EXHIBIT 10.111(a)
TERMINATION AND RELEASE AGREEMENT
This Termination and Release Agreement made this ____ day of May, 2000, by
and between Play Co. Toys & Entertainment Corp. ("Play Co."), a Delaware
corporation, having its principal place of business at 550 Rancheros Drive, San
Marcos, California 92069 and ZD Group, LLC ("ZD"), a New York Limited Liability
Company, having an address at 1385 Broadway, Suite 814, New York, New York
10018.
R E C I T A L S:
WHEREAS, on November 11, 1998 the parties hereto entered into a certain
Agreement providing, among other things, for the issuance of a Letter of Credit
upon the application of ZD for the benefit of Play Co. to secure certain
obligations of Play Co. and which provided further that Play Co. would pay a
certain defined "Guaranty Fee" (the "Agreement"); and
WHEREAS, the parties desire to resolve questions between them concerning
the amount of the Guaranty Fee and the payment thereof and to terminate the
Agreement.
NOW, THEREFORE, it is agreed:
1. Play Co. shall pay to ZD the sum of $500,000.00 in full satisfaction of
any and all obligations to ZD for the Guaranty Fee.
2. Effective upon such payment, ZD's obligations under the Agreement to
guaranty the credit of Play Co. and to provide letters of credit shall be
terminated and the parties shall release be deemed to have released each other
from any and all claims, demands or obligations of any nature, kind or
description arising out of the Agreement.
IN WITNESS WHEREOF, the parties have set their hands and seals the day and
year first above written.
PLAY CO. TOYS & ENTERTAINMENT CORP.
By: ____________________________
ZD GROUP, LLC
By: ____________________________
