CORGI13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QJFbpcj5J/liycs5p/DgYQ5YLZUrCID4PG+qHKpElgHbNV/rg04k1zD4caagjGPi 8VAHApKZLmUZQvxfqRnIQA== 0000935836-06-000324.txt : 20061108 0000935836-06-000324.hdr.sgml : 20061108 20061108124126 ACCESSION NUMBER: 0000935836-06-000324 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20061108 DATE AS OF CHANGE: 20061108 GROUP MEMBERS: ERIC B. SWERGOLD GROUP MEMBERS: GRUBER & MCBAINE INTERNATIONAL GROUP MEMBERS: J. PATTERSON MCBAINE GROUP MEMBERS: JON D. GRUBER GROUP MEMBERS: LAGUNITAS PARTNERS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CORGI INTERNATIONAL LTD CENTRAL INDEX KEY: 0001028637 STANDARD INDUSTRIAL CLASSIFICATION: GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES) [3944] IRS NUMBER: 000000000 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50935 FILM NUMBER: 061196378 BUSINESS ADDRESS: STREET 1: UNIT 10, 16/F, WAH WAI CENTRE STREET 2: 38-40 AU PUI WAN STREET CITY: FOTAN, NEW TERRITORIES STATE: K3 ZIP: 00000 BUSINESS PHONE: 01185222566000 MAIL ADDRESS: STREET 1: UNIT 10, 16/F, WAH WAI CENTRE STREET 2: 38-40 AU PUI WAN STREET CITY: FOTAN, NEW TERRITORIES STATE: K3 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: ZINDART LTD DATE OF NAME CHANGE: 19971017 FORMER COMPANY: FORMER CONFORMED NAME: ZINDART INDUSTRIAL CO LTD DATE OF NAME CHANGE: 19961209 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GRUBER & MCBAINE CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0000909450 IRS NUMBER: 770210467 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 50 OSGOOD PLACE PENTHOUSE CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: 4159811039 MAIL ADDRESS: STREET 1: 50 OSGOOD PLACE CITY: SAN FRANCISCO STATE: CA ZIP: 94133 FORMER COMPANY: FORMER CONFORMED NAME: GRUBER & MCBAINE CAPITAL MANAGEMENT/GRUBER JON D ET AL DATE OF NAME CHANGE: 19951108 SC 13D/A 1 corgi13d.htm CORGI13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

OMB APPROVAL

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SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)

CORGI INTERNATIONAL LIMITED

(Name of Issuer)

Common Stock

(Title of Class of Securities)

989597109

(CUSIP Number)

Elizabeth D. Giorgis
Gruber & McBaine Capital Management, LLC
50 Osgood Place, Penthouse
San Francisco, CA 94133
(415) 782-2610

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 4, 2006

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 140.13d-1(g), check the following box. [ ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See section 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

Gruber & McBaine Capital Management, LLC

2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) __X__
(b) ______

3. SEC Use Only

4. Source of Funds (See Instructions) WC

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____

6. Citizenship or Place of Organization California

Number of Shares Beneficially Owned by Each Reporting Person With	7. Sole Voting Power 0
	8. Shared Voting Power 2,778,630
	9. Sole Dispositive Power 0
	10. Shared Dispositive Power 2,778,630

11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,778,630

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ______

13. Percent of Class Represented by Amount in Row (11) 24.4%

14. Type of Reporting Person (See Instructions)

1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

Jon D. Gruber

2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b) ______

3. SEC Use Only

4. Source of Funds (See Instructions) WC, PF

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____

6. Citizenship or Place of Organization U.S.

Number of Shares Beneficially Owned by Each Reporting Person With	7. Sole Voting Power 379,500
	8. Shared Voting Power 2,778,630
	9. Sole Dispositive Power 379,500
	10. Shared Dispositive Power 2,778,630

11. Aggregate Amount Beneficially Owned by Each Reporting Person 3,158,130

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) 27.4%

13. Percent of Class Represented by Amount in Row (11) ______

14. Type of Reporting Person (See Instructions)

1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

J. Patterson McBaine

2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b) ______

3. SEC Use Only

4. Source of Funds (See Instructions) WC, PF

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____

6. Citizenship or Place of Organization U.S.

Number of Shares Beneficially Owned by Each Reporting Person With	7. Sole Voting Power 334,350
	8. Shared Voting Power 2,778,630
	9. Sole Dispositive Power 334,350
	10. Shared Dispositive Power 2,778,630

11. Aggregate Amount Beneficially Owned by Each Reporting Person 3,112,980

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ______

13. Percent of Class Represented by Amount in Row (11) 27.0%

14. Type of Reporting Person (See Instructions)

1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

Eric B. Swergold

2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b) ______

3. SEC Use Only

4. Source of Funds (See Instructions) WC, PF

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____

6. Citizenship or Place of Organization U.S.

Number of Shares Beneficially Owned by Each Reporting Person With	7. Sole Voting Power 0
	8. Shared Voting Power 2,778,630
	9. Sole Dispositive Power 0
	10. Shared Dispositive Power 2,778,630

11. Aggregate Amount Beneficially Owned by Each Reporting Person ______

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ______

13. Percent of Class Represented by Amount in Row (11) 24.4%

14. Type of Reporting Person (See Instructions)

1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

Lagunitas Partners

2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b) ______

3. SEC Use Only

4. Source of Funds (See Instructions) WC

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____

6. Citizenship or Place of Organization California

Number of Shares Beneficially Owned by Each Reporting Person With	7. Sole Voting Power 0
	8. Shared Voting Power 1,513,899
	9. Sole Dispositive Power 0
	10. Shared Dispositive Power 1,513,899

11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,513,899

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ______

13. Percent of Class Represented by Amount in Row (11) 13.7%

14. Type of Reporting Person (See Instructions)

1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

Gruber & McBaine International

2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b) ______

3. SEC Use Only

4. Source of Funds (See Instructions) WC

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____

6. Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With	7. Sole Voting Power 0
	8. Shared Voting Power 645,700
	9. Sole Dispositive Power 0
	10. Shared Dispositive Power 645,700

11. Aggregate Amount Beneficially Owned by Each Reporting Person 645,700

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ______

13. Percent of Class Represented by Amount in Row (11) 6.2%

14. Type of Reporting Person (See Instructions)

Item 1. Security and Issuer

This statement relates to shares of Common Stock (the "Stock") of Corgi International Limited (the "Issuer"). The principal executive office of the Issuer is located at Unit 10, 16/F, Wah Wai Centre, 38-40 Au Pui Wan Street, Fo Tan, New Territories, Hong Kong, S.A.R., China.

Item 2. Identity and Background

The persons filing this statement (the "Filers") and the persons enumerated in Instruction C of Schedule 13D and, where applicable, their respective places of organization, general partners, directors, executive officers and controlling persons, and the information regarding them, are as follows:

(a) Gruber & McBaine Capital Management, LLC, a California limited liability company ("LLC")
Gruber & McBaine International, a Cayman Islands exempted company ("GMI")
Jon D. Gruber ("Gruber")
J. Patterson McBaine ("McBaine")
Eric B. Swergold ("Swergold")
Lagunitas Partners, a California limited partnership ("Lagunitas")

The Filers disclaim beneficial ownership of the stock except to the extent of their respective pecuniary interests therein.

(b) The business address of the Filers other than GMI is 50 Osgood Place, Penthouse, San Francisco, CA 94133.

The business address of GMI is c/o Cayman National Trust Co., Ltd., P.O. Box 10340, Cayman National Building, 200 Elgin Avenue, Grand Cayman, KY1-1003, Cayman Islands.

(c) Present principal occupation or employment of the Filers and the name, principal business and address of any corporation or other organization in which such employment is conducted:

LLC is an investment adviser. Gruber and McBaine are the Managers of LLC and are members and portfolio managers of LLC. Swergold is a portfolio manager and member of LLC. LLC is the general partner of Lagunitas, an investment partnership, and the investment adviser to GMI, a Cayman Islands investment fund.

(d) During the last five years, none of the Filers has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Filers was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Gruber, McBaine and Swergold are citizens of the United States.

Item 3. Source and Amount of Funds or Other Consideration

The source and amount of funds used in purchasing the Stock were as follows:

Purchaser	Source of Funds	Amount
LLC	Funds under management	$3,596,822.73*
Lagunitas	Funds under management	$3,631,358.08
GMI	Funds under management	$1,633,646.08
Gruber	Personal funds	$929,203.11**
McBaine	Personal funds	$885,522.80***

* Does not include funds used to purchase Stock held by Lagunitas and GMI.

** Does not include funds used to purchase Stock with respect to which Gruber shares beneficial ownership.

*** Does not include funds used to purchase Stock with respect to which McBaine shares beneficial ownership.

Item 4. Purpose of Transaction

The Filers acquired the Stock for investment purposes, and such purchases were made in the Filers' ordinary course of business. In pursuing such investment purposes, the Filers may further purchase, hold, vote, trade, dispose or otherwise deal in the Stock at times, and in such manner, as they deem advisable to benefit from changes in market prices of such Stock, changes in the Issuer's operations, business strategy or prospects, or from sale or merger of the Issuer. To evaluate such alternatives, the Filers routinely will monitor the Issuer's operations, prospects, business development, management, competitive and strategic matters, capital structure, and prevailing market conditions, as well as alternative investment opportunities, liquidity requirements of the Filers and other investment considerations. Consistent with their investment research methods and evaluation criteria, the Filers may discuss such matters with management or directors of the Issuer, other shareholders, indu stry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other investors. Such factors and discussions may materially affect, and result in, the Filers' modifying their ownership of the Stock, exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements, proposing changes in the Issuer's operations, governance or capitalization, or in proposing one or more of the other actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Filers reserve the right to formulate other plans and/or make other proposals, and take such actions with respect to their investment in the Issuer, including any or all of the actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D, or acquire additional Stock or dispose of all the Stock beneficially owned by them, in public market or privately negotiated transactions. The Filers may at any time reconsider and change their plans or proposals relating to the foregoing.

Item 5. Interest in Securities of the Issuer

The beneficial ownership of the Stock by each Filer at the date hereof is reflected on that Filer's cover page.

The Filers have not effected any transactions in the Stock since August 4, 2006.

The Filers understand that the Other Shareholders (as defined below in Item 6) beneficially own an aggregate of 473,481 shares of Stock, or approximately 4.5% of the outstanding shares. A group including the GMCM Parties and the Other Shareholders would beneficially own an aggregate of 3,964,711 shares of Stock, or approximately 32.6% of the outstanding shares. The Filers understand that the Other Shareholders beneficially own the following shares of Stock:

George B. Volanakis 150,000

Daniel Widdicombe 0

Leo Paul Koulos 104,481

Carrick John Clough 0

David Davenport 194,000

Charles McGettigan 25,000

By information reported in public filings, to the knowledge of the Filers, no transactions in the Stock have been effected by the Other Shareholders since August 4, 2006.

Item 6. Contracts, Arrangement, Understandings or Relationships with Respect to Securities of the Issuer

LLC is an investment adviser with discretionary authority over client accounts. Lagunitas is an investment limited partnership for which LLC serves as the general partner pursuant to an agreement that provides LLC with the authority, among other things, to invests the funds of Lagunitas in the Stock, to vote the Stock, and to dispose of the Stock. Other clients of LLC, including GMI, are investment accounts subject to investment advisory agreements that provide LLC the authority to invest the assets of the accounts in the Stock, to vote the Stock and to dispose of the Stock. Pursuant to such agreements, LLC is entitled to fees and allocations based on assets under management and realized and unrealized gains.

On October 4, 2006, Lagunitas, GMI, Gruber and McBaine (collectively, the "GMCM Parties") entered into a Voting Agreement with the Issuer, Master Replicas Inc., and LightSaber Acquisition Corp. George B. Volanakis, Daniel Widdicombe, Leo Paul Koulos, Carrick John Clough, David Davenport and Charles McGettigan (collectively, the "Other Shareholders") were also parties to the Voting Agreement. Under the Voting Agreement, the GMCM Parties and the Other Shareholders agreed, among other things, to vote or cause to be voted their shares of the Issuer in favor of a proposed merger between the Issuer and Master Replicas Inc. By virtue of such voting provisions in the Voting Agreement, it may be alleged that a group within the meaning of Rule 13d-5(b)(1) under the 1934 Act has been formed that includes the GMCM Parties and the Other Shareholders.

Item 7. Material to Be Filed as Exhibits

Exhibit A Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G

Exhibit B Voting Agreement

SIGNATURES

After reasonable inquiry and to the best of my knowledge, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 8, 2006

GRUBER & McBAINE CAPITAL MANAGEMENT, LLC By: Jon D. Gruber, Manager GRUBER & McBAINE INTERNATIONAL By: Gruber & McBaine Capital Management, LLC, Attorney-in-fact By: Jon D. Gruber, Manager	LAGUNITAS PARTNERS By: Gruber & McBaine Capital Management, LLC, General Partner By: Jon D. Gruber, Manager
Jon D. Gruber
Eric D. Swergold
J. Patterson McBaine

EXHIBIT A

AGREEMENT REGARDING JOINT FILING

OF STATEMENT ON SCHEDULE 13D OR 13G

The undersigned agree to file jointly with the Securities and Exchange Commission (the "SEC") any and all statements on Schedule 13D or Schedule 13G (and any amendments or supplements thereto) required under section 13(d) of the Securities Exchange Act of 1934, as amended, in connection with purchases by the undersigned of the securities of Corgi International Limited. For that purpose, the undersigned hereby constitute and appoint Gruber & McBaine Capital Management, LLC, a California limited liability company, as their true and lawful agent and attorney-in-fact, with full power and authority for and on behalf of the undersigned to prepare or cause to be prepared, sign, file with the SEC and furnish to any other person all certificates, instruments, agreements and documents necessary to comply with section 13(d) and section 16(a) of the Securities Exchange Act of 1934, as amended, in connection with said purchases, and to do and perform every act necessary and proper to be done incident to the exercise of the foregoing power, as fully as the undersigned might or could do if personally present.

Dated: November 8, 2006

LAGUNITAS PARTNERS By: Gruber & McBaine Capital Management, LLC, General Partner By: Jon D. Gruber, Manager	GRUBER & McBAINE INTERNATIONAL By: Gruber & McBaine Capital Management, LLC, Attorney-in-Fact By: Jon D. Gruber, Manager
GRUBER & McBAINE CAPITAL MANAGEMENT, LLC By: Jon F. Gruber, Manager
Jon D. Gruber Eric D. Swergold J. Patterson McBaine

EXHIBIT B

VOTING AGREEMENT

2217\029\CREISER\1392582.1

EX-1 2 exhb.htm FORM OF VOTING AGREEMENT EXHB CORGI INTERNATIONAL LTD.

FORM OF VOTING AGREEMENT

This Voting Agreement dated as of October 4, 2006 (this "Agreement"), is by and among Corgi International Ltd., a corporation organized under the laws of Hong Kong ("Parent"), Master Replicas Inc., a Delaware corporation (the "Company"), LightSaber Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("MergerSub"), and the holder of Parent's American Depository Shares listed on the signature page to this Agreement (the "Shareholder"). Capitalized terms used in this Agreement, except as otherwise defined in this Agreement, shall have the meanings assigned to them in the Merger Agreement (defined below).

Recitals

A. As of the date of this Agreement, the Shareholder owns the number of shares of Parent Capital Stock, which correspond to an equal number of Parent Ordinary Shares on deposit with the Depositary, set forth opposite the Shareholder's name on Annex I to this Agreement (such Parent Capital Stock, together with any and all additional shares of Parent Capital Stock acquired by the Shareholder during the term of this Agreement, being referred to in this Agreement as the "Shares").

B. In connection with each meeting of the holders of Parent Ordinary Shares, the Depositary affords the Shareholder an opportunity to direct the Depositary to vote the Parent Ordinary Shares that correspond to Shareholder's Shares in the manner the Shareholder deems appropriate.

C. Concurrently with the execution of this Agreement, Parent, MergerSub and the Company are entering into an Agreement and Plan of Merger, dated as of the date of this Agreement (the "Merger Agreement"), that provides, upon the terms and subject to the conditions thereof, for a business combination transaction in which MergerSub will be merged with and into the Company (the "Merger").

D. As a condition to the willingness of the Company to enter into the Merger Agreement, the Company has requested that the Shareholder enter into this Agreement, and, in order to induce the Company to consummate the Merger Agreement and in consideration of the substantial expenses incurred and to be incurred by the Company in connection therewith, the Shareholder has agreed to enter into this Agreement.

Agreement

The parties to this Agreement hereby agree as follows:

Transfer and Voting of Shares

Transfer of Shares. The Shareholder shall not, directly or indirectly, (a) sell, convey, transfer, pledge or otherwise encumber or dispose of any or all of the Shares or any interest therein, except pursuant to the Merger Agreement, (b) deposit any Shares into a voting trust or enter into a voting agreement or arrangement with respect to any Shares or grant any proxy with respect thereto (other than as contemplated under this Agreement), or (c) enter into any contract, option or other arrangement or undertaking (other than the Merger Agreement) with respect to the direct or indirect acquisition or sale, assignment, transfer or other disposition of any Shares; provided, however, that the Shareholder shall be permitted to exercise any vested Parent Options held by the Shareholder in accordance with their terms (it being understood that the Shareholders shall not be permitted to effect the early exercise of any unvested Parent Options) and convert any Promissory Notes held by the Shareholder in accordance with their terms. For the avoidance of doubt, the Shareholder agrees that any Shares acquired upon exercise of any Parent Options shall be subject to this Agreement.

Instruction by Shareholder to Depositary to Vote in Favor of Merger. The Shareholder, solely in Shareholder's capacity as a holder of Parent Capital Stock, agrees to direct the Depositary to vote (or cause to be voted) all Shares at any annual or extraordinary meeting of the shareholders of Parent or any adjournment thereof (a) in favor of the adoption of the Merger Agreement, in favor of the Merger and in favor of all other transactions contemplated by the Merger Agreement, (b) against any merger, consolidation, sale of assets, recapitalization or other business combination involving Parent (other than the Merger) or any other action or agreement that could reasonably be expected to result in a material breach of any covenant, representation or warranty or any other obligation or agreement of Parent under the Merger Agreement or that could reasonably be expected to result in any of the conditions to Parent's obligations under the Merger Agreement not being fulfilled and (c) in favor of any other matter intended to facilitate the consummation of the transactions contemplated by the Merger Agreement.

Further Assurances. The Shareholder shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in Company the power to carry out the provisions of this Agreement.

Consent to Consideration and Release.

The Shareholder acknowledges that he, she or it is familiar with or has reviewed the Merger Agreement, understands the consideration that the stockholders and option holders of the Company are entitled to receive as stockholders and option holders of the Company in connection with the Merger pursuant to the Merger Agreement will dilute the Shareholder's interest in Parent, and the Shareholder consents to the payment of such consideration.

Effective as of the Effective Time, the Shareholder releases and forever discharges Parent and their respective predecessors, successors, assigns, officers, directors, stockholders, employees and agents, and each of them, from any and all claims, actions, causes of actions, suits, debts, liens, demands, contracts, liabilities, agreements, costs, expenses, or losses of any type, whether known or unknown, fixed or contingent, based on any fact or circumstance arising from such Shareholder's ownership of securities issued by Parent (including any claims relating to actual or alleged breaches of fiduciary or other duties by Parent's directors, officers and/or shareholders, but excluding any claims pursuant to the Merger Agreement, any agreement between such Shareholder and Parent with respect to Parent Options, any agreement between such Shareholder and Parent with respect to the Shareholder's employment by the Company, any Gain Recognition Agreement to which the Shareholder and Parent are parties and any Indemnification Agreement to which the Shareholder and Parent are parties), in each case whether based on contract, tort, statute, local ordinance, regulation or any comparable law in any jurisdiction. This Agreement will remain in effect as a full and complete release notwithstanding the discovery or existence of any additional claims or facts.

Termination. This Agreement shall terminate and cease to be effective upon the valid termination of the Merger Agreement pursuant to Article IX thereof.

Representation and Warranties;
Covenants of the Shareholder

The Shareholder under this Agreement represents and warrants and covenants to the Company as follows:

Organization; Authorization. The Shareholder has all requisite capacity and authority to execute and deliver this Agreement, to perform his, her or its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by or on behalf of the Shareholder and, assuming the due authorization, execution and delivery of this Agreement by the Company and MergerSub, each constitutes a legal, valid and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles.

No Conflict; Required Filings and Consents.

The execution and delivery of this Agreement by the Shareholder does not, and the performance of this Agreement by the Shareholder and the consummation of the transactions contemplated hereby will not, (i) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to the Shareholder or by which the Shareholder or any of the Shareholder's assets or properties is bound or affected or (ii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to another party any right of termination, amendment, acceleration or cancellation of, or result in the creation of any lien or encumbrance on any of the property or assets of the Shareholder, including, without limitation, the Shares, pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Shareholder is a party or by which th e Shareholder or any of the Shareholder's assets or properties is bound or affected. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which the Shareholder is a trustee or any party to a voting agreement whose consent is required for the execution and delivery of this Agreement or the consummation by the Shareholder of the transactions contemplated by this Agreement.

The execution and delivery of this Agreement by the Shareholder does not, and the performance of this Agreement by the Shareholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic or foreign, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, could not prevent, delay or impair the Shareholder's ability to consummate the transactions contemplated by this Agreement. Other than the Deposit Agreement, the Shareholder does not have any understanding in effect with respect to the voting or transfer of any Shares. The Shareholder is not required to make any filing with or notify any governmental or regulatory authority in connection with this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby.

Litigation. There is no private or governmental action, suit, proceeding, claim, arbitration or investigation pending before any agency, court or tribunal, foreign or domestic, or, to the knowledge of the Shareholder or any of the Shareholder's affiliates, threatened against the Shareholder or any of the Shareholder's affiliates or any of their respective properties or any of their respective officers or directors, in the case of a corporate entity (in their capacities as such) that, individually or in the aggregate, would reasonably be expected to prevent, delay or impair the Shareholder's ability to consummate the transactions contemplated by this Agreement. There is no judgment, decree or order against the Shareholder or any of the Shareholder's affiliates, or, to the knowledge of the Shareholder, any of their respective directors or officers, in the case of a corporate entity (in their capacities as such), or any of their respective partners (in the case of a partnership), that could reasonably be expected to prevent, enjoin, alter or delay any of the transactions contemplated by this Agreement, or that could reasonably be expected to have a material adverse affect on the Shareholder's ability to consummate the transactions contemplated by this Agreement.

Title to Shares. Annex I hereto correctly sets forth, as of the date of this Agreement, the number of Shares owned by the Shareholder, which correspond to an equal number of Parent Ordinary Shares on deposit with the Depositary. The Shares constitute the Shareholder's entire interest in the outstanding capital stock of Parent. Shareholder has good title to all of the Shares indicated as owned by the Shareholder in the capacity set forth on Annex I as of the date hereof, and all such Shares are so owned free and clear of any liens, security interests, charges or other encumbrances or restrictions of any kind.

Acknowledgment of Receipt and Review of the Merger Agreement. The Shareholder hereby acknowledges and agrees that the Shareholder has received a copy of the Merger Agreement and has reviewed and understands the terms thereof.

Public Announcements. The Shareholder shall not issue any press release or otherwise make any public statement with respect to this Agreement, the Merger Agreement, the Merger or any other transactions contemplated by the Merger Agreement without the prior written consent of the Company, except as may be required by law.

No Limitation on Discretion as Director. Nothing in this Agreement shall be deemed to apply to, or to limit in any manner, the discretion of any Shareholder with respect to any action to be taken (or omitted) by the Shareholder in the Shareholder's fiduciary capacity as a director of Parent, including, without limitation, in connection with any action taken in accordance with Article IX of the Merger Agreement; provided that the obligations, covenants and agreements of the Shareholder contained in this Agreement are separate and apart from the Shareholder's fiduciary duties as a director of Parent and no fiduciary obligations that a Shareholder may have as a director of Parent shall countermand the obligations, covenants and agreements of such Shareholder, in his capacity as a shareholder of Parent, contained in this Agreement.

Parent Stop Transfer Agreement. Parent acknowledges the restrictions on transfer of Shares contained in Section 1.1 of this Agreement. Parent agrees not to register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares, unless such transfer is made pursuant to and in compliance with this Agreement. Parent further agrees to instruct its transfer agent, if any, not to transfer any certificate or uncertificated interest representing any Shares until (a) the transfer agent has received the Company's consent to such a transfer or (b) this Agreement has been terminated pursuant to Section 1.4 of this Agreement.

Further Instruments and Actions. The Shareholder and Parent agree to execute such further instruments and to take such further action as may reasonably be necessary or desirable to carry out the intent of this Agreement. The Shareholder and Parent agree to cooperate affirmatively with the Company, to the extent reasonably requested by the Company, to enforce the rights and obligations of the parties under this Agreement.

General Provisions

Notices. Any notice, request, instruction or other document to be given under this Agreement by any party to the others shall be in writing and delivered personally or sent by express mail or equivalent over-night courier service, prepaid, or by facsimile:

if to Parent or MergerSub to:

Corgi International Ltd.

Unit 10, 16/F, Wah Wai Centre

38-40 Au Pui Wan Street, Fotan, New Territories

Hong Kong, S.A.R., China

Attention: Chief Financial Officer

Fax: 011-852-2256-6000

with a copy to:

Cooley Godward llp

101 California Street, 5^th Floor

San Francisco, CA 94111

Attention: Jodie M. Bourdet

Fax: +1 (415) 693-2222

if to Shareholder to:

●

with a copy to:

Cooley Godward llp

101 California Street, 5^th Floor

San Francisco, CA 94111

Attention: Jodie M. Bourdet

Fax: +1 (415) 693-2222

if to the Company to:

Master Replicas Inc.

201 North Civic Drive, #239

Walnut Creek, CA 94596

Fax: +1 (925) 930-9198

with a copy to:

Orrick, Herrington & Sutcliffe

The Orrick Building

405 Howard Street

San Francisco, CA 94105

Attention: Lawrence Kane

Fax: +1 (415) 773-5759

or to such other persons or addresses as may be designated in writing by the party to receive such notice as provided above.

Headings. The headings contained in this Agreement are included for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions of this Agreement. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the par ties to this Agreement and their respective successors and assigns.

Confidentiality. The parties agree that the terms and conditions of this Agreement shall remain confidential and shall not be disclosed to any third parties, except as may be required to enforce the parties' rights and obligations under this Agreement.

Entire Agreement. This Agreement and the Merger Agreement constitute the entire agreement, and supersede all other prior agreements, understandings, representations and warranties, both written and oral, among the parties with respect to the subject matter of this Agreement.

Amendments. Subject to the provisions of applicable Law, at any time prior to the Effective Time, the parties to this Agreement may modify or amend this Agreement, by a written agreement specifically referring to this Agreement executed and delivered by the Shareholder and duly authorized officers of the Company.

Assignment. This Agreement shall not be assignable by operation of Law or otherwise.

Fees and Expenses. Except as otherwise provided under this Agreement or in the Merger Agreement, all costs and expenses (including, without limitation, all fees and disbursements of counsel, accountants, investment bankers, experts and consultants to a party) incurred in connection with this Agreement and the transactions contemplated under this Agreement shall be paid by the party incurring such costs and expenses.

Specific Performance. The parties hereto acknowledge that, in view of the uniqueness of the subject matter of this Agreement, the parties to this Agreement would not have an adequate remedy at law for money damages if this Agreement were not performed in accordance with its terms, and therefore agree that the parties hereto shall be entitled to specific enforcement of the terms of this Agreement in addition to any other remedy to which the parties to this Agreement may be entitled at law or in equity.

Governing Law; Waiver of Jury Trial.

THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF.

EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 3.10.

Consent to Jurisdiction. Each of Parent, MergerSub and Shareholder hereby irrevocably submits to the exclusive jurisdiction of the Courts of the State of Delaware for the purpose of any action or proceeding arising out of or relating to this Agreement and irrevocably agrees that all claims in respect to such action or proceeding shall be heard and determined exclusively in such federal court. Each of the Company, Parent, MergerSub and Shareholder agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

No Third Party Beneficiaries. This Agreement is not intended to confer upon any Person other than the parties hereto any legal or equitable rights or remedies under this Agreement.

No Waiver. No failure or delay of any party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege. The rights and remedies in this Agreement provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Counterparts. This Agreement may be executed in any number of counterparts, all of which shall be considered one and the same agreement, and shall become effective when counterparts have been signed by each party to this Agreement and delivered to each other party. Copies of executed counterparts transmitted by telecopy, telefax or other electronic transmission service shall be considered original executed counterparts for purposes of this Section, provided that receipt of copies of such counterparts is confirmed.

Each of the Company, MergerSub, Parent and the Shareholder has executed or has caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first written above.

Master Replicas Inc.

By:

Name:

Title:

LightSaber Acquisition Corp.

By:

Name:

Title:

Corgi International Ltd.

By:

Name:

Title:

Shareholder

Signature of Shareholder

Printed Name of Shareholder

Name of Person Signing for the Shareholder (If signing in a representative capacity for a corporation, trust, partnership and other entity)

Title of Person Signing for the Shareholder (If signing in a representative capacity for a corporation, trust, partnership and other entity)

Annex I

Total number of shares owned as of the date of this Agreement:

American Depositary Shares

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