Exhibit 4.3
                               1999 OPTION PLAN
                             FOR KEY EMPLOYEES OF
                          THE BOYDS COLLECTION, LTD.

     1. Purpose of Plan

     The 1999 Option Plan for Key Employees of The Boyds Collection, Ltd. and
Subsidiaries (the "Plan") is designed: (a) To promote the long term financial
interests and growth of The Boyds Collection, Ltd. (the "Company") and its
subsidiaries by attracting and retaining management personnel with the
training, experience and ability to enable them to make a substantial
contribution to the success of the Company's business; (b) to motivate
management personnel by means of growth-related incentives to achieve long
range goals; and (c) to further the alignment of interests of participants
with those of the stockholders of the Company through opportunities for
increased stock, or stock-based, ownership in the Company.

     2. Definitions

     As used in the Plan, the following words shall have the following
meanings:

     (a) "Board of Directors" means the Board of Directors of the Company.

     (b) "Code" means the Internal Revenue Code of 1986, as amended.

     (c) "Committee" means the Compensation Committee of the Board of
Directors, or a subcommittee to which the Committee delegates its duties.

     (d) "Common Stock" or "Share" means Common Stock of the Company that may
be authorized but unissued, or issued and reacquired.

     (e) "Employee" means a person, including an officer, in the regular
full-time employment of the Company or one of its Subsidiaries who, in the
opinion of the Committee, is, or is expected to be, involved in the
management, growth or protection of some part or all of the business of the
Company.

     (f) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     (g) "Fair Market Value" means , as of any date, (i) the mean between the
high and low sales prices of the Shares as reported on the composite tape for
securities traded on the New York Stock Exchange for such date (or if not then
trading on the New York Stock Exchange, the mean between the high and low
sales price of the Shares on the stock exchange or over-the-counter market on
which the Shares are principally trading on such date), or if, there were no
sales on such date, on the closest preceding date on which there were sales of
Shares or (ii) in the event there shall be no public market for the Shares on
such date, the fair market value of the Shares as determined in good faith by
the Committee.



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     (h) "Option Agreement" means an agreement between the Company and a
Participant that sets forth the terms, conditions and limitations applicable
to a grant of Options pursuant to the Plan.

     (i) "Option" means an option to purchase shares of the Common Stock which
will not be an "incentive stock option" (within the meaning of Section 422 of
the Code).

     (j) "Participant" means an Employee, or other person having a
relationship with the Company or one of its Subsidiaries, to whom one or more
grants of Options have been made and such grants have not all been forfeited
or terminated under the Plan.

     (k) "Subsidiary" means any corporation in an unbroken chain of
corporations beginning with the Company if each of the corporations, or group
of commonly controlled corporations, other than the last corporation in the
unbroken chain then owns stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other corporations in such
chain.

     3. Administration of Plan

          (a) The Plan shall be administered by the Committee which shall at
     all times consist solely of at least two individuals who, during any
     period when the Company and the Plan is subject to the provisions of
     Section 16 of the Exchange Act (and rules promulgated thereunder), are
     intended to qualify as "non-employee directors" within the meaning of
     Rule 16-3 under the Exchange Act (or any successor rule thereto). The
     Committee may adopt its own rules of procedure, and action of a majority
     of the members of the Committee taken at a meeting, or action taken
     without a meeting by unanimous written consent, shall constitute action
     by the Committee. The Committee shall have the power and authority to
     administer, construe and interpret the Plan, to make rules for carrying
     it out and to make changes in such rules. Any such interpretations, rules
     and administration shall be consistent with the basic purposes of the
     Plan.

          (b) The Committee may employ attorneys, consultants, accountants,
     appraisers, brokers or other persons. The Committee, the Company, and the
     officers and directors of the Company shall be entitled to rely upon the
     advice, opinions or valuations of any such persons. All actions taken and
     all interpretations and determinations made by the Committee in good
     faith shall be final and binding upon all Participants, the Company and
     all other interested persons. No member of the Committee shall be
     personally liable for any action, determination or interpretation made in
     good faith with respect to the Plan or Option grants, and all members of
     the Committee shall be fully protected by the Company with respect to any
     such action, determination or interpretation.

     4. Eligibility

     The Committee may from time to time make Option grants under the Plan to
such Employees, or other persons having a relationship with the Company or any
of its Subsidiaries,


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and in such form and having such terms, conditions and limitations as the
Committee may determine. Options may be granted singly, in combination or in
tandem. The terms, conditions and limitations of each Option grant under the
Plan shall be set forth in an Option Agreement, in a form approved by the
Committee.

     5. Grants

     From time to time, the Committee, in its sole discretion, will determine
the forms and amounts of Options to be granted to Participants. At the time of
an Option grant, the Committee shall determine, and shall include in the
Option Agreement or other Plan rules, the option exercise period, the option
price, and such other conditions or restrictions on the grant or exercise of
the Option as the Committee deems appropriate. In addition to other
restrictions contained in the Plan, an Option granted under this Paragraph 5,
(i) may not be exercised more than 10 years after the date it is granted and
(ii) may not have an option exercise price less than 100% of the Fair Market
Value of Common Stock on the date the Option is granted. Payment of the option
price shall be made (a) in cash, (b) by exchanging shares of Common Stock
owned by the Participant for at least six months (or such longer period
necessary to avoid adverse accounting treatment), (c) if there shall be a
public market for the Shares at such time, subject to rules as may be
established by the Committee, through delivery of irrevocable instructions to
a broker to sell the Shares otherwise deliverable upon the exercise of the
Option and to deliver promptly to the Company an amount equal to the aggregate
exercise price, or (d) by a combination of the foregoing, in accordance with
the terms of the Plan, the Option Agreement and of any applicable guidelines
of the Committee in effect at the time.

     6. Limitations and Conditions

     (a) The number of Shares available under this Plan shall be 853,000
shares of the authorized Common Stock as of the effective date of the Plan.
The maximum number of Shares with respect to which Options may be granted to
any officer or director of the Company under the Plan shall not be more than
1% of the Common Stock outstanding on the date the Plan is adopted. Unless
restricted by applicable law, Shares related to Options that are forfeited,
terminated, cancelled or expire unexercised, shall immediately become
available for reissue.

     (b) No Options shall be granted under the Plan beyond ten years after the
effective date of the Plan, but the terms of Options granted on or before the
expiration of the Plan may extend beyond such expiration.

     (c) Nothing contained herein shall affect the right of the Company to
terminate any Participant's employment at any time or for any reason.

     (d) Other than as specifically provided with regard to the death of a
Participant, no benefit under the Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or
charge, and any attempt to do so shall be void. No such benefit shall, prior
to receipt thereof by the Participant, be in any manner liable for or subject
to the debts, contracts, liabilities, engagements or torts of the Participant.


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     (e) Participants shall not be, and shall not have any of the rights or
privileges of, stockholders of the Company in respect of any Shares
purchasable in connection with any Option grant unless and until certificates
representing any such Shares have been issued by the Company to such
Participants.

     (f) No election as to benefits or exercise of Options may be made during
a Participant's lifetime by anyone other than the Participant except by a
legal representative appointed for or by the Participant.

     (g) Absent express provisions to the contrary, any grant of Options under
this Plan shall not be deemed compensation for purposes of computing benefits
or contributions under any retirement plan of the Company or its Subsidiaries
and shall not affect any benefits under any other benefit plan of any kind now
or subsequently in effect under which the availability or amount of benefits
is related to level of compensation. This Plan is not a "Retirement Plan" or
"Welfare Plan" under the Employee Retirement Income Security Act of 1974, as
amended.

     (h) Unless the Committee determines otherwise, no benefit or promise
under the Plan shall be secured by any specific assets of the Company or any
of its Subsidiaries, nor shall any assets of the Company or any of its
Subsidiaries be designated as attributable or allocated to the satisfaction of
the Company's obligations under the Plan.

     7. Transfers and Leaves of Absence

     For purposes of the Plan, unless the Committee determines otherwise: (a)
A transfer of a Participant's employment without an intervening period of
separation among the Company and any Subsidiary shall not be deemed a
termination of employment and (b) a Participant who is granted in writing a
leave of absence shall be deemed to have remained in the employ of the Company
during such leave of absence.

     8. Adjustments

     In the event of any change in the outstanding Common Stock by reason of a
stock split, spin-off, stock dividend, stock combination or reclassification,
recapitalization or merger, change of control, or similar event, the Committee
may adjust appropriately the number of Shares subject to the Plan and
available for or covered by Option grants and exercise prices related to
outstanding Option grants and make such other revisions to outstanding Option
grants as it deems are equitably required.

     9. Merger, Consolidation, Exchange, Acquisition, Liquidation or
Dissolution

     In its absolute discretion, and on such terms and conditions as it deems
appropriate, coincident with or after the grant of any Option, the Committee
may provide that such Option cannot be exercised after the merger or
consolidation of the Company into another corporation, the exchange of all or
substantially all of the assets of the Company for the securities of another
corporation, the acquisition by another corporation of 80% or more of the
Company's then outstanding shares of voting stock or the recapitalization,
reclassification, liquidation or dissolution of the Company (a "Transaction"),
and if the Committee so provides, it


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shall, on such terms and conditions as it deems appropriate, also provide,
either by the terms of such Option or by a resolution adopted prior to the
occurrence of such Transaction, that, for some reasonable period of time prior
to such Transaction, such Option shall be exercisable as to all Shares subject
thereto, notwithstanding anything to the contrary herein (but subject to the
provisions of Paragraph 6(b)) and that, upon the occurrence of such event,
such Option shall terminate and be of no further force or effect; provided,
however, that the Committee may also provide, in its absolute discretion, that
even if the Option shall remain exercisable after any such event, from and
after such event, any such Option shall be exercisable only for the kind and
amount of securities and/or other property, or the cash equivalent thereof,
receivable as a result of such event by the holder of a number of shares of
stock for which such Option could have been exercised immediately prior to
such event.

     10. Restrictive Covenants

          (a) In consideration of the grant of an Option to a Participant,
     each Participant hereby agrees effective as of the date of grant of an
     Option hereunder, for so long as the Participant is employed by the
     Company or one of its Subsidiaries and for a period of one year
     thereafter (the "Noncompete Period"), that the Participant shall not,
     directly or indirectly, engage in the production, sale or distribution of
     any product competitive with a product produced, sold or distributed by
     the Company or its Subsidiaries on the date hereof or during the
     Noncompete Period or any other collectible product anywhere in the world
     in which the Company or its Subsidiaries is doing business other than
     through the Participant's employment with the Company or any of its
     Subsidiaries. At the Company's option, the Noncompete Period may be
     extended for an additional one year period if (i) within nine months of
     the termination of the Participant's employment, the Company gives the
     Participant notice of such extension and (ii) beginning with the first
     anniversary of such termination, the Company pays the Participant an
     amount equal to the Participant's base salary on the date of the
     termination of his employment. Such amount shall be paid in installments
     in a manner consistent with the then current salary payment policies of
     the Company. For purposes of this Agreement, the phrase "directly or
     indirectly engage in" shall include any direct or indirect ownership or
     profit participation interest in such enterprise, whether as an owner,
     stockholder, partner, joint venturer or otherwise, and shall include any
     direct or indirect participation in such enterprise as a consultant,
     licensor of technology or otherwise.

          (b) The Participant will not disclose or use at any time any
     Confidential Information (as defined below) of which the Participant is
     or becomes aware, whether or not such information is developed by him,
     except to the extent that such disclosure or use is directly related to
     and required by the Participant's performance of duties, if any, assigned
     to the Participant by the Company or its Subsidiary. As used in this
     Agreement, the term "Confidential Information" means information that is
     not generally known to the public and that is used, developed or obtained
     by the Company or its Subsidiaries in connection with its business,
     including but not limited to (i) products or services, (ii) fees, costs
     and pricing structures, (iii) designs, (iv) computer software, including
     operating systems, applications and program listings, (v) flow charts,
     manuals and documentation, (vi) data bases, (vii) accounting and business
     methods, (viii) inventions, devices, new developments, methods and
     processes, whether patentable or unpatentable and whether or

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     not reduced to practice, (ix) customers and clients and customer or
     client lists, (x) other copyrightable works, (xi) all technology and
     trade secrets, and (xii) all similar and related information in whatever
     form. Confidential Information will not include any information that has
     been published in a form generally available to the public prior to the
     date the Participant proposes to disclose or use such information. The
     Participant acknowledges and agrees that all copyrights, works,
     inventions, innovations, improvements, developments, patents, trademarks
     and all similar or related information which relate to the actual or
     anticipated business of the Company and its Subsidiaries (including its
     predecessors) and conceived, developed or made by the Participant while
     employed by the Company or its Subsidiaries belong to the Company. The
     Participant will perform all actions reasonably requested by the Company
     (whether during or after the Noncompete Period) to establish and confirm
     such ownership at the Company's expense (including without limitation
     assignments, consents, powers of attorney and other instruments). If the
     Participant is bound by any other agreement with the Company regarding
     the use or disclosure of confidential information, the provisions of this
     Agreement shall be read in such a way as to further restrict and not to
     permit any more extensive use or disclosure of confidential information.

          (c) Notwithstanding subsections (a) and (b) above, if at any time a
     court holds that the restrictions stated in subsection (a) or (b) are
     unreasonable or otherwise unenforceable under circumstances then
     existing, the maximum period, scope or geographic area determined to be
     reasonable under such circumstances by such court will be substituted for
     the stated period, scope or area. Because the Participant's services are
     unique and because the Participant has had access to Confidential
     Information, money damages will be an inadequate remedy for any breach of
     this Section 10. In the event of a breach or threatened breach of this
     Section 10, the Company or its successors or assigns may, in addition to
     other rights and remedies existing in their favor, apply to any court of
     competent jurisdiction for specific performance and/or injunctive relief
     in order to enforce, or prevent any violations of, the provisions hereof
     (without the posting of a bond or other security).

          11. Amendment and Termination

          (a) The Committee shall have the authority to make such amendments
     to any terms and conditions applicable to outstanding Option grants as
     are consistent with this Plan provided that, except for adjustments under
     Paragraph 8 or 9 hereof, no such action shall modify such Option grant in
     a manner materially adverse to the Participant without the Participant's
     consent except as such modification is provided for or contemplated in
     the terms of the Option grant.

          (b) The Board of Directors may amend, suspend or terminate the Plan
     except that, to the extent it is necessary under Section 16 of the
     Exchange Act or Section 162(m) of the Code to secure an exemption or
     relief under those sections pursuant to any rules promulgated thereunder
     (as determined by the Board), no such action, other than an action under
     Paragraph 8 or 9 hereof, may be taken which would, without shareholder
     approval, increase the aggregate number of Shares subject to Options
     under the Plan,

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     decrease the exercise price of outstanding Options, change the
     requirements relating to the Committee or extend the term of the Plan.

     12. Foreign Options and Rights

     The Committee may grant Options to Employees who are subject to the laws
of nations other than the United States, which Option grants may have terms
and conditions that differ from the terms hereof as provided elsewhere in the
Plan for the purpose of complying with foreign laws.

     13. Withholding Taxes

     The Company shall have the right to deduct from any cash payment made
under the Plan any federal, state or local income or other taxes required by
law to be withheld with respect to such payment. It shall be a condition to
the obligation of the Company to deliver Shares upon the exercise of an Option
that the Participant pay to the Company such amount as may be requested by the
Company for the purpose of satisfying any liability for such withholding
taxes. Any Option Agreement may provide that the Participant may elect, in
accordance with any conditions set forth in such Option Agreement, to pay a
portion or all of such withholding taxes in shares of Common Stock.

     14. Effective Date and Termination Dates

     The Plan shall be effective on and as of its approval by the Board of
Directors and shall terminate ten years later, subject to earlier termination
by the Board of Directors pursuant to Paragraph 11.