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                                   EXHIBIT 4.1


                           TOYMAX INTERNATIONAL, INC.

                   AMENDED AND RESTATED 1997 STOCK OPTION PLAN

1.    PURPOSE

            The purpose of this plan (the "Plan") is to secure for Toymax
International, Inc. (the "Company") and its stockholders the benefits arising
from capital stock ownership by employees, officers and directors of the Company
and its subsidiary corporations who are expected to contribute to the Company's
future growth and success. The Plan is also designed to attract and retain other
persons who will provide services to the Company. Those provisions of the Plan
which make express reference to Section 422 of the Internal Revenue Code of
1986, as amended or replaced from time to time (the "Code"), shall apply only to
Incentive Stock Options (as that term is defined in the Plan). The initial Plan
was adopted by the Board of Directors (the "Board") of the Company on October
17, 1997, and was approved by the stockholders of the Company on October 17,
1997. The first amendment to the Plan was approved by the Board on May 7, 1999,
and was approved by the stockholders of the Company on August 7, 1999. This
Amended and Restated Plan was approved by the Board on June 20, 2000, and was
approved by the stockholders of the Company on August 16, 2000.

2.    TYPE OF OPTIONS AND ADMINISTRATION

            (a) TYPES OF OPTIONS. Options granted pursuant to the Plan shall be
authorized by action of the Board (or the committee appointed by the Board in
accordance with Section 2(b) below) and may be either incentive stock options
("Incentive Stock Options") intended to meet the requirements of Section 422 of
the Code or non-statutory options which are not intended to meet the
requirements of Section 422 of the Code ("Non-Qualified Options").

            (b) ADMINISTRATION. The Plan will be administered by the Board or by
a committee consisting of two or more directors each of whom shall be a
"non-employee director," within the meaning of Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any
successor rule ("Rule 16b-3"), and an "outside director," within the meaning of
Treasury Regulation Section 1.162-27(e)(3) promulgated under Section 162(m) of
the Code, (the "Committee") appointed by the Board, in each case whose
construction and interpretation of the terms and provisions of the Plan shall be
final and conclusive. If the Board determines to create a Committee to
administer the Plan, the delegation of powers to the Committee shall be
consistent with applicable laws or regulations (including, without limitation,
applicable state law and Rule 16b-3). The Board or Committee may in its sole
discretion grant options to purchase shares of the Company's Common Stock, $0.01
par value per share ("Common Stock"),


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and issue shares upon exercise of such options as provided in the Plan. The
Board or Committee shall have authority, subject to the express provisions of
the Plan, to construe the respective option agreements and the Plan; to
prescribe, amend and rescind rules and regulations relating to the Plan; to
determine the terms and provisions of the respective option agreements, which
need not be identical; and to make all other determinations in the judgment of
the Board or Committee necessary or desirable for the administration of the
Plan. The Board or Committee may correct any defect or supply any omission or
reconcile any inconsistency in the Plan or in any option agreement in the manner
and to the extent it shall deem expedient to carry the Plan into effect and it
shall be the sole and final judge of such expediency. No director or person
acting pursuant to authority delegated by the Board shall be liable for any
action or determination under the Plan made in good faith.

3.    ELIGIBILITY

            Options may be granted to persons who are, at the time of grant,
employees, officers or directors of the Company or any subsidiaries of the
Company as defined in Sections 424(e) and 424(f) of the Code, PROVIDED, that
Incentive Stock Options may only be granted to individuals who are employees
(within the meaning of Section 3401(c) of the Code) of the Company or any
subsidiaries of the Company. Options may also be granted to other persons,
provided that such options shall be Non-Qualified Options. A person who has been
granted an option may, if he or she is otherwise eligible, be granted additional
options if the Board or Committee shall so determine.

4.    STOCK SUBJECT TO PLAN

            The stock subject to options granted under the Plan shall be shares
of authorized but unissued or reacquired Common Stock. Subject to adjustment as
provided in Section 15 below, the maximum number of shares of Common Stock of
the Company which may be issued and sold under the Plan is 3,500,000. If an
option granted under the Plan shall expire, terminate or is cancelled for any
reason without having been exercised in full, the unpurchased shares subject to
such option shall again be available for subsequent option grants under the
Plan.

5.    FORMS OF OPTION AGREEMENTS

            As a condition to the grant of an option under the Plan, each
recipient of an option shall execute an option agreement in such form not
inconsistent with the Plan and as may be approved by the Board or the Committee.
The terms of such option agreements may differ among recipients.


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6.    PURCHASE PRICE

            (a) GENERAL. The purchase price per share of Common Stock issuable
upon the exercise of an option shall be determined by the Board or the Committee
at the time of grant of such option, PROVIDED, HOWEVER, that in the case of an
Incentive Stock Option, the exercise price shall not be less than 100% of the
Fair Market Value (as hereinafter defined) of such Common Stock at the time of
grant of such option, or less than 110% of such Fair Market Value in the case of
options described in Section 11(b) of the Plan. "Fair Market Value" of a share
of Common Stock of the Company as of a specified date for purposes of the Plan
shall mean the closing price of a share of the Common Stock on the principal
securities exchange (including but not limited to the Nasdaq Small Market or the
Nasdaq National Market) on which such shares are traded on the day immediately
preceding the date as of which Fair Market Value is being determined, or on the
next preceding date on which such shares are traded if no shares were traded on
such immediately preceding day, or if the shares are not traded on a securities
exchange, Fair Market Value shall be deemed to be the average of the high bid
and low asked prices of the shares in the over-the-counter market on the day
immediately preceding the date as of which Fair Market Value is being determined
or on the next preceding date on which such high bid and low asked prices were
recorded. If the shares are not publicly traded, Fair Market Value of a share of
Common Stock shall be determined in good faith by the Board. In no case shall
Fair Market Value be determined with regard to restrictions other than
restrictions which, by their terms, will never lapse.


            (b) PAYMENT OF PURCHASE PRICE. Options granted under the Plan may
provide for the payment of the exercise price by delivery of cash or a check to
the order of the Company in an amount equal to the exercise price of such
options, or by any other means which the Board determines are consistent with
the purpose of the Plan and with applicable laws and regulations (including,
without limitation, the provisions of Rule 16b-3).



7.    EXERCISE OPTION PERIOD

            Subject to earlier termination as provided in the Plan, each option
and all rights thereunder shall expire on such date as determined by the Board
or the Committee and set forth in the applicable option agreement, PROVIDED,
that such date shall not be later than ten (10) years after the date on which
the option is granted.



8.    EXERCISE OF OPTIONS

            Each option granted under the Plan shall be exercisable either in
full or in installments at such time or times and during such period as shall be
set forth in the option agreement evidencing such option, subject to the
provisions of the Plan. Subject to the requirements in the immediately preceding
sentence, if an option is not at the time of grant immediately

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exercisable, the Board may (i) in the agreement evidencing such option, provide
for the acceleration of the exercise date or dates of the subject option upon
the occurrence of specified events, and/or (ii) at any time prior to the
complete termination of an option, accelerate the exercise date or dates of such
option.

9.    NONTRANSFERABILITY OF OPTIONS

            No option granted under this Plan shall be assignable or otherwise
transferable by the optionee, except by will or by the laws of descent and
distribution. An option may be exercised during the lifetime of the optionee
only by the optionee.

10.   EFFECT OF TERMINATION OF EMPLOYMENT OR OTHER RELATIONSHIP

            Except as provided in Section 11(d) of the Plan with respect to
Incentive Stock Options and except as otherwise determined by the Board or
Committee at the date of grant of an option, and subject to the provisions of
the Plan, an optionee may exercise an option at any time within three (3) months
following the termination of the optionee's employment or other relationship
with the Company and its subsidiary corporations or within one (1) year if such
termination was due to the death or disability (within the meaning of Section
22(e)(3) of the Code or any successor provisions thereto) of the optionee (to
the extent such option is otherwise exercisable at the time of such termination)
but in no event later than the expiration date of the option. If the termination
of the optionee's employment is for cause or is otherwise attributable to a
breach by the optionee of an employment or confidentiality or non-disclosure
agreement, the option shall expire immediately upon such termination. The Board
shall have the power to determine, in its sole discretion, what constitutes a
termination for cause or a breach of an employment or confidentiality or
non-disclosure agreement, whether an optionee has been terminated for cause or
has breached such an agreement, and the date upon which such termination for
cause or breach occurs. Any such determinations shall be final and conclusive
and binding upon the optionee and all other persons interested or claiming
interests under the Plan.



11.   INCENTIVE STOCK OPTIONS

            Options granted under the Plan which are intended to be Incentive
Stock Options shall be subject to the following additional terms and conditions:


            (a) EXPRESS DESIGNATION. All Incentive Stock Options granted under
the Plan shall, at the time of grant, be specifically designated as such in the
option agreement covering such Incentive Stock Options.


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            (b) 10% SHAREHOLDER. If any employee to whom an Incentive Stock
Option is to be granted under the Plan is, at the time of the grant of such
option, the owner of stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company (after taking into account the
attribution of stock ownership rules of Section 424(d) of the Code), then the
following special provisions shall be applicable to the Incentive Stock Option
granted to such individual:


                (i)     the purchase price per share of the Common Stock
      subject to such Incentive Stock Option shall not be less than 110% of the
      Fair Market Value of one share of Common Stock at the time of grant; and

                (ii)    the option exercise period shall not exceed five (5)
      years from the date of grant.

            (c) DOLLAR LIMITATION. For so long as the Code shall so provide,
options granted to any employee under the Plan (and any other incentive stock
option plans of the Company) which are intended to constitute Incentive Stock
Options shall not constitute Incentive Stock Options to the extent that such
options, in the aggregate, become exercisable for the first time in any one
calendar year for shares of Common Stock with an aggregate Fair Market Value, as
of the respective date or dates of grant, of more than $100,000.


            (d) TERMINATION OF EMPLOYMENT, DEATH OR DISABILITY. No Incentive
Stock Option may be exercised unless, at the time of such exercise, the optionee
is, and has been continuously since the date of grant of his or her option,
employed by the Company, except that:


                (i)     an Incentive Stock Option may be exercised within the
      period of three (3) months after the date the optionee ceases to be an
      employee of the Company (or within such lesser period as may be specified
      in the applicable option agreement), to the extent it is otherwise
      exercisable at the time of such cessation,

                (ii)    if the optionee dies while in the employ of the
      Company, or within three (3) months after the optionee ceases to be such
      an employee, the Incentive Stock Option may be exercised by the person to
      whom it is transferred by will or the laws of descent and distribution
      within the period of one (1) year after the date of death (or within such
      lesser period as may be specified in the applicable option agreement), to
      the extent it is otherwise exercisable at the time of the optionee's
      death, and

                (iii)   if the optionee becomes disabled (within the meaning of
      Section 22(e)(3) of the Code or any successor provisions thereto) while in
      the employ of the Company, the Incentive Stock Option may be exercised
      within the period of one (1) year after the date the optionee ceases to be
      such an employee because of such disability (or within such lesser period
      as may be specified in the applicable option agreement), to the extent it
      is otherwise exercisable at the time of such cessation.


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For all purposes of the Plan and any option granted hereunder, "employment"
shall be defined in accordance with the provisions of Section 1.421-7(h) of the
Income Tax Regulations (or any successor regulations). Notwithstanding the
foregoing provisions, no Incentive Stock Option may be exercised after its
expiration date.

12.   ADDITIONAL PROVISIONS

            (a)   ADDITIONAL OPTION PROVISIONS. The Board or the Committee may,
in its sole discretion, include additional provisions in option agreements
covering options granted under the Plan, including without limitation,
restrictions on transfer, repurchase rights, rights of first refusal,
commitments to pay cash bonuses or to make, arrange for or guaranty loans or to
transfer other property to optionees upon exercise of options, or such other
provisions as shall be determined by the Board or the Committee, PROVIDED, that
such additional provisions shall not be inconsistent with the requirements of
applicable law and such additional provisions shall not cause any Incentive
Stock Option granted under the Plan to fail to qualify as an Incentive Stock
Option within the meaning of Section 422 of the Code.

            (b)   ACCELERATION, EXTENSION, ETC. The Board or the Committee may,
in its sole discretion (i) accelerate the date or dates on which all or any
particular option or options granted under the Plan may be exercised, or (ii)
extend the dates during which all, or any particular, option or options granted
under the Plan may be exercised, PROVIDED, HOWEVER, that no such acceleration or
extension shall be permitted if it would (i) cause any Incentive Stock Option
granted under the Plan to fail to qualify as an Incentive Stock Option within
the meaning of Section 422 of the Code, or (ii) cause the Plan or any option
granted under the Plan to fail to comply with Rule 16b-3 (if applicable to the
Plan or such option).


13.   GENERAL RESTRICTIONS

            (a)   INVESTMENT REPRESENTATIONS. The Company may require any person
to whom an option is granted, as a condition of exercising such option or award,
to give written assurances in substance and form satisfactory to the Company to
the effect that such person is acquiring the Common Stock subject to the option
or award for his or her own account for investment and not with any present
intention of selling or otherwise distributing the same, and to such other
effects as the Company deems necessary or appropriate in order to comply with
applicable federal and state securities laws, or with covenants or
representations made by the Company in connection with any public offering of
its Common Stock, including any "lock-up" or other restriction on
transferability.

            (b)   COMPLIANCE WITH SECURITIES LAW. Each option shall be subject
to the requirement that if, at any time, counsel to the Company shall determine
that the listing, registration or qualification of the shares subject to such
option or award upon any securities exchange or

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automated quotation system or under any state or federal law, or the consent or
approval of any governmental or regulatory body, or that the disclosure of
non-public information or the satisfaction of any other condition, is necessary
as a condition of, or in connection with the issuance or purchase of shares
thereunder, except to the extent expressly permitted by the Board, such option
or award may not be exercised, in whole or in part, unless such listing,
registration, qualification, consent or approval or satisfaction of such
condition shall have been effected or obtained on conditions acceptable to the
Board or the Committee. Nothing herein shall be deemed to require the Company to
apply for or to obtain such listing, registration, qualification, consent or
approval, or to satisfy such condition.


14.   RIGHTS AS A STOCKHOLDER

            The holder of an option shall have no rights as a stockholder with
respect to any shares covered by the option (including, without limitation, any
right to vote or to receive dividends or non-cash distributions with respect to
such shares) until the effective date of exercise of such option and then only
to the extent of the shares of Common Stock so purchased. No adjustment shall be
made for dividends or other rights for which the record date is prior to the
date of exercise.


15.   ADJUSTMENT PROVISIONS FOR RECAPITALIZATIONS,
      REORGANIZATIONS AND RELATED TRANSACTIONS

            (a) RECAPITALIZATIONS AND RELATED TRANSACTIONS. If, through or as a
result of any recapitalization, reclassification, stock dividend, stock split,
reverse stock split or other similar transaction (other than the initial public
offering of the Common Stock) (i) the outstanding shares of Common Stock are
increased, decreased or exchanged for a different number or kind of shares or
other securities of the Company, or (ii) additional shares or new or different
shares or other non-cash assets are distributed with respect to such shares of
Common Stock or other securities, an appropriate and proportionate adjustment
shall be made in (x) the maximum number and kind of shares reserved for issuance
under or otherwise referred to in the Plan, (y) the number and kind of shares or
other securities subject to any then-outstanding options under the Plan, and (z)
the price for each share subject to any then-outstanding options under the Plan,
without changing the aggregate purchase price as to which such options remain
exercisable. Notwithstanding the foregoing, no adjustment shall be made pursuant
to this Section 15 if such adjustment (A) would cause any Incentive Stock Option
granted under the Plan to fail to qualify as an Incentive Stock Option within
the meaning of Section 422 of the Code, (B) would cause the Plan or any option
granted under the Plan to fail to comply with Rule 16b-3 (if applicable to the
Plan or such option), or (C) would be considered as the adoption of a new plan
requiring stockholder approval.

            (b) REORGANIZATION, MERGER AND RELATED TRANSACTIONS. All outstanding
options under the Plan shall become fully exercisable for a period of sixty (60)
days following the occurrence of any Trigger Event (as defined below), whether
or not such options are then


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exercisable under the provisions of the applicable agreements relating thereto.
For purposes of the Plan, a "Trigger Event" is any one of the following events:

            (i)         the date the Company acquires knowledge that any person
      or group deemed a person under Section 13(d)-3 of the Exchange Act (other
      than the Company, any subsidiary of the Company, any employee benefit plan
      of the Company or of any subsidiary of the Company or any entity holding
      shares of Common Stock or other securities of the Company for or pursuant
      to the terms of any such plan or any individual or entity or group or
      affiliate thereof which acquired its beneficial ownership interest prior
      to the date the Plan was adopted by the Board), in a transaction or series
      of transactions, has become the beneficial owner, directly or indirectly
      (with beneficial ownership determined as provided in Rule 13d-3, or any
      successor rule, under the Exchange Act), of securities of the Company
      entitling the person or group to 30% or more of all votes (without
      consideration of the rights of any class of stock to elect directors by a
      separate class vote) to which all stockholders of the Company would be
      entitled in the election of the Board were an election held on such date;

            (ii)        the date, during any period of two (2) consecutive
      years, when individuals who at the beginning of such period constitute the
      Board cease for any reason to constitute at least a majority thereof,
      unless the election, or the nomination for election by the stockholders of
      the Company, of each new director was approved by a vote of at least a
      majority of the directors then still in office who were directors at the
      beginning of such period; and

            (iii)       the date of approval by the stockholders of the
      Company of an agreement (a "reorganization agreement") providing for:

                  (A)   The merger or consolidation of the Company with another
            corporation (x) where the stockholders of the Company, immediately
            prior to the merger or consolidation, do not beneficially own,
            immediately after the merger or consolidation, shares of the
            corporation issuing cash or securities in the merger or
            consolidation entitling such stockholders to 80% or more of all
            votes (without consideration of the rights of any class of stock to
            elect directors by a separate class vote) to which all stockholders
            of such corporation would be entitled in the election of directors,
            or (y) where the members of the Board, immediately prior to the
            merger or consolidation, do not, immediately after the merger or
            consolidation, constitute a majority of the Board of Directors of
            the corporation issuing cash or securities in the merger or
            consolidation, or

                  (B)   The sale or other disposition of all or substantially
            all the assets of the Company.


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Notwithstanding the foregoing, no event described in Section 15(b)(i), (ii) or
(iii) above shall constitute a Trigger Event if the occurrence of such event is
the result of the initial public offering of the Common Stock.

            (c) BOARD AUTHORITY TO MAKE ADJUSTMENTS. Any adjustments under this
Section 15 will be made by the Board or the Committee, whose determination as to
what adjustments, if any, will be made and the extent thereof will be final,
binding and conclusive. No fractional shares will be issued under the Plan on
account of any such adjustments.


16.   NO SPECIAL EMPLOYMENT RIGHTS

            Nothing contained in the Plan or in any option shall confer upon any
optionee any right with respect to the continuation of his or her employment or
other relationship with the Company or interfere in any way with the right of
the Company at any time to terminate such employment or relationship or to
increase or decrease the compensation of the optionee.


17.   AMENDMENT, MODIFICATION OR TERMINATION OF THE PLAN

            (a) The Board may at any time modify, amend or terminate the Plan,
PROVIDED that to the extent required by applicable law, any such modification,
amendment or termination shall be subject to the approval of the stockholders of
the Company.

            (b) The modification, amendment or termination of the Plan shall
not, without the consent of an optionee, affect his or her rights under an
option previously granted to him or her. With the consent of the optionee
affected, the Board or the Committee may amend or modify outstanding option
agreements in a manner not inconsistent with the Plan. Notwithstanding the
foregoing, the Board shall have the right, without the consent of the optionee
affected, to amend or modify (i) the terms and provisions of the Plan and of any
outstanding Incentive Stock Options granted under the Plan to the extent
necessary to qualify any or all such options for such favorable federal income
tax treatment (including deferral of taxation upon exercise) as may be afforded
incentive stock options under Section 422 of the Code, (ii) the terms and
provisions of the Plan and of any outstanding options to the extent necessary to
ensure the qualification of the Plan and such options under Rule 16b-3 (if
applicable to the Plan and such options), and (iii) the terms and provisions of
the Plan and any outstanding option to the extent that the Board determines
necessary to preserve the deduction of compensation paid to certain optionees
who are "covered employees," within the meaning of Treasury Regulation Section
1.162-27(c)(2), as a result of the grant or exercise of options under the Plan.


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18.   WITHHOLDING

            (a)   The Company shall have the right to deduct and withhold from
payments of any kind otherwise due to the optionee any federal, state or local
taxes of any kind required by law to be so deducted and withheld with respect to
any shares issued upon exercise of options under the Plan. Subject to the prior
approval of the Company, which may be withheld by the Company in its sole
discretion, the optionee may elect to satisfy such obligations, in whole or in
part by (i) causing the Company to withhold shares of Common Stock otherwise
issuable pursuant to the exercise of an option, (ii) delivering to the Company
shares of Common Stock already owned by the optionee, or (iii) delivering to the
Company cash or a check to the order of the Company in an amount equal to the
amount required to be so deducted and withheld. The shares delivered in
accordance with method (ii) above or withheld in accordance with method (i)
above shall have a Fair Market Value equal to such withholding obligation as of
the date that the amount of tax to be withheld is to be determined. An optionee
who has made an election pursuant to method (i) or (ii) of this Section 18(a)
may only satisfy his or her withholding obligation with shares of Common Stock
which are not subject to any repurchase, forfeiture, unfulfilled vesting or
other similar requirements.

            (b)   The acceptance of shares of Common Stock upon exercise of an
Incentive Stock Option shall constitute an agreement by the optionee (i) to
notify the Company if any or all of such shares are disposed of by the optionee
within two (2) years from the date the option was granted or within one (1) year
from the date the shares were issued to the optionee pursuant to the exercise of
the option, and (ii) if required by law, to remit to the Company, at the time of
and in the case of any such disposition, an amount sufficient to satisfy the
Company's federal, state and local withholding tax obligations with respect to
such disposition, whether or not, as to both (i) and (ii), the optionee is in
the employ of the Company at the time of such disposition.


19.   CANCELLATION AND NEW GRANT OF OPTIONS, ETC.

            The Board or the Committee shall have the authority to effect, at
any time and from time to time, with the consent of the affected optionees the
(i) cancellation of any or all outstanding options under the Plan and the grant
in substitution therefor of new options under the Plan (or any successor stock
option plan of the Company) covering the same or different numbers of shares of
Common Stock and having an option exercise price per share which may be lower or
higher than the exercise price per share of the cancelled options, or (ii)
amendment of the terms of any and all outstanding options under the Plan to
provide an option exercise price per share which is higher or lower than the
then-current exercise price per share of such outstanding options.


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20.   EFFECTIVE DATE AND DURATION OF THE PLAN

            (a)   EFFECTIVE DATE. The Plan shall become effective when adopted
by the Board, but no Incentive Stock Option granted under the Plan shall become
exercisable unless and until the Plan shall have been approved by the Company's
stockholders. If such stockholder approval is not obtained within twelve (12)
months after the date of the Board's adoption of the Plan, no options previously
granted under the Plan shall be deemed to be Incentive Stock Options and no
Incentive Stock Options shall be granted thereafter. Amendments to the Plan not
requiring stockholder approval shall become effective when adopted by the Board
and amendments requiring stockholder approval (as provided in Section 17) shall
become effective when adopted by the Board, but no Option granted on or after
the date of such amendment shall become exercisable unless and until such
amendment shall have been approved by the Company's stockholders. If such
stockholder approval is not obtained within twelve (12) months of the Board's
adoption of such amendment, no options granted on or after the date of such
amendment shall be deemed Incentive Stock Options and no Incentive Stock Options
shall be granted thereafter. Subject to above limitations, options may be
granted under the Plan at any time after the effective date and before the date
fixed for termination of the Plan.

            (b)   TERMINATION. Unless sooner terminated by the Board, the Plan
shall terminate upon the close of business on the day next preceding the tenth
anniversary of the date of its adoption by the Board. After termination of the
Plan, no further options may be granted under the Plan; PROVIDED, HOWEVER, that
such termination will not affect any options granted prior to termination of the
Plan.


21.   GOVERNING LAW

            The provisions of this Plan shall be governed and construed in
accordance with the laws of the State of New York without regard to the
principles of conflicts of laws.


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