Exhibit
      4.43

     

    CREDIT
      AGREEMENT

     

    THIS
      CREDIT AGREEMENT, dated as of July 27th, 2007, is by and between GRAND TOYS
      INTERNATIONAL LIMITED, a company organized under the laws of Hong Kong with
      limited liability (the “Borrower”), and CENTRALINK INVESTMENTS LIMITED, a
      British Virgin Islands company (the “Lender”).

     

    ARTICLE
      I

    DEFINITIONS
      AND ACCOUNTING TERMS

     

    Section
      1.1 Defined
      Terms.
      As used
      in this Agreement the following terms shall have the following respective
      meanings:

     

    “Advance”:
      As
      defined in Section 2.1. 

     

    “Business
      Day”:
      Any
      day (other than a Saturday, Sunday or public holiday in Hong Kong) on which
      the
      Lender is permitted to be open.

     

    “Closing
      Date”:
      July
      31, 2007.

     

    “Collateral”:
      The
      entire equity interest in Kord Holdings Inc., a company organized under the
      laws
      of the British Virgins Limited, and International Playthings, Inc., a New Jersey
      corporation, owned and held by Borrower.

     

    “Commitment”:
      The
      obligation of the Lender to make Advances to the Borrower in an aggregate
      principal amount outstanding at any time not to exceed the Commitment Amount
      upon the terms and subject to the conditions and limitations of this
      Agreement.

     

    “Commitment
      Amount”:
      As
      defined in Section 2.1.

     

    “Default”:
      Any
      event which, with the giving of notice (whether such notice is required under
      Section
      8.1,
      or
      under some other provision of this Agreement, or otherwise) or lapse of time,
      or
      both, would constitute an Event of Default.

     

    “Event
      of Default”:
      Any
      event described in Section
      8.1.

     

    “GAAP”:
      Generally accepted accounting principles set forth in the opinions and
      pronouncements of the Accounting Principles Board of the American Institute
      of
      Certified Public Accountants and statements and pronouncements of the Financial
      Accounting Standards Board or in such other statements by such other entity
      as
      may be approved by a significant segment of the accounting profession, which
      are
      applicable to the circumstances as of any date of determination.

     

    “Hong
      Kong”:
      Hong
      Kong Special Administrative Region of the People’s Republic of
      China.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    “Lien”:
      With
      respect to any Person, any security interest, mortgage, pledge, lien, charge,
      encumbrance, title retention agreement or analogous instrument or device
      (including the interest of each lessor under any capitalized lease), in, of
      or
      on any assets or properties of such Person, now owned or hereafter acquired,
      whether arising by agreement or operation of law.

     

    “Loan
      Documents”:
      This
      Agreement and the Note.

     

    “Maturity
      Date”:
      As
      defined in Section 2.1.

     

    “Note”:
      As
      defined in Section
      2.3.

     

    “Obligations”:
      (a)
      all indebtedness, liabilities and obligations of the Borrower to the Lender
      of
      every kind, nature or description under the Note, (b) all liabilities of the
      Borrower under this Agreement, and (c) in all of the foregoing cases whether
      due
      or to become due, and whether now existing or hereafter arising or
      incurred.

     

    “Person”:
      Any
      natural person, corporation, partnership, limited partnership, joint venture,
      firm, association, trust, unincorporated organization, government or
      governmental agency or political subdivision or any other entity, whether acting
      in an individual, fiduciary or other capacity.

     

    “Subsidiary”:
      Any
      corporation or other entity of which securities or other ownership interests
      having ordinary voting power for the election of a majority of the board of
      directors or other Persons performing similar functions are owned by the
      Borrower either directly or through one or more Subsidiaries.

     

    ARTICLE
      II

    TERMS
      OF LENDING

     

    Section
      2.1 The
      Revolving Commitment.
      On
      the
      terms and subject to the conditions hereof, the Lender agrees to make advances
      (each an “Advance”) to the Borrower on a revolving basis at any time and from
      time to time from the Closing Date to July 31, 2008
      (the
      “Maturity Date”), during which period the Borrower may borrow, repay and
      reborrow in accordance with the provisions hereof, provided, that the unpaid
      principal amount of outstanding Advances shall not at any time exceed
      US$2,000,000
      (the
“Commitment Amount”). 

     

    Section
      2.2  Procedure
      for Advances.
      Any
      request by the Borrower for an Advance shall be in writing or by telephone
      and
      must be given so as to be received by the Lender not later than five
      (5)
      Business
      Days prior to
      the
      requested Advance date. Each request for an Advance shall specify (i) the
      requested Advance date (which must be a Business Day) and (ii) the amount of
      such Advance which shall be in a minimum amount of US$10,000.
      Unless
      the Lender determines that any applicable condition specified in Article III
      has
      not been satisfied, the Lender will make available to the Borrower at the
      Lender’s principal office in immediately available funds not later than
3:00
      PM
      (Hong
      Kong time) on the requested Advance date the amount of the requested
      Advance. 

     

    Section
      2.3 The
      Note.
      The
      Advances shall be evidenced by a single promissory note of the Borrower (the
      “Note”), substantially in the form of Exhibit A hereto, in the amount of the
      Commitment Amount originally in effect. The Lender shall enter in its ledgers
      and records the amount of each Advance made and the payments made thereon,
      and
      the Lender is authorized by the Borrower to enter on a schedule attached to
      the
      Note a record of such Advances and payments.

     

    
      
         

      

      
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    Section
      2.4 Interest
      Rate, Interest Payments and Default Interest.
      Interest shall accrue monthly and be payable on the unpaid balance of the Note
      at a fixed rate of fifteen percent (15.0%) per annum; provided,
      however,
      that
      upon the happening of any Event of Default, then, at the option of the Lender,
      the Note shall thereafter bear interest at a fixed rate of seventeen percent
      (17.0%) per annum. Interest shall be payable in full on the earlier of the
      Maturity Date or on the date of full prepayment of the Note. 

     

    Section
      2.5 Repayment
      and Prepayment.
      Principal of the Note shall be payable in full on the Maturity Date. The
      Borrower may prepay the Note, in whole or in part, at any time, without premium
      or penalty. Any such prepayment must be accompanied by accrued and unpaid
      interest on the amount prepaid. Each partial prepayment shall be in a minimum
      amount of US$10,000.
      Amounts
      prepaid under this Section may be reborrowed upon the terms and subject to
      the
      conditions and limitations of this Agreement. 

     

    Section
      2.6 Optional
      Reduction of Commitment Amount or Termination of Commitment.
      The
      Borrower may, at any time, upon not less than one
      Business
      Day’s prior written notice to the Lender, reduce the Commitment Amount, with any
      such reduction in a minimum amount of US$100,000.
      Upon
      any reduction in the Commitment Amount pursuant to this Section, the Borrower
      shall pay to the Lender the amount, if any, by which the aggregate unpaid
      principal amount of the Note exceeds the Commitment Amount as so reduced.
      Amounts so paid cannot be reborrowed. The Borrower may, at any time, upon not
      less than two
      Business
      Day’s prior written notice to the Lender, terminate the Commitment in its
      entirety. Upon termination of the Commitment pursuant to this Section, the
      Borrower shall pay to the Lender all unpaid obligations of the Borrower to
      the
      Lender hereunder.

     

    Section
      2.7 Computation.
      Interest on the Note shall be computed on the basis of actual days elapsed
      and a
      year of 360 days.

     

    Section
      2.8 Use
      of
      Proceeds.
      The
      proceeds of the Advances shall be used for the Borrower’s general business
      purposes in a manner not in conflict with any of the Borrower’s covenants in
      this Agreement. 

     

    ARTICLE
      III

    CONDITIONS
      PRECEDENT

     

    Section
      3.1 Conditions
      of Initial Advance.
      The
      obligation of the Lender to make the initial Advance hereunder shall be subject
      to the prior or simultaneous fulfillment of each of the following
      conditions:

     

    (a) Documents.
      The
      Lender shall have received the
      following:

     

    (i) The
      Note
      executed by a duly authorized director or officer (or directors and/or officers)
      of the Borrower and dated the Closing Date.

     

    
      
         

      

      
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    (ii) A
      copy of
      the corporate resolutions of the Borrower authorizing the execution, delivery
      and performance of this Agreement and the Note and containing an incumbency
      certificate showing the names and titles, and bearing the signatures of, the
      directors and officers of the Borrower authorized to execute this Agreement
      and
      the Note, certified as of the Closing Date by the Secretary of the
      Borrower.

     

    (iii) A
      copy of
      the Memorandum and Articles of Association of the Borrower with all amendments
      thereto, certified by the Companies Registry in Hong Kong.

     

    (b) Other
      Matters.
      All
      organizational and legal proceedings relating to the Borrower and all
      instruments and agreements in connection with the transactions contemplated
      by
      this Agreement shall be satisfactory in scope, form and substance to the Lender,
      and the Lender shall have received all information and copies of all documents,
      including records of corporate proceedings, which it may reasonably have
      requested in connection therewith, such documents where appropriate to be
      certified by the proper Borrower or governmental authorities.

     

    (c) Fees
      and Expenses.
      The
      Lender shall have received all fees and other amounts due and payable by the
      Borrower on or prior to the Closing Date, including the reasonable fees and
      expenses of counsel to the Lender payable pursuant to Section 9.2.

     

    Section
      3.2 Conditions
      Precedent to all Advances.
      The
      Lender shall not have any obligation to make any Advance (including Advances
      after the initial Advance) hereunder unless all representations and warranties
      of the Borrower made in this Agreement remain true and correct and no Default
      or
      Event of Default exists.

     

    ARTICLE
      IV

    
      CREATION
        OF SECURITY INTEREST

       

    

    Section
      4.1 Grant
      of Security Interest.
      Borrower
      hereby grants Lender, to secure the payment and performance in full of all
      of
      the Obligations, a first-priority continuing security interest in, and pledges
      to Lender, all of the Borrower’s right, title and interest in the Collateral,
      wherever located, whether now owned or hereafter acquired or arising, and all
      proceeds and products thereof. 

     

    Section
      4.2 Certain
      Warranties and Covenants.
      Borrower makes the following warrants and covenants:

     

    (a) Borrower
      has title to the Collateral, free of all Liens except the security interest
      granted hereunder.

     

    (b) Borrower
      will defend the Collateral against all claims or demands of all Persons (other
      than Lender) claiming the Collateral or any interest therein.

     

    (c) Borrower
      shall not sell any or all of the Collateral without the prior written consent
      of
      Lender.

     

    
      
         

      

      
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    ARTICLE
      V

    REPRESENTATIONS
      AND WARRANTIES

     

    The
      Borrower represents and warrants to the Lender:

     

    Section
      5.1 Organization,
      Standing, Etc.
      The
      Borrower is a company duly incorporated and validly existing under the laws
      of
      Hong Kong and has all requisite corporate power and authority to carry on its
      business as now conducted, to enter into this Agreement, to issue the Note,
      to
      subject the Collateral to the security interest created hereunder and to perform
      its obligations hereunder and thereunder. This Agreement and the Note have
      been
      duly authorized by all necessary corporate action and when executed and
      delivered will be the legal and binding obligations of the Borrower. The
      execution and delivery of this Agreement and the Note will not violate the
      Borrower’s constitutive documents or any law applicable to the Borrower. No
      governmental consent or exemption is required in connection with the Borrower’s
      execution and delivery of this Agreement and the Note. 

     

    Section
      5.2 Financial
      Statements and No Material Adverse Change.
      The
      Borrower’s financial statements as heretofore furnished to the Lender, have been
      prepared in accordance with GAAP. The Borrower has no material obligation or
      liability not disclosed in such financial statements, and there has been no
      material adverse change in the condition of the Borrower since the dates of
      such
      financial statements.

     

    Section
      5.3 Litigation.
      There
      are no actions, suits or proceedings pending or, to the knowledge of the
      Borrower, threatened against or affecting the Borrower which, if determined
      adversely to the Borrower, would have, a material adverse effect on the
      condition of the Borrower. The Borrower is not in violation of any law or
      regulation where such violation could reasonably be expected to impose a
      material liability on the Borrower.

     

    Section
      5.4 Taxes.
      The
      Borrower has filed all tax returns required to be filed and has paid or made
      provision for the payment of all taxes due and payable pursuant to such returns
      and pursuant to any assessments made against it or any of its property (other
      than taxes, fees or charges the amount or validity of which is currently being
      contested in good faith by appropriate proceedings and with respect to which
      reserves in accordance with GAAP have been provided on the books of the
      Borrower).

     

    Section
      5.5 Subsidiaries.
      The
      Borrower has the Subsidiaries listed on Schedule 1 hereto.

     

    ARTICLE
      VI

    AFFIRMATIVE
      COVENANTS

     

    Until
      the
      Commitment shall have expired or been terminated and the Note and all of the
      Borrower’s other obligations to the Lender under this Agreement shall have been
      paid in full, unless the Lender shall otherwise consent in writing:

     

    Section
      6.1 Financial
      Statements and Reports.
      The
      Borrower will furnish to the Lender:

     

    (a) As
      soon
      as available and in any event within 180 days after the end of each fiscal
      year
      of the Borrower, consolidated financial statements of the Borrower consisting
      of
      at least statements of income, cash flow and changes in stockholders’ equity,
      and a balance sheet as at the end of such year, setting forth in each case
      in
      comparative form corresponding figures from the previous annual audit, certified
      without qualification by BDO International or other independent certified public
      accountants of recognized international standing selected by the Borrower and
      acceptable to the Lender.

     

    
      
         

      

      
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    (b) As
      soon
      as available and in any event within 90 days after the end of each fiscal
      quarter, unaudited consolidated financial statements for the Borrower for such
      quarter and for the period from the beginning of such fiscal year to the end
      of
      such fiscal quarter, substantially similar to the annual audited
      statements.

     

    (c) As
      soon
      as practicable and in any event within 90 days after the end of each fiscal
      quarter, a statement signed by the chief financial officer of the Borrower
      stating that as at the end of such fiscal quarter there did not exist any
      Default or Event of Default or, if such Default or Event of Default existed,
      specifying the nature and period of existence thereof and what action the
      Borrower proposes to take with respect thereto.

     

    (d) Immediately
      upon any officer of the Borrower becoming aware of any Default or Event of
      Default, a notice describing the nature thereof and what action the Borrower
      proposes to take with respect thereto.

     

    (e) From
      time
      to time, such other information regarding the business, operation and financial
      condition of the Borrower as the Lender may reasonably request.

     

    Section
      6.2 Corporate
      Existence.
      The
      Borrower will maintain its corporate existence under the laws of its
      jurisdiction of incorporation and its qualification to transact business in
      each
      jurisdiction where failure so to qualify would permanently preclude the Borrower
      from enforcing its rights with respect to any material asset or would expose
      the
      Borrower to any material liability.

     

    Section
      6.3 Insurance.
      The
      Borrower will maintain with financially sound and reputable insurance companies
      such insurance as may be required by law and such other insurance in such
      amounts and against such hazards as is customary in the case of reputable
      corporations engaged in the same or similar business and similarly
      situated.

     

    Section
      6.4 Payment
      of Taxes and Claims.
      The
      Borrower will file all tax returns and reports which are required by law to
      be
      filed by it and will pay before they become delinquent, all taxes, assessments
      and governmental charges and levies imposed upon it or its property and all
      claims or demands of any kind (including those of suppliers, mechanics,
      carriers, warehousemen, landlords and other like Persons) which, if unpaid,
      might result in the creation of a Lien upon its property.

     

    Section
      6.5 Inspection.
      The
      Borrower will permit any Person designated by the Lender to visit and inspect
      any of the properties, books and financial records of the Borrower, to examine
      and to make copies of the books of accounts and other financial records of
      the
      Borrower, and to discuss the affairs, finances and accounts of the Borrower
      with
      its officers at such reasonable times and intervals as the Lender may
      designate.

     

    
      
         

      

      
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    Section
      6.6 Maintenance
      of Properties.
      The
      Borrower will maintain its properties in good condition, repair and working
      order, and supplied with all necessary equipment, and make all necessary
      repairs, renewals, replacements, betterments and improvements thereto, all
      as
      may be necessary so that the business carried on in connection therewith may
      be
      properly and advantageously conducted at all times.

     

    Section
      6.7 Books
      and Records.
      The
      Borrower will keep adequate and proper records and books of account in which
      full and correct entries will be made of its dealings, business and
      affairs.

     

    Section
      6.8 Compliance.
      The
      Borrower will comply in all material respects with all laws, rules and
      regulations to which it may be subject.

     

    Section
      6.9 Notice
      of Litigation.
      The
      Borrower will give prompt written notice to the Lender of the commencement
      of
      any action, suit or proceeding affecting the Borrower.

     

    ARTICLE
      VII

    NEGATIVE
      COVENANTS

     

    Until
      the
      Commitment shall have expired or been terminated and the Note and all of the
      Borrower’s other obligations to the Lender under this Agreement shall have been
      paid in full, unless the Lender shall otherwise consent in writing:

     

    Section
      7.1 Merger.
      The
      Borrower will not merge or consolidate or enter into any analogous
      reorganization or transaction with any Person or liquidate, wind up or dissolve
      itself (or suffer any liquidation or dissolution) or permit any Subsidiary
      to do
      any of the foregoing; provided,
      however,
      any
      Subsidiary may be merged with or liquidated into the Borrower or any
      wholly-owned Subsidiary (if the Borrower or such wholly-owned Subsidiary is
      the
      surviving corporation) 

     

    Section
      7.2 Sale
      of Assets.
      The
      Borrower will not, nor will permit any Subsidiary to, sell, transfer, lease
      or
      otherwise convey all or any substantial part of its assets except for sales
      and
      leases of inventory in the ordinary course of business.

     

    ARTICLE
      VIII

    EVENTS
      OF DEFAULT AND REMEDIES

     

    Section
      8.1 Events
      of Default.
      The
      occurrence of any one or more of the following events shall constitute an Event
      of Default:

     

    (a) The
      Borrower shall fail to make when due, whether by acceleration or otherwise,
      any
      payment of principal of or interest on the Note or any other obligations of
      the
      Borrower to the Lender pursuant to this Agreement.

     

    
      
         

      

      
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    (b) Any
      representation or warranty made by or on behalf of the Borrower in this
      Agreement or by or on behalf of the Borrower in any certificate, statement,
      report or document herewith or hereafter furnished to the Lender pursuant to
      this Agreement shall prove to have been false or misleading in any material
      respect on the date as of which the facts set forth are stated or
      certified.

     

    (c) The
      Borrower shall fail to comply with any Section of Article IV, Section 6.2 or
      any
      Section of Article VII.

     

    (d) The
      Borrower shall fail to comply with any other agreement, covenant, condition,
      provision or term contained in this Agreement (other than those hereinabove
      set
      forth in this Section
      8.1)
      and
      such failure to comply shall continue for 20 calendar days after whichever
      of
      the following dates is the earliest: (i) the date the Borrower gives notice
      of
      such failure to the Lender, (ii) the date the Borrower should have given notice
      of such failure to the Lender pursuant to Section 8.1, or (iii) the date the
      Lender gives notice of such failure to the Borrower.

     

    (e) The
      Borrower or any Subsidiary shall become insolvent or shall generally not pay
      its
      debts as they mature or shall apply for, shall consent to, or shall acquiesce
      in
      the appointment of a custodian, trustee or receiver of the Borrower or such
      Subsidiary or for a substantial part of the property thereof or, in the absence
      of such application, consent or acquiescence, a custodian, trustee or receiver
      shall be appointed for the Borrower or such Subsidiary or for a substantial
      part
      of the property thereof and shall not be discharged within 45 days, or the
      Borrower shall make an assignment for the benefit of creditors.

     

    (f) Any
      bankruptcy, reorganization, debt arrangement or other proceedings under any
      bankruptcy or insolvency law shall be instituted by or against the Borrower
      or
      any Subsidiary and, if instituted against the Borrower or any Subsidiary, shall
      have been consented to or acquiesced in by the Borrower or such Subsidiary
      or
      shall remain undismissed for 60 days, or an order for relief shall have been
      entered against the Borrower or such Subsidiary.

     

    (g) Any
      dissolution or liquidation proceeding shall be instituted by or against the
      Borrower or any Subsidiary and, if instituted against the Borrower or such
      Subsidiary, shall be consented to or acquiesced in by the Borrower or such
      Subsidiary or shall remain for 45 days undismissed.

     

    (h) A
      judgment or judgments for the payment of money in excess of the sum of
      US$500,000 in the aggregate shall be rendered against the Borrower or any
      Subsidiary and either (i) the judgment creditor executes on such judgment or
      (ii) such judgment remains unpaid or undischarged for more than 60 days from
      the
      date of entry thereof or such longer period during which execution of such
      judgment shall be stayed during an appeal from such judgment.

     

    (i) The
      maturity of any material indebtedness of the Borrower or any Subsidiary (other
      than indebtedness under this Agreement) shall be accelerated, or the Borrower
      or
      any Subsidiary shall fail to pay any such material indebtedness when due (after
      the lapse of any applicable grace period) or any event shall occur or condition
      shall exist and shall continue for more than the period of grace, if any,
      applicable thereto and shall have the effect of causing, or permitting the
      holder of any such indebtedness to cause, such material indebtedness to become
      due prior to its stated maturity or to realize upon any collateral given as
      security therefor. For purposes of this Section, indebtedness of the Borrower
      shall be deemed “material” if it exceeds US$100,000 as to any item of
      indebtedness or in the aggregate for all items of indebtedness with respect
      to
      which any of the events described in this Section has occurred.

     

    
      
         

      

      
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    (j) Any
      execution or attachment shall be issued whereby any substantial part of the
      property of the Borrower or any Subsidiary shall be taken or attempted to be
      taken and the same shall not have been vacated or stayed within 30 days after
      the issuance thereof.

     

    (k) Any
      guarantor of any of the obligations of the Borrower under this Agreement shall
      seek to revoke its, his or her guaranty or any such guaranty shall become
      unenforceable for any reason.

     

    (l) Any
      default shall occur under any other Loan Document.

     

    Section
      8.2 Remedies.
      If (a)
      any Event of Default described in Sections 8.1 (e), (f) or (g) shall occur
      with
      respect to the Borrower, the Commitment shall automatically terminate and the
      Note and all other obligations of the Borrower to the Lender under this
      Agreement shall automatically become immediately due and payable, or (b) any
      other Event of Default shall occur and be continuing, then the Lender may (i)
      declare the Commitment terminated, whereupon the Commitment shall terminate,
      (ii) declare the Note and all other obligations of the Borrower to the Lender
      under this Agreement to be forthwith due and payable, whereupon the same shall
      immediately become due and payable, in each case without presentment, demand,
      protest or other notice of any kind, all of which are hereby expressly waived,
      anything in this Agreement or in the Note to the contrary notwithstanding,
      and
      (iii) make any payments and do any acts it considers necessary or reasonable
      to
      protect the Collateral and/or its security interest in the Collateral. Upon
      the
      occurrence of any of the events described in clauses (a) or (b) of the preceding
      sentence the Lender may exercise all rights and remedies under this Agreement,
      the Note and any related agreements and under any applicable law.

     

    Section
      8.3 Offset.
      In
      addition to the remedies set forth in Section 8.2, upon the occurrence of any
      Event of Default and thereafter while the same be continuing, the Borrower
      hereby irrevocably authorizes the Lender to set off all sums owing by the
      Borrower to the Lender against all deposits and credits of the Borrower with,
      and any and all claims of the Borrower against, the Lender.

     

    ARTICLE
      IX

    MISCELLANEOUS

     

    Section
      9.1 Modifications.
      Notwithstanding any provisions to the contrary herein, any term of this
      Agreement may be amended with the written consent of the Borrower; provided
      that no
      amendment, modification or waiver of any provision of this Agreement or consent
      to any departure by the Borrower therefrom shall in any event be effective
      unless the same shall be in writing and signed by the Lender, and then such
      amendment, modifications, waiver or consent shall be effective only in the
      specific instance and for the purpose for which given.

     

    
      
         

      

      
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    Section
      9.2 Costs
      and Expenses.
      Whether
      or not the transactions contemplated hereby are consummated, the Borrower agrees
      to reimburse the Lender upon demand for all reasonable out-of-pocket expenses
      paid or incurred by the Lender in connection with the negotiation, preparation,
      approval, review, execution, delivery, amendment, modification, interpretation,
      collection and enforcement of this Agreement and the Note. The obligations
      of
      the Borrower under this Section shall survive any termination of this
      Agreement.

     

    Section
      9.3 Waivers,
      etc.
      No
      failure on the part of the Lender or the holder of the Note to exercise and
      no
      delay in exercising any power or right hereunder shall operate as a waiver
      thereof; nor shall any single or partial exercise of any power or right preclude
      any other or further exercise thereof or the exercise of any other power or
      right. The rights and remedies of the Lender hereunder are cumulative and not
      exclusive of any right or remedy the Lender otherwise has.

     

    Section
      9.4 Notices.
      Except
      when telephonic notice is expressly authorized by this Agreement, any notice
      or
      other communication to any party in connection with this Agreement shall be
      in
      writing and shall be sent by manual delivery, telegram, telex, facsimile
      transmission, overnight courier or domestic mail (postage prepaid) addressed
      to
      such party at the address specified on the signature page hereof, or at such
      other address as such party shall have specified to the other party hereto
      in
      writing. All periods of notice shall be measured from the date of delivery
      thereof if manually delivered, from the date of sending thereof if sent by
      telegram, telex or facsimile transmission, from the first Business Day after
      the
      date of sending if sent by overnight courier, or from four days after the date
      of mailing if mailed; provided,
      however,
      that
      any notice to the Lender under Article II hereof shall be deemed to have been
      given only when received by the Lender.

     

    Section
      9.5 Successors
      and Assigns; Disposition of Loans.
      This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective successors and assigns, except that the Borrower may not
      assign its rights or delegate its obligations hereunder without the prior
      written consent of the Lender. The Lender may at any time sell, assign,
      transfer, grant participations in, or otherwise dispose of any portion of the
      Commitment and/or Advances to banks or other financial institutions. The Lender
      may disclose any information regarding the Borrower in the Lender’s possession
      to any prospective buyer or participant.

     

    Section
      9.6 Governing
      Law and Construction.
      THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS AGREEMENT AND THE NOTE
      SHALL BE GOVERNED BY THE LAWS OF HONG KONG.

     

    Section
      9.7 Consent
      to Jurisdiction.
      AT THE OPTION OF THE LENDER, THIS AGREEMENT AND THE NOTE MAY BE ENFORCED IN
      ANY
      COURT SITTING IN HONG
      KONG;
      AND THE BORROWER CONSENTS TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND
      WAIVES ANY ARGUMENT THAT VENUE IN SUCH FORUM IS NOT CONVENIENT. IN THE EVENT
      THE
      BORROWER COMMENCES ANY ACTION IN ANOTHER JURISDICTION OR VENUE UNDER ANY TORT
      OR
      CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED
      BY
      THIS AGREEMENT, THE LENDER AT ITS OPTION SHALL BE ENTITLED TO HAVE THE CASE
      TRANSFERRED TO THE JURISDICTION AND VENUE ABOVE-DESCRIBED, OR IF SUCH TRANSFER
      CANNOT BE ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED WITHOUT
      PREJUDICE.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    Section
      9.8 Captions.
      The
      captions or headings herein and any table of contents hereto are for convenience
      only and in no way define, limit or describe the scope or intent of any
      provision of this Agreement.

     

    Section
      9.9 Entire
      Agreement.
      This
      Agreement and the other Loan Documents embody the entire agreement and
      understanding between the Borrower and the Lender with respect to the subject
      matter hereof and thereof. This Agreement supersedes all prior agreements and
      understandings relating to the subject matter hereof.

     

    Section
      9.10 Counterparts.
      This
      Agreement may be executed in any number of counterparts, all of which taken
      together shall constitute one and the same instrument, and either of the parties
      hereto may execute this Agreement by signing any such counterpart.

     

    [The
      remainder of this page intentionally left blank]

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
      as
      of the date first above written.

     

    
      	 	 	 
	 	
              GRAND
                TOYS INTERNATIONAL LIMITED

            
	 
 	 
 	 
 
	
            	By  	/s/ David
              C.W. Howell
	 	
              
Print
              Name David
              C.W. Howell
	 	
              Title
                Executive
                V.P.

            
	 	 
	Borrower’s
              Address:
               

              UG202,
                Chinachem Golden Plaza

              77
                Mody Road, Tsimshatsui

              Kowloon,
                Hong Kong 

            	 


    

     

    
      	
            	 	 
	 	
              
                CENTRALINK
                  INVESTMENTS LIMITED

              

            
	 
 	 
 	 
 
	
            	By  	/s/ Jeff
              Hsieh
	 	
              

              Print
                Name Jeff
                Hsieh

            
	 	
              
                Title
                  CEO

              

            
	 	 
	
              
                Lender’s
                  Address:

                 

                Centralink
                  Investments Limited

                UG202,
                  Chinachem Golden Plaza

                77
                  Mody Road, Tsimshatsui

                Kowloon,
                  Hong Kong 

              

            	 




    
      
         

      

      
        S-1

        
          

        

      

      
         

      

    


    EXHIBIT
      A TO

    CREDIT
      AGREEMENT

     

    REVOLVING
      NOTE

     

    
      	US$2,000,000	
              July
                ___, 2007

            
	 	
              Hong
                Kong

            


    

     

    FOR
      VALUE
      RECEIVED, GRAND
      TOYS INTERNATIONAL LIMITED,
      a
      company organized under the laws of Hong
      Kong
      with limited liability,
      hereby
      promises to pay to the order of CENTRALINK
      INVESTMENTS LIMITED
      (the
“Lender”) at its main office in Hong
      Kong,
      PRC,
      in
      lawful money of the United States of America in immediately available funds
      on
      the Maturity Date (as such term and each other capitalized term used herein
      are
      defined in the Credit Agreement hereinafter referred to) the principal amount
      of
TWO
      MILLION UNITED STATES DOLLARS AND NO CENTS
      (US$2,000,000)
      or, if
      less, the aggregate unpaid principal amount of all Advances made by the Lender
      under the Credit Agreement, and to pay interest (computed on the basis of actual
      days elapsed and a year of 360 days) in like funds on the unpaid principal
      amount hereof from time to time outstanding at the rates and times set forth
      in
      the Credit Agreement.

     

    This
      note
      is the Note referred to in the Credit Agreement dated as of July
      ___,
      2007
      (as the
      same may be hereafter from time to time amended, restated or modified, the
      “Credit Agreement”) between the undersigned and the Lender. This note is
      secured, it is subject to certain permissive and mandatory prepayments and
      its
      maturity is subject to acceleration, in each case upon the terms provided in
      said Credit Agreement.

     

    In
      the
      event of default hereunder, the undersigned agrees to pay all costs and expenses
      of collection, including reasonable attorneys’ fees. The undersigned waives
      demand, presentment, notice of nonpayment, protest, notice of protest and notice
      of dishonor.

     

    THE
      VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS NOTE SHALL BE GOVERNED BY
      THE
      LAWS OF HONG KONG.

     

    
      	 	 	 
	 	
              GRAND
                TOYS INTERNATIONAL LIMITED

            
	 
 	 
 	 
 
	
            	By  	
            
	 	 	
              
 
	 	Title 	 
	 	
              

            


    

     

    
      
         

      

      
        Ex
          A-1

        
          

        

      

      
         

      

    


    SCHEDULE
      1 TO

    CREDIT
      AGREEMENT

     

    BORROWER’S
      SUBSIDIARIES

     

    Hua
      Yang
      Holdings Company Limited

    


    Kord
      Holdings Inc.

    


    International
      Playthings, Inc.

     

    
      
         

      

      
        
          Sch
            1-1

        

        
          

        

      

      
         

      

    


    [SUGGESTED
      FORM OF CERTIFICATE OF

    RESOLUTIONS
      AND INCUMBENCY CERTIFICATE]

     

    CERTIFICATE
      OF [SECRETARY] OF

    GRAND
      TOYS INTERNATIONAL LIMITED

     

    I, ___________________
      ,
      hereby
      certify to Centralink
      Investments Limited
      that I
      am the [Secretary] of Grand
      Toys International Limited,
      a
      company organized under the laws of Hong
      Kong
      with
      limited liability (the “Company”), and that the following resolutions have been
      duly adopted by the Board of Directors of the Company in a manner authorized
      by
      the laws of Hong
      Kong:
      

     

    “WHEREAS,
      the
      Company wishes to borrow money from Centralink
      Investments Limited
      (the
“Lender”), and for that purpose intends to enter into a Credit Agreement with
      the Lender.

     

    RESOLVED,
      the
      Company shall enter into a Credit Agreement with the Lender under which the
      Company may obtain revolving loans up to US$2,000,000
      in
      aggregate amount; and the___________________
      or
      any

     

    ___________________ of
      the Company is hereby authorized at any time and from time to time to execute
      and deliver to the Lender such Credit Agreement and any promissory notes,
      security agreements, mortgages, subordination agreements, pledge agreements,
      assignments of life insurance, reimbursement agreements, or amendments to any
      of
      the foregoing as may be contemplated or required pursuant to such Credit
      Agreement or otherwise, all in such form as such officer may determine and
      approve (such determination and approval to be established conclusively by
      such
      officer’s execution and delivery of such Credit Agreement and any such related
      documents and instruments). 

     

    FURTHER
      RESOLVED,
      that
      the ________________________ or any  
      of the
      Company is hereby authorized at any time and from time to time to sell, assign,
      transfer, mortgage, create security interests in and pledge to the Lender the
      real property, goods, instruments, documents, securities, chattel paper,
      accounts, contract rights and other intangibles and any other property now
      owned
      or hereafter acquired by the Company, either absolutely for such consideration
      as such officer may determine to be appropriate or as security for the payment
      or performance of any or all debts, liabilities and obligations of every type
      and description now or at any time hereafter owed to the Lender by the Company,
      on such terms as such officer may approve, and to do such other acts or things
      in connection therewith or pursuant thereto as such officer may determine to
      be
      appropriate (such determination and approval to be established conclusively
      by
      the instrument executed or action taken by such officer).

     

    FURTHER
      RESOLVED,
      it is
      hereby acknowledged that each and every note, guaranty, security agreement
      and
      other instrument made pursuant to the foregoing resolutions is and will be
      made
      and given for the corporate purposes of this Company.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    FURTHER
      RESOLVED,
      the
      [Secretary or Assistant Secretary] shall certify to the Lender the names and
      signatures of the persons who presently are duly elected, qualified and acting
      as the directors and officers authorized to act under the foregoing resolutions,
      and the [Secretary or Assistant Secretary] shall from time to time hereafter,
      upon a change in the facts so certified, immediately certify to the Lender the
      names and signatures of the persons then authorized to sign or to act; the
      Lender shall be fully protected in relying on such certificates and on the
      obligation of the [Secretary or an Assistant Secretary] immediately to certify
      to the Lender any change in any fact certified, and the Lender shall be
      indemnified and saved harmless by the Company from any and all claims, demands,
      expenses, costs and damages resulting from or growing out of honoring or relying
      on the signature or other authority (whether or not properly used) of any
      officer whose name and signature was so certified, or refusing to honor any
      signature or authority not so certified.”

     

    I
      further
      certify that the foregoing resolutions have not been amended or revoked and
      are
      in full force and effect on the date hereof.

     

    I
      further
      certify that the Board of Directors of the Company has, and at the time of
      adoption of the foregoing resolutions had, full power and lawful authority
      to
      adopt the foregoing resolutions and to confer the powers therein granted upon
      the officers designated, and that such officers have full power and authority
      to
      exercise the same.

     

    I
      further
      certify that the directors and officers whose names appear below have been
      duly
      elected to and now hold the offices in the Company set forth opposite their
      respective names and that the signature appearing opposite the name of each
      of
      such officer is authentic and official:

     

    
      	
              Name

            	 	
              Title

            	 	
              Specimen
                Signature

            
	 	 	 	 	 
	
              
                ______________________

              

            	 	
              
                ______________________

              

            	 	
              ______________________

            
	
              
                ______________________

              

            	 	
              
                ______________________

              

            	 	
              ______________________

            
	
              
                ______________________

              

            	 	
              
                ______________________

              

            	 	
              ______________________

            


    

    


    I
      further
      certify that shareholder approval of the foregoing resolutions is not required
      and said resolutions are effective and binding on the Company without approval
      by its shareholders.

     

    Dated
      ______________________

     

    
      	 	 	 
	
            	
            	
            
	 	
              

              [Secretary]

            


    

     

    Attest
      by
      a Director