EXECUTION
        VERSION

    

     

    Exhibit 4.5d

     

    EMPLOYMENT
      AGREEMENT

     

    THIS
      AGREEMENT is made and entered into as of the 19th day of July, 2007, by and
      between Grand Toys International Limited, a limited company organized under
      the
      laws of Hong Kong, having its principal office at Room UG202, Floor UG2,
      Chinachem Golden Plaza, 77 Mody Road, Tsimshatsui, Kowloon, Hong Kong (“Grand”),
      and David C.W. Howell, an individual residing at 64C Sheung Sze Wan, Clearwater
      Bay, Sai Kung, New Territories, Hong Kong (“Employee”).

     

    WHEREAS,
      Grand is desirous of employing Employee as its executive vice president and
      chief financial officer, and Employee is willing to serve Grand in such
      capacity, all upon the terms and subject to the conditions hereinafter set
      forth.

     

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

     

    1. DEFINITIONS.
      

     

    The
      following terms, when used in capitalized form in this Agreement, shall have
      the
      meanings attributed to them in this Section:

     

    (a) “2004
      Plan” means the 2004 stock option plan adopted by Grand, as amended from time to
      time.

     

    (b) “Change
      in Control” means the occurrence of any one of the following
      events:

     

    (i) individuals
      who, as of the date of the Agreement, constitute the Board (the “Incumbent
      Directors”) cease for any reason to constitute at least a majority of the Board,
      provided that any person becoming a director subsequent to the date of the
      Agreement, whose election or nomination for election was approved by a vote
      of
      at least two-thirds of the Incumbent Directors then on the Board (either by
      a
      specific vote or by approval of the proxy statement of Grand in which such
      person is named as a nominee for director, without written objection to such
      nomination) shall be deemed to be an Incumbent Director; provided,
      however,
      that no
      individual initially elected or nominated as a director of Grand as a result
      of
      an actual or threatened election contest with respect to directors or as a
      result of any other actual or threatened solicitation of proxies or consents
      by
      or on behalf of any person other than the Board shall be deemed to be an
      Incumbent Director;

     

    (ii) any
      “person” (as such term is defined in Section 3(a)(9) of the U.S. Securities
      Exchange Act of 1934, as amended (the “Exchange Act”) and as used in
      Sections 13(d)(3) and 14(d)(2) of the Exchange Act) becomes a “beneficial
      owner” (as defined in Rule 13d-3 under the Exchange Act), directly or
      indirectly, of securities of Grand representing 50% or more of the combined
      voting power of Grand’s then outstanding securities eligible to vote for the
      election of the Board (the “Grand Voting Securities”) or any person who
      beneficially owns 50% of the Grand Voting Securities increases their beneficial
      ownership by more than 5%; provided,
      however,
      that
      the event described in this paragraph (ii) shall not be deemed to be a
      Change in Control by virtue of any of the following acquisitions: (A) by
      Grand or any member of the Grand Group, (B) by any employee benefit plan
      (or related trust) sponsored or maintained by Grand or any member of the Grand
      Group, (C) by any underwriter temporarily holding securities pursuant to an
      offering of such securities, (D) pursuant to a Non-Qualifying Transaction
      (as defined in paragraph (iii)), or (E) pursuant to any acquisition by
      Employee or any group of persons including Employee (or any entity controlled
      by
      Employee or any group of persons including Employee);

     

    
      
         

      

      
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      EXECUTION
        VERSION

    

     

    (iii) the
      consummation of a merger, consolidation, statutory share exchange, merger or
      similar form of corporate transaction involving Grand or any member of the
      Grand
      Group that requires the approval of Grand’s stockholders, whether for such
      transaction or the issuance of securities in the transaction (a “Business
      Combination”), unless immediately following such Business Combination:
      (A) more than 50% of the total voting power of (x) the corporation
      resulting from such Business Combination (the “Surviving Corporation”), or
      (y) if applicable, the ultimate parent corporation that directly or
      indirectly has beneficial ownership of at least 95% of the voting securities
      eligible to elect directors of the Surviving Corporation (the “Parent
      Corporation”), is represented by Grand Voting Securities that were outstanding
      immediately prior to such Business Combination (or, if applicable, is
      represented by shares into which such Grand Voting Securities were converted
      pursuant to such Business Combination), and such voting power among the holders
      thereof is in substantially the same proportion as the voting power of such
      Grand Voting Securities among the holders thereof immediately prior to the
      Business Combination, (B) no person (other than any employee benefit plan
      (or related trust) sponsored or maintained by the Surviving Corporation or
      the
      Parent Corporation or an existing Grand shareholder, with greater than 50%
      beneficial ownership of the Grand Voting Securities prior to the Business
      Combination, whose percentage beneficial ownership compared to the other Grand
      shareholders in existence immediately prior to the Business Combination does
      not
      change on consummation of the Business Transaction), is or becomes the
      beneficial owner, directly or indirectly, of 50% or more of the total voting
      power of the outstanding voting securities eligible to elect directors of the
      Parent Corporation (or, if there is no Parent Corporation, the Surviving
      Corporation) and (C) at least a majority of the members of the board of
      directors of the Parent Corporation (or, if there is no Parent Corporation,
      the
      Surviving Corporation) following the consummation of the Business Combination
      were Incumbent Directors at the time of the Board’s approval of the execution of
      the initial agreement providing for such Business Combination (any Business
      Combination which satisfies all of the criteria specified in (A), (B) and (C)
      above shall be deemed to be a “Non-Qualifying Transaction”); or

     

    (iv) the
      stockholders of Grand approve a plan of complete liquidation or dissolution
      of
      Grand or the consummation of a sale of all or substantially all of Grand’s
      assets.

     

    Notwithstanding
      the foregoing, a Change in Control of Grand shall not be deemed to occur solely
      because any person acquires beneficial ownership of more than 50% of the Grand
      Voting Securities as a result of the acquisition of Grand Voting Securities
      by
      Grand which reduces the number of Grand Voting Securities outstanding; provided,
      that if after such acquisition by Grand such person becomes the beneficial
      owner
      of additional Grand Voting Securities that increases the percentage of
      outstanding Grand Voting Securities beneficially owned by such person, a Change
      in Control of Grand shall then occur.”

     

    
      
         

      

      
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      EXECUTION
        VERSION

    

     

    (c) “Dollars”
      and “US$” means United States dollars.

     

    (d) “Good
      Reason” shall mean the occurrence after a Change in Control of any of the
      following events without the Employee’s express written consent: (i) the
      assignment to the Employee of duties inconsistent with his position and status
      as an executive of the Grand Group, or a substantial alteration in the nature,
      status or prestige of the Employee’s responsibilities with the Grand Group from
      those in effect immediately prior to such Change in Control; or (ii) a
      reduction in the Employee’s base salary or bonus at the rate most recently
      approved by the Board prior to the occurrence of such Change in Control; or
      (iii) any other material adverse change in the terms or conditions of the
      Employee’s employment hereunder following the occurrence of such Change in
      Control.

     

    (e) “Grand
      Group” means Grand and any other corporation or other entity which at the
      relevant time is more than fifty percent (50%) owned, directly or indirectly,
      by
      Grand.

     

    (f) “Hong
      Kong” means the Hong Kong Special Administrative Region of the People’s Republic
      of China.

     

    (g) “Termination”
      means, according to the context, the termination of this Agreement or the
      cessation of rendering employment services by Employee.

     

    2. EMPLOYMENT.

     

    Grand
      agrees to employ Employee, and Employee agrees to be employed by Grand, upon
      the
      terms and subject to the conditions of this Agreement.

     

    3. TERM.

     

    The
      term
      of this Agreement shall be for a period of two (2) years commencing as of
      July 6, 2007, unless sooner terminated as hereinafter provided (the
“Term”).

     

    4. DUTIES;
      EFFORTS; INDEMNIFICATION.

     

    (a) During
      the Term of this Agreement, Employee shall serve as Executive Vice President
      -
      Finance of Grand and, beginning on September 1, 2007, as Chief Financial
      Officer, reporting directly to the Chief Executive Officer. Employee shall
      be
      responsible for the management of financial and accounting matters affecting
      the
      Grand Group, including without limitation the preparation of financial
      statements and compliance with applicable securities laws and regulations,
      as
      well as such other duties as are commensurate with such position. Employee
      shall
      also perform such executive duties as may be assigned to him from time to time
      by the Board of Directors of Grand (the “Board”) or the Chief Executive Officer
      so long as such duties are not inconsistent with the duties commensurate with
      a
      principal financial officer of a company of comparable size. Employee shall
      perform his duties under this Agreement principally in Hong Kong.

     

    
      
         

      

      
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      EXECUTION
        VERSION

    

     

    (b) Employee
      agrees that Employee shall comply with all of the applicable policies, rules
      or
      codes of conduct generally in effect for employees of Grand or the Grand Group
      during the Term of his employment.

     

    (c) Employee
      shall devote all of his business time, attention and energies, on a full time
      and exclusive basis, to the business of the Grand Group, shall use his best
      efforts to advance the best interests of Grand, and shall not during the Term
      be
      engaged in any other business activities, whether or not such business
      activities are pursued for gain, profit or other pecuniary advantage, without
      Board consent; provided,
      however,
      that,
      it shall not be a violation of this Agreement for Employee to (i) serve on
      corporate, civic or charitable boards or committees, or (ii) manage passive
      personal investments, in either case so long as any such activities do not
      interfere with the performance of his responsibilities as an employee of Grand
      in accordance with this Agreement.

     

    5. COMPENSATION
      AND BENEFITS.

     

    (a) Base
      Salary.
      Grand
      agrees to pay Employee, and Employee agrees to accept from Grand, a salary
      at
      the rate of US$375,000 per annum (“Base Salary”) payable in accordance with
      Grand’s payroll practices for its executive employees to Employee’s bank account
      in Hong Kong as provided in writing by Employee. Employee shall receive annual
      salary reviews by the Board with a view to ensuring that it remains commensurate
      with the time and effort required for the discharge of his responsibilities
      pursuant to this Agreement, provided that such salary shall not be reduced
      below
      the Base Salary. After a Change in Control, Employee’s salary shall not be
      reduced below the level immediately prior to the Change in Control. For any
      period during the Term that Employee is working on a basis other than full-time,
      the Base Salary shall be adjusted pro rata for the reduced work schedule, as
      mutually agreed by Employee and Grand.

     

    (b) Executive
      Bonus.
      Employee will participate in any Grand executive bonus program that is
      established by the Board.

     

    (c) Provident
      Fund.
      Grand
      will contribute to a provident fund for the benefit of Employee on such terms
      and conditions to be agreed between Grand and Employee.

     

    (d) ADSs
      Options.
      In
      addition to the amounts of compensation provided in subsections (a), (b) and
      (c)
      of this Section 5, Employee shall be eligible for the following incentive
      compensation:

     

    (i) Grand
      shall grant to Employee the following option to purchase American Depositary
      Shares (“ADSs”) representing beneficial ownership in ordinary shares in the
      capital of Grand at an exercise price per ADS which shall be equivalent to
      the
      closing market price thereof on the last trading day prior to the date of the
      grant on which securities markets in the United States are open, subject to
      the
      terms and conditions of this Section 5 and the 2004 Plan; provided,
      however,
      that
      each such grant shall be subject to the condition that Employee continues to
      be
      employed in good standing by Grand Group through the relevant date of grant.
      

     

    (1)  First,
      300,000 ADSs options shall be granted as of the date of this Agreement; and
      

     

    
      
         

      

      
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      EXECUTION
        VERSION

    

     

    (2)  Second,
      300,000 ADSs options shall be granted on the first anniversary of the date
      of
      the first grant. 

     

    Unless
      otherwise provided herein or in the 2004 Plan, the ADSs options shall become
      vested as to ADSs representing 100,000 shares on each of the first, second
      and
      third anniversaries of each grant and shall expire on the tenth anniversary
      of
      the relevant date of grant.

     

    (ii) The
      number of ADSs subject to the ADS Options will be adjusted for stock splits
      and
      reverse splits; provided that such number of ADSs shall not be adjusted if
      Grand
      should otherwise change or modify its capitalization, including but not limited
      to the issuance by Grand of new securities (including options or convertible
      securities), ESOP’s or other employee stock plans. It is the intent of the
      parties that the ADSs subject to the ADS options shall be subject to dilution,
      except for stock splits and reverse splits.

     

    (iii) Upon
      the
      occurrence of a Change in Control, Termination by Grand without Cause,
      Disability of Employee or non-renewal of terms of this Agreement after expiry,
      all of Employee’s then unvested ADS Options in Grand shall vest and all
      outstanding ADS Options shall become immediately exercisable only for a period
      of 90 days from the date of such occurrence. If Employee’s employment is
      terminated by Grand without Cause after a definitive agreement for a transaction
      that would constitute a Change in Control has been approved by the shareholders
      of Grand, but before such transaction is consummated, Employee’s ADS Options in
      Grand shall vest on the date of such termination without Cause. Income realized
      by Employee as a result of the acceleration of vesting of equity compensation
      or
      otherwise resulting from a Termination/Change in Control is specifically paid
      in
      consideration of post-employment restrictions of Sections 9 and 10
      hereunder.

     

    (iv) In
      the
      event of the termination of Employee’s employment by Grand for Cause or by
      Employee voluntarily (other than as a result of Grand’s material breach of this
      Agreement), all of Employee’s then outstanding unvested ADS Options shall be
      terminated and shall be null and void, and any vested options shall become
      exercisable only for a period of 90 days from the date of
      termination.

     

    (v) Except
      as
      otherwise set forth herein, the terms and conditions of the 2004 Plan shall
      govern the ADS Options.

     

    (e) Paid
      Leave.
      Employee shall be entitled to five (5) weeks paid leave during each year of
      this
      Agreement taken at such times as mutually convenient to Employee and Grand
      Group.

     

    (f) Out-of-Pocket
      Expenses.
      Grand
      shall promptly reimburse Employee for the reasonable expenses incurred by him
      in
      the performance of his duties hereunder in accordance with Grand’s policies in
      effect from time to time, including, without limitation, those incurred in
      connection with business related travel or entertainment, provided that Employee
      provides proper documentation setting forth information sufficient to
      establish:

     

    (i) the
      amount, date, and place of each such expense;

     

    (ii) the
      business reason for each such expense and the nature of the business benefit
      derived or expected to be derived as a result thereof; and 

     

    
      
         

      

      
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      EXECUTION
        VERSION

    

     

    (iii) the
      names, occupations, addresses, and other information sufficient to establish
      the
      business relationship to Grand Group of any person who was entertained by
      Employee.

     

    6. TERMINATION.

     

    (a) Termination
      without Cause.
      After
      the first anniversary of Employee’s employment with Grand, i.e., July 6,
      2008, either party may terminate the Agreement without Cause (as defined below)
      upon six months’ written notice.

     

    (b) Termination
      for Cause.
      Grand
      shall have the right to terminate Employee’s employment for Cause. For the
      purpose of this section, the term “Cause” shall mean:

     

    (i) breach
      of
      or failure to comply with any of the material terms of this Agreement including,
      but not limited to, Sections 4, 9,10, or 11 of this Agreement;


     

    (ii) failure
      to perform his duties under this Agreement, including refusing to carry out
      the
      reasonable written instructions of the Board or deliberately and internationally
      disregarding the lawful instructions from the Board, in either case which
      instructions are consistent with the responsibilities and duties of Employee
      contemplated by this Agreement;

     

    (iii) material
      breach by Employee of a fiduciary obligation to any member of Grand
      Group;

     

    (iv) intentional
      commission by Employee of any act or omission to perform any act (excluding
      the
      omission to perform any act attributable to Employee’s Disability) which results
      in or is intended to result in material adverse consequences to any member
      of
      Grand Group or which results in or is intended to result in substantial personal
      enrichment of Employee at the expense of any member of Grand Group;

     

    (v) any
      attempt by Employee to assign or delegate this Agreement or any of the rights,
      duties, responsibilities, privileges or obligations hereunder without the prior
      written consent of Grand (except in respect of any delegation by Employee of
      his
      employment duties hereunder to other employees of Grand Group in accordance
      with
      its usual business practice);

     

    (vi) commission
      of any act of fraud, larceny, misappropriation of funds or embezzlement or
      conviction of a felony or a crime of moral depravity under the laws of the
      United States or Hong Kong;

     

    (vii) death
      of
      Employee;

     

    (viii) declaration
      by a court that Employee is insane or incompetent to manage his business
      affairs; or

     

    (ix) the
      filing of any petition or other proceeding seeking to find Employee bankrupt
      or
      insolvent.

     

    
      
         

      

      
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      EXECUTION
        VERSION

    

     

    Termination
      for Cause shall become effective upon a resolution adopted by the Board finding
      an occurrence of an event giving rise to Cause, except that in the case of
      subsections (i), (ii), (iii), (iv) and (v), Employee shall receive thirty (30)
      days’ advance written notice that the Board intends to meet to consider
      Employee’s termination and specifying the actions constituting Cause, Employee
      shall have the opportunity to cure the conduct constituting Cause during such
      thirty (30) day period. Any act, or failure to act, based upon authority given
      pursuant to a resolution duly adopted by the Board or based upon the advice
      of
      counsel for Grand shall be conclusively presumed to be done, or omitted to
      be
      done, by Employee in good faith and in the best interests of Grand.

     

    (c) Termination
      for Disability.
      Grand
      shall have the right to terminate Employee’s employment as a result of
      Employee’s “Disability.” For the purposes of this Agreement, a termination for
      Disability shall occur:

     

    (i) immediately
      after the Board has provided a written termination notice to Employee supported
      by a written statement from a reputable independent physician selected by Grand
      to the effect that Employee shall have become so incapacitated as to be unable
      to resume, within twelve (12) weeks, his employment hereunder by reason of
      physical or mental illness or injury; or 

    (ii) upon
      rendering of a written termination notice by Grand after Employee has been
      unable to substantially perform his duties hereunder for a cumulative period
      of
      twelve (12) weeks in any twelve (12) month period by reason of physical or
      mental illness or injury.

     

    Employee
      agrees to make himself available and to cooperate in any reasonable examination
      by a reputable independent physician selected by Grand for the purpose of a
      termination pursuant to Section 6(c)(i).

     

    (d) Termination/Change
      in Control.
      Employee
      may terminate this Agreement if Employee has Good Reason for such Termination
      following a Change in Control. Such Termination by Employee is hereinafter
      referred to as Termination/Change in Control.

     

    7. EFFECT
      OF TERMINATION.

     

    (a) Termination
      for Cause by Grand, by Employee voluntarily or upon expiration of the
      Term.
      In the
      event that Employee’s employment is terminated by Grand for Cause or by Employee
      voluntarily (other than as a result of Grand’s material breach of this
      Agreement) or upon expiration of the Term, the Employee shall not be entitled
      to
      receive any further compensation and benefits under the provisions of this
      Agreement after the effective date of such Termination.

     

    (b) Termination
      without Cause by Grand, for Disability, or Termination/Change in
      Control.
      In the
      event of termination without Cause by Grand, Disability of Employee or
      Termination/Change in Control, (i) Grand will continue to pay Employee his
      Base Salary until the earlier of six months from the effective date of
      Termination or the expiration of the Term of this Agreement, and
      (ii) Employee’s ADS options will be treated as set forth in
      Section 5(d) hereof.

     

    
      
         

      

      
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      EXECUTION
        VERSION

    

     

    (c) This
      Section 7 sets forth the entire obligation of Grand with respect to the
      termination of Employee’s employment with Grand, and Employee acknowledges that
      upon the Termination of his employment, he shall not be entitled to any payments
      or benefits which are not explicitly provided herein.

     

    8. RETURN
      OF RECORDS AND PROPERTY.

     

    Upon
      Termination of Employee’s employment with Grand for any reason, Employee shall
      deliver promptly to Grand all records, manuals, books, blank forms, documents,
      letters, memoranda, notes, notebooks, reports, computer disks, computer
      software, computer programs (including source code, object code, on-line files,
      documentation, testing materials and plans and reports), designs, drawings,
      formulae, data, tables or calculations or copies thereof, which are the property
      of Grand or which relate in any way to the business, products, practices or
      techniques of Grand, and all other property, trade secrets and confidential
      information of Grand, including, but not limited to, all tangible, written,
      graphical, machine readable and other materials (including all copies) which
      in
      whole or in part contain any trade secrets or Confidential Information of Grand
      which in any of these cases are in Employee’s possession or under Employee’s
      control. 

     

    9. RESTRICTION
      OF COMPETITION; NON-SOLICITATION; INTERFERENCE.

     

    (a) As
      a
      significant inducement to Grand to enter into and perform its obligations under
      this Agreement, during the Term and for a period of one year after expiration
      or
      any Termination (other than in the event of a Termination/Change in Control)
      of
      such employment for any reason (either by Employee or Grand), with or without
      cause, voluntarily or involuntarily (the Term and the additional year together
      “Prohibition Period”), Employee agrees that 

     

    (i) he
      will
      not, directly or indirectly, engage in, be employed by or become affiliated
      with
      any person or entity which offers, develops, performs or is engaged in services,
      products or systems which are competitive with the business of Grand Group
      or
      any other products, services or systems hereafter developed, produced or offered
      by Grand Group, at or prior to the date of the termination of Employee’s
      employment (“Grand Business”), anywhere Grand Group engages in business
      activities during the period of Employee’s employment with Grand;

     

    (ii) during
      the Prohibition Period, he will not, directly or indirectly, become an owner
      or
      member, to the extent of an ownership interest of five percent (5%) or more,
      of
      a joint venture, partnership, corporation or other entity, or a consultant,
      employee, agent, officer or director of a corporation, joint venture,
      partnership or other entity, which is competitive with, directly or indirectly,
      the Grand Business; and

     

    (iii) if
      at any
      time during the Prohibition Period Employee accepts new employment of or becomes
      affiliated with a third party, Employee shall immediately notify Grand of the
      identity and business of Employee’s new employer or affiliation.

     

    
      
         

      

      
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      EXECUTION
        VERSION

    

     

    Without
      limiting the foregoing, Employee’s obligation to give notice under this
      Section 9(a) shall apply to any business ventures in which Employee
      proposes to engage, even if not with a third-party employer (such as, without
      limitation, a joint venture, partnership or sole proprietorship). Employee
      hereby consents to Grand notifying any such new employer or business venture
      of
      the terms of the covenants in this Section 9.

     

    (b) During
      the Prohibition Period, Employee shall not (i) induce or attempt to induce
      any Grand Group employee to leave Grand Group’s employ, or in any way interfere
      adversely with the relationship between any such employee and Grand Group;
      (ii) induce or attempt to induce any Grand Group employee to work for,
      render services to, provide advice to, or supply Grand Group confidential
      business information or trade secrets to any third person, firm or corporation;
      (iii) employ, or otherwise pay for services rendered by, any Grand Group
      employee in any business enterprise with which Employee may be associated,
      connected or affiliated; or (iv) induce or attempt to induce any customer,
      supplier, licensee, licensor or other business relation of Grand Group to cease
      doing business with Grand Group, or in any way interfere with the then existing
      business relationship between any such customer, supplier, licensee, licensor
      or
      other business relation and Grand Group.

     

    10. PROTECTION
      OF CONFIDENTIAL INFORMATION AND PROPRIETARY INFORMATION.

     

    (a) Employee
      understands and agrees that he will be exposed to (or have access to)
      confidential information, knowhow, knowledge, data, techniques, computer
      software and hardware, and trade secrets of Grand Group or related to the Grand
      Business, including, without limitation, customer or supplier requirements,
      notes, drawings, writings, designs, plans, specifications, records, charts,
      methods, procedures, systems, price lists, financial data, records, and customer
      or supplier lists (collectively “Confidential Information”). Notwithstanding the
      above, the following shall not be considered “Confidential Information” within
      the meaning of this section: (i) information known to Employee or to the
      public at the date of this Agreement; and (ii) information which hereafter
      becomes known to the public through no fault of Employee. Accordingly, except
      as
      permitted or required in the performance of his duties for Grand Group, Employee
      agrees not to disclose, divulge, make public, utilize, communicate or use,
      whether for his own benefit or for the benefit of others, either directly or
      indirectly, any Confidential Information relating to the Grand Business unless
      specifically authorized in writing by Grand to do so. In addition, Employee
      shall comply with the terms of any confidentiality agreement by which Grand
      is
      bound to a third party.

     

    (b) Employee
      shall promptly communicate and disclose to Grand Group all information,
      inventions, improvements, discoveries, knowhow, methods, techniques, processes,
      observations and data (“Proprietary Information”) obtained, developed, invented
      or otherwise discovered by him in the course of this employment. All written
      materials, records, computer programs or data and documents made by Employee
      or
      coming into his possession during the employment period concerning any
      Proprietary Information used or developed by Grand Group, or by Employee, shall
      be the sole exclusive property of Grand Group. Employee shall have no right,
      title or interest therein notwithstanding that he may have purchased the medium
      on which such Proprietary Information is recorded.

     

    
      
         

      

      
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      EXECUTION
        VERSION

    

     

    (c) Upon
      Termination, Employee shall not take with him any of the Confidential
      Information or Proprietary Information. Upon Termination, or at any time upon
      the request of Grand, Employee shall promptly deliver all Confidential
      Information and Proprietary Information, and all copies thereof, to Grand Group
      with no cost or charge to Grand Group. Upon request by Grand, Employee shall
      promptly execute and deliver any documents necessary or convenient to evidence
      ownership of the Confidential Information and Proprietary Information by Grand
      Group, or the transfer and assignment of the Confidential Information and
      Proprietary Information to Grand Group without cost or charge. The provisions
      of
      this Section 10 shall survive any Termination of this
      Agreement.

     

    11. Other
      Agreements.

     

    Employee
      hereby represents that he is not bound by the terms of any agreement with any
      previous employer, or with any other party, that would impair his right or
      ability to enter the employment of Grand or perform fully his obligations
      pursuant to this Agreement. Employee further represents and warrants that his
      performance of all the terms of this Agreement and as an executive of Grand
      does
      not and will not breach any agreement to keep in confidence proprietary
      information, knowledge or data acquired by him in confidence or in trust prior
      to his employment with Grand.

     

    12. Successors
      and Assigns.

     

    This
      Agreement shall inure to the benefit of and be binding upon Grand and its
      successors and assigns, including but not limited to any corporation, person
      or
      other entity which may acquire all or substantially all of the assets and
      business of Grand or any corporation with or into which it may be consolidated
      or merged. This Agreement shall not be assignable, in whole or in part, by
      any
      party without the written consent of the other party, except that (i) Grand
      may assign its rights and obligations to another present or future member of
      Grand Group and (ii) Employee may, without the prior consent of any member
      of Grand Group, assign to his spouse, or to an immediate family member, proceeds
      of payments resulting from his death or a disability which, in either case,
      occurs after a termination of this Agreement. After any assignment by Grand,
      Grand shall be discharged from all further liability hereunder and such assignee
      shall thereafter be deemed to be Grand for the purposes of all provisions of
      this Agreement including this Section 12.

     

    13. COUNTERPARTS.
      

     

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

     

    14. GOVERNING
      LAW AND FORUM.

     

    This
      Agreement shall be governed by and construed in accordance with the laws of
      Hong
      Kong without reference to the choice of law principles thereof. The parties
      agree that any dispute or litigation in anyway relating to this Agreement or
      to
      employee’s employment by Grand, including, but not limited to, the termination
      of this Agreement or of Employee’s employment will be subject to the exclusive
      jurisdiction of the Hong Kong courts.

     

    
      
         

      

      
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      EXECUTION
        VERSION

    

     

    15. ENTIRE
      AGREEMENT.

     

    This
      Agreement constitutes the entire agreement between the parties and supersedes
      all prior agreements and understandings, whether written or oral, relating
      to
      the subject matter of this Agreement.

     

    16. VALIDITY
      OF PROVISIONS.

     

    Should
      any provision(s) of this Agreement be void or unenforceable in whole or in
      part,
      the remainder of this Agreement shall not in any way be affected thereby, and
      such provision(s) shall be modified or amended so as to provide for the
      accomplishment of the provision(s) and intentions of this Agreement to the
      maximum extent possible.

     

    17. MODIFICATIONS
      OR DISCHARGE.

     

    This
      Agreement shall not be deemed waived, changed, modified, discharged or
      terminated in whole or in part, except as expressly provided for herein or
      by
      written instrument signed by all parties hereto.

     

    18. NOTICES.

     

    Any
      notice or other communications required or permitted hereunder shall be in
      writing and shall be deemed effective (i) upon delivery, if delivered by
      hand and followed by notice by mail or facsimile transmission, or electronic
      mail, (ii) three (3) days after the date of deposit in the mails, if mailed
      by certified or registered mail (return receipt requested), or (iii) on the
      next business day, if mailed by an overnight mail service to the parties or
      sent
      by facsimile transmission, 

     

    If
      to
      Grand: 


     

    Grand
      Toys International Limited

    Room
      UG202, Floor UG2 Chinachem

    Golden
      Plaza 77 Mody Road

    Tsimshatsui
      East Kowloon, Hong Kong

    Attention:
      Jeff Hsieh

    Facsimile
      No.: (852) 2520 5515

     

    with
      copies to: 


     

    Dorsey &
      Whitney

    One
      Pacific Place, Suite

    3008
      88
      Queensway

    Hong
      Kong


    Attention:
      Steven C. Nelson, Esq.

    Facsimile
      No.: (852) 2524-3000

     

    
      
         

      

      
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      EXECUTION
        VERSION

    

     

    If
      to
      Employee:


     

    Mr.
      David
      C.W. Howell

    64C
      Sheung Sze Wan, Clearwater Bay,

    Sai
      Kung,
      New Territories, Hong Kong

    
      	 	
              Telephone:
                

            	
              852-2791-1654

            


    

    
      	 	
              Telefax:
                

            	
              852-2791-1514

            


    

     

    19. NUMBER;
      GENDER.

     

    In
      this
      Agreement, the masculine shall include the feminine and neuter and vice versa,
      and the singular shall include the plural and vice versa, as the context may
      reasonably require or permit.

     

    20. INDEMNIFICATION.
      

     

    If
      any
      disputes shall arise under this Agreement involving the Termination of
      Employee’s employment with Grand, Grand shall indemnify Employee, on a current
      basis, for all reasonable legal fees and expenses, if any, incurred by Employee
      in connection with such contest or dispute if Employee’s claim is upheld by a
      court of competent jurisdiction; Employee shall indemnify Grand, on a current
      basis, for all reasonable legal fees and expenses incurred by Grand in
      connection with such contest or dispute if the court issues a final and
      non-appealable order setting forth the determination that the position taken
      by
      Employee was frivolous or advanced by Employee in bad faith.

     

    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the day and
      year
      first above written.

    
      	 	 	 
	 	
              GRAND
                TOYS INTERNATIONAL LIMITED

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Jeff
              Hsieh    
	 	
              

              Name: Jeff
                Hsieh

              Title: Chief
                Executive Officer

            


    

     

    
      
        	 	 	 
	
              	
              	/s/
                David C.W.
                Howell   
	 	
                

                
                  David
                    C.W. Howell

                

              


      

       

    

    
      
         

      

      
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