<PAGE>   1
                                                                  EXHIBIT 10.2

[LOGO]










                                    AGREEMENT

                                     BETWEEN

                         THE ROYAL BANK OF SCOTLAND PLC

                                       AND

                             CORGI CLASSICS LIMITED

                 (in respect of a Term Loan of GBP4,000,000)















               Registered in Scotland No 90312 Registered Office:
                     36 St Andrew Square, Edinburgh EH2 2YB



<PAGE>   2





THIS IS AN IMPORTANT DOCUMENT. YOU SHOULD TAKE INDEPENDENT LEGAL ADVICE BEFORE
SIGNING AND SIGN ONLY IF YOU WANT TO BE LEGALLY BOUND.


THIS AGREEMENT is made between:-

(1)          CORGI CLASSICS LIMITED; and

(2)          THE ROYAL BANK OF SCOTLAND plc.

By which it is agreed as follows:-


1            PURPOSE, DEFINITIONS AND INTERPRETATION

1.1          This Agreement sets out the terms and conditions upon and subject
             to which the Bank agrees to make available to the Borrower a loan
             of GBP4,000,000 to fund the development of the Borrower's
             business based in the United States of America and to provide
             working capital for the Group's businesses in the United Kingdom
             and the United States of America.

1.2          In this Agreement unless the context otherwise requires:-

             "BANK" means The Royal Bank of Scotland plc and its successors and
             assigns;

             "BASE ACCOUNTS" means the audited financial statements of the
             Borrower and the consolidated audited financial statements of the
             Group for the period ended 31 March 2000;

             "BASE RELATED RATE" shall have the meaning ascribed to it in Clause
             4.1;

             "BORROWER" means Corgi Classics Limited, Company Number 03034370;

             "BUSINESS DAY" means a day (other than a Saturday or Sunday) on
             which banks are open for general business in London;

             "CORGI CLASSICS, INC." means Corgi Classics, Inc., a company
             registered in the United States of America and having its address
             at Suite 205, 430 West Erie, Chicago, IL 60610 USA;

             "CORPORATE OFFICE" means the Bank's Leicestershire Corporate
             Business Centre at St John's House, East Street, Leicester LE1 6NB
             or such other branch/office as the Bank may notify to the Borrower
             from time to time;

             "EVENT OF DEFAULT" means any of the events described in Clause 13;

             "GAAP" means generally accepted accounting practice in the United
             Kingdom;

             "GROUP" means at any time the Borrower and its Subsidiary
             Undertakings at such time;

             "ICON" means Icon Collectibles Limited, Company Number 03542813;

             "INTEREST PERIOD" means each period for the calculation of interest
             ascertained pursuant to Clause 3;

             "IIH" means Interval Investment Holdings Ltd, a company registered
             in the British Virgin Islands and having its address at PO Box 119,
             Palm Chambers, Road Town Tortola, British Virgin Islands;

             "LIBOR" means the rate at which Sterling deposits of comparable
             amount to the Loan and for the relevant Interest Period are offered
             to the Bank in the London Interbank Market at or about 11 a.m. on
             the first day of such Interest Period;

             "LIBOR Related Rate" shall have the meaning ascribed to it in
             Clause 4.1;

             "LLEDO" means Lledo Collectibles Limited, Company Number 03229017;

             "LOAN" means GBP4,000,000 or (as the context may require) the
             principal amount owing to the Bank under this Agreement at any
             relevant time;



<PAGE>   3

             "MARGIN" means a rate of 1.5% per annum until 31st March 2002.
             Thereafter the rate will be calculated with reference to the
             following table, dependent upon the ratio of PBIT to Borrowing
             Costs achieved pursuant to Clause 11.1(c). The Margin will be
             reviewed annually on receipt of the audited financial statements of
             the Borrower pursuant to Clause 10.3(a)(i) and the relative
             certificate of compliance produced pursuant to Clause 10.3(a)(v)
             and the resultant Margin will be backdated to the beginning of the
             Borrower's current financial year and will apply for the whole of
             that financial year.


<TABLE>
<CAPTION>

                       Ratio                                          Margin to apply
                       -----                                          ---------------
             <S>       <C>                                            <C>
                       Less than 2.25 : 1                              1.75% (subject  to  Bank's agreement
                                                                       being given pursuant to Clause 13.2)
                       2.25 : 1 (or greater) and less than 4 : 1       1.50%
                       4 : 1 and above                                 1.25%

</TABLE>

             The Bank will notify the Borrower in writing of any changes in the
             Margin and if there is any dispute as to the calculation by the
             Bank of the Margin to apply, the decision of the Bank will, in the
             absence of manifest error, be conclusive and binding on the
             Borrower;

             "PARENT" means Corgi Classics Holdings Limited, Company Number
             03811954;

             "QUALIFYING BANK" means any bank which is for the purposes of
             Section 349 of the Income and Corporation Taxes Act 1988 within the
             charge to United Kingdom corporation tax as regards any interest
             payable to it in terms of this Agreement;

             "SBLC FACILITY AGREEMENT" means the facility agreement dated 28
             July 1999 amongst (a) Zindart, (b) Hua Yang Holdings Company
             Limited and Hua Yang Printing Holdings Limited, (c) ABN Amro Bank
             NV and others, (d) ABN Amro Bank NV, Hong Kong Branch (as agent),
             (e) ABN Amro Bank NV, Hong Kong Branch (as fronting bank) and (f)
             others and the term loan between (i) the Parent and ABN Amro Bank
             NV, London Branch, as such agreements may be amended, varied or
             replaced;

             "SUBSIDIARY" shall have the meaning ascribed to it in Section 736
             of the Companies Act 1985;

             "SUBSIDIARY UNDERTAKING" shall have the meaning ascribed to it in
             Section 258 of the Companies Act 1985;

             "TRADE RECEIVABLES" means the sum of up to US$5,400,000 outstanding
             at the date hereof and due from the Borrower to Zindart (HK) in
             respect of the purchase of products manufactured or sold by Zindart
             (HK);

             "ZINDART (BERMUDA)" means Zindart Limited, a company registered in
             Bermuda and having its address at Clarendon House, 2 Church Street,
             PO Box HM666, Hamilton HMCX, Bermuda ; and

             "ZINDART (HK)" means Zindart Limited, a company registered in Hong
             Kong and having its address at Flat C&D, 25 F1, Block 1, Tai Ping
             Industrial Centre, 57 Ting Kok Road, Tai Po, New Territories, Hong
             Kong.

1.3          Headings in this Agreement are inserted for convenience only and
             shall be ignored in construing this Agreement. Unless the context
             otherwise requires, words denoting the singular number only shall
             include the plural and vice versa.


2            DRAWING OF THE LOAN

2.1          The Loan shall be drawn in one amount following receipt by the Bank
             at the Corporate Office of a notice specifying the required date of
             drawdown which must be a Business Day and, if appropriate, the
             duration of the first Interest Period. Such notice must be received
             not later than 11 a.m. on the drawdown date.

2.2          The Bank unless  otherwise  mutually agreed shall credit the Loan
             to a current account of the Borrower with the Bank.

2.3          In the event of the Loan not being drawn within 3 months from the
             date this Agreement is signed on behalf of the Bank, the Bank shall
             be entitled to cancel this Agreement and the Borrower shall
             indemnify the Bank against any loss (including any loss of margin)
             or expense which the Bank shall certify as sustained or incurred by
             it as a consequence.


<PAGE>   4


3            INTEREST PERIODS

3.1          If the Borrower elects to pay interest at the LIBOR Related Rate
             the first Interest Period shall begin on the date on which the Loan
             is drawn or, if appropriate, the date on which conversion to the
             LIBOR Related Rate pursuant to Clause 4.1 occurs and, so long as
             the option to convert to the Base Related Rate pursuant to Clause
             4.1 is not exercised, each subsequent Interest Period shall begin
             on the expiry of the preceding Interest Period with the final
             Interest Period ending on the date on which the Loan is repaid in
             full.

3.2          The Borrower may by notice to be received by the Bank at the
             Corporate Office not later than 11 a.m. on the first day of each
             Interest Period select an Interest Period of three, six, nine or
             twelve months duration (or such other period which is acceptable to
             the Bank). If the Borrower should fail to select an Interest Period
             the Bank shall select the Interest Period to apply.

3.3          If an Interest Period should end on a day which is not a Business
             Day such Interest Period shall be extended to the next Business Day
             unless the next Business Day is in the following calendar month in
             which case the Interest Period shall end on the preceding Business
             Day.

3.4          If a repayment instalment referred to in Clause 6 should fall to be
             paid during an Interest Period the Bank may determine the Interest
             Period to apply to the amount of the repayment instalment and in
             such circumstances, no penalty, fees or breakage costs (including
             those referred to in Clauses 6.2 and 6.3) will be due by the
             Borrower to the Bank as a result of such determination.


4            INTEREST

4.1          The Borrower shall have the option of electing to pay interest at a
             rate linked to the Bank's Base Rate (the "Base Related Rate") in
             accordance with the provisions of Clause 4.2 or at a rate linked to
             LIBOR (the "LIBOR Related Rate") in accordance with the provisions
             of Clause 4.3. Furthermore the Borrower may during the term of the
             Loan convert the rate at which interest is payable from the Base
             Related Rate to the LIBOR Related Rate and vice versa provided
             always that the option to convert may be exercised no more
             frequently than once every 3 months and provided further that
             conversion from the LIBOR Related Rate to the Base Related Rate may
             take place only at the end of an Interest Period.

4.2          If the Borrower elects to pay interest at the Base Related Rate the
             following conditions shall apply:-

             (a)       the Borrower shall pay to the Bank interest at a rate
                       which is equivalent to the Margin above the Bank's Base
                       Rate. As at 18th January 2001 this formula produced a
                       rate of 7.5% per annum. The Bank's Base Rate may vary
                       from time to time.

             (b)       interest on the Loan shall be calculated on a daily basis
                       and a year of 365 days and shall be payable quarterly on
                       the penultimate Business Day of March, June, September
                       and December in each year and on final repayment of the
                       Loan. If the option to convert to the LIBOR Related Rate
                       is exercised the interest outstanding shall be payable on
                       the date of such conversion. Any interest unpaid when
                       payable shall be compounded.

4.3          If the Borrower elects to pay interest at the LIBOR Related Rate
             the following conditions shall apply:-

             (a)       the Borrower shall, in respect of each Interest Period,
                       pay to the Bank interest at a percentage rate per annum
                       equal to the aggregate of (i) the Margin above LIBOR; and
                       (ii) the percentage rate which represents the cost to the
                       Bank, relative to the Loan, of compliance with the
                       requirements of the Bank of England, the Financial
                       Services Authority or any other regulatory authority.
                       Such cost shall be determined by the Bank, in accordance
                       with the formula detailed in Schedule 1 to this
                       Agreement, as at 11 a.m. on the first day of the Interest
                       Period. A certificate by the Bank as to the amount of
                       such cost shall be conclusive in the absence of manifest
                       error; and

             (b)       interest shall be calculated on a day to day basis on a
                       year of 365 days and shall be paid quarterly on the
                       penultimate Business Day of March, June, September and
                       December in each year, and on final repayment of the
                       Loan. Any interest unpaid when payable shall be
                       compounded.

4.4          Interest shall unless otherwise mutually agreed be debited to a
             current account maintained by the Borrower with the Bank.

<PAGE>   5


4.5          If a repayment installment or any interest referred to in Clause 6
             and Clause 4 respectively should not be paid by the Borrower on the
             due date or if the Bank has served a written notice on the Borrower
             pursuant to Clause 13.1 the Borrower shall pay interest on the
             amount of the repayment installment or interest or (in the case of
             a written notice having been served pursuant to Clause 13.1) the
             amount of the Loan outstanding from the due date until the date of
             actual payment at a rate of the Margin plus 2% per annum above the
             Bank's Base Rate. This interest shall be charged both before and
             after court decree or judgment, shall be in substitution for any
             other interest payable pursuant to this Agreement and applicable to
             such outstanding amount and shall be calculated on a day to day
             basis and a year of 365 days and payable quarterly on such dates as
             will be notified to the Borrower by the Bank.


5            INCREASED COSTS

5.1          If by reason of (i) the introduction of or any change in law or its
             interpretation or administration and/or (ii) compliance with any
             request or requirement of any central bank or other fiscal,
             monetary or other authority (including without limitation, a
             request or requirement which affects the manner in which the Bank
             allocates capital resources to its obligations hereunder):-

             (a)       the Bank incurs a cost as a result of entering into this
                       Agreement performing its obligations and/or assuming or
                       maintaining its commitment hereunder and/or making the
                       Loan available; or

             (b)       the Bank is unable to obtain the rate of return on its
                       overall capital which it would have been able to achieve
                       but for its entering into this Agreement, performing its
                       obligations and/or assuming or maintaining its commitment
                       hereunder and/or making the Loan available; or

             (c)       there is any increase in the cost to the Bank of funding
                       or maintaining all or any of the advances comprised in a
                       class of advances formed by or including the Loan; or

             (d)       the Bank incurs a cost as a result of its having made the
                       Loan available or the Bank becomes liable to make any
                       payment on account of tax or otherwise (other than a tax
                       imposed on its overall net income) on or calculated by
                       reference to the amount of the Loan and/or any sum
                       received or receivable by it hereunder, or any liability
                       in respect of any such payment is imposed, levied or
                       assessed against the Bank

             then the Borrower shall from time to time within three Business
             Days of a demand by the Bank, pay to the Bank amounts sufficient to
             indemnify the Bank against, as the case may be, (i) such costs,
             (ii) such reduction in the rate of return (or such proportion of
             such reduction as is in the opinion of the Bank attributable to its
             obligations hereunder), (iii) such increased costs (or such
             proportion of such increased costs as is in the opinion of the Bank
             attributable to its funding the Loan), or (iv) such cost or
             liability (or such proportion thereof as is in the opinion of the
             Bank attributable to making the Loan available) save to the extent
             that the relevant cost, increased cost, reduction or liability is
             compensated for by any payment calculated in accordance with point
             (ii) of Clause 4.3(a).

5.2          If the Bank makes a claim pursuant to Clause 5.1 it shall promptly
             after it becomes aware of the circumstances giving rise to such
             claim deliver to the Borrower a certificate to that effect setting
             out in reasonable detail the basis of such claim. This certificate
             shall be conclusive in the absence of manifest error.


6            REPAYMENT AND PREPAYMENT

6.1          The Borrower shall repay the Loan by:-

             (a)       3 installments of GBP200,000;

             (b)       thereafter, 4 installments of GPB250,000; and

             (c)       thereafter, 8 installments of GBP300,000.

             The first installments shall be paid on 30th September 2001 with
             subsequent installments being paid quarterly thereafter until the
             Loan has been repaid in full.

6.2          The Borrower may prepay the Loan or part thereof (this part to be
             GBP100,000 or an integral multiple thereof) at any time (where
             the Borrower has elected to pay interest at the Base Related Rate)
             or (where the Borrower has elected to pay interest at the LIBOR
             Related Rate) on the last day of any Interest Period (other than an
             Interest Period determined by the Bank pursuant to Clause 3.4)
             subject to the Borrower

<PAGE>   6



             making an additional payment to the Bank equivalent to three
             months' interest on the sum prepaid at the rate then current for
             the Loan and subject also to notice from the Borrower to be
             received by the Bank at the Corporate Office no later than 11 a.m.
             two Business Days before such prepayment.

6.3          In the event of any repayment or prepayment of the Loan or part
             thereof being made other than as stated in Clauses 6.1 or 6.2
             (including any repayment or prepayment following the occurrence of
             an Event of Default) the Borrower shall, in addition to making an
             additional payment as detailed in Clause 6.2, indemnify the Bank
             against any loss (including loss of margin) or expense which the
             Bank shall certify as reasonably sustained or incurred by it as a
             consequence of the repayment or prepayment.

6.4          Any repayment or prepayment made under Clause 6.2 and/or 6.3 shall
             be applied against the outstanding instalments under Clause 6.1 in
             inverse chronological order.

6.5          No amount repaid or prepaid may be redrawn under this Agreement.


7            PAYMENTS

7.1          All payments to be made by the Borrower under this Agreement shall
             be made to the Bank on the due date.

7.2          The amount of any payment shall unless otherwise mutually agreed be
             debited to a current account maintained by the Borrower with the
             Bank and the Borrower shall if required by the Bank grant to the
             Bank and maintain an appropriate Standing Order.

7.3          If any payment should become due on a day which is not a Business
             Day the due date for such payment shall be extended to the next
             Business Day unless the next Business Day is in the following
             calendar month in which case the due date shall be the preceding
             Business Day.


8            CONDITIONS PRECEDENT

8.1          The Bank shall be under no obligation to make the Loan available
             until it has received the following and is satisfied with the
             same:-

             (a)       the duplicate of this Agreement signed on behalf of the
                       Borrower;

             (b)       a certified copy of the Resolution of the Board of
                       Directors of the Borrower approving the transaction
                       contemplated by this Agreement and authorising a
                       specified person to sign this Agreement and any documents
                       required under this Agreement on behalf of the Borrower;

             (c)       deeds of subordination regulating the facilities granted
                       to the Borrower by (i) the Bank, and (ii) facilities in
                       aggregate of GBP8,106,000 granted by Zindart (HK) and
                       the Parent, in form and substance satisfactory to the
                       Bank;

             (d)       legal opinions addressed to the Bank, provided by the
                       Borrower's legal advisers, on Zindart (HK) and Corgi
                       Classics, Inc. in form and substance satisfactory to the
                       Bank and the Bank's legal advisers;

             (e)       evidence satisfactory to the Bank that (i) Corgi
                       Classics, Inc. and Zindart (Bermuda) are wholly owned
                       Subsidiaries of the Borrower;

             (f)       letters of consent addressed to Zindart (HK) and to the
                       Parent respectively from (i) ABN Amro Bank NV and the
                       Instructing Banks (all as defined in the SBLC Facility
                       Agreement) and (ii) ABN Amro Bank, London, agreeing to
                       the provision of the Loan to the Borrower and, where
                       appropriate, to the security granted or to be granted in
                       terms of Clause 12.1;

             (g)       a post closing obligations letter from Corgi Classics,
                       Inc. addressed to the Bank, in a form and substance
                       satisfactory to the Bank.

8.2          The Bank shall furthermore not be obliged to make the Loan
             available unless the following conditions are satisfied on the date
             on which the Loan is drawn:-

             (a)       the security referred to in Clause 12.1(b) has been
                       completed to the Bank's satisfaction;

<PAGE>   7
             (b)       no Event of Default (or event which with the giving of
                       notice, lapse of time or other conditions under this
                       Agreement may constitute an Event of Default) has
                       occurred and is continuing or might result from the
                       drawdown of the Loan; and

             (c)       the representations and warranties in Clause 9 are true
                       with respect to the facts and circumstances then
                       existing.

9            REPRESENTATIONS AND WARRANTIES

9.1          The Borrower represents and warrants (save as disclosed to and
             agreed by the Bank) that:-

             STATUS
             (a)       it and its Subsidiaries are duly incorporated and validly
                       existing and have power to own their property and assets
                       and carry on their business as presently conducted;

             POWERS AND AUTHORITY
             (b)       it has power to execute, deliver and perform its
                       obligations under this Agreement and it and its
                       Subsidiaries have power to execute, deliver and perform
                       their obligations under any security provided by them
                       pursuant to Clause 12, all necessary corporate,
                       shareholder or other action has been taken to authorise
                       the execution, delivery and performance of this Agreement
                       and of any security provided, and no limitation on its
                       powers or the powers of its Directors shall be exceeded
                       as a result of the drawdown of the Loan;

             LEGAL VALIDITY
             (c)       this Agreement and any security provided by it and its
                       Subsidiaries pursuant to Clause 12 constitute legal,
                       valid and binding obligations on it and its Subsidiaries
                       respectively;

             NON-CONFLICT
             (d)       the entry into and performance of the terms and
                       conditions of this Agreement and of any security provided
                       by it and its Subsidiaries pursuant to Clause 12 do not
                       and shall not contravene or conflict with their
                       respective memoranda and articles of association, any
                       law, statute, regulation or other instrument binding on
                       it and its Subsidiaries or any of its/their assets, or
                       any agreement or document to which they are a party or is
                       binding on it or its Subsidiaries or any of their assets;

             AUTHORISATIONS AND COMPLIANCE
             (e)       it and its Subsidiaries hold and are in compliance in all
                       material respects with (i) all necessary licences,
                       permits, consents or other authorisations required for
                       conducting their business and (ii) all applicable laws
                       and regulations or other legal requirements;

             BREACH OF OTHER AGREEMENTS
             (f)       it is not (nor with the giving of notice, lapse of time
                       or satisfaction of any other condition would be) in
                       breach of or in default under any agreement or document
                       to which it is party or by which it or any part of its
                       assets may be bound which could have a material adverse
                       effect on the business, assets or financial condition of
                       the Borrower or on its ability to perform fully its
                       obligations under this Agreement or under any security
                       provided pursuant to Clause 12;

             ACCOUNTS
             (g)       the Base Accounts/its latest audited financial statements
                       and the latest consolidated audited financial statements
                       of the Group as provided to the Bank have been prepared
                       in accordance with GAAP and fairly represent its
                       financial condition and the financial condition of the
                       Group and there has been no material adverse change in
                       its business or financial condition or the business or
                       financial condition of the Group since the date of those
                       financial statements;

             LITIGATION
             (h)       no litigation, arbitration or administrative proceeding
                       is taking place (including without limitation any action
                       under any environmental law or regulation), pending or to
                       the knowledge of its officers threatened against it or
                       its Subsidiaries or any part of their undertaking, assets
                       or revenues which, if adversely determined would give
                       rise to a judgement or enforcement action for an amount
                       (in any one case) of more than GBP50,000;

             ENCUMBRANCES
             (i)       no charges or other encumbrances in the nature of a
                       security interest exist on its assets or the assets of
                       any of its Subsidiaries other than any charges or
                       encumbrances in favour of the Bank
<PAGE>   8
                       or security rights arising in the ordinary course of
                       business by operation of law;

             ENVIRONMENT
             (j)       so far as it is aware, it and its Subsidiaries (i) are in
                       compliance with all applicable environmental laws,
                       regulations and practices, (ii) hold and are in
                       compliance with all necessary licences, permits, consents
                       or other authorisations essential for the conduct of
                       their business; and (iii) has not previously conducted
                       nor are currently conducting their business in any manner
                       which could form the basis of any environmental claim
                       against them;

             INFORMATION
             (k)       all written information provided to the Bank by the
                       Borrower regarding the Group is, so far as it relates to
                       facts, true and accurate in all material respects and, so
                       far as it consists of projections, such projections, when
                       made, were prepared in good faith, after careful
                       consideration and on the basis of reasonable assumptions
                       and there is no additional undisclosed information which
                       is in the possession of the Borrower, had it been
                       disclosed to the Bank, could have been reasonably
                       expected to cause the Bank to withdraw its offer of Loan
                       to the Borrower; and

             NO DEFAULT
             (l)       no Event of Default has occurred.

             REPETITION
9.2          The representations and warranties contained in Clause 9.1, (other
             than 9.1(g) in respect of the Base Accounts, and 9.1k in respect of
             information provided to the Bank prior to the date of this
             Agreement) shall survive the signing of this Agreement and shall be
             deemed repeated on the date on which the Loan is drawn and on each
             date on which interest is payable.

10           UNDERTAKINGS

10.1         The undertakings in this Clause 10 shall remain in force until the
             Loan has been repaid in full.

             USE OF LOAN
10.2         The Borrower shall use the Loan for the purpose specified in Clause
             1.1.

             FINANCIAL INFORMATION
10.3         (a)       The Borrower shall supply to the Bank:-

                       (i)        as soon as they become available but in any
                                  event within 180 days after the end of its
                                  financial year the audited financial
                                  statements of the Borrower and the
                                  consolidated audited financial statements of
                                  the Group for that year;

                       (ii)       as soon as they become available but in any
                                  event within 30 days after the end of the
                                  accounting period to which they relate, and in
                                  a format acceptable to the Bank, monthly
                                  management accounts of the Borrower and
                                  consolidated monthly management accounts of
                                  the Group incorporating balance sheet and
                                  profit and loss account, cash flow statement
                                  and aged lists of debtors and creditors;

                       (iii)      promptly all notices or other documents sent
                                  by the Borrower to all or a class of its
                                  shareholders and/or its creditors;

                       (iv)       promptly such further information in the
                                  possession of the Borrower regarding the
                                  financial condition and operations of the
                                  Borrower and the Group as the Bank may
                                  reasonably request provided that (i) the Bank
                                  will only be entitled to request additional
                                  accounts of the Borrower if the Borrower is in
                                  breach of the financial covenants set out in
                                  Clause 11.1 or the Bank believes the Borrower
                                  may be in breach of such covenants and (ii)
                                  the Borrower will only be requested to pass
                                  information to the Bank which may be subject
                                  to confidentiality agreements if the Bank
                                  satisfies any or all confidentiality requests
                                  set out in such agreements;

                       (v)        on each occasion financial statements are
                                  supplied to the Bank pursuant to Clause
                                  10.3(a)(i), a certificate, in a format annexed
                                  as Schedule 2 to this Agreement, signed by a
                                  Director/the Secretary of the Borrower
                                  confirming compliance or otherwise with the
                                  financial covenants detailed in Clause 11.1
                                  outlining the financial covenant levels and
                                  including detailed workings.
<PAGE>   9

             (b)       The Borrower undertakes to ensure that all accounts and
                       other financial information submitted to the Bank
                       pursuant to Clause 10.3(a) are prepared consistently and
                       in accordance with GAAP.

             NOTIFICATION OF DEFAULT
10.4         The Borrower shall notify the Bank of any Event of Default
             immediately upon becoming aware of its occurrence.

             NEGATIVE PLEDGE
10.5         The Borrower shall not, nor shall it permit any of its Subsidiaries
             to, create nor permit to subsist any charge, lien or other
             encumbrance in the nature of a security interest (except a lien or
             other security interest arising by the operation of law in the
             ordinary course of business) on the whole or any part of the
             present or future assets of the Borrower or its Subsidiaries except
             with the prior written consent of the Bank.

             OTHER OBLIGATIONS
10.6         The Borrower shall not, nor shall it permit any of its Subsidiaries
             to, enter into any obligations whether by way of borrowing from
             another source, leasing commitments, factoring of debts, granting
             of guarantees or by any other means (other than as already
             disclosed to the Bank prior to the date of this Agreement) except
             (i) with the prior written consent of the Bank or (ii) any
             liability in respect of any purchase price for products
             manufactured or sold by Zindart (HK) or any of its Subsidiary
             Undertakings or any manufacturer or supplier to the Group in the
             normal course of business on arm's length commercial terms and, for
             the avoidance of doubt, the Borrower shall not be prevented from
             repaying such liabilities as referred to in points (i) and (ii) or
             Trade Receivables to Zindart (HK).

             MATERIAL CHANGE IN BUSINESS
10.7         The Borrower shall not, nor shall it permit any of its Subsidiaries
             to, make or threaten to make any material change in the nature of
             its business as presently conducted except with the prior written
             consent of the Bank.

             DISPOSAL OF ASSETS
10.8         The Borrower shall not, nor shall it permit any of its Subsidiaries
             to, sell, transfer, lease (or where a lease is already in
             existence, consent to the lease being assigned) or otherwise
             dispose of all or a substantial part of the assets of the Borrower
             or its Subsidiaries except with the prior written consent of the
             Bank provided that, with the specific exception of those assets
             detailed in Clause 10.10, disposals of assets (i) not exceeding
             GBP50,000 in aggregate in any financial year or (ii) subject to
             a floating charge only, made in the ordinary course of business of
             the Borrower or the business of its Subsidiaries, shall be
             permitted.

             RESTRICTIONS ON REPAYMENT OF EQUITY/LOAN
10.9         The Borrower shall not without the prior written consent of the
             Bank:-

             (a)       declare or pay or permit the payment of any dividend on
                       any of its shares; or
             (b)       pay or permit the payment of any unpaid arrears and
                       accruals of any dividend in respect of its share capital;
                       or
             (c)       any other distribution of income to any of its members;
                       or
             (d)       make any distribution of capital (whether in cash or in
                       specie) to its members; or
             (e)       redeem or purchase any of its shares; or
             (f)       otherwise reduce its capital; or
             (g)       without the prior consent of the Bank, repay any
                       equity/loan funding provided to it by any person other
                       than the Bank unless and until the Loan has been repaid
                       in full; or
             (h)       pay or permit the payment of any interest in respect of
                       any such loans or any fees,  costs,  expenses or
                       commission to the relevant lender.

             TRADENAMES
10.10        The Borrower shall procure that all trademarks, tradenames, service
             marks, logos, designs and emblems relating to the 'Corgi', 'Lledo'
             and 'Icon' businesses shall, throughout the term of the Loan,
             remain the sole and exclusive property of the Borrower or a Group
             company which has granted appropriate security to the Bank and that
             all other intellectual property rights used by the Borrower and the
             Group in connection with its/their business shall throughout the
             term of the Loan remain either the sole and exclusive property of
             the Borrower or a Group company which has granted appropriate
             security to the Bank or be used under valid licence agreements.

             HEDGING
10.11        The Borrower shall, within 3 months from the date of drawdown of
             the Loan, enter into an interest rate hedging instrument acceptable
             to the Bank and the Borrower at a level, for a period and for a
             notional



<PAGE>   10

             amount acceptable to the Bank and the Borrower.

             INSURANCES
10.12        The Borrower shall, and shall procure that each of its Subsidiaries
             shall, effect and maintain such insurance over its assets and
             business in such manner and to such extent as is reasonable and
             customary for a business engaged in the same or a similar activity
             and the same or similar localities to the Borrower or its
             Subsidiaries subject to the terms of any security provided by the
             Borrower or its Subsidiaries.

             CURRENT ACCOUNT
10.13        The Borrower shall maintain its current account banking business
             with the Bank and with Standard Chartered Bank, GPO Box 21, Hong
             Kong and Corgi Classics, Inc. shall maintain its current account
             banking business with La Salle, 135 South La Salle Street, Chicago,
             USA.

             ENVIRONMENT
10.14        The Borrower shall, and shall procure that each of its Subsidiaries
             shall:-

             (a)       comply with any applicable environmental laws,
                       regulations or practices and comply with and renew all
                       licences, permits, consents or other authorisations held
                       in respect of the Borrower's/its Subsidiaries business;

             (b)       conduct its business in a manner which cannot form the
                       basis of an  environmental  claim  against it; and

             (c)       as soon as it becomes aware of the same, promptly notify
                       the Bank of any breach of any environmental law,
                       regulation or practice or any licence, permit, consent or
                       other authorisation held and remedy at the Borrower's
                       expense any such breach by the use of best available
                       techniques not entailing excessive cost.

             AUTHORISATIONS AND COMPLIANCE
10.15        The Borrower shall, and shall procure that each of its Subsidiaries
             shall:-

             (a)       comply in all material respects with all licences,
                       permits, consents or other authorisations held and with
                       any applicable laws, regulations or other legal
                       requirements; and

             (b)       as soon as it becomes aware of the same, promptly notify
                       the Bank of any breach of (i) any law, regulation or
                       other legal requirement and/or (ii) any licence, permit,
                       consent or other authorisation held, and immediately
                       remedy such breach.

             ILLEGALITY
10.16        The Borrower shall on receiving notice from the Bank repay the Loan
             either forthwith or on a future specified date together with
             interest accrued to the date of repayment and all other amounts
             payable under this Agreement by the Borrower if any change in or
             the introduction of any law, regulation, treaty, official directive
             or rule of any regulatory authority or organisation having
             jurisdiction or any change in the interpretation or application
             thereof should render it unlawful or a breach thereof for the Bank
             to make available, fund or maintain the Loan or to give effect to
             its obligations and exercise its rights contemplated by this
             Agreement.

             POST CLOSING OBLIGATIONS LETTER
10.17        The Borrower shall procure that Corgi Classics, Inc. satisfies its
             obligations under the post completion obligations letter, dated of
             even date herewith, from Corgi Classics, Inc. to the Bank.


11           FINANCIAL COVENANTS

             COVENANTS
11.1         The Borrower undertakes that, in relation to the financial covenant
             in (a) below at each date for compliance specified in Clause 11.3
             and in relation to the financial covenants in (b) and (c) below for
             each accounting period ending on such date, the financial
             position/performance of the Group shall be/have been such that:-

             MINIMUM NET TANGIBLE ASSETS
             (a)       Consolidated Net Tangible Assets are not less than the
                       amount set out in Column A below at any date for
                       compliance falling within the period detailed in Column B
                       below opposite such amount:-


<PAGE>   11
<TABLE>

                           Column A                            Column B
                           --------                            --------
<S>                        <C>                                 <C>
                        GBP9,000,000                       date of drawdown of the Loan to 31 March 2003
                        GBP10,000,000                      1 April 2003 to date of final repayment of the Loan

</TABLE>

             Net Cash Flow:Borrowing Costs Paid
             (b)       the ratio of Consolidated  Net Cash Flow to Consolidated
                       Borrowing Costs Paid shall not be less than 1 : 1

             PBIT:Borrowing Costs
             (c)       the ratio of Consolidated PBIT to Consolidated Borrowing
                       Costs shall not be less than the ratio set out in Column
                       A below for any accounting period ending during the
                       period detailed in Column B below opposite such ratio:-

<TABLE>

                           Column A                            Column B
                           --------                            --------
<S>                        <C>                                       <C>
                           2.25:1                              date of drawdown of the Loan to 31 March 2002
                           3:1                                 1 April 2002 to 31 March 2003
                           4:1                                 1 April 2003 to date of final repayment of the Loan
</TABLE>

             FINANCIAL DEFINITIONS
11.2         For the purposes of Clause 11.1 the following definitions shall
             have the meanings shown opposite them:-

             "Consolidated Borrowing Costs" means, in relation to any accounting
             period of the Group, the aggregate of all interest, commission,
             fees, and charges payable by the Group in respect of its
             Consolidated Gross Borrowings during such period including without
             limitation:-
             (i)     capitalised interest;
             (ii)    finance lease charges; and
             (iii)   dividends on shares issued on the basis that they are or
                     may become redeemable; but excluding interest payable by
                     associates and joint ventures;

             "Consolidated Borrowing Costs Paid" means, in relation to any
             accounting period of the Group, the aggregate of all interest,
             commission, fees, and charges paid and due to be paid by the Group
             in respect of its Consolidated Gross Borrowings during such period
             including without limitation:-
             (i)     capitalised interest;
             (ii)    finance lease charges; and
             (iii)   dividends on shares issued on the basis that they are or
                     may become redeemable; but excluding interest paid by
                     associates and joint ventures;

             "Consolidated Gross Borrowings" means at any time the aggregate of
             all obligations of the Group for the repayment of money, whether
             present or future, actual or contingent incurred in respect of:-
             (i)     money borrowed from all sources;
             (ii)    any bonds, notes, loan stock, debentures or similar
                     instruments;
             (iii)   acceptance credits, bills of exchange or documentary
                     credits;
             (iv)    shares issued on the basis that they are or may become
                     redeemable (at redemption value); (v) gross obligations
                     under finance leases;
             (vi)    the factoring of debts;
             (vii)   guarantees, indemnities or other assurances against
                     financial loss; and
             (viii)  amounts raised or obligations incurred in respect of any
                     other transaction which has the commercial effect of
                     borrowing.
             For the avoidance of doubt, any liabilities in relation to trade
             debts, including any amounts owing to Zindart (HK) and any of its
             Subsidiary Undertakings which arise as a result of the supply of
             goods and services to the Group in the normal course of business
             and in relation to the Trade Receivables (the "Trade Debt"), shall
             be excluded in computing Consolidated Gross Borrowings. However,
             any amounts owed to Zindart (HK) and the Parent by the Group other
             than the Trade Debt (including the GBP8,106,000 subordinated
             loans outstanding at the date of this Agreement) shall be included
             in computing Consolidated Gross Borrowings;

             "Consolidated Net Cash Flow" means in relation to any accounting
             period of the Group, the Group's net cash flow from operating
             activities less the aggregate of (i) tax paid and (ii) Dividends
             paid;

             "Consolidated Net Tangible Assets" means at any time the aggregate
             of the amount paid up or credited as paid up on the issued share
             capital of the Borrower plus or minus (a) any amount standing to
             the credit or debit of the consolidated capital and revenue
             reserves of the Group (including any share premium account or
             capital redemption reserve) and (b) any credit or debit balance on
             the consolidated profit and loss account of the Group (excluding
             for the avoidance of doubt any amount attributable to minority
             interests),
<PAGE>   12


             LESS the aggregate of any amounts attributable to:-

             (i)     pension fund prepayments (net of related deferred tax
                     provisions), capitalised goodwill or any other intangible
                     assets;
             (ii)    shares issued on the basis that they are or may become
                     redeemable (at redemption value);
             (iii)   advance corporation tax recoverable or deferred tax assets;
                     and
             (iv)    the upward revaluation of any asset after 31 March 2000
                     except to the extent that such revaluation is approved in
                     writing for the purposes of this definition by the Bank;

             "Consolidated PBIT" means, in relation to any accounting period of
             the Group, the profit/loss of the Group on ordinary activities
             before tax and after exceptional items but after ADDING back:-

             (i)     Consolidated Borrowing Costs (net of capitalised
                     interest and dividends on redeemable shares);
             (ii)    amortisation of goodwill and other intangible assets;
             (iii)   interest payable by associates and joint ventures;
             (iv)    the Group's share of operating losses arising in associates
                     and joint ventures; and
             (v)     the Group's share of exceptional losses arising in
                     associates and joint ventures;
                     and after DEDUCTING:-
             (vi)    the Group's share of operating profits arising in
                     associates and joint ventures;
             (vii)   interest receivable by associates and joint ventures;
             (viii)  the Group's share of exceptional gains arising in
                     associates and joint ventures;
             (ix)    interest receivable and other similar income; and
             (x)     income from fixed asset investments; and

             "Dividends" means, in relation to any accounting period of the
             Group, all dividends on the Borrower's:- (i) ordinary share
             capital; and (ii) preference share capital (other than redeemable
             preference shares).

             COMPLIANCE DATES
11.3         (a)       The dates for compliance with Clauses 11.1 are:-

                       (i)        each date as at which the financial statements
                                  produced pursuant to Clause 10.3(a)(i) are
                                  prepared;

                       (ii)       each date as at which the management accounts
                                  produced pursuant to Clause 10.3(a)(ii) are
                                  prepared for the financial periods ended 31
                                  March and 30th September each year (commencing
                                  30 September 2001); and

                       (iii)      each date as at which any additional accounts
                                  produced pursuant to Clause 10.3(a)(iv) are
                                  prepared.

             CALCULATION
11.4         The calculation of the financial covenants detailed in Clause 11.1
             shall :-

             (a)       be confirmed by the Bank with reference to the financial
                       statements/accounts/compliance certificates produced
                       pursuant to Clause 10.3(a). The calculation of financial
                       covenants detailed in Clause 11.1 (b) and (c) which are
                       undertaken with reference to management accounts produced
                       in accordance with Clause 10.3(a)(ii) shall be based on
                       cumulative figures for the 12-month period ended on each
                       relevant date for compliance;

             (b)       be in accordance with the accounting principles and
                       policies applied in connection with the Base Accounts.

             CONSISTENT APPLICATION OF ACCOUNTING PRINCIPLES
11.5         If any member of the Group (a) changes its accounting policies as
             applied in connection with the preparation of the Base Accounts
             whether as a result of a change in GAAP or otherwise, and/or (b)
             changes its financial year end, it shall immediately notify the
             Bank to determine whether the change affects the financial
             covenants detailed in Clause 11.1 and the Borrower and the Bank
             shall at the Bank's request negotiate in good faith with a view to
             agreeing such amendments to the financial covenants and/or the
             relevant definitions as set out in Clause 11.2 as may be necessary
             to provide the Bank with protection comparable to that granted as
             at the date of this Agreement. Any such amendments will be
             documented by means of a Supplementary Agreement between the
             Borrower and the Bank.

             COMPUTATION
11.6         If there is any dispute as to any computation under this Clause 11
             (including any amendment sought pursuant to Clause 11.5) or as to
             the interpretation of any of the relevant definitions in Clause
             11.2, the


<PAGE>   13

             decision of the Bank shall, in the absence of manifest error, be
             conclusive and binding on the Borrower.

             DURATION
11.7         The financial covenants set out in this Clause 11 shall remain in
             force until the Loan has been repaid in full.


12           SECURITY

12.1         The obligations of the Borrower to the Bank under this Agreement
             shall be secured by:-

             (a)       all existing security, if any, held by the Bank for the
                       Borrower's liabilities;

             (b)       security in the Bank's preferred form as follows:-

                       (i)        a Debenture creating fixed and floating
                                  charges over the Borrower's whole property and
                                  assets;

                       (ii)       an Unlimited Inter-company Guarantee among the
                                  Borrower, Corgi Classics, Inc., Lledo and Icon
                                  supported by:-

                                  (first)   a Security Agreement by Corgi
                                            Classics, Inc. creating fixed and
                                            floating charges over its whole
                                            property and assets;

                                  (second)  a Debenture by Lledo creating fixed
                                            and floating charges over its whole
                                            property and assets; and

                                  (third)   a Debenture by Icon creating fixed
                                            and floating charges over its whole
                                            property and assets;

                       (iii)      a charge in a form satisfactory to the Bank of
                                  sums standing to the credit of all its
                                  accounts at La Salle Bank, 135 South La Salle
                                  Street, Chicago, Illinois in the name of Corgi
                                  Classics, Inc.;

                       (iv)       a Letter of Non-reactivation in a form
                                  satisfactory to the Bank in relation to Corgi
                                  Sales Limited, Company Number 3057179, Corgi
                                  Toys Limited, Company Number 3057178, Bassett
                                  Lowke Limited, Company Number 3228564,
                                  Bassett-Lowke (Railways) Limited, Company
                                  Number 3240766, Blow-ko Limited, Company
                                  Number 3228159, Zindart (Bermuda) and IIH; and

             (c)       all future security which the Bank may from time to time
                       hold for the Borrower's liabilities.

12.2         The Bank reserves the right to exercise at any time and from time
             to time hereafter at its discretion to require the Borrower or any
             Group company to enter into or procure the entering into of such
             additional or replacement security acceptable to the Bank as the
             Bank may specify.

12.3         For the avoidance of doubt the Borrower acknowledges that all
             security held and to be held by the Bank shall unless the security
             document expressly states otherwise secure all the liabilities of
             the Borrower to the Bank of whatsoever nature.


13           EVENTS OF DEFAULT

13.1         In the event that:-

             NON PAYMENT
             (a)       the Borrower fails to pay on the due date any amount
                       payable under this Agreement (other than where the
                       Borrower demonstrates to the satisfaction of the Bank
                       that such failure is due to an administrative or
                       technical payment error, in which case the Borrower shall
                       have 3 Business Days from the due date to make such
                       payment); or

             MISREPRESENTATION
             (b)       any  representation  or warranty  made or repeated by the
                       Borrower in this  Agreement is or proves to have been
                       incorrect in any material respect when made or repeated;
                       or


<PAGE>   14

             BREACH OF OTHER OBLIGATIONS
             (c)       the Borrower fails to comply with any provision of this
                       Agreement or the Borrower or any other grantor of
                       security fails to comply with any provision of the
                       security provided pursuant to Clause 12 and, where
                       capable of remedy, such failure is not remedied to the
                       reasonable satisfaction of the Bank within 10 Business
                       Days of the Bank giving notice to the Borrower or other
                       grantor requiring the Borrower or other grantor to remedy
                       the same; or

             CROSS DEFAULT
             (d)       the Borrower or any of its Subsidiaries defaults in the
                       performance of any other agreement for borrowed monies so
                       as to accelerate the due date of repayment thereunder or
                       such borrowed monies are not repaid in full on the due
                       date or repayment of any such borrowed monies is due on
                       demand and is not paid in full forthwith on such demand
                       being made provided that, in the absence of any other
                       Event of Default, this provision shall not apply to
                       demand being made in respect of on demand facilities
                       being made available by the Bank to the Borrower from
                       time to time; or

             INSOLVENCY AND ANALOGOUS PROCEEDINGS
             (e)       the Borrower or any of its Subsidiaries is unable to pay
                       its debts within the meaning of Section 123 of the
                       Insolvency Act 1986 or the Borrower or any of its
                       Subsidiaries otherwise becomes insolvent or suspends
                       making payments to all or any class of its creditors or
                       announces an intention to do so; or

             (f)       any distress, diligence, execution, attachment or other
                       legal process affects the whole or a material part of the
                       assets of the Borrower or any of its Subsidiaries and is
                       not discharged within 21 days; or

             (g)       an administrative or other receiver or similar officer is
                       appointed of the whole or any part of the assets of the
                       Borrower or any of its Subsidiaries or the Borrower or
                       any of its Subsidiaries requests any person to appoint
                       such a receiver or similar officer or any other steps are
                       taken to enforce any charge or other security over any of
                       the property of the Borrower or any of its Subsidiaries;
                       or

             (h)       any order is made or any effective resolution is passed
                       or a petition (other than a petition which is frivolous
                       or vexatious or which is withdrawn within 21 days of
                       presentation for advertisement provided the Bank has been
                       notified of such petition prior to its advertisement) is
                       presented or other steps are taken for:-

                       (i)        the winding up, dissolution or liquidation of
                                  the Borrower or any of its Subsidiaries other
                                  than for the purpose of a reconstruction or
                                  amalgamation the terms of which have
                                  previously been approved by the Bank in
                                  writing; or

                       (ii)       the making of an administration order against
                                  the Borrower or any of its Subsidiaries; or

             (i)       any steps are taken by another creditor to repossess any
                       goods in the possession of the Borrower or any of its
                       Subsidiaries under any hire purchase, conditional sale,
                       leasing, retention of title or similar agreement in
                       relation to an undischarged debt in excess of
                       GBP50,000; or

             CONTROL
             (j)       control of the Borrower passes without the consent of the
                       Bank to any person, firm or company acting either
                       individually or in concert or control of any of its
                       Subsidiaries passes without the consent of the Bank to
                       any party outside the Group; or

             US BANK ACCOUNT
             (k)        any steps are taken by another creditor which affect the
                        Bank's security over Corgi Classics, Inc.'s bank account
                        at La Salle Bank; or

             MATERIAL ADVERSE CHANGE
             (k)       any event occurs which in the reasonable opinion of the
                       Bank is likely to have a material adverse effect on the
                       ability of the Borrower to comply with its obligations
                       under this Agreement; or

             OTHER JURISDICTIONS
             (l)       any event occurs which,  under the applicable law of any
                       relevant  jurisdiction,  has an analogous


<PAGE>   15


                       or equivalent effect to any of the events detailed in
                       this Clause 13.1

             then in any such case and at any time thereafter while such event
             is continuing the Bank may by written notice to the Borrower
             declare the Loan, all interest accrued and all other sums payable
             by the Borrower under this Agreement including the additional
             payment detailed in Clauses 6.2 and 6.3 to be immediately due and
             payable and/or terminate the obligations of the Bank under this
             Agreement.

13.2         Without prejudice to the Bank's rights and remedies upon the
             occurrence of an Event of Default as detailed in Clause 13.1, in
             the event of a breach of the financial covenant detailed in Clause
             11.1(c), the Bank may, at its sole discretion, agree to waive the
             default in which case, interest will be charged at the Margin over
             LIBOR/the Bank's Base rate applicable at the relevant time.


14           FEES AND EXPENSES

14.1         The Borrower shall meet all costs, charges and expenses reasonably
             incurred (including the fees and expenses of any legal advisers
             whether directly employed by the Bank or who provide other services
             to the Bank) in connection with:-

             (a)       the preparation and execution of this Agreement; and

             (b)       the constitution and discharge of the security detailed
                       in Clause 12 and any further security granted in favour
                       of the Bank pursuant to Clause 12.

14.2         The Borrower shall meet all costs, charges and expenses incurred
             (including the fees and expenses of any legal advisers whether
             directly employed by the Bank or who provide other services to the
             Bank) in connection with:-

             (a)       the occurrence of any Event of Default;

             (b)       the enforcement or preservation of the Bank's rights
                       under this Agreement and any security held by the Bank in
                       terms of Clause 12; and

             (c)       any breach of any environmental law or regulation by the
                       Borrower or its Subsidiaries.

14.3         The Borrower shall pay to the Bank an arrangement fee of
             GBP40,000 on the date which is the earlier of (i) the date on
             which the Loan is drawn and (ii) the date which is 5 Business Days
             after this Agreement is signed on behalf of the Borrower.

14.4         The Borrower authorises the Bank to debit any unpaid fees and
             expenses to a current account maintained by the Borrower with the
             Bank.


15           NOTICES

15.1         Every notice or other communication made under this Agreement shall
             unless otherwise stated be in writing (by way of letter, telex or
             facsimile transmission) and shall be given:-

             (a)       in the case of the Borrower to its registered office
                       marked for the attention of "The Company Secretary";

             (b)       in the case of the Bank to the Corporate Office.

15.2         Every notice or other communication shall be deemed to have been
             received:-

             (a)       in the case of a letter when delivered personally or two
                       days after its posting by first class post;

             (b)       in the case of a telex or facsimile transmission when
                       despatched.


16           MISCELLANEOUS

16.1         The Borrower may not assign or transfer any of its rights or
             obligations under this Agreement.

16.2         The Bank may assign all or any part of its rights or benefits under
             this Agreement to a Qualifying Bank


<PAGE>   16

             without the consent of the Borrower provided that following any
             such assignment the Borrower will have no greater obligation to the
             assignee than it had to the Bank under the terms of this Agreement
             prior to such assignment and the Borrower will not be liable for
             any costs and expenses incurred in relation to any such assignment.
             The Bank may disclose to a prospective assignee or to any other
             person who may propose entering into contractual relations with the
             Bank in relation to this Agreement such information about the
             Borrower as the Bank shall consider appropriate.

16.3         No delay or omission on the part of the Bank in exercising any of
             its rights powers or privileges under this Agreement shall operate
             as a waiver thereof nor shall any single or partial exercise of any
             right power or privilege preclude any other or further exercise
             thereof or the exercise of any other right power or privilege.

16.4         This Agreement supersedes all prior agreements, arrangements or
             correspondence between the Bank and the Borrower in relation to the
             Loan.

16.5         To the extent that there is any conflict between the terms of this
             Agreement and the security referred to in Clause 12, the provisions
             of this Agreement shall prevail.


17           LAW

17.1         This Agreement shall be governed by and construed in accordance
             with the laws of England.


IN WITNESS whereof this Agreement is executed by the duly authorised
representatives of the Bank and the Borrower.


For and on behalf of the Bank


Signature /s/ PAUL TANDY
          ......................

Date January 24, 2001
     ...........................


For and on behalf of the Borrower


Signature /s/ LEN KALKUN
          ......................

Date January 24, 2001
     ...........................






<PAGE>   17



                                   SCHEDULE 1
The cost to the Bank referred to in Clause 4.3(a) will be calculated in
accordance with the following formula:-

                              XL + S(L - D) + F x 0.01
                              ------------------------
                                   100 - (X + S)

where on the day(s) of application of the formula:

X -        is the percentage of Eligible Liabilities (in excess of any stated
           minimum) by reference to which the Bank is required under or
           pursuant to the Bank of England Act 1998 to maintain cash ratio
           deposits with the Bank of England;

L -        is the percentage rate per annum at which sterling deposits for the
           relevant period are offered to the Bank by leading banks in the
           London Inter-Bank Market at or about 11.00 a.m. on that day;

F-         is the rate of charge payable by the Bank to the Financial Services
           Authority pursuant to paragraph 2 of the Fees Regulations (but where
           for this purpose, the figure at paragraph 2.02b/2.03b shall be deemed
           to be zero) and expressed in pounds per GBP1 million of the Fee
           Base of the Bank;

S -        is the level of interest-bearing Special Deposits, expressed as a
           percentage of Eligible Liabilities, which the Bank is required to
           maintain by the Bank of England (or other United Kingdom governmental
           authorities or agencies); and

D -        is the percentage rate per annum payable by the Bank of England to
           the Bank on Special Deposits

X, L, S and D are to be expressed in the formula as numbers and not as
percentages. A negative result obtained from subtracting D from L shall be given
the value of zero.

Each calculation will be rounded up to the next one sixty-fourth of one per
cent.

For the purposes of this Schedule:-

ELIGIBLE LIABILITIES and SPECIAL DEPOSITS shall bear the meanings ascribed to
them under or pursuant to the Bank of England Act 1998 or by the Bank of England
(as may be appropriate), on the day of the application of the formula.

FEE BASE has the meaning ascribed to it for the purposes of, and shall be
calculated in accordance with, the Fees Regulations.

FEES REGULATIONS means, as appropriate, either the Banking Supervision (Fees)
Regulations 1998 or such regulations as from time to time may be in force,
relating to the payment of fees for banking supervision in respect of periods
subsequent to 31 March 1999.

Any reference to a provision of any statute, directive, order or regulation
herein is a reference to that provision as amended or re-enacted from time to
time.

If alternative or additional financial requirements are imposed which in the
Bank's opinion make the formula set out above no longer appropriate, the Bank
shall be entitled to stipulate such other formula as shall be suitable to apply
in substitution for the formula set out above.



<PAGE>   18



                                   SCHEDULE 2

                            CERTIFICATE OF COMPLIANCE

To:        The Royal Bank of Scotland plc
           Leicestershire Corporate Business Centre
           St Johns House
           East Street
           Leicester
           LE1 6NB




Dear Sirs

CORGI CLASSICS LIMITED -(GBP)4,000,000 TERM LOAN FACILITY AGREEMENT DATED
[             ] 2001 (THE "FACILITY AGREEMENT")
CERTIFICATE OF COMPLIANCE IN RESPECT OF THE FINANCIAL YEAR ENDED [             ]

The calculations of the tests set out in the financial covenants detailed in
Clause 11.1 are attached and the Borrower hereby confirms that the financial
covenants have been complied with on the Compliance Dates referred to in Clause
11.3 of the Facility Agreement.

Yours faithfully





for and on behalf of
CORGI CLASSICS LIMITED



 .........................................
Director/Secretary



<PAGE>   19







Extract from the Minutes of a Meeting of the Directors of

CORGI CLASSICS LIMITED (the "Company")




"After due consideration of all the circumstances and on being satisfied that it
is for the benefit of the Company and in the interests of the Company for the
purpose of carrying on its business to enter into a loan agreement (the
"Agreement") in the form now produced in respect of a loan of GBP4,000,000
(FOUR MILLION POUNDS STERLING) from The Royal Bank of Scotland plc (the "Bank").

IT WAS RESOLVED THAT *                                         be authorised
to sign on behalf of the Company the Agreement and any documents required by the
Bank in connection with the Agreement."





I HEREBY CERTIFY that the foregoing is a true extract from the Minutes of a
Meeting of the Directors of the Company at which (all appropriate interests
having been declared) a quorum entitled to vote was present duly held on the *
day of and that a true copy of the Agreement has been retained by the Company.




Secretary________________________________________________

* Please complete