Exhibit 10.93(a)
Fixture Financing Leases
LEASE AGREEMENT
TO OUR VALUED CUSTOMER: This Lease has been written in "Plain English" When
we use the words you and your in this Lease, we mean you, our Customer, which is
the Lessee indicated below When we use the words We, US, and our in this Lease,
we mean the Lessor,
Pacifica Capital
CUSTOMER Play Co. Toys & Entertainment Corp. Approval
Information ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Lease
The Block in Orange - ▇▇ ▇▇▇▇ ▇▇▇▇. ▇▇▇▇, #▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
SUPPLIER ▇▇▇▇▇▇ Corporation
INFORMATION Street Address/City/State/Zip Supplier Phone
▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
EQUIPMENT Quantity Make/Model Serial Number
DESCRIPTION Store Fixtures
See Exhibit A Attached Hereto And Made A Part Hereof
END OF LEASE (Check one applicable box. If no box is checked, the fair market value will apply.)
PURCHASE
OPTION Fair Market Value Purchase Option x Fixed Price Purchase Option of $1.00
Fixed Price Purchase Option % of the total Cash Price
TERM AND Lease Term (months) Lease Payment
LEASE PAYMENT 60 $963.61
SCHEDULE
You agree to pay at the time you sign this Lease
A) Total Advance Lease Payment (Mos) = $ 1 ,927. 22
B) Salesluse Tax on Advance Lease Payment = $ inc.
LEASE PAYMENT C) One-time Documentaurso Fee = $ 500.00
0) Total of A + B + C = $ 2,427.22
If more than one Lease Payment is required in advance. the additional
amount will be applied at the end of the original or any renewal term.
INSURANCE You are required to provide and maintain insurance related
& TAXES to the Equipment, and to pay any property, use another
taxes refitted to this Lease or the Equipment (See Sections
4 and 6 on the back of this Lease) If you are tax-exempt,
you agree to furnish us with satisfactory evidence
of your exemption
TERMS AND CONDITIONS BY SIGNING THIS LEASE: (I) YOU ACKNOWLEDGE THAT YOU
HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS ON THE FRONT AND BACK OF THIS
LEASE, (II) YOU AGREE THAT THIS LEASE IS A NET LEASE THAT YOU CANNOT TERMINATE
OR CANCEL, YOU HAVE AN UNCONDITIONAL OBLIGATION TO MAKE ALL PAYMENTS DUE UNDER
THIS LEASE, AND YOU CANNOT WITHHOLD, SET OFF OR REDUCE SUCH PAYMENTS FOR ANY
REASON, (III) YOU WILL USE THE EQUIPMENT ONLY FOR BUSINESS PURPOSES, (IV) YOU
WARRANT THAT THE PERSON SIGNING THIS LEASE FOR YOU HAS THE AUTHORITY TO DO SO
AND TO GRANT THE POWER OF ATTORNEY SET FORTH IN SECTION 7 OF THIS LEASE, (V) YOU
CONFIRM THAT YOU DECIDED TO ENTER INTO THIS LEASE RAThER THAN PURCHASE THE
EQUIPMENT FOR THE TOTAL CASH PRICE, AND (VI) YOU AGREE THAT THIS LEASE WILL BE
GOVERNED BY THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS AND YOU CONSENT TO THE
JURISDICTION OF ANY COURT LOCATED WITHIN MASSACHUSETTS. YOU AND WE EXPRESSLY
WAIVE ANY RIGHTS TO A TRIAL BY JURY.
Pacifica Capital Play Co. Toys &
Entertainment Corp.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Pres. of Gen. Ptr. ▇▇▇▇▇ ▇▇▇▇▇▇, Chief Financial Officer
THIS PERSONAL GUARANTY CREATES SPECIFIC LEGAL OBUGATIONS When we use the
we, us, and our in this personal Guarantee. we mean the lessor named above
In consideration of Our entering into the lease agreement identified above
("Lease"). you unconditionaly and irrevocably guarantee to us, our successors
and assigns the prompt payment and performance of all obligations of the
Customer identified above ("Leasee") under the Lease. You agree that this is a
guaranty of payment and not of collection and that we can proceed directly
against you without first proceeding against the Lessee or against the equipment
covered by the Lease. You waive all defenses and notices including those of
protest, presentment and demand. You agree that we can renew, extend or
otherwise modify the terms of the Lease and you will be bound by such changes.
If the Lessee defaults under the Lease. you will immediately perform all
obligations of the Lessee under the Lease, including, but not limited to, paying
all amounts due under the Lease. You will pay to us all expenses, including
attorneys' fees) incurred by us in enforcing our rights against you the Lessee
This is a continuing guaranty that will not he discharged or affected by your
death and will bind your heirs and personal representatives. You waive any
rights to seek repayment from the Leasee in the event you must pay us if more
than one personal guarantor has signed this Personal Guaranty, each of you agree
that your liability is joint and several. You authorize us any of our affiliates
to obtain credit bureau reports regarding your personal credit and make other
creat inquiries that we determine are necessary.
THIS PERSONAL GUARANTY IS GOVERNED BY THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS YOU CONSENT TO THE JURISDICTION OF ANY COURT LOCATED WITHIN
MASSACHUSETTS YOU EXPRESSLY WAIVE ANY RIGHT TO A TRIAL BY JURY.
Personal Guarantor (no title) Personal Guarantor (no title)
Print Name Print Name
Home Street Address/City/State/Zip Home Street Address/City/State/Zip
EXHIBIT "A"
▇▇ ▇▇▇ ▇▇▇▇▇▇,▇▇▇,▇▇ ▇▇▇▇
▇▇ ▇▇▇ ▇▇▇▇▇▇,▇▇▇,▇▇ BASE
10 PLT UPRITE,66H,06 BASE
24 PLT ▇▇▇▇▇▇,▇▇▇,▇▇ ▇▇▇▇
▇▇ ▇▇▇ ▇▇▇▇▇▇,▇▇▇,▇▇ BASE
60 PLT UPRITE,96H,06 BASE
9 PLT S STYLE DECK,36WX160
2 PLT S STYLE DECK,36WX19D
24 PLT S STYLE DECK,36WX22D
9 PLT S STYLE DECK,48WX13D
74 PLT S STYLE DECK,48WX16D
10 PLT S STYLE DECK,48WX19D
64 PLT S STYLE DECK,48WX22D
30 PLT S STYLE SHELF,36WX13D
60 PLT S STYLE SHELF,36WX15D
40 PLT S STYLE SHELF,36WX17D
40 PLT S STYLE SHELF,36WX19D
6 PLT S STYLE SHELF,36WX22D
50 PLT S STYLE SHELF,48WX13D
270 PLT S STYLE SHELF,48WX15D
140 PLT S STYLE SHELF,48WX17D
120 PLT S STYLE SHELF,48WX19D
30 PLT S STYLE SHELF,48WX22D
6 PLT BACK,36WX30H,36H UPRITE OR 30H UPPERM PEG
6 PLT BACK,36WX48H,54H UPRITE OR 48H UPPER, PEG
6 PLT BACK,36WX60H,66H UPRITE OR 60H UPPER,PEG
6 PLT BACK,36WX66H,72H UPRITE OR 66H UPPBR,PEG
30 PLT BACK,48WX30H,36H UPRITE OR 30H UPPER,PEG
30 PLT BACK,48WX48H,5411 UPRITE OR 48H UPPER,PEG
2 PLT BACKM48WX6OH,66H UPRITE OR 60H UPPER,PEG
20 PLT BACK,48WX6611,72H UPRITE OR 66H UPPER,PEG
16 N/A CENTER RAIL,48W
16 PLT PLICER RAIL,48W
100 PLT TOP RAIL,48W
This Exhibit "A" is affached to and a part of Lease No. ___________and
constitutes a true and accurate description of the equipment.
LESSEE Play Co. Toys & Entertainment Corp.
By ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Chief Financial Officer
LESSOR: Pacifica Capital
By: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Pres. of Gen. Ptr. Date: 3/24/99
page 1 of 3
EXHIBIT "A"
4 N/A CENTER RAIL,36W
4 PLT SPLICER RAIL,36W
20 PLT TOP RAIL,36W
150 PLT SLOTWALL CENTER RAIL,48W
24 PLT SLOTWALL CENTER RAIL, 36W
36 GLV SLOTWALL BACK SPACER CLIP
30 PLT SLOTWALL SPLICER RAIL,48W
6 PLT SLOTWALL SPLICER RAIL,36W
100 PLT BOTTOM RAIL,48W,HEAVY DUTY
22 PLT BOTTOM IUJL,36W,HEAVY DUTY
110 PTD BASE BRKT,22D,06 BASE
24 PTD BASE BRKT,19D,06 BASE
100 PTD BASE BRKT,16D,06 BASE
12 PTD BASE BRKT,13D,06 BASE
21 CHR BASE ENDTRIM,22D,06 BASE,PAIWLH/RTI
12 CHR BASE ENDTRIM, 1 9D,06 BASE,PAIR-LH/RH
20 CHR BASE ENDTRIM,16D,06 BASE,PAIR-LH/RH
3 CHR BASE ENDTRIM,13D,06 BASE,PAIRLH/Rll
34 CHR CLOSED FRONT,36W,06 BASE
34 CHR CLOSED BASE FRONT,48W,06 BASE
2 PLT END MDSE PANEL,36WX60H,06 BASE,PTDSLOTWL
3 PLT END MDSE PANEL,48WX66H,06 BASE,PTDSLOTWL
5 PLT END MDSE PANEL,48WX72H, 06 BASE,PTDSLOTWL
6 PLT END MDSE PANEL,36WX84H,06 BASE,PTDSLOTWL
8 109 END DECK,35WX16D,06 BASE
8 109 END DECK,47WX19D,06 BASE
7 IGR WIDESPAN UPRITE FRAME,24DX96H
38 IGR WIDESPAN BEAM,96L,STD DUTY
38 IGR WIDESPAN SHELF SUPPORT,24D,STD DUTY
4 804 WIDESPAN PARTBD SHELF,96WX24D,STD DUTY
15 ZNC WIDES PAN SHELF,96WX24D, WIREGRID
2 SAT DOORKIT,36WX5 lH,GLASS,W/LOCK
9 SAT DOORKIT,48WX40H,GLASS,W/LOCK
16 SAT DOORKIT,48WX5 lH,GLASS,W/LOCK
This Exhibit "A" is aflached to and a part of Lease No. and constitutes a
true accurate description of the equipment.
LESSEE:Play Co Toys & Entertainment Corp.
By:
▇▇▇▇▇ ▇▇▇▇▇▇ Title: Chief Financial
Officer
LESSOR: Pacifica Capital
By: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Pres. of Gen. Ptr. Date: 3/24/99
page 2 of 3
3 SAT DOORKIT,48W,87H,TEMP GLASS,W/LOCK
2 PLT DOORKIT ENDTRIM,22DX87H
4 PLT DORKIT ENDTRIM,19DX87H
8 PLT DOORKIT ENDTRIM,22DX51H
4 PLT DOORKIT ▇▇▇▇▇▇▇,▇▇▇▇▇▇▇
▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇,▇▇▇▇▇▇▇
4 CLRBCP GLASS SHELF ASSEMBLY
4 CLRBCP GLASS SHELF ASSEMBLY
8 CLRBCP GLASS SHELF ▇▇▇▇▇
▇ CLRBCP GLASS SHELF ▇▇▇▇▇
▇ CLRBCP GLASS SHELF ▇▇▇▇▇
▇▇ CLRBCP GLASS SHELF ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇ GLASS SHELF ▇▇▇▇▇
▇▇ CLRBCP GLASS SHELF ▇▇▇▇▇
▇▇ CLRBCP GLASS SHELF ▇▇▇▇▇
▇▇ CLRBCP GLASS SHELF ASSEM
100 GLV CANOPY BRKT,FOR ▇▇▇ CANOPY
25 WHT CANOPY LITE BRKT,FOR UNDER SHELF APPL
20 GLV BASE BRACKET ANCHOR LATE,PACK OF 10
20 PLT UPRITE TOP CAP,PACK OF TEN
6 PLT8RG 4 WAY DISPLAY,24DX54H,W/DECK,SLOTWL/MTK
▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇,▇▇▇▇▇▇▇
▇▇ ▇▇▇ ▇▇ STYLE SHELF,24WX07D
148 N/A SHELF ALIGNMENT/WALLSECTION BASE PIN
3 GLV LEVELING LEG WRENCH
1 N/A MATERIAL SAFETY DATA SHEET/FORM #1461 7B
1 N/A INST.INST, BASIC SHELVING - ADD ON
2 PLT S STYLE SHELF, 36WC13D
2 PLT S STYLE SHELF,48WX13D
2 PLT S STYLE SHELF 48WX15D
16 PLT SLOTWALL SPLICER RAIL,48W
This Exhibit "A" is attached to and a part of Lease No. and constitutes a
true and accurate description of the equipment.
LESSEE: Play Co. Toys & Entertainment Corp.
▇▇▇▇▇ ▇▇▇▇▇▇ Title: Chief Financial Officer Date
LESSOR: Pacifica Capital
By: Pres. of Gen. Ptr. Date: 3/24/99
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
page 3 of 3
DELIVERY & ACCEPTANCE
DELIVERY AND
ACCEPTANCE CERTIFICATE
By signing below, you, the Lessee, agree:
A) That all equipment described in the lease identified below ( Equipment")
has been delivered, inspected, installed and is unconditionally and irrevocably
accepted by you as satisfactory for all purposes of the lease and
B) That we, the Lessor named on the front of the lease identified below are
authorized to purchase the Equipment and start billing you under the lease
Lessee Name
Play Co. Toys & Entertainment Corp.
Authorized Signature
▇▇▇▇▇ ▇▇▇▇▇▇
Title Date
Chief Financial Officer 3/24/99
ASSIGNMENT OF INVOICE
KNOW ALL MEN BY THESE PRESENTS: THAT REFERENCE IS HEREBY MADE TO that
ce~ain equipment Lease dated 3/3/99 by and between ______________ ------ Play
Co. Toys & Entertainment Corn. (Lessee), and Pacifica Capital (Lessor), and in
which Playco Toys (Assignor, for purposes of this Assignment of Invoice only)
has a certain interest, that pursuant thereto,
Lessee and Lessor mutually agreed that the subject leased personal property
would be ordered by Lessor and purchased from the equipment vendor(s) with said
vendor directly invoicing Lessor. In that vendor(s) erroneously invoiced
Assignor, said invoice has not been paid by Assignor nor Lessee but rather has
been forwarded to Lessor. It was not the intention of Assignor or Lessee to
acquire any rights, title or interest in the subject equipment.
Assignor hereby assigns and conveys to Pacifica Capital (Lessor) all of its
right, title and interest that it may have in and under that certain Vendor
Invoice No. 156652-OOO~OO dated 11/02/98 , from ▇▇▇▇▇▇ Corporation (\,endor),
attached hereto and in the equipment identified therein (Equipment). Assignor
represents and warrants that Assignor has the right to assign said Invoice, and
that acceptance of such assignment and payment of the purchase price shall vest
full right, title and interest in the Equipment in Pacifica Capital (Lessor)
free from any claims and encumbrances
IN WITNESS WHEREOF, Assignor has hereunto executed this document this
__________ day of 1999
Assignor: Play Co. Toys & Entertainment Corp.
By: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Chief Financial Officer
CORPORATE RESOLUTION TO LEASE
RESOLVED, that this corporation, Play Co. Toys & Entertainment Corp. lease
from Pacifica Capital hereinafter referred to as Lessor, such items of personal
property, and upon such terms and conditions as the officers hereinafter
authorized, in their discretion, may deem necessary or advisable now or in the
future.
RESOLVED FURTHER, that the following authorized officers of this
corporation
Chief Financial Officer ▇▇▇▇▇ ▇▇▇▇▇▇
Title Name Signature
be and they hereby are authorized, directed and empowered in the name of
this corporation, to do or cause to be done all such further acts and things as
they shall deem necessary, advisable, convenient, or proper in connection with
the execution and delivery of any such lease or leases and in connection with or
incidental to the carrying of the same into effect, including without limitation
on the scope of the foregoing, the execution, acknowledgment, and delivery of
any and all instruments and documents which may be reasonably required by Lessor
under or in connection with any such lease
RESOLVED FURTHER. that Lessor is authorized to act upon this resolution
until written notice of its revocation is delivered to Lessor, and that the
authority hereby granted shall apply with equal force and effect to the
successors in the office of the officers herein named, and further that said
officers have deemed said leases and agreements to be in the best interests of
this corporation, and the execution of such lease agreements by said officers
shall be conclusive evidence of their approval thereof.
I, ▇▇▇▇▇▇▇ ▇▇▇▇▇ President of Play Co. Toys & Entertainment Corp., a
corporation, incorporated under the laws in the State of Del aware do hereby
certify that the foregoing is a full, true and correct copy of resolutions of
the Board of Directors of the said corporation, adopted at a meeting, which was
duly and regularly called and held in all respects as required b law, and the
by-laws of the said corporation, at the office thereof on the /3rd day of /
~arch ,igV__99, at which meeting a quomm was present and in favor of said
resolution. I further certify that said resolutions are still in full force and
effect and have not been amended or revoked and that the specimen signatures
appearing herein are the signatures of the officers authorized to sign for this
corporation by the said resolutions.
IN WITNESS WHEREOF, I have hereunto set my hand as~such President and
affixed the corporate seal of the said corporation, this 3rd day of March, 1999
SEAL
▇▇▇▇▇▇▇ ▇▇▇▇▇
President of Play Co. Toys & Entertainment Corp.
[GRAPHIC OMITTED]
[GRAPHIC OMITTED]
LEASE AGREEMENT
TO OUR VALUED CUSTOMER: This Lease has been written in "Plain English" When
we use the words you and your in this Lease, we mean you, our Customer, which is
the Lessee indicated below When we use the words We, US, and our in this Lease,
we mean the Lessor,
Pacifica Capital
CUSTOMER Play Co. Toys & Entertainment Corp. Approval
Information ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Lease
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇., #▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 760-471-4504
SUPPLIER ▇▇▇▇▇▇ Corporation
INFORMATION Street Address/City/State/Zip Supplier Phone
▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
EQUIPMENT Quantity Make/Model Serial Number
DESCRIPTION Store Fixtures
See Exhibit A Attached Hereto And Made A Part Hereof
END OF LEASE (Check one applicable box. If no box is checked, the fair market value will apply.)
PURCHASE
OPTION x Fair Market Value Purchase Option Fixed Price Purchase Option of $1.00
not to exceed 5%
Fixed Price Purchase Option % of the total Cash Price
TERM AND Lease Term (months) Lease Payment
LEASE PAYMENT 60 $849.00
SCHEDULE
You agree to pay at the time you sign this Lease
A) Total Advance Lease Payment (Mos) = $ 1,698.00
B) Salesluse Tax on Advance Lease Payment = $ inc.
LEASE PAYMENT C) One-time Documentaurso Fee = $ 0.00
D) Total of A + B + C = $ 1,698.00
If more than one Lease Payment is required in advance. the additional
amount will be applied at the end of the original or any renewal term.
INSURANCE You are required to provide and maintain insurance related
& TAXES to the Equipment, and to pay any property, use another
taxes refitted to this Lease or the Equipment (See Sections
4 and 6 on the back of this Lease) If you are tax-exempt,
you agree to furnish us with satisfactory evidence
of your exemption
TERMS AND CONDITIONS BY SIGNING THIS LEASE: (I) YOU ACKNOWLEDGE THAT YOU
HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS ON THE FRONT AND BACK OF THIS
LEASE, (II) YOU AGREE THAT THIS LEASE IS A NET LEASE THAT YOU CANNOT TERMINATE
OR CANCEL, YOU HAVE AN UNCONDITIONAL OBLIGATION TO MAKE ALL PAYMENTS DUE UNDER
THIS LEASE, AND YOU CANNOT WITHHOLD, SET OFF OR REDUCE SUCH PAYMENTS FOR ANY
REASON, (III) YOU WILL USE THE EQUIPMENT ONLY FOR BUSINESS PURPOSES, (IV) YOU
WARRANT THAT THE PERSON SIGNING THIS LEASE FOR YOU HAS THE AUTHORITY TO DO SO
AND TO GRANT THE POWER OF ATTORNEY SET FORTH IN SECTION 7 OF THIS LEASE, (V) YOU
CONFIRM THAT YOU DECIDED TO ENTER INTO THIS LEASE RAThER THAN PURCHASE THE
EQUIPMENT FOR THE TOTAL CASH PRICE, AND (VI) YOU AGREE THAT THIS LEASE WILL BE
GOVERNED BY THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS AND YOU CONSENT TO THE
JURISDICTION OF ANY COURT LOCATED WITHIN MASSACHUSETTS. YOU AND WE EXPRESSLY
WAIVE ANY RIGHTS TO A TRIAL BY JURY.
Pacifica Capital Play Co. Toys &
Entertainment Corp.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Pres. of Gen. Ptr. ▇▇▇▇▇ ▇▇▇▇▇▇, Chief Financial Officer
THIS PERSONAL GUARANTY CREATES SPECIFIC LEGAL OBUGATIONS When we use the
we, us, and our in this personal Guarantee. we mean the lessor named above
In consideration of Our entering into the lease agreement identified above
("Lease"). you unconditionaly and irrevocably guarantee to us, our successors
and assigns the prompt payment and performance of all obligations of the
Customer identified above ("Leasee") under the Lease. You agree that this is a
guaranty of payment and not of collection and that we can proceed directly
against you without first proceeding against the Lessee or against the equipment
covered by the Lease. You waive all defenses and notices including those of
protest, presentment and demand. You agree that we can renew, extend or
otherwise modify the terms of the Lease and you will be bound by such changes.
If the Lessee defaults under the Lease. you will immediately perform all
obligations of the Lessee under the Lease, including, but not limited to, paying
all amounts due under the Lease. You will pay to us all expenses, including
attorneys' fees) incurred by us in enforcing our rights against you the Lessee
This is a continuing guaranty that will not he discharged or affected by your
death and will bind your heirs and personal representatives. You waive any
rights to seek repayment from the Leasee in the event you must pay us if more
than one personal guarantor has signed this Personal Guaranty, each of you agree
that your liability is joint and several. You authorize us any of our affiliates
to obtain credit bureau reports regarding your personal credit and make other
creat inquiries that we determine are necessary.
THIS PERSONAL GUARANTY IS GOVERNED BY THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS YOU CONSENT TO THE JURISDICTION OF ANY COURT LOCATED WITHIN
MASSACHUSETTS YOU EXPRESSLY WAIVE ANY RIGHT TO A TRIAL BY JURY.
Personal Guarantor (no title) Personal Guarantor (no title)
Print Name Print Name
Home Street Address/City/State/Zip Home Street Address/City/State/Zip
EXHIBIT "A"
12 PLT UPRITE 60H OG BASE
10 PLT UPRITE 66H 06 BASE
24 PLT UPRITE 72H 06 BASE
60 PLT UPRITE 85H 06 BASE
24 STYLE DECK 36Wx16D
3 PLT STYLE DECK 3GWxl 9D
6 PLT STYLE DECK 36Wx22D
9 PLT STYLE DECK 48Wx13~
145 PLT STYLE DECK 48Wx16D
▇▇ ▇▇▇ STYLE DECK 48Wx1 9D~
44 PLT S STYLE DECK 48Wx22D
60 PLT S STYLE SHELF 36Wx15D
▇▇ ▇▇▇ S STYLE SHELF 36Wx17D
20 PLT S STYLE SHELF 36Wx19D
6 PLT S STYLE SHELF 36Wx22D
20 PLT S STYLE SHELF 48Wx1OD
120 PLT S STYLE SHELF 48Wx13D
600 PLT S STYLE SHELF 48Wx15D
100 PLT S STYLE SHELF 48Wx17D
120 PLT S STYLE SHELF 48Wx19D
44 PLT S STYLE SHELF 48Wx22D
8 PLT BACK 36Wx30H 36H UPRITE DR 30H UPPER PEG
8 PLT BACK 36Wx48H 54H UPRITE DR 48H UPPER PEG
60 PLT BACK 48Wx30H 36H UPRITE DR 30H UPPER PEG
60 PLT BACK 48Wx48H 54H UPRITE DR 48H UPPER PEG
16 PLT BACK 48Wx54H 60H UPRITE DR 54H UPPER PEG
24 N/A CENTER RAIL 48W
24 PLT SPLICER RAIL 48W
130 PLTTOPRAIL48W
4 N/A CENTER RAIL 36W
4 PLT SPLICER RAIL 36W
This Exhibit 'A" is attached to and a part of Lease No. ____________and
constitutes a true and accurate description of the equipment.
LESSEE: Play Co. Toys & Entertainment Corp.
By: ▇▇▇▇▇ ▇▇▇▇▇▇ Chief Financial Officer 3/3/99
LESSOR: Pacifica Capital
By: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Pres. of Gen. Ptr. Date: 3/24/99
page 1 of 3
EXHIBIT "A"
24 PLT TOP RAIL36W
180 PLT SLOTWALL CENTER RAIL 48W
34 PLT SLOTWALL CENTER RAIL 36W
40 GLV SLOTWALL BACK SPACER CLIP
34 PLT SLOTWALL SPLICER RAIL 48W
130 PLT BOTTOM RAIL 48W HEAVY DUTY
24 PLT BOTTOM RAIL 36W HEAVY DUTY
60 PTD BASE BRKT22DO6 BASE
40 PTD BASE BRKT 19006 BASE
210 PTD BASE BRKT 160 06 BASE
12 PTD BASE BRKT 13006 BASE
12 CHR BASE ENOTRIM 22D 06 PAIR - ▇▇/▇▇ ▇▇▇▇
▇▇ ▇▇▇ ▇▇▇▇ ENOTRIM 190 06 PAIR - ▇▇/▇▇ ▇▇▇▇
▇▇ ▇▇▇ ▇▇▇▇ ENOTRIM 160 06 PAIR - ▇▇/▇▇ ▇▇▇▇
▇ ▇▇▇ ▇▇▇▇ ENDTRIM 18D 06 PAIR - ▇▇/▇▇ ▇▇▇▇
▇▇ ▇▇▇ ▇▇▇▇▇▇ BASE FRONT 36V~ 06 BASE
220 CHR CLOSED BASE FRONT 48W 06 BASE
2 PLT END ▇▇▇▇ PANEL 06 BASE PTD SLOTWALL 36Wx60H
4 PLT END ▇▇▇▇ PANEL 06 BASE PTD SLOTWALL 36Wx66H
9 PLT END ▇▇▇▇ PANEL 06 BASE PTD SLOTWALL 36Wx72H
12 PLT END ▇▇▇▇ PANEL 36Wx84H 06 BASE PTD SLOTWALL
27 1C9 END DECK 35Wx16D 06 BASE
8 IGR WIDESPAN UPRITE FRAME 24Dx96H
10 IGR WIDESPAN UPRITE FRAME 18Dx96H
24 IGR WIDESPAN BEAM 96L STO DUTY
18 IGR WIDESPAN BEAM 72L STD DUTY
12 IGR WIDESPAN BEAM 48L STO DUTY
50 IGR WIDESPAN SHELF SUPPORT 24D STO DUTY
50 IGR WIDESPAN SHELF SUPPORT 180 STO DUTY
1 804 WIDESPAN PARTBD SHELF 96Wx24D STO DUTY
3 S04 WIDESPAN PARTBD SHELF 72W~4D STO DUTY
1 S04 WIDESPAN PARTBD SHELF 48Wx18D STO DUTY
This Exhibit "A" is attached to and a part of Lease No. and constitutes a
true and accurate description of the equipment.
LESSEE: Play Co Toys & Entertainment
Corp.
By: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Chief Financial Officer 3/3/99
LESSOR:Pacifica Capital
By: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Pres. of Gen. Ptr Date: 3/24/99
page 2 of 3
EXHIBIT "A"
2 WIDESPAN SHELF 96W~4D WIREGRID
9 SAT DOORKIT 48Wx40H GLASS WITH LOCK
15 SAT DOORKIT 48Wx51 H GLASS WITH LOCK
6 SAT DOORKIT 48Wx87H TEMP GLASS WITH LOCK
52 CLRBCP GLASS SHELF ▇▇▇▇▇
▇▇ CLRBCP GLASS SHELF ▇▇▇▇▇
▇▇ CLRBCP GLASS SHELF ASSEM
100 GLV CANOPY BRKT FOR ▇▇▇ CANOPY
100 WHT CANOPY LITE BRKT FOR UNDER SHELF APPL
2 IGR WIDESPAN BEAM 60L STD DUTY
5 S04 WIDESPAN PARTBD SHELF 96Wx1 8D STD DUTY
1 804 WIDESPAN PARTBD SHELF 48Wx24D STD DUTY
24 PLT S STYLE DECK 36Wx16D
36 PLT S STYLE DECK 48Wx16D
58 PTD BASE BRKT 16D 06 BASE
3 PLT END MDSE PANEL 36Wx72H 06 BASE PTDSLOTWL MTK
4 PLT END MDSE PANEL 36Wx84H 06 BASE PTD$LOTWL MTK
7 109 END DECK 35Wx16D 06 BASE
4 SAT DOORKIT 48Wx87H TEMP GLASS WITH LOCK
6 ZNC WIDESPAN SHELF 96Wx24D WIREGRID
118 N/A SHELF ALIGNMENT/WALLSECTION BASE PIN
3 GLV LEVELING LEG WRENCH
2 PLT S STYLE SHELF 36Wx17D
2 SAT DOORKIT 48x87H TEMP GLASS WITH LOCK
This Exhibit "A" is attached to and a part of Lease No. and constitutes a
true and accurate description of the equipment.
LESSEE: Play Co Toys & Entertainment
Corp.
By: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Chief Financial Officer 3/3/99
LESSOR:Pacifica Capital
By: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Pres. of Gen. Ptr Date: 3/24/99
page 3 of 3
DELIVERY & ACCEPTANCE
DELIVERY AND
ACCEPTANCE CERTIFICATE
By signing below, you, the Lessee, agree:
A) That all equipment described in the lease identified below ( Equipment")
has been delivered, inspected, installed and is unconditionally and irrevocably
accepted by you as satisfactory for all purposes of the lease and
B) That we, the Lessor named on the front of the lease identified below are
authorized to purchase the Equipment and start billing you under the lease
Lessee Name
Play Co. Toys & Entertainment Corp.
Authorized Signature
▇▇▇▇▇ ▇▇▇▇▇▇
Title Date
Chief Financial Officer 3/24/99
ASSIGNMENT OF INVOICE
KNOW ALL MEN BY THESE PRESENTS: THAT REFERENCE IS HEREBY MADE TO that
certain equipment Lease dated 3/3/99 by and between ______________ Play Co. Tovs
& Entertainment Corp. (Lessee), and Pacifica Capital (Lessor), and in which
Playco Toys (Assignor, for purposes of this Assignment of Invoice only) has a
certain interest, that pursuant thereto,
Lessee and Lessor mutually agreed that the subject leased personal property
would be ordered by Lessor and purchased from the equipment vendor(s) with said
vendor directly invoicing Lessor. In that vendor(s) erroneously invoiced
Assignor, said invoice has not been paid by Assignor nor Lessee but rather has
been forwarded to Lessor. It was not the intention of Assignor or Lessee to
acquire any rights, title or interest in the subject equipment.
Assignor hereby assigns and conveys to Pacifica Capital (Lessor) all of its
right, title and interest that it may have in and under that certain Vendor
Invoice No. 153483-000-00 dated 11/4/98 from ▇▇▇▇▇▇ Corporation (Vendor),
attached hereto and in the equipment identified therein (Equipment). Assignor
represents and warrants that Assignor has the right to assign said Invoice, and
that acceptance of such assignment and payment of the purchase price shall vest
full right, title and interest in the Equipment in Pacifica Capital (Lessor)
free from any claims and encumbrances.
IN WITNESS WHEREOF, Assignor has hereunto executed this document this ~<\
day of March 1999
Assignor: Play Co. Toys & Entertainment Corp.
By: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Chief Financial Officer
CORPORATE RESOLUTION TO LEASE
RESOLVED, that this corporation, Play Co. Toys & Entertainment Corp. lease
from Pacifica Capital hereinafter referred to as Lessor, such items of personal
property, and upon such terms and conditions as the officers hereinafter
authonzed. in their discretion, may deem necessary or advisable now or in the
future.
RESOLVED FURTHER, that the following authorized officers of this
corporation
Chief Financial Officer ▇▇▇▇▇ ▇▇▇▇▇▇
Title Name Signature
be and they hereby are authorized, directed and empowered in the name of
this corporation. to do or cause to be done all such further acts and things as
they shall deem necessary, advisable, convenient, or proper in connection with
the execution and delivery of any such lease or leases and in connection with or
incidental to the carrying of the same into effect, including without limitation
on the scope of the foregoing, the execution, acknowledgment, and delivery of
any and all instruments and documents which may be reasonably required by Lessor
under or in connection with any such lease.
RESOLVED FURTHER, that Lessor is authorized to act upon this resolution
until written notice of its revocation is delivered to Lessor, and that the
authority hereby granted shall apply with equal force and effect to the
successors in the office of the officers herein named, and further that said
officers have deemed said leases and agreements to be in the best interests of
this corporation, and the execution of such lease agreements by said officers
shall be conclusive evidence of their approval thereof.
I, ▇▇▇▇▇▇▇ ▇▇▇▇▇ President of Play Co. Toys & Entertainment Corp., a
corporation, incorporated under the laws in the State of Del aware do hereby
certify that the foregoing is a full, tme and correct copy of resolutions of the
Board of Directors of the said corporation, adopted at a meeting, which was duly
and regularly called and held in all respects as required by law, and the
by-laws of the said corporation, at the office thereof on the ~ 3rd day of /
March ,i 9)(__99, at which meeting a quomm was present and in favor of said
resolution. I further certify that said resolutions are still in full force and
effect and have not been amended or revoked and that the specimen signatures
appearing herein are the signatures of the officers authorized to sign for this
corporation by the said resolutions.
IN WITNESS WHEREOF, I have hereunto set my hand as such President and
affixed the corporate seal of the said corporation, this X 3rd day of 1 March ,
1999
SEAL
▇▇▇▇▇▇▇ ▇▇▇▇▇
President of Play Co. Toys & Entertainment Corp.
[GRAPHIC OMITTED]
[GRAPHIC OMITTED]
END OF LEASE PURCHASE OPTION
Pacifica Capital, the Lessor named in an Equipment Lease dated March 3 .19
99' number ______________ ("Lease") hereby grants to the Lessee named in the
Lease and identified below (the "Lessee"), the right of first refusal to
purchase the equipment leased thereby, as a whole and not in part, on an "AS IS,
WHERE IS," BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER,
EXPRESS OR IMPLIED, at the end of the original or any renewal term of such
Lease, for an amount equal to:
Check One
A. X End of Lease Fair Market Value; Not to exceed 5%
B. [] 10% Stated End of Lease Fair Market Value $
C. [] $1.00;
D. [] 10% Option;
E. [] Other$
-
PLUS ANY APPLICABLE TAX, (Collectively "Purchase Option Price").
Lessee understands and agrees that no salesperson or agent of the Supplier of
the equipment is authorized to alter or sign this agreement. This option is not
binding upon Lessor unless signed by an authorized employee of Lessor.
This option being predicated upon the ability of the Lessee to maintain his
account with Lessor in good order and make prompt and timely payments, this
option shall expire and become null and void if the Lessee is in default for a
period of thirty (30) days or longer. As an additional condition of this option,
Lessee shall pay to Lessor, by the last day of the term of the Lease, all other
amounts due from Lessee to Lessor under the Lease, including but not limited to
property taxes, insurance, late fees, interest, or other charges which from time
to time may be assessed under the Lease. This option may be exercised by Lessee
only upon not less than thirty (30) days nor more than sixty (60) days prior
written notice to Lessor, and accompanied by the Purchase Option Price.
LEASSEE Play Co. Toys & Entertainment Corp.
By: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Chief Financial Officer
Date:3/3/99
LESSOR: Pacifica Capital
By: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Pres. of Gen. Ptr.
Date: 3/24/99
Play Co. Toys & Entertainment Corp.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
To: Contact Name
Insurance Company
Address
City/State/Zip
Phone Number
INSURANCE CERTIFICATE REQUEST
We have entered into a lease with Pacifica Capital. Please see Exhibit "A"
attached to this request for the complete description of the equipment that we
are leasing. The equipment value is $37,409.01.
This equipment is located at: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇., #▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Please see that we have immediate insurance coverage and issue insurance
certificates with the following endorsements.
1. Loss Payee & Additional Insured Endorsement:
SFC Capital Group Corporation
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
2. Additional Insured Endorsement:
Pacifica Capital
▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ #▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
[X] PHYSICAL DAMAGE: Insurance Coverage is to be provided for fire, theft,
extended coverage, vandalism and malicious mischief for the full value of the
equipment.
[X] LIABILITY: Coverage should be written with minimum limits of $500,000 /
$500,000 for Bodily Injury and $100,000 Property Damage or Combined Single
Limits of $500,000 ($1,000,000 Combined for Heavy Machinery and Vehicles).
By: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Chief Financial Officer
Date:3/3/99
Please Fax All Insurance Certificates To (▇▇▇) ▇▇▇-▇▇▇▇
Questions? Call ▇▇▇▇▇ (949) 727-3711 ext. 245
LEASE AGREEMENT
TO OUR VALUED CUSTOMER: This Lease has been written in "Plain English" When
we use the words you and your in this Lease, we mean you, our Customer, which is
the Lessee indicated below When we use the words We, US, and our in this Lease,
we mean the Lessor,
Pacifica Capital
CUSTOMER Play Co. Toys & Entertainment Corp. Approval
Information ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Lease
Various - See Exhibit "A"
SUPPLIER Various - See Exhibit "A"
INFORMATION Supplier Phone
EQUIPMENT Quantity Make/Model Serial Number
DESCRIPTION
See Exhibit A Attached Hereto And Made A Part Hereof
END OF LEASE (Check one applicable box. If no box is checked, the fair market value will apply.)
PURCHASE
OPTION Fair Market Value Purchase Option [x] Fixed Price Purchase Option of $1.00
Fixed Price Purchase Option % of the total Cash Price
TERM AND Lease Term (months) Lease Payment
LEASE PAYMENT 60 $1,389.91
SCHEDULE
You agree to pay at the time you sign this Lease
A) Total Advance Lease Payment (Mos) = $ 2,779.82
B) Salesluse Tax on Advance Lease Payment = $ inc.
LEASE PAYMENT C) One-time Documentaurso Fee = $ 500.00
D) Total of A + B + C = $ 3,279.82
If more than one Lease Payment is required in advance. the additional
amount will be applied at the end of the original or any renewal term.
INSURANCE You are required to provide and maintain insurance related
& TAXES to the Equipment, and to pay any property, use another
taxes refitted to this Lease or the Equipment (See Sections
4 and 6 on the back of this Lease) If you are tax-exempt,
you agree to furnish us with satisfactory evidence
of your exemption
TERMS AND CONDITIONS BY SIGNING THIS LEASE: (I) YOU ACKNOWLEDGE THAT YOU
HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS ON THE FRONT AND BACK OF THIS
LEASE, (II) YOU AGREE THAT THIS LEASE IS A NET LEASE THAT YOU CANNOT TERMINATE
OR CANCEL, YOU HAVE AN UNCONDITIONAL OBLIGATION TO MAKE ALL PAYMENTS DUE UNDER
THIS LEASE, AND YOU CANNOT WITHHOLD, SET OFF OR REDUCE SUCH PAYMENTS FOR ANY
REASON, (III) YOU WILL USE THE EQUIPMENT ONLY FOR BUSINESS PURPOSES, (IV) YOU
WARRANT THAT THE PERSON SIGNING THIS LEASE FOR YOU HAS THE AUTHORITY TO DO SO
AND TO GRANT THE POWER OF ATTORNEY SET FORTH IN SECTION 7 OF THIS LEASE, (V) YOU
CONFIRM THAT YOU DECIDED TO ENTER INTO THIS LEASE RAThER THAN PURCHASE THE
EQUIPMENT FOR THE TOTAL CASH PRICE, AND (VI) YOU AGREE THAT THIS LEASE WILL BE
GOVERNED BY THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS AND YOU CONSENT TO THE
JURISDICTION OF ANY COURT LOCATED WITHIN MASSACHUSETTS. YOU AND WE EXPRESSLY
WAIVE ANY RIGHTS TO A TRIAL BY JURY.
Pacifica Capital Play Co. Toys &
Entertainment Corp.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Pres. of Gen. Ptr. ▇▇▇▇▇ ▇▇▇▇▇▇, Chief Financial Officer
THIS PERSONAL GUARANTY CREATES SPECIFIC LEGAL OBUGATIONS When we use the
we, us, and our in this personal Guarantee. we mean the lessor named above
Inventory Addendum to Lease Aqreement No:
Between Pacifica Finance Company, as Lessor
And Play Co. Toys & Entertainment Corp., as Lessee
Dated _________ 1999
LOCATION: Play Co. Toys & Entertainment Corp. (Lessee) Agrees to amend
Paragraph 3 of the Lease Agreement. In lieu of records showing the location of
each piece of leased equ~pment. Lessee will report this location to Lessor upon
request by Lessor. Failure to do so shall constitute a breach of the lease,
which default shall be governed by the terms and conditions specified in
Paragraph 3 of the Lease Agreement. Agreed to this day of 1999
LESSEE: Play Co. Toys & Entertainment Corp.
By: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: CFO Date: 4/2/99
LESSOR: Pacifica Finance Company
By: Title: Date:
EXHIBIT "A"
Equipment Location: Portion of payment: $1,025.39
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Equipment Cost: $6,470.00
Tax 7.75%: 501.43
Total: $6,971.43
Vendor:
Vision Point of Sale, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
3 NCR Master POS Terminal with the following
21/21 Receipt Printer
Keyboard
Standard Cash Drawer & Till
3.5" Flex Drive
CCC/PCI F/Modem I/F
5 NCR Electronic Cash Register:
Satellite Terminal with:
21/21 Receipt Printer
Keyboard
Standard Cash Drawer wiTill
7 NCR 2123 POS Printer
This Exhibit "A" is affached to and a part of Lease No. and constitutes a
true and accurate description of the equipment.
LESSEE: Play Co. Toys & Entertainment Corp.
By: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: CFO Date: 4/2/99
LESSOR: Pacifica Finance Company
By: Title: Date:
Page 1 of 11
EXHIBIT "A"
Equipment Location:
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Equipment Cost: $2,500.00
Tax 7.75%: 193.75
Shipping: 825.00
Total: $3,518.75
Vendor:
Teldata Voice & Data Communications
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
1 SALES CD
MTXSDV
This Exhibit "A" is affached to and a part of Lease No. and constitutes a
true and accurate description of the equipment.
LESSEE: Play Co. Toys & Entertainment Corp.
By: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: CFO Date: 4/2/99
LESSOR: Pacifica Finance Company
By: Title: Date:
Page 2 of 11
EXHIBIT "A"
Equipment Location:
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Equipment Cost: $12,628.20
Tax 7.75%: 978.69
Total: $13,606.89
Vendor:
Connex System Integration
410 5. ▇▇▇▇▇ ▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇▇
1 HP LC3 P11 350 192MB RAM 2X 9.1 GB Hard Drive Sony
SDT-9000 tape backup wiSony backup software
25 License for Exchange Server (software)
25 License NT Server (software)
1 Proxy Server
This Exhibit "A" is affached to and a part of Lease No. and constitutes a
true and accurate description of the equipment.
LESSEE: Play Co. Toys & Entertainment Corp.
By: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: CFO Date: 4/2/99
LESSOR: Pacifica Finance Company
By: Title: Date:
Page 3 of ll
EXHIBIT "A"
Equipment Location:
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Equipment Cost: $4,330.96
Tax 7.75%: 335.65
Total: $4,666.61
Vendor:
Data Pro
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
5 Epson Stylus 740 printer
Serial #'5 A6R1 380874, A6R1 387421, A6R1 350911,
A6R1 818129, A6R1 352039
5 Parallel Printer Cables 10'
5 USR Sportster 56K internal modem
1 lomega ZIP drive
1 ATI Expert 98 video card
1 ASDS P5AB AT Motherboard
1 AMD K6-2 333 CPU
1 64 Meg PC10O DIMM memory
1 CPU haetsinks with fan
1 Toshiba 6302B 32X IDE CDROM
1 Fujitsu 3.2G Harddisk
2 IDE cables
1 TEAC 32X CDROM
1 Fujitsu 3.2G Harddisk
2 Phoneplugs
2 Bookshelf
1 CS-i 14 Master View CPU Switch
4 3 in 1 Mon/KB/Mouse cables
1 3COM 3CCFE575BT 10/1 LAN PCMCIA card
This Exhibit "A" is affached to and a part of Lease No. and constitutes a
true and accurate description of the equipment.
LESSEE: Play Co. Toys & Entertainment Corp.
By: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: CFO Date: 4/2/99
LESSOR: Pacifica Finance Company
By: Title: Date:
Page 4 of 11
EXHIBIT "A"
Continued:
Data Pro
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
1 Logitech Track ball
3 Sylvania 17" Monitor
▇ ▇▇▇▇▇▇ ▇▇▇▇▇
1 FIC VA-503 AT Motherboard
1 AMD K6-2 266 CPU
1 Heatsink with fan
I 64 Meg PC1OO DIMM memory
1 USR Sportster 56K internal modem
This Exhibit "A" is affached to and a part of Lease No. and constitutes a
true and accurate description of the equipment.
LESSEE: Play Co. Toys & Entertainment Corp.
By: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: CFO Date: 4/2/99
LESSOR: Pacifica Finance Company
By: Title: Date:
Page 5 of 11
EXHIBIT "A"
Equipment Location:
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Equipment Cost: $4,617.00
Tax 7.75%: 357.82
Total: $4,974.82
Vendor:
Mega Comm Technologies, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
5 WINDOWS NT WORKSTATION 4.0
10 MCAFEE VIRUS SCAN CLASSIC FOR 95/98/NT
This Exhibit "A" is affached to and a part of Lease No. and constitutes a
true and accurate description of the equipment.
LESSEE: Play Co. Toys & Entertainment Corp.
By: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: CFO Date: 4/2/99
LESSOR: Pacifica Finance Company
By: Title: Date:
Page 6 of 11
EXHIBIT "A"
Equipment Location:
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Equipment Cost: $7,342.09
Tax 7.75%: 567.52
Total: $7,909.61
Vendor:
COMPUSA
▇.▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
2 BELK AUTO S/B RVESBL IEEE
1 REAL 56+10/100 PC-CRD
1 BELK CBL MACIMG2 8MM 10' P
1 ESPO STYLUS COLOR 650
15 BELK CBL 1OBT CATS 14' GRN
5 BELK CBL DB 25 MM STR 15' G
5 BROT PTOUCH 310 LBLPRTR
1 TOSH BATT PACK LION 4000
2 3COM 10/100 PCMCIA 16BIT
1 ▇▇▇▇ BJC-80
1 CANOPORT KIT NK-300
6 BELK CUCABAG IEEE PARCBL6
2 READ CUSA CLEANING WIPES
4 BELK CBL DB25 MM STR 15' G
1 BELK 4P05 MAC SWITCHBOX
1 VIEW 191N 25MM PS790
6 LASERJET 6LSE
1 VIEW 191N PS790
2 SONY 17.25 200E5 MONITOR
1 HP LASERJET ▇▇▇▇▇
3 HP LASERJET 6LSE
1 BELK AUTOS/B RVESBL IEEE
This Exhibit "A" is affached to and a part of Lease No. and constitutes a
true and accurate description of the equipment.
LESSEE: Play Co. Toys & Entertainment Corp.
By: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: CFO Date: 4/2/99
LESSOR: Pacifica Finance Company
By: Title: Date:
Page 7 of ll
EXHIBIT "A"
Equipment Location:
▇▇▇▇▇-▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Equipment Cost: $1,551.08
Tax 7.75%: 120.21
Shipping: 592.50
Total: $2,263.79
Portion of payment: $55.74
Vendor:
Toshiba
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Phone System which includes:
1 DK14-KSU-4 DKT PORTS 2-CD
1 STRATA-DK1 4-DOCUMNTPAK-VB
1 1 CO 2 DKT INTF 5K14/DK8
4 10 KEY DIGITAL HANDSFREE
I 10 KEY DIGITAL DISPLAY
5 DK1 4/40/424-DIG ITELOUG-VC
1 PERIPHERALS
This Exhibit "A" is affached to and a part of Lease No. and constitutes a
true and accurate description of the equipment.
LESSEE: Play Co. Toys & Entertainment Corp.
By: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: CFO Date: 4/2/99
LESSOR: Pacifica Finance Company
By: Title: Date:
Page 8 of 11
EXHIBIT "A"
Equipment Location:
The Block in Orange
▇▇ ▇▇▇▇ ▇▇▇▇. ▇▇▇▇ #▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Equipment Cost: $3,042.43
Tax 7.75%: 235.82
Shipping: 915.00
Total: $4,193.25
Portion of payment: $103.24
Vendor:
Toshiba
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Phone System which includes:
1 DK14-KSU-4 DKT PORTS 2-CD
1 STRATA-DK1 4-DOCUMNTPAK-VB
1 1 CO 2 DKT INTF SK14IDK8
1 SID TEL INTF DK14/DK8
1 DTMF RCVR 3 CKT DK14/DK8
5 10 KEY DIGITAL HANDSFREE
1 10 KEY DIGITAL DISPLAY
6 DKI 4/40/424-DIGITELOUG-VC
1 PERIPHERALS
This Exhibit "A" is affached to and a part of Lease No. and constitutes a
true and accurate description of the equipment.
LESSEE: Play Co. Toys & Entertainment Corp.
By: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: CFO Date: 4/2/99
LESSOR: Pacifica Finance Company
By: Title: Date:
Page 9 of ll
EXHIBIT "A"
Equipment Location:
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Equipment Cost: $3,042.43
Tax 8.25%: 251.00
Shipping: 915.00
Total: $4,208.43
Portion of payment: $103.61
Vendor:
Toshiba
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Phone System which includes:
1 DK14-KSU-4 DKT PORTS 2-CD
1 STRATA-DK14-DOCUMNTPAK-VB
1 1 CO 2 DKT INTF 5K14/DK8
1 STD TEL INTF DK14/DK8
1 DTMF RCVR 3 CKT DK14/DK8
5 10 KEY DIGITAL HANDSFREE
1 10 KEY DIGITAL DISPLAY
6 DK1 4/40/424-DIGITELOUG-VC
1 PERIPHERALS
This Exhibit "A" is affached to and a part of Lease No. and constitutes a
true and accurate description of the equipment.
LESSEE: Play Co. Toys & Entertainment Corp.
By: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: CFO Date: 4/2/99
LESSOR: Pacifica Finance Company
By: Title: Date:
Page lO of 11
EXHIBIT "A"
Equipment Location:
Great Lakes Crossing Mall
▇▇▇▇ ▇▇▇▇▇▇ ▇▇., #▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Equipment Cost: $3.042.3
Tax 6.00%: 182.55
Shipping: 915.00
Total: $4,139.98
Portion of
payment: $101.93
Vendor:
Toshiba
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Phone System which includes:
1 DK14-KSU-4 DKT PORTS 2-CD
1 STRATA-DKI 4-DOCUMNTPAK-VB
1 1 CO 2 DKT INTF 5K14/DK8
1 STD TEL INTF DK14/DK8
1 DTMF RCVR 3 CKT DK14/DK8
5 10 KEY DIGITAL HANDSFREE
1 10 KEY DIGITAL DISPLAY
6 DK1 4/40/424-DIGITELOUG-VC
1 PERIPHERALS
This Exhibit "A" is affached to and a part of Lease No. and constitutes a
true and accurate description of the equipment.
LESSEE: Play Co. Toys & Entertainment Corp.
By: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: CFO Date: 4/2/99
LESSOR: Pacifica Finance Company
By: Title: Date:
Page 11 of 11
DELIVERY & ACCEPTANCE
DELIVERY AND
ACCEPTANCE CERTIFICATE
By signing below, you, the Lessee, agree:
A) That all equipment described in the lease identified below ( Equipment")
has been delivered, inspected, installed and is unconditionally and irrevocably
accepted by you as satisfactory for all purposes of the lease and
B) That we, the Lessor named on the front of the lease identified below are
authorized to purchase the Equipment and start billing you under the lease
Lessee Name
Play Co. Toys & Entertainment Corp.
Authorized Signature
▇▇▇▇▇ ▇▇▇▇▇▇
Title Date
Chief Financial Officer 3/24/99
CORPORATE RESOLUTION TO LEASE
RESOLVED, that this corporation, Play Co. Toys & Entertainment Corn. lease from
Pacifica Finance Company hereinafter referred to as Lessor, such items of
personal property, and upon such terms and conditions as the officers
hereinafter authorized, in their discretion, may deem necessary or advisable now
or in the future.
RESOLVED FURTHER, that the following authorized officers of this corporation
CFO ▇▇▇▇▇ ▇▇▇▇▇▇
Title Name Signature
be and they hereby are authorized, directed and empowered in the name of this
corporation, to do or cause to be done all such further acts and things as they
shall deem necessary, advisable, convenient, or proper in connection with the
execution and delivery of any such lease or leases and in connection with or
incidental to the carrying of the same into effect, including without limitation
on the scope of the foregoing, the execution, acknowledgment, and delivery of
any and all instruments and documents which may be reasonably required by Lessor
under or in connection with any such lease.
RESOLVED FURTHER, that Lessor is authorized to act upon this resolution until
written notice of its revocation is delivered to Lessor, and that the authority
hereby granted shall apply with equal force and effect to the successors in the
office of the officers herein named, and further that said officers have deemed
said leases and agreements to be in the best interests of this corporation, and
the execution of such lease agreements by said officers shall be conclusive
evidence of their approval thereof.
I, ▇▇▇▇▇▇▇ ▇▇▇▇▇ President of Play Co. Toys & Entertainment Corp., a
corporniion, incorporated under the laws in the State of Delaware do hereby
certify that the foregoing is a full, true and correct copy of resolutions of
the Board of Directors of the said corporation, adopted at a meeting. which was
duly and regularly called and held in all respects as required by law, and the
by-laws of the said corporation, at the office thereof on the I~ 3 day of ~A~(//
,1 9X9'; ,at which meeting a quorum was present and in favor of said resolution.
I further certify that said resolutions are still in full force and effect and
have not been amended or revoked and that the specimen signatures appearing
herein are the signatures of the officers authorized to sign for this
corporation by the said resolutions.
IN WITNESS WHEREOF, I have hereunto set my hand as such President and affixed
the corporate seal of the said corporation, this 2nd day of April, 1999
SEAL
▇▇▇▇▇▇▇ ▇▇▇▇▇
President of Play Co. Toys & Entertainment Corp.
DISCLAIMER OF OWNERSHIP
The Undersigned (the t'Lessee") proposes to be the Lessee of certain
equipment from Pacifica Finance Com~any (the "Lessor") pursuant to an Equipment
Lease between Lessor and Lessee bearing Lease No._____________signed by the
Lessee on ______________ 1999 (the "Lease"). The equipment covered by the Lease
is hereinafter referred to as the "Equipment."
The Equipment will be purchased by Lessor from Vision Point of Sale, Inc.
(the "Vendor"). Vendor has given credit to Lessee for deposit received and/or a
trade in of existing equipment. Upon Lessor's receipt of all necessary
documentation and satisfaction of all conditions to Lessor entering into the
Lease, Lessor shall pay the Vendor in full less the trade in value.
Lessee hereby consents to the Vendor transferring the entire ownership in
the Equipment to Lessor and effective on the actual transfer of the Equipment to
Lessor, disciaims any ownership interest or rights in the Equipment except those
the Lessee has by virtue of being the Lessee under the Lease.
LESSEE. Play Co Toys & Entertainment Corp.
BY:▇▇▇▇▇ ▇▇▇▇▇▇
TITLE: CF0
DATE: 4/2/99
[GRAPHIC OMITTED]
Play Co. Toys & Entertainment Corp.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
To: Contact Name
Insurance Company
Address
City/State/Zip
Phone Number Fax
INSURANCE CERTIFICATE REQUEST
We have entered into a lease with Pacifica Finance Company. Please see
Exhibit "A" attached to this request for the complete description of the
equipment that we are leasing. The equipment value is $56~453.55.
This equipment is located at: ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ , ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Please see that we have immediate insurance coverage and issue following
endorsements.
1. Loss Payee & Additional Insured Endorsement:
AT&T Capital Leasing Services, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
2. Additional Insured Endorsement:
pacifica Finance Company
▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ #▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
PHYSICAL DAMAGE: Insurance Coverage is to be provided for fire, theft,
extended coverage, vandalism and malicious mischief for the full value of the
equipment.
LIABILITY: Coverage should be written with minimum limits of $500,000 /
$500,000 for Bodily Injury and $100,000 Property Damage or Combined Single
Limits of $500,000 ($1,000,000 Combined for Heavy Machinery and Vehicles).
By: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: CFO
Date:
Please Fax All Insurance Certificates To
(▇▇▇) ▇▇▇-▇▇▇▇ Questions? Call ▇▇▇▇▇ (949) 727-3711 ext. 245
[GRAPHIC OMITTED]
LESSOR LEASE NUMBER
Pacifica Capital
▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ #▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
------------------------------------------------------------------------------------------------------------------------------------
FULL LEGAL NAME AND ADDRESS OF LESSEE SUPPLIER OF EQUIPMENT (COMPLETE ADDRESS)
1
▇▇▇▇▇▇ Vendors
See Exhibit "A'9 Attached
Play Co. Toys & Entertainment Corp.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇, ▇▇ 9296~TLY AND SEVERALLY RESPONSIBLE
------------------------------------------------------------------------------------------------------------------------------------
QUANTITY DESCRIPTION, MODEL #, CATALOG #, SERIAL# OR'OTHER ID#
------------------------------------------------------------------------------------------------------------------------------------
See Exhibit A Attached hereto and Made A Part Hereof
------------------------------------------------------------------------------------------------------------------------------------
EOUIPMENT
LOCATION IF ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇.
DIFFERENT COUNTY____________________ STATE ZIP____________________
CITY Los Angeles ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
------------------------------------------------------------------------------------------------------------------------------------
AMOUNT OF EACH PAYMENT MONTHLY XX TERM OF LEASE NO. OF PAYMENTS SECURITY
(PLUS SALES TAX. IF APPLICABLE) OTHEPUSPECIFY 0 (NO OF MONTHS) DEPOSIT
$1,987.53 60 60 0.00
------------------------------------------------------------------------------------------------------------------------------------
TERMS AND CONDITIONS OF LEASE
1 LEASE Lessee hereby leases from Leesor, and Lessor teases to Lessee. the
personal propeny dercebed above. together with any replacement parts. additions,
repairs or acceroones now or hereahei incorporated in or affixed to it
(hereinafter referred to as the 'Equipment")
2 ACCEPTANCE OF EOUIPMENT Lessee agrees to inspect the Equipment and to
execute an Acknowledgement and Acceptance of Equipment by Lessee notne, as
provided by Lessor, aher the Equipment has been deliverect ano aner Lessee is
satistiert that the Equipment is satisfactory in every respect Lessee herehy
authonzes Lessor to insert in this Lease senal numbers or other identifying data
with respect to the Equipment
3 DISCLAIMER OF WARRANTIES AND CLAIMS; LIMITATION OF REMEDIES. THERE ARE NO
WARRANTIES BY OR ON BEHALF OF LESSOR Lessee acknowledges and aqrees by his
signature below as follows
(a) LESSOR MAKES NO WARRANTIES EITHER EXPRESS OR IMPLIED AS TO THE
CONDITION OF THE EOUIPMENT ITS MERCHANTABILITY, ITS FITNESS OR SUITABILITY FOR
ANY PARTICULAR PuRPOSE ITS DESIGN ITS CAPACITY, ITS CUALITY, OR WITH RESPECT TO
ANY CHARACTERISTICS OF THE EOUIPMENT
(b) Lessee has fully inspecred the Equipment which it haS requested Lessor
to acquire and lease to Lessee and the Equipment is in good condition and to
Lessee's complete satisfaction
(c) Lessee leases the EqCipment Cs is' and with all faults,
(d) Lessee Specifically acknowledges that the Equipment is leased to Lessee
solely to Commercial or business parboses and not for personal lawly, hoUSehold,
or ▇▇▇▇▇▇▇▇.▇▇ purposes,
(e) If the Equipment is not properly installed does Cot operate CS
represented or warranied by the supplier or manufacturer or is unsatisfactory
for any reason, regardless of cause or consequence. Lessee S only remedy it any
Shall be against thy supplier or manafacturer of the Equipment and not against
Lessor
(f) Provided Lessee is not in delaull under this Lesne Lessor assigns to
Lessee any warranties made by the supplier or the manulCoturer of the Equipment
INITIALS
(g) LESSEE SHALL HAVE NO REMEDY FOR CONSEGUENTIAL OR INCIDENTAL DAMAGES
AGAINST LESSOR and
(h) NO DEFECT DAMAGE OR UNFITNESS OF THE EGUIRMENT FOR ANY PURPOSE SHALL
RELIEVE LESSEE OF THE OBLIGATION TO PAY RENT OR RELIEVE LESSEE OF ANY OTrrER
OBLIGATION UNDER THIS LEASE The parties have soecificaily neoutiated and adrend
to the torenoino barsoraph
4 STATUTORY FINANCE LEASE Lessee agrees and acknowledges that it is the
intent of both parties to this Lease that it qualify as a Statutory finance
lease under Artide 2A of the Uniform Commercial Code Lessee acknowledges and
agrees that Lessee has selected both (1) the Equipment, and (2) the Supplier
from whom Lessor is to purchase the Equipment Lessee acknowledges that Lessor
has not participated in any way in Lessee's selection of the Equipment or of the
supplier and Lessor has not selected manufactured, or supplied ihe Equipment
LESSEE IS ADVISED THAT IT MAY HAVE RIGHTS UNDER THE CONTRACT EVIDENCING THE
LESSOR'S PURCHASE OF THE EOUIPMENT FROM THE SUPPLIER CHOSEN BY LESSEE AND THAT
LESSEE SHOULD CONTACT THE SUPPLIER OF THE EOUIPMENT FOR A DESCRIPTION OF ANY
SUCH RIGHTS
5 ASSIGNMENT BY LESSEE PROHIBITED WITHOUT LESSOR'S PRIOR WRITTEN CONSENT.
LESSEE SHALL NOT ASSIGN THIS LEASE OR SUBLEASE THE EOUIPMENT OR ANY INTEREST
THEREIN, OR PLEDGE OP TRANSFER THIS LEASE, OR OTHERWISE DISPOSE OF THE EOUIPMENT
COVERED HEREBY
6 COMMENCEMENT, RENTAL PAYMENTS, INTERIM RENTALS This Lease shall commence
upon the written acceptance hereof by Lessor and shall end upon full performance
and observance by Lessee of each and every term, conctition and covenant set
forth in this Lease, any Schedules hereto and any extenvons hereof Rental
payments Shall be in the amounts and frequency as set forth or, me tace of this
Lease or any Schedules hereto In addition to regular rentals, Lessee shalt pay
to Lessor intesm rent for the use of the Equipment phor to the due date of the
first payment Inteem reef shaf be in an amount equal to 1/30th of the monthly
rental, multiplied by the number ot ovys elapsing between the date on which the
Equipment is accepted by Lessee and the commencement hate of this Lease,
together wtth the nomber of days elapsing between commencement of the Lease and
the due date of the first payment The payment of intenm renl xhaIl be due and
payable upon Lessee's receipt of invoice from Lessor Ilne rental penoof under
the Lease shall terminate following the last dap of the terms stated On the face
hereof or in any Schectuve hereto unless such Lease or Schedule has been
extended or otbenese modified Lessotor shaft have no obligation to Lessee under
this Lease if the Equipment, for whatever reason, ix not delivered to Lessee
vethin ninety (90) days after Lessee egna this Lease Lessor shall have no
obligahon to Leaxee Uroder this Lease if Lessee fails tO execute and deliver to
Lessor an Acknowledgement and Acceptance of Equipment by Lessee acknoafedging
its acceptance of the Equipment within thirty (30) days after it is delivered to
Lessee, with respect to this Lease or any Schedule hereto
THIS LEASE IS NOT CANCELABLE OR TERMINABLE BY LESSEE
SEE REVERSE SIDE FOR ADDITIONAL TERMS AND CONDITIONS WHICH ARE A PART OF
THIS LEASE
LESSEE UNDERSTANDS AND ACKNOWLEDGES THAT NO BROKER OR SUPPLIER, NOR ANY
SALESMAN. BROKER, OR AGENT OF ANY BROKER OR SUPPLIER, IS AN AGENT OF LE~SOR NO
BROKER OR SUPPLIER NOR ANY SALESMAN, BPOKEO, OR AGENT OF ANY BROKER OR SUPPLIER,
IS AUTHORIZED TO WAIVE OR ALTER ANY TERM OR CONDiTiON OF THIS LEASE, AND NO
REPRESENTATION AS TO THE EOUIPMENT OR ANY OTHER MATTER BY THE BROKER OR
SUPPLIER. NOR ANY SALESMAN, BROKER, OR AGENT OF ANY BROKER OR SUPPLIER, SHALL IN
ANY WAY AFFECT LESSEE'S DUTY TO PAY THE RENTALS AND TO PERFORM LESSEE'S
OBLIGATIONS SET '▇▇▇▇ IN ThIS LEASE
7 CHOICE OF LAW This Lease shall not be eflective until signed by Lessor at
as pnncipal office listed above This Lease Shall be considered to have been made
in the State of Lesso~s perelpat place of ousineas listed anove and shall be
interpreted in accordance with the laws and regutations of the State of Lessors
poncipal place of buChess Lessee agrees to Iunsdiclion in the State of Lessors
principal place of business listed above in any action suit or proceeding
regarding this Leas~ and concedes that it, and each of them transacted business
in the State of Lessors pencipal place or business lisled above by entenng intO
this Lease In the event of any legal action ▇▇▇▇ regard to this lease 9(the equ
pmenf covered hereby. Lessee agrees that venue may be laid in the County of
Lessors principal place of business
LESSEE LESSOR
Play Co. Toys Entertainment Corp.
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ CFO/Corporate Secretary ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President of General Partner
ADDENDUM A
ADDENDUM A TO LEASE AGREEMENT NUMBER #
This Addendum is incorporated into and made a part of the above-noted Lease
Agreement and all supporting documents (IILcaseYv) by and between Pacifica
Capital, as Lessor and Play Co. Toys & Entertainment Corp., as Lessee dated May
15 1998 capitalized terms used but not defined herein shall have the same
meaning given to them in the Lease.
The provision of the aforementioned Lease notwithstanding Lessor and Lessee
mutually agree to amend the above referenced lease as follows:
The Lease payment shall be in the sum of$l,880.81.
All other terms, provisions and conditions of the lease remain in full
force and effect.
IN WITNESS WHEREOF the parties hereto have caused this Addendum to be duly
executed as of this 19th day of May 1998.
Acknowledged and Agreed by Lessee:
LESSEE: Play Co. Toys & Entertainment Corp.
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, CFO/Corporate Secretary
ADDENDUM A
ADDENDUM A TO LEASE AGREEMENT NUMBER #
This Addendum is incorporated into and made a part of the above-noted Lease
Agreement and all supporting documents (11Lease") by and between Pacifica
Capital, as Lessor and Play Co. Toys & Entertainment Corp., as Lessee dated Mav
15, 19~pitalized terms used but not defined herein shall have the same meaning
given to them in the Lease.
The provision of the aforementioned Lease notwithstanding Lessor and Lessee
mutually agree to amend the above referenced lease as follows:
Paragraph 21F modified to read as follows: Lessee defaults on any other
agreement it has with lessor EXECUTED SUBSEQUENT TO THE DATE HEREOF; or
Paragraph 22 Remedies modified to read as follows: If Lessee is in default,
Lessor, WITH 10 DAYS WRITTEN NOTICE AND THE RIGHT TO CURE, shall have the right
to exercise any one or more of the following remedies, concurrently or
separately, and without any election of remedies being deemed to have been made.
All other terms, provisions and conditions of the lease remain in full
force and effect.
IN WITNESS WHEREOF the parties hereto have caused this Addendum to be duly
executed as of this 19th day of May 1998.
Acknowledged and Agreed by Lessee:
LESSEE: Play Co. Toys & Entertainment Corp.
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, CFO/Corporate Secretary
ADDENDUM A
EXHIBIT "A" PAGE 1 OF 6
LEASE NO.
QUANTITY EQUIPMENT DESCRIPTION --
Vendor #1 Play Co. Toys & Ente rtai nmen t Corp
(Spacewall) ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
14 96" T X3' W
36 96"TX4' W
2 60"TX3'W
11 60" T X 4' W
Vendor #2 Play Co. Toys & Entertainment Corp.
(Tustin Wood Works, 550 Rancheros Dr.
Incorporated) ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
1 NEW CASH WRAP FOR CENTURY CITY
INCLUDING 2 ROUND IMPULSE UNITS
AND 2 ANGLED PARTS OF CASH WRAP
Vendor #3 Play Co. Toys & Entertainment Corp.
(Signage Solution) ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
1 One Set of 11" Reverse Halo Letters
IN WITNESS WHEREOF the parties hereto have caused this Addendum to be duly
executed as of this 19th day of May 1998.
Acknowledged and Agreed by Lessee:
LESSEE: Play Co. Toys & Entertainment Corp.
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, CFO/Corporate Secretary
ADDENDUM A
EXHIBIT "A"
LEASE NO.
OUANTITY EOUIPMENT DESCRIPTION
Vendor #4 Play Co. Toys & Entertainment Corp.
(▇▇▇▇▇▇▇ 's) ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
362 Sq. Yd. Royal Blue High Grade Carpet
1.00 Sq. Yd. Carpet: add to original contract for
Designweave 4Ooz. to match Bentley Kings
Road Color Sapphire
Vendor #5 Play Co. Toys & Entertainment Corp.
(G.S.I.) ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
8 36" X 8" 1/4" CLEAR GLASS POLISH ALL
8 36" X 10" "SAME"
12 36" X 12" "SAME"
4 36" X 16" "SAME"
4 36" X 18" "SAME"
22 48" X 12" "SAME"
22 48" X 16" "SAME"
22 48" X 18" "SAME"
IN WITNESS WHEREOF the parties hereto have caused this Addendum to be duly
executed as of this 19th day of May 1998.
Acknowledged and Agreed by Lessee:
LESSEE: Play Co. Toys & Entertainment Corp.
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, CFO/Corporate Secretary
ADDENDUM A
EXHIBIT "A"
LEASE NO.
OUANTITY EOUIPMENT DESCRIPTION
Vendor #6 Mici Installation
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
1 Installation of all store fixtures, glass case, all CDC fixtures, &
canopies and 28 glass door kits. All hardware for anchoring plus box
comers. Anchor all wall units accoording to plan.
Vendor #7 TruSsworks
325 South Maple Avenue, #28
So. ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇
1 2' Radius 90' section
2 4' Radius 45' section
2 2' Radius 90' section, Horizontal
I 6' 7 1/2" sq. straight truss
1 7' 8-3/4" Sq. straight truss
2 7' 0" Sq. straight truss
1 2' 1-3/8" sq. straight truss
I 8-1/2" straight truss
2 1' 11-3/8" straight truss
1 5' 0" straight flat truss
1 5' 9-1/2" straight flat truss
2 3 7-1/2" sq. straight truss
10 12' 0" suspension cable, wi shackle
IN WITNESS WHEREOF the parties hereto have caused this Addendum to be duly
executed as of this 19th day of May 1998.
Acknowledged and Agreed by Lessee:
LESSEE: Play Co. Toys & Entertainment Corp.
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, CFO/Corporate Secretary
ADDENDUM A
EXHIBIT "A"
LEASE NO. _________
OUANTITY EOUIPMENT DESCRIPTION
Vendor #8 Tustin Wood Works, Incorporated
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇ ▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇
2 ROUNDED SEAT AREA
1 BOOKCASE FOR CENTURY CITY
34 FACIA PIECES
1 SQUARE STEP DISPLAY
1 HOBBY CASH WRAP
7 RECTANGULAR DISPLAY CASES WITH
MIRROR BACKS 0N3
2 ANGLED DISPLAY CASES WITH FLOURECENT LIGHTS AT SIDES AND A
FLOURECENT AT TOP
2 DISPLAY CASES 25 1/2" WIDE & 36" WIDE WITH SPOT LIGHTS &
FLOURECENT AT TOP
1 WEDGE CABINET FOR CENTURY CITY
61" HIGH WHITE
3 LAMINATED SHELVES WHITE FOR CENTURY CITY
1 ANGLED CABINET 72" HIGH WHITE & RED FOR CENTIRY CITY
2 3" x 72" FILLER PCS LAMINATED ON 4 SIDES WITH WHITE LAMINATE
IN WITNESS WHEREOF the parties hereto have caused this Addendum to be duly
executed as of this 19th day of May 1998.
Acknowledged and Agreed by Lessee:
LESSEE: Play Co. Toys & Entertainment Corp.
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, CFO/Corporate Secretary
ADDENDUM A
EXHIBIT "A"
LEASE NO.
QUANTITY
Vendor #9
▇▇▇▇▇▇ Corporation
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇
▇▇▇-▇▇▇-▇▇▇▇
50 PLT BACK, 48WX66H,72H UPRITE OR 66H UPPER, PEG
14 PLT, BACK,48WX54H,60H UPRITE OR 54H UPPER, PEG
12 PLT S STYLE SHELF,48X22D
8 PLT S STYLE DECK, 36W X 16D
6 PLT S STYLE SHELF, 36W X 16D
▇ ▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇ ▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇
45 PLT SLOTWALL CENTER RAIL,48W
15 PLT SLOTWALL CENTER RAIL, 36W SLV
10 SLOTWALL BACK SPACER CLIP
45 PLT BOTTOM RAIL, 48W, HEAVY DUTY
▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇, HEAVY DUTY
13 CHR BASE ENDTRIM, ▇▇▇, ▇▇ ▇▇▇▇, ▇▇▇▇-▇▇/▇▇
▇ ▇▇▇ ▇▇▇▇▇▇▇,▇▇▇▇▇▇▇,▇▇▇▇▇,▇/▇▇▇▇
4 SAT DOORKIT,36WX50H,GLASS,W/LOCK
10 SAT DOORKIT,48WX50H,GLASS,W/LOCK
6 SAT DOOR KIT,48WX87H,TEMP GLASS,W/LOCK
4 PLT MULTI-PURPOSE BRKTS, 16D,FLAT,PAIR-LH/RH
3 I09 END DECK, 35WX16D,06 ▇▇▇▇
▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇,▇▇▇▇▇▇▇,▇▇, ▇▇▇▇,▇▇▇▇▇▇▇▇▇
6 BASE BPACKET ANCHOR PLATE, PACK CF 10
18 CANOPY LITE BRKT,FOR UNDER SHELF APPL
IN WITNESS WHEREOF the parties hereto have caused this Addendum to be duly
executed as of this 19th day of May 1998.
Acknowledged and Agreed by Lessee:
LESSEE: Play Co. Toys & Entertainment Corp.
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, CFO/Corporate Secretary
EXHIBIT "A"
LEASE NO.
QUANTITY EQUIPMENT DESCRIPTION
Vendor #9
4 GLASS SHELF BRKT, 08D
4 GLASS SHELF BRKT, lOD
17 GLASS SHELF BRKT,12D
13 GLASS SHELF BRKT,16D
13 GLASS SHELF SHELF, 18D
36 BCP GLASS SHELF SUPPORT CHANNEL,36W
66 BCP GLASS SHELF SUPPORT CHANNEL, 48W
72 GLV CANOPY BRKT, FOR ▇▇▇ CANOPY
▇ ▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇
6 PLT S STYLE SHELF,36WX19D
12 PLT S STYLE SHELF,36WX17D
8 PLT S STYLE SHELF,36WX15 D
▇ ▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇
2 PLT S STYLE SHELF,36WX10D
6 3CP GLASS SHELF BRKT, 12D
6 3CP GLASS SHELF BRKT, 16D
6 3CP GLASS SHELF BRKET, 13D
2 PLT S STYLE SHELF,36WX1OD
▇ ▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇
▇ ▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇
2 PLT S STYLE SHELF,36WX19D
IN WITNESS WHEREOF the parties hereto have caused this Addendum to be duly
executed as of this 19th day of May 1998.
Acknowledged and Agreed by Lessee:
LESSEE: Play Co. Toys & Entertainment Corp.
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, CFO/Corporate Secretary
LESSOR. LEASE NUMBER
Pacifica Capital
▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ #▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
LESSEE
DATE OF LEASE
May 15, 1998
Play Co. Toys & Entertainment Corp.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
ACKNOWLEDGEMENT AND ACCEPTANCE
OF EQUIPMENT BY LESSEE
See Exhibit "A" Attached Hereto and Made A Part Hereof
Lessee hereby acknowledges that the Equipment described above has been
received in good condition and repair, has been properly installed, tested, and
inspected, and is operating satisfactorily in all respects for all of Lessee's
intended uses and purposes. Lessee hereby accepts unconditionally and
irrevocably the Equipment.
By signature below, Lessee specifically authorizes and requests Lessor to
make payment to the supplier of the Equipment. Lessee agrees that said Equipment
has not been delivered, installed, or accepted on a trial basis.
WITH THE DELIVERY OF THIS DOCUMENT TO LESSOR, LESSEE ACKNOWLEDGES AND
AGREES THAT LESSEE'S OBLIGATIONS TO LESSOR BECOME ABSOLUTE AND IRREVOCABLE AND
LESSEE SHALL BE FOREVER ESTOPPED FROM DENYING THE TRUTHFULNESS OF THE
REPRESENTATIONS MADE IN THIS DOCUMENT
DATE OF ACCEPTANCE
May 21, 1998
LESSEE Play Co. Toys & Entertainment Corp.
▇▇▇▇▇ ▇▇▇▇▇▇ CFO/Corporate Secretary
IMPORTANT THIS DOCUMENT HAS LEGAL AND FINANCiAL CONSEQUENCES TO YOU DO NOT
SIGN THIS DOCUMENT UNTiL YOU HAVE ACTUALLY RECEIVED ALL OF THE EQUIPMENT AND ARE
COMPLETELY SAT~SiFIED WITH IT
I HEREBY AUTHORiZE________________ ______________
TO ORALLY VERIFY MY/OUR ACCEPTANCE OF ThE ABOVE
REFERENCED EQUIPMENT IN MY ABSENCE.
▇▇▇▇ OF SALE
For and in consideration of the sum ofThirty One Thousand
TWO/Hu~)rI~SEiYhtY Eight &14/lOO ~ and other valuable consideration, the receipt
and svfficiency of which are hereby acknowledged, Play Co. Toys & Entertainment
Corp. (hereiii rererred to as "Seller") does hereby sell, grant, transfer and
deliver all its rights, title and interest in and to the equipment described
below (the "Equipment"):
SEE EXHIBIT "A'~ ATTACHED HERETO AND MADE A PART HEREOF
unto Pacifica Capital ( herein referred to as "Purchaser"), to have and to
hold said Equipment forever. The Equipment is sold "AS, WHERE IS," and the
foregoing description of the Equipment is for the sole purpose of identifying it
and is not part of the basis of the bargain. All cost incidental to the transfer
and/or delivery of the Equipment, including but nor limited to any applicable
sales or use tax, and/or any applicable registration fees shall be borne solely
by the Purchaser.
THE CONVEYANCE OF THE EQUIPMENT MADE HEREBY IS WITHOUT RECOURSE TO THE
SELLER, AND WITHOUT ANY WARRANTIES OF SELLER, WHETHER WRITTEN, ORAL OR IMPLIED,
excepting only that Seller represents that the Equipment is free of encumbrances
created by Seller. SELLER SHALL NOT, BY VIRTUE OF HAVING SOLD THE EQUIPMENT, BE
DEEMED TO HAVE MADE ANY REPRESENTATION OF WARkANTY AS TO THE MERCHANTABILITY,
FITNESS, DESIGN OR CONDITION OF, OR AS TO THE QUALITY OF THE MATERIAL OR
WORKMANSHIP IN THE EQUIPMENT.
Play Co. Toys & Entertainment Corp.
By ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title
ASSIGNMENT OF INVOICE
KNOW ALL MEN BY THESE PRESENTS: THAT REFERENCE IS HEREBY MADE TO that
certain equipment Lease dated 5/15/98 by and between Play Co. Toys &
Entertainment Corp. (Lessee), and Pacifica Capital (Lessor), and in which Toys
International (Assignor, for purposes of this Assignment of Invoice only) has a
certain interest, that pursuant thereto,
Lessee and Lessor mutually agreed that the subject leased person~ property
would be ordered by Lessor and purchased from the equipment vendor(s) with said
vendor directly invoicing Lessor. In that vendor(s) erroneously invoiced
Assignor, said invoice has not been paid by Assignor nor Lessee but rather has
been forwarded to Lessor. It was not the intention of Assignor or Lessee to
acquire any rights, title or interest in the subject equipment
Assignor hereby assigns and conveys to Pacifica Capital
(Lessor) all of its right, title and interest that it may have in and under
that certain Vendor ***SEE BEL0W*** Invoice No. ____________dated
________________ from ▇▇▇▇▇▇ Corporation ____________(Vendor), attached hereto
and in the equipment identified therein (Equipment)
Assignor represents and warrants that Assignor has the right to assign said
Invoice, and that acceptance of such assignment and payment of the purchase
price shall vest full right, title and interest in the Equipment in Pacifica
Capital (Lessor) free from any chims and encumbrances.
IN WITNESS WHEREOF, Assignor has hereunto executed this document this day
of 1998
**** Invoice~#105103-000-00 dated 4/6/98
Invoice #983989-000-00 dated 3/24/98
Invoice #105103-002-00 dated 4/7/98
Assignor: Play Co. Toys & Entertainment Corp.
By: __________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: CFO/Corporate Secretary
ASSIGNMENT OF INVOICE
KNOW ALL MEN BY THESE PRESENTS: THAT REFERENCE IS HEREBY MADE TO that
certain equipment Lease dated 5/15/98 , by and between Play Co. Toys &
Entertainment Corp. (Lessee), and Pacifica Capital (Lessor), and in which P1ayco
Toys (Assignor, for purposes of this Assignment of Invoice only) has a certain
interest, that pursuant thereto,
Lessee and Lessor mutually agreed that the subject ~eased person~ property
would be ordered by Lessor and purchased from the equipment vendor(s) with said
vendor directly invoicing Lessor. In that vendor(s) erroneously invoiced
Assignor, said invoice has not been paid by Assignor nor Lessee but rather has
been forwarded to Lessor. It was not the intention of Assignor or Lessee to
acquire any rights, title or interest in the subject equipment.
Assignor hereby assigns and conveys to Pacifica Capital (Lessor) all of its
right, title and interest that it may have in and under that certain Vendor
Invoice No. 2452 & 2485 dated 3/27/98 & 4/22/98, from Tustin Wood Works,
Incorporatec(Vendor), attached hereto and in the equipment identified therein
(Equipment). Assignor represents and warrants that Assignor has the right to
assign said Invoice, and that acceptance of such assignment and payment of the
purchase price shall vest full right, title and interest in the Equipment in
Pacifica Capital (Lessor) free from any claims and encumbrances.
IN WITNESS WHEREOF, Assignor has hereunto executed this document this 15th
day of May 1998
Assignor: Play Co. Toys & Entertainment Corp.
By: _________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: CFO/Corporate Secretary
ASSIGNMENT OF INVOICE
KNOW ALL MEN BY THESE PRESENTS: THAT REFERENCE IS HEREBY MADE TO
thatcertainequipmentLeasedated 5/15/98 byandbetween Play Co. Toys &
Entertainment Corp. (Lessee), and Pacifica Capital (Lessor), and in which P1 av
Co Toys (Assignor, for purposes of this Assignment of Invoice only) has a
certain interest, that pursuant thereto,
Lessee and Lessor mutually agreed that the subject leased personal property
would be ordered by Lessor and purchased from the equipment vendor(s) with said
vendor directly invoicing Lessor. In that vendor(s) erroneously invoiced
Assignor, said invoice has not been paid by Assignor nor Lessee but rather has
been forwarded to Lessor. It was not the intention of Assignor or Lessee to
acquire any rights, title or interest in the subject equipment.
Assignor hereby assigns and conveys to Pacifica Capital (Lessor) all of its
right, title and interest that it may have in and under that certain Vendor
Invoice No. none dated Mav 2, 1998 from Mici Installation ____________ (Vendor),
attached hereto and in the equipment identified therein (Equipment). Assignor
represents and warrants that Assignor has the right to assign said Invoice, and
that acceprance of such assignment and payment of the purchase price shall vest
full right, title and interest in the Equipment in Pacifica Capital (Lessor)
free from any claims and encumbrances.
IN WITNESS WHEREOF, Assignor has hereunto executed this document this 15th
day of May, 1998
Assignor: Play Co. Toys & Entertainment Corp.
By: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: CFO/Corporate Secretary
ASSIGNMENT OF INVOICE
KNOW ALL MEN BY THESE PRESENTS: THAT REFERENCE IS HEREBY MADE TO
thatcertainequipmentLeasedated 5/15/98 ,byandbetween Play Co. Tovs &
Entertainment Corp. (Lessee), and Pacifica Capital (Lessor)1 and in which P1ayco
Toys (Assignor, for purposes of this Assignment of Invoice only) has a certain
interest, that pursuant thereto,
Lessee and Lessor mutually agreed that the subject leased personal property
would be ordered by Lessor and purchased from the equipment vendor(s) with said
vendor directly invoicing Lessor. In that vendor(s) erroneously invoiced
Assignor, said invoice has not been paid by Assignor nor Lessee but rather has
been forwarded to Lessor It was not the intention of Assignor or Lessee to
acquire any rights, title or interest in the subject equipment.
Assignor hereby assigns and conveys to Pacifica Capital (Lessor) all of its
right, title and interest that it may have in and under ~at certain Vendor
InvoiceNo. M198()285 dated 3/27/98 from Trussworks (BGB Incorporated ~Vendor),
attached hereto and in the equipment identified therein (Equipment). Assignor
represents and warrants that Assignor has the right to assign said Invoice, and
that acceptance of such assignment and payment of the purchase price shall vest
full right, title and interest in the Equipment in Pacifica Ca~ital (Lessor)
free from any claims and encumbrances.
IN WITNESS WHEREOF, Assignor has hereunto execu~d this document this 15th
day of May 1998
Assignor: Play Co. Toys & Entertainment Corp.
By: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: CFO/Corporate_Secretary
▇▇▇▇ OF SALE
For and in consideration ofthe sum ofThirtv One Thousand ~ Eight &14/lOO
and other valuable consideration, the receipt and svfficiency of which are
hereby acknowledged, Play Co. Toys & Entertainment Corp. (hereui rererred to as
"Seller") does hereby sell, grant, transfer and deliver all its rights, title
and interesi in and to the equipment described b~ow (the "Equipment"):
SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF
unto Pacifica Capital ( herein referred to as "Purchaser"), to have and to hold
said Equipment forever. The Equipment is sold "AS, WHERE IS," and the foregoing
description of the Equipment is for the sole purpose of identifying it and is
not part of the basis of the bargain. All cost incidental to the transfer and/or
delivery of the Equipment, including but nor limited to any applicable sales or
use tax, and/or any applicable registration fees shall be borne solely by the
Purchaser.
THE CONVEYANCE OF THE EQUIPMENT MADE HEREBY IS WITHOUT RECOURSE TO THE
SELLER, AND WITHOUT ANY WARRANTIES OF SELLER, WHETHER WRITTEN, ORAL OR IMPLIED,
excepting only that Seller represents that the Equipment is free of encumbrances
created by Seller. SELLER SHALL NOT, BY VIRTUE OF HAVING SOLD THE EQUIPMENT, BE
DEEMED TO HAVE MADE ANY REPRESENTATION OF WARRANTY AS TO THE MERCHANTABILITY,
FITNESS, DESIGN OR COND~ON OF, OR AS TO THE QUALITY OF THE MATERIAL OR
WORKMANSHIP IN THE EQUIPMENT. Dated this l5th day of May 1998.
Play Co. Toys & Entertainnient Corp.
By ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: CFO/Corporate Secretary
