LIMITED AMENDMENT TO STIPULATION OF SETTLEMENT



 





EXHIBIT 10.13









 





AMENDMENT TO STIPULATION OF SETTLEMENT





     THIS AMENDMENT TO STIPULATION OF SETTLEMENT (“Amendment”) is entered into
as of the          day of June, 2003 among GRAND TOYS INTERNATIONAL, INC.
(“GRAND”), and DANIEL ATKINS, MARK ATKINS, TERESA ATKINS, DOUGLAS ATKINS and
BRUCE MINOR (collectively, the “Defendants”).



RECITALS




         A.     Grand and Defendants entered into that certain Stipulation of
Settlement dated as of June 28, 2001 pursuant to which Grand and Defendants,
inter alia, stipulated and agreed to: (i) the settlement of all claims of Grand
against Limited Treasures, Inc. (“Limited”) and the Defendants for the sum of
$775,000 (the “Settlement Obligation”) and; (ii) the terms upon which the
Defendants would satisfy the Settlement Obligation (the “Payment Terms”).



         B.     Defendants are in default of the Payment Terms under the Stipulation of
Settlement.



         C.     Upon the terms and subject to the conditions herein, Grand and
Defendants desire amicably to resolve finally any and all disputes between or
among themselves that have arisen, or may arise, related to the Settlement
Obligation and Payment Terms.


NOW, THEREFORE, in consideration of the above recitals and of the mutual
promises and covenants contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Grand and the Defendants hereby agree as follows:




1.     Ratification of Settlement Obligation. The total amount of principal and
interest due and owing under the Stipulation of Settlement as of March 31,
2003, was $497,310.59. Defendants irrevocably and unconditionally acknowledge
that, except as modified and amended hereby, the Stipulation of Settlement is
in full force and effect and constitutes the valid, legal and binding
obligations of Defendants and, except as modified hereby, the terms of the
Stipulation and Settlement shall apply to this Amendment and are incorporated
herein by reference.



2.     Amendment of Stipulation of Settlement.


(a)     Section 1(b) of the Stipulation of Settlement is amended in full to read as
follows:




          “(i)     The sum of $15,000 per month for a period of twenty-six (26)
consecutive months beginning on April 30, 2003, payable on the last day of each
month, all as set forth on the revised amortization schedule annexed hereto as
Annex B; and



          (ii)     The balance of $165,789.34, payable on May 30, 2005.”



 









 



(b)     Section 2 of the Stipulation of Settlement shall be amended in full to read
as follows:




         “(i)     The Settlement Obligation shall bear interest at the rate of
nine percent (9%) per annum through March 31, 2003.



         (ii)     Commencing as of April 30, 2003, the Settlement Obligation shall bear
interest at the rate of six percent (6%) per annum which has been calculated
into the revised amortization table annexed hereto as Annex B.”



     3.     Acknowledgments of the Defendants. Defendants acknowledge and agree
as follows:



         (a)     Reaffirmation of Recitals. Recitals A through C are true and
correct as of the date hereof, and form an integral part of this
Amendment.



         (b)     Modification; No Waiver or Novation. Except as expressly set forth
herein, this Amendment shall not constitute: (i) a waiver, release, amendment,
or modification of, or agreement to forbear from exercising any rights,
remedies, or causes of action which Grand may possess as of the date hereof or
which arise or accrue after the date hereof, which arise out of, under or with
respect to this Amendment, the Stipulation of Settlement or any document
executed in connection therewith, other than as expressly set forth herein;
(ii) an agreement to negotiate with one or more of the Defendants; (iii) an
agreement to amend or modify the Stipulation of Stipulation; or (iv) a course
of conduct or course of dealing relating to any one or more of the above.



         (c)     Liens. Defendants acknowledge and agree that until the satisfaction
of the Payment Obligations, Grand’s liens in certain assets of Defendants and
Limited will continue to be valid, binding and enforceable liens which secure
Defendants’ obligations under the Stipulation of Settlement and this Amendment.



         (d)     No Defenses. Defendants do not have, nor shall have, any defense,
counterclaim, offset, claim or demand which could be asserted to reduce or
eliminate all or any part of any of their obligations under the Stipulation of
Settlement and this Amendment, or which could be asserted to mitigate or excuse
any defaults by Defendants in the payment or the performance of their
obligations. Defendants will not assert any presently existing cause of
action, claim, or demand against Grand, for any matter arising out of or in
connection with the Stipulation of Settlement and this Amendment.



     4.     Miscellaneous.



         (a)     This Amendment may be executed in one or more counterparts, each of
which shall be deemed an original and all of which together shall constitute
one and the same instrument.



         (b)     Except as specifically amended hereby, the terms and provisions of
the Stipulation of Settlement are, and shall remain, in full force and effect.
In the event of a conflict between the terms of the Stipulation of Settlement
and this Amendment, this Amendment shall control.



         (c)     This Amendment is the result of negotiations between Defendants and
Grand, and has (to the extent deemed necessary by each party) been reviewed by
their respective counsel, and is the product of the efforts of all parties. No
party’s involvement in the preparation of this



 









 





Amendment for the convenience of
all parties shall be construed against such party solely by virtue of such
preparation.



         (d)     This Amendment shall be governed by, and construed and enforced in
accordance with, the laws of the State of New York, excluding conflict of laws
principles that would cause the application of laws of any other jurisdiction.



         (e)     The headings of the Sections hereof are for convenience only and
without substantive meaning, and shall not be used in interpreting any
provision of this Amendment.



         (f)     This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
delivered shall be deemed an original, but all of which counterparts shall
constitute but one and the same instrument. Delivery of an executed
counterpart of a signature page to this Amendment by facsimile transmission
shall be effective as delivery of a manually executed counterpart thereof.



         (g)     Any provision of this Amendment may be amended by a written
instrument signed by Defendants and Grand.



         (h)     Each party acknowledges that no other party, nor any agent or
attorney of any party, has made any promise, representation or warranty
whatsoever, express or implied, not expressly contained herein, concerning the
subject matter hereto so as to induce such party to execute this Amendment, and
each party acknowledges that he has not executed this Amendment in reliance
upon any promise, representation or warranty not contained herein.



     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first above written.



	 	 	 	 	 
	GRAND TOYS INTERNATIONAL, INC.
	 	 
	 
	By:
	 	/s/ Tania M. Clarke
	 	/s/ Daniel Atkins
	 	 	
	 	

	Name:
	 	Tania M. Clarke	 	DANIEL ATKINS
	Title:
	 	Executive VP and CFO	 
	
	 	 	 	/s/ Mark Atkins
	

	 	 	 	

	

	 	 	 	MARK ATKINS
	 
	

	 	 	 	/s/ Teresa Atkins
	

	 	 	 	
 
	

	 	 	 	TERESA ATKINS
	 
	

	 	 	 	/s/ Douglas Atkins
	

	 	 	 	
 
	

	 	 	 	DOUGLAS ATKINS
	 
	

	 	 	 	/s/ Bruce Minor
	

	 	 	 	
 
	

	 	 	 	BRUCE MINOR