unincorporated organization, governmental authority or any other form of entity not specificallylisted herein.          “Purchase Price” means the higher of $1.90 per Share, or if higher, the closingconsolidated bid price at 4:00 p.m. (Eastern time) on the date this Agreement is signed by theInvestors as reflected on the NASDAQ (General Market).          “SEC Filings” has the meaning set forth in Section 4.4.          “Shares” means the ADSs being purchased by the Investors hereunder.          “Subsidiary” of any Person means another Person, an amount of the voting securities,other voting ownership or voting partnership interests of which is sufficient to elect at least amajority of its Board of Directors or other governing body (or, if there are no such votinginterests, 50% or more of the equity interests of which) is owned directly or indirectly by suchfirst Person.          “Transaction Documents” means this Agreement.          “Underlying ADS Shares” means the Ordinary Shares underlying the Shares.          “1933 Act” means the Securities Act of 1933, as amended, or any successor statute, andthe rules and regulations promulgated thereunder.          “1934 Act” means the Securities Exchange Act of 1934, as amended, or any successorstatute, and the rules and regulations promulgated thereunder.     2. Conversion of Indebtedness and Issuance of the Shares. Subject to the terms andconditions of this Agreement, on the Closing as provided below, each of the Investors shallseverally, and not jointly, automatically convert the amount of outstanding Indebtedness asindicated on the signature page hereto, and the Company shall issue to such Investors, the Sharesfor the Purchase Price per Share, rounded down to the nearest whole share as described below inSection 2.1 and 2.2.          2.1 Conversion. On the Closing, the aggregate amount of Indebtedness as indicated onthe signature page hereto shall automatically be converted into the Company’s Shares issued at thePurchase Price per Share, rounded down to the nearest whole share, and the issuance of such sharesupon such conversion shall be upon the terms and subject to this Agreement.          2.2 Mechanics and Effect of Conversion. No fractional Shares will be issued uponconversion of the Indebtedness. In lieu of any fractional share to which any Investor wouldotherwise be entitled, the Company will pay to the Investor in cash the amount of the unconvertedIndebtedness that would otherwise be converted into such fractional share. On the Closing, uponconversion of the Indebtedness, the Company will be forever released from all of
2

 
its obligations and liabilities under any of the Indebtedness including without limitation theobligation to pay in cash any portion of the Indebtedness so converted.     3. Closing The conversion of the Indebtedness shall automatically occur and beconverted upon full execution of this Agreement. The Company shall use reasonable commercialefforts to cause the delivery of the certificates evidencing the ADS as promptly as possible afterthe Closing.     4. Representations and Warranties of the Company. The Company hereby represents andwarrants to the Investors the following:          4.1 Organization, Good Standing and Qualification. The Company is a corporation dulyorganized, validly existing and in good standing under the laws of the jurisdiction of itsincorporation and has all requisite corporate power and authority to carry on its business as nowconducted and to own its properties. The Company is duly qualified to do business as a foreigncorporation and is in good standing in each jurisdiction in which the conduct of its business orits ownership or leasing of property makes such qualification or leasing necessary unless thefailure to so qualify has not had and could not reasonably be expected to have a Material AdverseEffect.          4.2 Authorization. The Company has full power and authority and has taken allrequisite action on the part of the Company, its officers and directors, and as of the Closing willhave taken all requisite action of the part of its shareholders, necessary for (i) theauthorization, execution and delivery of the Transaction Documents, (ii) the authorization of theperformance of all obligations of the Company hereunder or thereunder and (iii) the authorization,issuance (or reservation for issuance) and delivery of the Shares. The Transaction Documentsconstitute the legal, valid and binding obligations of the Company, enforceable against the Companyin accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer,reorganization, moratorium and similar laws of general applicability, relating to or affectingcreditors’ rights generally.          4.3 Valid Issuance. The Shares and the Underlying ADS Shares have been duly andvalidly authorized and, when issued and paid for pursuant to this Agreement and the DepositAgreement, will be validly issued, fully paid and nonassessable, and shall be free and clear of allencumbrances and restrictions (other than those created by the Investors), except for restrictionson transfer imposed by applicable securities laws.          4.4 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”).          4.5 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
3

 
pursuant to any agreement, arrangement or understanding entered into by or on behalf of theCompany.     5 Representations and Warranties of the Investors. Each of the Investors herebyseverally, and not jointly, represents and warrants to the Company that:          5.1 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 Shares pursuant to this Agreement.          5.2 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.          5.3 Purchase Entirely for Own Account. The Shares to be received by such Investorhereunder will be acquired for such Investor’s own account, not as nominee or agent, and not with aview to the resale or distribution of any part thereof in violation of the 1933 Act, and suchInvestor has no present intention of selling, granting any participation in, or otherwisedistributing the same in violation of the 1933 Act without prejudice, however, to such Investor’sright at all times to sell or otherwise dispose of all or any part of such Shares in compliancewith applicable federal and state securities laws**.**Nothing contained herein shall be deemed arepresentation or warranty by such Investor to hold the Shares for any period of time. SuchInvestor is not a broker-dealer registered with the SEC under the 1934 Act or an entity engaged ina business that would require it to be so registered.          5.4 Investment Experience. Such Investor acknowledges that it can bear the economicrisk and complete loss of its investment in the Shares and has such knowledge and experience infinancial or business matters that it is capable of evaluating the merits and risks of theinvestment contemplated hereby.          5.5 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 fromthe Company regarding the Company, its business and the terms and conditions of the offering of theShares. Such Investor acknowledges receipt of copies of the SEC Filings. Neither such inquiriesnor any other due diligence investigation conducted by such Investor shall modify, limit orotherwise affect such Investor’s right to rely on the Company’s representations and warrantiescontained in this Agreement.          5.6 Restricted Shares. Such Investor understands that the Shares are characterized as“restricted securities” under the U.S. federal securities laws inasmuch as they are being acquiredfrom the Company in a transaction not involving a public offering and that under
4

 
such laws and applicable regulations such securities may be resold without registration under the1933 Act only in certain limited circumstances.          5.7 Legends. It is understood that, except as provided below, certificates evidencingthe Shares 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 Rule 144(1), or (iii) the Company has received an opinion ofcounsel reasonably satisfactory to it that such transfer may lawfully be made without registrationunder the 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.          5.8 Accredited Investor. Such Investor is an accredited investor as defined in Rule501(a) of Regulation D, as amended, under the 1933 Act.          5.9 No General Solicitation. Such Investor did not learn of the investment in theShares as a result of any general solicitation or general advertising.          5.10 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.     6. Miscellaneous.          6.1 Successors and Assigns. This Agreement may not be assigned by a party heretowithout the prior written consent of the Company or the Investors.          6.2 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.          6.3 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.          6.4 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 holding a majority of the aggregate Indebtedness being converted for
5

 
Shares hereunder. Any amendment or waiver effected in accordance with this paragraph shall bebinding upon each holder of any Shares purchased under this Agreement at the time outstanding, eachfuture holder of all such Shares, and the Company.          6.5 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.          6.6 Entire Agreement. This Agreement, including the Exhibits constitutes the entireagreement among the parties hereof with respect to the subject matter hereof and thereof andsupersede all prior agreements and understandings, both oral and written, between the parties withrespect to the subject matter hereof and thereof.          6.7 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.          6.8 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 ofCalifornia without regard to the choice of law principles thereof.          6.9 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 ADS has been made by such Investor independently of any otherInvestor. Nothing contained herein and no action taken by any Investor pursuant thereto, shall bedeemed to constitute the Investors as a partnership, an association, a joint venture or any otherkind of entity, or create a presumption that the Investors are in any way acting in concert or as agroup with respect to such obligations or the transactions contemplated hereby. Each Investoracknowledges that no other Investor has acted as agent for such Investor in connection with makingits investment hereunder and that no Investor will be acting as agent of such Investor inconnection with monitoring its investment in the Shares or enforcing its rights under theTransaction Documents. Each Investor shall be entitled to independently protect and enforce itsrights, including, without limitation, the rights arising out of this Agreement and it shall not benecessary for any other Investor to be joined as an additional party in any proceeding for suchpurpose.[signature pages follow]
6

 
          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:      Title:    *[Securities Exchange Agreement Signature Page]*
 

 
INVESTORJOHN CLOUGH     Total Amount of Indebtedness being converted: $157,637.25      Description of Indebtedness:         Accrued and Unpaid Board Fees: $134,500.00      Unreimbursed Expenses: $23,137.25 Number of ADS:                     *[Securities Exchange Agreement Signature Page]*
 

 
INVESTORCHARLES MCGETTIGAN     Total Amount of Indebtedness being converted: $87,756.00      Description of Indebtedness:         Accrued and Unpaid Board Fees: $80,500.00      Unreimbursed Expenses: $7,256.00 Number of ADS:                     *[Securities Exchange Agreement Signature Page]*
 

 
INVESTORLEO PAUL KOULOS     Total Amount of Indebtedness being converted: $196,804.80      Description of Indebtedness:         Accrued and Unpaid Board Fees: $91,000.00      Principal Amount of Note dated November 9, 2007: $100,000.00      Interest Amount of Note dated November 9, 2007 toFebruary 9, 2008 (90 Days @ 15% APR) $3,750.00      Interest Amount of Note from February 9, 2008 toApril 1, 2008 (30 Days @ 25% APR): $2,054.80 Number of ADS:                     *[Securities Exchange Agreement Signature Page]*
 

 
INVESTORDANIEL WIDDICOMBE     Total Amount of Indebtedness being converted: $103,820.69      Description of Indebtedness:         Accrued and Unpaid Board Fees: $91,000.00      Unreimbursed Expenses: $12,820.69 Number of ADS:                     *[Securities Exchange Agreement Signature Page]*
 

 
INVESTORTIMOTHY STEEL     Total Amount of Indebtedness being converted: $56,000.00      Description of Indebtedness:         Accrued and Unpaid Board Fees: $56,000.00 Number of ADS:                     *[Securities Exchange Agreement Signature Page]*
 

 
**SCHEDULE OF INDEBTEDNESS****Closing April 30, 2008**         **Name of Investor** **Total Amount of Indebtedness** **Number of ADS**John Clough $157,637.25   82,966 Charles McGettigan $87,756.00   46,187 Leo Paul Koulos $196,804.80   103,581 Daniel Widdicombe $103,820.69   54,642 Timothy Steele $56,000.00   29,473 **TOTAL** **$****602,018.74**   **316,849**