Grand Toys International Inc Watch

from F-4/A 36 pages R E C I T a L S a G R E E M E N T

from F-4/A 20 pages Ads Purchase Agreement by and Among Centralink Investments Limited Stephen Altro, 2870304 Canada Inc., 136011 Canada Inc., David Mars, 136012 Canada Inc., and 2884330 Canada Inc. Dated August [ ], 2004

from F-4/A 13 pages Employment Agreement

from F-4/A 13 pages Employment Agreement

from F-4/A 14 pages Employment Agreement

from F-4/A 3 pages [Letterhead of Grand Toys International] January 9, 2004

from F-4/A 3 pages [Letterhead of Grand Toys International] January 9, 2004

from F-4/A 11 pages Warrant to Purchase Common Stock of Grand Toys International, Inc

from F-4/A 11 pages Warrant to Purchase Common Stock of Grand Toys International, Inc

from F-4/A 9 pages Grand Toys International, Inc. Amended and Restated 1993 Stock Option Plan as at September 28, 2000

from F-4/A 7 pages Warrant to Purchase Common Stock of Grand Toys International, Inc

from F-4/A 16 pages Between: Storage Leaseholds Inc. a Body Politic and Corporate, Duly Incorporated, Having Its Principal Place of Business in the Province of Quebec at 300 Canal Bank Road, Ville St-Pierre, Herein Acting and Represented by Mr. Milan Bratin, Duly Authorized as He So Declares; (Hereinafter Referred to as the “Lessor”) Party of the First Part And: Grand Toys Ltd./Jouets Grand Ltee., a Corporation Duly Incorporated, Having Its Head Office at 1710-1750 South Service Road, Trans Canada Highway, Dorval, Quebec, Herein Acting and Represented by Stephen Altro Its President, Duly Authorized for the Purposes Hereof in Virtue of a Resolution of Its Board of Directors Enacted on the 2nd Day of the Month of October 1998, a Certified Copy of Which Is Attached Hereto; (Hereinafter Referred to as the “Lessee”) Party of the Second Part 1. Definitions in This Lease, the Following Expressions Shall Have the Meaning Ascribed to Them in This Section

from F-4/A 5 pages Amendment to Stipulation of Settlement

from F-4/A 14 pages Plaintiff, Index No. 600798/01

from F-4/A 6 pages Montcap Financial Corporation 3400 De Maisonneuve Blvd. West Suite 1245 Montreal, Quebec H3z 3b8 Factoring Agreement

from F-4/A 14 pages Employment Agreement

from F-4 20 pages ADR Purchase Agreement by and Among Centralink Investments Limited Stephen Altro, 2870304 Canada Inc., 136011 Canada Inc., David Mars, 136012 Canada Inc., and 2884330 Canada Inc. Dated [ , 2004]

from F-4 51 pages Grand Toys International Limited and the Bank of New York as Depositary and Owners and Beneficial Owners of American Depositary Receipts Deposit Agreement Dated as of , 2004

from F-4 9 pages Cornerstone Overseas Investments, Limited April 30, 2003

from F-4 8 pages Hong Kong Toy Centre Limited