EOS INTERNATIONAL INC
EX-10.72
<DOCUMENT>
<TYPE>EX-10.72
<SEQUENCE>23
<FILENAME>a2075142zex-10_72.txt
<DESCRIPTION>EX-10.72
<TEXT>
<Page>

                                                                  Exhibit 10.72



       HYPOTHEC ON MOVABLE PROPERTY entered into this 14th day of December, 2001

                                            BETWEEN:

                                            THE BANK OF NOVA SCOTIA, with the
                                            Branch located at 44 King Street
                                            West, Toronto, Ontario, M5H 1H1

                                            (the "Bank")

                                            The Bank's notice of address has
                                            been registered in the Register of
                                            Personal and Movable Real Rights
                                            under the number:
                                            ---------------------------------

       AND:

                                            MDC REGAL INC., with its head office
                                            located at 45 Hazelton Avenue,
                                            Toronto, Ontario, M5R 2E8

                                            (the "Grantor")

       WHO AGREE AS FOLLOWS:

       I      HYPOTHEC

DELETE        1.     For good and valid consideration, the Grantor hereby grants
INAPPLICABLE         to the Bank a hypothec on and a security interest in the
DESCRIPTIONS         following property (the "hypothecated property"), for a sum
(REFER LOAN          of Fifty Million Dollars ($50,000,000), with interest at
MANUAL).             the nominal rate of twenty per cent (20%) per annum from
                     the date hereof:

                               DESCRIPTION OF THE HYPOTHECATED PROPERTY


                     (a)    All the Grantor's movable property, corporeal and
                            incorporeal, present and future, whenever situated.

                     (b)    All the Grantor's inventory, present and future,
                            wherever situated.

                     (c)    All the Grantor's debts, claims and rights of
                            action, present and future, regardless of where the
                            debtors of these debts, claims and rights of action
                            are located.

                     (d)    All the Grantor's present and future equipment,
                            machinery, tools and office furniture, wherever
                            situated.

                     (e)    Property described in Schedule B.

              2.     The following property, to the extent that it is not
                     already included in the property described in paragraph 1
                     or in Schedule B, is also charged by the hypothec and
                     security interest constituted herein. The expression
                     "hypothecated property" thus also includes the following
                     property:

                     (a)    the proceeds of any sale, lease or other disposition
                            of the property described in paragraph 1 or in
                            Schedule B, any debt resulting from such sale, lease
                            or other disposition, as well as any property
                            acquired to replace the hypothecated property (it
                            being understood that this clause

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                                      -2-

                            shall not be construed so as to permit the Grantor
                            to dispose of the hypothecated property in violation
                            of the provisions hereof);

                     (b)    any insurance or expropriation indemnity payable in
                            respect of the hypothecated property;

                     (c)    any rights attached to the hypothecated property, as
                            well as the fruits and revenues produced thereby;

                     (d)    where the property described in paragraph 1 or in
                            Schedule B includes shares or securities, all shares
                            and securities issued in replacement of these shares
                            or securities;

                     (e)    all deeds, documents, registers, invoices and books
                            of account evidencing the hypothecated property or
                            relating thereto.

       II     OBLIGATIONS SECURED

              This hypothec and security interest are granted to secure:

                     (a)    all the obligations of the Grantor to the Bank
                            arising from credit facilities granted by the Bank
                            to Regal Greetings & Gifts Corporation in the amount
                            of Fifty Million Dollars ($50,000,000) as well as
                            from any renewal or replacement of same and all
                            increases or other amendments thereto. The credit
                            facilities have been and will be availed of in the
                            manner agreed upon between the Grantor and the Bank;
                            and

                     (b)    all obligations of the Grantor to the Bank arising
                            from one or more guarantees executed in favour of
                            the Bank, as well as from any guarantee(s),
                            renewing, amending or replacing same, whereby the
                            Grantor has guaranteed to and in favour of the Bank
                            the payment and fulfilment of all obligations and
                            indebtedness of Regal Greetings & Gifts Corporation
                            present and future, direct and indirect, up to the
                            amount, if any, specified in the guarantee(s); and

                     (c)    all other present and future, direct and indirect,
                            obligations of the Grantor to the Bank.

              DECLARATIONS
              The Grantor declares and warrants the following:

              1.     The Grantor owns the hypothecated property free and clear
                     of all rights, hypothecs and security interests other than
                     those which have been disclosed by the Grantor to the Bank
                     in writing.

              2.     The hypothecated property will be kept at the locations in
                     the Province of Quebec, specified in section "A" of the
                     attached Schedule A.

              3.     The hypothecated property which is not situated in the
                     Province of Quebec is described in section "B" of the
                     attached Schedule A.

              4.     The hypothecated property is not intended to be used in
                     more than one province or country, except for the property
                     described in section "C" of the attached Schedule A.

              5.     The Grantor's head office (or his/her domicile, if the
                     Grantor is an individual) is located at the following
                     address:

                               45 Hazelton Avenue
                                Toronto Ontario
                                    M5R 2E8

       IV     COVENANTS

              1.     The Grantor will inform the Bank without delay of any
                     change to the Grantor's name or to the content of the
                     declarations made in Article III.

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                                      -3-

              2.     The Grantor will pay when due all duties, fees, taxes and
                     charges relating to the hypothecated property, as well as
                     any debt which could rank prior to the hypothec and
                     security interest constituted herein. On request, the
                     Grantor shall furnish to the Bank evidence that the
                     payments contemplated by this paragraph have been made.

              3.     The Grantor will insure the hypothecated property with an
                     insurer acceptable to the Bank and keep it constantly
                     insured for its full insurable value against damage caused
                     by theft, fire and all other risks that a prudent
                     administrator would insure the property against. The Bank
                     is hereby designated as the beneficiary of the indemnities
                     payable by virtue of these policies and the Grantor shall
                     cause such designation to be inscribed in the policies. The
                     Grantor shall provide the Bank with a copy of each policy
                     and, at least thirty (30) days prior to the expiration or
                     cancellation of a policy, evidence of its renewal or its
                     replacement thereof.

              4.     The Grantor shall do any act and sign all documents
                     necessary for the hypothec and security interest
                     constituted herein to have full effect and be constantly
                     set up against third parties.

              5.     The Grantor shall protect, use and maintain the
                     hypothecated property and exercise its activities in a
                     manner to preserve its value. The Grantor shall conform to
                     the requirements of all laws and regulations applicable to
                     the carrying on of its enterprise and to the holding of the
                     hypothecated property, including environmental laws and
                     regulations.

              6.     The Grantor shall keep all books and accounts that a
                     prudent administrator would keep with respect to the
                     hypothecated property and shall permit the Bank to examine
                     and obtain copies of same.

              7.     The Grantor shall keep the hypothecated property free of
                     all rights, hypothecs and security interests, save those
                     consented to in writing by the Bank.

              8.     The Grantor shall not dispose of the hypothecated property
                     or lease same, unless the Bank consents thereto in writing.
                     However, the Grantor may, if there is no default herein,
                     sell or lease its inventory in the ordinary course of its
                     business.

              9.     The Grantor shall not change the use, purpose or nature of
                     the hypothecated property or remove the hypothecated
                     property from its present location, unless the Bank
                     consents thereto in writing. If the Grantor is a
                     corporation, the Grantor shall not amalgamate or merge with
                     another entity or commence winding-up proceedings, without
                     the written consent of the Bank.

              10.    The Grantor shall furnish to the Bank all information that
                     the Bank could reasonably require with respect to the
                     hypothecated property or to verify if the Grantor is
                     conforming to its covenants and obligations contained
                     herein. The Grantor shall inform the Bank of any fact or
                     event which could adversely affect the value of the
                     hypothecated property or the financial condition of the
                     Grantor.

              11.    The Grantor shall pay all costs related to this hypothec,
                     including the costs incurred to perfect the rights of the
                     Bank herein.

              12.    The Grantor shall reimburse the Bank for all costs and
                     charges incurred by the latter to exercise its rights or to
                     fulfill the obligations of the Grantor, with interest at
                     the prime lending rate of the Bank plus 3% per annum. This
                     hypothec and security interest created herein shall also
                     secure repayment of these costs and charges as well as
                     payment of interest.

       V      RIGHTS OF THE BANK

              1.     The Bank may from time to time, at the Grantor's expense,
                     inspect the hypothecated property or have it appraised. The
                     Grantor shall permit the Bank to have access to the
                     premises where the hypothecated property is located, as
                     well as to the Grantor's place of business. The Grantor
                     shall also permit the Bank to examine all books of account
                     and documents relating to the hypothecated property and
                     obtain copies thereof.

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                                      -4-

              2.     The Bank may, without being bound to do so, fulfill any or
                     all of the obligations of the Grantor herein.

              3.     The Grantor may collect all claims, debts and rights
                     forming part of the hypothecated property as long as the
                     Bank has not withdrawn its authorization to do so. The
                     Grantor shall however remit all sums collected to the Bank
                     unless the Bank authorizes the Grantor to keep such sums.
                     If the Bank withdraws this authorization, it may then
                     collect debts, claims and rights of action. It shall then
                     be entitled to a reasonable commission for this collection,
                     which may be deducted from any sum collected.

              4.     Where the hypothecated property includes shares or
                     securities, the Bank or its nominee may, without being
                     bound to do so, have itself registered as the holder of
                     these shares and securities and exercise any right attached
                     thereto, including any right to vote and any right of
                     conversion or redemption.

              5.     In the event that the Bank has the possession of the
                     hypothecated property, it shall have no obligation to
                     maintain the use for which the hypothecated property is
                     normally destined or to make it productive onto continue
                     its use or operation.

              6.     The Grantor constitutes the Bank its irrevocable attorney,
                     with power of substitution, in order to do any act and to
                     sign any document necessary or useful to the exercise of
                     the rights conferred on the Bank under this deed.

              7.     The rights conferred on the Bank under this article V may
                     be exercised by the Bank before or after default by the
                     Grantor under the terms of this deed.

       VI     DEFAULTS AND RECOURSES

              1.     The Grantor shall be in default in each and every one of
                     the following events:

                     (a)    If any or all of the obligations secured under this
                            deed are not paid when due;

                     (b)    If any of the declarations made in article III is
                            erroneous;

                     (c)    If the Grantor does not fulfil any one of its
                            obligations herein;

                     (d)    If the Grantor is in default under any other
                            contract or agreement with the Bank or any other
                            creditor, or under any other hypothec or security
                            agreement affecting the hypothecated property;

                     (e)    If the Grantor ceases to carry on its business,
                            becomes insolvent or bankrupt; or

                     (f)    If any or all of the hypothecated property is seized
                            or is subject to a legal procedure or a taking of
                            possession by a creditor, a receiver or any other
                            person performing similar functions.

              2.     If the Grantor is in default, the Bank may terminate any
                     obligation it may have to grant credit or make advances to
                     the Grantor and it may also declare due all obligations of
                     the Grantor which are not yet due. If the Grantor is in
                     default, the Bank may also exercise all recourses conferred
                     on it by law and may realize its hypothec and security
                     interest, notably by exercising the hypothecary rights
                     provided in the Civil Code of Quebec.

              3.     In order to realize its hypothec and security interest, the
                     Bank may use, at the expense of the Grantor, the premises
                     where the hypothecated property is situated, as well as any
                     other property of the Grantor. Where the hypothecated
                     property includes debts, claims or rights of action, the
                     Bank may compromise or transact with the debtors of these
                     debts or rights of action and may grant releases and
                     discharges thereto. Where the hypothecated property
                     includes inventory, the Bank may complete the manufacture
                     of such inventory and do all things necessary or useful to
                     its sale.

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                                      -5-

       VII    GENERAL PROVISIONS

              1.     The prime lending rate of the Bank is a variable per annum
                     reference rate of interest (as announced and adjusted by
                     the Bank from time to time) for Canadian dollar loans made
                     by the Bank in Canada.

              2.     The hypothec and security interest created herein are in
                     addition to and not in substitution for any other hypothec
                     or security held by the Bank.

              3.     This hypothec and security interest are a continuing
                     security and shall continue to exist notwithstanding the
                     payment from time to time, in whole or in part, of any of
                     the obligations secured by this deed.

              4.     In each of the events provided in paragraph 1 of article
                     VI, the Grantor shall be in default by the mere lapse of
                     time, without the necessity of any notice or demand.

              5.     If several persons are designated as "Grantor", each such
                     person shall be individually and collectively (that is
                     jointly and severally) liable to the Bank for the
                     fulfillment of the obligations provided in this deed.

              6.     Any sum collected by the Bank in the exercise of its rights
                     provided herein or by law may be kept by the Bank, as
                     hypothecated property, or may be applied to the payment of
                     the obligations secured by this deed, whether due or not.
                     The Bank shall have the choice of how any such sum will be
                     applied.

              7.     The exercise by the Bank of any recourse under this deed
                     shall not preclude the Bank from exercising any other
                     recourse provided herein or by law. All the recourses of
                     the Bank are cumulative and not alternative. The
                     non-exercise by the Bank of any of its recourses shall not
                     constitute a renunciation of the exercise of such recourse
                     at a later date. The Bank may exercise its recourses herein
                     without being required to exercise its recourses against
                     the Grantor or against any other person liable for the
                     payment of the obligations secured by this deed or to
                     realize any other security held for the payment of the
                     secured obligations.

              8.     The Bank shall be bound only to exercise reasonable care in
                     the exercise of its rights and fulfillment of its
                     obligations and, in any event, it shall only be liable for
                     its intentional fault or gross negligence.

              9.     The Bank may delegate to another person the exercise of its
                     rights or the accomplishment of its obligations resulting
                     herefrom. In such a case, the Bank may provide to this
                     person any information it may have concerning the Grantor
                     or the hypothecated property.

              10.    The rights conferred on the Bank herein shall benefit any
                     successor of the Bank, including any entity resulting from
                     the amalgamation of the Bank with any other entity.

              11.    If any provision hereof is determined to be void or
                     unenforceable in whole or in part, it shall be deemed not
                     to affect or impair any other provision hereof.

              12.    Any notice to the Grantor may be given at the address
                     indicated below or any other address indicated in writing
                     by the Grantor to the Bank.

              13.    This deed shall be governed and interpreted by the law in
                     force in the Province of Quebec.

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                                      -6-

              14.    The parties hereto have expressly agreed that this deed
                     be executed in the English language. Les parties ont
                     expressement convenu que la presente convention soit
                     redigee en anglais.


              SIGNED AT Toronto, on the day, month and year firstly above
              written.

                                            Grantor:  MDC REGAL INC.

                                                Per:
              -----------------                       -------------------------
              Witness                                 Authorized Signing
                                                         Officer

                                                      45 Hazelton Avenue
                                                      Toronto, Ontario
                                                      M5R 2E8

                                                      The Bank of Nova Scotia


                                                      -------------------------
                                                       Authorized Signing
                                                          Officer

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              SCHEDULE A TO THE HYPOTHEC ON MOVABLE PROPERTY DATED

              December 14, 2001
              --------------------------------------------------------------

              BETWEEN THE BANK OF NOVA SCOTIA AND THE UNDERSIGNED GRANTOR

              A - Description and location of hypothecated property in the
                  Province of Quebec:

              All locations and all assets of Grantor located in the Province of
              Quebec.

              B - Description and location of the hypothecated property not
                  situated in the Province of Quebec:

              All locations and all assets of Grantor in Canada.

              C - Description of the hypothecated property intended to be used
              in more than one province or country:

              This schedule forms an integral part of the Hypothec on Movable
              Property.

                                                      MDC Regal Inc.

                                                 Per:
              -------------                           --------------------------
              Witness                                 Authorized Signing Officer

              -------------------------               --------------------------
              Witness                                 Signature


                                                      The Bank of Nova Scotia


                                                      --------------------------
                                                      Authorized Signing Officer

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              SCHEDULE B TO THE HYPOTHEC ON MOVABLE PROPERTY DATED

              December 14, 2001
              --------------------------------------------------------------

              BETWEEN THE BANK OF NOVA SCOTIA AND THE UNDERSIGNED GRANTOR

              Description of property for article 1 Hypothec, paragraph 1 (e):

              All present and after acquired personal property.

              This schedule forms an integral part of the Hypothec on Movable
Property.

                                                    MDC REGAL INC.

                                                    Per:
             -----------------------------------        ----------------------
             Witness                                Authorized Signing Officer


                                                    The Bank of Nova Scotia


                                                    --------------------------
                                                    Authorized Signing Officer

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