Case 2:15-cr-00590-FFM Document 38 Filed 07/19/16 Page 1 of 16 Page ID #:114 1 EILEEN M. DECKER United States Attorney 2 LAWRENCE S. MIDDLETON Assistant United States Attorney 3 Chief, Criminal Division AMANDA M. BETTINELLI (Cal. Bar No. 233927) 4 Assistant United States Attorney Environmental and Community Safety Crimes Section 5 1300 United States Courthouse 312 North Spring Street 6 Los Angeles, California 90012 Telephone: (213) 894-0470 7 Facsimile: (213) 894-6436 E-mail: Amanda.Bettinelli@usdoj.gov 8 Attorneys for Plaintiff 9 UNITED STATES OF AMERICA 10 UNITED STATES DISTRICT COURT 11 FOR THE CENTRAL DISTRICT OF CALIFORNIA 12 UNITED STATES OF AMERICA, 13 Plaintiff, 14 v. No. CR 15-590-FFM PLEA AGREEMENT FOR DEFENDANT HOLLYWOOD TOYS & COSTUMES, INC. 15 HOLLYWOOD TOYS & COSTUMES, INC. a California corporation, 16 Defendant. 17 18 19 1. This constitutes the plea agreement between HOLLYWOOD TOYS 20 & COSTUMES, INC.," ("defendant") and the United States Attorney's 21 Office for the Central District of California ("the USAO") in the 22 above-captioned case. This agreement is limited to the USAO and 23 cannot bind any other federal, state, local, or foreign prosecuting, 24 enforcement, administrative, or regulatory authorities. 25 RULE ll(c) (1) (C) AGREEMENT 26 2. Defendant understands that this agreement is entered into 27 pursuant to Federal Rule of Criminal Procedure ll(c) (1) (C). 28 Accordingly, defendant understands that, if the Court determines that
Case 2:15-cr-00590-FFM Document 38 Filed 07/19/16 Page 2 of 16 Page ID #:115 1 it will not accept this agreement, absent a breach of this agreement 2 by defendant prior to that determination and whether or not defendant 3 elects to withdraw any guilty plea entered pursuant to this 4 agreement, this agreement will, with the exception of paragraph 20 5 below, be rendered null and void and both defendant and the USAO will 6 be relieved of their obligations under this agreement. Defendant 7 agrees, however, that if defendant breaches this agreement prior to 8 the Court's determination whether or not to accept this agreement, 9 the breach provisions of this agreement, paragraphs 22 and 23 below, 10 will control, with the result that defendant will not be able to 11 withdraw any guilty plea entered pursuant to this agreement, the USAO 12 will be relieved of all of its obligations under this agreement, and 13 the Court's failure to follow any recommendation or request regarding 14 sentence set forth in this agreement will not provide a basis for 15 defendant to withdraw defendant's guilty plea. 16 DEFENDANT'S OBLIGATIONS 17 3. Defendant agrees to: 18 a. At the earliest opportunity requested by the USAO and 19 provided by the Court, appear and plead guilty to the single-count 20 information in United States v. Hollywood Toys & Costumes, Inc., CR 21 No. CR15-0590-FFM, which charges defendant with Misbranding of a 22 Device While Held for Sale After Shipment in Interstate Commerce in 23 violation of 21 U.S.C. 331(k), 333(a) (1), 352(f) (1), and Aiding 24 and Abetting in violation of 18 U.S.C. 2(a). 25 b. Not contest facts agreed to in this agreement. 26 c. Abide by all agreements regarding sentencing contained 27 in this agreement and affirmatively recommend to the court that it 28 impose sentence in accordance with paragraph 13 of this agreement. 2
Case 2:15-cr-00590-FFM Document 38 Filed 07/19/16 Page 3 of 16 Page ID #:116 1 2 3 4 5 d. Appear for all court appearances, surrender as ordered for service of sentence, obey all conditions of any bond, and obey any other ongoing court order in this matter. e. Not commit any crime; however, offenses that would be excluded for sentencing purposes under United States Sentencing 6 Guidelines ("U.S.S.G." or "Sentencing Guidelines") 4Al.2(c) are not 7 8 within the scope of this agreement. f. Be truthful at all times with Pretrial Services, the 9 United States Probation Office, and the Court. 10 g. Pay the applicable special assessment at or before the 11 time of sentencing unless defendant lacks the ability to pay and 12 prior to sentencing submits a completed financial statement on a form 13 to be provided by the USAO. 14 h. Defendant further agrees to execute the California 15 Department of Public Health and Food and Drug Administration 16 voluntary abandonment and destruction forms for any contact lenses 17 seized during the investigation of the business location on or about 18 September 16, 2015. 19 i. Recommend to the Court that it be ordered jointly and 20 severally responsible, along with co-defendant Rezvan Moazzez, for 21 the payment of $2,850.00 as restitution to the California Department 22 of Consumer Affairs for the costs of investigation in this matter. 23 j. Recommend to the Court that it be ordered jointly and 24 severally responsible, along with co-defendant Rezvan Moazzez, for 25 the payment of a fine of $5,000.00. 26 THE USAO'S OBLIGATIONS 27 28 4. The USAO agrees to: a. Not contest facts agreed to in this agreement. 3
Case 2:15-cr-00590-FFM Document 38 Filed 07/19/16 Page 4 of 16 Page ID #:117 1 b. Abide by all agreements regarding sentencing contained 2 in this agreement and affirmatively recommend to the court that it 3 impose sentence in accordance with paragraph 13 of this agreement. 4 CORPORATION AUTHORIZATION 5 5. Defendant represents that it is authorized to enter into 6 this Agreement. On or before the date of entry of this Agreement, 7 the defendant shall provide the USAO and the Court a notarized legal 8 document certifying that the defendant is authorized to enter into 9 and comply with all of the provisions of this Agreement. Such 10 corporate resolution shall designate a corporate representative 11 authorized to take these actions, and that all corporate formalities 12 for such authorizations have been observed. 13 ORGANIZATIONAL CHANGES AND APPLICABILITY 14 6. This Agreement shall bind defendant, its successor 15 corporation, if any, and any other person or entity that assumes the 16 liabilities contained herein ("successor-in-interest"). Defendant or 17 its successors-in-interest, if applicable, shall provide the USAO and 18 the United States Probation Office for the Central District of 19 California with immediate notice of any name change, business 20 reorganization, sale or purchase of assets, divestiture of assets, or 21 similar action impacting their ability to pay the fine or affecting 22 this Agreement. No change in name, change in corporate or individual 23 control, business reorganization, change in ownership, merger, change 24 of legal status, sale or purchase of assets, or similar action shall 25 alter defendant's responsibilities under this Agreement. Defendant 26 shall not engage in any action to seek to avoid the obligations and 27 conditions set forth in this Agreement. 28 4
Case 2:15-cr-00590-FFM Document 38 Filed 07/19/16 Page 5 of 16 Page ID #:118 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESPONDEAT SUPERIOR 7. The parties stipulate and agree that under well-established principles of corporate liability and respondeat superior, as these principles apply in this case, defendant is liable for the actions of its agent and employees. New York Central and Hudson River R.R. v. United States, 212 U.S. 481, 495 (1909); United States v. Beusch, 596 F. 2d 871, 877-878 (9th Cir. 1979); United States v. Hilton Hotels Corporation, 467 F.2d 1000, 1004-1007 (9th Cir. 1972). NATURE OF THE OFFENSE 8. Defendant understands that for defendant to be guilty of the crime charged in the single-count information, that is, Misbranding of a Device While Held for Sale After Shipment in Interstate Commerce, in violation of Title 21, United States Code, Section 331 (k), 333 (a) (1), and 352 (f) (1), the following must be true: (1) defendant did hold prescription contact lenses for sale after shipment in interstate commerce; and (2) defendant sold such prescription contact lenses without a prescription, thereby causing the contact lenses to be misbranded while held for sale after shipment in interstate commerce. PENALTIES 9. Defendant understands that the statutory maximum sentence that the Court can impose for Misbranding of a Device While Held for Sale After Shipment in Interstate Commerce, in violation of Title 21, United States Code, Sections 331 (k), 333 (a) (1), 352 (f) (1), and Title 18, United States Code, Section 2(a) is a five-year period of probation, a fine of $200,000 or twice the gross gain or gross loss resulting from the offense, whichever is greatest; and a mandatory special assessment of $125. 5
Case 2:15-cr-00590-FFM Document 38 Filed 07/19/16 Page 6 of 16 Page ID #:119 1 2 10. SUSPENSION/REVOCATION/DEBARMENT Defendant understanding that if defendant holds any 3 regulatory license or permit, the conviction in this case may result 4 in the suspension or revocation of such license and/or permit. By 5 this Agreement, the USAO makes no representation or promise 6 concerning suspension or debarment of defendant from contracting with 7 the United States or with any office, agency, or department thereof. 8 Suspension and debarment of organizations convicted under various 9 federal environmental protection and criminal statutes is a 10 discretionary administrative action solely within the authority of 11 the federal contracting agencies. 12 13 FACTUAL BASIS 11. Defendant admits that defendant is, in fact, guilty of the 14 offense to which defendant is agreeing to plead guilty. Defendant 15 and the USAO agree to the statement of facts provided below and agree 16 that this statement of facts is sufficient to support a plea of 17 guilty to the charge described in this agreement and to support the 18 parties' Sentencing Agreement set forth in paragraph 13 below but is 19 not meant to be a complete recitation of all facts relevant to the 20 underlying criminal conduct or all facts known to either party that 21 relate to that conduct. 22 Beginning on a date unknown and continuing through on or about 23 September 16, 2015, defendant, a California Corporation, operated a 24 business with a retail location at 6600 Hollywood Boulevard in Los 25 Angeles, California. 26 On or about September 16, 2015, an investigator from the 27 California Department of Consumer Affairs, Health Quality 28 Investigation Unit, Operation Safe Medicine, made an undercover 6
Case 2:15-cr-00590-FFM Document 38 Filed 07/19/16 Page 7 of 16 Page ID #:120 1 purchase of one pair of misbranded contact lenses. The investigator 2 was not asked to present a prescription when purchasing the contact 3 lenses. The contact lenses were manufactured in Korea. The contact 4 lenses purchased by the investigator were labeled with "Rx Only" on 5 the outer packaging. 6 At all relevant times, defendant knew that the prescription 7 contact lenses that it held for sale were being sold without a. 8 prescription and defendant knew there was no licensed pharmacist, 9 optometrist, or registered dispensing optician employed at Hollywood 10 Costumes & Toys, Inc. to dispense the prescription contact lenses. 11 Contact lenses that are sold without a prescription are not properly 12 fitted to the consumer's eyes and may thereby result in corneal 13 abrasion, infection, and blindness. 14 APPLICABILITY OF THE SENTENCING GUIDELINES 15 12. Defendant and the USAO agree and stipulate that, pursuant 16 to United States Sentencing Guidelines ("U.S.S.G.") 8C2.1 and 17 8C2.10, the sentencing guidelines are not applicable in determining 18 the fine for an organization violating statutes relating to food, 19 drugs, agricultural products, and consumer products, including 20 violations of the federal Food, Drug, and Cosmetic Act, but that all 21 other sections of Chapter 8 of the U.S.S.G. are applicable in this 22 case, including the provisions regarding probation and community 23 service. Defendant understands that the Court is required to 24 consider the factors set forth in 18 U.S.C. 3553(a) (1)-(7), 25 including the kinds of sentence and sentencing range established 26 under the Sentencing Guidelines. 27 28 7
Case 2:15-cr-00590-FFM Document 38 Filed 07/19/16 Page 8 of 16 Page ID #:121 1 SENTENCING AGREEMENT 2 13. Pursuant to Rule 11 (c) (1) (C) of the Federal Rules of 3 Criminal Procedure, the USAO and defendant agree that a total 4 monetary assessment (including the criminal fine and restitution 5 payment) of Seven Thousand and Five Hundred Dollars ($7,850.00) is 6 both reasonable and appropriate in this case. Pursuant to U.S.S.G. 7 8Dl.1. and 8Dl.2 and the factors set forth in 18 U.S.C. 3553(a), 8 including the nature and circumstances of the offense and the history 9 and characteristics of the defendant, the need for the sentence 10 imposed to reflect the seriousness of the offense, to promote respect 11 for the law, to provide just punishment for the offense, and to 12 afford adequate deterrence of criminal conduct, the parties agree 13 that defendant shall be sentenced as follows: 14 a. Restitution: Defendant shall pay restitution in the 15 amount of $2,850.00 on or before the date of the entry of judgment by 16 certified check (or equivalent) or wire to the California Department 17 of Consumer Affairs, Health Quality Investigation Unit, Operation 18 Safe Medicine in accordance with instructions to be provided by the 19 USAO. Defendant will be jointly and severally responsible, along 20 with co-defendant Rezvan Moazzez, for the payment of the $2,850.00 21 restitution. 22 b. Criminal Fine: Defendant shall pay a criminal fine of 23 $5,000.00. The criminal fine shall be paid on or before the entry of 24 judgment by certified check (or equivalent) or wire transfer to the 25 Clerk of the District Court for the Central District of California in 26 accordance with instructions to be provided by the USAO. Defendant 27 will be jointly and severally responsible, along with co-defendant 28 Rezvan Moazzez, for the payment of the $5,000.00 fine. 8
Case 2:15-cr-00590-FFM Document 38 Filed 07/19/16 Page 9 of 16 Page ID #:122 1 c. Mandatory Special Assessment: Defendant agrees to pay 2 the mandatory special assessment of $125.00, pursuant to 18 U.S.C. 3 3013 (a) (1) (B) (iii), to the Clerk of the United States District 4 Court for the Central District of California on the date of 5 sentencing or soon thereafter as the Court is able to accept the 6 payment. 7 14. Pursuant to Federal Rule of Criminal Procedure 8 32 (c) (1) (A) (ii), the parties request that the Court waive the 9 preparation of a pre-sentence report in this matter. The parties 10 further request that the Court sentence defendant at the time its 11 guilty plea is entered pursuant to this Agreement. The Court's 12 decision to require a presentence report or to def er sentencing to a 13 later time will not serve as grounds to withdraw defendant's guilty. 14 15. In the event that the Court requires preparation of a pre- 15 sentence report and defers acceptance or rejection of.this Agreement 16 until it has reviewed the pre-sentence report pursuant to Federal 1 7 Rules of Criminal Procedure 11 ( c) ( 3) (A), both defendant and the USAO 18 are free to: (a) supplement the facts stipulated to in this 19 Agreement by supplying relevant information to the United States 20 Probation Office and the Court, and (b) correct any and all factual 21 misstatements relating to the calculation of the sentence. 22 WAIVER OF CONSTITUTIONAL RIGHTS 23 16. Defendant understands that by pleading guilty, defendant 24 gives up the following rights: 25 26 27 28 a. b. The right to persist in a plea of not guilty. The right to a speedy and public trial by jury. 9
Case 2:15-cr-00590-FFM Document 38 Filed 07/19/16 Page 10 of 16 Page ID #:123 1 c. The right to be represented by counsel at trial. 2 Defendant understands, however, that, defendant retains the right to 3 be represented by counsel at every other stage of the proceeding. 4 5 6 7 8 9 d. The right to be presumed innocent and to have the burden of proof placed on the government to prove defendant guilty beyond a reasonable doubt. e. The right to confront and cross-examine witnesses against defendant. f. The right to testify and to present evidence in 10 opposition to the charges, including the right to compel the 11 attendance of witnesses to testify. 12 g. Any and all rights to pursue any affirmative defenses, 13 Fourth Amendment, and other pretrial motions that have been filed or 14 could be filed. 15 WAIVER OF APPEAL OF CONVICTION 16 17. Defendant understands that, with the exception of an appeal 17 based on a claim that defendant's guilty plea were involuntary, by 18 pleading guilty defendant is waiving and giving up any right to 19 appeal defendant's conviction on the offense to which defendant is 20 pleading guilty. 21 LIMITED MUTUAL WAIVER OF APPEAL OF SENTENCE 22 18. Defendant agrees that, provided the Court imposes the 23 sentence specified in paragraph 13 above, defendant gives up the 24 right to appeal any portion of that sentence. 25 19. The USAO agrees that, provided the Court imposes the 26 sentence specified in paragraph 13 above, the USAO gives up its right 27 to appeal any portion of that sentence. 28 10
Case 2:15-cr-00590-FFM Document 38 Filed 07/19/16 Page 11 of 16 Page ID #:124 1 2 RESULT OF WITHDRAWAL OF GUILTY PLEA 20. Defendant agrees that if, after entering a guilty plea 3 pursuant to this agreement, defendant seeks to withdraw and succeeds 4 in withdrawing defendant's guilty plea on any basis other than a 5 claim and finding that entry into this plea agreement was 6 involuntary, then the USAO will be relieved of all of its obligations 7 under this agreement, and (b) should the USAO choose to pursue any 8 charge or any civil, administrative, or regulatory action that was 9 either dismissed or not filed as a result of this agreement, then 10 (i) any applicable statute of limitations will be tolled between the 11 date of defendant's signing of this agreement and the filing 12 commencing any such action; and (ii) defendant waives and gives up 13 all defenses based on the statute of limitations, any claim of pre- 14 indictment delay, or any speedy trial claim with respect to any such 15 action, except to the extent that such defenses existed as of the 16 date of defendant's signing this agreement. 17 EFFECTIVE DATE OF AGREEMENT 18 21. This agreement is effective upon signature and execution of 19 all required certifications by defendant, defendant's counsel, and an 20 Assistant United States Attorney. 21 BREACH OF AGREEMENT 22 22. Defendant agrees that if defendant, at any time after the 23 signature of this agreement and execution of all required 24 certifications by defendant, defendant's counsel, and an Assistant 25 United States Attorney, knowingly violates or fails to perform any of 26 defendant's obligations under this agreement (~a breach"), the USAO 27 may declare this agreement breached. All of defendant's obligations 28 are material, a single breach of this agreement is sufficient for the 11
Case 2:15-cr-00590-FFM Document 38 Filed 07/19/16 Page 12 of 16 Page ID #:125 1 USAO to declare a breach, and defendant shall not be deemed to have 2 cured a breach without the express agreement of the USAO in writing. 3 If the USAO declares this agreement breached, and the Court finds 4 such a breach to have occurred, then: (a) if defendant has previously 5 entered a guilty plea pursuant to this agreement, defendant will not 6 be able to withdraw the guilty plea, (b) the USAO will be relieved of 7 all its obligations under this agreement, and (c) the Court's failure 8 to follow any recommendation or request regarding sentence set forth 9 in this agreement will not provide a basis for defendant to withdraw 10 defendant's guilty plea. 11 23. Following the Court's finding of a knowing breach of this 12 agreement by defendant, should the USAO choose to pursue any charge 13 that was either dismissed or not filed as a result of this agreement, 14 then: 15 a. Defendant agrees that any applicable statute of 16 limitations is tolled between the date of defendant's signing of this 17 agreement and the filing commencing any such action. 18 b. Defendant waives and gives up all defenses based on 19 the statute of limitations, any claim of pre-indictment delay, or any 20 speedy trial claim with respect to any such action, except to the 21 extent that such defenses existed as of the date of defendant's 22 signing this agreement. 23 c. Defendant agrees that: (i) any statements made by 24 defendant, under oath, at the guilty plea hearing (if such a hearing 25 occurred prior to the breach); (ii) the agreed to factual basis 26 statement in this agreement; and (iii) any evidence derived from such 27 statements, shall be admissible against defendant in any such action 28 against defendant, and defendant waives and gives up any claim under 12
Case 2:15-cr-00590-FFM Document 38 Filed 07/19/16 Page 13 of 16 Page ID #:126 1 the United States Constitution, any statute, Rule 410 of the Federal 2 Rules of Evidence, Rule ll(f) of the Federal Rules of Criminal 3 Procedure, or any other federal rule, that the statements or any 4 evidence derived from the statements should be suppressed or are 5 inadmissible. 6 COURT AND PROBATION OFFICE NOT PARTIES 7 24. Defendant understands that the Court and the United States 8 Probation Office are not parties to this agreement and need not 9 accept any of the USAO's sentencing recommendations or the parties' 10 agreements to facts, sentencing factors, or sentencing. Defendant 11 understands that the Court will determine the facts, sentencing 12 factors, and other considerations relevant to sentencing and will 13 decide for itself whether to accept and agree to be bound by this 14 agreement. 15 25. Defendant understands that both defendant and the USAO are 16 free to: (a) supplement the facts by supplying relevant information 17 to the United States Probation Office and the Court, (b) correct any 18 and all factual misstatements relating to the Court's Sentencing 19 Guidelines calculations and determination of sentence, and (c) argue 20 on appeal and collateral review that the Court's Sentencing 21 Guidelines calculations and the sentence it chooses to impose are not 22 error, although each party agrees to maintain its view that the 23 calculations and sentence referenced in paragraph 13 are consistent 24 with the facts of this case. While this paragraph permits both the 25 USAO and defendant to submit full and complete factual information to 26 the United States Probation Office and the Court, even if that 27 factual information may be viewed as inconsistent with the facts 28 agreed to in this agreement, this paragraph does not affect 13
Case 2:15-cr-00590-FFM Document 38 Filed 07/19/16 Page 14 of 16 Page ID #:127 1 defendant's and the USAO's obligations not to contest the facts 2 agreed to in this agreement. 3 NO ADDITIONAL AGREEMENTS 4 26. Defendant understands that, except as set forth herein, 5 there are no promises, understandings, or agreements between the USAO 6 and defendant or defendant's attorney, and that no additional 7 promise, understanding, or agreement may be entered into u11less in a 8 writing signed by all parties or on the record in court. 9 PLEA AGREEMENT PART OF THE GUILTY l?i.,ea HEARING 10 27. The parties agree that this agreement will be considered 11 part of the record of defendant's guilty plea hear.lng as if t:he 12 entire agreement had been read into the record of the proceeding. 13 AGREED AND ACCEPTED 14 UNITED STATES ATTORNEY'S OFFICE FOR THE CENTRAL DISTRICT OF 15 CALIF RNIA 16 17 18 19 20 21 22 24 25 M. DECKER tates ~t~r:.ejj A/ lfj/j.i/ejl.fr BETTINELLI United S tes Attorney ' --~ Aut orized Representative of' HOLLYWOOD TOYS & COSTUMES, INC. ~e)wq Date Dal.e 26 CERTIFICATION OF DEFENDANT 27 I have read this agreement in its ent.iret:y. l have had enough 28 time to review and consider this agreement, and I have carefully a:1d 14
Case 2:15-cr-00590-FFM Document 38 Filed 07/19/16 Page 15 of 16 Page ID #:128 1 thoroughly discussed every part of it with my attorney. I understand 2 the terms of this agreement, and I voluntarily agree Lo those term~. 3 I have discussed the evidence with my attorney, and my attorney has 4 advised me of my rights, of possible pretrial motions that might be 5 filed, of possible defenses that might be asserted either prior to or 6 at trial, of the sentencing factors set forth in 18 u.s.c. 3553(a), 7 of relevant Sentencing Guidelines provisions, and of the consequences 8 of entering into this agreement. No promises, inducements, or 9 representations of any kind have been made to me other than those 10 contained in this agreement. No one has threatened or forced me in 11 any way to enter into this agreement. I am satisfied with the 12 representation of my attorney in this matter, and I am pleading 13 guilty because I am guilty of the charges and wish to take advantage 14 of the promises set forth in this agr~ement, and not for any other 15 16 17 Aut:fu:ii"Ized Representative of HOLLYWOOD TOYS & COSTUMES, INC. 18 Defendant Date 19 20 21 22 23 24 25 26 27 28 CERTIFICATION OF DEFENDANT'S ATTORNEY I am HOLLYWOOD TOYS & COSTUMES, INC.'s attorney. I have carefully and thoroughly discussed every part of this agreement with the author.ized n~presentative of defendant. Furt:her, 1 have fully advised the authorized representative of defendant's rights, of possible pretrial motions that might be filed, of possible defenses that might be asserted either prior to or at trial, and of the consequences of entering into this agreement. To my knowledge: nc 15
Case 2:15-cr-00590-FFM Document 38 Filed 07/19/16 Page 16 of 16 Page ID #:129 1 promises, inducements, or representations of any kind have been made 2 to the defendant and its authorized representative other than those 3 contained in this agreement; no one has threatened or forced the 4 defendant and its authorized representative in any way to enter into 5 this agreement; the defendant's and its authorized representative's 6 decision to enter into this agreement is an informed and voluntary 7 one; and the factual basis set forth in this agreement is sufficient 8 to support the defendant's and its authorized representative's entry 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 of a guilty plea pursuant to this MANpi~R~' ~~ Attorney for Defendant Hollywood Toys & Costumes, Inc. agreement. 16