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                                                                     EXHIBIT 4.5

                                 ZINDART LIMITED

                          NOTICE OF STOCK OPTION GRANT

Dear Christopher Guest:

        You have been granted an option ("Option") to purchase Securities of
Zindart Limited (the "Company") as follows:


<TABLE>
<S>                                      <C>
    Date of Grant:                       January 11, 2001, Hong Kong local time
    Type of Security:                    [ ] Ordinary Shares [X] ADSs
    Vesting Commencement Date:           January 11, 2001, Hong Kong local time
    Exercise Price per Share/ADS:        US$1.5625
    Total Number of Shares/ADSs Granted: 5,000
    Total Exercise Price:                US$7,812.50
    Type of Option:                      Nonstatutory Stock Options
    Term / Expiration Date:              January 11, 2011, Hong Kong local time
</TABLE>


        Vesting Schedule:

         1,250   Shares/ADSs on    January 11, 2002, Hong Kong local time;
         1,250   Shares/ADSs on    January 11, 2003, Hong Kong local time;
         1,250   Shares/ADSs on    January 11, 2004, Hong Kong local time;
         1,250   Shares/ADSs on    January 11, 2005, Hong Kong local time;

     Termination Period:        Vested option may be exercised for 90 days after
                                termination of employment or consulting
                                relationship except as set out in Sections 6, 7
                                or 8 of the Stock Option Agreement (but in no
                                event later than the Expiration Date).

        Although this Option is not granted pursuant to the Zindart Limited l997
Equity Incentive Plan (the "Plan"), the Option shall be subject to the terms,
definitions and provisions of the Plan, to the extent not inconsistent with the
Stock Option Agreement.

        By your signature and the signature of the Company's representative
below, you and the Company agree that this option is granted under and governed
by the terms and conditions of the Stock Option Agreement and, to the extent
described in the Stock Option Agreement, the Plan, both of which are attached to
and made a part of this document.

OPTIONEE:                                 ZINDART LIMITED


/s/ CHRISTOPHER GUEST                     /s/ PETER A.J. GARDINER
---------------------                     -----------------------
By: Christohper Guest                     By: Peter A.J. Gardiner
                                              Chairman


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                             STOCK OPTION AGREEMENT

        1.      Grant of Option. Zindart Limited, a Hong Kong company (the
"Company"), hereby grants to the Optionee named in the Notice of Stock Option
Grant (the "Optionee"), an option (the "Option") to purchase a total number of
Securities of the Company (the "Securities") set forth in the Notice of Stock
Option Grant, at the exercise price per share set forth in the Notice of Grant
(the "Exercise Price"). Although this Option is not granted pursuant to the
Zindart Limited l997 Equity Incentive Plan (the "Plan"), the Option shall be
subject to the terms, definitions and provisions of the Plan, to the extent not
inconsistent with this Option. The terms of the Plan, to the extent applicable
to this Option, are incorporated herein by reference. The Administrator of the
Plan shall have final and binding authority to construe and interpret the
provisions of this Option. Unless otherwise deemed herein, the terms defined in
the Plan shall have the same defined meanings in this Option.

               This Option is intended to be a Nonstatutory Stock Option.

        2.      Exercise of Option. This Option shall be exercisable during its
term in accordance with the Exercise Schedule set out in the Notice of Stock
Option Grant and with the provisions of Section 10 of the Plan as follows:

               (a) Right to Exercise.

                      (i) This Option may not be exercised for a fraction of a
Security.

                      (ii) In the event of Optionee's death, disability or other
termination of employment, the exercisability of the Option is governed by
Sections 6, 7 and 8 below, subject to the limitation contained in paragraph
(iii) below.

                      (iii) In no event may this Option be exercised after the
date of expiration of the term of this Option as set forth in the Notice of
Stock Option Grant.

               (b) Method of Exercise. This Option shall be exercisable by
written notice (in the form attached as Exhibit A) which shall state the
election to exercise the Option, the number of Securities in respect of which
the Option is being exercised, and such other representations and agreements as
to the holder's investment intent with respect to such Securities as may be
required by the Company pursuant to the provisions of the Plan. Such written
notice shall be signed by the Optionee and shall be delivered in person or by
certified mail to the Secretary of the Company. The written notice shall be
accompanied by payment of the Exercise Price. This Option shall be deemed to be
exercised upon receipt by the Company of such written notice accompanied by the
Exercise Price.

                      No Securities will be issued pursuant to the exercise of
an Option unless such issuance and such exercise shall comply with all relevant
provisions of law and the requirements of any stock exchange upon which the
Securities may then be listed. Assuming such compliance, for income tax purposes
the Securities shall be considered transferred to the Optionee on the date on
which the Option is exercised with respect to such Securities.


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        3.      Optionee's Representations. In the event that Shares are the
subject of Optionee's Option, Optionee shall, if required by the Company,
concurrently with the exercise of all or any portion of this Option, deliver to
the Company his Investment Representation Statement in such form as may be
provided by the Company concerning restrictions on transfer of Shares under
applicable securities laws.

        4.      Method of Payment. Payment of the Exercise Price shall be by any
of the. following, or a combination thereof, at the election of the Optionee:
(a) in cash at the time the Option is exercised; (b) check; (c) promissory note
of not less than three years duration, bearing interest at the "Prime Rate" of
Bank of America, San Francisco (as quoted from time to time in the Asia Wall
Street Journal), payable annually; (d) other Securities that (i) in the case of
Securities acquired upon exercise of an Option, have been owned by the Optionee
for more than six months on the date of surrender or such other period as may be
required to avoid a charge to the Company's earnings, and (ii) have a Fair
Market Value on the date of surrender equal to the aggregate exercise price of
the Securities as to which such Option is to be exercised.

        5.      Restrictions on Exercise. This Option may not be exercised if
the issuance of such Securities upon such exercise or the method of payment of
consideration for such shares would constitute a violation of any applicable
securities or other law or regulation. As a condition to the exercise of this
Option, the Company may require Optionee to make any representation and warranty
to the Company as may be required by any applicable law or regulation.

        6.      Termination of Relationship. In the event of termination of
Optionee's Continuous Status as an Employee, Director or Consultant, Optionee
may, to the extent otherwise so entitled at the date of such termination (the
"Termination Date"), exercise this Option during the Post Termination Exercise
Period set out in the Notice of Stock Option Grant. If no Post Termination
Exercise Period is stated in the Notice of Stock Option Grant, this Option shall
terminate immediately upon termination of Optionee's Continuous Status as an
Employee, Director or Consultant. To the extent that Optionee was not entitled
to exercise this Option at the date of such termination, or if Optionee does not
exercise this Option within the time specified herein, the Option shall
terminate.

        7.      Disability of Optionee.

               (i) Notwithstanding Section 6 above, in the event of termination
of Optionee's Continuous Status as an Employee, Director or Consultant as a
result of his or her Total and Permanent disability, Optionee may, but only
within twelve (12) months from the date of termination of employment (but in no
event later than the date of expiration of the term of this Option as set forth
in Section 10 below), exercise this Option to the extent he/she was entitled to
exercise it at the date of such termination. To the extent that Optionee was not
entitled to exercise the Option at the date of termination, or if Optionee does
not exercise such Option (which he/she was entitled to exercise) within the time
specified herein, the Option shall terminate.

               (ii) In the event of termination of Optionee's Continuous Status
as an Employee, Director or Consultant as a result of any disability not
constituting a Total and Permanent disability,


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Optionee may, but only within six (6) months from the date of termination of
Optionee's Continuous Status as an Employee, Director or Consultant (but in no
event later than the date of expiration of the term of this Option as set forth
in Section 10 below), exercise this Option to the extent he/she was entitled to
exercise it at the date of such termination. To the extent that Optionee was not
entitled to exercise the Option at the date of termination, or if Optionee does
not exercise such Option (which he/she was entitled to exercise) within the time
specified herein, the Option shall terminate.

        8.      Death of Optionee. In the event of the death of Optionee during
the period of Continuous Status as an Employee, Director or Consultant since the
date of grant of the Option, or within thirty (30) days following the
termination of Optionee's Continuous Status as an Employee, Director or
Consultant, the Option may be exercised, at any time within twelve (12) months
following the date of death (but in no event later than the date of expiration
of the term of this Option as set forth in Section 10 below), by Optionee's
estate or by a person who acquired the right to exercise the Option by bequest
or inheritance, but only to the extent of the right to exercise that had accrued
at the date of death, or, if earlier, the date of termination of Optionee's
Continuous Status as an Employee, Director or Consultant.

        9.      Non-Transferability of Option. This Option may not be
transferred in any manner otherwise than by will or by the laws of descent or
distribution and may be exercised during the lifetime of Optionee only by him.
The terms of this Option shall be binding upon the executors, administrators,
heirs, successors and assigns of the Optionee.

        10.     Term of Option. This Option may be exercised only within the
term set out in the Notice of Stock Option Grant, and may be exercised during
such term only in accordance with the Plan and the terms of this Option. The
limitations set out in the Plan regarding Options granted to more than ten
percent (10%) shareholders shall apply to this Option.

        11.     Tax Consequences for Optionees Subject to U.S. Tax. Optionee
acknowledges that he/she has read the brief summary set forth below of certain
of the United States tax consequences of exercise of this Option and disposition
of the Securities under the law in effect as of the date of grant. THIS SUMMARY
IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO
CHANGE. OPTIONEE SHOULD CONSULT HIS OR HER OWN TAX ADVISER AS TO THE TAX EFFECT
OF THE LAWS OF ANY RELEVANT JURISDICTION BEFORE EXERCISING THIS OPTION OR
DISPOSING OF THE SHARES.

               (i) Exercise of Nonstatutory Stock Option. If this Option is a
Nonstatutory Stock Option, Optionee may incur a regular United States tax
liability upon the exercise of the Option if Optionee is a U.S. Person. The
Optionee will be treated as having received compensation income (taxable at
ordinary income tax rates) equal to the excess, of any, of the fair market value
of the Securities on the date of exercise over the Exercise Price. If Optionee
is an employee, the Company will be required to withhold from Optionee's
compensation or collect from Optionee and pay to the applicable taxing
authorities an amount equal to a percentage of this compensation income at the
time of exercise.

               (ii) Disposition of Securities. If this Option is a Nonstatutory
Stock Option, then


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gain realised on the disposition of Securities will be treated as long-term or
short-term capital gain depending on whether or not the disposition occurs more
than one year after the exercise date.

                                 ZINDART LIMITED

                             a Hong Kong corporation


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OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE
OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL
OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR
ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT
NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY'S 1997 EQUITY INCENTIVE PLAN WHICH
IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH
RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL
IT INTERFERE IN AMY WAY WITH OPTIONEE'S RIGHT OR THE COMPANYS RIGHT TO TERMINATE
OPTIONEE'S EMPLOYMENT OR CONSULTANCY AT AMY TIME, WITH OR WITHOUT CAUSE.

        Optionee acknowledges receipt of a copy of the Plan and represents that
he/she is familiar with the terms and provisions thereof, and hereby accepts
this Option subject to all of the terms and provisions herein and thereof, as
applicable to this Option. Optionee has reviewed this Option and the Plan in
their entirety, has had an opportunity to obtain the advice of counsel prior to
executing this Option and fully understands all provisions of the Option.
Optionee hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Administrator upon any questions arising under this
Option and the terms of the Plan, as applicable to this Option.

Dated:
      -------------


-------------------------
Name of Optionee


--------------------------------
Signature of Optionee