**CORGI
      CLASSICS LIMITED**




**EXECUTIVE
      EMPLOYMENT AGREEMENT**




**FOR**




**GEORGE
      VOLANAKIS**




This
      Executive Employment Agreement (“Agreement”) is entered into as of February
      13 th ,
      2004,
      by and between George Volanakis (“Executive”) and Corgi Classics Limited
      (“Corgi” or the “Company”), a United Kingdom corporation and wholly-owned
      subsidiary of Zindart Limited (“Zindart,” or together with Corgi and all other
      Zindart subsidiaries, collectively, the “Group”).




**Whereas** ,
      the
      Company desires to employ Executive to provide personal services to the Company,
      and wishes to provide Executive with certain compensation and benefits in return
      for his services; and




**Whereas** ,
      Executive wishes to be employed by the Company and provide personal services
      to
      the Company in return for certain compensation and benefits provided under
      this
      Agreement;




**Now,
      Therefore** ,
      in
      consideration of the mutual promises and covenants contained herein, it is
      hereby agreed by and between the parties hereto as follows:




**1.**  **Employment
      by the Company.**




**1.1**  **Title
      and Responsibilities.** Subject
      to the terms set forth herein, the Company agrees to employ Executive in the
      position of President and Chief Executive Officer, and Executive hereby accepts
      such employment, commencing on February 15, 2004 (the “Effective Date”).
      Executive shall work from the Company’s offices in Chicago, Illinois, or such
      place or places as the Company shall reasonably designate or as shall be
      reasonably appropriate and necessary in connection with Executive’s employment.
      Executive will be assigned such facilities and support staff as are customarily
      associated with the position of President and Chief Executive Officer of
      companies of similar nature and size as the Company. During his employment
      with
      the Company, Executive will devote his best efforts and substantially all of
      his
      business time and attention (except for vacation periods as set forth herein
      and
      reasonable periods of illness or other incapacity permitted by the Company’s
      general employment policies) to the business of the Company. Executive will
      report directly to the Executive Chairman of Zindart (the
“Chairman”).




**1.2**  **Executive
      Position.** Executive will serve in an executive capacity and shall perform such duties
      as
      are assigned from time to time by the Chairman, consistent with the bylaws
      of
      the Company and as required by the Company.







**1.3**  **Company
      Employment Policies.** Executive’s employment shall also be governed by the general employment policies
      and procedures of the Company, except that when the terms of this Agreement
      differ from or are in conflict with the Company’s general employment policies or
      procedures, this Agreement shall control.




**2.**  **Compensation
      and Benefits.**




**2.1**  **Salary.** For
      services rendered hereunder, Executive shall receive an annualized base salary
      at the rate of Three Hundred Thousand Dollars ($300,000), less required
      withholdings and deductions, payable in accordance with the Company’s standard
      payroll procedures.




**2.2**  **Bonus
      Compensation.** Executive shall receive a bonus payment of Thirty Thousand Dollars ($30,000),
      less required withholdings and deductions, within one (1) month after the
      Effective Date of this Agreement, provided that Executive remains employed
      by
      the Company on such payment date. Annual bonuses will be considered by the
      Compensation Committee of Zindart’s Board of Directors; whether to award any
      annual bonus and the amount and timing of payment thereof shall remain in the
      sole discretion of the Compensation Committee.




**2.3**  **Benefits.** The
      Company will not make any employee benefits available to Executive except as
      may
      be required by applicable law. It is agreed that the potential award of stock
      bonuses described in Section 2.4(a) is in lieu of such benefits.




**2.4**  **Stock;
      Stock Option.**




**(a)**  **Stock
      Bonuses.** On
      February 15, 2005, if Executive remains employed by the Company on such date,
      the Company will grant Executive a bonus of Seventeen Thousand Five Hundred
      (17,500) Zindart American Depositary Shares. On December 31, 2005, if Executive
      remains employed by the Company on such date, the Company will grant Executive
      an additional bonus of Seventeen Thousand Five Hundred (17,500) Zindart American
      Depositary Shares. Such shares shall not be subject to vesting.




**(b)**  **Stock
      Option.** On the
      Effective Date, Zindart’s Compensation Committee granted Executive an option to
      purchase One Hundred Thousand (100,000) Zindart American Depositary Shares
      (the
“Option”) at the fair market value of said shares on February 13, 2004. The
      Option shall vest over a two (2) year period, with fifty percent (50%) of the
      Option shares vesting on the first anniversary of the Effective Date, and the
      remaining fifty percent (50%) of the Option shares vesting on December 31,
      2005, assuming Executive remains employed with the Company on such dates. The
      Option will be governed by the terms of Zindart’s employee stock option plan and
      Zindart’s standard form of stock option agreement issued
      thereunder.




**2.5**  **Vacation
      and Holidays.** Executive shall be entitled to twenty (20) days paid vacation annually, vested
      on a pro rata basis. Executive shall also be paid for official public holidays
      observed by the Company, as approved by the Chairman.







**2.6**  **Business
      Expense Reimbursement.** The
      Company shall reimburse Executive for all reasonable, documented travel,
      entertainment or other expenses he incurs in furtherance of or in connection
      with the performance of his duties hereunder, in accordance with the Company’s
      expense reimbursement policy.




**2.7**  **Indemnification.** Executive
      shall receive indemnification as a corporate officer of the Company to the
      maximum extent extended to the other officers and directors of the Company.




**2.8**  **Insurance.** Executive will be named as a beneficiary under Zindart’s directors’ and
      officers’ insurance policies, if any, to the same extent as other executive
      officers of Zindart, for certain liabilities as stated in the applicable
      policy(ies), and shall be covered under Zindart insurance policies, if any,
      that
      provide benefits to corporate executives or their family members for kidnapping
      or death due to terrorism, to the same extent as other executive officers of
      the
      Group. Executive will be provided with copies of any applicable insurance
      policy(ies) or existing summaries thereof upon request.




**2.9**  **Standard
      Company Benefits.** Executive shall not be entitled to any other rights or benefits the Company
      offers to its employees generally.




**3.**  **Proprietary
      Information Obligations.**




Executive
      agrees to execute and abide by the Company’s standard form of Employee
      Proprietary Information and Inventions Agreement (the “Proprietary Information
      Agreement”), a copy of which is attached hereto as **Exhibit A** .
      Executive’s duties under the Proprietary Information Agreement shall survive
      termination of Executive’s employment with the Company.




**4.**  **Outside
      Activities.**




**4.1**  **Activities.** Except
      with the prior written consent of the Board (as defined below), Executive will
      not during his employment with the Company undertake or engage in any other
      employment, occupation or business enterprise, other than ones in which
      Executive is a passive investor. Notwithstanding the foregoing, Executive may
      (a) engage in civic and not-for-profit activities so long as such activities
      do
      not materially interfere with the performance of his duties hereunder, and
      (b)
      serve as a member of the board of directors of any entity so long as such
      service does not, in the sole discretion of the Board, materially interfere
      with
      the performance of his duties hereunder or violate Section 4.2 hereof. Executive
      agrees to notify the Board in writing prior to the commencement of any such
      board service.







**4.2**  **Non-Competition.** Executive acknowledges that he will be a member of executive and management
      personnel at the Company. Executive further acknowledges that during his
      employment at the Company, he will be privy to extremely sensitive, confidential
      and valuable commercial information, which information constitutes trade secrets
      belonging to Corgi and/or the Group, the disclosure of which information and
      secrets would greatly harm Corgi and/or the Group. As a reasonable measure
      to
      protect the Company and/or the Group from the harm of such disclosure and use
      of
      its information and trade secrets against it, Executive agrees that during
      his
      employment with the Company and for a period of twelve (12) months following
      the
      separation of his employment with the Company, for any reason, Executive shall
      not, individually or together with others, directly or indirectly, whether
      as an
      owner, officer, director, employee consultant, partner, representative, joint
      venturer, stockholder, broker, agent, financial agent, principal, trustee,
      licensor or in any other capacity whatsoever: (i) own, manage, operate, join,
      control, finance or participate in the ownership, management, operation, control
      or financing of any business or enterprise which is a Conflicting Organization
      (as defined below); or (ii) sell or assist in the design, development,
      manufacture, licensing, sale, marketing or support of any Conflicting Product
      or
      Service (as defined below). As used in this Agreement, a “Conflicting Product or
      Service” means any business in which the Group is actively engaged on the date
      of Executive’s termination or any business in which during the twelve (12)
      months immediately preceding the date of Executive’s termination the Group
      actively contemplated engaging (as evidenced by inclusion in a written business
      plan or proposal), and a “Conflicting Organization” means any person or
      organization that is engaged in or is about to become engaged in the design,
      research, development, production, marketing, distribution, leasing, licensing,
      selling, or servicing of a Conflicting Product or Service. Executive further
      agrees and acknowledges that because of the nature and type of business that
      the
      Group engages in, the geographic scope of the covenant not to compete shall
      include all counties, cities, and states of the United States and any other
      country, territory or region in which the Group conducts business or in which
      the Group actively contemplated conducting business in (as evidenced by
      inclusion in a written business plan or proposal) at the time of Executive’s
      employment termination, including but not limited to China and Hong Kong, and
      that such a geographic scope is reasonable. Notwithstanding the foregoing,
      Executive may own, as a passive investor, securities of any Conflicting
      Organization that, in the aggregate, do not constitute more than one percent
      (1%) of the voting stock of such Conflicting Organization.




**4.3**  **Non-Solicitation.** During
      his employment with the Company, and for a period of two (2) years following
      the
      termination of such employment, Executive will not, either directly or through
      others, solicit or attempt to solicit any employee of the Group, or any
      consultant or independent contractor who performs forty (40) or more hours
      per
      month of services for the Group, with whom Executive came in contact during
      his
      employment with the Company, to terminate his or her relationship with the
      Group
      to become an employee, consultant, or independent contractor to or for any
      other
      person or entity.









**5.**  **Other
        Agreements.**




Executive
      represents and warrants that his employment by the Company will not conflict
      with or be constrained by any prior agreement or relationship with any third
      party. Executive represents and warrants that he will not disclose to the
      Company or use on behalf of the Company any confidential information governed
      by
      any agreement with any third party except in accordance with a written agreement
      between the Company and any such third party. During Executive’s employment by
      the Company, Executive may use, in the performance of his duties, all
      information generally known and used by persons with training and experience
      comparable to his own and all information that is common knowledge in the
      industry or otherwise legally in the public domain.




**6.**  **Term;
      Termination Of Employment.**




**6.1**  **Term.** Unless
      terminated earlier, this Agreement will terminate on the second anniversary
      of
      the Effective Date (“Term”).




**6.2**  **At-Will
      Employment.** Executive’s relationship with the Company is at will. Both Executive and the
      Company shall have the right to terminate Executive’s employment with the
      Company at any time, with or without Cause (as defined below) and with or
      without notice.




**6.3**  **Termination
      by Company for Cause.** If
      the
      Company terminates Executive’s employment at any time for Cause (as defined
      below), Executive’s salary shall cease on the date of termination and Executive
      shall not be entitled to severance pay, pay in lieu of notice, accelerated
      vesting of his Option, or any other compensation other than payment of accrued
      salary and such other benefits as expressly required in such event by applicable
      law or the terms of applicable benefit plans. All stock and stock options held
      by Executive shall
      cease vesting as of the date of termination and shall be exercisable thereafter
      only pursuant to the terms of the Company’s applicable stock option plans and
      the corresponding stock award agreements. For
      purposes of this Agreement, “Cause” shall mean, in the reasonable determination
      of the Board of Directors of Zindart (the “Board”): (i) Executive’s
      conviction of any felony, or any crime involving moral turpitude or dishonesty;
      (ii) Executive’s participation in any fraud against Corgi and/or the Group;
      (iii) Executive’s breach of any duties to, or agreements with, Corgi and/or
      the Group; (iv) Executive’s unauthorized disclosure of any trade secrets or
      confidential information of the Group; (v) Executive’s breach of this
      Agreement or his Proprietary Information Agreement; or (vi) Executive’s willful
      and continued failure to perform the duties and responsibilities of his position
      after receiving a written demand for performance from the Board that describes
      the basis for the demand and provides Executive with thirty (30) days to cure
      the stated deficiencies. Executive’s physical or mental disability or death
      shall not constitute Cause hereunder.




**6.4**  **Termination
      Without Cause.** If
      the
      Company terminates Executive’s employment at any time prior to the end of the
      Term, without Cause, Executive shall be entitled, as his sole and exclusive
      severance benefit, to immediate vesting of any and all unvested portion of
      the
      Option.







**6.5**  **Executive’s
      Voluntary Resignation.** Executive
      may voluntarily terminate his employment with the Company at any time, for
      any
      reason or for no reason, upon three (3) months’ written notice of termination.
      If Executive voluntarily terminates his employment, he will not be entitled
      to
      severance pay, pay in lieu of notice, accelerated vesting of his Option, or
      any
      other such compensation other than payment of accrued salary and such other
      benefits as expressly required in such event by applicable law or the terms
      of
      applicable benefit plans. All stock and stock options held by Executive shall
      cease vesting as of the date of termination and shall be exercisable thereafter
      only pursuant to the terms of the Company’s applicable stock option schemes and
      the corresponding stock award agreements.




**6.6**  **Termination
      for Death or Disability.** Executive’s employment with the Company will be terminated in the event of
      Executive’s death, or, subject to applicable law, any illness, disability or
      other incapacity that renders Executive physically or mentally unable regularly
      to perform his duties hereunder for a period in excess of one hundred twenty
      (120) consecutive days or more than one hundred eighty (180) days in any
      consecutive 12 month period. The determination regarding whether Executive
      is
      physically or mentally unable regularly to perform his duties shall be made
      by
      the Board. Executive’s inability to be physically present on the Company’s
      premises shall not constitute a presumption that Executive is unable to perform
      such duties. If Executive’s employment with the Company is terminated for death
      or disability as described in this Section 6.6, Executive or Executive’s heirs,
      successors, and assigns shall not receive any compensation or benefits other
      than payment of accrued salary and such other benefits as expressly required
      in
      such event by applicable law or the terms of applicable benefit plans. All
      Stock
      and stock options held by Executive shall
      cease vesting as of the date of termination and shall be exercisable thereafter
      only pursuant to the terms of the Company’s applicable stock option schemes and
      the corresponding stock award agreements.




**6.7**  **Resignation
      from Group.** In the
      event that Executive’s relationship with the Company is terminated, by either
      party and for any reason or for no reason, Executive agrees, upon the Company’s
      request, to resign from all offices and positions he then holds with the Company
      and any other company in the Group, effective as of the date of his employment
      termination.




**7.**  **General
      Provisions.**




**7.1**  **Notices.** Any
      notices provided hereunder must be in writing and shall be deemed effective
      upon
      the earlier of personal delivery (including, personal delivery by facsimile
      transmission or the third day after mailing by first class mail) to the Chairman
      at his primary office location and to Executive at his address as listed on
      the
      Company payroll (which address Executive may change by written
      notice).







**7.2**  **Severability.** Whenever
      possible, each provision of this Agreement will be interpreted in such manner
      as
      to be effective and valid under applicable law, but if any provision of this
      Agreement is held to be invalid, illegal or unenforceable in any respect under
      any applicable law or rule in any jurisdiction, such invalidity, illegality
      or
      unenforceability will not affect any other provision or any other jurisdiction,
      but such invalid, illegal or unenforceable provision will be reformed, construed
      and enforced in such jurisdiction so as to render it valid, legal, and
      enforceable consistent with the intent of the parties insofar as
      possible.




**7.3**  **Waiver.** If
      either party should waive any breach of any provision of this Agreement, he
      or
      it shall not thereby be deemed to have waived any preceding or succeeding breach
      of the same or any other provision of this Agreement.




**7.4**  **Entire
      Agreement.** This
      Agreement, together with the Proprietary Information Agreement attached hereto
      as Exhibit A, constitutes the entire agreement between Executive and the Company
      and it supersedes any prior agreement, promise, representation, or statement
      written or otherwise between Executive and the Company with regard to this
      subject matter. It is entered into without reliance on any promise,
      representation, statement or agreement other than those expressly contained
      or
      incorporated herein, and it cannot be modified or amended except in a writing
      signed by Executive and the Executive Chairman.




**7.5**  **Counterparts.** This
      Agreement may be executed in separate counterparts, any one of which need not
      contain signatures of more than one party, but all of which taken together
      will
      constitute one and the same Agreement.




**7.6**  **Headings.** The
      headings of the sections hereof are inserted for convenience only and shall
      not
      be deemed to constitute a part hereof nor to affect the meaning
      thereof.




**7.7**  **Successors
      and Assigns.** This
      Agreement is intended to bind and inure to the benefit of and be enforceable
      by
      Executive, the Company and their respective successors, assigns, heirs,
      executors and administrators, except that Executive may not assign any of his
      rights or duties hereunder.




**7.8**  **Remedies.** Executive’s
      duties and obligations under Sections 3 and 4 above, and under the Proprietary
      Information Agreement, shall survive termination of Executive’s employment with
      the Company. Executive acknowledges that a remedy at law for any breach or
      threatened breach by Executive of the provisions of such sections and/or the
      Proprietary Information Agreement would be inadequate, and Executive therefore
      agrees that the Company shall be entitled to injunctive relief in case of any
      such breach or threatened breach.




**7.9**  **Governing
      Law.** All
      questions concerning the construction, validity and interpretation of this
      Agreement will be governed by the law of the State of Illinois, without regard
      to conflicts of laws principles thereof, as applied to contracts made and to
      be
      performed entirely within the State of Illinois.







**In
      Witness Whereof** ,
      the
      parties have executed this Agreement effective as of the date first above
      written.




**CORGI
      CLASSICS LIMITED**







By: /s/
      Peter A. J.
      Gardiner


Peter
      A.
      J. Gardiner


Executive
      Chairman, Zindart Limited




**Accepted
      and Agreed**




/s/
      George B.
      Volanakis


George
      Volanakis





**Exhibit
      A**





**EMPLOYEE
      PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT**