Exhibit
      4(c)(9)


**ZINDART
        LIMITED**
 
 **EMPLOYMENT
        AGREEMENT**
 **for**
 **KEN
        FOWLER**
 
 This
        employment agreement dated [   2002],
        is made between Zindart Limited (“Company”) and Ken Fowler
        (“Employee”).
 
 1.
              **Position
                  and Responsibilities.**
 
 1.1  The
        Company will employ Employee and Employee shall serve in an executive capacity
        as Chief Financial Officer (“CFO”) of the Company and perform the duties
        customarily associated with such capacity from time to time and at such place
        or
        places as the Company shall reasonably designate or as shall be reasonably
        appropriate and necessary in connection with such employment (“the
        Employment”).
 
 1.2  Subject
        to Section 4 below, Employee will, to the best of his ability, devote his
        full
        time and best efforts to the performance of his duties hereunder and the
        business and affairs of the Company and its subsidiaries. He will be assigned
        such facilities and support staff as are customarily associated with the
        position of CFO. He will report to the Chairman of the Company, and employees
        of
        the corporate finance department will report directly to him and the CFO’s of
        the operating divisions will report fundamentally to him.
 
 1.3  Employee
        will duly, punctually and faithfully perform and observe any and all rules
        and
        regulations which the Company may now or shall hereafter establish governing
        the
        conduct of its business, except to the extent that such rules and regulations
        may be inconsistent with Employee’s executive position.
 
 2.
              **Term
                  of Employment;
                  Termination.**
 
 2.1  The
        effective date of this agreement (“this Agreement”) is [     ]
        (“Effective Date”).
 
 2.2  Unless
        otherwise mutually agreed in writing, this Agreement and the Employment shall
        be
        terminated on the earliest of:
 
 (a)  Employee’s
        death, or any illness, disability or other incapacity in such a manner that
        he
        is physically rendered 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 twelve (12) month
        period;
 
 (b)  three
        (3)
        months after Employee, for any reason, gives written notice to the Company
        of
        his termination;
  
  (c)three
        (3)
        months after the Company, with or without cause, gives written notice to
        Employee of his termination subject to the terms of section 2.2(d);
        or
 
 (d)  if
        the
        Company is acquired, or a change of ownership occurs or six (6) months after
        the
        Company, with or without cause gives written notice to Employer of his
        termination.
 
 2.3  The
        determination under Section 2.2(a) regarding whether Employee is physically
        unable regularly to perform his duties shall be made by the Board of Directors
        of the Company. Employee’s inability to be physically present on the Company’s
        premises shall not constitute a presumption that he is unable to perform
        such
        duties.
 
 2.4  Any
        notice required to be given pursuant to this Section 2 shall be given in
        accordance with the provisions of Section 12 hereof. The exercise of either
        party’s right to terminate this Agreement pursuant to subsection (b) or (c)
        above shall not abrogate the rights and remedies of the terminating party
        regarding the breach, if any, giving rise to such termination.
 
 2.5  The
        Employment may be immediately terminated for cause if, in the reasonable
        determination of the Board of Directors of the Company, Employee is convicted
        of
        any felony or of any crime involving moral turpitude or dishonesty, or has
        participated in any fraud against the Company, or has breached his duties
        to the
        Company or any of its subsidiaries (“the Group”), or has wrongfully disclosed
        any trade secrets or other confidential information of the Group, or has
        breached this Agreement or the Employee Proprietary Information and Inventions
        Agreement between Employee and the Company (the Proprietary Information
        Agreement”).
 
 2.6  If
        the
        Employment is terminated by the Company in accordance with this Agreement,
        Employee will have no right to work during the period of notice provided
        hereunder (although the Company will have power to require him to do so)
        provided that the Company provides Employee pay in lieu of notice. On the
        termination of the Employment, howsoever arising, Employee shall at the request
        of the Company immediately resign all offices held by the Employee in any
        company in the Group.
 
 3.
              **Compensation
                  and Benefits:**
 
 **3.1**  **Basic
        Salary**
 
 For
        each
        year of the Employment, the Employee shall receive an annual salary of
        US$220,000.00 in twelve equal installments of US$18,333.33 subject to increase
        as determined in the sole discretion of the Company’s Board of Directors in
        accordance with Company policy. The salary to be paid each month shall be
        referred to herein as the “Basic Monthly Salary.”
 
 **3.2**  **Bonus
        & Incentive Compensation**
 
 Employee
        shall be eligible for bonus payment of 40% of Target Earnings
        upon achievement of mutually agreed financial and other targets for each
        financial year. Performance above target will be rewarded on a pro rata basis.
        The details of the incentive scheme are shown in Appendix
        I.
  
  
 **3.3**  **Other
        Benefits**
 
 Employee
        shall be eligible for discretionary and/or statutory benefits of the Company
        under pension, provident fund, group insurance, long term disability, life
        insurance or other Company benefit plans which may be in force from time
        to time
        and provided to the Company’s employees generally.
 
 Employee
        shall for the term of the Employment be provided with a HK$3,000 monthly
        car
        allowance for business and private use, and also be reimbursed for all related
        expenses including, but not limited to, fuel, tolls, repairs and maintenance,
        insurance, and registration. Employee may use the Company’s employed driver to
        drive him to meetings and events attended as required in the ordinary course
        of
        business.
 
 The
        Company shall provided medical insurance to the Employee and his immediate
        family in accordance with the Company’s medical insurance policy (Plan 1) [in
        force and adjusted from time to time at the Company’s discretion].
 
 **3.4**  **Vacation**
 
 Employee
        shall be entitled to 20 days paid vacation per annum on a pro-rata basis
        in
        addition to official Hong Kong public holidays to be taken at such time or
        times
        as may be approved by the Chairman of the Company.
 
 **3.5**  **Options**
 
 Employee
        shall be entitled to options in respect of 100,000 shares under the Company
        Share Option Scheme upon the Effective Date and such further option awards
        based
        upon performance evaluation at the discretion of the Board of Directors of
        the
        Company.
 
 4.
              **Expenses**
 
 Employee
        shall be entitled by way of reimbursement to be paid all reasonable traveling,
        hotel and other expenses wholly exclusively and necessarily incurred by him
        in
        and about the performance of his duties under this Agreement provided that
        Employee if so required by the Company provides reasonable evidence of the
        expenditure in respect of which he claims reimbursement.
 
 5.
              **Other
                  Activities During And After
                  Employment**
 
 5.1  Except
        with the prior written consent of the Board of Directors of the Company,
        Employee will not during the term of this Agreement undertake or engage in
        any
        other employment, occupation or business enterprise, other than ones in which
        he
        is a passive investor. Employee may engage in civic and not-for-profit
        activities so long as such activities do not materially interfere with the
        performance of his duties hereunder.
  
  5.2 Except
        as permitted by Section 5.3, Employee will not acquire, assume or participate
        in, directly or indirectly, any position, investment or interest known by
        Employee to be adverse or antagonistic to the Group, its business or prospects,
        financial or otherwise.
 
 5.3  During
        the term of the Employment and for a period of one (1) year following
        termination of the Employment, except on behalf of the Company, Employee
        will
        not directly or indirectly, whether as an officer, director, stockholder,
        owner,
        partner, proprietor, associate, representative, consultant, or in any capacity
        whatsoever engage in, become financially interested in, be employed by or
        have
        any business connection with any other person, corporation, firm partnership
        or
        other entity whatsoever which directly or indirectly competes with the Group
        in
        China and Hong Kong, in any line of business engaged in (or planned to be
        engaged in) by the Group; provided, however, that anything above to the contrary
        notwithstanding, Employee may own, as a passive investor, securities of any
        competitor corporation, so long as his direct holdings in any one such
        corporation shall not in the aggregate constitute more than 1% of the voting
        stock of such corporation.
 
 5.4  During
        the term of the Employment and for a period of two (2) years following
        termination of the Employment, Employee will not, either directly or through
        others, solicit or attempt to solicit any employee of the Group, or any
        independent contractor who performs forty (40) or more hours per month of
        services for the Group, to terminate his or her relationship with the Group
        in
        order to become an employee, consultant or independent contractor to or for
        any
        other person or entity.
  6.
              **Former
                  Employment**
 
 6.1  Employee
        represents and warrants that the Employment will not conflict with and will
        not
        be constrained by any prior employment or consulting agreement or relationship
        of Employee. Employee represents and warrants that he does not possess
        confidential information arising out of any prior employment which, in his
        best
        judgment, would be utilized in connection with his engagement by the Company,
        except in accordance with agreements between his former employer and the
        Company.
 
 6.2  If,
        inspite of the second sentence of Section 6.1, Employee should find that
        confidential information belonging to any former employer might be usable
        in
        connection with the Company’s business, he will not intentionally disclose to
        the Company or use on behalf of the Company any confidential information
        belonging to any of his former employers (except in accordance with agreements
        between the Company and any such former employer); but during the Employment
        Employee will use in the performance of his duties all information which
        is
        generally known and used by persons with training and experience comparable
        to
        his own and all information which is common knowledge in the industry or
        otherwise legally in the public domain.
 
 7.  **Proprietary
        Information and Inventions.**   Employee
        agrees to be bound by the provisions of the Proprietary Information Agreement,
        which he must sign at the same time he signs this Agreement as a condition
        of
        the Employment.
 
  
  8.
        **Governing Law; Consent to Personal Jurisdiction.** This
        Agreement will be governed and construed according to the laws of Hong Kong
        as
        such laws are applied to agreements entered into and to be performed entirely
        within Hong Kong between Hong Kong residents. Employee expressly consents
        to the
        non-exclusive jurisdiction of the Hong Kong Labour Tribunal or courts for
        any
        lawsuit filed there against him by the Company arising from or related to
        this
        Agreement.
 
 9.  **Remedies.**   Employee’s
        duties under the Proprietary Information Agreement shall survive termination
        of
        this Agreement. Employee acknowledges that a remedy a law for any breach
        or
        threatened breach of the provisions of the Proprietary Information Agreement
        would be inadequate and therefore agrees that the Company shall be entitled
        to
        injunctive relief in case of any such breach or threatened breach.
 
 10.  **Assignment.** Neither
        this Agreement nor any rights or obligations hereunder may be assigned by
        the
        Company or by Employee.
 
 11.  **Severability.**  In
        case any
        one or more of the provisions contained in this Agreement shall, for any
        reason,
        be held to be invalid, illegal or unenforceable in any respect, such invalidity,
        illegality or unenforceability shall not affect the other provisions of this
        Agreement, and this Agreement shall be construed as if such invalid, illegal
        or
        unenforceable provision had never been contained herein. If moreover, any
        one or
        more of the provisions contained in this Agreement shall for any reason be
        held
        to be excessively broad as to duration, geographical scope, activity or subject,
        it shall be construed by limiting and reducing it, so as to be enforceable
        to
        the extent compatible with the applicable law as it shall then
        appear.
 
 12.  **Notices.**  Any
        notice which the Company is required or may desire to give Employee shall
        be
        given by personal delivery or registered or certified mail, return receipt
        requested, addressed to Employee at the address of record with the Company,
        or
        at such other place as Employee may from time to time designate in writing.
        Any
        notice which Employee is required or may desire to give to the Company hereunder
        shall be given by personal delivery or by registered or certified mail, return
        receipt requested, addressed to the Company at its principal office, or at
        such
        other office as the Company may from time to time designate in writing. The
        date
        of personal delivery or the date of mailing any such notice shall be deemed
        to
        be the date of delivery thereof.
 
 13.  **Waiver.**  If
        either
        party should waive any breach of any provisions 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.
 
 14.  **Complete
        Agreement;**  **Amendments.**  This
        Agreement together with the Proprietary Information Agreement, is the entire
        agreement of the parties with respect to the subject matter hereof and thereof,
        and this Agreement supersedes all prior agreements, understands and
        negotiations, both written and oral, between the parties with respect to
        the
        subject matter hereof, and may not be amended, supplemented, canceled or
        discharged except by written instrument executed by both parties
        hereto.
 
  
  15. **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.
 
 16.  **Attorney
        Fees.**  If
        either
        party hereto brings any action to enforce its rights hereunder, the prevailing
        party in any such action shall be entitled to recover his or its reasonable
        attorneys’ fees and costs incurred in connection with such action.
 
 17.  **Counterparts.**  This
        Agreement may be executed in two or more counterparts, each of which shall
        be
        deemed an original, and all of which together shall constitute one and the
        same
        instrument.
  
  
 **SIGNED**by**KEN
                  FOWLER**
              )in
                  the presence of :-
              )
              /s/
                  Kenneth B. FowlerWitnessName:**SIGNED**by**P.A.J.
                  GARDINER**
              )For
                  and on behalf of**ZINDART
                  LIMITED**
              )
              /s/
                  Peter A. J. Gardinerin
                  the presence of :-
              )Witness
              /s/
                  Leo Paul KoulsName:
              Leo
                  Paul Koulos
  
  
  
 1.
              Basic
                  Earnings are 60% of Target Earnings.2.
              Incentive
                  Earnings are 40% of Target Earnings3.
              Incentive
                  Earnings commence at 80% of Target Performance and continue on
                  a straight
                  line basis i.e. if performance is 120% of Target Performance then
                  Incentive Earnings at 80% of Basic Earnings OR for every 1% above
                  80% of
                  performance 2% of Basic Earnings is
                  earned.