**AMENDED
        AND RESTATED**
 **EMPLOYMENT
        AGREEMENT**
  This
        Amended and Restated Employment Agreement (the “ **Agreement** ”),
        dated as of March 14, 2005, is between Zindart Limited, a corporation organized
        under the laws of Hong Kong (the “ **Company** ”),
        and Peter A.J. Gardiner, a natural person (“ **Employee** ”).
  **Whereas** ,
        the Company and Employee are parties to an Employment Agreement dated
        October 1, 2000 (the “ **Employment
        Agreement** ”);
  **Whereas** ,
        the Company and Employee are parties to a separation and consulting agreement
        dated August 26, 2004 (the “ **Separation
        and Consulting Agreement** ”);
  **Whereas** ,
        Employee remains an employee of the Company; and
  **Whereas** ,
        the Company and Employee seek to amend and restate the Employment Agreement
        as
        provided herein.
  **Now,
        Therefore** ,
        in consideration of the premises and mutual convenants and agreements contained
        herein, and intending to be legally bound, the parties hereto hereby agree
        that
        the Employment Agreement shall be amended and restated as follows:
  **Section
        1.**  **Employment** **.** The
        Company hereby continues to employ Employee, and Employee hereby accepts
        such
        continued employment, upon the terms and subject to the conditions set forth
        herein.
  **Section
        2.**  **Duties** **.**
  **(a)**  **Position.** Employee
        shall be employed as Executive Chairman of the Company. Employee shall have
        such
        responsibilities and duties as are determined by the Company’s Board of
        Directors (the “ **Board** ”),
        consistent with his position, and as described in Section 2(b).
  **(b)**  **Responsibilities.** Employee’s responsibilities shall include, without limitation:
  **(i)**  Continuing
        to implement the strategy he initiated in 2001 to make Zindart into a global
        marketing company of collectibles, toys and other product lines;
  **(ii)**  Supporting
        Corgi Classics’ aggressive marketing and product development program to
        penetrate mass-market channels and to capture more revenues outside the United
        Kingdom; and
  **(iii)**  Assisting
        current board members in identifying, evaluating and recruiting new members
        of
        the Board closely attuned to the interests of the Company’s
        investors.
  1.
 **(c)**  **Board
        Membership.** During
        Employee’s employment hereunder, the Company shall use its best efforts to cause
        Employee to continue to be a member of the Board, with all rights and privileges
        attendant thereto. Employee agrees to resign immediately from the Board upon
        his
        cessation of employment with the Company for any reason.
  **(d)**  **Obligations.**
  **(i)**  Except
        as
        otherwise provided herein, Employee agrees to devote his full working time,
        attention and energies to the performance of his duties for the
        Company.
  **(ii)**  It
        shall
        not be a violation of this Agreement for Employee, with the Board’s consent, to
        (a) serve on corporate, civic or charitable boards or committees, (b) deliver
        lectures, fulfill speaking engagements or teach at educational institutions,
        or
        (c) manage personal investments, so long as such activities do not significantly
        interfere with the performance of Employee’s responsibilities to the Company in
        accordance with this Agreement. It is expressly understood and agreed that
        to
        the extent that the such activities have been conducted by Employee prior
        to
        Employee’s commencement of employment with the Company, the continued conduct of
        such activities (or the conduct of activities similar in nature and scope
        thereto) shall not thereafter be deemed to interfere with the performance
        of
        Employee’s responsibilities to the Company. Employee hereby represents and
        warrants to the Company that Employee’s current engagements in and commitments
        to the activities described in the previous sentence do not and shall not
        interfere with Employee’s ability to comply with Sections 2(a) and (b)
        above.
  **(iii)**  Notwithstanding
        any other provision of this Agreement, Employee shall have the right to make
        a
        written request to the Board in advance for a written statement that a proposed
        business, position or activity is not in violation of this Agreement, which
        determination the Board shall make in its sole discretion. If Employee receives
        such statement or, if within sixty (60) days of making the request, he receives
        no reply, he may assume that the business, position or activity is not competing
        or otherwise in violation of this Agreement, and he may proceed with such
        business, position or activity without such business, position or activity
        being
        considered to be violating any provision of this Agreement. However, if
        thereafter, the Board determines in its sole discretion that Employee’s conduct
        of such business, position or activity is in violation of this Agreement,
        it may
        notify him in writing of such determination and Employee shall cease such
        business, position or activity within sixty (60) days of receipt of such
        notice.
  **(e)**  **Location.** Employee’s
        primary duties shall be performed, among other places, primarily in Hong
        Kong
        and the United Kingdom. Employee acknowledges and agrees that Employee may
        be
        required to undertake a reasonable amount of travel in connection with the
        fulfillment of his duties to the Company hereunder.
  **Section
        3.**  **Term** **.** Employee’s continued employment shall be for no specific term or duration, and,
        subject to Section 6(a) below, may be terminated by the Company or by Employee
        on six (6) months’ written notice. The Company may also immediately (or
        thereafter) terminate Employee’s employment and provide Employee with his Base
        Salary (as defined below) payable during said notice period, in lieu of
        providing notice or upon receipt of notice from Employee, which Base Salary
        payment shall be in addition to severance, if any, due pursuant to Section
        7(b)
        below.
  2.
 **Section
        4.**  **Compensation
        And Benefits** **.** Until
        the
        termination of the Employee’s employment hereunder, in consideration for the
        services of Employee, the Company shall compensate Employee as follows:
  **(a)**  **Base
        Salary.** The
        Company shall pay Employee, in accordance with its then-current payroll
        practices and schedule, a base salary (“ **Base
        Salary** ”)
        in the
        amount of US$400,000, less required withholdings and deductions.
  **(b)**  **Bonus.** Employee
        is eligible to receive bonus compensation in addition to his Base Salary.
        The
        Board, in its sole discretion, shall determine whether to authorize payment,
        and
        the amount and payment date, of any such bonus.
  **(c)**  **Vacation.** Employee
        shall be entitled to twenty-five (25) days of paid vacation each year of
        employment, which shall accrue in equal amounts on the last day of each fiscal
        quarter. Employee’s total accrual of unused vacation days shall not exceed forty
        (40) days.
  **(d)**  **Insurance,
        Etc.** The
        Company shall provide accident, disability, life and health insurance (the
        “ **Benefits** ”)
        at its
        expense to Employee and his spouse, under group accident, travel, disability,
        life and health insurance plans (if any) maintained by the Company for its
        full-time, salaried, senior officer level employees (pursuant to the terms
        and
        conditions of such plans) as such employment benefits are modified from time
        to
        time by the Board for all full-time, salaried, senior officer level executives.
        The amount and extent of such coverage shall be subject to the discretion
        of the
        Board. The Company will also provide Employee with term life insurance with
        a
        death benefit of US$2,000,000.
  **(e)**  **Grant
        of Options.** At the
        sole discretion of the Board, Employee may from time to time be granted
        additional options to purchase American Depositary Shares of the
        Company.
  **(f)**  **Indemnification.** Employee,
        in connection with his employment and his service as an officer and/or director
        of the Company or any of its subsidiaries or other Affiliates, shall be
        indemnified under the laws of the jurisdiction in which each of the relevant
        entities is incorporated to the same extent as other senior executives of
        the
        Company are so indemnified. For the purpose of this Agreement, “Affiliate” means
        any person that, directly or indirectly, through one or more intermediaries,
        controls, or is controlled by, or is under common control with, the person
        specified. At all times during Employee’s employment, the Company shall maintain
        directors’ and officers’ liability insurance coverage covering
        Employee.
  **Section
        5.**  **Expenses** **.**
  **(a)**  The
        Company shall reimburse Employee for all reasonable business expenses in
        accordance with the Company’s policies, including, without limitation,
        telecommunications, travel, and entertainment expenses incurred by Employee
        in
        connection with the business of the Company, upon the presentation by Employee
        of appropriate documentation. Air travel by Employee shall be on a Business
        Class basis or, where approved by the Board, reasonably necessary or reasonably
        appropriate, First Class. Employee shall furnish documentation concerning
        such
        expenses to the Company in a manner and form as required by the
        Company.
  3.
 **(b)**  The
        Company agrees to provide to Employee at its sole expense:
  **(i)**  A
        luxury
        class automobile and all reasonable applicable insurance, maintenance and
        other
        operating costs thereof, or reimbursement to Employee of related costs, provided
        that the lease payments on such automobile payable or reimbursable by the
        Company hereunder shall not exceed US$1,250 per month in the
        aggregate.
  **(ii)**  A
        reserved parking place to the extent practicable, provided that the Company
        shall reimburse to Employee his parking expenses if the Company is unable
        to
        provide such parking place.
  **(iii)**  An
        annual
        physical examination for Employee and his spouse by a physician chosen by
        the
        Company.
  **(iv)**  All
        membership fees in any professional societies, associations or bodies
        appropriate to Employee’s position.
  **(c)**  The
        Company agrees to reimburse to Employee the reasonable professional fees
        and
        expenses of legal counsel incurred by Employee in connection with the
        negotiation and drafting of this Agreement, not in excess of
        US$3,000.
  **Section
        6.**  **Termination** **.** Employee’s employment shall continue until terminated pursuant to Section 3
        above, except if the employment of Employee shall earlier terminate as
        follows:
  **(a)**  **Termination
        for Cause.** Notwithstanding Section 3 above, and subject to any applicable notice and
        cure
        period provided below, the Company may terminate Employee’s employment
        immediately for “Cause.” For purposes of this Agreement, the term “ **Cause** ”
        shall
        mean any one or more of the following, as determined by the Board (excluding
        any
        vote of Employee):
  **(i)**  Employee
        shall have committed an act of misappropriation, embezzlement, fraud, or
        other
        similar intentional misconduct with respect to the Company’s business; or
  **(ii)**  Employee
        shall have been convicted by a court of competent jurisdiction of, or have
        pleaded guilty or nolo contendere to, any felony, or any misdemeanor involving
        moral turpitude, either of which materially affects the ability of Employee
        to
        perform his duties, obligations and responsibilities as set forth herein
        or the
        good name, goodwill or reputation of the Company; or
  **(iii)**  Employee
        shall have materially breached any one or more provisions of this Agreement
        and
        such breach shall not have been cured within thirty (30) days after written
        notice to Employee specifying the breach in reasonable detail; provided,
        however, that the foregoing opportunity to cure shall not apply if the Board
        reasonably determines that Employee’s breach is not capable of cure; or
  4.
 **(iv)**  Employee
        takes any action or omits to take any action, which act or omission Employee
        knew or reasonably should have known would likely be materially adverse to
        the
        business of the Company, or any of its Affiliates; or
  **(v)**  gross
        negligence by Employee in the performance of, or willful disregard by Employee
        of, his employment obligations or authority as set forth herein; or
  **(vi)**  Employee
        shall have refused to obey any lawful resolution or direction of the Board
        that
        is consistent with his duties hereunder, and such refusal shall have continued
        for a period of ten (10) days after written notice to Employee specifying
        such
        refusal in reasonable detail.
  **(b)**  **Resignation
        for Good Reason.** Subject
        to Section 3 above and any applicable notice and cure period, Employee may
        resign from his employment for “Good Reason.” For purposes of this Agreement,
“ **Good
        Reason** ”
        shall
        mean any one or more of the following:
  **(i)**  a
        material breach of this Agreement by the Company, which breach shall have
        continued for a period of thirty (30) days after written notice by Employee
        to
        the Board specifying the breach in reasonable detail; or
  **(ii)**  a
        material and substantial reduction in the authority, duties or responsibilities
        of Employee to a level below those associated with the position as described
        in
        Section 2 hereof, or material adverse change in Employee’s job title, or a
        material and detrimental alteration of the terms, conditions or scope of
        Employee’s employment, as described in that section, or a demotion or
        replacement of Employee, whether or not undertaken following a sale, merger,
        acquisition, consolidation or restructuring, and whether or not accompanied
        by a
        change in title or a reduction in salary or benefits; or
  **(iii)**  any
        reduction in Employee’s then-current Base Salary or other benefits provided
        hereunder, unless such reduction is consistent with Section 4(d); or
  **(iv)**  the
        failure of the Company to obtain an agreement reasonably satisfactory to
        Employee from any successor to assume and agree to perform this Agreement,
        as
        contemplated in Section 15(e) hereof or, if the business for which Employee’s
        services are principally performed is sold or transferred, the failure of
        the
        Company to obtain such an Agreement from the purchaser or transferee of such
        business.
  5.
 **(c)**  **Death
        or Disability.** Employee’s
        employment will be terminated immediately upon Employee’s death. In the event of
        Employee’s Disability, the Company agrees to continue payment of Employee’s Base
        Salary during his employment; provided, however, Employee’s employment may be
        terminated in accordance with applicable law by a vote of a majority of the
        Board if Employee remains Disabled for a period of more than six (6) months
        during any twelve (12) month period (“ **Disability** ”
        or
“ **Disabled** ”). Employee
        shall be Disabled if he has a physical or mental impairment as a result of
        which
        he is unable to perform the essential functions of his job with or without
        reasonable accommodation. In the event Employee’s employment is terminated due
        to Employee’s death or Disability, as provided in this section, Employee shall
        not be entitled to receive any further compensation or payments from the
        Company
        (except for any Base Salary due Employee for his services performed prior
        to the
        date Employee’s employment with the Company terminates and/or any previously
        awarded but unpaid bonus). Any vested options owned by Employee as of his
        death
        may pass to his heirs in accordance with and subject to applicable law, subject
        to such restrictions on exercise, transfer and the like as were applicable
        to
        Employee.
  **(d)**  **Notification
        of Termination.** Any
        termination by the Company (which, for purposes of this Section and Section
        7
        shall be deemed to include a termination by the Board) for Cause, or by Employee
        for Good Reason, shall be communicated by Notice of Termination to the other
        party given in accordance with Section 14(a) of this Agreement. For purposes
        of
        this Agreement, a “ **Notice
        of Termination** ”
        means a
        written notice which (i) indicates the specific termination provision in
        this
        Agreement relied upon, (ii) sets forth in reasonable detail the facts and
        circumstances claimed to provide a basis for termination of Employee’s
        employment under the provision so indicated and (iii) specifies the termination
        date (which date, in the case of termination for Good Reason, shall be not
        more
        than thirty (30) days after the giving of such notice). The failure by Employee
        or the Company to set forth in the Notice of Termination any fact or
        circumstance which contributes to a showing of Good Reason or Cause shall
        not
        waive any right of Employee or the Company, respectively, or preclude Employee
        or the Company, respectively, from asserting such fact or circumstance in
        enforcing Employee’s or the Company’s rights.
  In
        addition, Employee shall not be deemed to have been terminated for Cause
        unless
        and until there shall have been delivered to Employee a copy of a resolution
        duly adopted by the Board at a meeting of the Board called and held for such
        purpose (after reasonable notice to Employee and an opportunity for Employee
        to
        be heard before the Board), finding that in the good faith opinion of the
        Board,
        Employee was engaged in the conduct set forth in Section 6(a)(i), (ii), (iii),
        (iv), (v) or (vi).
  **Section
        7.**  **Certain
        Consequences Of Termination** **.**
  **(a)**  **Termination
        for Cause; Resignation without Good Reason.** If
        Employee’s employment shall be terminated by the Company for Cause or by
        Employee’s resignation without Good Reason, the Company shall pay Employee his
        Base Salary and provide his Benefits only through the date of termination.
        No
        compensation or benefits will accrue or be owed to Employee for any period
        after
        the effective date of termination. The Company will not accrue liability
        of any
        kind on account of such termination.
  6.
 **(b)**  **Termination
        Without Cause; Resignation for Good Reason.** If
        Employee’s employment shall be terminated by the Company without Cause or by
        Employee for Good Reason, the Company shall provide the following benefits
        (the
“ **Severance
        Benefits** ”),
        regardless of any income received by Employee pursuant to any new employment
        of
        Employee during the period of payment of any severance payments under this
        paragraph (b):
  **(i)**  pay
        Employee his Base Salary through the date of termination and, in addition,
        severance pay equal to six (6) months of his Base Salary. All of the foregoing
        payments of severance shall be payable in accordance with the Company’s standard
        payroll schedule;
  **(ii)**  continue
        to provide the Benefits (with an appropriate “gross up” sufficient to result in
        Employee’s having no net income tax liability for such Benefits) for a period
        equal to that during which severance payments continue to be made under this
        section, to the extent Employee is not eligible for similar coverage under
        the
        plan of another Employer; and
  **(iii)**  subject
        to applicable law, accelerate to the date of Employee’s termination the vesting
        of Employee’s stock options that would have vested during the six (6) month
        period immediately following the effective date of the termination of his
        employment.
  **(c)**  **Release.** Employee’s entitlement to the Severance Benefits shall be conditioned on his
        delivery to the Company of a signed, final and binding, full general release
        of
        claims in a form acceptable to the Company.
  **Section
        8.**  **Confidential
        Information** **.** Employee
        recognizes and acknowledges that certain assets of the Company and its
        Affiliates constitute Confidential Information. The term “Confidential
        Information” as used in this Agreement shall mean non-public information
        concerning financial data, strategic business plans, product development
        (or
        other proprietary product data), customer lists, marketing plans and other
        non-public, proprietary and confidential information of the Company or its
        Affiliates that is not otherwise available to the public (including, without
        limitation, information regarding clients, customers, pricing policies, methods
        of operation, proprietary computer programs, sales, products, profits, costs,
        markets, key personnel, formulae, product applications, technical processes,
        and
        trade secrets). Employee shall not, during or after his term of employment,
        use,
        or disclose all or any part of the Confidential Information to any person,
        firm,
        corporation, association, or any other entity, for any reason or purpose
        whatsoever, directly or indirectly, except as may be required pursuant to
        his
        employment hereunder, unless and until such Confidential Information becomes
        publicly available other than as a consequence of the breach by Employee
        of his
        confidentiality obligations hereunder. In the event of the termination of
        his
        employment, whether voluntary or involuntary and whether by the Company or
        Employee, or at any time upon the request of the Board, Employee shall return
        all property belonging to the Company or its Affiliates that are in Employee’s
        (or Employee’s heirs’ or personal representatives’) possession or control. In
        addition, Employee shall deliver to the Company all documents and materials
        containing Confidential Information and shall not take with him following
        his
        employment termination any documents, materials or data of any kind or any
        reproductions (in whole or in part) or extracts of any items containing,
        referring or relating to the Confidential Information.
  7.
 Notwithstanding
        the foregoing, in the event that Employee receives a request or is required
        (by
        deposition, interrogatory, request for documents, subpoena, civil investigative
        demand or similar process) to disclose all or any part of the Confidential
        Information, Employee agrees to (a) immediately notify the Company of the
        existence, terms and circumstances surrounding such request or requirement,
        (b)
        consult with the Company and its Affiliates on the advisability of taking
        legally available steps to resist or narrow such request or requirement,
        and (c)
        assist the Company and its Affiliates in seeking a protective order or other
        appropriate remedy. In the event that such protective order or other remedy
        is
        not obtained or that the Company waives Employee’s compliance with the
        provisions hereof, (i) Employee may disclose to any tribunal only that portion
        of the Confidential Information that Employee, as advised by counsel, is
        legally
        required to be disclosed and shall exercise his best efforts to obtain assurance
        that the disclosure will be treated confidentially and (ii) Employee shall
        not
        be liable for such disclosure unless disclosure to any such tribunal was
        caused
        by or resulted from a previous disclosure by Employee not permitted by this
        Agreement.
  **Section
        9.**  **Non-Competition** **.** During
        all periods of Employee’s employment with the Company or its Affiliates,
        Employee agrees that, without the prior written consent of the Board, he
        will
        not, directly or indirectly, either as a principal, manager, agent, consultant,
        officer, stockholder, partner, investor, employee or in any other capacity,
        carry on, be engaged in or have any financial interest in, any business entity
        that engages in (1) the production or marketing of die-cast or injection-molded
        products or scale models or books and specialty packaging or (2) any logical
        horizontal or vertical extensions of the production or marketing of such
        products, in each case in anywhere in the world where the Company or its
        Affiliates’ products are sold or distributed (the “ **Business** ”);
        provided, however, that Employee may own, directly or indirectly, solely
        as a
        passive investment, securities of any entity traded on any national securities
        exchange or automated quotation system if Employee is not a controlling Person
        of, or a member of a group which controls, such entity and does not, directly
        or
        indirectly, “beneficially own” (as defined in Rule 13d-3 of the Securities
        Exchange Act of 1934, as amended, without regard to the sixty (60) day period
        referred to in Rule 13d-3(d)(1)(i)) 5% or more of any class of securities
        of
        such entity. Employee hereby acknowledges and agrees that the foregoing
        restrictive covenant is reasonable in terms of temporal, geographic and subject
        matter scope.
  **Section
        10.**  **Non-Solicitation** **.** Employee
        acknowledges that, because of the nature of Employee’s work for the Company,
        Employee’s solicitation, serving or retention of certain customers, clients,
        vendors, suppliers, distributors or consultants (each such person or entity,
        a
“ **Customer
        or Supplier** ”)
        or
        employees related to Employee’s work for the Company and its Affiliates relating
        to the Business would necessarily involve the unauthorized use or disclosure
        of
        Confidential Information, and the proprietary relationships and goodwill
        of the
        Company and its Affiliates. Accordingly, for a period of two years following
        the
        termination of Employee’s employment with the Company, Employee shall not, with
        respect to the Business, directly or indirectly, solicit, provide services
        to or
        retain any Customer or Supplier of the Company or its Affiliates with which
        the
        Company or its Affiliates engaged in business transactions during the two-year
        period prior to termination of Employee’s employment with the Company, provided
        that the restrictions contained in this sentence shall only apply to those
        activities described in clauses (1) and (2) of Section 9. Employee further
        agrees that for a period of two years following the termination of Employee’s
        employment with the Company, Employee shall not, directly or indirectly,
        solicit, induce, or attempt to solicit or induce, any Customer or Supplier
        or
        employee to terminate his, her or its relationship with the Company (including
        its Affiliates) relating to the Business for any purpose, including the purpose
        of associating with or becoming a Customer or Supplier or employee, whether
        or
        not exclusive, of Employee or any entity of which Employee is or becomes
        a
        partner, stockholder, principal, member, officer, director, principal, agent,
        trustee or consultant, or otherwise solicit, induce, or attempt to solicit
        or
        induce any such Customer or Supplier or employee to terminate his, her or
        its
        relationship with the Company relating to the Business for any other purpose
        or
        no purpose.
  8.
 Each
        and
        every obligation under Sections 9 and 10 shall be treated as a separate
        obligation and shall be severally enforceable as such and in the event of
        any
        obligation or obligations being or becoming unenforceable in whole or in
        part,
        such part or parts as are unenforceable shall be deleted from Sections 9
        and 10
        and any such deletion shall not affect the enforceability of all such parts
        of
        Sections 9 and 10 as remain not so deleted.
  While
        the
        restrictions contained in Section 9 and 10 are considered by the parties
        to be
        reasonable in all the circumstances, it is recognized that restrictions of
        the
        nature in question may fail for technical reasons unforeseen and accordingly
        it
        is hereby agreed and declared that if any of such restrictions shall be adjudged
        to be void as going beyond what is reasonable in all the circumstances for
        the
        protection of the interests of the Company or the Employee but would be valid
        if
        part of the wording thereof were deleted or the periods thereof reduced or
        the
        range of activities or area dealt with thereby reduced in scope the said
        restriction shall apply with such modifications as may be necessary to make
        it
        valid and effective.
  **Section
        11.**  **Discoveries
        And Works** **.** All
        Discoveries and Works made or conceived by Employee during his employment
        by the
        Company, jointly or with others, that relate to the business of the Company
        or
        its Affiliates, shall be owned by the Company. The term “Discoveries and Works”
        includes, without limitation, trade secrets and other confidential information,
        patents and patent applications, trademarks and trademark registrations and
        applications, service marks and service mark registrations and applications,
        trade names, copyrights and copyright registrations and applications. Employee
        shall (a) promptly notify, make full disclosure to, and execute and deliver
        any
        documents requested by, the Company, to evidence or better assure title to
        Discoveries and Works in the Company, as so requested, (b) renounce any and
        all
        claims, including, but not limited to, claims of ownership and royalty, with
        respect to all Discoveries and Works and all other property owned or licensed
        by
        the Company or its Affiliates, (c) assist the Company and its Affiliates
        in
        obtaining or maintaining for itself at its own expense patents, copyrights,
        trade secret protection or other protection of any and all Discoveries and
        Works, and (d) promptly execute, whether during his employment with the Company
        or thereafter, all applications or other endorsements necessary or appropriate
        to maintain patents and other rights for the Company and its Affiliates and
        to
        protect the title of the Company and its Affiliates thereto, including, but
        not
        limited to, assignments of such patents and other rights. Employee acknowledges
        that all Discoveries and Works shall be deemed “works made for hire” under the
        U.S. Copyright Act of 1976, as amended.
  **(a)**  Employee
        has provided on Schedule B hereto a list describing all inventions, original
        works of authorship, developments, improvements, and trade secrets which
        were
        made by Employee prior to employment with the Company, which belong to Employee
        alone or jointly with others, which relate to the Company’s or its Affiliates’
        business, products or research and development, and which are not assigned
        to
        the Company or its Affiliates. If “none” is stated on Schedule B, Employee
        therefore represents that there are no such inventions, works of authorship,
        developments, improvements or trade secrets.
  9.
 **(b)**  Employee
        understands that the provisions of this Agreement requiring assignment to
        the
        Company or its Affiliates do not apply to any invention made by an employee
        of
        the Company which qualifies fully under the provisions of Section 2870 of
        the
        California Labor Code which provides:
  (a)  Any
        provision in an employment agreement which provides that an employee shall
        assign, or offer to assign, any of his or her rights in an invention to his
        or
        her employer shall not apply to an invention that the employee developed
        entirely on his or her own time without using the employer’s equipment,
        supplies, facilities, or trade secret information except for those inventions
        that either:
  (1)  Relate
        at
        the time of conception or reduction to practice of the invention to the
        employer’s business, or actual or demonstrably anticipated research or
        development of the employer; or
  (2)  Result
        from any work performed by the employee for the employer.
  (b)  To
        the
        extent a provision in an employment agreement purports to require an employee
        to
        assign an invention otherwise excluded from being required to be assigned
        under
        Subdivision (a), the provision is against the public policy of this state
        and is
        against the public policy of this state and is unenforceable.
  Employee
        agrees to advise the Company promptly in writing of any inventions that he
        believes meet the criteria of Section 2870 of the California Labor Code,
        and
        will also provide at that time to the Company in writing all evidence necessary
        to substantiate that belief. the Company will keep in confidence and will
        not
        disclose to third parties without Employee’s consent any confidential
        information disclosed in writing to the Company relating to inventions that
        qualify fully under the provisions of Section 2870 of the California Labor
        Code.
  **Section
        12.**  **Remedies** **.** Employee
        agrees that any breach of the covenants contained in Section 9, 10, or 11
        would
        irreparably injure the Company. Accordingly,
        the Company may, pending the commencement and/or outcome of any arbitration
        pursuant to Section 13 below, in addition to pursuing any other remedies
        it may
        have in law or in equity, obtain an injunction against Employee from any
        court
        having jurisdiction over the matter, restraining any threatened or further
        violation of Section 9, 10 or 11 by Employee.
  10.
 **Section
        13.**  **Dispute
        Resolution.** To ensure rapid and economical resolution of any and all disputes that might
        arise in connection with this Agreement, Employee and the Company agree that
        any
        dispute or controversy arising under or in connection with this Agreement
        shall
        be resolved exclusively first, by mediation using a mediator mutually selected
        from Judicial Arbitration and Mediation Services (“ **JAMS** ”),
        and if not thereby resolved, by arbitration conducted before a mutually selected
        JAMS arbitrator or other mutually selected arbitrator, in San Francisco,
        California in accordance with the applicable rules of JAMS then in effect.
        The
        decision of the arbitrator will be final and binding upon the parties hereto.
        Judgment may be entered on the arbitrator’s award in any court having
        jurisdiction.
  **Section
        14.**  **General** **.**
  **(a)**  **Notices.** All
        notices and other communications hereunder shall be in writing, and shall
        be
        deemed to have been duly given if delivered personally or if sent by overnight
        courier or by certified mail, return receipt requested, postage prepaid,
        or
        transmitted by facsimile transmission, to the other party at the address
        sent
        forth below:
  If
                    to the Company, to:
                Leo
                    Paul Koulosc/o
                    Zindart Limited1203
                    East Wing, New World Office Building24
                    Salisbury RoadTsimshatsui,
                    KowloonHong
                    KongTelephone:
                    (852) 2256 6000Facsimile:
                    (852) 2664 7066If
                    to Employee, to:
                Peter
                    A. J. GardinerLinden
                    Park Hawick TD985URoxburghshire,
                    ScotlandTelephone:
                    01450 376430Facsimile:
                    01450 370275
   Any
        such
        notice shall be effective (i) if delivered personally, when received, (ii)
        if
        sent by overnight courier, when receipted for, (iii) if mailed, five (5)
        days
        after mailing and (iv) if by facsimile, when electronically confirmed by
        the
        sender.
  **(b)**  **Severability.** If
        any
        provision of this Agreement is or becomes invalid, illegal or unenforceable
        in
        any respect under any law, the validity, legality or enforceability of the
        remaining provisions hereof shall not in any way be affected or
        impaired.
  **(c)**  **Waivers.** No
        delay
        or omission by either party hereto in exercising any right, power, or privilege
        hereunder shall impair such right, power, or privilege, nor shall any single
        or
        partial exercise of any such right, power, or privilege preclude any further
        exercise thereof or the exercise of any other right, power, or
        privilege.
  **(d)**  **Counterparts.** This
        Agreement may be executed in multiple counterparts, each of which shall be
        deemed an original, but all of which together shall constitute one and the
        same
        instrument.
  11.
 **(e)**  **Successors
        and Assigns.** This
        Agreement shall be binding upon and inure to the benefit of the Company’s
        successors and Employee’s personal or legal representatives, executors,
        administrators, heirs, distributees, devisees and legatees. This Agreement
        shall
        not be assignable by Employee, it being understood and agreed that this is
        a
        contract for Employee’s personal services. This
        Agreement shall not be assignable by the Company except in connection with
        a
        Change of Control or a transaction involving the succession by a third party
        to
        all or substantially all of the Company’s business and/or assets (whether direct
        or indirect and whether by purchase, merger, consolidation, liquidation or
        otherwise), in which case the Company shall require any such successor to
        assume
        this Agreement and expressly agree to perform this Agreement in the same
        manner
        and to the same extent as the Company would be required to perform it in
        the
        absence of a succession. For all purposes under this Agreement, the term
        “ **Employer** ”
        shall include any successor to the Company’s business and/or assets as aforesaid
        which assumes and agrees to perform this Agreement by operation of law, or
        otherwise.
  For
        purposes of this Agreement “ **Change
        of Control** ”
        shall mean (a) the acquisition of fifty (50) percent or more of each class
        of
        the outstanding shares of the Company by a third party which is not an Affiliate
        of the Company, (b) a merger, consolidation or other reorganization of the
        Company (other than reincorporation), if after giving effect to such merger,
        consolidation, or other reorganization, the shareholders of the Company
        immediately prior to such merger, consolidation, or other reorganization
        do not
        represent a majority in interest of the holders of voting securities (on
        a fully
        diluted basis) with the ordinary power to elect directors of the surviving
        entity after such merger, consolidation or other reorganization, or (c) the
        sale
        of all or substantially all of the assets of the Company to a third party
        who is
        not an Affiliate of the Company.
  **(f)**  **Survivorship.** The
        respective rights and obligations of the parties hereunder, including but
        not
        limited to Employee’s obligations under Section 9, 10 and 11 above, shall
        survive any termination of this Agreement to the extent necessary to the
        intended preservation of such rights and obligations.
  **(g)**  **Each
        Party the Drafter.** This
        Agreement and the provisions contained in it shall not be construed or
        interpreted for or against any party to this Agreement because that party
        drafted or caused to be drafted any of its provisions.
  **(h)**  **Headings.** All
        descriptive headings to sections and paragraphs in this Agreement are intended
        solely for convenience, and no provision of this Agreement is to be construed
        by
        reference to the heading of any section or paragraph.
  **(i)**  **Entire
        Agreement.** This
        Agreement, and any and all stock option agreements between the Company and
        Employee, contain the entire understanding of the parties, supersede all
        prior
        agreements and understandings relating to the subject matters hereof, including
        without limitation the Employment Agreement and the Separation and Consulting
        Agreement, and shall not be amended except by a written instrument hereafter
        signed by each of the parties.
  12.
 **(j)**  This
        Agreement will be deemed to have been entered into and will be construed
        and
        enforced in accordance with the laws of Hong Kong.
  **In
        Witness Whereof** ,
        and intending to be legally bound hereby, the parties hereto have caused
        this
        Agreement to be duly executed as of the date and year first above
        written.
  ****
              ********
              /s/
                Peter A.J. Gardiner
                **PETER
                A.J. GARDINER****ZINDART LIMITED,**a
                Hong Kong CorporationBy:
              /s/ Leo
                Paul KoulosLeo
                Paul KoulosDuly
                authorized member of the Board of
                Directors