ]

                       [On the letterhead of the Company]


To:      Barclays Bank PLC
         Sales Financing Unit
         Churchill Plaza
         Churchill Way
         Basingstoke
         Hampshire
         RG21 7GL

From:    [                                ]

                                                                          [DATE]


FRAMEWORK AGREEMENT DATED [      ] DECEMBER 2005 (THE "AGREEMENT")

Terms defined in the Agreement have the same meaning in this notice.

1        We hereby confirm that we have:

         (a)      notified you electronically of the Approved Debts created by
                  us, in the period set out above ("ELECTRONICALLY NOTIFIED
                  DEBTS") in accordance with the Agreement; and

         (b)      transferred to you electronically an aged analysis of the
                  Electronically Notified Debts and certify that, except as
                  otherwise noted thereon, each Electronically Notified Debt
                  referenced in the aged analysis is the subject of an Invoice
                  that is complete and in full force and effect.

2        We confirm that:

         (a)      no Default is outstanding or will result from any payment;

         (b)      payment for the Electronically Notified Debts will not result
                  in a breach of clause 2 (Amount) of the Agreement; and

         (c)      the goods to be delivered under the Contracts referable to the
                  Electronically Notified Debts have been delivered to the
                  Debtor in accordance with the Contract.

By:

[                                              ]
Authorised Signatory



                                       34
<PAGE>




                                   SCHEDULE 3

                            OPERATIONAL UNDERTAKINGS

1        By the 10th day of each month, the Company shall provide to Barclays a
         sales ledger reconciliation in relation to its business operation as at
         the last working day of each previous month, and (as applicable) each
         such reconciliation shall include, on an Approved Jurisdiction by
         Approved Jurisdiction basis:

         (a)      fully posted aged debtor analysis for each Debtor, aged by
                  Invoice date in a five column format;

         (b)      copy open item sales ledger for each Debtor, on a monthly
                  basis, showing details of the outstanding Debts assigned to
                  Barclays (in a format agreed by Barclays);

         (c)      an analysis evidencing that all amounts outstanding to
                  suppliers are posted to aged creditors analyses;

         (d)      a contra analysis report in a format agreed by Barclays;

         (e)      a schedule (in a format agreed by Barclays) specifying all
                  Invoices, Credit Notes and Debit Notes on a weekly basis (or
                  such other frequency as may be agreed between the Parties,
                  acting reasonably);

         (f)      a schedule of Debts which are not subject to subsisting Credit
                  Limits;

         (g)      a schedule specifying all Deductions and Reserves;

         (h)      a schedule of Unapproved Debts;

         (i)      a schedule specifying all Export Debts;

         (j)      a schedule specifying all Excluded Export Debts; and

         (k)      a report (in a form agreed from time to time by the Company
                  and Barclays) detailing all known disputes with Debtors.

2        The Company shall retain and hold to the order of Barclays and make
         available for inspection by Barclays all documents relating to proof of
         delivery of any goods or services.

3        The Company shall allow any employee, representative or agent of
         Barclays, at all reasonable times to conduct an audit of which may,
         without limitation, include:

         (a)      entering any premises at which the Company carry on business,
                  to inspect goods and stocks and Contracts;

         (b)      inspect, verify and check all such books, accounts, computer
                  and other records, orders, correspondence and other documents
                  as Barclays may reasonably require; and



                                       35
<PAGE>

         (c)      to copy (including computer disks), at the expense of the
                  Company, such of them as it may require or to check or remove
                  any software or hardware provided by Barclays or any licensor
                  of Barclays in connection with access to its computer
                  facilities.

4        The Company must promptly provide to Barclays full details of all new
         or amended Contracts and observe and perform its obligations with
         regard to the same and if appropriate, obtain consent to the assignment
         of Debts to Barclays.

5        The Company shall maintain a record of Credit Notes and Debit Notes and
         provide such record to Barclays on a monthly basis in such form as
         Barclays may reasonably request.

6        The Agreement shall be reviewed on each anniversary of the Commencement
         Date.




                                       36
<PAGE>


                                   SCHEDULE 4

                             COMPUTERISED FACILITIES

1        Where applicable under this Agreement, the Company shall have the
         benefit of Barclays' computerised facilities provided in accordance
         with this Schedule 4 (Computerised Facilities), and the terms of this
         Schedule 4 (Computerised Facilities) shall apply together with the
         terms of Barclays' Computer User Guide which shall be treated as
         incorporated into these Conditions. These Conditions shall prevail over
         any inconsistency with Barclays' Computer User Guide.

2        In this Schedule 4 (Computerised Facilities):

         'ADOPTED PROTOCOL' means the accepted method for the interchange of
         Messages based on such protocol as may be agreed between the Company
         and Barclays.

         'COMPUTER USER GUIDE' means the Guide produced by Barclays, in whatever
         form and as from time to time amended, describing the facilities
         available through access to Barclays' computer and the procedures and
         rules to be adopted and observed for such access and for electronic
         data interchange.

         'DATA' means any information processed into Barclays' computer facility
         in relation to the Company's affairs.

         'MESSAGE' means Data structured in accordance with the Adopted Protocol
         and transmitted electronically between the Company and Barclays,
         including where the context admits any part of such Data.

         'DATA LOG' means the complete record of Data interchanged representing
         the Messages between the Company and Barclays.

3        The terms of this Schedule (Computerised Facilities) shall apply to all
         Messages between the Company and Barclays using the Adopted Protocol.
         The Company and Barclays agree that all such Messages shall be
         transmitted in accordance with the provisions of Barclays' Computer
         User Guide.

4        The Company undertakes:

         (a)      at its sole risk and expense, to maintain on its computer and
                  in a safe and efficient operating order, at such address as
                  Barclays may approve, a proprietary communications software
                  package and modem which shall comply with the standards and
                  requirements notified by Barclays. The Company shall make
                  suitable contingency arrangements to cover system or operating
                  failures and suspension or withdrawal of the computerised
                  facilities; and

         (b)      to ensure that all Messages the Company sends are correct and
                  complete; and

         (c)      to comply with the requirements and directions of Barclays'
                  Computer User Guide and in particular all directions as to
                  security; and

         (d)      to use the Computerised Facilities only for the Company's own
                  needs and for the purposes set out in the Computer User Guide.



                                       37
<PAGE>

5        The Company shall have a non transferable licence to obtain the
         facilities described in the Computer User Guide. Both the extent of the
         facilities and the provisions of the Computer User Guide may from time
         to time be amended by Barclays, at its sole discretion, to take account
         of any technical or procedural alterations or enhancements.

6        In using the facilities the Company will use and comply with the
         requirements of Barclays Bank PLC's 'Messageway' system. The Company
         will not use any other intermediary.

7        The Company and Barclays undertake to each other:

         (a)      to notify the other promptly if it learns or suspects that
                  there has occurred any failure or delay in receiving any
                  Message, any error or fraud in or affecting the sending or
                  receiving of any Message or any programming error or defect or
                  corruption of any Message, and to co-operate with the other
                  party in trying to remedy the same;

         (b)      to take all appropriate steps and establish and maintain all
                  appropriate procedures so as to ensure that as far as is
                  reasonably practicable Messages are properly stored, are not
                  accessible to unauthorised persons, are not altered, lost or
                  destroyed, and are capable of being retrieved only by properly
                  authorised persons;

         (c)      to maintain adequate security and to maintain the computer
                  virus free;

         (d)      to take reasonable precautions to prevent unauthorised access
                  to the facilities;

         (e)      to keep secret and confidential the method of operation of the
                  facilities, the Computer User Guide, all access telephone
                  numbers, user numbers, passwords, test keys, access codes and
                  security procedures;

         (f)      to notify the other party immediately if it knows of or
                  suspects any misuse of, or breach of secrecy in respect of,
                  any of the same;

         (g)      to ensure that every Message shall identify the sender and
                  recipient and include a means of verifying the authenticity of
                  the Message, either through a technique used in the Message
                  itself or by some other means provided for in the Adopted
                  Protocol;

         (h)      to ensure that all Messages are complete, accurate and secure
                  against being altered in the course of transmission by the
                  sender;

         (i)      to accept the integrity of all Messages and to accord these
                  the same status as would be applicable to a document or to
                  information sent other than by electronic means, unless such
                  Messages can be shown to have been corrupted as a result of
                  technical failure;

         (j)      to ensure that where there is evidence that a Message has been
                  corrupted or if any Message is identified or capable of being
                  identified as incorrect it shall be re-transmitted by the
                  sender as soon as practicable with a clear indication that it
                  is a corrected Message;

         (k)      where the recipient has reason to believe that a Message is
                  not intended for it then the sender shall be notified and the
                  recipient will delete the Message from its


                                       38
<PAGE>

                  computer system.

8        Each of the Company and Barclays shall maintain a Data Log of all
         Messages sent or received and make the same available to the other on
         request. This shall contain such Data as shall from time to time be
         agreed or, in the absence of such agreement, shall be the most complete
         record of Data which either of Barclays or the Company shall consider
         reasonably practicable to maintain. Except to the extent otherwise
         agreed between Barclays and the Company in writing, such Data Log shall
         be stored unmodified (save as may be necessary to correct any errors)
         until the first anniversary of the termination of this Agreement. The
         Data Log may be maintained on computer media or other suitable means
         provided that the Data can be readily retrieved and presented in
         readable form. Barclays' master log of Messages and Data received or
         transmitted by Barclays shall, in the absence of manifest error, be
         conclusive proof and evidence of the Messages sent or received by
         Barclays in connection with or referable to the Computerised Facilities
         and of the constituents of such Messages and the times at which they
         were sent or received. Barclays may rely upon any Message ostensibly
         sent by the Company or on its behalf, even though it may not originate
         from the Company or that its employee or officer purporting to send the
         message shall lack authority.

9        The copyright and all other rights in any software used or provided by
         Barclays or its licensors in connection with the facilities and in any
         Computer User Guide issued by Barclays shall at all times remain vested
         in Barclays or, if the terms of any contract that Barclays has with any
         licensor otherwise specify, in such licensor. The Company will not copy
         such software or Barclays' Computer User Guide without Barclays' prior
         written consent.

10       The Company accepts that information available from Barclays'
         Computerised Facilities will be subject to change before the close of
         business each day, particularly details of any Availability from the
         Payment Account.

11       Barclays shall not be liable for or in respect of any loss, injury or
         damage or any failure to comply, or any delay in complying with its
         obligations hereunder or any other obligation in respect of the
         Computerised Facilities which is caused directly or indirectly by:

         (a)      any downtime, unavailability, failure or malfunction of any
                  computer hardware equipment or software, or of any telephone
                  line or other communication system, service, link or
                  equipment;

         (b)      suspension of the Computerised Facilities;

         (c)      abnormal operating conditions;

         (d)      any error, discrepancy or ambiguity in any Message received by
                  Barclays;

         (e)      abnormal operating conditions, act or omission of the Company
                  or of any third party;

12       Barclays shall have the right, without liability to the Company and
         without notice, at any time and from time to time, to suspend the
         operation of the Computerised Facilities whereupon no further Messages
         shall be sent or enquiries made by either the Company or Barclays until
         Barclays shall have agreed to re-activate the facilities.



                                       39
<PAGE>

13       Either the Company or Barclays may terminate the Computerised
         Facilities between the Company and Barclays by giving not less than 24
         hours written notice to the other. If the Company terminates the
         Computerised Facilities within twelve months of the installation of the
         software and modem Barclays shall charge the Company an installation
         charge of Pound Sterling500 plus Value Added Tax. If the Computerised
         Facility is terminated by either party at any time within two years
         after the first anniversary of such installation then the Company will
         pay an installation charge of Pound Sterling250 plus Value Added Tax.

14       Upon termination of the facility the Company shall immediately return
         to Barclays all copies of the Computer User Guide and any other
         documentation or property (including any modem) of Barclays or its
         licensors supplied in relation to the facility.

15       The Computerised Facilities shall also be co-terminous with the rest of
         this Agreement.

16       The Company shall indemnify Barclays against all liabilities, damages
         and expenses arising out of the transmission by the Company or the
         receipt by Barclays of incorrect or inaccurate information however
         caused.

17       Barclays reserve the right to levy a charge for:

         (a)      any new electronically delivered services in future; or

         (b)      reconfiguration of the computerised facilities due to
                  mix-operation by the Company.

18       If Barclays is required to visit the Company's premises to install the
         software package and modem and such installation fails for reasons
         outside Barclays' control Barclays will charge the Company an abortive
         visit charge of Pound Sterling250 plus VAT.







                                       40
<PAGE>





                                    ANNEXE 1

                                  SALES LEDGER