EXHIBIT
      4.48

     

    EXHIBIT B

     

    GUARANTY

     

    GUARANTY
      dated as
      of December 21, 2006 (this “Guaranty”) made by Grand Toys International,
      Inc., a Nevada corporation (the “Guarantor”), in favor of CitiCapital Commercial
      Corporation, a Delaware corporation (the “Lender”).

     

    WITNESSETH:

     

    WHEREAS,
      International Playthings, Inc., a New Jersey corporation (the “Borrower”), is
      entering into a Loan and Security Agreement of even date herewith (as amended,
      supplemented or otherwise modified from time to time, the “Loan Agreement”;
      capitalized terms used herein and not otherwise defined herein shall have the
      meanings assigned to such terms in the Loan Agreement) with the Lender pursuant
      to which the Lender has agreed, among other things, to make Loans to, and to
      provide for the issuance of Letters of Credit for the account of, the Borrower,
      subject to the terms and conditions set forth in the Loan
      Agreement;

     

    WHEREAS,
      the
      Guarantor is the legal and beneficial owner of all of the shares of the capital
      stock of the Borrower, has an interest in the financial affairs and well-being
      of the Borrower and will benefit from the transactions contemplated by the
      Loan
      Agreement; 

     

    WHEREAS,
      it is a
      condition precedent to the effectiveness of the Loan Agreement that the
      Guarantor shall have executed and delivered this Guaranty in favor of and for
      the benefit of the Lender.

     

    NOW,
      THEREFORE,
      in
      consideration of the promises contained herein and to induce the Lender to
      enter
      into the Loan Agreement and to make Loans to, and to provide for the issuance
      of
      Letters of Credit for the account of, the Borrower thereunder, the Guarantor
      hereby agrees as follows:

     

    ARTICLE
      I GUARANTY.

     

    (a) The
      Guarantor hereby unconditionally and irrevocably (i) guarantees to the
      Lender the prompt and complete payment and performance when due (whether at
      stated maturity, by acceleration or otherwise) of all of the Obligations and
      (ii) agrees to pay all costs and expenses incurred by the Lender (including
      the fees and disbursements of counsel and other professionals) in connection
      with (A) enforcing or defending the Lender’s rights under or in respect of
      this Guaranty or any other document or instrument now or hereafter executed
      and
      delivered in connection herewith or (B) collecting the Obligations or
      otherwise administering this Guaranty.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) The
      Guarantor hereby agrees that all payments hereunder will be paid to the Lender
      without setoff, deduction or counterclaim at the office of the Lender located
      at
      the address specified in Section 9 in U.S. dollars and in immediately
      available funds.

     

    ARTICLE
      II GUARANTY
      ABSOLUTE.
      The Guarantor guarantees that the Obligations will be paid strictly in
      accordance with the terms of the Loan Agreement, the Notes and the other Loan
      Documents regardless of any law, regulation or order now or hereafter in effect
      in any jurisdiction affecting any of such terms or the rights of the Lender
      with
      respect thereto. The liability of the Guarantor under this Guaranty shall be
      absolute and unconditional irrespective of:

     

    Section
      2.1 any
      lack
      of validity, regularity or enforceability of the Loan Agreement or any other
      Loan Document;

     

    Section
      2.2 any
      lack
      of validity, regularity or enforceability of this Guaranty;

     

    Section
      2.3 any
      change in the time, manner or place of payment of, or in any other term of,
      all
      or any of the Obligations, or any other amendment or waiver of or any consent
      to
      departure from the Loan Agreement or any other Loan Document;

     

    Section
      2.4 any
      exchange, release or non-perfection of any security interest in any collateral,
      or any release or amendment or waiver of or consent to departure from any other
      guaranty, for all or any of the Obligations;

     

    Section
      2.5 any
      failure on the part of the Lender or any other Person to exercise, or any delay
      in exercising, any right under the Loan Agreement or any other Loan Document;
      or


     

    Section
      2.6 any
      other
      circumstance which might otherwise constitute a defense available to, or a
      discharge of the Borrower, the Guarantor or any other guarantor with respect
      to
      the Obligations (including, without limitation, all defenses based on suretyship
      or impairment of collateral, and all defenses that the Borrower may assert
      to
      the repayment of the Obligations, including, without limitation, failure of
      consideration, breach of warranty, payment, statute of frauds, bankruptcy,
      lack
      of legal capacity, statute of limitations, lender liability, accord and
      satisfaction, and usury), this Guaranty and the obligations of the Guarantor
      under this Guaranty.

     

    The
      Guarantor hereby agrees that if the Borrower or any other guarantor of all
      or a
      portion of the Obligations is the subject of a bankruptcy case under the
      Bankruptcy Code, it will not assert the pendency of such case or any order
      entered therein as a defense to the timely payment of the Obligations. The
      Guarantor hereby waives notice of or proof of reliance by the Lender upon this
      Guaranty, and the Obligations shall conclusively be deemed to have been created,
      contracted, incurred, renewed, extended, amended or reduced (as to the Borrower
      only) in reliance upon this Guaranty. The Guarantor hereby agrees that this
      Guaranty is a guaranty of payment and not collection.

     

    
      
        
        

      

      
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    ARTICLE
      III WAIVER.
      The Guarantor hereby waives (a) promptness, diligence, notice of acceptance
      and any other notice or demand of any kind with respect to any of the
      Obligations and any of the amounts payable under Section 1(a)(ii) or that
      may be required to be given under any Requirement of Law and (b) any
      requirement that the Lender protect, secure, perfect or insure any Lien or
      any
      property subject thereto or exhaust any right to take any action against the
      Borrower or any other Person or any collateral.

     

    ARTICLE
      IV SUBROGATION.
      The Guarantor hereby agrees that it will not exercise or assert any rights,
      claims, defenses or rights of setoff which it may acquire against the Borrower
      or any other guarantor of all or part of the Obligations that arise from the
      existence, payment, performance or enforcement of its obligations hereunder
      (including, without limitation, any rights or claims of subrogation,
      reimbursement or contribution), until the termination of the obligation of
      the
      Lender to make Loans and cause Letters of Credit to be issued (the
“Commitment”), the indefeasible payment in full in cash of the Obligations and
      the termination, Collateralization or expiration of all Letters of Credit.
      If
      any amount shall be paid to the Guarantor in violation of the immediately
      preceding sentence, such amount shall be held in trust for the benefit of the
      Lender and shall forthwith be paid to the Lender to be credited and applied
      against the Obligations and all other amounts payable under
      Section 1(a)(ii), whether matured or unmatured, in such order as the Lender
      may determine.

     

    ARTICLE
      V REPRESENTATIONS
      AND WARRANTIES.

     

    (a) The
      Guarantor hereby makes each of the representations and warranties made by the
      Borrower under Section 6.1(a), 6.1(c) and 6.1(e) of the Loan Agreement as
      if such representations and warranties stated that they applied to the
      Guarantor, and such representations and warranties as applied to the Guarantor
      are true and correct as if they were repeated separately herein by the
      Guarantor.

     

    (b) The
      Guarantor has, independently and without reliance upon the Lender and based
      on
      such documents and information as it has deemed appropriate, made its own credit
      analysis and decision to enter into this Guaranty.

     

    
      
        
        

      

      
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    ARTICLE
      VI COVENANTS.
      The Guarantor covenants and agrees that, until the termination of the
      Commitment, the payment in full of the Obligations and the termination,
      Collateralization or expiration of all Letters of Credit, the Guarantor will
      perform, observe and otherwise comply with all of the covenants of the Borrower
      under Section 7.1(a) and Section 7.2(b) and 7.2(e) of the Loan
      Agreement as if such covenants stated that they applied to the Guarantor and
      were repeated separately herein by the Guarantor.

     

    ARTICLE
      VII RIGHT
      OF SETOFF.
      In addition to and not in limitation of all rights of offset that the Lender
      or
      any of its Affiliates may have under applicable law, and whether or not the
      Lender has made any demand or the obligations of the Guarantor has matured,
      the
      Lender and its Affiliates shall have the right to set off and apply any and
      all
      deposits (general or special, time or demand, provisional or final, or any
      other
      type) at any time held and any other Indebtedness at any time owing by the
      Lender or its Affiliates to or for the credit or the account of the Guarantor
      or
      any of the Guarantor’s Affiliates against any and all of the Obligations. If the
      Lender exercises any of its rights under this Section 7, the Lender shall
      provide notice to the Guarantor of such exercise, provided that the failure
      to
      give such notice shall not affect the validity of the exercise of such
      rights.

     

    ARTICLE
      VIII SURVIVAL
      OF PROVISIONS.
      All representations, warranties and covenants made by the Guarantor under this
      Guaranty shall survive the execution and delivery hereof and the closing of
      the
      transactions contemplated hereby.

     

    ARTICLE
      IX NOTICES.
      All notices and other communications hereunder shall be in writing and sent
      by
      certified or registered mail, return receipt requested, by overnight delivery
      service, with all charges prepaid, by hand delivery, or by telecopier followed
      by a hard copy sent by regular mail, if to the Lender, then to CitiCapital
      Commercial Corporation, 450 Mamaroneck Avenue, Harrison, New York 10528,
      Telecopy: (914) _______, Attn.: Account Manager, International Playthings,
      Inc., with a copy to CitiCapital Commercial Corporation, 450 Mamaroneck Avenue,
      Harrison, New York 10528, Telecopy: (914) 899-7238, Attn.: Robert R.
      Goldberg, Esq., and if to the Guarantor, then to it at Grand Toys International,
      Inc. c/o International Playthings, Inc., 75D Lackawanna Avenue, Parsippany,
      New
      Jersey 07054, Telecopy: (973) 316-5883, Attn.: Mr. Michael Varda, with a
      copy to Connell Foley LLP, 85 Livingston Avenue, Roseland, New Jersey 07068,
      Attn.: John Cromie, Esq., Telecopy (973) 535-9217, or, in each case, to
      such other address as the Guarantor or the Lender may specify to the other
      party
      in the manner required hereunder. All such notices and correspondence shall
      be
      deemed given (i) if sent by certified or registered mail, three Business
      Days after being postmarked, (ii) if sent by overnight delivery service or
      by hand delivery, when received at the above stated addresses or when delivery
      is refused and (iii) if sent by telecopier transmission, when such
      transmission is confirmed.

     

    ARTICLE
      X AMENDMENTS,
      WAIVERS AND CONSENTS.
      No amendment or waiver of any provision of this Guaranty, or consent to any
      departure by the Guarantor therefrom, shall in any event be effective unless
      the
      same shall be in writing and signed by the Lender, and then such amendment,
      waiver or consent shall be effective only in the specific instance and for
      the
      specific purpose for which given.

     

    
      
        
        

      

      
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    ARTICLE
      XI DELAYS;
      PARTIAL EXERCISE OF REMEDIES.
      No delay or omission of the Lender to exercise any right or remedy hereunder
      shall impair any such right or operate as a waiver thereof. No single or partial
      exercise by the Lender of any right or remedy shall preclude any other or
      further exercise thereof, or preclude any other right or remedy.

     

    ARTICLE
      XII TELECOPIED
      SIGNATURE.
      This Guaranty may be executed and delivered by telecopier or other facsimile
      transmission all with the same force and effect as if the same was a fully
      executed and delivered original manual counterpart.

     

    ARTICLE
      XIII SEVERABILITY.
      In case any provision in or obligation under this Guaranty shall be invalid,
      illegal or unenforceable in any jurisdiction, the validity, legality and
      enforceability of the remaining provisions or obligations, or of such provision
      or obligation in any other jurisdiction, shall not in any way be affected or
      impaired thereby.

     

    ARTICLE
      XIV INTERPRETATION.
      All terms not defined herein or in the Loan Agreement shall have the meaning
      set
      forth in the Code, except where the context otherwise requires. To the extent
      a
      term or provision of this Guaranty conflicts with the Loan Agreement and is
      not
      addressed herein with more specificity, the Loan Agreement shall control with
      respect to the subject matter of such term or provision.

     

    ARTICLE
      XV CONTINUING
      GUARANTY; ASSIGNMENTS OF GUARANTEED
      DEBT.
      This Guaranty is a continuing guaranty and shall (a) remain in full force
      and effect until released in accordance herewith, (b) be binding upon the
      Guarantor and its successors and assigns, and (c) inure, together with the
      rights and remedies of the Lender hereunder, to its own benefit and to its
      successors and assigns. Without limiting the generality of the foregoing clause
      (c), the Lender may, in accordance with the terms of the Loan Agreement, assign
      or otherwise transfer all or any portion of its rights and obligations under
      the
      Loan Agreement to any successor lender, and such successor lender shall
      thereupon become vested with all the benefits in respect hereof granted to
      the
      Lender herein or otherwise, in each case as provided in the Loan
      Agreement.

     

    ARTICLE
      XVI REINSTATEMENT.
      To the extent permitted by law, this Guaranty shall continue to be effective
      or
      be reinstated if at any time any amount received by the Lender in respect of
      the
      Obligations is rescinded or must otherwise be restored or returned by the Lender
      for any reason whatsoever including, without limitation, upon the occurrence
      or
      during the pendency of any bankruptcy, reorganization or other similar
      proceeding, or any fraudulent transfer or similar proceeding, applicable to
      the
      Borrower, the Guarantor or any other Person or the assets thereof, or upon
      or
      during the occurrence of any dissolution, liquidation or winding up of the
      Borrower, the Guarantor or any other Person, all as though such amount had
      not
      been received.

     

    ARTICLE
      XVII ENTIRE
      AGREEMENT; SUCCESSORS AND ASSIGNS.
      This Guaranty constitutes the entire agreement between the parties, supersedes
      any prior written and verbal agreements between them, and shall bind and benefit
      the parties and their respective successors and permitted assigns.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      XVIII GOVERNING
      LAW.
      THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS GUARANTY AND ANY DISPUTE
      ARISING OUT OF OR IN CONNECTION WITH THIS GUARANTY, WHETHER SOUNDING IN
      CONTRACT, TORT OR EQUITY OR OTHERWISE, SHALL BE GOVERNED BY THE INTERNAL LAWS
      AND DECISIONS OF THE STATE OF NEW YORK (WITHOUT REGARD TO PRINCIPLES OF
      CONFLICTS OF LAW).

     

    ARTICLE
      XIX SUBMISSION
      TO JURISDICTION.
      ALL DISPUTES BETWEEN THE GUARANTOR AND THE LENDER, WHETHER SOUNDING IN CONTRACT,
      TORT OR EQUITY OR OTHERWISE, SHALL BE RESOLVED ONLY BY STATE AND FEDERAL COURTS
      LOCATED IN NEW YORK, NEW YORK, AND THE COURTS TO WHICH AN APPEAL THEREFROM
      MAY
      BE TAKEN; PROVIDED, HOWEVER, THAT THE LENDER SHALL HAVE THE RIGHT, TO THE EXTENT
      PERMITTED BY APPLICABLE LAW, TO PROCEED AGAINST THE GUARANTOR IN ANY LOCATION
      REASONABLY SELECTED BY THE LENDER TO ENFORCE A JUDGMENT OR OTHER COURT ORDER
      IN
      FAVOR OF THE LENDER. THE GUARANTOR AGREES THAT IT WILL NOT ASSERT ANY PERMISSIVE
      COUNTERCLAIMS, SETOFFS OR CROSS-CLAIMS IN ANY PROCEEDING BROUGHT BY THE LENDER.
      THE GUARANTOR WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE
      COURT
      IN WHICH THE LENDER HAS COMMENCED A PROCEEDING, INCLUDING, WITHOUT LIMITATION,
      ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON FORUM NON
      CONVENIENS.

     

    ARTICLE
      XX SERVICE
      OF PROCESS.
      THE GUARANTOR HEREBY IRREVOCABLY DESIGNATES CORPORATION SERVICE COMPANY, 1133
      AVENUE OF THE AMERICAS, SUITE 3100, NEW YORK, NEW YORK 10036-6710 AS THE
      GUARANTOR’S DESIGNEE AND AGENT TO RECEIVE, FOR AND ON BEHALF OF THE GUARANTOR,
      SERVICE OF PROCESS IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
      GUARANTY. IT IS UNDERSTOOD THAT A COPY OF SUCH PROCESS SERVED ON SUCH AGENT
      AT
      ITS ADDRESS WILL BE PROMPTLY FORWARDED BY MAIL TO THE GUARANTOR, BUT THE FAILURE
      OF THE GUARANTOR TO RECEIVE SUCH COPY SHALL NOT AFFECT IN ANY WAY THE SERVICE
      OF
      SUCH PROCESS. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE LENDER TO SERVE
      LEGAL
      PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

     

    ARTICLE
      XXI JURY
      TRIAL.
      THE GUARANTOR (AND BY ITS RECEIPT HEREOF, THE LENDER) HEREBY WAIVES TO THE
      FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION
      OR
      PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO (I) THIS
      GUARANTY OR (II) ANY CONDUCT, ACTS OR OMISSIONS OF THE GUARANTOR, THE
      LENDER OR ANY OF THEIR DIRECTORS, OFFICERS, MEMBERS, MANAGERS, EMPLOYEES,
      AGENTS, ATTORNEYS OR OTHER AFFILIATES, IN EACH CASE WHETHER SOUNDING IN
      CONTRACT, TORT OR EQUITY OR OTHERWISE. THE GUARANTOR HEREBY AGREES THAT THIS
      GUARANTY CONSTITUTES THE WRITTEN CONSENT ON THE GUARANTOR TO SUCH WAIVER AND
      MAY
      BE FILED WITH THE CLERK OF THE COURT IN THE JURISDICTION IN WHICH ANY ACTION
      OR
      PROCEEDING IS COMMENCED REGARDING THIS GUARANTY, AS EVIDENCE OF THE GUARANTOR’S
      WRITTEN CONSENT TO SUCH WAIVER.

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      XXII LIMITATION
      OF LIABILITY.
      THE LENDER SHALL HAVE NO LIABILITY TO THE GUARANTOR (WHETHER SOUNDING IN
      CONTRACT, TORT OR EQUITY OR OTHERWISE) FOR LOSSES SUFFERED BY THE GUARANTOR
      IN
      CONNECTION WITH, ARISING OUT OF, OR IN ANY WAY RELATED TO THE TRANSACTIONS
      OR
      RELATIONSHIPS CONTEMPLATED BY THIS GUARANTY, OR ANY ACT, OMISSION OR EVENT
      OCCURRING IN CONNECTION THEREWITH, UNLESS IT IS DETERMINED BY A FINAL AND
      NONAPPEALABLE JUDGMENT OR COURT ORDER BINDING ON THE LENDER THAT THE LOSSES
      WERE
      THE RESULT OF ACTS OR OMISSIONS CONSTITUTING NEGLIGENCE OR WILLFUL MISCONDUCT
      OF
      THE LENDER. THE GUARANTOR HEREBY WAIVES ALL FUTURE CLAIMS AGAINST THE LENDER
      FOR
      SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES EXCEPT IN THE CASE OF
      GROSS
      NEGLIGENCE OR WILLFUL MISCONDUCT BY THE LENDER.

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Guarantor has caused this Guaranty to be executed by its
      proper and duly authorized officer as of the date first set forth
      above.

    
      	 	 	 
	 	
              GRAND
                TOYS INTERNATIONAL, INC.

            
	 
 	 
 	 
 
	
            	By:  	/s/ David
              Fremed
	 	
              
Name:
              David Fremed
	 	
              Title:
                Chief Financial Officer

            


    

    


    
      
        
        

      

      
        -8-