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Revenue Participation Agreement

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Sectors: Consumer Products (Durables)
Governing Law: Michigan, View Michigan State Laws
Effective Date: August 27, 1998
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REVENUE PARTICIPATION AGREEMENT


This Agreement is made as of August 27, 1998 between FUNDEX GAMES, LTD., a Nevada corporation with an address of 2237 Directors Row, Indianapolis, Indiana 46241 ("Borrower"), and LIBERTY BIDCO INVESTMENT CORPORATION, a Michigan corporation, with an address of 30833 Northwestern Highway, Suite 211, Farmington Hills, Michigan 48334-2582 ("BIDCO").


RECITALS


A. BIDCO has loaned Borrower an amount of One Million Dollars
($1,000,000.00). Borrower has executed a Business Loan Note
with Covenants (the "Note"), a Continuing Security Agreement
and other documents relating thereto (the Note, Continuing
Security Agreement and all other documents related thereto are
referred to collectively as the "Loan Documents"); and


B. As additional consideration for BIDCO making the loan to
Borrower, Borrower has agreed to pay BIDCO revenue
participation fees (the "Revenue Participation Fees") as set
forth herein.


NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:


1. Term. The term of this Agreement shall commence immediately and shall terminate upon the later of payment in full of sums due under the Loan Documents or five (5) years from the date hereof.


2. Revenue Participation Fees.


a. During the term hereof Borrower agrees to pay to
BIDCO Revenue Participation Fees equal to the greater
of the Monthly Minimum Fee for the indicated period
set forth below or one and twenty-five one-hundredths
percent (1.25%) of the Gross Revenues of (i) Borrower
and (ii) any other entity with which Borrower or its
management, directly or indirectly, own or control an
equity interest which is in substantially the same
business to Borrower (collectively, the Revenue
Entities):


Calendar Year Monthly Minimum Fee
------------- -------------------
1998 $ 4,000.00
1999 5,500.00
2000 7,000.00
2001 8,500.00
2002 10,000.00
2003 11,500.00 2
b. The term "Gross Revenues" shall mean all revenues
of any type received by the Revenue Entities directly
or indirectly resulting from operations of its
businesses, whether payment is received in cash,
merchandise, services, income
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