April 22, 2003

Exhibit 10.60

 

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Ladies and Gentlemen:

 

Re: Agreement Regarding Certain Matters

 

Ladies and Gentlemen:

 

In consideration of the purchase by ▇▇▇▇▇▇▇ Park Capital II, L.P. (“▇▇▇▇▇▇▇”) of  5,000 shares of FAO, Inc. Class I Convertible Preferred Stock (the “Shares”), and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, this letter constitutes the following agreement:

 

1.               ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Capital Advisors LP, Woodacre LLC, Fortune Twenty-Fifth, Inc., ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, and ▇▇▇ ▇▇▇▇▇▇ hereby agree that, so long as ▇▇▇▇▇▇▇ and its affiliates own not less than 3,000 Shares or the shares of FAO, Inc. (“FAO”) Common Stock into which such Shares have been converted, each of them shall cause all shares of Class I Convertible Preferred Stock, Class J Convertible Preferred Stock, and Common Stock owned by them to be voted so as to elect the designee of ▇▇▇▇▇▇▇ to FAO’s Board of Directors.

 

2.               ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇ hereby agree that with respect to all FAO, Inc., FAO ▇▇▇▇▇▇▇▇, Inc., and ZB Company, Inc. Equipment Notes dated on or about April 22, 2003 (the “Notes”) beneficially owned by either of them (including, but not limited to, those held by Fortune Twenty-Fifth, Inc.), they will not exercise the conversion right contained in such Notes at any time prior to January 12, 2004.

 

3.               Each party to this agreement severally represents that (i) such party has full capacity to execute, deliver and perform this letter agreement; (ii) this letter agreement has been duly authorized and approved, if applicable; and (iii) this letter agreement is the valid and binding obligation of such party and enforceable against such party in accordance with its terms.

 

 

Sincerely,

▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Capital Advisors, LP,

a California limited partnership

By

▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Investment Management, Inc. a Nevada corporation

By

/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇

▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇

General Counsel

▇▇▇▇ ▇▇▇▇▇, an Individual

By

/s/ ▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇▇ ▇▇▇▇▇, an Individual

By

/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇

WOODACRES LLC

By

/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇

Its:

General Counsel of Manager

▇▇▇▇▇▇▇ ▇▇▇▇▇▇, an Individual

By

/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇

▇▇▇ ▇▇▇▇▇▇, an Individual

By

 

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			FORTUNE TWENTY-FIFTH, INC.
			By	/s/ ▇▇▇▇ ▇▇▇▇▇
			Its:	President
Accepted and Agreed:
▇▇▇▇▇▇▇ PARK CAPITAL II L.P., a Delaware limited partnership
By: ▇▇▇▇▇▇▇ Park Associates III, LLC, a Delaware limited liability company
By:	/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
An authorized signatory

 

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