0000950130-97-003690 Sample Contracts

GUARANTY
Guaranty • August 14th, 1997 • Just Toys Inc • Games, toys & children's vehicles (no dolls & bicycles)

In order to induce you to enter into a certain Factoring Agreement bearing the effective date of July 26, 1995 with Just Toys, Inc., 50 West 23rd Street, New York, New York 10010 (hereinafter referred to as the "Client") and/or to induce you to refrain at this time from terminating said agreement and/or in consideration of any loans, advances, payment, extensions of credit, benefits or financial accommodations heretofore or hereafter made, granted or extended by you or which you have or will become obligated to make, grant or extend to or for the account for the Client, the undersigned (and each of them if more than one) guarantees without deduction by reason of set-off, defense, or counterclaim of any party, or loss of contribution from any co-guarantor hereunder, the due performance of all of the Client's contracts and agreements with you, both present and future and any and all subsequent renewals, extensions, continuations, modifications, supplements and amendments thereof, and the

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STOCK OPTION
Stock Option Agreement • August 14th, 1997 • Just Toys Inc • Games, toys & children's vehicles (no dolls & bicycles)
EXHIBIT 10.3 MORTGAGE AND SECURITY AGREEMENT Dated: May 9, 1997 in the amount of
Mortgage and Security Agreement • August 14th, 1997 • Just Toys Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
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