**CORGI
      INTERNATIONAL LIMITED**




**EXECUTIVE
      EMPLOYMENT AGREEMENT AMENDMENT**




**FOR**




**GEORGE
      B. VOLANAKIS**




This
      Executive Employment Agreement Amendment (“Amendment”) is entered into as of
      September 26, 2005 (the “Amendment Date”), by and between George B. Volanakis
      (“Executive”) and Corgi International Limited, formerly known as Zindart
      Limited, a Hong Kong corporation (the “Company,” and together with its
      subsidiaries, the “Group”).




**Whereas** ,
      the
      Group and Executive are parties to an Executive Employment Agreement dated
      February 13, 2004 (the “Agreement”); and




**Whereas** ,
      the
      Group and Executive mutually desire to amend the 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.**  **Definitions.**




**1.1**  **Contractual
      Terms.** All
      terms within this Amendment have the same meaning as defined in the Agreement,
      unless specifically defined otherwise.




**1.2**  **Entire
      Agreement.** This
      Amendment, together with the Agreement and Proprietary Information Agreement,
      constitutes the entire agreement between Executive and the Group. Except as
      specifically agreed herein, terms of the Agreement remain in effect and are
      unchanged.




**2.**  **Employment
      by the Group.**




**2.1**  **Title
      and Responsibilities.** In
      addition to the title and responsibilities stated in the Agreement, the Company
      agrees to employ Executive in the position of Chief Executive Officer, and
      Executive hereby accepts such employment, effective as of the Amendment Date.
      Executive will report directly to the Chairman of the Group (the
“Chairman”).




**3.**  **Compensation
      and Benefits.**




**3.1**  **Bonus
      Compensation.** Executive shall be eligible to receive a bonus payment of up to fifty percent
      (50%) of his base salary, subject to the Group’s satisfactory attainment of
      financial goals and bonus plan to be presented by the executive for approval
      by
      the Compensation Committee of the Company’s Board of Directors (the
“Compensation Committee”) no later than March 1 of each year.









**3.2**  **Stock;
      Stock Option.** The
      Compensation Committee shall grant Executive an option to purchase Two Hundred
      Thousand (200,000) American Depositary Shares of the Company (the “Second
      Option”) at the fair market value of said shares on the date of the grant. The
      Second Option shall vest over a six (6) month period, assuming Executive remains
      employed with the Group during such period. The Second Option will be governed
      by the terms of the Group’s employee stock option plan and the Group’s standard
      form of stock option agreement issued thereunder.




**4.**  **Term;
      Termination Of Employment.**




**4.1**  **Term.** Unless
      terminated earlier, this agreement will terminate on the date of the Company’s
      annual general shareholders meeting (“AGM”), and will be reviewed for renewal by
      the Compensation Committee 120 days prior to the AGM. Executive’s employment
      with the Company will continue to be at will, as set forth in the
      Agreement.




**4.2**  **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 to a severance payment equal
      to
      six (6) months of his then current base salary.




**4.3**  **Termination
      Related to Change of Control (Success Fee).** If the
      Company terminates Executive’s employment subsequent to an event in which the
      Group is sold, or a controlling interest of the outstanding shares of the Group
      is transferred to a third party, Executive shall be entitled to the greater
      of a
      severance payment equal to twelve (12) months of his then current base salary
      or
      one percent (1%) of the transaction value. For avoidance of doubt, the Company
      agrees to terminate Executive’s employment subsequent to such an
      event.




**4.4**  **Withholdings;
      Release.** All
      amounts payable to Executive under Sections 4.2 or 4.3 above shall be
      reduced by the amount of all required and designated payroll deductions and
      withholdings, and shall be conditioned on Executive delivering to the Group
      a
      signed and effective general release of claims in a form acceptable to the
      Company.




**5.**  **General
      Provisions.**




**5.1**  **Entire
      Agreement.** Except
      as modified in this Amendment, the Agreement shall remain in full force and
      effect. This Amendment, together with the Agreement and the Proprietary
      Information Agreement, constitutes the entire agreement between Executive and
      the Group and supersedes any and all prior agreements, promises, representations
      or statements, written or otherwise, between Executive and the Group (other
      than
      the Agreement or Proprietary Information Agreement), with regard to these
      subject matters. 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 Chairman of the Company.




**5.2**  **Counterparts.** This
      Amendment 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 Amendment.




**5.3**  **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.




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




**CORGI
      INTERNATIONAL LIMITED**







By:  /s/
      C.
      John
      Clough


C.
      John
      Clough


Chairman,
      Corgi International Limited




**Accepted
      and Agreed**




/s/ George B.
      Volanakis


George B. Volanakis