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                                                                    EXHIBIT 10.3
[LOGO]










                                    AGREEMENT

                                     BETWEEN

                         THE ROYAL BANK OF SCOTLAND PLC

                                       AND

                             CORGI CLASSICS LIMITED

         (in respect of a Revolving Advance Facility of GBP3,000,000)














               Registered in Scotland No 90312 Registered Office:
                     36 St Andrew Square, Edinburgh EH2 2YB



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THIS IS AN IMPORTANT DOCUMENT WHICH SETS OUT THE TERMS AND CONDITIONS OF THE
FACILITY. WE RECOMMEND THAT YOU TAKE INDEPENDENT LEGAL ADVICE IF YOU HAVE ANY
DOUBTS REGARDING THE TERMS AND CONDITIONS OUTLINED.



THIS AGREEMENT is made between:-

(1)          THE ROYAL BANK OF SCOTLAND PLC; and

(2)          CORGI CLASSICS LIMITED

by which it is agreed as follows:-

1            PURPOSE AND DEFINITIONS

1.1          This Agreement sets out the terms and conditions upon and subject
             to which the Bank agrees to make available to the Borrower for the
             purpose of its business (including working capital purposes of the
             Group's businesses in the United Kingdom and the United States of
             America) a revolving advance facility of GBP3,000,000 in terms
             of which the Bank will make Advances to the Borrower.

1.2          The Bank and the Borrower may, under a separate dealing line, enter
             into foreign exchange transactions subject to the standard terms of
             the 1992 ISDA Master Agreement. Any such transactions will reduce
             the amount of the Facility available under this Agreement for the
             duration of the relevant transactions. The extent of the reduction
             will be determined by the Bank applying a 10% weighting to the
             Sterling equivalent nominal amounts of the transactions (in the
             case of transactions not involving the sale of sterling, such
             sterling equivalents being calculated at an appropriate valuation
             rate (in respect of the currency being sold) as determined by the
             Bank at 4.15 p.m. (London Time) the previous Business Day).

1.3          In this Agreement unless the context otherwise requires:-

             "ADVANCE" means any utilisation pursuant to Clause 3;

             "BANK" means The Royal Bank of Scotland plc and its successors and
             assigns;

             "BASE ACCOUNTS" means the audited financial statements of the
             Borrower and the consolidated audited financial statements of the
             Group for the period ended 31 March 2000;

             "BORROWER" means Corgi Classics Limited, Company Number 03034370;

             "BUSINESS DAY" means a day (other than a Saturday or Sunday) on
             which banks are open for general business in London;

             "COMMITMENT PERIOD" means the period commencing on the last date on
             which this Agreement is signed and ending on 30th June 2005 or such
             other date as may be agreed by the Bank pursuant to Clause 2;

             "CORGI CLASSICS, INC." means Corgi Classics, Inc., a company
             registered in the United States of America and having its address
             at Suite 205, 430 West Erie, Chicago, IL 60610 USA;

             "CORPORATE OFFICE" means the Bank's Leicestershire Corporate
             Business Centre at St John's House, East Street, Leicester LE1 6NB
             or such other branch/office as the Bank may notify to the Borrower
             from time to time;

             "EVENT OF DEFAULT" means any of the events described in Clause 12;


             "FACILITY" means the revolving advance facility provided pursuant
             to this Agreement;

             "FACILITY AMOUNT" means GBP3,000,000 or such lesser amount as
             may result from the cancellation of any portion of the Facility
             pursuant to Clause 2;

             "GAAP" means generally accepted accounting practice in the United
             Kingdom;

             "GROUP" means at any time the Borrower and its Subsidiary
             Undertakings at such time;


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             "ICON" means Icon Collectibles Limited, Company Number 03542813;

             "IIH" means Interval Investment Holdings Ltd, a company registered
             in the British Virgin Islands and having its address at PO Box 119,
             Palm Chambers, Road Town, Tortola, British Virgin Islands;

             "LLEDO" means Lledo Collectibles Limited, Company Number 03229017;

             "MARGIN" means a rate of 1.75% per annum until 31st March 2002.
             Thereafter the rate will be calculated with reference to the
             following table, dependent upon the ratio of PBIT to Borrowing
             Costs achieved pursuant to Clause 10.1(c). The Margin will be
             reviewed annually on receipt of the audited financial statements of
             the Borrower pursuant to Clause 9.3(a)(i) and the relative
             certificate of compliance produced pursuant to Clause 9.3(a)(v) and
             the resultant Margin will be backdated to the beginning of the
             Borrower's current financial year and will apply for the whole of
             that financial year.


<TABLE>
<CAPTION>
                       Ratio                                           Margin to apply
                       -----                                           ---------------
<S>                    <C>                                             <C>
                       Less than 2.25 : 1                              2%     (subject to Bank's agreement
                                                                       being  given  pursuant  to Clause 12.2)
                       2.25 : 1 (or greater) and less than 4 : 1       1.75%
                       4 : 1 and above                                 1.5%

</TABLE>

             The Bank will notify the Borrower in writing of any changes in the
             Margin and if there is any dispute as to the calculation by the
             Bank of the Margin to apply, the decision of the Bank will, in the
             absence of manifest error, be conclusive and binding on the
             Borrower;

             "PARENT" means Corgi Classics Holdings Limited, Company Number
             03811954;

             "QUALIFYING BANK" means any bank which is for the purposes of
             Section 349 of the Income and Corporation Taxes Act 1988 within the
             charge to United Kingdom corporation tax as regards any interest
             payable to it in terms of this Agreement;

             "SBLC Facility Agreement" means the facility agreement dated 28
             July 1999 amongst (a) Zindart, (b) Hua Yang Holdings Company
             Limited and Hua Yang Printing Holdings Limited, (c) ABN Amro Bank
             NV and others, (d) ABN Amro Bank NV, Hong Kong Branch (as agent),
             (e) ABN Amro Bank NV, Hong Kong Branch (as fronting bank) and (f)
             others and the term loan between (i) the Parent and ABN Amro Bank
             NV, London Branch, as such agreements may be amended, varied or
             replaced;

             "STERLING" and the sign "GBP" means the lawful currency of the
             United Kingdom;

             "SUBSIDIARY" shall have the meaning ascribed to it in Section 736
             of the Companies Act 1985;

             "SUBSIDIARY UNDERTAKING" shall have the meaning ascribed to it in
             Section 258 of the Companies Act 1985;

             "TAXES" means all present and future income and other taxes,
             levies, imposts, deductions, charges, fees, compulsory loans or
             withholdings of whatsoever nature together with interest thereon
             and penalties in respect thereof if any and "Taxation" shall be
             construed accordingly;

             "TRADE RECEIVABLES" means the sum of up to US$5,400,000 outstanding
             at the date hereof and due from the Borrower to Zindart (HK) in
             respect of the purchase of products manufactured or sold by Zindart
             (HK);

             "ZINDART (BERMUDA)" means Zindart Limited, a company registered in
             Bermuda and having its address at Clarendon House, 2 Church Street,
             PO Box HM666, Hamilton HMCX, Bermuda; and

             "ZINDART (HK)" means Zindart Limited, a company registered in Hong
             Kong and having its address at Flat C&D, 25 F1, Block 1, Tai Ping
             Industrial Centre, 57 Ting Kok Road, Tai Po, New Territories, Hong
             Kong .

1.4          Headings in this Agreement are inserted for convenience only and
             shall be ignored in construing this Agreement. Unless the context
             otherwise requires, words denoting the singular number only shall
             include the plural and vice versa.


2            AVAILABILITY AND CANCELLATION


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2.1          Subject to the other provisions of this Agreement the Bank agrees
             to make the Facility available for drawing by the Borrower during
             the Commitment Period. If requested by the Borrower, the Bank may
             at its sole discretion extend the Commitment Period on terms
             acceptable to the Bank and the Borrower.

2.2          The Borrower shall during the Commitment Period by notice to the
             Corporate Office be entitled to cancel any unutilised portion of
             the Facility. Such notice shall be unconditional and irrevocable.
             Any portion cancelled shall not be available for drawing and the
             Facility Amount shall be reduced accordingly.


3            UTILISATION

3.1          The Facility shall be drawn in Advances, up to the Facility Amount,
             as and when required during the Commitment Period.

3.2          Each request for an Advance shall be made to the Corporate Office
             specifying:-

             (a)       the amount of the Advance which shall be not less
                       than GBP25,000 or such other amount which is
                       acceptable to the Bank;

             (b)       the date on which the Advance is required, which must be
                       a Business Day; and

             (c)       the duration of the Advance which shall be 3, 6, 9 or 12
                       months (or such other duration which is acceptable to the
                       Bank) subject to the proviso that the duration of any
                       Advance shall not extend beyond the expiry date of the
                       Commitment Period.

             Each request shall be unconditional and irrevocable and unless
             otherwise agreed by the Bank shall require to be received not later
             than 11 a.m. on the date on which the Advance is required.

3.3          The amount of each Advance shall be debited to a specifically
             designated account ("the Loan Account") in the name of the Borrower
             with the Bank and credited to a current account ("the Current
             Account") in name of the Borrower with the Bank. The details
             thereof shall be confirmed to the Borrower in writing by the Bank.


4            INTEREST

4.1          The Borrower shall pay to the Bank interest at a rate which is
             equivalent to the Margin above the Bank's Base Rate. As at 18th
             January 2001 this formula produced a rate of 7.75%. The Bank's Base
             Rate may vary from time to time.

4.2          For the purpose of calculating interest, the total of the cleared
             credit balance on the Current Account shall be netted against the
             cleared debit balance on the Loan Account.

4.3          Interest shall be calculated on the net balance calculated pursuant
             to Clause 4.2 both before and after demand, court decree or
             judgment on a daily basis and on a year of 365 days and shall be
             payable quarterly on the penultimate Business Day of March, June,
             September and December in each year and on final repayment of the
             last Advance. Any interest unpaid when payable shall be compounded.

4.4          Interest shall unless otherwise mutually agreed be debited to a
             current account maintained by the Borrower with the Bank.


5            REPAYMENT AND PREPAYMENT

5.1          Each Advance shall be repaid on maturity by payment of the relevant
             amount to the Corporate Office.

5.2          The Borrower may prepay any Advance or part thereof (this part to
             be an integral multiple of GBP25,000) by giving notice to be
             received by the Bank at the Corporate Office not later than 11 a.m.
             two Business Days prior to the prepayment being made. This notice
             shall be unconditional and irrevocable.

5.3          Any repayment/prepayment made pursuant to Clause 5.1 or 5.2 will be
             available for redrawing as an Advance during the Commitment Period
             subject to the provisions of Clauses 2 and 3.



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6            INCREASED COSTS

6.1          If by reason of (i) the introduction of or any change in law or its
             interpretation or administration and/or (ii) compliance with any
             request or requirement of any central bank or other fiscal,
             monetary or other authority (including without limitation, a
             request or requirement which affects the manner in which the Bank
             allocates capital resources to its obligations hereunder):-

             (a)       the Bank incurs a cost as a result of entering into this
                       Agreement performing its obligations and/or assuming or
                       maintaining its commitment hereunder and/or making the
                       Facility available; or

             (b)       the Bank is unable to obtain the rate of return on its
                       overall capital which it would have been able to achieve
                       but for its entering into this Agreement, performing its
                       obligations and/or assuming or maintaining its commitment
                       hereunder and/or making the Facility available; or

             (c)       there is any increase in the cost to the Bank of funding
                       or maintaining all or any of the advances comprised in a
                       class of advances formed by or including the Facility; or

             (d)       the Bank incurs a cost as a result of its having made the
                       Facility available or the Bank becomes liable to make any
                       payment on account of tax or otherwise (other than a tax
                       imposed on its overall net income) on or calculated by
                       reference to the amount of the Facility and/or any sum
                       received or receivable by it hereunder, or any liability
                       in respect of any such payment is imposed, levied or
                       assessed against the Bank

             then the Borrower shall from time to time within three Business
             Days of a demand by the Bank, pay to the Bank amounts sufficient to
             indemnify the Bank against, as the case may be, (i) such costs,
             (ii) such reduction in the rate of return (or such proportion of
             such reduction as is in the opinion of the Bank attributable to its
             obligations hereunder), (iii) such increased costs (or such
             proportion of such increased costs as is in the opinion of the Bank
             attributable to its funding the Facility), or (iv) such cost or
             liability (or such proportion thereof as is in the opinion of the
             Bank attributable to making the Facility available).

6.2          If the Bank makes a claim pursuant to Clause 6.1 it shall promptly
             after it becomes aware of the circumstances giving rise to such
             claim deliver to the Borrower a certificate to that effect setting
             out in reasonable detail the basis of such claim. This certificate
             shall be conclusive in the absence of manifest error.


7            CONDITIONS PRECEDENT

7.1          The Bank shall be under no obligation to make the Facility or any
             Advance available until it has received the following and is
             satisfied with the same:-

             (a)       the duplicate of this Agreement signed on behalf of the
                       Borrower;

             (b)       a certified copy of the Resolution of the Board of
                       Directors of the Borrower approving the transaction
                       contemplated by this Agreement and authorising a
                       specified person/s to:-

                       (i)        sign this Agreement on behalf of the Borrower;

                       (ii)       negotiate the drawing of any Advances under
                                  this Agreement on behalf of the Borrower;

                       (iii)      sign and/or endorse any documents required
                                  under this Agreement on behalf of the Borrower

                       together with a specimen of the signature of the person/s
                       so authorised;

             (c)       deeds of subordination regulating the facilities granted
                       to the Borrower by (i) the Bank and (ii) facilities in
                       aggregate of GBP8,106,000 granted by Zindart (HK) and
                       the Parent, in form and substance satisfactory to the
                       Bank;

             (d)       legal opinions addressed to the Bank, provided by the
                       Borrower's legal advisers, on Zindart (HK) and Corgi
                       Classics, Inc. in form and substance satisfactory to the
                       Bank and the Bank's legal advisers;


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             (e)       evidence satisfactory to the Bank that Corgi Classics,
                       Inc. and Zindart (Bermuda) are wholly owned Subsidiaries
                       of the Borrower;

             (f)       letters of consent addressed to Zindart (HK) and to the
                       Parent respectively from (i) ABN Amro Bank NV and the
                       Instructing Banks (all as defined in the SBLC Facility
                       Agreement) and (ii) ABN Amro Bank, London, agreeing to
                       the provision of the Facility to the Borrower and, where
                       appropriate, to the security granted or to be granted in
                       terms of Clause 11.1;

             (g)       a post closing obligation letter from Corgi Classics,
                       Inc. to the Bank in a form and substance satisfactory to
                       the Bank.

7.2          The Bank shall furthermore not be obliged to make the Facility or
             any Advance available unless the following conditions are
             satisfied:-

             (a)       the security referred to in Clause 11.1(b) has been
                       completed to the Bank's satisfaction;

             (b)       no Event of Default (or event which with the giving of
                       notice, lapse of time or other conditions under this
                       Agreement may constitute an Event of Default) has
                       occurred and is continuing or might result from the
                       drawing of an Advance under the Facility; and

             (c)       the representations and warranties in Clause 8 are true
                       with respect to the facts and circumstances then
                       existing.


8            REPRESENTATIONS AND WARRANTIES

8.1          The Borrower represents and warrants (save as disclosed to and
             agreed by the Bank) that:-

             STATUS
             (a)       it and its Subsidiaries are duly incorporated and validly
                       existing and has power to own their property and assets
                       and carry on their business as presently conducted;

             POWERS AND AUTHORITY
             (b)       it has power to execute, deliver and perform its
                       obligations under this Agreement and it and its
                       Subsidiaries have power to execute, deliver and perform
                       their obligations under any security provided by it
                       pursuant to Clause 11, all necessary corporate,
                       shareholder or other action has been taken to authorise
                       the execution, delivery and performance of this Agreement
                       and of any security provided, and no limitation on the
                       powers of the Borrower or the powers of its Directors
                       shall be exceeded as a result of the drawing of an
                       Advance under the Facility;

             LEGAL VALIDITY
             (c)       this Agreement and any security provided by it and its
                       Subsidiaries pursuant to Clause 11 constitute legal,
                       valid and binding obligations on it and its Subsidiaries;

             NON-CONFLICT
             (d)       the entry into and performance of the terms and
                       conditions of this Agreement and of any security provided
                       by it and its Subsidiaries pursuant to Clause 11 do not
                       and shall not contravene or conflict with their
                       respective memoranda and articles of association, any
                       law, statute, regulation or other instrument binding on
                       it and its Subsidiaries or any of its/their assets, or
                       any agreement or document to which they are a party or is
                       binding on it or its Subsidiaries or any of their assets;

             AUTHORISATIONS AND COMPLIANCE
             (e)       it and its Subsidiaries hold and are in compliance in all
                       material respects with (i) all necessary licences,
                       permits, consents or other authorisations required for
                       conducting their business and (ii) all applicable laws
                       and regulations or other legal requirements;

             BREACH OF OTHER AGREEMENTS
             (f)       it is not (nor with the giving of notice, lapse of time
                       or satisfaction of any other condition would be) in
                       breach of or in default under any agreement or document
                       to which it is party or by which it or any part of its
                       assets may be bound which could have a material adverse
                       effect on the business, assets or financial condition of
                       the Borrower or on its ability to perform fully its
                       obligations under this Agreement or under any security
                       provided pursuant to Clause 11;

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             ACCOUNTS
             (g)       the Base Accounts/its latest audited financial statements
                       and where appropriate the latest consolidated audited
                       financial statements of the Group as provided to the Bank
                       have been prepared in accordance with GAAP and fairly
                       represent its financial condition and where appropriate
                       the financial condition of the Group and there has been
                       no material adverse change in its business or financial
                       condition or the business or financial condition of the
                       Group since the date of those financial statements;

             LITIGATION
             (h)       no litigation, arbitration or administrative proceeding
                       is taking place (including without limitation any action
                       under any environmental law or regulation), pending or to
                       the knowledge of its officers threatened against it or
                       its Subsidiaries or any part of their undertaking, assets
                       or revenues which, if adversely determined would give
                       rise to a judgement or enforcement action for an amount
                       (in any one case) of more than GBP50,000;

             ENCUMBRANCES
             (i)       no charges or other encumbrances in the nature of a
                       security interest exist on its assets or the assets of
                       any of its Subsidiaries other than any charges or
                       encumbrances in favour of the Bank or security rights
                       arising in the ordinary course of business by operation
                       of law;

             ENVIRONMENT
             (j)       so far as it is aware, it and its Subsidiaries (i) are in
                       compliance with all applicable environmental laws,
                       regulations and practices, (ii) hold and are in
                       compliance with all necessary licences, permits, consents
                       or other authorisations essential for the conduct of
                       their business; and (iii) have not previously conducted
                       nor are currently conducting their business in any manner
                       which could form the basis of any environmental claim
                       against them;

             INFORMATION
             (k)       all written information provided to the Bank by the
                       Borrower regarding the Group is, as far as it relates to
                       facts, true and accurate in all material respects and, so
                       far as it consists of projections, such projections, when
                       made, were prepared in good faith, after careful
                       consideration and on the basis of reasonable assumptions
                       and there is no additional undisclosed information which
                       is in the possession of the Borrower, had it been
                       disclosed to the Bank, could have been reasonably
                       expected to cause the Bank to withdraw its offer of
                       Facilities to the Borrower; and

             NO DEFAULT
             (l)       no Event of Default has occurred.

             REPETITION
8.2          The representations and warranties contained in Clause 8.1, (other
             than 8.1(g) in respect of the Base Accounts and 8.1(k) in respect
             of information provided to the Bank prior to the date of this
             Agreement) shall survive the signing of this Agreement and shall be
             deemed repeated on the drawing of each Advance under this
             Agreement.


9            UNDERTAKINGS

9.1          The undertakings in this Clause 9 shall continue in effect for so
             long as the Agreement remains in force.

             USE
9.2          The Borrower shall use the Facility for the purpose specified in
             Clause 1.1.

             FINANCIAL INFORMATION
9.3          (a)       The Borrower shall supply to the Bank:-

                       (i)        as soon as they become available but in any
                                  event within 180 days after the end of its
                                  financial year the audited financial
                                  statements of the Borrower and the
                                  consolidated audited financial statements of
                                  the Group for that year;

                       (ii)       as soon as they become available but in any
                                  event within 30 days after the end of the
                                  accounting period to which they relate, and in
                                  a format acceptable to the Bank, monthly
                                  management accounts of the Borrower and the
                                  consolidated monthly management accounts of
                                  the Group incorporating balance sheet and
                                  profit and loss account, cash flow statement
                                  and aged lists of debtors and creditors;

                       (iii)      promptly all notices or other documents sent
                                  by the Borrower to all or a class of its
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                                  shareholders and/or its creditors;

                       (iv)       promptly such further information in the
                                  possession of the Borrower regarding the
                                  financial condition and operations of the
                                  Borrower and the Group as the Bank may
                                  reasonably request provided that (i) the Bank
                                  will only be entitled to request additional
                                  accounts of the Borrower if the Borrower is in
                                  breach of the financial covenants set out in
                                  Clause 10.1 or the Bank believes the Borrower
                                  may be in breach of such covenants and (ii)
                                  the Borrower will only be requested to pass
                                  information to the Bank which may be subject
                                  to confidentiality agreements if the Bank
                                  satisfies any or all confidentiality requests
                                  set out in such agreements

                       (v)        on each occasion financial statements are
                                  supplied to the Bank pursuant to Clause
                                  9.3(a)(i), a certificate, in a format shown in
                                  the schedule to this Agreement, signed by a
                                  Director/the Secretary of the Borrower
                                  confirming compliance or otherwise with the
                                  financial covenants detailed in Clause 10.1
                                  outlining the financial covenant levels and
                                  including detailed workings.

             (b)       The Borrower undertakes to ensure that all accounts and
                       other financial information submitted to the Bank
                       pursuant to Clause 9.3(a) are prepared consistently and
                       in accordance with GAAP.

             NOTIFICATION OF DEFAULT
9.4          The Borrower shall notify the Bank of any Event of Default
             immediately upon becoming aware of its occurrence.

             NEGATIVE PLEDGE
9.5          The Borrower shall not, nor shall it permit any of its Subsidiaries
             to, create nor permit to subsist any charge, lien or other
             encumbrance in the nature of a security interest (except a lien or
             other security interest arising by the operation of law in the
             ordinary course of business) on the whole or any part of the
             present or future assets of the Borrower or its Subsidiaries except
             (i) with the prior written consent of the Bank or (ii) any
             liability in respect of any purchase price for products
             manufactured or sold by Zindart (HK) or any of its Subsidiary
             Undertakings or any manufacturer or supplier to the Borrower in the
             normal course of business on arm's length commercial terms.

             OTHER OBLIGATIONS
9.6          The Borrower shall not, nor shall it permit any of its Subsidiaries
             to, enter into any obligations whether by way of borrowing from
             another source, leasing commitments, factoring of debts, granting
             of guarantees or by any other means (other than as already
             disclosed to the Bank prior to the date of this Agreement) except
             (i) with the prior written consent of the Bank or (ii) any
             liability in respect of any purchase price for products
             manufactured or sold by Zindart (HK) or any of its Subsidiary
             Undertakings or any manufacturer or supplier to the Group in the
             normal course of business on arm's length commercial terms and for
             the avoidance of doubt, the Borrower shall not be prevented from
             repaying such liabilities as referred to in points (i) and (ii) or
             Trade Receivables to Zindart (HK).

             MATERIAL CHANGE IN BUSINESS
9.7          The Borrower shall not, nor shall it permit any of its Subsidiaries
             to, make or threaten to make any material change in the nature of
             its business as presently conducted except with the prior written
             consent of the Bank.

             DISPOSAL OF ASSETS
9.8          The Borrower shall not, nor shall it permit any of its Subsidiaries
             to, sell, transfer, lease (or where a lease is already in
             existence, consent to the lease being assigned) or otherwise
             dispose of all or a substantial part of the assets of the Borrower
             or its Subsidiaries except with the prior written consent of the
             Bank provided that, with the specific exception of those assets
             detailed in Clause 9.10, disposals of assets (i) not exceeding
             GBP50,000 in aggregate in any financial year or (ii) subject to
             a floating charge only, made in the ordinary course of business of
             the Borrower or the business of its Subsidiaries shall be
             permitted.

             RESTRICTIONS ON REPAYMENT OF EQUITY/LOAN
9.9          The Borrower shall not without the prior written consent of the
             Bank:-

             (a)       declare or pay or permit the payment of any dividend on
                       any of its shares; or
             (b)       pay or permit the  payment of any unpaid  arrears and
                       accruals  of any  dividend in respect of its share
                       capital; or
             (c)       make any other distribution of income to any of its
                       members; or
             (d)       make any distribution of capital (whether in cash or in
                       specie) to its members; or
             (e)       redeem or purchase any of its shares; or
<PAGE>   9

             (f)       otherwise reduce its capital; or
             (g)       without the prior  consent of the Bank,  repay any
                       equity/loan  funding  provided to it by any
                       person other than the Bank unless and until the Facility
                       has been repaid in full; or
             (h)       pay or permit the payment of any interest in respect of
                       any such loans or any fees, costs, expenses or commission
                       to the relevant lender.

             TRADENAMES
9.10         The Borrower shall procure that all trademarks, tradenames, service
             marks, logos, designs and emblems relating to the 'Corgi', 'Lledo'
             and 'Icon' businesses shall, throughout the term of the Facility,
             remain the sole and exclusive property of the Borrower or a Group
             company which has granted appropriate security to the Bank and that
             all other intellectual property rights used by the Borrower and the
             Group in connection with its/their business shall throughout the
             term of the Facility remain either the sole and exclusive property
             of the Borrower or a Group company which has granted appropriate
             security to the Bank or be used under valid licence agreements.

             INSURANCES
9.11         The Borrower shall, and shall procure that each of its Subsidiaries
             shall, effect and maintain such insurance over its assets and
             business in such manner and to such extent as is reasonable and
             customary for a business engaged in the same or a similar activity
             and the same or similar localities to the Borrower or its
             Subsidiaries subject to the terms of any security provided by the
             Borrower or its Subsidiaries.

             CURRENT ACCOUNT
9.12         The Borrower shall maintain its current account banking business
             with the Bank and with Standard Chartered Bank, GPO Box 21, Hong
             Kong and Corgi Classics, Inc. shall maintain its current account
             banking business with La Salle, 135 South La Salle Street, Chicago,
             USA.

             ENVIRONMENT
9.13         The Borrower shall, and shall procure that each of its Subsidiaries
             shall:-

             (a)       comply with any applicable environmental laws,
                       regulations or practices and comply with and renew all
                       licences, permits, consents or other authorisations held
                       in respect of the Borrower's/its Subsidiaries business;

             (b)       conduct its business in a manner which cannot form the
                       basis of an environmental claim against it; and

             (c)       as soon as it becomes aware of the same, promptly notify
                       the Bank of any breach of any environmental law,
                       regulation or practice or any licence, permit, consent or
                       other authorisation held and remedy at the Borrower's
                       expense any such breach by use of the best available
                       techniques not entailing excessive cost.

             AUTHORISATIONS AND COMPLIANCE
9.14         The Borrower shall, and shall procure that each of its Subsidiaries
             shall:-

             (a)       comply in all material aspects with all licences,
                       permits, consents or other authorisations held and with
                       any applicable laws, regulations or other legal
                       requirements; and

             (b)       as soon as it becomes aware of the same, promptly notify
                       the Bank of any breach of (i) any law, regulation or
                       other legal requirement and/or (ii) any licence, permit,
                       consent or other authorisation held and immediately
                       remedy such breach.

             ILLEGALITY
9.15         The Borrower shall on receiving notice from the Bank repay all
             Advances outstanding either forthwith or on a future specified date
             together with interest accrued to the date of repayment and all
             other amounts payable under this Agreement by the Borrower if any
             change in or the introduction of any law, regulation, treaty,
             official directive or rule of any regulatory authority or
             organisation having jurisdiction or any change in the
             interpretation or application thereof should render it unlawful or
             a breach thereof for the Bank to make the Facility available or to
             give effect to its obligations and exercise its rights contemplated
             by this Agreement.

             POST CLOSING OBLIGATIONS LETTER
9.16         The Borrower shall procure that Corgi Classics, Inc. satisfies its
             obligations under the post closing obligations letter, dated of
             even date herewith, from Corgi Classics, Inc. to the Bank.

<PAGE>   10

10           FINANCIAL COVENANTS

             COVENANTS
10.1         The Borrower undertakes that, in relation to the financial covenant
             in (a) below at each date for compliance specified in Clause 10.3
             and in relation to the financial covenants in (b) and (c) below for
             each accounting period ending on such date, the financial
             position/performance of the Group shall be/have been such that:-

             MINIMUM NET TANGIBLE ASSETS
             (a)       Consolidated Net Tangible Assets are not less than the
                       amount set out in Column A below at any date for
                       compliance falling within the period detailed in Column B
                       below opposite such amount:-
<TABLE>
<CAPTION>

                           Column A                          Column B
                           --------                          --------
<S>                   <C>                                    <C>
                     GBP9,000,000                        date of drawdown of the Facility to 31 March 2003
                     GBP10,000,000                       1 April 2003 and thereafter


</TABLE>

             Net Cash Flow:Borrowing Costs Paid
             (b)       the ratio of  Consolidated  Net Cash Flow to Consolidated
                       Borrowing  Costs  Paid shall not be less than 1 : 1

             PBIT:Borrowing Costs
             (c)       the ratio of Consolidated PBIT to Consolidated Borrowing
                       Costs shall not be less than the ratio set out in Column
                       A below for any accounting period ending during the
                       period detailed in Column B below opposite such ratio:-

<TABLE>
<CAPTION>

                           Column A                          Column B
                           --------                          --------
<S>                   <C>                                    <C>
                           2.25 : 1                          date of drawdown of the Facility to 31 March 2002
                           3 : 1                             1 April 2002 to 31 March 2003
                           4 : 1                             1 April 2003 and thereafter.
</TABLE>


             FINANCIAL DEFINITIONS
10.2         For the purposes of Clause 10.1 the following definitions shall
             have the meanings shown opposite them:-

             "Consolidated Borrowing Costs" means, in relation to any accounting
             period of the Group, the aggregate of all interest, commission,
             fees, and charges payable by the Group in respect of its
             Consolidated Gross Borrowings during such period including without
             limitation:-

             (i)     capitalised interest;

             (ii)    finance lease charges; and

             (iii)   dividends on shares issued on the basis that they are or
                     may become redeemable; but excluding interest payable by
                     associates and joint ventures;

             "Consolidated Borrowing Costs Paid" means, in relation to any
             accounting period of the Group, the aggregate of all interest,
             commission, fees, and charges paid and due to be paid by the Group
             in respect of its Consolidated Gross Borrowings during such period
             including without limitation:-
             (i)     capitalised interest;
             (ii)    finance lease charges; and
             (iii)   dividends on shares issued on the basis that they are or
                     may become redeemable; but excluding interest paid by
                     associates and joint ventures;

             "Consolidated Gross Borrowings" means at any time the aggregate of
             all obligations of the Group for the repayment of money, whether
             present or future, actual or contingent incurred in respect of:-
             (i)     money borrowed from all sources;
             (ii)    any bonds, notes, loan stock, debentures or similar
                     instruments;
             (iii)   acceptance credits, bills of exchange or documentary
                     credits;
             (iv)    shares issued on the basis that they are or may become
                     redeemable (at redemption value);
             (v)     gross obligations under finance leases;
             (vi)    the factoring of debts;
             (vii)   guarantees, indemnities or other assurances against
                     financial loss; and
             (viii)  amounts raised or obligations incurred in respect of any
                     other transaction which has the commercial effect of
                     borrowing.

<PAGE>   11
             For the avoidance of doubt, any liabilities in relation to trade
             debts, including any amounts owing to Zindart (HK) and any of its
             Subsidiary Undertakings which arise as a result of the supply of
             goods and services to the Group in the normal course of business
             and in relation to the Trade Receivables (the "Trade Debt"), shall
             be excluded in computing Consolidated Gross Borrowings. However,
             any amounts owed to Zindart (HK) and the Parent by the Group other
             than the Trade Debt (including the GBP8,106,000 subordinated
             loans outstanding at the date of this Agreement) shall be included
             in computing Consolidated Gross Borrowings;

             "Consolidated Net Cash Flow" means in relation to any accounting
             period of the Group, the Group's net cash flow from operating
             activities less the aggregate of (i) tax paid and (ii) Dividends
             paid;

             "Consolidated Net Tangible Assets" means at any time the aggregate
             of the amount paid up or credited as paid up on the issued share
             capital of the Borrower plus or minus (a) any amount standing to
             the credit or debit of the consolidated capital and revenue
             reserves of the Group (including any share premium account or
             capital redemption reserve) and (b) any credit or debit balance on
             the consolidated profit and loss account of the Group (excluding
             for the avoidance of doubt any amount attributable to minority
             interests), less the aggregate of any amounts attributable to:-

             (i)     pension fund prepayments (net of related deferred tax
                     provisions), capitalised goodwill or any other intangible
                     assets;
             (ii)    shares issued on the basis that they are or may become
                     redeemable (at redemption value);
             (iii)   advance corporation tax recoverable or deferred tax assets;
                     and
             (iv)    the upward revaluation of any asset after 31 March 2000
                     except to the extent that such revaluation is approved in
                     writing for the purposes of this definition by the Bank;

             "Consolidated PBIT" means, in relation to any accounting period of
             the Group, the profit/loss of the Group on ordinary activities
             before tax and after exceptional items but after ADDING back:-

             (i)     Consolidated Borrowing Costs (net of capitalised interest
                     and dividends on redeemable shares);
             (ii)    amortisation of goodwill and other intangible assets;
             (iii)   interest payable by associates and joint ventures;
             (iv)    the Group's share of operating losses arising in associates
                     and joint ventures; and
             (v)     the Group's share of exceptional losses arising in
                     associates and joint ventures;

             and after DEDUCTING:-
             (vi)    the Group's share of operating profits arising in
                     associates and joint ventures;
             (vii)   interest receivable by associates and joint ventures;
             (viii)  the Group's share of exceptional gains arising in
                     associates and joint ventures;
             (ix)    interest receivable and other similar income; and
             (x)     income from fixed asset investments; and

             "Dividends" means, in relation to any accounting period of the
             Group, all dividends on the Borrower's:-
             (i)     ordinary share capital; and
             (ii)    preference share capital (other than redeemable preference
                     shares).

             COMPLIANCE DATES
10.3         (a)       The dates for compliance with Clauses 10.1 are :-

                       (i)        each date as at which the financial statements
                                  produced pursuant to Clause 9.3(a)(i) are
                                  prepared;

                       (ii)       each date as at which the management accounts
                                  produced pursuant to Clause 9.3(a)(ii) are
                                  prepared for the financial periods ended 31
                                  March and 30th September each year (commencing
                                  30 September 2001); and

                       (iii)      each date as at which any additional accounts
                                  produced pursuant to Clause 9.3(a)(iv) are
                                  prepared.

             CALCULATION
10.4         The calculation of the financial covenants detailed in Clause 10.1
             shall:-

             (a)       be confirmed by the Bank with reference to the
                       accounts/financial statements/compliance certificates
                       produced pursuant to Clause 9.3(a). The calculation of
                       financial covenants detailed in Clause 10.1(b) and (c)
                       which are undertaken with reference to management
                       accounts produced in accordance with Clause 9.3(a)(ii)
                       shall be based on cumulative figures for the 12-month
                       period ended on each relevant date for compliance;

             (b)       be in accordance with the accounting principles and
                       policies applied in connection with the Base Accounts.


<PAGE>   12



             CONSISTENT APPLICATION OF ACCOUNTING PRINCIPLES
10.5         If any member of the Group (a) changes its accounting policies as
             applied in connection with the preparation of the Base Accounts
             whether as a result of a change in GAAP or otherwise, and/or (b)
             changes its financial year end, it shall immediately notify the
             Bank of the change to enable the Bank to determine whether the
             change affects the financial covenants in Clause 10.1. The Borrower
             and the Bank shall at the Bank's request negotiate in good faith
             with a view to agreeing such amendments to the financial covenants
             and/or the relevant definitions as set out in Clause 10.2 as may be
             necessary to provide the Bank with protection comparable to that
             granted as at the date of this Agreement. Any such amendments will
             be documented by means of a supplementary agreement between the
             Borrower and the Bank.

             COMPUTATION
10.6         If there is any dispute as to any computation under this Clause 10
             (including any amendment sought pursuant to Clause 10.5) or as to
             the interpretation of any of the relevant definitions in Clause
             10.2, the decision of the Bank shall, in the absence of manifest
             error, be conclusive and binding on the Borrower.

             Duration
10.7         The financial covenants set out in this Clause 10 shall remain in
             force so long as the Facility is available to the Borrower.


11           SECURITY

11.1         The obligations of the Borrower to the Bank under this Agreement
             shall be secured by:-

             (a)       all existing security, if any, held by the Bank for the
                       Borrower's liabilities; and

             (b)       security in the Bank's preferred form as follows:-

                       (i)        a Debenture creating fixed and floating
                                  charges over the Borrower's whole property and
                                  assets;

                       (ii)       an Unlimited Inter-company Guarantee among the
                                  Borrower, Corgi Classics, Inc., Lledo and Icon
                                  supported by:-

                                  (first)   a Security  Agreement by Corgi
                                            Classics,  Inc. creating fixed and
                                            floating charges over its whole
                                            property and assets;

                                  (second)  a Debenture by Lledo creating fixed
                                            and floating charges over its whole
                                            property and assets; and

                                  (third)   a Debenture by Icon creating fixed
                                            and floating charges over its whole
                                            property and assets;

                       (iii)      a charge(s) in a form satisfactory to the Bank
                                  of sums standing to the credit of all accounts
                                  at La Salle Bank, 135 South La Salle Street,
                                  Chicago, Illinois in the name of Corgi
                                  Classics, Inc.;

                       (iv)       a Letter of Non-reactivation in a form
                                  satisfactory to the Bank in relation to Corgi
                                  Sales Limited, Company Number 3057179, Corgi
                                  Toys Limited, Company Number 3057178, Bassett
                                  Lowke Limited, Company Number 3228564,
                                  Bassett-Lowke (Railways) Limited, Company
                                  Number 3240766, Blow-ko Limited, Company
                                  Number 3228159, Zindart (Bermuda) and IIH; and

             (c)       all future security which the Bank may from time to time
                       hold for the Borrower's liabilities.

11.2         The Bank reserves the right, at any time and from time to time
             hereafter at its discretion, to require the Borrower or any Group
             company to enter into or procure the entering into of such
             additional or replacement security acceptable to the Bank as the
             Bank may satisfy.

11.3         For the avoidance of doubt the Borrower acknowledges that all
             security held and to be held by the Bank shall unless the security
             document expressly states otherwise secure all the liabilities of
             the Borrower to the Bank of whatsoever nature.


<PAGE>   13



12           EVENTS OF DEFAULT

12.1         In the event that:-

             NON PAYMENT
             (a)       the Borrower fails to repay any Advance and/or interest
                       thereon on the due date (other than where the Borrower
                       demonstrates to the satisfaction of the Bank that such
                       failure is due to an administrative or technical payment
                       error, in which case the Borrower shall have 3 Business
                       Days from the due date to make such payment); or

             (b)       the Borrower fails to pay any other amount payable under
                       this Agreement within 3 Business Days of its due date; or

             MISREPRESENTATION
             (c)       any representation or warranty made or repeated by the
                       Borrower in this Agreement is or proves to have been
                       incorrect in any material respect when made or repeated;
                       or

             BREACH OF OTHER OBLIGATIONS
             (d)       the Borrower fails to comply with any provision of this
                       Agreement or the Borrower or any other grantor of
                       security fails to comply with any provision of the
                       security provided pursuant to Clause 11 and, where
                       capable of remedy, such failure is not remedied to the
                       reasonable satisfaction of the Bank within 10 Business
                       Days of the Bank giving notice to the Borrower or other
                       grantor requiring the Borrower or other grantor to remedy
                       the same; or

             CROSS DEFAULT
             (e)       the Borrower or any of its Subsidiaries defaults in the
                       performance of any other agreement for borrowed monies so
                       as to accelerate the due date of repayment thereunder or
                       such borrowed monies are not repaid in full on the due
                       date or repayment of any such borrowed monies is due on
                       demand and is not paid in full forthwith on such demand
                       being made provided that in the absence of any other
                       Event of Default, this provision shall not apply to
                       demand being made in respect of on demand facilities
                       being made available by the Bank to the Borrower from
                       time to time; or

             INSOLVENCY AND ANALOGOUS PROCEEDINGS
             (f)       the Borrower or any of its Subsidiaries is unable to pay
                       its debts within the meaning of Section 123 of the
                       Insolvency Act 1986 or the Borrower or any of its
                       Subsidiaries otherwise becomes insolvent or suspends
                       making payments to all or any class of its creditors or
                       announces an intention to do so; or

             (g)       any distress, diligence, execution, attachment or other
                       legal process affects the whole or a material part of the
                       assets of the Borrower or any of its Subsidiaries and is
                       not discharged within 21 days; or

             (h)       an administrative or other receiver or similar officer is
                       appointed of the whole or any part of the assets of the
                       Borrower or any of its Subsidiaries or the Borrower or
                       any of its Subsidiaries requests any person to appoint
                       such a receiver or similar officer or any other steps are
                       taken to enforce any charge or other security over any of
                       the property of the Borrower or any of its Subsidiaries;
                       or

             (i)       any order is made or any effective resolution is passed
                       or a petition (other than a petition which is frivolous
                       or vexatious or which is withdrawn within 21 days of
                       presentation for advertisement provided the Bank has been
                       notified of such petition prior to its advertisement) is
                       presented or other steps are taken for:-

                       (i)        the winding up, dissolution or liquidation of
                                  the Borrower or any of its Subsidiaries other
                                  than for the purpose of a reconstruction or
                                  amalgamation the terms of which have
                                  previously been approved by the Bank in
                                  writing; or

                       (ii)       the making of an administration order against
                                  the Borrower or any of its Subsidiaries; or

             (j)       any steps are taken by another creditor to repossess any
                       goods in the possession of the Borrower

<PAGE>   14

                       or any of its Subsidiaries under any hire purchase,
                       conditional sale, leasing, retention of title or similar
                       agreement in relation to an undischarged debt in excess
                       of GBP50,000; or

             CONTROL
             (k)       control of the Borrower passes without the consent of the
                       Bank to any person, firm or company acting either
                       individually or in concert or control of any of its
                       Subsidiaries passes without the consent of the Bank to
                       any party outside the Group; or

             US BANK ACCOUNT
             (l)        any steps are taken by another creditor which affect the
                        Bank's security over Corgi Classics, Inc.'s bank account
                        at La Salle Bank; or

             MATERIAL ADVERSE CHANGE
             (m)       any event occurs which in the reasonable opinion of the
                       Bank is likely to have a material adverse effect on the
                       ability of the Borrower to comply with its obligations
                       under this Agreement; or

             OTHER JURISDICTIONS
             (n)       any event occurs which, under the applicable law of any
                       relevant jurisdiction, has an analogous or equivalent
                       effect to any of the events detailed in this Clause 12.1

             then in any such case and at any time thereafter while such event
             is continuing the Bank may by written notice to the Borrower cancel
             the Facility, terminate the obligations of the Bank under this
             Agreement and declare:-

             (i)       any Advances outstanding together with accrued interest;
                       and

             (ii)      all other sums owing under this Agreement

             to be immediately due and payable whereupon the same shall become
             due and payable.

12.2         Without prejudice to the Bank's rights and remedies upon the
             occurrence of an Event of Default as detailed in Clause 12.1, in
             the event of a breach of the financial covenant detailed in Clause
             10.1(c), the Bank may, at its sole discretion, agree to waive the
             default in which case, interest will be charged at the Margin over
             the Bank's Base rate applicable at the relevant time.

12.3         Interest and/or commission shall continue to be charged on any
             outstanding Advances under this Agreement until all Advances are
             repaid and the outstanding interest, commission and other sums due
             in terms of this Agreement are paid in full.


13           FEES AND EXPENSES

13.1         The Borrower shall meet all costs, charges and expenses reasonably
             incurred (including the fees and expenses of any legal advisers
             whether directly employed by the Bank or who provide other services
             to the Bank) in connection with:-

             (a)       the preparation and execution of this Agreement; and

             (b)       the constitution and discharge of the security detailed
                       in Clause 11 and any further security granted in favour
                       of the Bank pursuant to Clause 11.

13.2         The Borrower shall meet all costs, charges and expenses incurred
             (including the fees and expenses of any legal advisers whether
             directly employed by the Bank or who provide other services to the
             Bank) in connection with:-

             (a)       the enforcement or preservation of the Bank's rights
                       under this Agreement and the security held by the Bank;

             (b)       any breach of any environmental law or regulation by the
                       Borrower or its Subsidiaries; and

             (c)       the occurrence of any Event of Default.

13.3         The Borrower shall pay to the Bank an arrangement fee of
             GBP30,000 on the date which is the earlier of (i) the date on
             which the Borrower first utilises the Facility and (ii) the date
             which is 5 Business Days after


<PAGE>   15

             this Agreement is signed on behalf of the Borrower.

13.4         The Borrower shall pay to the Bank a commitment commission
             calculated at the rate of 0.5% per annum on that part of the
             Facility Amount which remains unutilised from time to time during
             the Commitment Period. The commitment commission shall be charged
             with effect from 19th January 2001 and on the basis of actual days
             elapsed and a year of 365 days. Any sum due in respect of
             commitment commission shall be debited to a current account in name
             of the Borrower with the Bank quarterly in arrears. For the
             purposes of calculating commitment commission any reduction in the
             Facility Amount during a quarter will be deemed to take effect from
             the end of that quarter.

13.5         The Borrower authorises the Bank to debit any unpaid costs,
             charges, fees and expenses incurred pursuant to this Agreement to a
             current account in name of the Borrower with the Bank.


14           NOTICES

14.1         Every notice or other communication made under this Agreement shall
             unless otherwise stated be in writing (by way of letter, telex or
             facsimile transmission) and shall be given:-

             (a)       in the case of the Borrower to its registered office
                       marked for the attention of "The Company Secretary";

             (b)       in the case of the Bank to the Corporate Office.

14.2         Every notice or other communication shall be deemed to have been
             received:-

             (a)       in the case of a letter when delivered personally or two
                       days after its posting by first class post;

             (b)       in the case of a telex or facsimile transmission when
                       despatched.


15           MISCELLANEOUS

15.1         The Borrower may not assign or transfer any of its rights or
             obligations under this Agreement.

15.2         The Bank may assign all or any part of its rights or benefits under
             this Agreement to a Qualifying Bank without the consent of the
             Borrower provided that following any such assignment the Borrower
             will have no greater obligation to the assignee than it had to the
             Bank under the terms of this Agreement prior to such assignment and
             the Borrower will not be liable for any costs and expenses incurred
             in relation to any such assignment. The Bank may disclose to a
             prospective assignee or to any other person who may propose
             entering into contractual relations with the Bank in relation to
             this Agreement such information about the Borrower as the Bank
             shall consider appropriate.

15.3         No delay or omission on the part of the Bank in exercising any of
             its rights powers or privileges under this Agreement shall operate
             as a waiver thereof nor shall any single or partial exercise of any
             right power or privilege preclude any other or further exercise
             thereof or the exercise of any other right power or privilege.

15.4         The provisions of this Agreement will remain in full force and
             effect until the later of (a) the expiry date of the Commitment
             Period and (b) the date on which all Advances outstanding together
             with interest thereon and all other sums outstanding under the
             Agreement are repaid in full.

15.5         To the extent that there is any conflict between the terms of this
             Agreement and the security referred to in Clause 11, the provisions
             of this Agreement shall prevail.

16           LAW

16.1         This Agreement shall be governed by and construed in accordance
             with the laws of England.


<PAGE>   16



IN WITNESS WHEREOF this Agreement is executed by the duly authorised
representatives of the Bank and the Borrower.


For and on behalf of the Bank



Signature /s/ PAUL TANDY
          ......................

Date January 24, 2001
     ...........................

For and on behalf of the Borrower



Signature /s/ LEN KALKUN
          ......................

Date January 24, 2001
     ...........................




<PAGE>   17



                                    SCHEDULE

                            CERTIFICATE OF COMPLIANCE

To:        The Royal Bank of Scotland plc
           Leicestershire Corporate Business Centre
           St Johns House
           East Street
           Leicester
           LE1 6NB




Dear Sirs

CORGI CLASSICS LIMITED -(GBP)3,000,000 REVOLVING ADVANCE FACILITY AGREEMENT
DATED [                ] 2001 (THE "FACILITY AGREEMENT")
CERTIFICATE OF COMPLIANCE IN RESPECT OF THE FINANCIAL YEAR ENDED [             ]

The calculations of the tests set out in the financial covenants detailed in
Clause 10.1 are attached and the Borrower hereby confirms that the financial
covenants have been complied with on the Compliance Dates referred to in Clause
10.3 of the Facility Agreement.

Yours faithfully





for and on behalf of
CORGI CLASSICS LIMITED



 .........................................
Director/Secretary




<PAGE>   18








Extract from the Minutes of a Meeting of the Directors of

CORGI CLASSICS LIMITED (the "Company")




"After due consideration of all the circumstances and on being satisfied that it
is for the benefit of the Company and in the interests of the Company for the
purpose of carrying on its business to enter into a facility agreement (the
"AGREEMENT") in the form now produced in respect of a revolving advance facility
of GBP3,000,000 from The Royal Bank of Scotland plc (the "BANK")

It was resolved:

1.      That *                   be authorised to sign the Agreement on behalf
        of the Company; and

2.      That *                   be authorised to negotiate the drawing of any
        Advances under the Agreement and to sign and/or endorse any documents
        and notices required in connection with the Agreement on behalf of the
        Company."


I HEREBY CERTIFY that the foregoing is a true extract from the Minutes of a
Meeting of the Directors of the Company at which (all appropriate interests
having been declared) a quorum entitled to vote was present duly held on the
*      day of               and that a true copy of the Agreement has been
retained by the Company.




Secretary

* Please complete