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EXHIBIT 4.19




COFACE RECEIVABLES

FINANCE LIMITED




Receivables Finance

Agreement








This document is important. If you are in any doubt about its effect then,
before you sign it, you should consult your solicitors or accountants about
your resulting obligations








 









 





We, Coface Receivables Finance Limited, (English Company Number 04933860), agree with you, the
Client referred to in the Client Particulars at the end of this document to provide you with a
receivables finance facility as set out below which are also subject to our separate Standard Terms
and Conditions.





	1.	 	Date and Commencement
	 
	 	 	This Agreement is made on the date shown before the signatures below and its Commencement
Date is                                          2006.
	 
	2.	 	Type of Facility
	 
	 	 	You will sell to us and we will purchase your Debts on the following basis:






	 	2.1	 	You have an invoice discounting facility, which means you will maintain the
sales ledger;
	 
	 	2.2	 	We appoint you until further notice to act as our undisclosed collection agents
to collect Debts from your Customers.
	 
	 	2.3	 	A recourse basis applies which means that if a Debt is not paid to us by the
end of the Funding Period, you must repay to us what we have already paid to you.
	 
	 	2.4	 	Your Debts to which the Agreement applies are:






	 	•	 	All UK Debts and all Export Debts from the following Approved Countries
	 
	 	•	 	As defined in your insurance policy held with Coface






	 	 	 	and which are invoiced in the currency(ies) set out in paragraph 2.6
	 
	 	2.5	 	We will purchase your Debts invoiced in Sterling. You also have a Foreign
Currency Facility so we will purchase your Debts invoiced in Approved Currencies and we
will pay the Purchase Price only in the Approved Currency of the Debt
	 
	 	2.6	 	Approved currencies are: GBP, Euro and USD




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	3.	 	Facility Particulars







	 	 	 	 	 	 	 
	3.1	 	The Early Payment Percentage is (definition of “Availability”):
	 	 	75 	*%
	 	 	 
	 	 	 	 
	3.2	 	The Maximum Funds In Use must not exceed (condition 10.8):
	 	£	5,000,000	 
	 	 	 
	 	 	 	 
	3.3	 	The
Funding Period from the invoice date of a Debt is: (conditions 11.5 and 11.8.7):
	 	123 Days	 
	 	 	 
	 	 	 	 
	3.4	 	The Early Payment Charge is at the following rate per
annum above Base Rate (conditions 4.1.3, 10.6, 11.1.2 and 11.2):
	 	 	1.75	%
	 	 	 
	 	 	 	 
	 	 	but with a minimum Early Payment Charge of:
	 	 	3	%
	 	 	 
	 	 	 	 
	3.5	 	The Service Fee is at the following percentage of the Notified
Value of each Debt (conditions 4.1, 11.1, 11.3):
	 	 	0	%
	 	 	 
	 	 	 	 
	 	 	but with a minimum Service Fee in each twelve month period
commencing on the first day of the month following the
Commencement Date and each anniversary thereof of:
	 	£	12,000	 
	 	 	 
	 	 	 	 
	3.6	 	The Extended Service Fee is at the following percentage of the
Notified Value of each Debt for each 30 day period or part
thereof after the end of the Funding Period that the Debt
remains outstanding (condition 11.5);
	 	 	0	%
	 	 	 
	 	 	 	 
	3.7	 	The Arrangement Fee payable on signature of this Agreement is
(condition 11.1.1);
	 	£	1,000	 
	 	 	 
	 	 	 	 
	3.8	 	The Annual Review Fee payable on each anniversary of the
Commencement Date after each month end is (condition 11.1.5):
	 	£	0	 
	 	 	 
	 	 	 	 
	3.9	 	The Concentration Limit is (definition of “Concentration Limit”
and “Unapproved Debt”):
	 	 	30	%
	 	 	 
	 	 	 	 
	3.10	 	The Shortfall Amount is (condition 14.1.5):
	 	£	25	 
	 	 	 
	 	 	 	 
	3.11	 	The Monthly Returns date after month end is (condition 19.5):
	 	10 Days	 
	 	 	 
	 	 	 	 
	3.12	 	The Default Funding Limit per Customer is (condition 5.1):
	 	£	10,000	 








 




			
	*	 	It has been agreed that the Early Payment Percentage will be increased to 85% for a period of
two months from commencement




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	4.	 	The additional conditions to be completed before we will make Early Payments are:






	 	•	 	Our obtaining confirmation that there are no outstanding judgments
registered against any Director or Shareholder
	 
	 	•	 	We are to be noted as loss payee on the credit insurance policy that you
hold with us
	 
	 	•	 	Satisfactory completion of Anti-Money Laundering processes
	 
	 	•	 	Receipt of account to year end 31.3.2006






	5.	 	Additional Conditions applying at all times






	 	•	 	You will supply us with a Sales Ledger Reconciliation, aged debtors, aged
creditors and monthly management accounts by the 10th of the following month
	 
	 	•	 	All monies received from your customers to be paid into a trust account set
up by and controlled by us
	 
	 	•	 	Copy invoices, orders and delivery notes will be held by you to our order
and copies provided to us at our request
	 
	 	•	 	Full customer trading styles and addresses and also payment terms are shown
on all Invoices
	 
	 	•	 	Initially we will require your account to be subject to quarterly audits, we
will bear the cost of one audit per annum. Audits will be dispersed to your
account subject to the rates as shown on our standard tariff






	6.	 	Your account will be subject to our Standard Tariff Fees as varied from time to time. Our
current Tariff Fees are attached.




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	CLIENT PARTICULARS
	 	 
	 
	 	 
	NAME:

	 	Corgi Classics Ltd
	 
	 	 
	COMPANIES REGISTRATION NO:

	 	 03034370
	 
	 	 
	*REGISTERED IN ENGLAND AND WALES
	 	 
	 
	 	 
	ADDRESS:

	 	Meridian East
	 
	 	 
	 

	 	Meridian Business Park
	 
	 	 
	 

	 	Leicester
	 
	 	 
	 

	 	LE19 1RL
	 
	 	 
	NATURE OF YOUR BUSINESS:

	 	Design, marketing and distribution of
precision die cast collectables.
	 
	 	 





	 	 	 
	YOUR CREDIT TERMS:

	 	For Customers in the U.K; these do not exceed 90 days
from date of invoice with a settlement discount not
exceeding 0%.
	 
	 	 
	 

	 	For Customers In Approved Countries these do not exceed
90 days from date of Invoice with a settlement discount
not exceeding 0%.






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SIGNATURES



To confirm the respective consent of each party to this Agreement (including its separate Standard
Terms and Conditions) and to acknowledge having had the opportunity to take independent legal
advice both parties have executed and delivered this Agreement as a deed below on the                 day
of            2006.




Signed on behalf of the Client by the following who are duly authorised




Director’s Signature




Director’s Full Names




Director and/Company Secretary’s

Signature




Director and/Company Secretary’s

Full Names




*Delete as appropriate



Signed by the following as attorney for Coface Receivables Finance Limited in the presence of the
witness stated below




Attorney’s Signature




Attorney’s Name




Witness’s Signature




Witness’s Name




Witness’s Address




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Standard Tariff Fees



The following list of standard fees will be debited to your account as appropriate;




	 	 	 
	Excess Facility Fee

	 	 1% of value
	 

	 	 To a minimum of £100
	 
	 	 
	CHAPS Payments

	 	 £30
	 
	 	 
	BACS Payments

	 	 Free of charge
	 
	 	 
	Payments in Currencies other than Facility Currency

	 	 £50 + banks costs
	 
	 	 
	Payments to Third Parties

	 	 £50
	 
	 	 
	Legal Action Letters

	 	 £10
	 
	 	 
	Unpaid Remittance

	 	 £15
	 
	 	 
	Alteration to Agreement Operating Terms

	 	 £100
	 
	 	 
	Copy Statements/Reports
(greater than 3 months old)

	 	 £10 per document
	 
	 	 
	Audit / Special Visits

	 	 £500 per day
	 
	 	 
	Audit / Bank Letters

	 	 £50
	 
	 	 
	Document Registration Fee

	 	 £150
	 
	 	 
	Trust Account Charges

	 	 As charged by our bankers







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