and place aredesignated as the “Initial Closing”). In the event there is more than one closing, theterm “Closing” shall apply to each such closing, unless otherwise specified herein               At each Closing, the Company shall deliver to each Investor the Note to be purchased by suchInvestor against (1) payment of the purchase price therefor by check payable to the Company or bywire transfer to a bank designated by the Company, (2) delivery of counterpart signature pages tothis Agreement and the Note, and (3) delivery of a validly completed and executed IRS Form W-8 BENor IRS Form W-9, as applicable, establishing such Investor’s exemption from withholding tax, whichforms are attached to this Agreement as Exhibit C.               Until the earlier of (A) such time as the aggregate amount of principal indebtedness evidencedby the Notes equals a total of $3,000,000, or (B) November 16, 2007 from the date hereof, theCompany may sell additional Notes to such persons or entities as determined by the Company, or toany Investor who desires to acquire additional Notes. All such sales shall be made on the terms andconditions set forth in this Agreement. For purposes of this Agreement, and all other agreementscontemplated hereby, any additional Investor so acquiring Notes shall be deemed to be a “Investor”for purposes of this Agreement, and any notes and so acquired such additional purchaser shall bedeemed to be “Notes” and “Securities” as applicable**.**     1.3 Each Investor understands and agrees that the conversion of the Notes into ADS of theCompany will require such Investor’s execution of certain agreements relating to the purchase andsale of such securities as well as any rights relating to such equity securities.2. Representations and Warranties of the Company. The Company hereby represents andwarrants to each Investor that:     2.1 Organization, Good Standing and Qualification. The Company is a corporation dulyorganized, validly existing and in good standing under the laws of Hong Kong and has all requisitecorporate power and authority to carry on its business as now conducted and as proposed to beconducted. The Company is duly qualified to transact business and is in good standing in eachjurisdiction in which the failure so to qualify would have a material adverse effect on itsbusiness or properties.     2.2 Authorization. All corporate action on the part of the Company, its officers anddirectors necessary for the authorization, execution and delivery of this Agreement and theauthorization, sale, issuance and delivery of the Notes and the Warrants, the shares of theCompany’s capital stock issuable on conversion of the Notes or ADS issuable upon exercise of theWarrants, and the performance of all obligations of the Company hereunder and thereunder has beentaken or will be taken prior to the closing date. The Agreement, the Notes, and the Warrants, whenexecuted and delivered by the Company, shall constitute valid and legally binding obligations ofthe Company, enforceable against the Company in accordance with their respective terms except aslimited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance,and other laws of general application affecting enforcementof creditors’ rights generally, and as limited by laws relating to the availability ofspecific performance, injunctive relief, or other equitable remedies.
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     2.3 Delivery of SEC Filings; Business. The Company has made available to theInvestors through the EDGAR system true and complete copies of the Company’s most recent AnnualReport on Form 20-F for the fiscal year ended March 31, 2007 (the “20-F”), and all other reportsfiled by the Company pursuant to the 1934 Act since the filing of the 20-F and prior to the datehereof (collectively, the “SEC Filings”). The SEC Filings are the only filings required of theCompany pursuant to the 1934 Act for such period. The Company and its Subsidiaries are engaged inall material respects only in the business described in the SEC Filings and the SEC Filings containa complete and accurate description in all material respects of the business of the Company and itsSubsidiaries, taken as a whole.     2.4 Use of Proceeds. The net proceeds of the sale of the Notes and the Warrantshereunder shall be used by the Company to repay indebtedness and for working capital and generalcorporate purposes.3. Representations and Warranties of the Investors. As of the Initial Closing, each of theInvestors hereby severally, and not jointly, represents and warrants to the Company that:     3.1 Organization and Existence. If such Investor is not a natural person, suchInvestor is a validly existing corporation, limited partnership or limited liability company andhas all requisite corporate, partnership or limited liability company power and authority to investin the securities issuable pursuant to this Agreement.     3.2 Authorization. The execution, delivery and performance by such Investor of theTransaction Documents to which such Investor is a party have been duly authorized and will eachconstitute the valid and legally binding obligation of such Investor, enforceable against suchInvestor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulenttransfer, reorganization, moratorium and similar laws of general applicability, relating to oraffecting creditors’ rights generally.     3.3 Purchase Entirely for Own Account. The Notes, the Warrants and the ADSs issuableupon conversion or exercise thereof (the “Securities”), will be acquired for suchInvestor’s own account, not as nominee or agent, and not with a view to the resale or distributionof any part thereof in violation of the 1933 Act, and such Investor has no present intention ofselling, granting any participation in, or otherwise distributing the same in violation of the 1933Act without prejudice, however, to such Investor’s right at all times to sell or otherwise disposeof all or any part of such Securities in compliance with applicable federal and state securitieslaws**.**Nothing contained herein shall be deemed a representation or warranty by such Investor tohold the Securities for any period of time. Such Investor is not a broker-dealer registered withthe SEC under the 1934 Act or an entity engaged in a business that would require it to be soregistered.     3.4 Investment Experience. Such Investor acknowledges that it can bear the economicrisk and complete loss of its investment in the Securities and has such knowledge and experience infinancial or business matters that it is capable of evaluating the merits and risks of     3.5 Disclosure of Information. Such Investor has had an opportunity to receive allinformation related to the Company requested by it and to ask questions of and receive answers
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from the Company regarding the Company, its business and the terms and conditions of the offering of theSecurities. Such Investor acknowledges receipt of copies of the SEC Filings. Neither suchinquiries nor any other due diligence investigation conducted by such Investor shall modify, limitor otherwise affect such Investor’s right to rely on the Company’s representations and warrantiescontained in this Agreement.     3.6 Restricted Securities. Such Investor understands that the Securities arecharacterized as “restricted securities” under the U.S. federal securities laws inasmuch as theyare being acquired from the Company in a transaction not involving a public offering and that undersuch laws and applicable regulations such Securities may be resold without registration under the1933 Act only in certain limited circumstances.     3.7 Legends. It is understood that, except as provided below, certificates evidencingthe Securities may bear the following or any similar legend:          (a) “**The securities represented hereby may not be transferred unless (i) such securities havebeen registered for sale pursuant to the Securities Act of 1933, as amended, (ii) such securitiesmay be sold pursuant to Rule 144(k), or (iii) the Company has received an opinion of counselreasonably satisfactory to it that such transfer may lawfully be made without registration underthe Securities Act of 1933 or qualification under applicable state securities laws.”**          (b) If required by the authorities of any state in connection with the issuance of sale of theSecurities, the legend required by such state authority.     3.8 Accredited Investor. Such Investor is an accredited investor as defined in Rule501(a) of Regulation D, as amended, under the 1933 Act.     3.9 No General Solicitation. Such Investor did not learn of the investment in theSecurities as a result of any general solicitation or general advertising.     3.10 Brokers and Finders. No Person will have, as a result of the transactionscontemplated by the Transaction Documents, any valid right, interest or claim against or upon theCompany, any Subsidiary or an Investor for any commission, fee or other compensation pursuant toany agreement, arrangement or understanding entered into by or on behalf of such Investor.     3.11 Transferees Bound. Each Investor agrees that prior to registration of the ADS orthe Notes, it will not transfer such securities of the Company unless each transferee agrees inwriting to be bound by all of the provisions of this Agreement.     3.12 Foreign Investors. If an Investor is not a United States person (as defined byRule 902(k) under the Securities Act), such Purchaser hereby represents that it has satisfieditself as to the full observance of the laws of its jurisdiction in connection with any invitationto subscribe for the securities or any use of this Agreement, including (i) the legal requirementswithin its jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictionsapplicable tosuch purchase, (iii) any governmental or other consents that may need to be obtained and (iv)the income tax and other tax consequences, if any, that may be relevant to the purchase, holding,
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redemption, sale or transfer of the Securities. Such Investor’s subscription and payment for, andhis or her continued beneficial ownership of the securities issued hereunder, will not violate anyapplicable securities or other laws of the Investor’s jurisdiction. Such Investor also herebyrepresents that such Purchaser is not a “10-percent shareholder” as defined in Section 871(h) ofthe Internal Revenue Code.     3.13  Prohibited Transactions. During the last thirty (30) days prior to the datehereof, neither such Investor nor any affiliate of such Investor which (x) had knowledge of thetransactions contemplated hereby, (y) has or shares discretion relating to such Investor’sinvestments or trading or information concerning such Investor’s investments, including in respectof the securities, or (z) is subject to such Investor’s review or input concerning such affiliate’sinvestments or trading (collectively, “Trading Affiliates”) has, directly or indirectly, effectedor agreed to effect any short sale, whether or not against the box, established any “put equivalentposition” (as defined in Rule 16a-1(h) under the 1934 Act) with respect to the ADSs or the OrdinaryShares, granted any other right (including, without limitation, any put or call option) withrespect to the ADSs or the Ordinary Shares or with respect to any security that includes, relatesto or derived any significant part of its value from the ADSs or the Ordinary Shares or otherwisesought to hedge its position in the Securities (each, a “Prohibited Transaction”). Prior to theInitial Closing, such Investor shall not, and shall cause its Trading Affiliates not to, engage,directly or indirectly, in a Prohibited Transaction. Such Investor acknowledges that therepresentations, warranties and covenants contained in this Section are being made for the benefitof the Investors as well as the Company and that each of the other Investors shall have anindependent right to assert any claims against such Investor arising out of any breach or violationof the provisions of this Section**.**4. Miscellaneous.     4.1 Successors and Assigns. This Agreement may not be assigned by a party heretowithout the prior written consent of the Company or the Investors.     4.2 Counterparts; Faxes. This Agreement may be executed in two or more counterparts,each of which shall be deemed an original, but all of which together shall constitute one and thesame instrument. This Agreement may also be executed via facsimile, which shall be deemed anoriginal.     4.3 Titles and Subtitles. The titles and subtitles used in this Agreement are usedfor convenience only and are not to be considered in construing or interpreting this Agreement.     4.4 Amendments and Waivers. Any term of this Agreement may be amended and theobservance of any term of this Agreement may be waived (either generally or in a particularinstance and either retroactively or prospectively), only with the written consent of the Companyand the Investors. Any amendment or waiver effected in accordance with this paragraph shall bebinding upon each holder of any Securities purchased under this Agreement at the time outstanding,each future holder of all such Securities, and the Company.
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     4.5 Publicity. Except as set forth below, no public release or announcementconcerning the transactions contemplated hereby shall be issued by the Investors without the priorconsent of the Company.     4.6 Entire Agreement. This Agreement, including the Exhibits constitutes the entireagreement among the parties hereof with respect to the subject matter hereof and thereof andsupersedes all prior agreements and understandings, both oral and written, between the parties withrespect to the subject matter hereof and thereof.     4.7 Further Assurances. The parties shall execute and deliver all such furtherinstruments and documents and take all such other actions as may reasonably be required to carryout the transactions contemplated hereby and to evidence the fulfillment of the agreements hereincontained.     4.8 Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreementshall be governed by, and construed in accordance with, the internal laws of the State of New Yorkwithout regard to the choice of law principles thereof.     4.9 Registration of ADS. The Company agrees to use commercially reasonable efforts tofile a registration statement to register the ADS issuable upon exercise of the Warrants or issuedupon conversion of the Notes (the “Registration Statement”), to be filed within 120 daysfollowing issuance of such ADSs and make the Registration Statement declared effective within 120days thereafter.     4.10 Independent Nature of Investors’ Obligations and Rights. The obligations of eachInvestor are several and not joint with the obligations of any other Investor, and no Investorshall be responsible in any way for the performance of the obligations of any other Investor. Thedecision of each Investor to purchase the Notes and Warrants has been made by such Investorindependently of any other Investor. Nothing contained herein and no action taken by any Investorpursuant thereto, shall be deemed to constitute the Investors as a partnership, an association, ajoint venture or any other kind of entity, or create a presumption that the Investors are in anyway acting in concert or as a group with respect to such obligations or the transactionscontemplated hereby. Each Investor acknowledges that no other Investor has acted as agent for suchInvestor in connection with making its investment hereunder and that no Investor will be acting asagent of such Investor in connection with monitoring its investment in the Securities or enforcingits rights under the Transaction Documents. Each Investor shall be entitled to independentlyprotect and enforce its rights, including, without limitation, the rights arising out of thisAgreement and it shall not be necessary for any other Investor to be joined as an additional partyin any proceeding for such purpose.[signature page follows]
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     IN WITNESS WHEREOF, the parties have executed this Agreement or caused their duly authorizedofficers to execute this Agreement as of the date first above written.       The Company: CORGI INTERNATIONAL LIMITED           By:             Name: Jack Lawrence    Title: Chief Financial Officer  *[Purchase Agreement Signature Page]*
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   INVESTOR       Principal Note Value: $300,000     Number of initial Warrants: 30,000  [1 warrant for each $10 of Notes]      Michel Cookson  2785 West Dry Creek Road  Healdsburg, CA 95448  *[Purchase Agreement Signature Page]*
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   INVESTOR       Principal Note Value: $99,960.00     Number of initial Warrants: 9,996  [1 warrant for each $10 of Notes]      JOHN CLOUGH     Flat 12/C, Tower 12,  South Horizons  Ap Lei Chau,  HONG KONG  *[Purchase Agreement Signature Page]*
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   INVESTOR       Principal Note Value: $100,000.00   Leo Paul & D. Virginia Koulos TRSU/T/A Dated 05/29/98 The KoulosTrust Number of initial Warrants: 10,000[1 warrant for each $10 of Notes]      Leo Paul Koulos, Trustee  C/O The Shemano Group, Inc.  601 California Street, Suite #1150  San Francisco, CA 94108  *[Purchase Agreement Signature Page]*
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   INVESTOR       Principal Note Value: $60,000     Number of initial Warrants: 6,000  [1 warrant for each $10 of Notes]      Robert E Esterbrook  142 Evington Lane  Leicester  LE5 6DG  UK  *[Purchase Agreement Signature Page]*
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   INVESTOR       Principal Note Value: $100,000     Number of initial Warrants: 10000  [1 warrant for each $10 of Notes]      Denis E Horton  31 Bedford Road  Northwood  Middlesex  UK  HA6 2AY  *[Purchase Agreement Signature Page]*
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   INVESTOR       Principal Note Value: $41,600     Number of initial Warrants: 4,160  [1 warrant for each $10 of Notes]      David W. Strelitz  39 Eton Avenue  Flat 3  London NW33EP  UK  *[Purchase Agreement Signature Page]*
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   INVESTOR       Principal Note Value: $75,000     Number of initial Warrants: 7500  [1 warrant for each $10 of Notes]      Darren Epstein  4 Waterside  Shenley Hill  Radlett  WD7 7D4  *[Purchase Agreement Signature Page]*
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   INVESTOR  Consor Capital I, LP       Principal Note Value: $200,000     Number of initial Warrants: 20,000  [1 warrant for each $10 of Notes]      Josh Huffard  Manager of the G.P., Consor Capital LLC  495 Gate Five Road, Suite 32C  Sausalito, CA 94965  *[Purchase Agreement Signature Page]*
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EXHIBIT AFORM OF NOTE
 

 
     THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIESACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH,THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT ANEFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TOTHE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.**BRIDGE PROMISSORY NOTE**$                                         November ___, 2007  Hong Kong, China     For value received, Corgi International Limited, a Hong Kong corporation (the“Company”), promises to pay to                                          (the “Holder”), the principalsum of                                        Dollars ($                                        ). Interest shall accrue from the date ofthis Note on the unpaid principal amount at a rate equal to 15.0% per annum, compounded annually;provided, that if the unpaid principal amount of the Note is not paid in full by 5:00 p.m.on the 90th day from the date hereof, then the interest rate shall automatically increase to 25%per annum. In the event that, contrary to the intent of the Holder and the Company, the Companypays interest under this Note and it is determined that such interest rate was in excess of thethen legal maximum rate, then that portion of the interest payment representing an amount in excessof the then legal maximum rate shall be deemed a payment of principal and applied against theprincipal then due under this Note. This Note is one of a series of Bridge Promissory Notescontaining substantially identical terms and conditions issued pursuant to that certain ConvertiblePromissory Note Purchase Agreement dated as of November___, 2007 by and among the Company, theHolder and certain other parties (the “Purchase Agreement”). Such Notes are referred toherein as the “Notes,” and the holders thereof are referred to herein as the“Holders.” This Note is subject to the following terms and conditions.     1. **Maturity****.**Unless converted as provided in Section 2, this Note will automaticallymature and be due and payable on the one year anniversary of the date hereof (the “MaturityDate”). Subject to Section 2 below, interest shall accrue on this Note but shall not be dueand payable until the Maturity Date. Notwithstanding the foregoing, the entire unpaid principalsum of this Note, together with accrued and unpaid interest thereon, shall become immediately dueand payable upon the execution by the Company of a general assignment for the benefit of creditors,the filing by or against the Company of a petition in bankruptcy or any petition for relief underthe federal bankruptcy act or the continuation of such petition without dismissal for a period of90 days or more, the appointment of a receiver or trustee to take possession of the property orassets of the Company or the sale, transfer or license of all or substantially all of assets of theCompany to a third party or an affiliate or the sale of more than 50% of the outstanding capitalstock of the Company to a third party.
 

 
2. **Conversion****.**          (a) **Election by the Holder if Note Not Paid on or before the 90th day from the Datehereof****.**If the outstanding principal amount of the Note has not been paid by 5:00 p.m. (SanFrancisco time) on the 90th day after the date hereof, then at any time thereafter until therepayment of the outstanding principal amount of the Note, upon written notice by the Holder to theCompany, the outstanding principal and any accrued and unpaid interest then accrued on the Note maybe automatically converted into ADSs of the Company at $3.50 per ADS (the “Conversion Price”) withthe number of ADS rounded down to the nearest whole ADS; provided, however that if the Companycloses an equity financing for the sale of ADS prior to the repayment or conversion of the Notes ata price per ADS of less then $3.50 per ADS or the Conversion Price then effect, then the ConversionPrice shall be automatically reduced to the price per ADS sold in such equity financing; providedfurther that any issuance of ADS in connection with the exercise of employee options, outstandingwarrants or new warrants issued in connection with a loan or lease shall not be deemed to be anequity financing and shall not constitute an event requiring an adjustment to the Conversion Price.In the event the number of ADS to be issued in connection with the conversion hereof is roundeddown, the Company shall promptly pay the value of the fractional share to the Holder assuming thefractional share value at the Conversion Price.          (b) **Mechanics and Effect of Conversion****.**No fractional ADS of the Company will beissued upon conversion of this Note. In lieu of any fractional share to which the Holder wouldotherwise be entitled, the Company will pay to the Holder in cash the amount of the unconvertedprincipal and interest balance of this Note that would otherwise be converted into such fractionalshare. Upon conversion of this Note pursuant to this Section 2, the Holder shall surrender thisNote (or a Lost Note Affidavit), duly endorsed, at the principal offices of the Company or anytransfer agent of the Company and sign all applicable documents, including any requested by theCompany to evidence the conversion of the Note into ADA. At its expense, the Company will, as soonas practicable thereafter, cause the issuance of and delivery to such Holder, at such principaloffice, a certificate or certificates for the number of ADS to which such Holder is entitled uponsuch conversion, together with any other securities and property to which the Holder is entitledupon such conversion under the terms of this Note, including a check payable to the Holder for anycash amounts payable as described herein. Upon conversion of this Note, the Company will beforever released from all of its obligations and liabilities under this Note with regard to thatportion of the principal amount and accrued interest being converted including without limitationthe obligation to pay such portion of the principal amount and accrued interest.     3. **Payment; Prepayment****.**All payments shall be made in lawful money of the UnitedStates of America at such place as the Holder hereof may from time to time designate in writing tothe Company and shall be made on a pro rata basis among all of the Notes. Payment shall becredited first to the accrued interest then due and payable and the remainder applied to principal.Except as contemplated by the conversion hereof, the principal and interest of the Notes may beprepaid at any time, in full or in part. The Company hereby agrees to use the proceeds from anyfinancing from ADM Capital Europe LLP to repay the Notes. After the 90
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day from the date hereof, the Company shall provide the Holder one business day notice ofpayment of the Note to permit the Holder the ability to convert the Note as set forth in Section 2above.     4. **Transfer; Successors and Assigns****.**The terms and conditions of this Note shallinure to the benefit of and be binding upon the respective successors and assigns of the parties.Notwithstanding the foregoing, the Holder may not assign, pledge, or otherwise transfer this Notewithout the prior written consent of the Company not to be unreasonably withheld, except fortransfers to affiliates that agree in writing to be bound by the terms of the Purchase Agreement.Subject to the preceding sentence, this Note may be transferred only upon surrender of the originalNote for registration of transfer, duly endorsed, or accompanied by a duly executed writteninstrument of transfer in form satisfactory to the Company. Thereupon, a new note for the sameprincipal amount and interest will be issued to, and registered in the name of, the transferee.Interest and principal are payable only to the registered holder of this Note.     5. **Governing Law****.**This Note and all acts and transactions pursuant hereto and therights and obligations of the parties hereto shall be governed, construed and interpreted inaccordance with the laws of the State of New York, without giving effect to principles of conflictsof law.     6. **Notices****.**Any notice required or permitted by this Agreement shall be in writingand shall be deemed sufficient upon receipt, when delivered personally or by courier, overnightdelivery service or confirmed facsimile, in each case, during normal business hours, or five daysafter being deposited in the U.S. mail as certified or registered mail with postage prepaid, ifsuch notice is addressed to the party to be notified at such party’s address or facsimile number asset forth below or as subsequently modified by written notice.     7. **Amendments and Waivers****.**Any term of this Note may be amended only with the writtenconsent of the Company and the Noteholders holding 50% of the principal amount of the Notes. Anyamendment or waiver effected in accordance with this Section 7 shall be binding upon the Company,each Holder and each transferee of any Note.     8. **Employees, Officers and Directors Not Liable****.**In no event shall any employee,officer, or director of the Company be liable for any amounts due or payable pursuant to this Note.     9. **Counterparts****.**This Note may be executed in counterparts, each of which will bedeemed to be an original and all of which together will constitute a single agreement.     10. **Action to Collect on Note**. If action is instituted to collect on this Note, theCompany promises to pay all costs and expenses, including reasonable attorney’s fees, incurred inconnection with such action.     11. **Loss of Note**. Upon receipt by the Company of evidence satisfactory to it of theloss, theft, destruction or mutilation of this Note or any Note exchanged for it, and indemnitysatisfactory to the Company (in case of loss, theft or destruction) or surrender and cancellationof such Note (in the case of mutilation), the Company will make and deliver in lieu of such Note anew Note of like tenor.
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     12. **No Security Interest**. This Note will be an unsecured obligation of the Company.[Signature page follows]
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      **COMPANY:**