COFACE RECEIVABLES FINANCE LIMITED

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:		Xxxxxxxx Xxxx
		Xxxxxxxx Xxxxxxxx Xxxx
		Xxxxxxxxx
		XX00 0XX
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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