Exhibit
      4.45

     

    East
      Asia
      GE

    Commercial
      Finance

     

    Private &
      Confidential

     

    Our
      Ref.:
      BDD/BL/07-A01131

     

    12
      June
      2007

     

    Hua
      Yang
      Printing Holdings Company Limited

    Unit
      B,
      Block 1, 25/F., Tai Ping Industrial Centre

    57
      Ting
      Kok Road

    Tai
      Po,
      New Territories

     

    
      
        	Attn.:	
                Mr.
                  Kevin Murphy / Mr. Jackson Lam

              
	 	
                CEO
                  / Chief Financial Officer

              


      

    

     

    Dear
      Sirs:

     

    Domestic
      / Export Notification Factoring without Recourse Facility

    Sub-limit
      of Domestic / Export Notification Factoring with Recourse
      Facility

     

    Further
      to our recent discussions, we have pleasure to advise you that we have revised
      the existing facility granted to your company under the following terms and
      conditions. This letter supersedes all the terms and conditions in our facility
      letter dated 3 March 2004 (Ref: BDD/HT/04-A00911) and the subsequent amendment
      letters dated 10 March 2005 (Ref: BDD/EL/05-A00886), and 8 May 2006 (Ref:
      BDD/EL/06-A00663):

    

      
        	
                Net
                  Finance Amount

              	
                :

              	
                US$4,000,000.00
                  for Domestic / Export Notification Factoring without Recourse
                  Facility.

              
	 	 	 
	 	 	
                Sub-limit
                  of US$1,000,000.00 for Domestic / Export Notification Factoring
                  with
                  Recourse Facility. If not utilized, this sub-limit can be added
                  to the
                  Domestic / Export Notification Factoring without Recourse
                  Facility.

              
	 	 	 
	
                Mode
                  of Advance

              	
                :

              	
                Completely
                  at the discretion of East Asia GE Commercial Finance Limited and
                  not
                  exceeding 80% against invoice value meant to settle dues to you
                  as
                  supported by purchase orders, relevant invoice and evidence of
                  delivery

              
	 	 	 
	
                Commission

              	
                :

              	
                Commencing
                  on 1 May of each calendar
                  year:

              


      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      Hua
        Yang
        Printing Holdings Company Limited

      

        
          	 	 	
                  Total
                    Factored Receivables for the first US
                    $10,000,000.00:

                
	
                   

                	
                   

                	
                  -

                	
                  0.80% on invoice value (Domestic / Export
                    Notification
                    Factoring without Recourse Facility)

                
	 	 	 	 
	
                   

                	
                   

                	
                  -

                	
                  0.40% on invoice value (Domestic Notification
                    Factoring
                    with Recourse Facility)

                
	 	 	 	 
	
                   

                	
                   

                	
                  -

                	
                  0.50%
                    on invoice value (Export Notification
                    Factoring with Recourse Facility)

                
	 	 	 
	 	 	
                  Thereafter

                
	
                   

                	
                   

                	
                  
                    -
                      

                  

                	
                  0.70%
                    on invoice value (Domestic / Export Notification Factoring without
                    Recourse Facility)

                
	 	 	 	 
	
                   

                	
                   

                	
                  -
                    

                	
                  0.30%
                    on invoice value (Domestic Notification Factoring with Recourse
                    Facility)

                
	 	 	 	 
	
                   

                	
                   

                	
                  -
                    

                	
                  0.40%
                    on invoice value (Export Notification Factoring with Recourse
                    Facility)

                
	 	 	
                   

                
	
                  Minimum
                    Commission

                	
                  :

                	
                  Subject
                    to a minimum quarterly commission of US$ 10,000.00. A pro rata
                    sum of any
                    shortfall will be debited to your factoring account on the last
                    day of
                    each quarter.

                
	 	 	 
	
                  Initial
                    Payment Charge

                	
                  :

                	
                  For
                    Export Notification Factoring with / without Recourse
                    Facility

                
	 	 	
                  Calculated
                    on the money advanced on an actual daily outstanding basis at
                    a rate of
                    0.5% per annum. below the US Dollar Prime Rate quoted by the
                    CitiBank of
                    New York, i.e. at 7.75% (8.25% minus 0.5%) per annum presently,
                    or our
                    cost of fund plus 0.5% per annum, whichever is higher

                
	 	 	 
	 	 	
                  For
                    Domestic Notification Factoring with / without Recourse
                    Facility

                
	 	 	
                  Calculated
                    on the money advanced on an actual daily outstanding basis at
                    a rate of
                    0.5% per annum below the Hong Kong Dollar Prime Rate quoted by
                    the Hong
                    Kong & Shanghai Banking Corporation, 7.25% (7.75% minus 0.5%) per
                    annum presently, or our cost of fund plus 0.5% per annum, whichever
                    is
                    higher

                
	 	 	 
	
                  Review
                    Fee

                	
                  :

                	
                  An
                    annual review fee of 0.1% on your facility amount will be debited
                    from
                    your account on each anniversary date of 3 March so long as the
                    facilities
                    are made available to you.

                
	 	 	 
	
                  Customers

                	
                  :

                	
                  To
                    be advised individually. All invoices on or after the signing
                    of the
                    receivables purchase agreement for the approved customers must
                    be
                    submitted to East Asia GE Commercial Finance
                    Limited.

                


        

      

    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    

      Hua
        Yang
        Printing Holdings Company Limited

    

    

      
        	 	 	
                For
                  Domestic / Export Notification Factoring without Recourse
                  Facility

              
	 	 	
                Customer’s
                  receivable that is due and unpaid for more than 90 days will be
                  classified
                  as ineligible.

              
	 	 	 
	 	 	
                For
                  Domestic / Export Notification Factoring with, Recourse
                  Facility

              
	 	 	
                Customer’s
                  receivable that is due and unpaid for more than 120 days will be
                  classified as ineligible.

              
	 	 	 
	
                Verification
                  of Invoice

              	
                :

              	
                All
                  invoices to be discounted by us must be signed and stamped by your
                  customers as received. We will have the right to verify with your
                  customers on invoices submitted or discounted by us at any time
                  we think
                  fit. Should there be cancellation or amendment on the invoices
                  discounted
                  by us, we must be notified immediately.

              
	 	 	 
	
                Full
                  Notification

              	
                :

              	
                1)
                  All invoices discounted by us under the Export Notification Factoring
                  with
                  or without Recourse Facility should bear a payment clause acceptable
                  by
                  us. We will advise you the wordings for the payment clauses for
                  respective
                  customers separately.

              
	 	 	 
	 	 	
                2)
                  All invoices discounted by us under the Domestic Notification Factoring
                  with or without Recourse Facility must be printed/stamped as
                  follows:

              
	 	 	 
	 	 	
                “IMPORTANT
                  NOTICE”

              
	 	 	
                This
                  invoice and the amount due and payable hereunder has been assigned
                  to EAST
                  ASIA GE COMMERCIAL FINANCE LIMITED to whom this belongs. All payments
                  should be made directly payable to:

              
	 	 	 
	 	 	
                EAST
                  ASIA GE COMMERCIAL FINANCE LIMITED

              
	 	 	
                Suite
                  901-903, Central Plaza

              
	 	 	
                18
                  Harbour Road

              
	 	 	
                Wanchai,
                  Hong Kong

              
	 	 	 
	 	 	
                Any
                  non-delivery or amendment related to this invoice should be reported
                  to
                  EAST ASIA GE COMMERCIAL FINANCE LIMITED at 2586 0000 within 10
                  days from
                  the date hereof, and no claim will be entertained
                  thereafter.

              
	 	 	 
	 	 	
                Copies
                  of notification letters to your customers will be sent for your
                  endorsement. An acknowledgement from each of your customers giving
                  their
                  consent to settle the accounts directly to us is
                  required.

              


      

    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    
      Hua
        Yang
        Printing Holdings Company Limited

      

        
          	
                  Financial
                    Information and Examination

                	
                  :

                	
                  Grand
                    Toys International Limited and Hua Yang Printings Holdings Co.
                    Ltd. are
                    required to provide us with semi- annual financial statements
                    within 90
                    days from the period end and annual audited financial statements
                    within
                    270 days from the closing day of accounting period.

                
	 	 	 
	 	 	
                  This
                    offer is subject to our audit of your accounting books on every
                    nine
                    months basis although we reserve the absolute right and power
                    to examine
                    them at any time we may think fit.

                
	 	 	 
	
                  Guarantee

                	
                  :

                	
                  We
                    will continue to hold the corporate guarantees executed by Grand
                    Toys
                    International Limited and Hua Yang Holdings Company Limited on
                    4 July 2006
                    and 20 June 2003 respectively in favour of East Asia GE Commercial
                    Finance
                    Limited.

                
	 	 	 
	 	 	
                  We
                    will release the corporate guarantee executed by Zindart Limited
                    dated 20
                    June 2003.

                
	 	 	 
	
                  Other
                    Conditions

                	
                  :

                	
                  1.
                    

                	
                  Hua
                    Yang Holdings Company Limited is to subordinate not less than
                    USD6,600,000.00 to Hua Yang Printing Holdings Company Limited
                    in favour of
                    East Asia GE Commercial Finance Limited. No repayment is allowed
                    without
                    the written consent of East Asia GE Commercial Finance
                    Limited.

                
	 	 	 	 
	
                   

                	
                   

                	
                  2.
                    

                	
                  The
                    subordination agreement executed by Hua
                    Yang Holdings Company Limited and Hua Yang Printing Holdings
                    Company
                    Limited dated 20 June, 2003 will be superseded by Condition
                    1.

                
	 	 	 	 
	
                   

                	
                   

                	
                  3.
                    

                	
                  We
                    will continue to hold the Receivables
                    Purchase Agreement executed by Hua Yang Printing Holdings Company
                    Limited
                    in favour of East Asia GE Commercial Finance
                    Limited.

                


        

      

      

        Documentation
          Required:

         

        
          	A)	
                  Subordination
                    Agreement to be executed by Hua Yang Holdings Company Limited,
                    Hua Yang
                    Printing Holdings Company Limited and East Asia GE Commercial
                    Finance
                    Limited with corresponding board
                    resolution.

                


        

         

        
          	B)	
                  Board
                    resolution of Hua Yang Printing Holdings Company Limited authorizing
                    the
                    Company to accept our facility letter dated 12 June
                    2007.

                


        

         

      

    

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    

      Hua
        Yang
        Printing Holdings Company Limited

      

        The
          extension of the above facilities is conditional upon there being no material
          deterioration of the credit standing of your company as decided solely
          by East
          Asia GE Commercial Finance Limited which has the right to modify, reduce
          or
          cancel the facility at any time without prior notice.

         

        Should
          you find the above acceptable, please sign and return the enclosed letter
          to us
          to signify your agreement. If accepted, you will also be required, at a
          date to
          be arranged, to execute the necessary legal documents. All our costs and
          expenses (including legal expenses) for the preparation, negotiation and
          execution of the documentation will be borne by you.

         

        We
          trust
          that the above facilities will bring upon a mutually beneficial relationship
          between us. Should you have any queries, please feel free to contact our
          Ms.
          Ellen Yung at telephone number 2586 0072.

         

        Kindly
          signify your acceptance of our offer by signing and returning the enclosed
          letter to us on or before 26 June 2007. Beyond this date, our offer will
          lapse
          without further notice.

         

        Yours
          faithfully

        For
          and
          on behalf of

        East
          Asia
          GE Commercial Finance Limited

         

        
          	 	 	 	 
	
                  /s/ ELLEN
                    YUNG   

                	 	 	
                  /s/
                    BRYAN LEUNG    

                
	
                  

                  Ellen
                    Yung

                  Vice
                    President

                  Team
                    Leader - Corporate Lending

                	 	 	
                  

                  Bryan
                    Leung

                  Asst.
                    Manager - Business Development

                  Corporate
                    Lending

                


        

         

        
          
             

          

          
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