8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(amendment no. 1)

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 6, 2007

DREAMS, INC.

(Exact name of registrant as specified in its charter)

Utah	000-30310	87-0368170
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2 South University Drive, Plantation, Florida	33324
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (954) 377-0002

Registrant’s facsimile number, including area code: (954) 475-8785

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

Dreams, Inc. (the “Company”) has announced that it and certain of its subsidiaries (collectively the “Debtors”) have entered into an $18 million credit facility with Comerica Bank which includes a $15 million working capital revolver and $3 million earmarked for the cash portion of future strategic acquisitions by the Company.

The $15 million revolving note (the “Revolving Note”) has a maturity date of August 1, 2010. The amount outstanding from time to time under the Revolving Note may not exceed the sum of: (i) 80% of the eligible accounts of the Debtors; plus (ii) 60% of the eligible inventory of the Debtors; plus (iii) the lesser of (a) 60% of the eligible retail outlet exception inventory and (b) $3 million. The initial principal balance under the Revolving Note is $6.7 million.

Interest shall accrue on all outstanding amounts under the Revolving Note at the rate of either (i) the greater of (a) the prime rate minus 0.75% and (b) 1.0% plus the average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers (the “Revolving Prime-based Rate”); or (ii) a euro-based rate as defined in the Revolving Note (the “Revolving Euro-based Rate”), as applicable. Interest that has accrued under the Revolving Prime-based Rate shall be payable monthly in arrears, and interest that has accrued under the Revolving Euro-based Rate shall be payable on the last day of the interest period applicable thereto. All outstanding principal, and any remaining outstanding interest, shall be paid in one lump sum on the maturity date.

The Debtors have not as of this date borrowed any funds under the $3 million facility for future strategic acquisitions. Each time the Debtors borrow funds under the $3 million facility an acquisition note will be issued (the “Acquisition Note(s)”). Each such Acquisition Note will have a maturity date of December 1, 2009. Interest shall accrue on all outstanding amounts under the Acquisition Notes at the rate of either (i) the greater of (a) the prime rate minus 0.25% and (b) 1.0% plus the average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers (the “Acquisition Prime-based Rate”); or (ii) a euro-based rate as defined in the Revolving Note (the “Acquisition Euro-based Rate”), as applicable. Outstanding principal and interest under the Acquisition Notes shall be paid in equal monthly payments with the final payment due on the maturity date.

The Debtors have granted Comerica Bank a security interest in all of Debtors’ personal property to secure Debtors payment when due of all of Debtors existing and future indebtedness to Comerica Bank.

The transaction documents contain standard affirmative and negative loan covenants.

The description of the loan facility set forth herein is qualified in its entirety by the specific terms of the Loan Agreement, Form of Revolving Note, Form of Acquisition Note, and Security Agreement, copies of which are attached hereto as Exhibits.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release (1)

99.2 Loan Agreement dated June 6, 2007

99.3 Form of Revolving Note

99.4 Form of Acquisition Note

99.5 Security Agreement dated June 6, 2007

(1) Previously filed by the Registrant on Form 8-K on June 6, 2007.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: June 12, 2007	DREAMS, INC.
	BY:	/s/ ROSS TANNENBAUM
		Chief Executive Officer

EX-99.2

Exhibit 99.2

June     , 2007

Dreams, Inc.

Two S. Plantation Drive, Suite 325

Plantation, FL 33324

Ladies and Gentlemen:

This letter constitutes an agreement by and between COMERICA BANK, a Michigan banking corporation (herein called “Bank”), and (i) Dreams, Inc. a Utah corporation, registered in Florida as a foreign corporation under the name Dreams of Utah, Inc. and dba Dreams, Inc. (individually “Dreams”, and as authorized agent for each of the other Borrowers “Authorized Agent”), (ii) Dreams Franchise Corporation, a California corporation (“Franchise”), (iii) Dreams Entertainment, Inc., a Utah corporation (“Entertainment”), (iv) Dreams Products, Inc., a Utah corporation, Inc. (“Products”), (v) Dreams Retail Corporation, a Florida corporation (“Retail”), (vi) Dreams/Pro Sports, Inc., a Florida corporation (“Pro Sports”), (vii) Fansedge Corporation, a Delaware corporation (“Fansedge”), (viii) The Greene Organization, Inc., a Florida corporation (“Greene”), (ix) The Sports Collectibles & Auction Borrower, Inc., a Florida corporation (“Collectibles”), (x) Dreams Unique, Inc., a Florida corporation (“Unique”), (xi) StarsLive365, LLC, a Nevada limited liability corporation (“StarsLive”), and (xii) 365 Las Vegas, L.P., a Nevada limited partnership (“Las Vegas” and collectively with Dreams, Franchise, Entertainment, Products, Retail, Pro Sports, Fansedge, Greene, Collectibles, Unique and StarsLive referred to herein as the “Borrowers” and individually, a “Borrower”), pertaining to certain loans and other credit which Bank has made and/or may from time to time hereafter make available to Borrowers, or any of them.

In consideration of all present and future loans, advances and other credit from time to time made available by Bank to or in favor of any of the Borrowers, and in consideration of all present and future Liabilities of any of the Borrowers to Bank, each Borrower represents, warrants, covenants and agrees as follows:

1. (a) As used in this Agreement, the following terms shall have the following respective meanings:

“Affiliate” shall mean, when used with respect to any Person, any other Person, or group acting in concert in respect of such Person, that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with such Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any Person or group of persons, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” shall mean this Letter Agreement, as the same may be amended from time to time.

“Business Day” shall mean any day, other than a Saturday, Sunday or holiday, on which Bank is open for all or substantially all of its domestic and international business (including dealings in foreign exchange) in Detroit, Michigan and Fort Lauderdale, Florida.

“Capital Expenditure” shall mean, without duplication, with respect to any Person, any payment made directly or indirectly for the purpose of acquiring or constructing fixed assets, real property or equipment which in accordance with GAAP would be added as a debit to the fixed asset account of such Person, including, without limitation, amounts paid or payable under any conditional sale or other title retention agreement or under any lease or other periodic payment arrangement which is of such a nature that payment obligations of such Person thereunder would be required by generally accepted accounting principles to be capitalized and shown as liabilities on the balance sheet of such Person.

“Consolidated” and “Consolidating” shall mean when used with reference to any financial term in this Agreement, the aggregate for two or more Persons of the amounts signified by such term for all such Persons determined on a consolidated basis in accordance with GAAP.

“Debt” shall mean with respect to any Person as of any date of determination all items of indebtedness, obligation or liability of that Person, whether matured or unmatured, liquidated or unliquidated direct or indirect, absolute or contingent, joint or several, that should be classified as liabilities in accordance with GAAP.

“Default” shall mean any condition or event which, with the giving of notice or the passage of time, or both, would constitute an Event of Default.

“EBITDA” shall mean, for any period, net income (loss) of Dreams and its Consolidated Subsidiaries before interest expense, income tax expense and depreciation and amortization expense for such period, all as determined on a Consolidated basis in accordance with GAAP.

“Environmental Laws” shall mean all laws, codes, ordinances, rules, regulations, orders, decrees and directives issued by any federal, state, local, foreign or other governmental or quasi-governmental authority or body (or any agency, instrumentality or political subdivision thereof) pertaining to hazardous or toxic materials, including, without limitation, any hazardous materials or wastes, toxic substances, flammable, explosive or radioactive materials, asbestos, and/or other similar materials; any so-called “superfund” or “superlien” law pertaining to hazardous or toxic materials on or about any property at any time owned, leased or otherwise used by any Borrower, or any portion thereof, including, without limitation, those relating to soil, surface, subsurface groundwater conditions and the condition of the ambient air; and any other federal, state, foreign or local statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to, or imposing liability or standards of conduct concerning, any hazardous, toxic, radioactive, flammable or dangerous waste, substance or material, as now or at any time hereafter in effect.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended, or any successor act or code.

“Event of Default” shall mean the occurrence or existence of any of the conditions or events set forth in Section 6 of this Agreement.

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“Fixed Charge Coverage Ratio” shall mean, as of the last day of any fiscal quarter of Borrowers a ratio, the numerator of which is EBITDA for the four-quarter period ending on such date minus the aggregate tax liability of Dreams and its consolidated Subsidiaries for such period, and the denominator of which is the sum of the interest expense of Dreams and its Consolidated Subsidiaries for such period, plus the unfinanced (cash) Capital Expenditures of Dreams and its Consolidated Subsidiaries for such period, plus that portion of the long-term Debt of Dreams and its consolidated Subsidiaries which became due and payable by Dreams and/or any of its Consolidated Subsidiaries during such period, all as determined on a Consolidated basis in accordance with GAAP.

“GAAP” shall mean generally accepted accounting principles consistently applied.

“Guaranty” shall mean a guaranty in form and substance satisfactory to Bank pursuant to which a Guarantor guaranties payment of all or any portion of the Liabilities.

“Hazardous Materials” shall mean all of the following: any asbestos, petroleum, petroleum by-products, flammable explosives, radioactive materials, and any hazardous or toxic materials, as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 9601 et seq.), or in any other Environmental Law.

“Liabilities” shall mean all present and future liabilities, obligations and indebtedness of Borrowers, or any of them, to Bank, howsoever created, existing, evidenced or arising, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing or arising, whether due or to become due, and all amendments, restatements, extensions and/or renewals thereof.

“Licensing Agreements” shall mean the Licensing Agreements described in Schedule 1 annexed hereto.

“Loan Documents” shall mean this Agreement and any and all notes, instruments, documents, guarantees, security agreements and written agreements at any time evidencing, governing, securing or supporting any of the Liabilities.

“Material Adverse Effect” shall mean any material adverse change in or effect upon (i) the business, operations, condition (financial or otherwise), performance or properties of any Borrower(s), or (ii) the ability of any Borrower(s) to pay and perform their obligations under this Agreement or otherwise in respect of any of the Liabilities, or (iii) the enforceability of this Agreement or any of the other Loan Documents.

“PBGC” shall mean the Pension Benefit Guaranty Corporation, or any successor thereto.

“Permitted Acquisition” shall mean the acquisition of (i) all outstanding equity interests of an entity pursuant to which such entity becomes a wholly-owned subsidiary of the Borrower (and, if required by Bank, such Subsidiary shall have duly executed a guaranty of payment of the Liabilities and/or agreements granting Bank a security interest in all present and future assets of such Subsidiary as collateral security for the Liabilities) or (ii) substantially all assets of an entity by the Borrower or one of the Borrower’s subsidiaries free and clear of liens and encumbrances other than Permitted Encumbrances; so long as in each case, the Bank has given its prior written consent to such acquisition.

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“Permitted Encumbrances” is defined in Section 5(c) of this Agreement.

“Person” or “person” shall mean any individual, corporation, partnership, limited liability company, trust, incorporated or unincorporated organization, joint venture, joint stock company, a government, or any agency or political subdivision thereof, or any other entity of any kind.

“Revolving Credit Amount” shall mean $15,000,000.

“Revolving Credit Maturity Date” shall mean the “Maturity Date” as set forth in the Revolving Note.

“Revolving Note” shall mean that certain Revolving Note dated June     , 2007 made by in the principal amount of $15,000,000 by Borrowers payable to Bank, as may be amended, restated, supplemented or replaced from time to time.

“Subordinated Debt” shall mean any Debt of a Borrower which is expressly subordinated in priority of payment to the Liabilities, in each case, pursuant to the terms of a subordination agreement executed and delivered unto, and acceptable to, Bank.

“Subsidiary(ies)” shall mean, in respect of any Person, any corporation, association, joint stock company, limited liability company, partnership (whether general, limited or both), or business trust (in any case, whether now existing or hereafter organized or acquired), of which more than fifty percent (50%) of the outstanding voting stock or other ownership interest is owned either directly or indirectly by such Person and/or one or more of its Subsidiaries, or the management of which is otherwise controlled either directly or indirectly by such Person and/or one or more of its Subsidiaries. Unless otherwise specified to the contrary herein or the context otherwise expressly requires, the term Subsidiary(ies) shall refer to the Subsidiary(ies) Dreams.

“Tangible Net Worth” shall mean, as of any date of determination (i) the net book value of the assets of Dreams and its Consolidated Subsidiaries as of such date (excluding all amounts owing to Dreams and/or its Consolidated Subsidiaries by officers, directors, shareholders and other Affiliates and all patents, patent rights, trademarks, trade names, franchises, copyrights, licenses, goodwill and all other intangible assets of Dreams and/or its Consolidated Subsidiaries), after all appropriate deductions in accordance with GAAP (including, without limitation, reserves for doubtful receivables, obsolescence, depreciation and amortization) minus (ii) the total Debt of Dreams and its Consolidated Subsidiaries as of such date, all as determined in accordance with GAAP.

“Warehouses” shall mean the following properties: 5000 NW 108th Avenue, Sunrise, FL, 33351, 7510 N. Caldwell Avenue, Niles, IL and 1168 Wigwam Parkway, Henderson, NV.

(b) Unless expressly provided to the contrary, all accounting and financial terms and calculations hereunder or pursuant hereto shall be defined and determined in accordance with GAAP.

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2. Each loan, advance or other extension of credit made by Bank to or otherwise in favor of Borrowers, or any of them, shall be evidenced by and subject to a promissory note or other agreement or evidence of indebtedness acceptable to Bank, in each case, executed and delivered by Borrowers unto Bank. The funding and disbursement of any loan or advance, and the extension of any other credit, to or in favor of Borrowers shall be subject to the execution and/or delivery unto Bank of such Loan Documents as Bank may reasonably require, and shall be further subject to the satisfaction of such other conditions and requirements as Bank, and its counsel, may from time to time require.

3. Borrowers agree to pay Bank a non-refundable, unused fee on the average daily balance of the unused portion of the Revolving Credit Amount at the rate per annum equal to one eighth of one percent (.125%) of the Revolving Credit Amount for the average number of days elapsed using a year of 360 days. The commitment fee shall be payable quarterly in arrears on the first Business Day of each March, June, September and December, commencing September 1, 2007, and on the Revolving Credit Maturity Date.

4. The proceeds of advances of the revolving line of credit evidenced by the Revolving Note shall be used to refinance existing indebtedness of Borrowers to LaSalle Bank and thereafter for working capital.

5. (a) Bank has extended to Borrower a $3,000,000, discretionary advance line of credit (“Acquisition Line”), the proceeds of which shall be used solely to finance Permitted Acquisitions. Bank may make advances of the Acquisition Line to Borrower at any time and from time to time from the date hereof until June     , 2008 (the “Acquisition Line Draw Expiration Date”) provided, however, in no event shall the outstanding advances made under the Acquisition Line exceed Three Million Dollars ($3,000,000) in the aggregate and in no event shall the Bank have any obligation at any time to make any advances of the Acquisition Line.

(b) Each advance under the Acquisition Line shall be evidenced by an Acquisition Note issued by Borrower in the form of Exhibit “A” annexed hereto (each individually, an “Acquisition Note” and collectively, the “Acquisition Notes”). Advances, repayments but not re-advances, may be made under the Acquisition Line, subject to the terms and conditions of this Agreement and each Acquisition Note.

(c) Bank shall not make any advances under the Acquisition Line unless Borrower shall have first filed with Bank a request for advance (as of the date of the borrowing), in form satisfactory to Bank, executed by an authorized officer of Borrower accompanied by an executed copy of the purchase agreement relating to the proposed Permitted Acquisition and such other documents, instruments or opinions as the Bank may require.

(d) Each Acquisition Note shall mature on December 1, 2009. The principal indebtedness represented by each Acquisition Note shall be repaid in monthly principal installments each in an amount sufficient to fully amortize the original principal amount of such Acquisition Note over the term of the Acquisition Note, commencing on the first Business Day (as define in the Acquisition Note) of the first month following the execution and delivery by Borrower to Bank of such Acquisition Note and on the first Business Day of each month thereafter until the applicable Acquisition Note Maturity Date, when the entire unpaid balance of principal and interest

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thereon shall be due and payable¹. In addition to the above required payments on principal, Borrower shall pay interest on the unpaid principal balance of each Acquisition Note from time to time outstanding as set forth in each such Acquisition Note. Prepayments of the Acquisition Notes shall be subject to the terms and conditions of the Acquisition Notes.

6. Upon execution of this Agreement, Borrowers shall pay Bank (a) a non-refundable fee of $37,500 with respect to the credit facility evidenced by the Revolving Note (Bank acknowledges that it received $35,000 of such fee prior to the date hereof and that the balance owing is $2,500) and (b) a non-refundable fee of $7,500 with respect to the Acquisition Line.

7. Each Borrower hereby represents and warrants, and such representations and warranties shall be deemed to be continuing representations and warranties during the entire life of this Agreement, and thereafter, so long as any Liabilities remain unpaid and outstanding:

(a) It and each of its Subsidiaries is duly organized, validly existing and in good standing under the laws of the State of its organization, is duly qualified and authorized to do business in each jurisdiction where the character of its assets or the nature of its activities makes such qualification necessary and where the failure to so qualify could have a Material Adverse Effect, and it has the legal power and authority to own its properties and assets and to carry out its business as now being conducted in each such jurisdiction wherein such qualification is necessary; execution, delivery and performance of this Agreement, and any and all other Loan Documents to which such Borrower or any of its Subsidiaries is a party or by which it is otherwise bound, are within its powers and authorities, have been duly authorized by all requisite corporate or other necessary or appropriate action, and are not in contravention or violation of law or the terms of its organizational or other governing documents, and do not require the consent or approval of any governmental body, agency or authority; and this Agreement, and any other Loan Documents contemplated hereby, when executed, issued and/or delivered, will be valid and binding and legally enforceable in accordance with their terms.

(b) Each Borrower, and any other business or organization to which such Borrower became the successor by merger, consolidation, acquisition or change in form, conducts business and operates under its exact legal name set forth on the signature page below.

(c) The execution, delivery and performance of this Agreement, and any other Loan Documents required under or contemplated by this Agreement to which such

¹ By way of example, (i) if an Acquisition Note in the amount of $100,000 is issued on June 10, 2007, the note would be repaid in 30 monthly principal installments of $3,333.33, commencing July 1, 2007 and ending December 1, 2009, plus interest and (ii) if an Acquisition Note in the amount of $100,000 is issued on April 1, 2008, the note would be repaid in 20 monthly installments of $5,000, commencing May 1, 2008 and ending December 1, 2009, plus interest.

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Borrower or any of its Subsidiaries is a party or by which it is otherwise bound, and the issuance of this Agreement and any such other Loan Documents, and the borrowings and other transactions contemplated hereby and thereby, are not in contravention or violation of the unwaived terms of any indenture, agreement or undertaking to which such Borrower or any of its Subsidiaries is a party or by which it or any of its property or assets is bound, and will not result in the creation or imposition of any lien or encumbrance of any nature whatsoever upon any of the property or assets of Borrowers or any of their Subsidiaries, except to or in favor of Bank.

(d) No litigation or other proceeding before any court or administrative agency is pending, or, to the knowledge of such Borrower or any of its officers, is threatened against such Borrower or any of its Subsidiaries, the outcome of which could result in a Material Adverse Effect.

(e) There are no security interests in, or liens, mortgages, or other encumbrances on, any of such Borrower’s or any of its Subsidiaries’ property or assets, except Permitted Encumbrances.

(f) There exists no Default or Event of Default under any of the Liabilities.

(g) The most recent financial statements with respect to Dreams and its Consolidated Subsidiaries delivered to Bank fairly present the financial condition of Dreams and its Consolidated Subsidiaries as of the date thereof and for the period(s) covered thereby in accordance with GAAP, and since December 31, 2006, there has been no material adverse change in the condition (financial or otherwise) of Dreams or any of its Consolidated Subsidiaries.

(h) Neither such Borrower nor any Subsidiary has used Hazardous Materials on, in, under or otherwise affecting any real or personal property now or at any time owned, occupied or operated by such Borrower or any Subsidiary or upon which such Borrower or any Subsidiary has a place of business (collectively and severally the “Property”) in any manner which violates any Environmental Law(s), to the extent that any such violation could result in a Material Adverse Effect; and that, to the best of such Borrower’s knowledge, no prior owner, occupant or operator of any of the Property, or any current or prior owner, occupant or operator thereof, has used any Hazardous Materials on or affecting the Property in any manner which violates any Environmental Law(s), to the extent that any such violation could result in a Material Adverse Effect. To the best of its knowledge neither such Borrower nor any Subsidiary has ever received any notice of any violation of any Environmental Law(s), and to the best of such Borrower’s knowledge, there have been no actions commenced or threatened by any party against such Borrower or any Subsidiary or any of the Property for non-compliance with any Environmental Law(s), which, in any case, could result in a Material Adverse Effect.

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(i) As of the date of this Agreement, Schedule 7(i) is a true and complete list of all of the Subsidiaries of Dreams, and each such Subsidiary’s address, place of incorporation or organization and percentage of ownership of such Borrower in each such Subsidiary.

(j) As of the date of this Agreement, all current real estate rental obligations of Borrowers are have been paid in full and no payments are overdue.

8. So long as Bank shall have any commitment or obligation, if any, to make any loans or extend credit to or in favor of Borrowers, or any of them, and so long as any Liabilities remain unpaid and outstanding, each Borrower covenants and agrees that it shall and it shall cause each of its Subsidiaries to:

(a) Furnish to Bank, or cause to be furnished to Bank, in each case, in form and detail and on a reporting basis satisfactory to Bank, the following:

(i) as soon as available, and in any event not later than one hundred five (105) days after and as of the end of each fiscal year of Dreams, beginning with the fiscal year ending March 31, 2007, (A) Dreams’ 10K as of such date and (B) the financial statement of Dreams and its Consolidated Subsidiaries for and as of the end of each such fiscal year, containing the balance sheets of Dreams and its Consolidated Subsidiaries as of the close of each such fiscal year, statements of income and retained earnings and a statement of cash flows for each such fiscal year, and such other comments and financial details as are usually included in similar reports. Such financial statements shall be prepared on a consolidated and consolidating basis in accordance with GAAP, shall be in such detail as Bank may reasonably require, and shall be audited by independent certified public accountants of recognized standing selected by Dreams and acceptable to Bank (Bank acknowledges that as of the date hereof, Freidman, Cohen, Taubman & Co., LLC is acceptable to Bank);

(ii) as soon as available, and in any event not later than fifty (50) days after and as of the end of each fiscal quarter of Dreams, (A) Dreams’ 10-Q for such fiscal quarter and (B) the financial statement for Dreams and its Consolidated Subsidiaries, containing the balance sheet of Dreams and its Consolidated Subsidiaries as of the end of each such quarter, statements of income and retained earning and a statement of cash flows for Dreams and its Consolidated Subsidiaries for such quarter and for the portion of the fiscal year of Dreams and its Consolidated Subsidiaries through the end of the fiscal quarter then ending. Such financial statements shall be prepared by Dreams on a consolidated and consolidating basis in accordance with GAAP, and shall be certified as to accuracy and fairness by the chief executive or chief financial officer of Dreams;

(iii) as soon as available, and in any event not later than forty five (45) days after and as of the end of each month, the financial statements for the Borrowers, containing the balance sheets of the Borrowers as of the end of each such

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month, statements of income and retained earning and a statement of cash flows for the Borrowers for such month and for the portion of the fiscal year of the Borrowers through the end of the month then ending, and such other comments and financial details as are usually included in similar reports. Such financial statements shall be in the form previously furnished to Bank, shall be prepared by Borrowers in accordance with GAAP, and shall be certified as to accuracy and fairness by the chief executive or chief financial officer of Borrowers;

(iv) simultaneous with the delivery to Bank of the respective financial statements required in sub-sections (i) and (ii) above, a compliance certificate in form annexed hereto as Exhibit “B”, certified by the chief executive or chief financial officer of Dreams, for itself and as Authorized Agent for all of the other Borrowers;

(v) as soon as available, and in any event within twenty (20) days after and as of the end of each month, agings of each Borrower’s accounts receivable, agings of each Borrower’s account payable, an inventory report of each Borrower and a borrowing base report, for and as of the end of each such month, each in form satisfactory to Bank, certified by a duly authorized officer of Dreams;

(vi) as soon as possible, and in any event within three (3) business days after becoming aware of the occurrence or existence of any Default or Event of Default, or of any other condition or occurrence which has had or could reasonably be expected to have a Material Adverse Effect, a written statement of the chief executive or chief financial officer of such Dreams, for itself and as Authorized Agent for all of the other Borrowers setting forth the details of such Default or Event of Default, or such other condition or occurrence, and the action which Dreams or such Borrower has taken or caused to be taken, or proposes to take or cause to be taken, with respect thereto; and

(vii) promptly, at such times as Bank may reasonably require, in form and detail satisfactory to Bank, such other information and reports as may be required under the terms of any Loan Documents or as Bank may reasonably request from time to time.

(b) Keep proper books of record and account in which full and correct entries shall be made of all of its financial transactions and its assets and businesses so as to permit the presentation of financial statements (including, without limitation, those financial statements to be delivered to Bank pursuant to Section 4(a) above) prepared in accordance with GAAP; permit Bank, or its representatives, at reasonable times and intervals, to visit all of such Borrower’s and its Subsidiaries’ offices and to make inquiries as to such Borrower’s and its Subsidiaries’ financial matters with their respective directors, officers, employees, and independent certified public accountants; and permit Bank, through Bank’s authorized attorneys,

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accountants and representatives, to inspect, audit and examine such Borrower’s and its Subsidiaries’ books, accounts, records, ledgers and assets and properties of every kind and description, wherever located, at all reasonable times during normal business hours. Such Borrower shall reimburse Bank for all reasonable costs and expenses incurred by Bank in connection with such inspections, examinations and audits, and to pay to Bank such fees as Bank may reasonably charge in respect of such inspections, examinations and audits, or as otherwise mutually agreed upon by such Borrower and Bank; provided, however, so long as no Default or Event of Default shall have occurred and be continuing, Borrowers shall not be required to reimburse Bank for more than two (2) such inspections, examinations or audits per year.

(c) Keep its insurable properties (including, without limitation, any collateral at any time securing all or any part of the Liabilities) adequately insured and maintain (i) insurance against fire and other risks customarily insured against under an “all-risk” policy and such additional risks customarily insured against by companies engaged in the same or a similar business to that of such Borrower and its Subsidiaries, (ii) necessary workers’ compensation insurance, (iii) public liability and product liability insurance, and (iv) such other insurance as may be required by law or as may be reasonably required in writing by Bank, all of which insurance shall be in such amounts, contain such terms, be in such form, be for such purposes, prepaid for periods of not less than six (6) months, and written by such companies as may be satisfactory to Bank. All such policies shall contain a provision whereby they may not be canceled or materially amended except upon thirty (30) days’ prior written notice to Bank. Such Borrower will promptly deliver to Bank, at Bank’s request, evidence satisfactory to Bank that such insurance has been so procured and, with respect to casualty insurance, made payable to Bank. If such Borrower or any Subsidiary fails to maintain satisfactory insurance as herein provided, Bank shall have the option (but not the obligation) to do so, and such Borrower agrees to repay Bank, upon demand, with interest at the highest rate of interest applicable to any of the Liabilities, all amounts so expended by Bank. Such Borrower hereby appoints Bank, or any employee or agent of Bank, as such Borrower’s attorney-in-fact, which appointment is coupled with an interest and irrevocable, and authorizes Bank, or any employee or agent of Bank, on behalf of such Borrower; to do either of the following after an Event of Default and during the continuance thereof, (i) adjust and compromise any loss under said insurance and (ii) to endorse any check or draft payable to such Borrower in connection with returned or unearned premiums on said insurance or the proceeds of said insurance, and any amount so collected may be applied toward satisfaction of the Liabilities; provided, however, that Bank shall not be required hereunder so to act.

(d) Pay promptly and within the time that they can be paid without late charge, penalty or interest, all taxes, assessments and similar imposts and charges of every kind and nature lawfully levied, assessed or imposed upon such Borrower, any Subsidiary and/or any of their respective property, except to the extent being contested in good faith and, if requested

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by Bank, bonded in an amount and manner satisfactory to Bank. If such Borrower or any Subsidiary fails to pay such taxes and assessments within the time they can be paid without penalty, late charge or interest, Bank shall have the option (but not the obligation) to do so, and such Borrower agrees to repay Bank, upon demand, with interest at the highest rate of interest applicable to any of the Liabilities, all amounts so expended by Bank.

(e) Do or cause to be done all things necessary to preserve and keep in full force and effect such Borrower’s and each Subsidiary’s existence, rights and franchises and comply with all applicable laws; continue to conduct and operate its business substantially as conducted and operated during the present and preceding calendar year; at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property and keep the same in good repair, working order and condition; and from time to time make, or cause to be made, all needed and proper repairs, renewals, replacements, betterments and improvements thereto so that the business carried on in connection therewith may be properly and advantageously conducted at all times.

(f) Maintain, as of the last day of each fiscal quarter, ratio of Debt to Tangible Net Worth of not more than the following as of the fiscal quarters set forth below:

(i) fiscal quarters ending June 30, 2007, June 30, 2008, June 30, 2009 and June 30, 2010, 2.0 to 1.0

(ii) fiscal quarters ending September 30, 2007, September 30, 2008, and September 30, 2009, 3.0 to 1.0

(iii) fiscal quarter ending December 31, 2007, December 31, 2008, and December 31, 2009, 1.5 to 1.0

(iv) fiscal quarter ending March 31, 2008, March 31, 2009, and March 31, 2010, 1.25:1.

(g) Maintain, as of the last day of each fiscal quarter, a Fixed Charge Coverage Service Coverage Ratio of not less (i) from the date hereof through March 31, 2008, 1.15 to 1.0; and (ii) from and after April 1, 2008, 1.2 to 1.0.

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(h) Maintain, as of the last day of each fiscal quarter, net worth, as determined on a Consolidated basis for Dreams and it Consolidated Subsidiaries in accordance with GAAP, of not less than the following as of the dates set forth below:

Fiscal Quarter Ending	Net Worth
03/31/07	$	23,000,000
06/30/07	$	23,000,000
09/30/07	$	22,500,000
12/31/07	$	25,000,000
03/31/08	$	25,500,000
06/30/08	$	24,500,000
09/30/08	$	24,500,000
12/31/08	$	26,000,000
03/31/09	$	27,500,000
06/30/09	$	26,500,000
09/30/09	$	26,500,000
12/31/09	$	28,000,000
03/31/10	$	29,500,000
06/30/10	$	28,500,000

(i) Cause the principal balance outstanding under that Revolving Note to be not more than $4,000,000 during any three 30-day periods (which periods can be consecutive) during each calendar year.

(j) At all times meet the minimum funding requirements of ERISA with respect to such Borrower’s and its Subsidiary’s employee benefit plans subject to ERISA; promptly after such Borrower knows or has reason to know of the occurrence of any event, which would constitute a reportable event or prohibited transaction under ERISA, or that the PBGC, such Borrower or any of its Subsidiaries has instituted or will institute proceedings to terminate an employee pension plan, deliver to Bank a certificate of an authorized officer of such Borrower setting forth details as to such event or proceedings and the action which such Borrower proposes to take with respect thereto, together with a copy of any notice of such event which may be required to be filed with the PBGC; and upon the request of Bank, furnish to Bank (or cause the plan administrator to furnish Bank) a copy of the annual return (including all schedules and attachments) for each plan covered by ERISA, and filed with the Internal Revenue Service by such Borrower or any of its Subsidiaries, as applicable, not later than ten (10) days after such report has been so filed. Each such Borrower shall be permitted to voluntarily terminate employee pension or benefit plans, so long as any such voluntary termination is done in accordance with ERISA and does not result in a material liability or obligation to such Borrower.

(k) Comply in all material respects with all applicable Environmental Laws, and maintain all material permits, licenses and approvals required under applicable Environmental Laws, where the failure to do so could result in a Material Adverse

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Effect; and promptly provide to Bank, immediately upon receipt thereof, copies of any material correspondence, notice, pleading, citation, indictment, complaint, order, decree, or other document from any source asserting or alleging a violation of any Environmental Laws by such Borrower or any of its Subsidiaries, or of any circumstance or condition which requires or may require a financial contribution by such Borrower or any of its Subsidiaries, or a clean-up, removal, remedial action or other response by or on behalf of such Borrower or any of its Subsidiaries under applicable Environmental Law(s), or which seeks damages or civil, criminal, or punitive penalties from such Borrower or any of its Subsidiaries for any violation or alleged violation of any Environmental Law(s) by such Borrower or any of its Subsidiaries. Each Borrower hereby indemnifies, saves and holds Bank, and any of Bank’s past, present and future officers, directors, shareholders, employees, representatives and consultants, harmless from any and all losses, damages, suites, penalties, costs, liabilities and expenses (including, without limitation, reasonable legal expenses and attorneys’ fees) incurred or arising out of any claim, loss or damage of any property, injuries to or death of any persons, contamination of or adverse effects on the environment, or other violation of any applicable Environmental Law(s), in any case, caused by such Borrower or any of its Subsidiaries, or in any way related to any property owned or operated by such Borrower or any of its Subsidiaries, or due to any acts of such Borrower or any of its Subsidiaries, or any of their respective officers, directors, shareholders, employees, consultants and/or representatives; provided, however, that the foregoing indemnification shall not be applicable, and such Borrower shall not be liable for any such losses, damages, suits, penalties, costs, liabilities or expenses, to the extent (but only to the extent) the same arise or result from any gross negligence or willful misconduct of Bank or any of its agents or employees.

(l) Maintain all of its deposit accounts with Bank.

(m) Comply in all material respects with all terms of the Licensing Agreements.

(n) Within two (2) Business Days thereof, notify Bank if any party to a Licensing Agreement terminates, attempts to terminate or gives notice of termination of such Licensing Agreement.

(o) Within two (2) Business Days thereof, notify Bank if any party to a lease covering the Warehouses, or any property where collateral of Borrowers is warehoused, terminates, attempts to terminate or gives notice of termination or commits an event of default under the lease.

(p) Pay promptly and within the before or on the scheduled payment due date, all real estate rental obligations, including, without limitation, lease payments of any Borrower, any Subsidiary, except to the extent being contested in good faith and, if requested by Bank, bonded in an amount and manner satisfactory to Bank.

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9. So long as Bank shall have any commitment or obligation, if any, to make any loans or extend credit to or in favor of Borrowers, or any of them, and so long as any Liabilities remain unpaid and outstanding, each Borrower covenants and agrees that it shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Bank:

(a) Declare or pay any dividends on, or make any other distribution (whether by reduction of capital or otherwise) with respect to, any shares of its capital stock, except (i) cash dividends payable to Dreams or one of its Subsidiaries and (ii) dividends payable solely in capital stock of such Borrower.

(b) Purchase, redeem, retire or otherwise acquire any of the shares of its capital stock, or make any commitment to do so.

(c) Create, incur, assume or suffer to exist any mortgage, pledge, encumbrance, security interest, lien or charge of any kind upon any of its property or assets, whether now owned or hereafter acquired, other than the following (collectively, “Permitted Encumbrances”):

(i) liens, mortgages, security interests and encumbrances to or in favor of Bank;

(ii) liens for taxes, assessments or other governmental charges incurred in the ordinary course of business and for which no interest, late charge or penalty is attaching or which is being contested in good faith by appropriate proceedings diligently pursued and, if requested by Bank, bonded in an amount and manner satisfactory to Bank;

(iii) liens, not delinquent, created by statute in connection with workers’ compensation, unemployment insurance, social security, old age pensions (subject to the applicable provisions of this Agreement) and similar statutory obligations;

(iv) purchase money security interests to secure purchase money indebtedness of Dreams and/or its Consolidated Subsidiaries permitted under Section 9(d)(vi) of this Agreement, so long as such security interests arise or are created substantially contemporaneously with the purchase or acquisition by Dreams and/or its Consolidated Subsidiaries, as applicable, of the respective property or assets to which such security interests relate and the incurrence of the respective purchase money indebtedness which such security interests secure, secure only the respective purchase money indebtedness so incurred by Dreams and/or its Consolidated Subsidiaries to enable it to so purchase or acquire such property or assets, and no other Debt, and encumber only the respective property or assets so purchased or acquired, and no other property or assets of Dreams and/or its Consolidated Subsidiaries;

(v) liens in favor of mechanics, materialmen, carriers, warehousemen or other like statutory or common law liens securing obligations incurred in good faith in the ordinary course of business that are not yet due and payable; and

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(vi) the liens described on Schedule 9(c).

(d) Incur, create, assume or permit to exist any Debt of any kind or nature whatsoever, except for (i) the Liabilities, (ii) Subordinated Debt, (iii) existing indebtedness to the extent set forth on attached Schedule 9(d) attached hereto, (iv) unsecured trade indebtedness incurred and paid in the ordinary course of business, (v) indebtedness secured by Permitted Encumbrances, and (vi) purchase money indebtedness and lease obligations (whether in respect of capitalized leases, operating leases or otherwise), not otherwise disclosed in said Schedule 9(d), not to exceed Five Hundred Thousand Dollars ($500,000), in the aggregate, at any time.

(e) Make or allow to remain outstanding any investment (whether such investment shall be or the character of investment in shares of stock, evidence of indebtedness or other securities or otherwise) in, or any loans or advances or extensions of credit to, any person, firm, corporation or other entity or association, except:

(i) investments in existing Subsidiaries;

(ii) advances made for expenses or purchases in the ordinary course of business;

(iii) loans or advances made to officers, directors, or employees of Company, not to exceed in the aggregate Two Hundred Thousand Dollars ($200,000) at any one time outstanding;

(iv) (A) certificates of deposit with maturities of one year or less of United States commercial banks with capital, surplus and undivided profits in excess of $100,000,000.00, and (B) direct obligations of the United States Government maturing within one year from the date of acquisition thereof;

(v) unfinanced (cash) acquisitions of (A) all outstanding equity interests of an entity pursuant to which such entity becomes a wholly-owned subsidiary of the Borrower (“New Subsidiary”) or (B) substantially all assets of an entity by the Borrower or one of the Borrower’s subsidiaries free and clear of liens and encumbrances other than Permitted Encumbrances; not to exceed for any such acquisition $350,000 in the aggregate, and in any case, so long as not less than ten (10) days before the effective date of any such acquisition Bank shall have received an executed copy of the purchase agreement relating to such acquisition and, if required by Bank in the exercise of its sole discretion, within ten (10) days after the effective date of such acquisition, the New Subsidiary shall have duly executed a guaranty of payment of the Liabilities and/or agreements granting Bank a security interest in all present and future assets of such New Subsidiary as collateral security for the Liabilities;

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(vi) Permitted Acquisition financed with the proceeds of an advance under the Acquisition Line.

(f) Guarantee or otherwise, directly or indirectly, in any way be or become responsible for obligations of any other Person, whether by agreement to purchase the indebtedness of any other Person, agreement for the furnishing of funds to any other Person through the furnishing of goods, supplies or services, by way of stock purchase, capital contribution, advance or loan, for the purpose of paying or discharging (or causing the payment or discharge of) the indebtedness of any other Person, or otherwise, except (i) guaranties in favor of Bank; and (ii) the endorsement of negotiable instruments in the ordinary course of business for deposit or collection.

(g) Subordinate any indebtedness due to it from any Person to indebtedness of other creditors of such Person.

(h) (i) sell, lease (as lessor), transfer or otherwise dispose of any of its properties or assets, except as to the sale of inventory in the ordinary course of business; (ii) change its name, consolidate with or merge into any other Person, permit any other Person to merge into it (except that each New Subsidiary may be merged into a Borrower); (iii) enter into any reorganization or recapitalization; or (iv) enter into any sale-leaseback transaction.

(i) Allow any fact, condition or event to occur or exist with respect to any employee pension or profit sharing plan established or maintained by it which might constitute grounds for termination of any such plan or for the court appointment of a trustee to administer any such plan; or permit any such plan to be the subject of termination proceedings (whether voluntary or involuntary) which may result in a liability of Borrower to the PBGC which, in the opinion of Bank, will have a Material Adverse Effect.

(j) Furnish Bank with any certificate or other document that contains any untrue statement of a material fact or omits to state a material fact necessary to make such certificate or document not misleading in light of the circumstances under which it was furnished.

(k) Apply any of the proceeds of any loan, advance or other extension of credit by Bank to or in favor of such Borrower, to the purchase or carrying of any “margin stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System, or any regulations, interpretations or rulings thereunder.

(l) Enter into any transaction or series of transactions with any Affiliate other than on terms and conditions as favorable to Borrower as would be obtainable in a comparable arms-length transaction with a Person other than an Affiliate.

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(m) Create or acquire any Subsidiary except to the extent permitted under Section 9(e) above.

(n) Amend or modify any document evidencing any Subordinated Debt or make any payment with respect to any Subordinated Debt except as permitted pursuant to the applicable subordination agreement related to such Subordinated Debt.

10. An “Event of Default” shall be deemed to have occurred or exist under this Agreement upon the occurrence and/or existence of any of the following conditions or events:

(a) The Borrowers shall fail to pay the principal of or interest on or shall otherwise fail to pay any other amount owing by Borrowers, or any of them, to Bank, when due, under any of the Liabilities, and such default in payment shall continue unremedied or uncured beyond any applicable period of grace provided with respect thereto, if any, in the relevant Loan Document(s); or

(b) any representation, warranty, certification or statement made or deemed to have been made by Borrowers herein, or by any Person(s) (including, without limit, any Borrower) in any certificate, financial statement or other document or agreement delivered by or on behalf of Borrowers, or any of them in connection with the Liabilities or any of the Loan Documents, shall prove to be untrue in any material respect; or

(c) Borrowers, or any of them, shall fail to observe or perform any condition, covenant or agreement of Borrowers, or any of them, set forth herein; or

(d) Any loss, theft, substantial damage or destruction to or of any Collateral, or the issuance or filing of any attachment, levy, garnishment or the commencement of any proceeding in connection with any Collateral or of any other judicial process of, upon or in respect of any Collateral; or

(e) there is any revocation, termination or attempted revocation or termination of termination, or notice of termination, or breach of any guaranty, pledge, collateral assignment or subordination agreement relating to all or any part of the Liabilities; or

(f) Sale or other disposition by Borrowers, or any of them, or any Guarantor of any substantial portion of its assets or property or voluntary suspension of the transaction of business by Borrowers, or any of them, or any Guarantor, or death, dissolution, termination of existence, merger, consolidation, insolvency, business failure, or assignment for the benefit of creditors of or by Borrower or Borrowers, or any of them, or any Guarantor; or commencement of any proceedings under any state or federal bankruptcy or insolvency laws or laws for the relief of debtors by or against Borrowers, or any of them, or any Guarantor (and if such proceeding is involuntary, continuance thereof for more than 30 days); or the appointment of a receiver, trustee, court appointee, sequestrator or otherwise, for all or any part of the property of Borrowers, or any of them, or any Guarantor; or

17

(g) if there is any failure by Borrowers, or any of them, or any Guarantor to pay, when due, any of its indebtedness (other than to the Bank) or in the observance or performance of any term, covenant or condition in any document evidencing, securing or relating to such indebtedness; or

(h) Bank deems the margin of Collateral insufficient or itself insecure, in good faith believing that the prospect of payment of the Liabilities or performance of this Agreement is impaired or shall fear deterioration, removal, or waste of Collateral; or

(i) An event of default shall occur under any instrument, agreement or other document evidencing, securing or otherwise relating to any of the Liabilities; or

(j) Any judgment(s) for the payment of money in excess of $50,000 in the aggregate shall be rendered against the Borrowers or any of them or any Guarantor and such judgment(s) shall remain unpaid, unvacated, unbonded or unstayed by appeal or otherwise for a period of thirty (30) consecutive days from the date of its entry and such judgment(s) is (are) not covered by insurance from a solvent insurer who is defending such action without reservation of rights; or

(k) if Dreams shall fail, for any reason whatsoever, to own and control, directly or indirectly, 100% of the equity interests in any of the other Borrowers (other than Las Vegas) or shall fail, for any reason whatsoever, to own and control, directly or indirectly, at least 75% of the equity interest in Las Vegas; or

(l) the occurrence of any “reportable event”, as defined in ERISA, which (i) is determined to constitute grounds for (A) termination by the PBGC of any pension plan of any Borrower or (B) the appointment by the appropriate United States District Court of a trustee to administer such plan and (ii) is reasonably likely to result in a Material Adverse Effect, and (iii) such reportable event is not corrected and such determination is not revoked within thirty (30) days after (A) notice thereof has been given to the plan administrator or any Borrower; or (B) the institution of proceedings by the PBGC to terminate any such pension plan or to appoint a trustee to administer such plan; or (C) the appointment of a trustee by the appropriate United States District Court to administer any such pension plan.

11. Upon the occurrence and at any time during the continuance or existence of any Event of Default, Bank may give notice to Borrowers declaring all outstanding Liabilities to be due and payable, whereupon all such Liabilities then outstanding shall immediately become due and payable, without further notice or demand, and any commitment or obligation, if any, on the part of Bank to make loans or otherwise extend credit to or in favor of any of the Borrowers shall immediately terminate. Upon the occurrence and at any time during the continuance or existence of any Event of Default under Section 9(j) of this Agreement, then the Liabilities and all indebtedness then outstanding thereunder shall automatically become immediately due and payable without any notice by Bank to any of the Borrowers and any commitment or obligation, if any, on the part of Bank to make loans or otherwise extend credit to or in favor of any of the Borrowers shall immediately terminate. Further, upon the occurrence or at any time during

18

the continuance or existence of any Event of Default hereunder, Bank may collect, deal with and dispose of all or any part of any security in any manner permitted or authorized by the Michigan Uniform Commercial Code or other applicable law (including public or private sale), and after deducting expenses (including, without limitation, reasonable attorneys’ fees and expenses), Bank may apply the proceeds thereof in part or full payment of any of the Liabilities, whether due or not, in any manner or order Bank elects. In addition to the foregoing, upon the occurrence and at any time during the continuance or existence of any Event of Default hereunder, Bank may exercise any and all rights and remedies available to it as a result thereof, whether by agreement, by law, or otherwise.

12. Each of the Borrowers hereby acknowledges and agrees that in the event that any of the Liabilities shall at any time be on a demand basis, the Borrowers’ compliance with the terms and conditions set forth herein, and the absence of any Event of Default hereunder, shall not, in any way whatsoever, limit, restrict or otherwise affect or impair Bank’s right or ability to make demand for payment of any or all of such Liabilities which may be on a demand basis at any such time, in Bank’s sole and absolute discretion, with or without reason or cause, and the existence of any Event of Default hereunder shall not be the sole reason or basis for enabling Bank to make demand for payment of all or any part of such Liabilities.

13. No forbearance on the part of the Bank in enforcing any of its rights or remedies under this Agreement or any other Loan Document, nor any renewal, extension or rearrangement of any payment or covenant to be made or performed by Borrower hereunder or any such other Loan Document, shall constitute a waiver of any of the terms of this Agreement or such Loan Document or of any such right or remedy.

14. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Michigan.

15. All covenants, agreements, representations and warranties by or on behalf of Borrower made in connection with this Agreement and any other Loan Documents shall survive the borrowing hereunder or thereunder and shall be deemed to have been relied upon by Bank. All statements contained in any certificate or other document delivered to Bank at any time by or on behalf of Borrowers pursuant hereto shall constitute representations and warranties by Borrowers.

16. Each of the Borrowers agrees to reimburse Bank, upon within five (5) Business Days after demand by Bank, for all costs and expenses (including, without limitation, reasonable attorneys’ fees, whether in-house or outside counsel) incurred by Bank in connection with the documentation and preparation of this Agreement, the other Loan Documents, and otherwise in respect of the Liabilities, and the consummation and the closing of the transactions contemplated hereby or thereby, any default or events of default under or in respect of any of the Liabilities or in collecting or in attempting to collect any of the Liabilities, in perfecting, maintaining or defending any of the Bank’s liens or security interests (or the priority thereof), if any, in any collateral securing any part of any of the Liabilities, or otherwise in enforcing any of Bank’s rights or remedies under any of the Loan Documents or otherwise in respect of any of the Liabilities.

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17. This Agreement shall inure to the benefit of and shall be binding upon the parties hereto and their respective successors and assigns; provided, however, that none of the Borrowers shall assign or transfer any of its rights or obligations hereunder or otherwise in respect of any of the Liabilities without the prior written consent of Bank.

18. The obligations and liabilities of the Borrowers under this Agreement shall constitute the joint and several obligations and liabilities of the Borrowers.

19. EACH OF THE BORROWERS AND BANK ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED. EACH PARTY, AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT, WAIVE ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION REGARDING THE PERFORMANCE OR ENFORCEMENT OF, OR IN ANY WAY RELATED TO, THIS AGREEMENT OR THE LIABILITIES.

[Remainder of page intentionally left blank.]

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If the foregoing is acceptable to Borrowers, please indicate such with the authorized signatures of Borrowers as provided below.

Very truly yours,

COMERICA BANK

By:

Its:

ACCEPTED AND AGREED:

DREAMS, INC., on its own behalf and as Authorized Agent for and on behalf of all other Borrowers:

DREAMS FRANCHISE CORPORATION,

DREAMS ENTERTAINMENT, INC.

DREAMS PRODUCTS, INC.

DREAMS RETAIL CORPORATION

DREAMS/PRO SPORTS, INC.

FANSEDGE CORPORATION

THE GREENE ORGANIZATION, INC.

THE SPORTS COLLECTIBLES & AUCTION COMPANY, INC.

DREAMS UNIQUE, INC.

STARSLIVE365, LLC

365 LAS VEGAS, L.P.

By:

Its:

Dated: June     , 2007

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EX-99.3

Exhibit 99.3

FLORIDA DOCUMENTARY STAMP TAX IN THE AMOUNT OF $2,450 HAS BEEN

PAID OR WILL BE PAID DIRECTLY TO THE FLORIDA DEPARTMENT OF

REVENUE. CERTIFICATE OF REGISTRATION NO. 38-0477375-16-01.

TAX I.D. NO.                    

REVOLVING NOTE

$15,000,000	Detroit, Michigan
	June     , 2007

On or before August 1, 2010 (herein called the “Maturity Date”), FOR VALUE RECEIVED, the undersigned, (i) Dreams, Inc. a Utah corporation, registered in Florida as a foreign corporation under the name Dreams of Utah, Inc. and dba Dreams, Inc. (individually “Dreams”, and as authorized agent for each of the other Borrowers “Authorized Agent”), (ii) Dreams Franchise Corporation, a California corporation (“Franchise”), (iii) Dreams Entertainment Inc., a Utah corporation (“Entertainment”), (iv) Dreams Products, Inc., a Utah corporation, Inc. (“Products”), (v) Dreams Retail Corporation, a Florida corporation (“Retail”), (vi) Dreams/Pro Sports, Inc., a Florida corporation (“Pro Sports”), (vii) Fansedge Corporation, a Delaware corporation (“Fansedge”), (viii) The Greene Organization, Inc., a Florida corporation (“Greene”), (ix) The Sports Collectibles & Auction Borrower, Inc., a Florida corporation (“Collectibles”), (x) Dreams Unique, Inc., a Florida corporation (“Unique”), (xi) StarsLive365, LLC, a Nevada limited liability corporation (“StarsLive”), and (xii) 365 Las Vegas, L.P., a Nevada limited partnership (“Las Vegas” and collectively with Dreams, Franchise, Entertainment, Products, Retail, Pro Sports, Fansedge, Greene, Collectibles, Unique, StarsLive and Las Vegas, referred to herein as the “Borrowers” and individually, a “Borrower”), , promise to pay to the order of COMERICA BANK, a Michigan banking corporation (herein called “Bank”), in lawful currency of the United States of America, the principal sum of FIFTEEN MILLION DOLLARS ($15,000,000), or so much of said sum as has been advanced and is then outstanding under this Note, together with interest thereon as hereinafter set forth.

This Note is a note under which Advances, repayments and re-Advances may be made from time to time, subject to the terms and conditions of this Note and the Loan Agreement; provided, however, in no event shall Bank be obligated to make any Advances or re-Advances hereunder (notwithstanding anything expressed or implied herein or elsewhere to the contrary) in the event that any Default, or any condition or event which, with the giving of notice or the running of time, or both, would constitute a Default, shall have occurred and be continuing or exist.

Each of the Advances made hereunder shall bear interest at the Eurodollar-based Rate or the Prime-based Rate, or combinations thereof, as elected by Borrowers or as otherwise determined under this Note.

Accrued and unpaid interest on the unpaid balance of each outstanding Prime-based Advance shall be payable monthly, in arrears, commencing on July 1, 2007, and on the first Business Day of each succeeding month thereafter, until maturity (whether as stated herein, by acceleration, or otherwise). Interest accruing at the Prime-based Rate shall be computed on the basis of a year of 360 days, and shall be assessed for the actual number of days elapsed, and in such computation, effect shall be given to any change in the Applicable Interest Rate as a result of any change in the Prime-based Rate on the date of each such change in the Prime-based Rate.

Accrued and unpaid interest on each Eurodollar-based Advance shall be payable on the last day of the Interest Period applicable thereto (unless sooner accelerated in accordance with the terms of this Note); provided, however, if such Interest Period. Interest accruing at the Eurodollar-based Rate shall be computed on the basis of a 360 day year and shall be assessed for the actual number of days elapsed from the first day of the Interest Period applicable thereto but not including the last day thereof.

From and after the occurrence of any Default hereunder, and so long as any such Default remains unremedied or uncured thereafter, the Indebtedness outstanding under this Note shall bear interest at a per annum rate of three percent (3%) above the otherwise Applicable Interest Rate, which interest shall be payable upon demand.

The amount and date of each Advance, its Applicable Interest Rate, its Interest Period, if any, and the amount and date of any repayment shall be noted on Bank’s records, which records shall be conclusive evidence thereof, absent manifest error; provided, however, any failure by Bank to make any such notation, or any error in any such notation, shall not relieve Borrowers of their obligations to repay Bank all amounts payable by Borrowers to Bank under or pursuant to this Note, when due in accordance with the terms hereof.

Borrowers may request an Advance hereunder, including the refunding of an outstanding Advance as the same type of Advance or the conversion of an outstanding Advance as the same type of Advance, upon the delivery to Bank of a Request for Advance executed by an authorized officer of Agent, subject to the following:

(a) no Default, and no condition or event which, with the giving of notice or the running of time, or both, would constitute a Default, shall have occurred and be continuing or exist under this Note;

(b) each such Request for Advance shall set forth the information required on the Request for Advance form annexed hereto as Exhibit “A”;

(c) each such Request for Advance shall be delivered to Bank by 11:00 a.m. (Detroit, Michigan time) three (3) Business Days prior to the proposed date of Advance in the case of Eurodollar-based Advances, and by 11:00 a.m. (Detroit, Michigan time) on the proposed date of Advance in the case of Prime-based Advances;

(d) the principal amount of each Eurodollar-based Advance shall be at least Two Million Dollars ($2,000,000) and may be in greater amounts in One Million Dollar ($1,000,000) increments;

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(e) the proposed date of any refunding of any outstanding Eurodollar-based Advance as another Eurodollar-based Advance or the conversion of any outstanding Eurodollar-based Advance to a Prime-based Advance shall only be on the last day of the Interest Period applicable to such outstanding Eurodollar-based Advance; and

(f) a Request for Advance, once delivered to Bank by Agent, shall not be revocable by Borrowers; provided, however, as aforesaid, Bank shall not be obligated to make any Advance under this Note.

If, as to any outstanding Eurodollar-based Advance, Bank shall not receive a timely Request for Advance in accordance with the foregoing requesting the refunding of such Advance as a Eurodollar-based Advance, the principal amount of such Advance which is not then repaid shall be automatically converted to a Prime-based Advance on the last day of the Interest Period applicable thereto, subject in all respects to the terms and conditions of this Note. The foregoing shall not in any way whatsoever limit or otherwise affect any of Bank’s rights or remedies under this Note upon the occurrence of any Default hereunder, or any condition or event which, with the giving of notice or the running of time, or both, would constitute a Default.

Borrowers may prepay all or part of the outstanding balance of any Prime-based Advance under this Note at any time. Borrowers may prepay all or part of any Eurodollar-based Advance on the last day of the Interest Period applicable thereto, provided that the aggregate balance of Eurodollar-based Advances outstanding after such prepayment shall be at least Two Million Dollars ($2,000,000), and the unpaid portion of such Eurodollar-based Advance which is then refunded or converted shall be subject to the limitations set forth in this Note. Any prepayment made in accordance with this paragraph shall be without premium or penalty. Any other prepayment shall be otherwise restricted by and subject to the terms of this Note.

Subject to the definition of an “Interest Period” hereunder, in the event that any payment under this Note becomes due and payable on any day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day, and, to the extent applicable, interest shall continue to accrue and be payable thereon during such extension at the rates set forth in this Note.

All payments to be made by Borrowers to Bank under or pursuant to this Note shall be in immediately available funds, without setoff or counterclaim, and in the event that any payments submitted hereunder are in funds not available until collected, said payments shall continue to bear interest until collected. Borrowers hereby authorize Bank to charge any account of Borrowers, or any of them, with Bank for all sums due hereunder when due in accordance with the terms hereof.

If Borrowers makes any payment of principal with respect to any Eurodollar-based Advance on any day other than the last day of the Interest Period applicable thereto (whether voluntarily, by acceleration, or otherwise), or if Borrowers fail to borrow any Eurodollar-based Advance after notice has been given by Borrowers to Bank in accordance with the terms of this Note requesting such Advance, or if Borrowers fail to make any payment of principal or interest in respect of a Eurodollar-based Advance when due, Borrowers shall reimburse Bank, on demand, for any resulting loss, cost or expense incurred by Bank as a result thereof, including,

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without limitation, any such loss, cost or expense incurred in obtaining, liquidating, employing or redeploying deposits from third parties, whether or not Bank shall have funded or committed to fund such Advance. Such amount payable by Borrowers to Bank may include, without limitation, an amount equal to the excess, if any, of (a) the amount of interest which would have accrued on the amount so prepaid, or not so borrowed, refunded or converted, for the period from the date of such prepayment or of such failure to borrow, refund or convert, through the last day of the relevant Interest Period, at the applicable rate of interest for said Advance(s) provided under this Note, over (b) the amount of interest (as reasonably determined by Bank) which would have accrued to Bank on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank eurodollar market. Calculation of any amounts payable to Bank under this paragraph shall be made as though Bank shall have actually funded or committed to fund the relevant Eurodollar-based Advance through the purchase of an underlying deposit in an amount equal to the amount of such Advance and having a maturity comparable to the relevant Interest Period; provided, however, that Bank may fund any Eurodollar-based Advance in any manner it deems fit and the foregoing assumptions shall be utilized only for the purpose of the calculation of amounts payable under this paragraph. Upon the written request of Borrowers, Bank shall deliver to Borrowers or Agent a certificate setting forth the basis for determining such losses, costs and expenses, which certificate shall be conclusively presumed correct, absent manifest error.

For any Eurodollar-based Advance, if Bank shall designate a Eurodollar Lending Office which maintains books separate from those of the rest of Bank, Bank shall have the option of maintaining and carrying such Advance on the books of such Eurodollar Lending Office.

If, with respect to any Interest Period, Bank determines that, (a) by reason of circumstances affecting the foreign exchange and interbank markets generally, deposits in Eurodollars in the applicable amounts or for the relative maturities are not being offered to Bank for such Interest Period, or (b) if the rate of interest referred to in the definition of “Eurodollar-based Rate” upon the basis of which the rate of interest for a Eurodollar-based Advance is to be determined does not accurately or fairly cover or reflect the cost to Bank of making or maintaining a Eurodollar-based Advance hereunder, then Bank shall forthwith give notice thereof to the Borrowers or Agent. Thereafter, until Bank notifies Agent or Borrowers that such conditions or circumstances no longer exist, the right of Borrowers to request a Eurodollar-based Advance and to convert an Advance to or refund an Advance as a Eurodollar-based Advance shall be suspended.

If, after the date hereof, the introduction of, or any change in, any applicable law, rule or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by Bank (or its Eurodollar Lending Office) with any request or directive (whether or not having the force of law) of any such authority, shall make it unlawful or impossible for the Bank (or its Eurodollar Lending Office) to make or maintain any Advance with interest at the Eurodollar-based Rate, Bank shall forthwith give notice thereof to Agent or Borrowers. Thereafter, (a) until Bank notifies Borrowers that such conditions or circumstances no longer exist, the right of Borrowers to request a Eurodollar-based Advance and to convert an Advance to or refund an Advance as a Eurodollar-based Advance shall be suspended, and thereafter, Borrowers may select only the Prime-based Rate as the Applicable Interest Rate hereunder, and (b) if Bank may not lawfully continue to maintain an

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outstanding Advance to the end of the then current Interest Period applicable thereto, the Prime-based Rate shall be the Applicable Interest Rate for the remainder of such Interest Period with respect to such outstanding Advance.

If the adoption after the date hereof, or any change after the date hereof in, any applicable law, rule or regulation of any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Bank (or its Eurodollar Lending Office) with any request or directive (whether or not having the force of law) made by any such authority, central bank or comparable agency after the date hereof:

(a) shall subject Bank (or its Eurodollar Lending Office) to any tax, duty or other charge with respect to this Note or any Advance hereunder or shall change the basis of taxation of payments to Bank (or its Eurodollar Lending Office) of the principal of or interest on any Advance or any other amounts due under this Note in respect thereof (except for changes in the rate of tax on the overall net income of Bank or its Eurodollar Lending Office imposed by the jurisdiction in which Bank’s principal executive office or Eurodollar Lending Office is located); or

(b) shall impose, modify or deem applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by Bank (or its Eurodollar Lending Office) or shall impose on Bank (or its Eurodollar Lending Office) or the foreign exchange and interbank markets any other condition affecting any Advance under this Note;

and the result of any of the foregoing is to increase the cost to Bank of maintaining any part of the indebtedness hereunder or to reduce the amount of any sum received or receivable by Bank under this Note by an amount deemed by the Bank to be material, then Borrowers shall pay to Bank, within ten (10) Business Days of Borrowers’ receipt of written notice from Bank demanding such compensation, such additional amount or amounts as will compensate Bank for such increased cost or reduction. A certificate of Bank, prepared in good faith and in reasonable detail by Bank and submitted by Bank to Borrowers, setting forth the basis for determining such additional amount or amounts necessary to compensate Bank shall be conclusive and binding for all purposes, absent manifest error in computation.

In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to Bank, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by Bank with any guideline, request or directive of any such authority (whether or not having the force of law), including any risk-based capital guidelines, affects or would affect the amount of capital required or expected to be maintained by Bank (or any corporation controlling Bank), and Bank determines that the amount of such capital is increased by or based upon the existence of any obligations of Bank hereunder or the making or maintaining any Advances hereunder, and such increase has the effect of reducing the rate of return on Bank’s (or such controlling corporation’s) capital as a consequence of such obligations or the making or maintaining of such Advances hereunder to a level below that which Bank (or such

5

controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy), then Borrowers shall pay to Bank, within ten (10) Business Days of Borrowers’ receipt of written notice from Bank demanding such compensation, additional amounts as are sufficient to compensate Bank (or such controlling corporation) for any increase in the amount of capital and reduced rate of return which Bank reasonably determines to be allocable to the existence of any obligations of the Bank hereunder or to the making or maintaining any Advances hereunder. A certificate of Bank as to the amount of such compensation, prepared in good faith and in reasonable detail by the Bank and submitted by Bank to Borrowers, shall be conclusive and binding for all purposes absent manifest error in computation.

This Note and any other indebtedness and liabilities of any kind of Borrowers, or any of them, to Bank, and any and all modifications, renewals or extensions thereof, whether joint or several, contingent or absolute, direct or indirect, now existing or later arising, and however evidenced (collectively the “Indebtedness”), are secured by and Bank is granted a security interest in all items at any time deposited in any account of Borrowers, or any of them, with Bank and by all proceeds of these items (cash or otherwise), all account balances of Borrowers, or any of them, from time to time with Bank, by all property of Borrowers, or any of them, from time to time in the possession of Bank, and by any other collateral, rights and properties described in each and every mortgage, security agreement, pledge, assignment and other security or collateral agreement which has been, or will at any time(s) later be, executed by Borrowers, or any of them, or others to or for the benefit of Bank (collectively the “Collateral”).

If (a) Borrowers, or any of them, or any guarantor under a guaranty of all or part of the Indebtedness (“guarantor”) fail(s) to pay this Note, or any part thereof, or any of the Indebtedness when due, by maturity, acceleration or otherwise, or fail(s) to pay any Indebtedness owing on a demand basis upon demand; or (b) Borrowers, or any of them, or any guarantor fail(s) to comply with any of the terms or provisions of any agreement between Borrowers, or any of them, or any guarantor and Bank; or (c) any warranty, representation, financial statement, or other information made, given or furnished to Bank by or on behalf of Borrower, or any of them, or any guarantor shall be, or shall prove to have been, materially false or materially misleading when made, given, or furnished; (d) there is any loss, theft, substantial damage or destruction to or of any Collateral, or the issuance or filing of any attachment, levy, garnishment or the commencement of any proceeding in connection with any Collateral; r any other judicial process upon or in respect of any Collateral; or (e) there is any termination, notice of termination, or breach of any guaranty, pledge, collateral assignment or subordination agreement relating to all or any part of the Indebtedness; or (f) there is the sale or other disposition by Borrowers, or any of them, or any guarantor of any substantial portion of its assets or property or voluntary suspension of the transaction of business by Borrowers, or any of them, or any guarantor (and if such proceeding is involuntary, continuance thereof for more than 30 days); or death, dissolution, termination of existence, merger, consolidation, insolvency, business failure, or assignment for the benefit of creditors of or by Borrowers, or any of them, or any guarantor; or commencement of any proceedings under any state or federal bankruptcy or insolvency laws or laws for the relief of debtors by or against Borrowers, or any of them, or any guarantor; or the appointment of a receiver, trustee, court appointee, sequestrator or otherwise, for all or any part of the property of Borrowers, or any of them, or any guarantor; (g) if there is any failure by Borrowers, or any of them, or any guarantor to pay, when

6

due, any of its indebtedness (other than to the Bank) or in the observance or performance of any term, covenant or condition in any document evidencing, securing or relating to such indebtedness; or (h) Bank deems the margin of Collateral insufficient or deems itself insecure, in good faith believing that the prospect of payment of the Indebtedness or performance of this Agreement is impaired or shall fear deterioration, removal, or waste of Collateral; or (i) an event of default shall occur under any instrument, agreement or other document evidencing, securing or otherwise relating to any of the Indebtedness; or (j) any judgment(s) for the payment of money shall be rendered against the Borrowers or any of them in excess of $50,000 in the aggregate and such judgment(s) shall remain unpaid, unvacated, unbonded or unstayed by appeal or otherwise for a period of thirty (30) consecutive days from the date of entry and such judgment(s) is (are) not covered by insurance from a solvent insurer who is defending such action without reservation of rights; or (k) if Dreams shall fail, for any reason whatsoever, to own and control, directly or indirectly, 100% of the equity interests in any of the other Borrowers (other than Las Vegas) or Dreams shall fail, for any reason whatsoever, to own and control, directly or indirectly, at least 70% of the equity interest in Las Vegas; or (l) the occurrence of any “reportable event”, as defined in ERISA, which (i) is determined to constitute grounds for (A) termination by the PBGC of any pension plan of any Borrower or (B) the appointment by the appropriate United States District Court of a trustee to administer such plan and (ii) is reasonably likely to result in a Material Adverse Effect (as defined in the Loan Agreement), and (iii) such reportable event is not corrected and such determination is not revoked within thirty (30) days after (A) notice thereof has been given to the plan administrator or any Debtor; or (B) the institution of proceedings by the PBGC to terminate any such pension plan or to appoint a trustee to administer such plan; or (C) the appointment of a trustee by the appropriate United States District Court to administer any such pension plan; then Bank, upon the occurrence and at any time during the continuance or existence of any of these conditions or events (each a “Default”), may at its option and without prior notice to Borrowers, declare any or all of the Indebtedness to be immediately due and payable (notwithstanding any provisions contained in the evidence of it to the contrary), sell or liquidate all or any portion of the Collateral, set off against the Indebtedness any amounts owing by Bank to Borrowers, or any of them,, and exercise any one or more of the rights and remedies granted to Bank by any agreement with Borrowers, or any of them, given to it under applicable law, or otherwise.

Borrowers waive presentment, demand, protest, notice of dishonor, notice of demand or intent to demand, notice of acceleration or intent to accelerate, and all other notices, and agrees that no extension or indulgence to Borrowers, or any of them, or release, substitution or nonenforcement of any security, or release or substitution of any guarantor or any other party, whether with or without notice, shall affect the obligations of Borrowers, or any of them. Borrowers waive all defenses or right to discharge available under Section 3-605 of the Uniform Commercial Code and waives all other suretyship defenses or right to discharge. Borrowers agree that Bank has the right to sell, assign, or grant participations, or any interest, in any or all of the Indebtedness, and that, in connection with such right, but without limiting its ability to make other disclosures to the full extent allowable, Bank may disclose all documents and information which the Bank now or later has relating to Borrowers, or any of them, and the Indebtedness.

Borrowers agree to reimburse Bank, or any other holder or owner of this Note, for any and all costs and expenses (including, without limit, court costs, legal expenses and reasonable attorneys’ fees, whether inside or outside counsel is used, whether or not suit

7

is instituted, and, if suit is instituted, whether at the trial court level, appellate level, in a bankruptcy, probate or administrative proceeding or otherwise) incurred in collecting or attempting to collect this Note or the Indebtedness or incurred in any other matter or proceeding relating to this Note or the Indebtedness.

Borrowers acknowledge and agree that there are no contrary agreements, oral or written, establishing a term of this Note and agrees that the terms and conditions of this Note may not be amended, waived or modified except in a writing signed by a duly authorized officer of Bank expressly stating that the writing constitutes an amendment, waiver or modification of the terms of this Note. If any provision of this Note is unenforceable in whole or part for any reason, the remaining provisions shall continue to be effective. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MICHIGAN.

This Note shall bind Borrowers and Borrowers’ respective successors and assigns.

For the purposes of this Note, the following terms have the following meanings:

“Advance” means a borrowing requested by Borrowers and made by Bank under this Note, including any refunding of an outstanding Advance as the same type of Advance or the conversion of any such outstanding Advance to another type of Advance, and shall include a Eurodollar-based Advance and a Prime-based Advance.

“Applicable Interest Rate” means the Eurodollar-based Rate or the Prime-based Rate, as selected by Borrowers from time to time or as otherwise determined in accordance with the terms and conditions of this Note.

“Business Day” means any day, other than a Saturday, Sunday or holiday, on which Bank is open for all or substantially all of its domestic and international business (including dealings in foreign exchange) in Detroit, Michigan and Fort Lauderdale, Florida.

“Eurodollar-based Advance” means an Advance which bears interest at the Eurodollar-based Rate.

“Eurodollar-based Rate” means a per annum interest rate which is equal to the sum of one and one half percent (1.5%), plus the quotient of:

(a) the per annum interest rate at which Bank’s Eurodollar Lending Office offers deposits to prime banks in the eurodollar market in an amount comparable to the relevant Eurodollar-based Advance and for a period equal to the relevant Interest Period at or about 11:00 a.m. (Detroit, Michigan time) (or as soon thereafter as practical) one (1) Business Day prior to the first day of such Interest Period;

divided by

(b) a percentage equal to 100% minus the maximum rate during such Interest Period at which Bank is required to maintain reserves on “Euro-currency Liabilities” as defined in and pursuant to Regulation D of the Board of Governors of the

8

Federal Reserve System or, if such regulation or definition is modified, and as long as Bank is required to maintain reserves against a category of liabilities which includes eurodollar deposits or includes a category of assets which includes eurodollar loans, the rate at which such reserves are required to be maintained on such category.

“Eurodollar Lending Office” means Bank’s office located in the Cayman Islands, British West Indies, or such other branch of Bank, domestic or foreign, as it may hereafter designate as its Eurodollar Lending Office by notice to Borrowers.

“Interest Period” means a period of one month, commencing on the day a Eurodollar-based Advance is made, provided that:

(a) any Interest Period which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day, except that if the next succeeding Business Day falls in another calendar month, the Interest Period shall end on the next preceding Business Day, and when an Interest Period begins on a day which has no numerically corresponding day in the calendar month during which such Interest Period is to end, it shall end on the last Business Day of such calendar month, and

(b) no Interest Period shall extend beyond the Maturity Date.

“Loan Agreement” shall man that certain Letter Agreement dated June     , 2007 among Borrowers and Bank, as may be amended, restated, supplemented or replaced from time to time.

“Prime-based Advance” shall mean an Advance which bears interest at the Prime-based Rate.

“Prime Rate” means the per annum interest rate established by Bank as its prime rate for its borrowers, as such rate may vary from time to time, which rate is not necessarily the lowest rate on loans made by Bank at any such time.

“Prime-based Rate” shall mean a per annum interest rate which is equal to the greater of (i) the Prime Rate minus three quarters of one percent (.75%); or (ii) the rate of interest equal to the sum of (a) one percent (1%) and (b) the rate of interest equal to the average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers (the “Overnight Rates”), as published by the Federal Reserve Bank of New York, or, if the overnight Rates are not so published for any day, the average of the quotations for the Overnight Rates received by Bank from three (3) Federal funds brokers of recognized standing selected by Bank, as the same may be changed from time to time.

“Request for Advance” means a Request for Advance issued by Borrowers on behalf of Borrowers under this Note in the form annexed to this Note as Exhibit “A”.

Borrowers agree to make all payments to Bank of any and all amounts due and owing by Borrowers to Bank hereunder, including, without limitation, the payment of principal and interest on any Advance, on the date provided for such payment, in United

9

States Dollars in immediately available funds, at the office of Bank located at Comerica Tower at Detroit Center, 500 Woodward Avenue, Detroit, Michigan 48226, or such other address as Bank may notify Borrowers in writing.

No delay or failure of Bank in exercising any right, power or privilege hereunder shall affect such right, power or privilege, nor shall any single or partial exercise thereof preclude any further exercise thereof, or the exercise of any other power, right or privilege. The rights of Bank under this Agreement are cumulative and not exclusive of any right or remedies which Bank would otherwise have, whether by other instruments or by law.

The obligations of the Borrowers under this Note are the joint and several obligations of the Borrowers.

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BORROWERS AND BANK ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED. EACH PARTY, AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT, WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION REGARDING THE PERFORMANCE OR ENFORCEMENT OF, OR IN ANY WAY RELATED TO, THIS NOTE OR THE INDEBTEDNESS HEREUNDER.

DREAMS, INC., on its own behalf as Authorized

Agent for and on behalf of all other Borrowers:

DREAMS FRANCHISE CORPORATION,

DREAMS ENTERTAINMENT, INC.

DREAMS PRODUCTS, INC.

DREAMS RETAIL CORPORATION

DREAMS/PRO SPORTS, INC.

FANSEDGE CORPORATION

THE GREENE ORGANIZATION, INC.

THE SPORTS COLLECTIBLES & AUCTION

COMPANY, INC.

DREAMS UNIQUE, INC.

STARSLIVE365, LLC

365 LAS VEGAS, L.P.

By:

Its:

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EXHIBIT “A”

REQUEST FOR ADVANCE

The undersigned hereby requests COMERICA BANK (“Bank”) to make a(an)                                     * Advance to the undersigned on                     , 20    , in the amount of                                                   Dollars ($            ) under the Revolving Note dated as of                     , 2007, issued by the undersigned to said Bank in the face amount of Fifteen Million Dollars ($15,000,000) (herein called “Note”). The Interest Period for the requested Advance, if applicable, shall be one month. The last day of the Interest Period for the amounts being converted or refunded hereunder, if applicable, is                     , 20    .

The undersigned certifies that no Event of Default, or any condition or event which, with the giving of notice or the running of time, or both, would constitute an Event of Default, has occurred and is continuing under the Note, and none will exist upon the making of the Advance requested hereunder. The undersigned further certifies that upon advancing the sum requested hereunder, the aggregate principal amount outstanding under the Note will not exceed the face amount thereof. If the amount advanced to the undersigned under the Note shall at any time exceed the face amount thereof, the undersigned will pay such excess amount on demand.

The undersigned hereby authorizes said Bank to disburse the proceeds of this Request for Advance by crediting the account of the undersigned with Bank separately designated by the undersigned or as the undersigned may otherwise direct, unless this Request for Advance is being submitted for a conversion or refunding, in which case it shall refund or convert that portion stated above of the existing outstandings under the Note.

[continued on next page]

* insert, as applicable, “Prime-based” or “Eurodollar-based”.

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Capitalized terms used but not otherwise defined herein shall have the respective meanings given to them in the Note.

Dated this              day of                     , 20    .

DREAMS, INC., on its own behalf as Authorized

Agent for and on behalf of all other Borrowers:

DREAMS FRANCHISE CORPORATION,

DREAMS ENTERTAINMENT, INC.

DREAMS PRODUCTS, INC.

DREAMS RETAIL CORPORATION

DREAMS/PRO SPORTS, INC.

FANSEDGE CORPORATION

THE GREENE ORGANIZATION, INC

THE SPORTS COLLECTIBLES & AUCTION COMPANY, INC.

DREAMS UNIQUE, INC.

STARSLIVE365, LLC

365 LAS VEGAS, L.P.

By:

Its:

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EX-99.4

Exhibit 99.4

FLORIDA DOCUMENTARY STAMP TAX IN THE AMOUNT OF $                      HAS

BEEN PAID OR WILL BE PAID DIRECTLY TO THE FLORIDA DEPARTMENT OF

REVENUE. CERTIFICATE OF REGISTRATION NO. 38-0477375-16-01.

FORM OF ACQUISITION NOTE #             

(Eurodollar Rate)

$	Detroit, Michigan
	,

FOR VALUE RECEIVED, (i) Dreams, Inc. a Utah corporation, registered in Florida as a foreign corporation under the name Dreams of Utah, Inc. and dba Dreams, Inc. (individually “Dreams”, and as authorized agent for each of the other Borrowers “Authorized Agent”), (ii) Dreams Franchise Corporation, a California corporation (“Franchise”), (iii) Dreams Entertainment Inc., a Utah corporation (“Entertainment”), (iv) Dreams Products, Inc., a Utah corporation, Inc. (“Products”), (v) Dreams Retail Corporation, a Florida corporation (“Retail”), (vi) Dreams/Pro Sports, Inc., a Florida corporation (“Pro Sports”), (vii) Fansedge Corporation, a Delaware corporation (“Fansedge”), (viii) The Greene Organization, Inc., a Florida corporation (“Greene”), (ix) The Sports Collectibles & Auction Borrower, Inc., a Florida corporation (“Collectibles”), (x) Dreams Unique, Inc., a Florida corporation (“Unique”),(xi) StarsLive365, LLC, a Nevada limited liability corporation (“StarsLive”), (xii) 365 Las Vegas, L.P., a Nevada limited partnership (“Las Vegas”), and collectively with Dreams, Franchise, Entertainment, Products, Retail, Pro Sports, Fansedge, Greene, Collectibles, Unique, StarsLive, and Las Vegas, referred to herein as the “Borrowers” and individually, a “Borrower”), hereby promise to pay to the order of COMERICA BANK, a Michigan banking corporation (herein called “Bank”), in lawful currency of the United States of America, the principal sum of                                          DOLLARS ($                     ), or so much of such sum as is advanced under this Note payable in monthly installments of principal each equal to             ¹, commencing on                     , 20     , and on each succeeding Installment Payment Date thereafter, until the Maturity Date, when the entire unpaid balance of principal, interest and all other sums hereunder shall be due and payable in full (unless sooner accelerated in accordance with the terms of this Note).

Subject to the terms and conditions of this Note, the unpaid principal balance outstanding under this Note from time to time shall bear interest at either the Eurodollar-based Rate or the Prime-based Rate, or any number or combination of such interest rates, as elected by Borrowers or as otherwise determined under and in accordance with the terms and conditions of this Note.

Interest accruing hereunder shall be computed on the basis of a 360 day year and shall be assessed for the actual number of days elapsed, and in such computation, effect shall be given to any change in the Applicable Interest Rate as a result of any change in the

¹ In equal monthly installments each in an amount sufficient to fully amortize the principal over the term of this Note.

Prime-based Rate on the date of each such change in the Prime-based Rate. Accrued and unpaid interest hereunder shall be payable, in arrears, on each Installment Payment Date, including, without limitation, the Maturity Date (unless sooner accelerated in accordance with the terms of this Note).

A late payment charge equal to five percent (5%) of each late payment hereunder may be charged on any payment not received by Bank within ten (10) calendar days after the payment due date therefor, but acceptance of payment of any such charge shall not constitute a waiver of any Default under this Note.

From and after the occurrence of any Default hereunder, and so long as any such Default remains unremedied or uncured thereafter, the Indebtedness outstanding under this Note shall bear interest at a per annum rate of three percent (3%) above the otherwise Applicable Interest Rate, which interest shall be payable upon demand.

The amount from time to time outstanding under this Note, the Applicable Interest Rate, the Interest Period, if applicable, and the amount and date of any repayment shall be noted on Bank’s records, which records shall be conclusive evidence thereof, absent manifest error; provided, however, any failure by Bank to make any such notation, or any error in any such notation, shall not relieve any Borrower of its obligations to repay Bank all amounts payable by Borrowers to Bank under or pursuant to this Note, when due in accordance with the terms hereof.

Borrowers may elect the Eurodollar-based Rate or the Prime-based Rate as the Applicable Interest Rate for all or any part of the unpaid principal balance outstanding under this Note by delivering to Bank, by 11:00 a.m. (Detroit, Michigan time) three Business Days prior to the proposed effective date of such election, a Notice of Interest Rate executed by a duly authorized officer of Borrower. Without limiting any other provisions of this Note, Borrowers’ right and ability to elect the Eurodollar-based Rate as the Applicable Interest Rate for all or any part of the principal Indebtedness outstanding hereunder for an applicable Interest Period shall be subject to the following:

(a) the principal Indebtedness outstanding under this Note which is to bear interest at the relevant Eurodollar-based Rate for the applicable Interest Period must be at least                                          Dollars ($                     ) as of the first day of such Interest Period;

(b) no Default, and no condition or event which, with the giving of notice or the running of time, or both, would constitute a Default, shall have occurred and be continuing or exist under this Note;

(c) except in the case of the election by Borrowers of the Eurodollar-based Rate as the initial Applicable Interest Rate under this Note, in which case, such election shall be effective as of the date of this Note, as set forth above, any such election shall only be effective as of an Installment Payment Date;

(d) Borrowers shall elect Interest Periods hereunder so as to permit Borrowers to make the mandatory installment payments required under the terms of this Note, when due in accordance with the terms hereof, without prepaying any Indebtedness hereunder which is then bearing interest at the Eurodollar-based Rate;

(e) there shall be no more than two (2) Eurodollar-based Rates in effect hereunder at any time; and

(f) any such election by Borrowers of the Eurodollar-based Rate as the Applicable Interest Rate hereunder shall not be revocable by Borrower.

For any period of time for which a Notice of Interest Rate has not been delivered to Bank in accordance with the terms of this Note requesting that the Eurodollar-based Rate be the Applicable Interest Rate for all or any part of the principal Indebtedness outstanding under this Note for such period, or for any period of time during which Borrowers are not entitled to elect the Eurodollar-based Rate as the Applicable Interest Rate for all or any part of the principal Indebtedness outstanding hereunder in accordance with the terms of this Note, or for any period of time during which the Eurodollar-based Rate is not otherwise available to Borrowers as the Applicable Interest Rate hereunder for all or any part of the principal Indebtedness outstanding hereunder in accordance with the terms of this Note, the Prime-based Rate shall automatically be the Applicable Interest Rate hereunder in respect of such Indebtedness for such period, subject to the provisions hereof with regard to the payment of interest at the applicable default rate, as provided herein.

Subject to the definition of an “Interest Period” hereunder, in the event that any payment under this Note becomes due and payable on any day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day, and, to the extent applicable, interest shall continue to accrue and be payable thereon during such extension at the rate(s) set forth in this Note.

All payments to be made by Borrowers to Bank under or pursuant to this Note shall be in immediately available funds, without setoff or counterclaim, and in the event that any payments submitted hereunder are in funds not available until collected, said payments shall continue to bear interest until collected. Each of the Borrowers hereby authorizes Bank to charge any account of Borrowers with Bank for all sums due hereunder when due in accordance with the terms hereof.

In the event that the Eurodollar-based Rate is the Applicable Interest Rate for all or any part of the principal Indebtedness outstanding under this Note, and any payment or prepayment of any such Indebtedness shall occur on any day other than the last day of the Interest Period then applicable thereto (whether voluntarily, by acceleration, required payment, or otherwise), or if Borrower select the Eurodollar-based Rate as the Applicable Interest Rate for all or any part of the principal Indebtedness outstanding under this Note in accordance with the terms and conditions hereof, and, subsequent to such election, but prior to the commencement of the Interest Period applicable thereto, Borrowers revoke such election for any reason whatsoever, or if the Applicable Interest Rate in respect of any Indebtedness hereunder shall be changed, for any reason whatsoever, from the Eurodollar-based Rate to the Prime-based Rate prior to the last day of the Interest Period applicable thereto, or if Borrowers shall fail to make any payment of principal or

interest hereunder at any time that the Eurodollar-based Rate is the Applicable Interest Rate hereunder in respect of such Indebtedness, Borrowers shall reimburse Bank, on demand, for any resulting loss, cost or expense incurred by Bank as a result thereof, including, without limitation, any such loss, cost or expense incurred in obtaining, liquidating, employing or redeploying deposits from third parties. Such amount payable by Borrowers to Bank may include, without limitation, an amount equal to the excess, if any, of (a) the amount of interest which would have accrued on the amount so prepaid, or not so borrowed, refunded or converted, for the period from the date of such prepayment or of such failure to borrow, refund or convert, through the last day of the relevant Interest Period, at the applicable rate of interest for such Indebtedness, as provided under this Note, over (b) the amount of interest (as reasonably determined by Bank) which would have accrued to Bank on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank eurodollar market. Calculation of any amounts payable to Bank under this paragraph shall be made as though Bank shall have actually funded or committed to fund the relevant Indebtedness hereunder through the purchase of an underlying deposit in an amount equal to the amount of such Indebtedness and having a maturity comparable to the relevant Interest Period; provided, however, that Bank may fund the Indebtedness hereunder in any manner it deems fit and the foregoing assumptions shall be utilized only for the purpose of the calculation of amounts payable under this paragraph. Upon the written request of Borrowers, Bank shall deliver to Borrowers a certificate setting forth the basis for determining such losses, costs and expenses, which certificate shall be conclusively presumed correct, absent manifest error. Any prepayment hereunder shall also be accompanied by the payment of all accrued and unpaid interest on the amount so prepaid.

For any Interest Period for which the Applicable Interest Rate is the Eurodollar-based Rate, if Bank shall designate a Eurodollar Lending Office which maintains books separate from those of the rest of Bank, Bank shall have the option of maintaining and carrying this Note, and the relevant Indebtedness hereunder, on the books of such Eurodollar Lending Office.

If, with respect to any Interest Period, Bank determines that, (a) by reason of circumstances affecting the foreign exchange and interbank markets generally, deposits in eurodollars in the applicable amounts or for the relative maturities are not being offered to Bank for such Interest Period, or (b) that the Eurodollar-based Rate will not adequately reflect the cost to Bank of maintaining any of the Indebtedness under this Note at the Eurodollar-based Rate for such Interest Period, then Bank shall forthwith give notice thereof to Borrowers. Thereafter, until Bank notifies Borrowers that such conditions or circumstances no longer exist, the obligation of Bank to maintain all or any part of the Indebtedness outstanding under this Note at the Eurodollar-based Rate, and the right of Borrowers to elect the Eurodollar-based Rate as the Applicable Interest Rate for all or any part of the Indebtedness under this Note, shall be suspended, and the Prime-based Rate shall be the Applicable Interest Rate for all Indebtedness hereunder during such period of time.

If, after the date hereof, the introduction of, or any change in, any applicable law, rule or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by Bank (or its Eurodollar Lending Office) with any request or directive (whether or not having the force of law) of any such authority, shall make it unlawful or impossible for the Bank (or its Eurodollar Lending Office) to make or maintain any of the Indebtedness

hereunder with interest at the Eurodollar-based Rate, Bank shall forthwith give notice thereof to Borrowers. Thereafter, (a) until Bank notifies Borrowers that such conditions or circumstances no longer exist, the obligation of Bank to maintain any of the Indebtedness hereunder at the Eurodollar-based Rate, and the right of Borrowers to elect the Eurodollar-based Rate as the Applicable Interest Rate for all or any part of the Indebtedness outstanding under this Note, shall be suspended, and Borrowers may select only the Prime-based Rate as the Applicable Interest Rate hereunder, and (b) if Bank may not lawfully continue to maintain the Indebtedness outstanding hereunder to the end of the then current Interest Period applicable thereto, the Prime-based Rate shall be the Applicable Interest Rate for the remainder of such Interest Period with respect to such outstanding Indebtedness.

If the adoption after the date hereof, or any change after the date hereof in, any applicable law, rule or regulation (whether domestic or foreign) of any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Bank (or its Eurodollar Lending Office) with any request or directive (whether or not having the force of law) made by any such authority, central bank or comparable agency after the date hereof:

(g) shall subject Bank (or its Eurodollar Lending Office) to any tax, duty or other charge with respect to this Note or any Indebtedness hereunder, or shall change the basis of taxation of payments to Bank (or its Eurodollar Lending Office) of the principal of or interest under this Note or any other amounts due under this Note in respect thereof (except for changes in the rate of tax on the overall net income of Bank or its Eurodollar Lending Office imposed by the jurisdiction in which Bank’s principal executive office or Eurodollar Lending Office is located); or

(h) shall impose, modify or deem applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by Bank (or its Eurodollar Lending Office), or shall impose on Bank (or its Eurodollar Lending Office) or the foreign exchange and interbank markets any other condition affecting this Note or the Indebtedness hereunder;

and the result of any of the foregoing is to increase the cost to Bank of maintaining any part of the Indebtedness hereunder or to reduce the amount of any sum received or receivable by Bank under this Note by an amount deemed by the Bank to be material, then Borrowers shall pay to Bank, within ten (10) Business Days of Borrowers’ receipt of written notice from Bank demanding such compensation, such additional amount or amounts as will compensate Bank for such increased cost or reduction. A certificate of Bank, prepared in good faith and in reasonable detail by Bank and submitted by Bank to Borrowers, setting forth the basis for determining such additional amount or amounts necessary to compensate Bank shall be conclusive and binding for all purposes, absent manifest error.

In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to Bank, or any interpretation or administration thereof by any governmental authority charged

with the interpretation or administration thereof, or compliance by Bank with any guideline, request or directive of any such authority (whether or not having the force of law), including any risk-based capital guidelines, affects or would affect the amount of capital required or expected to be maintained by Bank (or any corporation controlling Bank), and Bank determines that the amount of such capital is increased by or based upon the existence of any obligations of Bank hereunder or the maintaining of any Indebtedness hereunder, and such increase has the effect of reducing the rate of return on Bank’s (or such controlling corporation’s) capital as a consequence of such obligations or the maintaining of such Indebtedness hereunder to a level below that which Bank (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy), then Borrowers shall pay to Bank, within ten (10) Business Days of Borrowers’ receipt of written notice from Bank demanding such compensation, additional amounts as are sufficient to compensate Bank (or such controlling corporation) for any increase in the amount of capital and reduced rate of return which Bank reasonably determines to be allocable to the existence of any obligations of the Bank hereunder or to maintaining any Indebtedness hereunder. A certificate of Bank as to the amount of such compensation, prepared in good faith and in reasonable detail by the Bank and submitted by Bank to Borrowers, shall be conclusive and binding for all purposes absent manifest error.

This Note and any other indebtedness and liabilities of any kind of Borrowers, or any of them, to Bank, and any and all modifications, renewals or extensions thereof, whether joint or several, contingent or absolute, direct or indirect, now existing or later arising, and however evidenced (collectively the “Indebtedness”), are secured by and Bank is granted a security interest in all items at any time deposited in any account of Borrowers, or any of them, with Bank and by all proceeds of these items (cash or otherwise), all account balances of Borrowers, or any of them, from time to time with Bank, by all property of Borrowers, or any of them, from time to time in the possession of Bank, and by any other collateral, rights and properties described in each and every mortgage, security agreement, pledge, assignment and other security or collateral agreement which has been, or will at any time(s) later be, executed by Borrowers, or any of them, or others to or for the benefit of Bank (collectively the “Collateral”).

If (a) Borrowers, or any of them, or any guarantor under a guaranty of all or part of the Indebtedness (“guarantor”) fail(s) to pay this Note, or any part thereof, or any of the Indebtedness when due, by maturity, acceleration or otherwise, or fail(s) to pay any Indebtedness owing on a demand basis upon demand; or (b) Borrowers, or any of them, or any guarantor fail(s) to comply with any of the terms or provisions of any agreement between Borrowers, or any of them, or any guarantor and Bank; or (c) any warranty, representation, financial statement, or other information made, given or furnished to Bank by or on behalf of Borrower, or any of them, or any guarantor shall be, or shall prove to have been, materially false or materially misleading when made, given, or furnished; (d) there is any loss, theft, substantial damage or destruction to or of any Collateral, or the issuance or filing of any attachment, levy, garnishment or the commencement of any proceeding in connection with any Collateral; r any other judicial process upon or in respect of any Collateral; or (e) there is any termination, notice of termination, or breach of any guaranty, pledge, collateral assignment or subordination agreement relating to all or any part of the Indebtedness; or (f) there is the sale or other disposition by Borrowers, or any of them, or any guarantor of any substantial portion of its assets or property or voluntary suspension of the transaction of business by Borrowers, or any of them, or any guarantor (and if such proceeding is involuntary, continuance thereof for

more than 30 days); or death, dissolution, termination of existence, merger, consolidation, insolvency, business failure, or assignment for the benefit of creditors of or by Borrowers, or any of them, or any guarantor; or commencement of any proceedings under any state or federal bankruptcy or insolvency laws or laws for the relief of debtors by or against Borrowers, or any of them, or any guarantor; or the appointment of a receiver, trustee, court appointee, sequestrator or otherwise, for all or any part of the property of Borrowers, or any of them, or any guarantor; (g) if there is any failure by Borrowers, or any of them, or any guarantor to pay, when due, any of its indebtedness (other than to the Bank) or in the observance or performance of any term, covenant or condition in any document evidencing, securing or relating to such indebtedness; or (h) Bank deems the margin of Collateral insufficient or deems itself insecure, in good faith believing that the prospect of payment of the Indebtedness or performance of this Agreement is impaired or shall fear deterioration, removal, or waste of Collateral; or (i) an event of default shall occur under any instrument, agreement or other document evidencing, securing or otherwise relating to any of the Indebtedness; or (j) any judgment(s) for the payment of money shall be rendered against the Borrowers or any of them in excess of $50,000 in the aggregate and such judgment(s) shall remain unpaid, unvacated, unbonded or unstayed by appeal or otherwise for a period of thirty (30) consecutive days from the date of entry and such judgment(s) is (are) not covered by insurance from a solvent insurer who is defending such action without reservation of rights; or (k) if Dreams shall fail, for any reason whatsoever, to own and control, directly or indirectly, 100% of the equity interests in any of the other Borrowers (other than Las Vegas) or Dreams shall fail, for any reason whatsoever, to own and control, directly or indirectly, at least 70% of the equity interest in Las Vegas; or (l) the occurrence of any “reportable event”, as defined in ERISA, which (i) is determined to constitute grounds for (A) termination by the PBGC of any pension plan of any Borrower or (B) the appointment by the appropriate United States District Court of a trustee to administer such plan and (ii) is reasonably likely to result in a Material Adverse Effect (as defined in the Loan Agreement), and (iii) such reportable event is not corrected and such determination is not revoked within thirty (30) days after (A) notice thereof has been given to the plan administrator or any Debtor; or (B) the institution of proceedings by the PBGC to terminate any such pension plan or to appoint a trustee to administer such plan; or (C) the appointment of a trustee by the appropriate United States District Court to administer any such pension plan; then Bank, upon the occurrence and at any time during the continuance or existence of any of these conditions or events (each a “Default”), may at its option and without prior notice to Borrowers, declare any or all of the Indebtedness to be immediately due and payable (notwithstanding any provisions contained in the evidence of it to the contrary), sell or liquidate all or any portion of the Collateral, set off against the Indebtedness any amounts owing by Bank to Borrowers, or any of them,, and exercise any one or more of the rights and remedies granted to Bank by any agreement with Borrowers, or any of them, given to it under applicable law, or otherwise.

Borrowers waive presentment, demand, protest, notice of dishonor, notice of demand or intent to demand, notice of acceleration or intent to accelerate, and all other notices, and agrees that no extension or indulgence to Borrowers, or any of them, or release, substitution or nonenforcement of any security, or release or substitution of any guarantor or any other party, whether with or without notice, shall affect the obligations of Borrowers, or any of them. Borrowers waive all defenses or right to discharge available under Section 3-605 of the Uniform Commercial Code and waives all other suretyship defenses or right to discharge. Borrowers agree that Bank has the right to sell, assign, or grant participations, or any interest, in any or all of the Indebtedness, and that, in connection with

such right, but without limiting its ability to make other disclosures to the full extent allowable, Bank may disclose all documents and information which the Bank now or later has relating to Borrowers, or any of them, and the Indebtedness.

Borrowers agree to reimburse Bank, or any other holder or owner of this Note, for any and all costs and expenses (including, without limit, court costs, legal expenses and reasonable attorneys’ fees, whether inside or outside counsel is used, whether or not suit is instituted, and, if suit is instituted, whether at the trial court level, appellate level, in a bankruptcy, probate or administrative proceeding or otherwise) incurred in collecting or attempting to collect this Note or the Indebtedness or incurred in any other matter or proceeding relating to this Note or the Indebtedness.

Borrowers acknowledge and agree that there are no contrary agreements, oral or written, establishing a term of this Note and agrees that the terms and conditions of this Note may not be amended, waived or modified except in a writing signed by a duly authorized officer of Bank expressly stating that the writing constitutes an amendment, waiver or modification of the terms of this Note. If any provision of this Note is unenforceable in whole or part for any reason, the remaining provisions shall continue to be effective. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MICHIGAN.

This Note shall bind Borrowers and Borrowers’ respective successors and assigns.

For the purposes of this Note, the following terms have the following meanings:

“Applicable Interest Rate” shall mean, in respect of all or any part of the Indebtedness hereunder, either the Eurodollar-based Rate or the Prime-based Rate, as selected by Borrowers from time to time or as otherwise determined in accordance with the terms and conditions of this Note.

“Business Day” shall mean any day, other than a Saturday, Sunday or holiday, on which Bank is open for all or substantially all of its domestic and international business (including dealings in foreign exchange) in Detroit, Michigan, and, in respect of computations and notices relating to the Eurodollar-based Rate and Interest Periods, also a day upon which dealings in U.S. Dollars are conducted in the interbank eurodollar market.

“Eurodollar-based Rate” shall mean a per annum interest rate which is equal to two and one quarter percent (2.25%), plus the quotient of the following (which amount shall be rounded upwards, if necessary, to the nearest 1/16th of 1%):

(i) the per annum interest rate at which Bank’s Eurodollar Lending Office offers deposits to prime banks in the eurodollar market in an amount comparable to the principal amount outstanding under this Note which is to bear interest at the Eurodollar-based Rate for a period equal to the relevant Interest Period at or about 11:00 a.m. (Detroit, Michigan time) (or as soon thereafter as practical) two Business Days prior to the first day of such Interest Period;

divided by

(j) a percentage (expressed as a decimal) equal to 1.00 minus the maximum rate during such Interest Period at which Bank is required to maintain reserves on “Euro-currency Liabilities” as defined in and pursuant to Regulation D of the Board of Governors of the Federal Reserve System or, if such regulation or definition is modified, and as long as Bank is required to maintain reserves against a category of liabilities which includes eurodollar deposits or includes a category of assets which includes eurodollar loans, the rate at which such reserves are required to be maintained on such category.

“Eurodollar Lending Office” shall mean Bank’s office located in the Cayman Islands, British West Indies, or such other branch of Bank, domestic or foreign, as it may hereafter designate as its Eurodollar Lending Office by notice to Borrower.

“Installment Payment Date” shall mean                     , 200    , and the first Business Day of each succeeding month thereafter, until (and including) the Maturity Date.

“Interest Period” shall mean a period of time not to exceed one (1) month, two (2) months, three (3) months, or six (6) months commencing on the effective date of an election of the Eurodollar-based Rate as the Applicable Interest Rate hereunder, provided that:

(k) any Interest Period which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day, except that if the next succeeding Business Day falls in another calendar month, the Interest Period shall end on the next preceding Business Day, and when an Interest Period begins on a day which has no numerically corresponding day in the calendar month during which such Interest Period is to end, it shall end on the last Business Day of such calendar month;

(l) each Interest Period shall commence on and end on an Installment Payment Date under this Note; and

(m) no Interest Period shall extend beyond the Maturity Date.

“Loan Agreement” shall man that certain Letter Agreement dated June     , 2007 among Borrowers and Bank, as may be amended, restated, supplemented or replaced from time to time

“Maturity Date” means December 1, 2009.

“Notice of Interest Rate” shall mean a Notice of Interest Rate in form similar to that attached to this Note as Exhibit “A” issued and delivered by Borrowers to Bank in accordance with the terms of this Note.

“Prime Rate” shall mean the per annum interest rate established by Bank as its prime rate for its borrowers, as such rate may vary from time to time, which rate is not necessarily the lowest rate on loans made by Bank at any such time.

“Prime-based Rate” shall mean a per annum interest rate which is equal to the greater of (i) the Prime Rate less one quarter of one percent (0.25%); or (ii) the rate of interest equal to the sum of (a) one percent (1%) and (b) the rate of interest equal to the average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers (the “Overnight Rates”), as published by the Federal Reserve Bank of New York, or, if the overnight Rates are not so published for any day, the average of the quotations for the Overnight Rates received by Bank from three (3) Federal funds brokers of recognized standing selected by Bank, as the same may be changed from time to time.

Borrowers agree to make all payments to Bank of any and all amounts due and owing by Borrowers to Bank hereunder, including, without limitation, the payment of principal and interest on any Advance, on the date provided for such payment, in United States Dollars in immediately available funds, at the office of Bank located at Comerica Tower at Detroit Center, 500 Woodward Avenue, Detroit, Michigan 48226, or such other address as Bank may notify Borrowers in writing.

No delay or failure of Bank in exercising any right, power or privilege hereunder shall affect such right, power or privilege, nor shall any single or partial exercise thereof preclude any further exercise thereof, or the exercise of any other power, right or privilege. The rights of Bank under this Agreement are cumulative and not exclusive of any right or remedies which Bank would otherwise have, whether by other instruments or by law.

The obligations of the Borrowers under this Note are the joint and several obligations of the Borrowers.

BORROWERS AND BANK ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED. EACH PARTY, AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT, WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION REGARDING THE PERFORMANCE OR ENFORCEMENT OF, OR IN ANY WAY RELATED TO, THIS NOTE OR THE INDEBTEDNESS HEREUNDER.

DREAMS, INC., on its own behalf and as

Authorized Agent for and on behalf of all other

Borrowers:

DREAMS FRANCHISE CORPORATION,

DREAMS ENTERTAINMENT, INC.

DREAMS PRODUCTS, INC.

DREAMS RETAIL CORPORATION

DREAMS/PRO SPORTS, INC.

FANSEDGE CORPORATION

THE GREENE ORGANIZATION

THE SPORTS COLLECTIBLES & AUCTION COMPANY, INC.

DREAMS UNIQUE, INC.

STARS LIVE 365 LLC

365 LAS VEGAS, L.P.

By:

Its:

EXHIBIT “A” TO ACQUISITION NOTE

NOTICE OF INTEREST RATE

With reference to the $              Acquisition Note #     dated as of                     , 20        , made by the undersigned payable to Comerica Bank (“Bank”), and subject to the terms and conditions of said Note, the undersigned hereby elects the ²                         Rate as the Applicable Interest Rate for                                               Dollars ($                     ) of the unpaid balance of principal Indebtedness outstanding under said Note. Such election shall be effective as of                             , and, if applicable, the Interest Period applicable thereto shall be for ³                                      (    ) month(s), and shall end on                                     ,     .

In the event that the Indebtedness outstanding under said Note to which this Notice relates is currently bearing interest at the Eurodollar-based Rate, the Interest Period with respect thereto ends on                                     ,     .

The undersigned hereby certifies that, as of the date hereof, no Default, or any condition or event which, with the giving of notice or the running of time, or both, would constitute a Default, has occurred and is continuing or exists under said Note. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in said Note.

Dated this      day of                             ,             .

DREAMS, NC., on its own behalf and as

Authorized Agent for and on behalf of all other

Borrowers:

DREAMS FRANCHISE CORPORATION,

DREAMS ENTERTAINMENT, INC.

DREAMS PRODUCTS, INC.

DREAMS RETAIL CORPORATION

DREAMS/PRO SPORTS, INC.

FANSEDGE CORPORATION

THE GREENE ORGANIZATION

THE SPORTS COLLECTIBLES & AUCTION COMPANY, INC.

DREAMS UNIQUE, INC.

STARS LIVE 365 LLC

365 LAS VEGAS, L.P.

By:

Its:

² Insert, as applicable, “Eurodollar-based” or “Prime-based”.

³ Insert, as applicable “one (1) month”, “two (2) months”, “three (3) months”, “six (6) months”

EX-99.5

Exhibit 99.5

	Security Agreement
	(All Assets)

As of June             , 2007, for value received, the undersigned (individually and collectively “Debtors”) pledge, assign and grant to Comerica Bank (“Bank”), whose address is 39200 Six Mile Road, Livonia, Michigan 48152, Attention: Commercial Loan Documentation, Mail Code 7578, a continuing security interest and lien (any pledge, assignment, security interest or other lien arising hereunder is sometimes referred to herein as a “security interest”) in the Collateral (as defined below) to secure payment when due, whether by stated maturity, demand, acceleration or otherwise, of all existing and future indebtedness (“Indebtedness”) to the Bank of             N/A            (“Borrower”) and/or Debtors. Indebtedness includes without limit any and all obligations or liabilities of the Borrower and/or Debtors, or any of them, to the Bank, whether absolute or contingent, direct or indirect, voluntary or involuntary, liquidated or unliquidated, joint or several, known or unknown; any and all obligations or liabilities for which the Borrower and/or Debtors, or any of them, would otherwise be liable to the Bank were it not for the invalidity or unenforceability of them by reason of any bankruptcy, insolvency or other law, or for any other reason; any and all amendments, modifications, renewals and/or extensions of any of the above; all costs incurred by Bank in establishing, determining, continuing, or defending the validity or priority of its security interest, or in pursuing its rights and remedies under this Agreement or under any other agreement between Bank and Borrower and/or Debtors, or any of them, or in connection with any proceeding involving Bank as a result of any financial accommodation to Borrower and/or Debtors, or any of them; and all other costs of collecting Indebtedness, including without limit attorneys fees. Debtors agree to pay Bank all such costs incurred by the Bank, immediately upon demand, and until paid all costs shall bear interest at the highest per annum rate applicable to any of the Indebtedness, but not in excess of the maximum rate permitted by law. Any reference in this Agreement to attorneys fees shall be deemed a reference to reasonable fees, costs, and expenses of both in-house and outside counsel and paralegals, whether inside or outside counsel is used, whether or not a suit or action is instituted, and to court costs if a suit or action is instituted, and whether attorneys fees or court costs are incurred at the trial court level, on appeal, in a bankruptcy, administrative or probate proceeding or otherwise. Debtors further covenant, agrees, represent and warrant as follows:

1. Collateral shall mean all personal property of Debtors including, without limitation, all of the following property Debtors now or later own or have an interest in, wherever located:

• all Accounts Receivable (for purposes of this Agreement, “Accounts Receivable” consists of all accounts, general intangibles, chattel paper (including without limit electronic chattel paper and tangible chattel paper), contract rights, deposit accounts, documents, instruments and rights to payment evidenced by chattel paper, documents or instruments, health care insurance receivables; commercial tort claims, letters of credit, letter of credit rights, supporting obligations, and rights to payment for money or funds advanced or sold),

• all Inventory,

• all Equipment and Fixtures,

• all Software (for purposes of this Agreement, “Software” consists of all (i) computer programs and supporting information provided in connection with a transaction relating to the program, and (ii) computer programs embedded in goods and any supporting information provided in connection with a transaction relating to the program whether or not the program is associated with the goods in such a manner that it customarily is considered part of the goods, and whether or not, by becoming the owner of the goods, a person acquires a right to use the program in connection with the goods, and whether or not the program is embedded in goods that consist solely of the medium in which the program is embedded),

• all investment property (including, without limit, securities, securities entitlements, and financial assets),

• the license agreements described on Schedule 1 annexed hereto (“License Agreements”)

• all goods, instruments, (including, without limit, promissory notes), documents (including, without limit, negotiable documents), policies and certificates of insurance, deposit accounts, and money or other property (except real property which is not a fixture) which are now or later in possession of Bank, or as to which Bank now or later controls possession by documents or otherwise, and

• all additions, attachments, accessions, parts, replacements, substitutions, renewals, interest, dividends, distributions, rights of any kind (including but not limited to stock splits, stock rights, voting and preferential rights), products, and proceeds of or pertaining to the above including, without limit, cash or other property which were proceeds and are recovered by a bankruptcy trustee or otherwise as a preferential transfer by Debtors, or any of them.

In the definition of Collateral, a reference to a type of collateral shall not be limited by a separate reference to a more specific or narrower type of that collateral.

2. Warranties, Covenants and Agreements. Each of the Debtors warrant, covenant and agree as follows:

2.1 Debtors shall furnish to Bank, in form and at intervals as Bank may request, any information Bank may reasonably request and allow Bank to examine, inspect, and copy any of Debtors’ books and records. Debtors shall, at the request of Bank, mark their records and the Collateral to clearly indicate the security interest of Bank under this Agreement.

2.2 At the time any Collateral becomes, or is represented to be, subject to a security interest in favor of Bank, Debtors shall be deemed to have warranted that (a) Debtors are the lawful owner of the Collateral and have the right and authority to subject it to a security interest granted to Bank; (b) none of the Collateral is subject to any security interest other than that in favor of Bank or as permitted under the letter agreement dated June             , 2007, between Debtors and Bank, as may be amended, restated, supplemented or replaced from time to time (“Permitted Liens”); (c) there are no financing statements on file, other than in favor of Bank or with respect to Permitted Liens; (d) no person, other than Bank, has possession or control (as defined in the Uniform Commercial Code) of any Collateral of such nature that perfection of a security interest may be accomplished by control; and (e) Debtors acquired their rights in the Collateral in the ordinary course of its business.

2.3 Debtors will keep the Collateral free at all times from all claims, liens, security interests and encumbrances other than those in favor of Bank or with respect to Permitted Liens. Debtors will not, without the prior written consent of Bank, sell, transfer or lease, or permit to be sold, transferred or leased, any or all of the Collateral, except (where inventory is pledged as Collateral) for Inventory in the ordinary course of its business and will not return any Inventory to its supplier. Bank or its representatives may at all reasonable times inspect the Collateral and may enter upon all premises where the Collateral is kept or might be located.

2.4 Debtors will do all acts and will execute or cause to be executed all writings requested by Bank to establish, maintain and continue an exclusive, perfected and first security interest of Bank in the Collateral. Debtors agree that Bank has no obligation to acquire or perfect any lien on or security interest in any asset(s), whether realty or personalty, to secure payment of the Indebtedness, and Debtors are not relying upon assets in which the Bank may have a lien or security interest for payment of the Indebtedness.

2.5 Debtors will pay within the time that they can be paid without interest or penalty all taxes, assessments and similar charges which at any time are or may become a lien, charge, or encumbrance upon any Collateral, except to the extent contested in good faith and bonded in a manner satisfactory to Bank. If Debtors fail to pay any of these taxes, assessments, or other charges in the time provided above, Bank has the option (but not the obligation) to do so and Debtors agree to repay all amounts so expended by Bank within five (5) Business Days after demand by Bank, together with interest at the highest lawful default rate which could be charged by Bank on any Indebtedness.

2.6 Debtors will keep the Collateral in good condition and will protect it from loss, damage, or deterioration from any cause. Debtors have and will maintain at all times (a) with respect to the Collateral, insurance under an “all risk” policy against fire and other risks customarily insured against, and (b) public liability insurance and other insurance as may be required by law or reasonably required by Bank, all of which insurance shall be in amount, form and content, and written by companies as may be satisfactory to Bank, containing a lender’s loss payable endorsement acceptable to Bank. Debtors will deliver to Bank immediately upon demand evidence satisfactory to Bank that the required insurance has been procured. If Debtors fail to maintain satisfactory insurance, Bank has the option (but not the obligation) to do so and Debtors agree to repay all amounts so expended by Bank immediately upon demand, together with interest at the highest lawful default rate which could be charged by Bank on any Indebtedness.

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2.7 On each occasion on which Debtors evidence to Bank the account balances on and the nature and extent of the Accounts Receivable, Debtors shall be deemed to have warranted that except as otherwise indicated (a) each of those Accounts Receivable is valid and enforceable without performance by Debtors of any act; (b) each of those account balances are in fact owing, (c) there are no setoffs, recoupments, credits, contra accounts, counterclaims or defenses against any of those Accounts Receivable, (d) as to any Accounts Receivable represented by a note, trade acceptance, draft or other instrument or by any chattel paper or document, the same have been endorsed and/or delivered by Debtors to Bank, (e) Debtors have not received with respect to any Account Receivable, any notice of the death of the related account debtor, nor notice of the dissolution, liquidation, termination of existence, insolvency, business failure, appointment of a receiver for, assignment for the benefit of creditors by, or filing of a petition in bankruptcy by or against, the account debtor, and (f) as to each Account Receivable, except as may be expressly permitted by Bank to the contrary in another document, the account debtor is not an affiliate of any of the Debtors, the United States of America or any department, agency or instrumentality of it, or a citizen or resident of any jurisdiction outside of the United States. Debtors will do all acts and will execute all writings reasonably requested by Bank to perform, enforce performance of, and collect all Accounts Receivable. Debtors shall neither make nor permit any modification, compromise or substitution for any Account Receivable without the prior written consent of Bank. Bank may at any time following the occurrence of an Event of Default and from time to time during the continuance thereof, verify Accounts Receivable directly with account debtors or by other methods acceptable to Bank without notifying Debtors. Debtors agree, at Bank’s request, whether or not an Event of Default exists, to arrange or cooperate with Bank in arranging for verification of Accounts Receivable.

2.8 Debtors at all times shall be in material compliance with all applicable laws, including without limit any laws, ordinances, directives, orders, statutes, or regulations an object of which is to regulate or improve health, safety, or the environment (“Environmental Laws”).

2.9 If Bank, acting in its sole discretion, redelivers Collateral to Debtors or Debtors’ designee for the purpose of (a) the ultimate sale or exchange thereof; or (b) presentation, collection, renewal, or registration of transfer thereof; or (c) loading, unloading, storing, shipping, transshipping, manufacturing, processing or otherwise dealing with it preliminary to sale or exchange; such redelivery shall be in trust for the benefit of Bank and shall not constitute a release of Bank’s security interest in it or in the proceeds or products of it unless Bank specifically so agrees in writing. If Debtors request any such redelivery, Debtors will deliver with such request a duly executed financing statement in form and substance satisfactory to Bank. Any proceeds of Collateral coming into Debtors’ possession as a result of any such redelivery shall be held in trust for Bank and immediately delivered to Bank for application on the Indebtedness. Bank may (in its sole discretion) deliver any or all of the Collateral to Debtors, and such delivery by Bank shall discharge Bank from all liability or responsibility for such Collateral. Bank, at its option, may require delivery of any Collateral to Bank at any time with such endorsements or assignments of the Collateral as Bank may request.

2.10 At any time following the occurrence of an Event of Default and during the continuance thereof, and without notice, Bank may, as to Collateral other than Equipment, Fixtures or Inventory; (a) cause any or all of such Collateral to be transferred to its name or to the name of its nominees; (b) receive or collect by legal proceedings or otherwise all dividends, interest, principal payments and other sums and all other distributions at any time payable or receivable on account of such Collateral, and hold the same as Collateral, or apply the same to the Indebtedness, the manner and distribution of the application to be in the sole discretion of Bank; (c) enter into any extension, subordination, reorganization, deposit, merger or consolidation agreement or any other agreement relating to or affecting such Collateral, and deposit or surrender control of such Collateral, and accept other property in exchange for such Collateral and hold or apply the property or money so received pursuant to this Agreement; and (d) take such actions in its own name or in Debtors’ name as Bank, in its sole discretion, deems necessary or appropriate to establish exclusive control (as defined in the Uniform Commercial Code) over any Collateral of such nature that perfection of the Bank’s security interest may be accomplished by control.

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2.11 Bank may assign any of the Indebtedness and deliver any or all of the Collateral to its assignee, who then shall have with respect to Collateral so delivered all the rights and powers of Bank under this Agreement, and after that Bank shall be fully discharged from all liability and responsibility with respect to Collateral so delivered.

2.12 Each of the Debtors deliver this Agreement based solely on Debtors’ independent investigation of (or decision not to investigate) the financial condition of Borrower and is not relying on any information furnished by Bank. Debtors assume full responsibility for obtaining any further information concerning the Borrower’s financial condition, the status of the Indebtedness or any other matter which the undersigned may deem necessary or appropriate now or later. Debtors waive any duty on the part of Bank, and agrees that Debtors are not relying upon nor expecting Bank to disclose to Debtors any fact now or later known by Bank, whether relating to the operations or condition of Borrower, the existence, liabilities or financial condition of any guarantor of the Indebtedness, the occurrence of any default with respect to the Indebtedness, or otherwise, notwithstanding any effect such fact may have upon Debtors’ risk or Debtors’ rights against Borrower. Debtors knowingly accept the full range of risk encompassed in this Agreement, which risk includes without limit the possibility that Borrower may incur Indebtedness to Bank after the financial condition of Borrower, or Borrower’s ability to pay debts as they mature, has deteriorated.

2.13 Each of the Debtors shall defend, indemnify and hold harmless Bank, its employees, agents, shareholders, affiliates, officers, and directors from and against any and all claims, damages, fines, expenses, liabilities or causes of action of whatever kind, including without limit consultant fees, legal expenses, and attorneys fees, suffered by any of them as a direct or indirect result of any actual or asserted violation of any law by Debtors or any of them, including, without limit, Environmental Laws, or of any remediation relating to any property required by any law, including without limit Environmental Laws, INCLUDING ANY CLAIMS, DAMAGES, FINES, EXPENSES, LIABILITIES OR CAUSES OF ACTION OF WHATEVER KIND RESULTING FROM BANK’S OWN NEGLIGENCE, except and to the extent (but only to the extent) caused by Bank’s gross negligence or willful misconduct.

3. Collection of Proceeds.

3.1 Each of the Debtors agree to collect and enforce payment of all Collateral until Bank shall direct Debtors to the contrary. Immediately upon notice to Debtors by Bank following the occurrence of an Event of Default, and at all times after that, Debtors agrees to fully and promptly cooperate and assist Bank in the collection and enforcement of all Collateral and to hold in trust for Bank all payments received in connection with Collateral and from the sale, lease or other disposition of any Collateral, all rights by way of suretyship or guaranty and all rights in the nature of a lien or security interest which Debtors now or later has regarding Collateral. Immediately upon and after such notice, Debtors agree to (a) endorse to Bank and immediately deliver to Bank all payments received on Collateral or from the sale, lease or other disposition of any Collateral or arising from any other rights or interests of Debtors in the Collateral, in the form received by Debtors without commingling with any other funds, and (b) immediately deliver to Bank all property in Debtors’ possession or later coming into Debtors’ possession through enforcement of Debtors’ rights or interests in the Collateral. Debtors irrevocably authorize Bank or any Bank employee or agent to (during the continuance of an Event of Default) endorse the name of Debtors, or any of them, upon any checks or other items which are received in payment for any Collateral, and to do any and all things necessary in order to reduce these items to money. Bank shall have no duty as to the collection or protection of Collateral or the proceeds of it, nor as to the preservation of any related rights, beyond the use of reasonable care in the custody and preservation of Collateral in the possession of Bank. Debtors agree to take all steps necessary to preserve rights against prior parties with respect to the Collateral. Nothing in this Section 3.1 shall be deemed a consent by Bank to any sale, lease or other disposition of any Collateral.

3.2 Each of the Debtors agree that immediately upon Bank’s request following the occurrence of an Event of Default, the Indebtedness shall be on a “remittance basis” in accordance with the following. In connection therewith, Debtors shall at their sole expense establish and maintain (and Bank, at Bank’s option may establish and maintain at Debtors’ expense):

(a) A United States Post Office lock box (the “Lock Box”), to which Bank shall have exclusive access and control. Debtors expressly authorize Bank, from time to time, to remove contents from the Lock Box, for disposition in

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accordance with this Agreement. Debtors agree to notify all account debtors and other parties obligated to Debtors, or any of them, that all payments made to Debtors, or any of them, (other than payments by electronic funds transfer) shall be remitted, for the credit of Debtors, to the Lock Box, and Debtors shall include a like statement on all invoices; and

(b) A non-interest bearing deposit account with Bank which shall be titled as designated by Bank (the “Cash Collateral Account”) to which Bank shall have exclusive access and control. Debtors agree to notify all account debtors and other parties obligated to Debtors, or any of them, that all payments made to Debtors, or any of them, by electronic funds transfer shall be remitted to the Cash Collateral Account, and Debtors, at Bank’s request, shall include a like statement on all invoices. Debtors shall execute all documents and authorizations as required by Bank to establish and maintain the Lock Box and the Cash Collateral Account.

3.3 All items or amounts which are remitted to the Lock Box, to the Cash Collateral Account, or otherwise delivered by or for the benefit of Debtors to Bank on account of partial or full payment of, or with respect to, any Collateral shall, at Bank’s option, (i) be applied to the payment of the Indebtedness, whether then due or not, in such order or at such time of application as Bank may determine in its sole discretion, or, (ii) be deposited to the Cash Collateral Account. Debtors agree that Bank shall not be liable for any loss or damage which Debtors may suffer as a result of Bank’s processing of items or its exercise of any other rights or remedies under this Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Debtors agree to indemnify and hold Bank harmless from and against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorneys fees and INCLUDING ANY CLAIMS, DAMAGES, FINES, EXPENSES, LIABILITIES OR CAUSES OF ACTION OF WHATEVER KIND RESULTING FROM BANK’S OWN NEGLIGENCE, except and to the extent (but only to the extent) caused by Bank’s gross negligence or willful misconduct.

4. Defaults, Enforcement and Application of Proceeds.

4.1 Upon the occurrence of any of the following events (each an “Event of Default”), each of the Debtors shall be in default under this Agreement:

(a) Any failure to pay the Indebtedness or any other indebtedness when due, or such portion of it as may be due, by acceleration or otherwise or any failure to pay any Indebtedness owing on a demand basis upon demand; or

(b) Any failure or neglect to comply with, or breach of or default under, any term of this Agreement, or any other agreement or commitment between Borrower, Debtors, or any of them, or any guarantor of any of the Indebtedness (“Guarantor”) and Bank; or

(c) Any warranty, representation, financial statement, or other information made, given or furnished to Bank by or on behalf of Borrower, Debtors, or any of them, or any Guarantor shall be, or shall prove to have been, materially false or materially misleading when made, given, or furnished; or

(d) Any loss, theft, substantial damage or destruction to or of any Collateral, or the issuance or filing of any attachment, levy, garnishment or the commencement of any proceeding in connection with any Collateral or of any other judicial process of, upon or in respect of any Collateral; or

(e) there is any revocation, termination or attempted revocation or termination of termination, or notice of termination, or breach of any guaranty, pledge, collateral assignment or subordination agreement relating to all or any part of the Indebtedness; or

(f) Sale or other disposition by Borrower, Debtors, or any of them, or any Guarantor of any substantial portion of its assets or property or voluntary suspension of the transaction of business by Borrower or Debtors, or any of them, or any Guarantor, or death, dissolution, termination of existence, merger, consolidation, insolvency, business failure, or

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assignment for the benefit of creditors of or by Borrower or Debtors, or any of them, or any Guarantor; or commencement of any proceedings under any state or federal bankruptcy or insolvency laws or laws for the relief of debtors by or against Borrower, Debtors, or any of them (and if such proceeding is involuntary, continuance thereof for 30 days), or any Guarantor; or the appointment of a receiver, trustee, court appointee, sequestrator or otherwise, for all or any part of the property of Borrower, Debtors, or any of them, or any Guarantor;

(g) if there is any failure by Borrowers or Debtors, or any of them, or any guarantor to pay, when due, any of its indebtedness (other than to the Bank) or in the observance or performance of any term, covenant or condition in any document evidencing, securing or relating to such indebtedness;

(h) Bank deems the margin of Collateral insufficient or itself insecure, in good faith believing that the prospect of payment of the Indebtedness or performance of this Agreement is impaired or shall fear deterioration, removal, or waste of Collateral; or

(i) An event of default shall occur under any instrument, agreement or other document evidencing, securing or otherwise relating to any of the Indebtedness; or

(j) Any judgment(s) for the payment of money in excess of $50,000 in the aggregate shall be rendered against any of the Borrower or Debtors, or any of them, or any guarantor and such judgment(s) shall remain unpaid, unvacated, unbonded or unstayed by appeal or otherwise for a period of thirty (30) consecutive days from the date of its entry and such judgment(s) is (are) not covered by insurance from a solvent insurer who is defending such action without reservation of rights; or

(k) if Dreams shall fail, for any reason whatsoever, to own and control, directly or indirectly, 100% of the equity interests in any of the other Debtors (other than Las Vegas); or if Dreams shall fail, for any reason whatsoever, to own and control, directly or indirectly, at least 75% of the equity interest in 365 Las Vegas, L.P.; or

(l) the occurrence of any “reportable event”, as defined in ERISA, which (i) is determined to constitute grounds for (A) termination by the PBGC of any pension plan of any Debtor or (B) the appointment by the appropriate United States District Court of a trustee to administer such plan and (ii) is reasonably likely to result in a Material Adverse Effect (as defined in the Letter Agreement), and (iii) such reportable event is not corrected and such determination is not revoked within thirty (30) days after (A) notice thereof has been given to the plan administrator or any Debtor; or (B) the institution of proceedings by the PBGC to terminate any such pension plan or to appoint a trustee to administer such plan; or (C) the appointment of a trustee by the appropriate United States District Court to administer any such pension plan.

4.2 Upon the occurrence and during the continuance of any Event of Default (taking into account applicable periods of notice and cure, if any), Bank may at its discretion and without prior notice to each of the Debtors declare any or all of the Indebtedness to be immediately due and payable, and shall have and may exercise any right or remedy available to it including, without limitation, any one or more of the following rights and remedies:

(a) Exercise all the rights and remedies upon default, in foreclosure and otherwise, available to secured parties under the provisions of the Uniform Commercial Code and other applicable law;

(b) Institute legal proceedings to foreclose upon the lien and security interest granted by this Agreement, to recover judgment for all amounts then due and owing as Indebtedness, and to collect the same out of any Collateral or the proceeds of any sale of it;

(c) Institute legal proceedings for the sale, under the judgment or decree of any court of competent jurisdiction, of any or all Collateral; and/or

(d) Personally or by agents, attorneys, or appointment of a receiver, enter upon any premises where Collateral may then be located, and take possession of all or any of it and/or render it unusable; and without being responsible for loss or

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damage to such Collateral, hold, operate, sell, lease, or dispose of all or any Collateral at one or more public or private sales, leasings or other dispositions, at places and times and on terms and conditions as Bank may deem fit, without any previous demand or advertisement; and except as provided in this Agreement, all notice of sale, lease or other disposition, and advertisement, and other notice or demand, any right or equity of redemption, and any obligation of a prospective purchaser or lessee to inquire as to the power and authority of Bank to sell, lease, or otherwise dispose of the Collateral or as to the application by Bank of the proceeds of sale or otherwise, which would otherwise be required by, or available to Debtors under, applicable law are expressly waived by Debtors to the fullest extent permitted.

At any sale pursuant to this Section 4.2, whether under the power of sale, by virtue of judicial proceedings or otherwise, it shall not be necessary for Bank or a public officer under order of a court to have present physical or constructive possession of Collateral to be sold. The recitals contained in any conveyances and receipts made and given by Bank or the public officer to any purchaser at any sale made pursuant to this Agreement shall, to the extent permitted by applicable law, conclusively establish the truth and accuracy of the matters stated (including, without limit, as to the amounts of the principal of and interest on the Indebtedness, the accrual and nonpayment of it and advertisement and conduct of the sale); and all prerequisites to the sale shall be presumed to have been satisfied and performed. Upon any sale of any Collateral, the receipt of the officer making the sale under judicial proceedings or of Bank shall be sufficient discharge to the purchaser for the purchase money, and the purchaser shall not be obligated to see to the application of the money. Any sale of any Collateral under this Agreement shall be a perpetual bar against Debtors with respect to that Collateral. At any sale or other disposition of the Collateral pursuant to this Section 4.2, Bank disclaims all warranties which would otherwise be given under the Uniform Commercial Code, including without limit a disclaimer of any warranty relating to title, possession, quiet enjoyment or the like, and Bank may communicate these disclaimers to a purchaser at such disposition. This disclaimer of warranties will not render the sale commercially unreasonable.

4.3 Each of the Debtors shall at the request of Bank following the occurrence of an Event of Default, notify the account debtors or obligors of Bank’s security interest in the Collateral and direct payment of it to Bank. Bank may, itself, upon the occurrence of any Event of Default so notify and direct any account debtor or obligor. At the request of Bank, whether or not an Event of Default shall have occurred, each of the Debtors shall immediately take such actions as the Bank shall request to establish exclusive control (as defined in the Uniform Commercial Code) by Bank over any Collateral which is of such a nature that perfection of a security interest may be accomplished by control.

4.4 The proceeds of any sale or other disposition of Collateral authorized by this Agreement shall be applied by Bank first upon all expenses authorized by the Uniform Commercial Code and all reasonable attorneys fees and legal expenses incurred by Bank; the balance of the proceeds of the sale or other disposition shall be applied in the payment of the Indebtedness, first to interest, then to principal, then to remaining Indebtedness and the surplus, if any, shall be paid over to Debtors or to such other person(s) as may be entitled to it under applicable law. Debtors shall remain liable for any deficiency, which it shall pay to Bank immediately upon demand. Debtors agree that Bank shall be under no obligation to accept any noncash proceeds in connection with any sale or disposition of Collateral unless failure to do so would be commercially unreasonable. If Bank agrees in its sole discretion to accept noncash proceeds (unless the failure to do so would be commercially unreasonable), Bank may ascribe any commercially reasonable value to such proceeds. Without limiting the foregoing, Bank may apply any discount factor in determining the present value of proceeds to be received in the future or may elect to apply proceeds to be received in the future only as and when such proceeds are actually received in cash by Bank.

4.5 Nothing in this Agreement is intended, nor shall it be construed, to preclude Bank from pursuing any other remedy provided by law or in equity for the collection of the Indebtedness or for the recovery of any other sum to which Bank may be entitled for the breach of this Agreement by Debtors. Nothing in this Agreement shall reduce or release in any way any rights or security interests of Bank contained in any existing agreement between Borrower, Debtors, or any of them, or any Guarantor and Bank.

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4.6 No waiver of default or consent to any act by Debtors shall be effective unless in writing and signed by an authorized officer of Bank. No waiver of any default or forbearance on the part of Bank in enforcing any of its rights under this Agreement shall operate as a waiver of any other default or of the same default on a future occasion or of any rights.

4.7 Each of the Debtors (a) irrevocably appoints Bank or any agent of Bank (which appointment is coupled with an interest) the true and lawful attorney of Debtors (with full power of substitution) to act in the name, place and stead of, and at the expense of, Debtors and (b) authorizes Bank or any agent of Bank, in its own name, at Debtors’ expense, to do any of the following, as Bank, in its sole discretion, deems appropriate:

(i) during the occurrence of an Event of Default, to demand, receive, sue for, and give receipts or acquittances for any moneys due or to become due on any Collateral and to endorse any item representing any payment on or proceeds of the Collateral;

(ii) to execute and file in the name of and on behalf of Debtors all financing statements or other filings deemed necessary or desirable by Bank to evidence, perfect, or continue the security interests granted in this Agreement; and

(iii) during the occurrence of an Event of Default, to do and perform any act on behalf of Debtors permitted or required under this Agreement.

4.8 Upon the occurrence of an Event of Default, Debtors also agree, upon request of Bank, to assemble the Collateral and make it available to Bank at any place designated by Bank which is reasonably convenient to Bank and Debtors.

4.9 The following shall be the basis for any finder of fact’s determination of the value of any Collateral which is the subject matter of a disposition giving rise to a calculation of any surplus or deficiency under Section 9-615 (f) of the Uniform Commercial Code (as in effect on or after July 1, 2001): (a) the Collateral which is the subject matter of the disposition shall be valued in an “as is” condition as of the date of the disposition, without any assumption or expectation that such Collateral will be repaired or improved in any manner; (b) the valuation shall be based upon an assumption that the transferee of such Collateral desires a resale of the Collateral for cash promptly (but no later than 30 days) following the disposition; (c) all reasonable closing costs customarily borne by the seller in commercial sales transactions relating to property similar to such Collateral shall be deducted including, without limitation, brokerage commissions, tax prorations, attorneys’ fees, whether inside or outside counsel is used, and marketing costs; (d) the value of the Collateral which is the subject matter of the disposition shall be further discounted to account for any estimated holding costs associated with maintaining such Collateral pending sale (to the extent not accounted for in (c) above), and other maintenance, operational and ownership expenses; and (e) any expert opinion testimony given or considered in connection with a determination of the value of such Collateral must be given by persons having at least 5 years experience in appraising property similar to the Collateral and who have conducted and prepared a complete written appraisal of such Collateral taking into consideration the factors set forth above. The “value” of any such Collateral shall be a factor in determining the amount of proceeds which would have been realized in a disposition to a transferee other than a secured party, a person related to a secured party or a secondary obligor under Section 9-615(f) of the Uniform Commercial Code.

5. Miscellaneous.

5.1 Until Bank is advised in writing by Debtors to the contrary, all notices, requests and demands required under this Agreement or by law shall be given to, or made upon, Debtors at the following address:

Two S. University Drive, Suite 325
STREET ADDRESS
Plantation	Florida	33324
CITY	STATE	ZIP CODE	COUNTY

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5.2 Debtors will give Bank not less than 60 days prior written notice of all contemplated changes in Debtors’ name, location, chief executive office, principal place of business, and/or location of any Collateral, but the giving of this notice shall not cure any Event of Default caused by this change.

5.3 Bank assumes no duty of performance or other responsibility under any contracts contained within the Collateral.

5.4 Bank has the right to sell, assign, transfer, negotiate or grant participations or any interest in, any or all of the Indebtedness and any related obligations, including without limit this Agreement. In connection with the above, but without limiting its ability to make other disclosures to the full extent allowable, Bank may disclose all documents and information which Bank now or later has relating to Debtors, the Indebtedness or this Agreement, however obtained. Debtor further agrees that Bank may provide information relating to this Agreement or relating to Debtors or the Indebtedness to the Bank’s parent, affiliates, subsidiaries, and service providers.

5.5 In addition to Bank’s other rights, any indebtedness owing from Bank to Debtors can be set off and applied by Bank on any Indebtedness at any time(s) either before or after maturity or demand without notice to anyone. Any such action shall not constitute acceptance of collateral in discharge of any portion of the Indebtedness.

5.6 Each of the Debtors, to the extent not expressly prohibited by applicable law, waives any right to require the Bank to: (a) proceed against any person or property; (b) give notice of the terms, time and place of any public or private sale of personal property security held from Borrower or Debtors or any other person, or otherwise comply with the provisions of Section 9-504 of the Uniform Commercial Code in effect prior to July 1, 2001 or its successor provisions thereafter; or (c) pursue any other remedy in the Bank’s power. Debtors waive notice of acceptance of this Agreement and presentment, demand, protest, notice of protest, dishonor, notice of dishonor, notice of default, notice of intent to accelerate or demand payment of any Indebtedness, any and all other notices to which the undersigned might otherwise be entitled, and diligence in collecting any Indebtedness, and agree(s) that the Bank may, once or any number of times, modify the terms of any Indebtedness, compromise, extend, increase, accelerate, renew or forbear to enforce payment of any or all Indebtedness, or permit Borrower to incur additional Indebtedness, all without notice to Debtors and without affecting in any manner the unconditional obligation of Debtors under this Agreement. Debtors unconditionally and irrevocably waive each and every defense and setoff of any nature which, under principles of guaranty or otherwise, would operate to impair or diminish in any way the obligation of Debtors under this Agreement, and acknowledges that such waiver is by this reference incorporated into each security agreement, collateral assignment, pledge and/or other document from Debtors now or later securing the Indebtedness, and acknowledges that as of the date of this Agreement no such defense or setoff exists.

5.7 Debtors waive any and all rights (whether by subrogation, indemnity, reimbursement, or otherwise) to recover from Borrower any amounts paid or the value of any Collateral given by Debtors pursuant to this Agreement until such times as all of the Indebtedness has been fully paid.

5.8 In the event that applicable law shall obligate Bank to give prior notice to Debtors or any of them of any action to be taken under this Agreement, Debtors agree that a written notice given by Bank to Dreams, at least ten (10) days before the date of the act shall be reasonable notice of the act and, specifically, reasonable notification of the time and place of any public sale or of the time after which any private sale, lease, or other disposition is to be made, unless a shorter notice period is commercially reasonable under the circumstances. A notice shall be deemed to be given under this Agreement when delivered to Dreams three (3) Business Days after being placed in an envelope addressed to Dreams and deposited, with postage prepaid, in a post office or official depository under the exclusive care and custody of the United States Postal Service or upon receipt by Dreams if delivered to Dreams by overnight courier. The mailing shall be by overnight courier, certified, or first class mail.

5.9 Notwithstanding any prior revocation, termination, surrender, or discharge of this Agreement in whole or in part, the effectiveness of this Agreement shall automatically continue or be reinstated in the event that any payment received or credit given by Bank in respect of the Indebtedness is returned, disgorged, or rescinded under any applicable law,

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including, without limitation, bankruptcy or insolvency laws, in which case this Agreement, shall be enforceable against Debtors as if the returned, disgorged, or rescinded payment or credit had not been received or given by Bank, and whether or not Bank relied upon this payment or credit or changed its position as a consequence of it. In the event of continuation or reinstatement of this Agreement, Debtors agree upon demand by Bank to execute and deliver to Bank those documents which Bank determines are appropriate to further evidence (in the public records or otherwise) this continuation or reinstatement, although the failure of Debtors to do so shall not affect in any way the reinstatement or continuation.

5.10 This Agreement and all the rights and remedies of Bank under this Agreement shall inure to the benefit of Bank’s successors and assigns and to any other holder who derives from Bank title to or an interest in the Indebtedness or any portion of it, and shall bind Debtors and the heirs, legal representatives, successors, and assigns of Debtors. Nothing in this Section 5.10 is deemed a consent by Bank to any assignment by Debtors.

5.11 All undertakings, warranties and covenants made by Debtors and all rights, powers and authorities given to or conferred upon Bank are made or given jointly and severally.

5.12 Except as otherwise provided in this Agreement, all terms in this Agreement have the meanings assigned to them in Article 9 (or, absent definition in Article 9, in any other Article) of the Uniform Commercial Code, as those meanings may be amended, revised or replaced from time to time. “Uniform Commercial Code” means Act No. 174 of the Michigan Public Acts of 1962, as amended, revised or replaced from time to time, including without limit as amended by Act No. 348 of the Michigan Public Acts of 2000. Notwithstanding the foregoing, the parties intend that the terms used herein which are defined in the Uniform Commercial Code have, at all times, the broadest and most inclusive meanings possible. Accordingly, if the Uniform Commercial Code shall in the future be amended or held by a court to define any term used herein more broadly or inclusively than the Uniform Commercial Code in effect on the date of this Agreement, then such term, as used herein, shall be given such broadened meaning. If the Uniform Commercial Code shall in the future be amended or held by a court to define any term used herein more narrowly, or less inclusively, than the Uniform Commercial Code in effect on the date of this Agreement, such amendment or holding shall be disregarded in defining terms used in this Agreement.

5.13 No single or partial exercise, or delay in the exercise, of any right or power under this Agreement, shall preclude other or further exercise of the rights and powers under this Agreement. The unenforceability of any provision of this Agreement shall not affect the enforceability of the remainder of this Agreement. This Agreement constitutes the entire agreement of Debtors and Bank with respect to the subject matter of this Agreement. No amendment or modification of this Agreement shall be effective unless the same shall be in writing and signed by Debtors and an authorized officer of Bank. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF MICHIGAN, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.

5.14 To the extent that any of the Indebtedness is payable upon demand, nothing contained in this Agreement shall modify the terms and conditions of that Indebtedness nor shall anything contained in this Agreement prevent Bank from making demand, without notice and with or without reason, for immediate payment of any or all of that Indebtedness at any time(s), whether or not an Event of Default has occurred.

5.15 Debtors represents and warrants that Debtors’ exact names are the names set forth in this Agreement. Debtors further represent and warrant the following and agrees that Debtors are, and at all times shall be, located in the following place:

¨ Debtor is an individual, and Debtor is located (as determined pursuant to the Uniform Commercial Code) at Debtor’s principal residence which is (street address, state and county or parish):                                                      .

x Debtors are a registered organization which is organized under the laws of one of the states comprising the United States (e.g. corporation, limited partnership, registered limited liability partnership or limited liability company), and Debtor is located (as determined pursuant to the Uniform Commercial Code) in the states under the laws of which they were organized, which are the states of Utah, California, Florida, Delaware and Nevada.

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¨ Debtor is a domestic organization which is not a registered organization under the laws of the United States or any state thereof (e.g. general partnership, joint venture, trust, estate or association), and Debtor is located (as determined pursuant to the Uniform Commercial Code) at its sole place of business or, if it has more than one place of business, at its chief executive office, which is (street address, state and county or parish):                                    .

¨ Debtor is a registered organization organized under the laws of the United States, and Debtor is located in the state that United States law designates as its location or, if United States law authorizes the Debtor to designate the state for its location, the state designated by Debtor, or if neither of the foregoing are applicable, at the District of Columbia. Based on the foregoing, Debtor is located (as determined pursuant to the Uniform Commercial Code) at (state):                             .

¨ Debtor is a foreign individual or foreign organization or a branch or agency of a bank that is not organized under the laws of the United States or a state thereof. Debtor is located (as determined pursuant to the Uniform Commercial Code) at (street address, state and county or parish):                                 .

The Collateral is located at and shall be maintained at the following location(s):

See Schedule 5.15

Collateral shall be maintained only at the locations identified in this Section 5.15.

5.16 A carbon, photographic or other reproduction of this Agreement shall be sufficient as a financing statement under the Uniform Commercial Code and may be filed by Bank in any filing office.

5.17 This Agreement shall be terminated only by the filing of a termination statement in accordance with the applicable provisions of the Uniform Commercial Code, but the obligations contained in Section 2.13 of this Agreement shall survive termination.

5.18 Debtor agrees to reimburse the Bank within five (5) Business Days after demand by Bank for any and all costs and expenses (including, without limit, court costs, legal expenses and reasonable attorneys fees, whether inside or outside counsel is used, whether or not suit is instituted and, if suit is instituted, whether at the trial court level, appellate level, in a bankruptcy, probate or administrative proceeding or otherwise) incurred in enforcing or attempting to enforce this Agreement or in exercising or attempting to exercise any right or remedy under this Agreement or incurred in any other matter or proceeding relating to this Security Agreement.

6. DEBTOR AND BANK ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED. EACH PARTY, AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION REGARDING THE PERFORMANCE OR ENFORCEMENT OF, OR IN ANY WAY RELATED TO, THIS AGREEMENT OR THE INDEBTEDNESS.

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7. Special Provisions Applicable to this Agreement. None.

Debtors:

DREAMS, INC., on its own behalf and as Authorized Agent for and on behalf of all other Debtors:

DREAMS FRANCHISE CORPORATION,

DREAMS ENTERTAINMENT, INC.

DREAMS PRODUCTS, INC.

DREAMS RETAIL CORPORATION

DREAMS/PRO SPORTS, INC.

FANSEDGE CORPORATION

THE GREENE ORGANIZATION, INC.

THE SPORTS COLLECTIBLES & AUCTION COMPANY, INC.

DREAMS UNIQUE, INC.

STARSLIVE365, LLC

365 LAS VEGAS, L.P.

By:

Its:

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