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                                                                    EXHIBIT 10.1

                              EMPLOYMENT AGREEMENT


     THIS EMPLOYMENT AGREEMENT ("AGREEMENT"), dated as of October 1, 2000 (the
"COMMENCEMENT DATE"), is between Zindart Limited, a corporation organized under
the laws of Bermuda (the "COMPANY"), and Peter A.J. Gardiner, a natural person
("EMPLOYEE").

     WHEREAS, an affiliate of the Company is a Hong Kong-based manufacturer of
die-cast collectibles, injection-molded products and scale models with
operations in the People's Republic of China;

     WHEREAS, an affiliate of the Company is the owner of the Corgi brand,
business and operations in the United Kingdom;

     WHEREAS, an affiliate of the Company is a P.R.C.-based manufacturer or
pop-up, specialty books and packaging; and

     WHEREAS, the sole shareholder of the Company ("ZHK") has American
Depositary Shares representing Ordinary Shares of ZHK listed on the Nasdaq
National Market.

     NOW, THEREFORE, in consideration of the premises and mutual convenants and
agreements contained herein, and intending to be legally bound, the parties
hereto hereby agree as follows:

     Section 1. EMPLOYMENT. The Company hereby employs Employee, and Employee
hereby accepts employment, upon the terms and subject to the conditions set
forth herein.



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     Section 2. DUTIES.

          (a) POSITION. Employee shall be employed as Chief Executive Officer of
the Company. Employee shall have such responsibilities and duties as are
determined by the Board of Directors of ZHK (the "Board") and are consistent
with his position as described in section 2(b).

          (b) RESPONSIBILITIES. It is the intention of the parties that, subject
to the authority of the Board, Employee shall be responsible for overseeing the
investment of ZHK in its subsidiaries and supervising the Asian and European
operations of ZHK, including, without limitation:

               (i) advice regarding the formulation and implementation of ZHK's
business and strategic planning, including advice as to what line or lines of
business to pursue, strategic partnerships, joint ventures, potential mergers,
acquisitions and/or other corporate reorganizations or restructuring, formation
of subsidiaries and/or affiliates, and advice concerning the general direction
of ZHK;

               (ii) subject to the final approval of the Board, advice
concerning the identification, retention and termination of personnel and ZHK's
professional advisors, including the determination of salary and fringe benefits
to be paid to the executive officers of ZHK and its subsidiaries; and

               (iii) overall supervision of all accounting, administrative and
legal matters within the ordinary course of ZHK's business.

          (c) BOARD MEMBERSHIP. During the term of Employee's employment
hereunder, the Company shall use its best efforts to cause Employee to be a
member of the Board, with all rights and privileges attendant thereto.

          (d) OBLIGATIONS.

               (i) Except as otherwise provided herein, Employee agrees to
devote his full working time, attention and energies to the performance of his
duties for the Company.



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               (ii) It shall not be a violation of this Agreement for Employee,
with the Board's consent, to (a) serve on corporate, civic or charitable boards
or committees, (b) deliver lectures, fulfill speaking engagements or teach at
educational institutions, or (c) manage personal investments, so long as such
activities do not significantly interfere with the performance of Employee's
responsibilities to the Company in accordance with this Agreement. It is
expressly understood and agreed that to the extent that the such activities have
been conducted by Employee prior to the Commencement Date, the continued conduct
of such activities (or the conduct of activities similar in nature and scope
thereto) subsequent to the Commencement Date shall not thereafter be deemed to
interfere with the performance of the Employee's responsibilities to the
Company. Employee hereby represents and warrants to the Company that Employee's
current engagements in and commitments to the activities described in the
previous sentence do not and shall not interfere with Employee's ability to
comply with Section 2(d)(i).

               (iii) Notwithstanding any other provision of this Agreement,
Employee shall have the right to make a written request to the Board in advance
for a written statement that a proposed business, position or activity is not in
violation of this Agreement, which determination the Board shall make in its
sole discretion. If Employee receives such statement or, if within 60 days of
making the request, he receives no reply, he may assume that the business,
position or activity is not competing or otherwise in violation of this
Agreement, and he may proceed with such business, position or activity without
such business, position or activity being considered to be violating any
provision of this Agreement. However, if thereafter, the Board determines in its
sole discretion that Employee's conduct of such business, position or activity
is in violation of this Agreement, it may notify him in writing of such
determination and Employee shall cease such business, position or activity
within 60 days of receipt of such notice.

          (e) LOCATION. Employee's primary duties shall be performed in Hong
Kong and the United Kingdom. Employee acknowledges and agrees that Employee may
be required to undertake a reasonable amount of travel in connection with the
fulfillment of his duties to the Company hereunder.



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     Section 3. TERM. The initial term of Employee's employment shall commence
on the Commencement Date and shall continue until September 30, 2003 (the
"INITIAL TERM"), unless earlier terminated pursuant to section 6 below, and
shall be renewed automatically for additional one (1) year terms thereafter
(each, a "RENEWAL TERM") unless terminated by either party on written notice to
the other given at least 180 days prior to the expiration of the Initial Term or
any subsequent Renewal Term.

     Section 4. COMPENSATION AND BENEFITS. Until the termination of the
Employee's employment hereunder, in consideration for the services of Employee,
the Company shall compensate Employee as follows:

          (a) BASE SALARY. The Company shall pay Employee, in accordance with
ZHK's then-current payroll practices and schedule, a base salary ("BASE
SALARY"). The Base Salary to be paid Employee during the period from the
Commencement Date until the first anniversary of the Commencement Date shall be
HK$2,340,000 per annum. The Company shall not object if Employee desires his
compensation to be paid in another currency. This Base Salary shall be reviewed
at least annually by the Board, and any increase will be effective on the next
anniversary of the Commencement Date. The date of the annual performance review
will be established by the Board. The Board may review and increase Employee's
Base Salary at any time and in any amount as it so decides in its sole
discretion.

          (b) BONUS AND INCENTIVE COMPENSATION. The Company agrees to pay
Employee during the term of his employment an annual bonus of up to 100% of his
Base Salary within 60 days of the end of each fiscal year in an amount to be
determined by the Board, based on criteria to be mutually agreed between
Employee and the Company, and subject to the approval of ZHK, within 60 days of
the date hereof, which criteria shall be attached as Schedule A hereto.

          (c) VACATION. Employee shall be entitled to twenty-five (25) days of
paid vacation per year of employment, which shall accrue in equal amounts on the
last day of each fiscal quarter following the Commencement Date.



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          (d) INSURANCE, ETC. The Company shall provide, or shall cause to be
provided by ZHK, accident, disability, life and health insurance (the
"BENEFITS") at its expense to Employee and his spouse, under group accident,
travel, disability, life and health insurance plans (if any) maintained by ZHK
for its full-time, salaried, senior officer level employees (pursuant to the
terms and conditions of such plans) as such employment benefits may be modified
from time to time by the Board for all full-time, salaried, senior officer level
executives. The amount and extent of such coverage shall be subject to the
discretion of the Board. The Company will also provide, or will cause to be
provided by ZHK, Employee with term life insurance with a death benefit of
$2,000,000.

          (e) GRANT OF OPTIONS. Within 10 business days of the Commencement
Date, Employee shall be granted an option or options to purchase American
Depositary Shares ("ADSs") representing up to 500,000 Ordinary Shares of ZHK at
an exercise price of US$2.50 per ADS. At the sole discretion of the Board,
Employee may from time to time be granted additional options to purchase ADSs.
To the extent permitted by applicable law, the Company shall procure ZHK to
cause such options to qualify for treatment as "incentive stock options" within
the meaning of the U.S. Internal Revenue Code of 1986, as amended, to the
maximum extent allowed thereby or by other applicable law. The amounts and terms
of any such stock options will be specified in a stock option agreement or
agreements between Employee and ZHK.

          (f) INDEMNIFICATION. Employee, in connection with his employment and
his service as an officer and/or director of the Company or any of its
subsidiaries or other Affiliates, shall be indemnified under the laws of the
jurisdiction in which each of the relevant entities is incorporated to the same
extent as other senior executives of ZHK and the Company are so indemnified. For
the purpose of this Agreement, "Affiliate" means any person that, directly or
indirectly, through one or more intermediaries, controls, or is controlled by,
or is under common control with, the person specified. At all times during
Employee's employment, the Company or ZHK, as appropriate, shall maintain
directors' and officers' liability insurance coverage covering Employee.

     Section 5. EXPENSES.



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          (a) The Company shall reimburse Employee for all reasonable business
expenses in accordance with ZHK's policies, including, without limitation,
telecommuncations, travel, and entertainment expenses incurred by Employee in
connection with the business of the Company or ZHK, upon the presentation by
Employee of appropriate documentation. Air travel by Employee shall be on a
Business Class basis or, where approved by the Board, reasonably necessary or
reasonably appropriate, First Class. Employee shall furnish documentation
concerning such expenses to the Company or ZHK in a manner and form as required
by the Company or ZHK.

          (b) The Company agrees to provide, or to cause ZHK to provide, to
Employee at its sole expense:

               (i) A luxury class automobile and all reasonable applicable
insurance, maintenance and other operating costs thereof, or reimbursement to
Employee of related costs, provided that the lease payments on such automobile
payable or reimbursable by the Company hereunder shall not exceed HK$9,750 per
month in the aggregate.

               (ii) A reserved parking place to the extent practicable, provided
that the Company shall reimburse, or cause ZHK to reimburse, to Employee his
parking expenses if the Company or ZHK is unable to provide such parking place.

               (iii) An annual physical examination for Employee and his spouse
by a physician chosen by the Company or ZHK.

               (iv) All membership fees in any professional societies,
associations or bodies appropriate to Employee's position.

          (c) The Company agrees to reimburse to Employee the reasonable
professional fees and expenses of legal counsel incurred by Employee in
connection with the negotiation and drafting of this Agreement, not in excess of
US$7,000.

     Section 6. TERMINATION. Employee's employment shall commence on the
Commencement Date and continue until the expiration of the Initial Term or any
Renewal Term, except if the employment of Employee shall earlier terminate as
follows:



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          (a) TERMINATION FOR CAUSE. For purposes of this Agreement, the term
"Cause" shall mean any one or more of the following, as determined by the Board
(excluding any vote of Employee):

               (i) Employee shall have committed an act of misappropriation,
embezzlement, fraud, or other similar intentional misconduct with respect to the
Company's or ZHK's business, or

               (ii) Employee shall have been convicted by a court of competent
jurisdiction of, or have pleaded guilty or nolo contendere to, any felony or a
misdemeanor involving moral turpitude, either of which materially affects the
ability of Employee to perform his duties, obligations and responsibilities as
set forth herein or the good name, goodwill or reputation of the Company or ZHK;
or

               (iii) Employee shall have materially breached any one or more
provisions of this Agreement and such breach shall not have been cured for a
period of thirty (30) days after written notice to Employee specifying the
breach in reasonable detail; provided, however, that the foregoing opportunity
to cure shall not apply if the Board reasonably determines that Employee's
breach is not capable of cure; or

               (iv) Employee takes any action or omits to take any action, which
act or omission Employee knew or reasonably should have known would likely be
materially adverse to the business of the Company, ZHK or any of its
subsidiaries; or

               (v) gross negligence by Employee in the performance of, or
willful disregard by Employee of, his employment obligations or authority as set
forth herein; or

               (vi) Employee shall have refused to obey any lawful resolution or
direction of the Board that is consistent with his duties hereunder, and such
refusal shall have continued for a period of ten (10) days after written notice
to Employee specifying such refusal in reasonable detail.

          (b) RESIGNATION FOR GOOD REASON. For purposes of this Agreement, "Good
Reason" shall mean any one or more of the following:



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               (i) a material breach of this Agreement by the Company, which
breach shall have continued for a period of thirty (30) days after written
notice by Employee to the Board specifying the breach in reasonable detail; or

               (ii) a material and substantial reduction in the authority,
duties or responsibilities of Employee to a level below those associated with
the position as described in section 2 hereof, or material adverse change in
Employee's job title, or a detrimental alteration of the terms, conditions or
scope of Employee's employment, as described in that section, or a demotion or
replacement of Employee, whether or not undertaken following a sale, merger,
acquisition, consolidation or restructuring, and whether or not accompanied by a
change in title or a reduction in salary or benefits; or

               (iii) any reduction in Employee's then-current Base Salary or
other benefits provided hereunder, unless such reduction is consistent with
Section 4(d); or

               (iv) the failure of the Company to obtain an agreement reasonably
satisfactory to Employee from any successor to assume and agree to perform this
Agreement, as contemplated in section 15(e) hereof or, if the business for which
Employee's services are principally performed is sold or transferred, the
failure of the Company to obtain such an Agreement from the purchaser or
transferee of such business; or

               (v) the failure of ZHK to provide sufficient funding to the
Company so as to enable the Company to make the salary and benefit payments set
forth in this Agreement.

          (c) DEATH OR DISABILITY. Employee's employment will be terminated
immediately upon Employee's death. In the event of Employee's Disability, the
Company agrees to continue payment of Employee's Base Salary; provided, however,
Employee's employment may be terminated in accordance with applicable law by a
vote of a majority of the Board if Employee remains Disabled for a period of
more than six (6) months during any twelve (12) month period ("Disability").
Employee shall be Disabled if he has a physical or mental impairment as a result
of which he is unable to perform the essential functions of his job. In the
event Employee's employment is terminated due to Employee's death or Disability,
as provided



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in this section, Employee shall not be entitled to receive any further
compensation or payments from the Company (except for any Base Salary due
Employee for his services performed prior to the date Employee's employment with
the Company terminates and/or any previously awarded but unpaid bonus). Any
vested options owned by Employee as of his death may pass to his heirs in
accordance with and subject to applicable law, subject to such restrictions on
exercise, transfer and the like as were applicable to Employee.

          (d) NOTIFICATION OF TERMINATION. Any termination by the Company
(which, for purposes of this Section and Section 7 shall be deemed to include a
termination by the Board) for Cause, or by Employee for Good Reason, shall be
communicated by Notice of Termination to the other party given in accordance
with section 14(a) of this Agreement. For purposes of this Agreement, a "Notice
of Termination" means a written notice which (i) indicates the specific
termination provision in this Agreement relied upon, (ii) sets forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of Employee's employment under the provision so indicated and (iii)
specifies the termination date (which date, in the case of termination for Good
Reason, shall be not more than thirty (30) days after the giving of such
notice). The failure by Employee or the Company to set forth in the Notice of
Termination any fact or circumstance which contributes to a showing of Good
Reason or Cause shall not waive any right of Employee or the Company,
respectively, or preclude Employee or the Company, respectively, from asserting
such fact or circumstance in enforcing Employee's or the Company's rights.

          In addition, Employee shall not be deemed to have been terminated for
Cause unless and until there shall have been delivered to Employee a copy of a
resolution duly adopted by the Board at a meeting of the Board called and held
for such purpose (after reasonable notice to Employee and an opportunity for
Employee to be heard before the Board), finding that in the good faith opinion
of the Board, Employee was engaged in the conduct set forth in section 6(a)(i),
(ii), (iii), (iv), (v) or (vi).

     Section 7. CERTAIN CONSEQUENCES OF TERMINATION.

          (a) TERMINATION FOR CAUSE; RESIGNATION WITHOUT GOOD REASON. If
employment shall be terminated by the Company for Cause pursuant to section 6(a)
or by



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Employee's resignation without Good Reason prior to the end of the Initial Term
or any Renewal Term, the Company shall pay Employee his Base Salary and provide
his Benefits only through the date of termination. No compensation or benefits
will accrue or be owed to Employee for any period after the effective date of
termination. The Company will not accrue liability of any kind on account of
such termination.

          (b) TERMINATION WITHOUT CAUSE; RESIGNATION FOR GOOD REASON. If
employment shall be terminated by the Company without Cause or by Employee for
Good Reason, the Company shall provide the following benefits, regardless of any
income received by Employee pursuant to any new employment of Employee during
the period of payment of any severance payments under this paragraph (b):

               (i) pay Employee his Base Salary through the date of termination
and, in addition, severance pay equal to one year of his Base Salary. All of the
foregoing payments of severance shall be payable in accordance with the
Company's standard payroll schedule;

               (ii) continue to provide the Benefits (with an appropriate "gross
up" sufficient to result in Employee's having no net income tax liability for
such Benefits) for a period equal to that during which severance payments
continue to be made under this section, to the extent Employee is not eligible
for similar coverage under the plan of another Employer;

               (iii) provide Employee with a pro rata portion of any cash bonus
he would have received under section 4(b) had he not been terminated without
Cause or Good Reason; and

               (iv) subject to applicable law, accelerate to the date of
Employee's termination the vesting of Employee's stock options that would have
vested during the one year period immediately following the effective date of
the termination of his employment.

     Section 8. CONFIDENTIAL INFORMATION. Employee recognizes and acknowledges
that certain assets of the Company and its Affiliates constitute Confidential
Information. The term "Confidential Information" as used in this Agreement shall
mean non-public information concerning financial data, strategic business plans,
product development (or



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other proprietary product data), customer lists, marketing plans and other
non-public, proprietary and confidential information of the Company or its
Affiliates that is not otherwise available to the public (including, without
limitation, information regarding clients, customers, pricing policies, methods
of operation, proprietary computer programs, sales, products, profits, costs,
markets, key personnel, formulae, product applications, technical processes, and
trade secrets). Employee shall not, during or after his term of employment,
disclose all or any part of the Confidential Information to any person, firm,
corporation, association, or any other entity for any reason or purpose
whatsoever, directly or indirectly, except as may be required pursuant to his
employment hereunder, unless and until such Confidential Information becomes
publicly available other than as a consequence of the breach by Employee of his
confidentiality obligations hereunder. In the event of the termination of his
employment, whether voluntary or involuntary and whether by the Company or
Employee, or at any time upon the request of the Board, Employee shall return to
the ZHK all property belonging to the Company or its Affiliates that are in
Employee's (or Employee's heirs' or personal representatives') possession or
control. In addition, Employee shall deliver to the ZHK all documents and
materials containing Confidential Information and shall not take with him any
documents, materials or data of any kind or any reproductions (in whole or in
part) or extracts of any items relating to the Confidential Information.

     Notwithstanding the foregoing, in the event that Employee receives a
request or is required (by deposition, interrogatory, request for documents,
subpoena, civil investigative demand or similar process) to disclose all or any
part of the Confidential Information, Employee agrees to (a) immediately notify
the Company and ZHK of the existence, terms and circumstances surrounding such
request or requirement, (b) consult with the Company and its Affiliates on the
advisability of taking legally available steps to resist or narrow such request
or requirement, and (c) assist the Company and its Affiliates in seeking a
protective order or other appropriate remedy. In the event that such protective
order or other remedy is not obtained or that the Company and ZHK waive
Employee's compliance with the provisions hereof, (i) Employee may disclose to
any tribunal only that portion of the Confidential Information that Employee, as
advised by counsel, is legally required to be disclosed and shall exercise his
best efforts to obtain assurance that the disclosure will be treated
confidentially and (ii) Employee



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shall not be liable for such disclosure unless disclosure to any such tribunal
was caused by or resulted from a previous disclosure by Employee not permitted
by this Agreement.

     Section 9. NON-COMPETITION. During all periods of Employee's employment
hereunder, Employee agrees that, without the prior written consent of the Board,
he will not, directly or indirectly, either as a principal, manager, agent,
consultant, officer, stockholder, partner, investor, employee or in any other
capacity, carry on, be engaged in or have any financial interest in, any
business entity that engages in (1) the production or marketing of die-cast or
injection-molded products or scale models or books and specialty packaging or
(2) any logical horizontal or vertical extensions of the production or marketing
of such products, in each case in anywhere in the world where the Company or its
Affiliates' products are sold or distributed (the "Business"); provided that
Employee may own, directly or indirectly, solely as a passive investment,
securities of any entity traded on any national securities exchange or automated
quotation system if Employee is not a controlling Person of, or a member of a
group which controls, such entity and does not, directly or indirectly,
"beneficially own" (as defined in Rule 13d-3 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), without regard to the 60 day period
referred to in Rule 13d-3(d)(1)(i)) 5% or more of any class of securities of
such entity. Employee hereby acknowledges and agrees that the foregoing
restrictive covenant is reasonable in terms of temporal, geographic and subject
matter scope.

     Section 10. NON-SOLICITATION. Employee acknowledges that, because of the
nature of Employee's work for the Company, Employee's solicitation, serving or
retention of certain customers, clients, vendors, suppliers, distributors or
consultants (each such person or entity, a "Customer or Supplier") or employees
related to Employee's work for the Company and its Affiliates relating to the
Business would necessarily involve the unauthorized use or disclosure of
Confidential Information, and the proprietary relationships and goodwill of the
Company and its Affiliates. Accordingly, for a period of two years following the
termination of Employee's employment with the Company, Employee shall not, with
respect to the Business, directly or indirectly, solicit, provide services to or
retain any Customer or Supplier of the Company or its Affiliates with which the
Company or its Affiliates engaged in business transactions during the two-year
period prior to termination of Employee's employment with the Company, provided
that the restrictions contained in this sentence shall only apply to those



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activities described in clauses (1) and (2) of Section 9. Employee further
agrees that for a period of two years following the termination of Employee's
employment with the Company, Employee shall not, directly or indirectly,
solicit, induce, or attempt to solicit or induce, any Customer or Supplier or
employee to terminate his, her or its relationship with the Company (including
its Affiliates) relating to the Business for any purpose, including the purpose
of associating with or becoming a Customer or Supplier or employee, whether or
not exclusive, of Employee or any entity of which Employee is or becomes a
partner, stockholder, principal, member, officer, director, principal, agent,
trustee or consultant, or otherwise solicit, induce, or attempt to solicit or
induce any such Customer or Supplier or employee to terminate his, her or its
relationship with the Company relating to the Business for any other purpose or
no purpose.

     Section 11. DISCOVERIES AND WORKS. All Discoveries and Works made or
conceived by Employee during his employment by the Company, jointly or with
others, that relate to the business of the Company or its Affiliates, shall be
owned by ZHK. The term "Discoveries and Works" includes, without limitation,
trade secrets and other confidential information, patents and patent
applications, trademarks and trademark registrations and applications, service
marks and service mark registrations and applications, trade names, copyrights
and copyright registrations and applications. Employee shall (a) promptly
notify, make full disclosure to, and execute and deliver any documents requested
by, ZHK, to evidence or better assure title to Discoveries and Works in ZHK, as
so requested, (b) renounce any and all claims, including, but not limited to,
claims of ownership and royalty, with respect to all Discoveries and Works and
all other property owned or licensed by the Company or its Affiliates, (c)
assist the Company and its Affiliates in obtaining or maintaining for itself at
its own expense patents, copyrights, trade secret protection or other protection
of any and all Discoveries and Works, and (d) promptly execute, whether during
his employment with the Company or thereafter, all applications or other
endorsements necessary or appropriate to maintain patents and other rights for
the Company and its Affiliates and to protect the title of the Company and its
Affiliates thereto, including, but not limited to, assignments of such patents
and other rights. Employee acknowledges that all Discoveries and Works shall be
deemed "works made for hire" under the U.S. Copyright Act of 1976, as amended.



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               (a) Employee has provided on Schedule B hereto a list describing
all inventions, original works of authorship, developments, improvements, and
trade secrets which were made by Employee prior to employment with the Company,
which belong to Employee alone or jointly with others, which relate to the
Company's or its Affiliates' business, products or research and development, and
which are not assigned to the Company or its Affiliates. If "none" is stated on
Schedule B, Employee therefore represents that there are no such inventions,
works of authorship, developments, improvements or trade secrets.

               (b) Employee understands that the provisions of this Agreement
requiring assignment to the Company or its Affiliates do not apply to any
invention made by an employee of the Company which qualifies fully under the
provisions of Section 2870 of the California Labor Code which provides:

          (a) Any provision in an employment agreement which provides that an
          employee shall assign, or offer to assign, any of his or her rights in
          an invention to his or her employer shall not apply to an invention
          that the employee developed entirely on his or her own time without
          using the employer's equipment, supplies, facilities, or trade secret
          information except for those inventions that either: (1) Relate at the
          time of conception or reduction to practice of the invention to the
          employer's business, or actual or demonstrably anticipated research or
          development of the employer; or (2) Result from any work performed by
          the employee for the employer. (b) To the extent a provision in an
          employment agreement purports to require an employee to assign an
          invention otherwise excluded from being required to be assigned under
          Subdivision (a), the provision is against the public policy of this
          state and is against the public policy of this state and is
          unenforceable.

Employee agrees to advise the Company and ZHK promptly in writing of any
inventions that he believes meet the criteria of Section 2870 of the California
Labor Code, and will also provide at that time to the Company and ZHK in writing
all evidence necessary to substantiate that belief. the Company will keep in
confidence and will not disclose to third parties without Employee's consent any
confidential information disclosed in writing to the Company relating to
inventions that qualify fully under the provisions of Section 2870 of the
California Labor Code.

     Section 12. REMEDIES. Employee agrees that any breach of the covenants
contained in Section 9, 10, or 11 would irreparably injure the Company.
Accordingly, the Company may, in addition to pursuing any other remedies it may
have in law or in equity, obtain



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an injunction against Employee from any court having jurisdiction over the
matter, restraining any threatened or further violation of Section 9, 10 or 11
by Employee.

     Section 13. ARBITRATION. Subject to Section 10, the parties agree that any
dispute arising out of or relating to Employee's employment and its termination
(except for injunctive relief as set forth in Section 12), including but not
limited to claims of employment discrimination, shall be subject to binding,
mandatory arbitration in San Francisco, California before a single, neutral
arbitrator, under the National Rules for the Resolution of Employment Disputes
of the American Arbitration Association (the "AAA") then in effect. the Company
shall be responsible for paying all of the AAA's administrative fees and
arbitrator's fees, except that Employee shall be responsible for paying an
amount equal to the applicable court filing fee. In all other respects, the
parties shall bear their own attorney's fees and costs. The parties shall have
the right to conduct discovery which provides them with access to documents and
witnesses that are essential to the dispute, as determined by the arbitrator.
the Company may seek injunctive relief in the appropriate court necessary to
protect its trade secrets, confidential business information, or to prevent
solicitation of its employees, customers or other relationships in violation of
any legal obligation or contractual agreement between the parties ("Unfair
Competition Claims.") Except for such injunctive relief, Unfair Competition
Claims are subject to arbitration under this Agreement. The arbitrator's written
award shall include the essential findings and conclusions upon which the award
is based. To the extent permitted by applicable law, the prevailing party shall
be entitled to recover its reasonable attorney's fees and non-arbitration costs.

     Section 14. GENERAL.

          (a) NOTICES. All notices and other communications hereunder shall be
in writing, and shall be deemed to have been duly given if delivered personally
or if sent by overnight courier or by certified mail, return receipt requested,
postage prepaid, or transmitted by facsimile transmission, to the other party at
the address sent forth below:

     If to the Company, to:       Conyers Dill & Pearman
                                  Clarendon House
                                  P.O. Box HM 666
                                  Hamilton, Bermuda HM CX



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                                  Facsimile: (441) 296-2603


     With a copy to:              Skadden, Arps, Slate, Meagher & Flom LLP
                                  525 University Avenue, Suite 220
                                  Palo Alto, CA 94301
                                  Tel: 650-470-4500
                                  Fax 650-470-4570

     If to Employee, to:          Peter A. J. Gardiner
                                  Linden Park
                                  Hawick TD985U
                                  Roxburghshire, Scotland
                                  Tel: 01450-376430
                                  Fax: 01450-370275


     with a copy to:              McCutchen Doyle Brown & Enersen, LLP
                                  355 South Grand Avenue
                                  Los Angeles, California 90071-1560
                                  Attention: Ronald J. Cooke


Any such notice shall be effective (i) if delivered personally, when received,
(ii) if sent by overnight courier, when receipted for, (iii) if mailed, five (5)
days after mailing and (iv) if by facsimile, when electronically confirmed by
the sender.

          (b) SEVERABILITY. If any provision of this Agreement is or becomes
invalid, illegal or unenforceable in any respect under any law, the validity,
legality or enforceability of the remaining provisions hereof shall not in any
way be affected or impaired.

          (c) WAIVERS. No delay or omission by either party hereto in exercising
any right, power, or privilege hereunder shall impair such right, power, or
privilege, nor shall any single or partial exercise of any such right, power, or
privilege preclude any further exercise thereof or the exercise of any other
right, power, or privilege.

          (d) COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.



                                       16
<PAGE>   17

          (e) SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of the Company's successors and Employee's personal or
legal representatives, executors, administrators, heirs, distributees, devisees
and legatees. This Agreement shall not be assignable by Employee, it being
understood and agreed that this is a contract for Employee's personal services.
This Agreement shall not be assignable by the Company except in connection with
a Change of Control or a transaction involving the succession by a third party
to all or substantially all of the Company's business and/or assets (whether
direct or indirect and whether by purchase, merger, consolidation, liquidation
or otherwise), in which case the Company shall require any such successor to
assume this Agreement and expressly agree to perform this Agreement in the same
manner and to the same extent as the Company would be required to perform it in
the absence of a succession. For all purposes under this Agreement, the term
"Employer" shall include any successor to the Company's business and/or assets
as aforesaid which assumes and agrees to perform this Agreement by operation of
law, or otherwise.

     For purposes of this Agreement "Change of Control" shall mean (a) the
acquisition of 50 percent or more of each class of the outstanding shares of the
Company by a third party which is not an Affiliate of the Company, (b) a merger,
consolidation or other reorganization of the Company (other than
reincorporation), if after giving effect to such merger, consolidation, or other
reorganization, the shareholders of the Company immediately prior to such
merger, consolidation, or other reorganization do not represent a majority in
interest of the holders of voting securities (on a fully diluted basis) with the
ordinary power to elect directors of the surviving entity after such merger,
consolidation or other reorganization, or (c) the sale of all or substantially
all of the assets of the Company to a third party who is not an Affiliate of the
Company.

          (f) SURVIVORSHIP. The respective rights and obligations of the parties
hereunder, including but not limited to Employee's obligations under Section 9,
10 and 11 above, shall survive any termination of this Agreement to the extent
necessary to the intended preservation of such rights and obligations.



                                       17
<PAGE>   18

          (g) EACH PARTY THE DRAFTER. This Agreement and the provisions
contained in it shall not be construed or interpreted for or against any party
to this Agreement because that party drafted or caused to be drafted any of its
provisions.

          (h) CURRENCY EQUALIZATION. In the event the Hong Kong dollar should
devalue relative to the U.S. dollar during the term of this Agreement,
Employee's salary shall be increased accordingly.

          (i) HEADINGS. All descriptive headings to sections and paragraphs in
this Agreement are intended solely for convenience, and no provision of this
Agreement is to be construed by reference to the heading of any section or
paragraph.

          (j) ENTIRE AGREEMENT. This Agreement, the undertaking of ZHK in the
form attached as Schedule C, the Stock Option Agreement dated the date hereof
between ZHK and Employee, and the other applicable agreements contain the entire
understanding of the parties, supersede all prior agreements and understandings
relating to the subject matter and shall not be amended except by a written
instrument hereafter signed by each of the parties.



                                       18
<PAGE>   19

          IN WITNESS WHEREOF, and intending to be legally bound hereby, the
parties hereto have caused this Agreement to be duly executed as of the date and
year first above written.


                                        /s/ PETER A.J. GARDINER
                                        ----------------------------------------
                                        PETER A.J. GARDINER

                                        ZINDART LIMITED,
                                        A BERMUDA CORPORATION


                                        By: /s/ LEO PAUL KOULOS
                                           -------------------------------------
                                           Leo Paul Koulos
                                           attorney-in-fact



                                       19