THIS AGREEMENT made the 12th day of February Two Thousand and One BETWEEN all those persons
whose respective names and addresses are set out in the First Schedule hereto (the "Vendors") of the one part
and the person whose name and address are set out in the Second Schedule hereto (the "Purchaser") of the
second part and LUI YIU WAH, holder of Hong Kong Identity Card No. Al85781(1), gentleman of 1/F., Liven
House, 61-63 King Yip Street, Kwun Tong, Kowloon, Hong Kong (the "Vendor Guarantor") of the third part.
(A) TOY CONCEPTS INTERNATIONAL LIMITED (the "Company") was incorporated in Hong Kong under
the Companies Ordinance on 5 August 1993 as a private company limited by shares with an authorized share
capital of HK$1,000,000.00 divided into 1,000,000 ordinary shares of HK$1.00 each, all of which have been
issued and fully paid up as at the date hereof.
(B) The Vendors are respectively the registered holders of the number of shares in the Company as am set out
opposite to their respective names in the third column of the First Schedule hereto at the date hereof (hereinafter
referred to as "the Sole Shares") and each of the Vendors has the right, power and authority to sell and transfer
the Sale Shares, free from any claims, debts, liens, options, preemption rights, charges, encumbrances, equities or
adverse rights of any description together with all rights attached thereto and all dividends and distributions
declared paid or made in respect thereof after the, date hereof.
(C) The Vendors have agreed to sell and the Purchaser has agreed to purchase the Sale Shares on the terms and
conditions and on the basis of the warranties, representations, undertakings, agreements and indemnities
NOW IT IS HEREBY AGREED as follows
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement, unless otherwise expressed or required by context, the following expressions shall have
the respective meanings set opposite thereto, as follows: