Exhibit 4.5
                               2001 OPTION PLAN
                             FOR KEY EMPLOYEES OF
                          THE BOYDS COLLECTION, LTD.

     1. Purpose of Plan

     The 2001 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 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 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, which may delegate its duties and powers in whole or part to any
subcommittee thereof consisting solely of at least two individuals who are
intended to qualify both as "non-employee directors" within the meaning of
Rule 16-3 under the Exchange Act (or any successor rule thereto) and as
"outside directors" within the meaning of Section 162(m) of the Code. Any
action taken by the above-described subcommittee shall be subject to
ratification by the Compensation Committee of the Board of Directors.

     (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

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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.

     (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. 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, and in such form and having such terms, conditions and
limitations as the Committee may


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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 ten 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) for so long as 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
     2,000,000 shares of the authorized Common Stock as of the effective date
     of the Plan, and the maximum number of Shares with respect to which
     Options may be granted to any Participant in any fiscal year shall be
     500,000. The issuance of Shares upon the exercise of an Option shall
     reduce the total number of Shares available under the Plan. Unless
     restricted by applicable law, Shares related to Options that are
     forfeited, terminated or cancelled without consideration therefor or
     expire unexercised, shall immediately become available for reissue.

          (b) No Options shall be granted under the Plan after its termination
     on the tenth anniversary of the effective date of the Plan, but the terms
     of Options granted on or before the termination of the Plan may extend
     beyond such termination.

          (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, reorganization, consolidation, or similar event,
the Committee may, in its sole discretion and without liability to any person,
adjust appropriately (i) the number or kind of Shares or other securities
subject to the Plan or for which Options may be granted during a fiscal year
to any Participant, (ii) the number or kind of Shares or other securities
covered by Option grants, (iii) exercise prices related to outstanding Option
grants and/or (iv) make such other revisions to outstanding Option grants as
it deems 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 or other entity, the
exchange of all or substantially all of the assets of the Company

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for the securities of another corporation or other entity, the acquisition by
another corporation or other entity of 50% 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 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) The Participant will not disclose or use at any time (whether
     during or after employment) 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 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 employment) 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.


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          (b) 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.

          (c) In addition to the foregoing covenants, each Participant agrees
     that during the Noncompete Period he or she will not, whether on such
     Participant's own behalf or on behalf of or in conjunction with any
     person, company, business entity or other organization whatsoever,
     directly or indirectly (i) solicit or encourage any employee of the
     Company or its Subsidiaries to leave the employment of the Company or any
     of its Subsidiaries, (ii) hire any person who was employed by the Company
     or any of its Subsidiaries as of the date of the Participant's
     termination of employment with the Company or who left the employment of
     the Company and its Subsidiaries coincident with, or within one year
     prior to or after, the termination of the Participant's employment with
     the Company, (iii) solicit or encourage to cease to work with the Company
     or its Subsidiaries any consultant then under contract with the Company
     or any of its Subsidiaries or (iv) solicit or endeavor to induce away
     from the Company or any of its Subsidiaries any customer thereof.

          (d) Notwithstanding subsections (a), (b) and (c) above, if at any
     time a court holds that the restrictions stated in subsection (a), (b) or
     (c) 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).


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     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, 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. With respect to
Participants who reside or work outside the United States and who are not (and
who are not expected to be) "covered employees" within the meaning of Section
162(m) of the Code, the Committee may, in its sole discretion, amend the terms
of the Plan or Options granted with respect to such Participants in order to
conform such terms with the requirements of local law or otherwise as the
Committee determines.

     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. Choice of Law

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


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     15. Applicability of Plan and Option

     In the event of any conflict between the Plan and any Option, the terms
of the Plan shall control.

     16. Successors and Assigns

     The Plan shall be binding on all successors and assigns of the Company
and a Participant, including without limitation, the estate of such
Participant and the executor, administrator or trustee of such estate, or any
receiver or trustee in bankruptcy or representative of the Participant's
creditors.

     17. Effective Date and Termination Dates

     The Plan shall be effective on and as of its approval by the Board of
Directors, or such later date as is designated by the Board of Directors,
subject to the approval of the shareholders of the Company within one year
after such Board of Directors approval. The Plan shall terminate on the tenth
anniversary of its effective date, subject to earlier termination by the Board
of Directors pursuant to Paragraph 11.