As filed with the Securities and Exchange Commission on December 15, 1998
                 
                                          Registration No. 333-____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                         GRAND TOYS INTERNATIONAL, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                     Nevada
          ------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   87-0454155
                       ----------------------------------
                      (I.R.S. Employer Identification No.)

           1710 Route Transcanadienne, Dorval, Quebec, Canada H9P 1H7
           ----------------------------------------------------------
          (Address of Principal Executive Offices, including zip code)

                   Amended and Restated 1993 Stock Option Plan
              Other Options Granted to Officers, Directors and Others
              -------------------------------------------------------
                            (Full Title of the Plan)

------------------------------------------------------------------------

      Stephen Altro                                 Copy to:
        President                            Paul J. Pollock, Esq.
       Grand Toys                            Piper & Marbury L.L.P.
   International, Inc.                    1251 Avenue of the Americas
       1710 Route                              New York, NY 10020
     Transcanadienne                             (212) 835-6000
 Dorval, Quebec, Canada
         H9P 1H7
     (514) 685-2180
------------------------------------------------------------------------
(Name, Address, Including Zip Code, and Telephone Number, Including Area
Code, of Agent for Service)

                           -------------------------
      Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.

                              --------------------
      In  addition,  pursuant to Rule 416(c) under the  Securities  Act of 1933,
this  registration  statement covers an indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plan(s) described herein.


                                       
<PAGE>


                  CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------
 Title of Each Class Amount to    Proposed        Proposed        Amount of
 of Securities to be     be        Maximum      Maximum Aggregate Registration
     Registered     Registered Offering Price   Offering Price    Fee
                        (1)      per Share
------------------------------------------------------------------------------
 Common Stock, $.001 1,000,000      $4.38       $4,380,000.00 $1,292.10
      par value
------------------------------------------------------------------------
                    431,095        $7.65       $3,297,876.75 $972.87
------------------------------------------------------------------------
                     10,000        $5.31       $53,100.00     $15.66
------------------------------------------------------------------------
                    281,000        $5.50       $1,545,500.00 $455.92
------------------------------------------------------------------------
                     13,400        $14.35      $192,290.00    $56.73
------------------------------------------------------------------------
                     17,700        $7.50       $132,750.00    $39.16
------------------------------------------------------------------------
                      1,000        $25.00      $25,000.00      $7.38
------------------------------------------------------------------------
                      1,000        $26.10      $26,100.00      $7.70
------------------------------------------------------------------------
                      1,000        $32.65      $32,650.00      $9.63
------------------------------------------------------------------------
                      1,000        $31.25      $31,250.00      $9.22
------------------------------------------------------------------------
                      1,000        $21.90      $21,900.00      $6.46
------------------------------------------------------------------------
                        500        $13.15      $6,575.00       $1.94
------------------------------------------------------------------------
                        500        $12.20      $6,100.00       $1.80
------------------------------------------------------------------------
                        500        $11.55      $5,775.00       $1.70
------------------------------------------------------------------------
                        500        $5.95       $2,975.00       $0.88
------------------------------------------------------------------------
                        500        $9.69       $4,845.00       $1.43
------------------------------------------------------------------------
                      1,000        $6.70       $6,700.00       $1.98
------------------------------------------------------------------------
                      1,000        $3.90       $3,900.00       $1.15
------------------------------------------------------------------------
                     20,000        $4.75       $95,000.00     $28.03
------------------------------------------------------------------------
                      1,000        $6.40       $6,400.00       $1.89
------------------------------------------------------------------------
                      1,000        $5.63       $5,630.00       $1.66
------------------------------------------------------------------------
                      1,000        $5.46       $5,460.00       $1.61
------------------------------------------------------------------------
                      1,000        $6.00       $6,000.00       $1.77
------------------------------------------------------------------------
                      1,000        $7.31       $7,310.00       $2.16
------------------------------------------------------------------------
                      1,000        $6.13       $6,130.00       $1.81
------------------------------------------------------------------------
                      1,000        $2.88       $2,880.00       $0.85
------------------------------------------------------------------------
                    231,400     $5.38 (2)      $1,244,932.00 $367.25
========================================================================

              TOTAL 2,021,095                 $11,155,028.75 $3,290.73
-------------------------------------------------------------===========
     (1) This Registration  Statement also includes an indeterminable  number of
shares of Common Stock which may be issued under the antidilution  provisions of
the plans.

     (2) Estimated  solely for purposes of calculating the  registration  fee in
accordance  with Rule 457 under the  Securities  Act of 1933,  as  amended,  and
constitutes  the  average  of the bid and  asked  price of the  Common  Stock as
reported on the Nasdaq SmallCap Market on December 7, 1998.


                                       
<PAGE>




PROSPECTUS



                         GRAND TOYS INTERNATIONAL, INC.

                        1,746,595 Shares of Common Stock


      The Selling  Stockholders  have the right to determine  both the number of
shares  they will offer and the time or times  when they will offer the  shares.
They may sell the shares at the market  price at the time of the sale or at such
other prices as they may negotiate.

      Grand will not receive any of the  proceeds  from the  offering,  but will
receive  an  aggregate  of  $9,546,297  if all the  options  granted to date are
exercised.  The exercise price of options remaining to be granted under the Plan
shall be  determined  by the  closing  price of the  Common  Stock on the Nasdaq
SmallCap Market on the date of the grant.

      The Common Stock is quoted on the Nasdaq  SmallCap Market under the symbol
"GRIN." On December  7, 1998,  the  closing  sale price of the Common  Stock was
$5.00 per share.


  INVESTMENT IN THE COMMON STOCK INVOLVES A HIGH DEGREE OF RISK.
              SEE "RISK FACTORS" BEGINNING ON PAGE 4.

          NEITHER THE SECURITIES AND EXCHANGE COMMISSION
         NOR ANY STATE SECURITIES COMMISSION HAS APPROVED
         OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON
            THE ADEQUACY OR ACCURACY OF THE PROSPECTUS.
     ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


          The date of this Prospectus is December 15, 1998.


                                      
<PAGE>


      A  Registration  Statement  on Form  S-8,  together  with all  amendments,
exhibits and  documents  incorporated  therein by reference  (the  "Registration
Statement") has been filed with the Commission under the Securities Act of 1933,
as amended (the  "Securities  Act"),  with respect to the Shares offered by this
Prospectus. This Prospectus does not contain all of the information set forth in
the Registration Statement and the exhibits and schedules thereto, certain parts
of which  are  omitted  in  accordance  with the rules  and  regulations  of the
Commission.  Statements  made  in  this  Prospectus  as to the  contents  of any
contract,  agreement,  exhibit  or other  document  referred  to herein  are not
necessarily  complete,  and each  statement  is  qualified  in all  respects  by
reference to the copies of documents  filed or  incorporated  by reference as an
exhibit to the  Registration  Statement or otherwise  filed with the Commission.
See also "Incorporation of Certain Documents by Reference."

      The Company  intends to furnish to holders of Common Stock for each fiscal
year an annual report which contains consolidated  financial statements prepared
in accordance with United States generally  accepted  accounting  principles and
audited and reported on, with an opinion  expressed  by, an  independent  public
accounting firm, and such other reports as may be required by law.


                                       2
<PAGE>


          INCORPORATION   OF  CERTAIN   DOCUMENTS  BY  REFERENCE  

     The following  documents (or parts  thereof)  filed by the Company with the
SEC are incorporated by reference in this Prospectus:

      1.   The Annual  Report on Form  10-KSB  for the fiscal  year
           ended December 31, 1997;

      2.   The  Quarterly  Reports  on Form  10-Q  for  the  fiscal
           quarters  ended  March  31,  1998,  June,  30,  1998 and
           September 30, 1998;

      3.   Proxy  Statement,  dated  April 24,  1998 for the Annual
           Meeting of Stockholders held on May 28, 1998;

      4.   All other  reports  filed  pursuant to Section  13(a) or
           15(d) of the  Exchange  Act since the end of the  fiscal
           year  covered by the annual  report  referred  to in (1)
           above; and

      5.   The  description  of the  Common  Stock  contained  in the  
           Company's registration  statement filed under the Exchange Act 
           registering such Common Stock under Section 12 of the Exchange
           Act,  including  any amendment or report filed for the purpose 
           of updating such  description.

All documents  filed by the Company  pursuant to Sections 13(a),  13(c),  14, or
15(d) of the  Exchange  Act after the date of this  Prospectus  and prior to the
filing of a post-effective amendment indicating that all of the Shares have been
sold,  or   deregistering   all  of  the  Shares  that,  at  the  time  of  such
post-effective  amendment,  remain unsold, shall be deemed to be incorporated by
reference in this  Prospectus and to be a part hereof from the date of filing of
such documents.  Any statement contained herein or in any document  incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement  contained herein or in any other
subsequently  filed  document,  which also is or is deemed to be incorporated by
reference  herein,  modifies or  supersedes  such  statement.  Any  statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.

      The Company shall  furnish  without  charge to each person,  including any
beneficial  owner,  to whom a copy of this  Prospectus  is  delivered,  upon the
written or oral  request of such person,  a copy of any or all of the  documents
which  are  incorporated  by  reference  herein  (other  than  exhibits  to such
documents,  unless such exhibits are specifically incorporated by reference into
such  documents).  Written or telephone  requests for such  documents  should be
directed  to  Mr.  Ron   Goldenberg,   Chief  Financial   Officer,   Grand  Toys
International, Inc., 1710 Route Transcanadienne, Dorval, Quebec H9P 1H7, Canada.
The Company's telephone number is (514) 685-2180.

                                       3
<PAGE>


                                  RISK FACTORS

      Investing  in Grand's  Common  Stock is very risky.  You should  carefully
consider the following  factors and other  information in this Prospectus before
deciding to invest in the shares. If you are not in a financial position to bear
a complete loss of your  investment,  you should not purchase any of the shares.
Portions of this  Prospectus and information  incorporated  into this Prospectus
contain  certain   "forward   looking"   statements   which  involve  risks  and
uncertainties.  Grand's actual results may differ significantly from the results
discussed in the forward  looking  statements.  Although Grand believes that the
assumptions  underlying  the forward  looking  statements  contained  herein and
incorporated  herein by reference are reasonable,  any of the assumptions  could
prove inaccurate and cause such forward looking statements to be inaccurate.

      Possible  Conflicts of Interest.  Certain  relationships  among Grand, its
management  and  affiliates  create  various  potential and actual  conflicts of
interest. Although it is Grand's policy for all material affiliated transactions
and loans to be made or  entered  into on terms  that are no less  favorable  to
Grand than those that can be obtained  from  unaffiliated  third parties and for
such  transactions to be approved by a majority of the directors who do not have
an interest in the transaction, certain situations may arise in the future where
such persons would be required to determine  whether  actions that could benefit
or negatively  impact  Grand,  could  negatively  impact or benefit the personal
interests of that person.

      Dependence  on Existing  Management.  Grand's  success is dependent on the
expertise,  experience  and  continued  services  of  Stephen  Altro,  Chairman,
President and a director of Grand;  David Mars,  Vice Chairman and a director of
Grand;  and Ron Goldenberg,  Executive Vice President , Chief Financial  Officer
and a director. Most decisions concerning the conduct of Grand business are made
or  significantly  influenced by such persons.  The loss or  interruption of the
services of such persons  could have a material  adverse  effect on the Company.
The  Company  does not  maintain  "key  man"  insurance  on the life of any such
persons. The Company has entered into employment agreements, expiring on October
31, 2000,  with each of Messrs.  Altro,  Mars and Goldenberg,  which  employment
agreements include, among other things, provisions restricting such persons from
competing with Grand during the term of their employment and for a period of two
years  thereafter  if their  employment  with Grand is  terminated  for cause or
voluntarily  by such persons.  In the event of the loss of any such persons,  no
assurances  can be given that the Company will be able to obtain the services of
adequate replacement personnel.

      Control  by  Certain  Existing  Shareholders.   Messrs.  Altro,  Mars  and
Goldenberg,  directors and executive officers of Grand (together with members of
their  immediate  families),  beneficially  own  approximately  35.6% of Grand's
currently  issued and  outstanding  stock.  In addition,  the foregoing  persons
beneficially  own options to purchase an aggregate of 1,381,095  shares  offered
under this Prospectus,  which options,  if exercised in full,  together with the
shares  of  Common  Stock   currently   beneficially   owned,   would  represent

                                       4
<PAGE>

approximately 55.5% of Grand's issued and outstanding capital stock. Further, of
these, options to purchase 431,095 shares are intended to represent an aggregate
of 24.16% of the issued and  outstanding  capital stock on a fully diluted basis
and are,  therefore,  subject to increase or decrease  based upon changes in the
number of shares of Grand's  Common Stock from time to time  outstanding.  These
adjustment provisions would have the effect of protecting these shareholders, in
part, from dilution as a result of the subsequent issuances of stock by Grand.

      By virtue of the number of shares of Common  Stock and options to purchase
Common Stock owned by Messrs. Altro, Mars and Goldenberg, such persons will have
the ability to determine  the election of all of Grand's  directors  and control
most corporate  actions.  Messrs.  Mars, Altro and Goldenberg could,  therefore,
vote  against  certain  corporate   activities  that  could  benefit  the  other
shareholders  of Grand,  or in favor of certain  actions that could benefit them
but not be in the best  interests  of Grand's  other  shareholders,  such as any
merger or acquisition or other takeover  proposition  offers Grand could receive
in the future from third parties.

      Dilutive  Effect of Unissued  Shares;  Outstanding  Options and  Warrants.
There are currently  1,557,597 shares of Common Stock  outstanding,  and options
and  warrants  to  acquire  an  additional  1,924,695,  shares of Common  Stock,
including the shares offered under this Prospectus,  are also  outstanding.  The
voting  power of each holder of Common stock would be diluted by the issuance of
these additional shares of Common Stock.  Moreover,  the prevailing market price
for the Common Stock may be materially and adversely affected by the addition of
a  substantial  number of shares of Common Stock,  including the shares  offered
hereby,  into the market or by registration under the Securities Act of the sale
of the shares underlying such options and warrants. See "Dilution."

      Risks of  Acquisitions.  Grand may at times become involved in discussions
with potential acquisition candidates.  However, there can be no assurances that
Grand  will  identify  and/or   consummate  any   acquisitions,   or  that  such
acquisitions,  if  completed,  will be  successful.  In  addition,  should Grand
consummate an  acquisition,  such  acquisition  could have an adverse  effect on
Grand's liquidity and earnings.

      New Products. As a result of changing consumer preferences,  many products
in the toy industry are successfully  marketed for only one or two years. In the
event a new product does not receive sufficient market acceptance,  Grand may be
required to sell  inventory,  if any exists,  of such  products at a substantial
discount. Accordingly, Grand's success is dependent in large part on its ability
to secure the rights to distribute  new products and to secure new character and
well-known  brand name licenses for existing or new product lines.  There can be
no assurance, however, that any new products will be successful or meet with the
same success as Grand's existing products.

      Government Regulation. Grand is subject to the provisions of various laws,
certain  of which  have been  enacted by the  Federal  Government  of Canada and
others which have been enacted by the  government  of the Province of Quebec and
other Canadian provinces. The laws of Canada, to which Grand is subject, include
the Hazardous  Products Act which  empowers the  government to protect  children


                                       5
<PAGE>

from hazardous toys and other articles.  Under that legislation,  the government
has the authority to exclude from the market those  articles  which are found to
be hazardous.  Grand is also subject to the Consumer  Packaging and Labeling Act
enacted by the government of Canada,  which legislation  prohibits the importing
into  Canada of  prepackaged  items and  which  prohibits  the sale or import or
advertising in Canada of items which have misleading information on their label.

      Competition.  Competition  in the toy  industry  is  intense.  Many  other
companies  involved  in such  businesses  in Canada and the United  States  have
greater financial resources than the Company,  and larger sales forces,  greater
name recognition,  larger  facilities for product  development and products that
may be more competitively priced than the Grand's products.

      No Dividends. Grand has not paid any cash or other dividends on its Common
Stock  and  does  not  expect  to  declare  or pay  any  cash  dividends  in the
foreseeable future. In addition,  Grand's current credit agreement with its bank
restricts the payment of any dividends without the bank's prior consent.


      Risks  Associates  with the Year  2000.  The Year 2000  issue  arose  from
computer programs which were written using two digits rather than four to define
the applicable year. For example,  date-sensitive  software may recognize a date
using "00" as the Year 1900 rather than the Year 2000. Such misrecognition could
result in system failures or miscalculations  causing disruptions of operations,
including,  among others, a temporary  inability to process  transactions,  send
invoices or engage in similar normal business activities.

      We rely on our  systems in  operating  and  monitoring  all aspects of our
business.  We also rely on the external  systems of our suppliers and resellers.
We have identified all of our significant  internal software  applications which
contain source codes that may be unable to appropriately interpret the Year 2000
and have already begun to fix or replace those applications.  We have determined
that all of our systems are Year 2000 compliant.

      In addition,  we have  started to ask our major  suppliers  and  resellers
about their progress in identifying and addressing  problems related to the Year
2000.  Certain of these  companies  have informed us that they do not anticipate
problems in their business operations due to Year 2000 compliance issues. We are
currently  unable to determine  the extent to which Year 2000 issues will affect
our other  suppliers and resellers or the extent to which we would be vulnerable
to their failure to fix any of their Year 2000 problems.


                                 USE OF PROCEEDS

      Grand will not realize any proceeds  from the sale of the Shares which may
be sold pursuant to this  Prospectus but will derive  proceeds of  approximately
$9,546,297 if all of the options are exercised.  Such proceeds will be available

                                       6
<PAGE>

to Grand for working capital and general corporate purposes. No assurance can be
given,  however,  as to when or if any or all of the options will be  exercised.
See "Selling Stockholders" and "Plan of Distribution."


                             DILUTION

      We are  authorized to issue  50,000,000  shares of Common  Stock.  Of such
shares 1,577,597 shares are issued and outstanding,  300,000 shares are reserved
for issuance  upon the exercise of options  granted  under  Grand's  Amended and
Restated 1993 Stock Option Plan (the "Plan") and  1,856,095  shares are reserved
for issuance  upon the exercise of warrants and options  granted  outside of the
Plan.

In certain cases, the officers, directors and present stockholders of Grand have
acquired their shares at a cost  substantially  lower than that which  investors
will pay for the Common Stock offered  hereby.  As a result,  anyone  purchasing
shares in this offering  could incur dilution in the net tangible book value per
share. See "Risk Factors - Dilutive Effect of Unissued Shares."


                       SELLING STOCKHOLDERS

Identity of Selling  Stockholders;  Number of Shares Offered.

     The  following  table sets forth (i) the name of each Selling  Stockholder,
(ii) the nature of any position,  office, or other material  relationship  which
each such Selling  Stockholder has had with the Company or any of its affiliates
within the last three years, (iii) the number of shares of Common Stock owned by
each such Selling  Stockholder prior to the offering,  (iv) the number of shares
of Common Stock offered for each such Selling Stockholder's account, and (v) the
number of shares of Common Stock and the  percentage  owned by each such Selling
Stockholder after completion of the offering.

                                             Number   Number of   
                                of Shares    of       Shares
                                Owned        Shares   Owned     Percentage
Selling      Relationship to    Prior to     to be    After     Owned After     
Stockholder  Company            Offering     be Sold  Offering  Offering (1)
-----------  ----------------   --------     -------  --------  -----------

Stephen     Chairman and      1,232,853(2)   611,265  621,588    28.4%
Altro       Director                 

Lawrence    President,   Chief  170,000(7)   140,000  30,000      1.7%
Bernstein   Executive  Officer       
            and Director

David Mars  Vice  Chairman and 1,232,853(3)  611,265  621,588    28.4%
            Director                 

Ron         Executive     Vice   780,153(4)  158,565  621,588    35.8%
Goldenberg  President,   Chief       
            Financial  Officer
            and Director

Elliot L.   Director              55,500(5)   55,500        0         0
Bier                                 

James B.    Director              85,000(6)   30,000   55,000      3.4%
Rybakoff                             

Robert Finn                      170,000(7)  140,000   30,000      1.7%
                                     

                                       7
<PAGE>

     (1) Computed on the basis of 1,577,597 shares of Common Stock  outstanding,
and,  with  respect to those  persons  holding  warrants  or options to purchase
Common Stock exercisable  within sixty (60) days, the number of shares of Common
Stock that are issuable upon the exercise thereof.

     (2) Includes  currently  exercisable  options to purchase 611,265 shares of
Common Stock. Amgo Investments, Inc. ("Amgo"), a corporation controlled by David
Mars, Stephen Altro and Ron Goldenberg, owns 561,588 shares of Common Stock. Mr.
Altro's interest in Amgo is owned of record by 2870304 Canada, Inc., a privately
held  corporation  controlled by Mr. Altro, of which his wife and children,  the
only other  shareholders of such  corporation,  are minority  shareholders.  Mr.
Altro disclaims beneficial ownership of (a) 248,770 shares of Common Stock owned
by Amgo and beneficially owned by Mr. Mars and (b) 64,048 shares of Common Stock
owned by Amgo and beneficially owned by Mr. Goldenberg.

     (3) Includes  currently  exercisable  options to purchase 611,265 shares of
Common Stock.  Mr. Mars' interest in Amgo is owned of record by 2884330  Canada,
Inc., a privately held corporation controlled by Mr. Mars, of which his wife and
children,  the  only  other  shareholders  of  such  corporation,  are  minority
shareholders.  Mr. Mars disclaims  beneficial ownership of (a) 248,770 shares of
Common  Stock owned by Amgo and  beneficially  owned by Mr. Altro and (b) 64,048
shares of Common Stock owned by Amgo and beneficially owned by Mr. Goldenberg.

     (4) Includes  currently  exercisable  options to purchase 158,565 shares of
Common Stock.  Mr.  Goldenberg's  interest in Amgo is owned of record by 2884348
Canada,  Inc., a privately held  corporation  controlled by Mr.  Goldenberg,  of
which his wife, the only other  shareholder of such  corporation,  is a minority
shareholder. Mr. Goldenberg disclaims beneficial ownership of (a) 248,770 shares
of  Common  Stock  owned by Amgo and  beneficially  owned by Mr.  Altro  and (b)
248,770 shares of Common Stock owned by Amgo and beneficially owned by Mr. Mars.

     (5) Represents  currently  exercisable options to purchase 55,500 shares of
Common Stock.

     (6) Represents currently  exercisable (a) options to purchase 30,000 shares
of Common Stock and (b) warrants to purchase 55,000 shares of Common Stock owned
of record by Akin Bay Company  L.L.C.  of which Mr.  Rybakoff  is a  controlling
member.

     (7) Includes  currently  exercisable  options to purchase 140,000 shares of
Common Stock.

      Stephen  Altro has been the Chairman  and a director of the Company  since
July 20, 1993 and was also  President  of the Company  until He has held similar
positions with Grand Canada, the Company's Canadian  operating  subsidiary,  for
over 35 years.  Mr. Altro  co-founded  Grand Canada with David Mars more than 35
years ago.

      Lawrence  Bernstein  has been and director of the Company  since July 1998
and President and Chief  Executive  Officer of the Company since September 1998.
From  July  1994 to  July  1998,  Mr.  Bernstein  owned  and  operated  Rockport
Entertainment,  a private  company  that  provided  consulting  services  to toy
distributors. From June 1989 to August 1994, Mr. Bernstein was an Executive Vice
President of Hasbro, Inc. ("Hasbro") and President of Hasbro's toy division.

                                       8
<PAGE>

      David Mars has been the Vice  Chairman  since  1995 and a director  of the
Company since July 20, 1993. He has held similar positions with Grand Canada for
over 35 years.  Mr. Mars co-founded Grand Canada with Stephen Altro more than 35
years ago.

      Ron  Goldenberg has been Vice  President,  Chief  Financial  Officer and a
director of the Company since July 20, 1993. Prior to such time, he was the Vice
President of Finance and Chief Financial  Officer of Grand Canada for over seven
years. Mr. Goldenberg is a chartered public accountant in Canada.

      Elliot L. Bier has been a director of the Company  since July 20, 1993. He
has been a practicing attorney in Montreal for the last 20 years. He is a senior
partner in Adessky Poulin, the Company's Canadian legal counsel.

      James B. Rybakoff is the President of Akin Bay Company, an investment bank
and brokerage firm, which Mr. Rybakoff  co-founded in 1990. From 1992 to 1993 he
served as an  associate  for  Zilkha & Company,  an  international  mergers  and
acquisition investment banking and strategic planning firm.


                       PLAN OF DISTRIBUTION

      Grand will  receive no part of the  proceeds of any sales made  hereunder.
See "Use of Proceeds."  Grand will pay all expenses of registration  incurred in
connection  with this offering and in  connection  with the offering and sale of
the Shares, other than commissions,  discounts and fees of underwriters, dealers
or agents.  All selling and other expenses incurred by the Selling  Stockholders
will be borne by the Selling Stockholders.

      The  Selling  Stockholders  and any  broker-dealers  participating  in the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of  the  1933  Act,  and  any   commissions  or  discounts  given  to  any  such
broker-dealer may be regarded as underwriting commissions or discounts under the
1933 Act.

      The  Selling  Stockholders  may from time to time sell all or a portion of
the Shares on the Nasdaq  SmallCap  market or on any other  national  securities
exchange  on which the  Common  Stock may be listed  or  traded,  in  negotiated
transactions  or  otherwise,  at prices then  prevailing  or related to the then
current market price or at negotiated  prices. The Shares will not be sold in an
underwritten public offering. The Shares may be sold directly or through brokers
or  dealers.  The methods by which the Shares may be sold  include:  (a) a block
trade (which may involve  crosses) in which the broker or dealer so engaged will
attempt to sell the Shares as agent but may position and resell a portion of the
block as principal to facilitate the  transaction;  (b) purchases by a broker or
dealer as principal and resale by such broker or dealer for its account pursuant
to this  Prospectus;  (c) ordinary  brokerage  transactions  and transactions in

                                       9
<PAGE>

which the broker solicits purchasers; and (d) privately negotiated transactions.
In effecting  sales,  brokers and dealers  engaged by Selling  Stockholders  may
arrange  for other  brokers or dealers to  participate.  Brokers or dealers  may
receive  commissions  or discounts  from Selling  Stockholders  (or, if any such
broker-dealer  acts  as  agent  for the  purchaser  of such  shares,  from  such
purchaser)  in amounts to be  negotiated  which are not expected to exceed those
customary in the types of transactions  involved.  Broker-dealers may agree with
the  Selling  Stockholders  to  sell a  specified  number  of such  shares  at a
stipulated price per share,  and, to the extent such  broker-dealer is unable to
do so acting as agent for a Selling  Stockholder,  to purchase as principal  any
unsold shares at the price required to fulfill the  broker-dealer  commitment to
such Selling  Stockholder.  Broker-dealers  who acquire  shares as principal may
thereafter  resell  such  shares  from time to time in  transactions  (which may
involve  crosses  and  block   transactions  and  sales  to  and  through  other
broker-dealers,  including  transactions of the nature  described  above) in the
over-the-counter  market or otherwise at prices and on terms then  prevailing at
the time of sale, at prices then related to the then-current  market price or in
negotiated  transactions and, in connection with such resales,  may receive from
the purchasers of such shares commissions as described above.

      In  connection  with  the   distribution   of  the  Shares,   the  Selling
Stockholders  may  enter  into  hedging  transactions  with  broker-dealers.  In
connection with such  transactions,  broker-dealers may engage in short sales of
the Shares in the course of hedging the  positions  they assume with the Selling
Stockholders.  The  Selling  Stockholders  may also  sell the  Shares  short and
redeliver the Shares to close out the short positions.  The Selling Stockholders
may also enter into  option or other  transactions  with  broker-dealers,  which
require  the  delivery  to  the   broker-dealer  of  the  Shares.   The  Selling
Stockholders  may also loan or pledge  the  Shares  to a  broker-dealer  and the
broker-dealer  may sell the Shares so loaned or upon a default the broker-dealer
may effect  sales of the  pledged  shares.  In addition  to the  foregoing,  the
Selling  Stockholders  may enter into, from time to time, other types of hedging
transactions.

      The  Selling  Stockholders  and any  broker-dealers  participating  in the
distributions  of the  Shares  may be deemed  to be  "underwriters"  within  the
meaning of  Section  2(11) of the  Securities  Act and any profit on the sale of
Shares by the Selling Stockholders and any commissions or discounts given to any
such  broker-dealer  may be deemed to be  underwriting  commissions or discounts
under the Securities Act.

      The Shares may also be sold pursuant to Rule 144 under the  Securities Act
beginning one year after the Shares were issued,  provided such date is at least
90 days after the date of this Prospectus.

      Grand has filed the Registration Statement, of which this Prospectus forms
a part,  with respect to the sale of the Shares.  There can be no assurance that
the Selling Stockholders will sell any or all of the Shares offered hereunder.


                                       10
<PAGE>

                          INDEMNIFICATION

      The  rights of the  Company or its  stockholders  to sue any  director  or
officer of the Company for  misconduct in conducting  the affairs of the Company
as an officer or director is limited by Article XII of the Company's Articles of
Incorporation  and Nevada  statutory  law to cases for  damages  resulting  from
breaches of fiduciary duties involving acts or omissions  involving  intentional
misconduct,  fraud,  knowing  violations  of the law or the unlawful  payment of
dividends. Ordinary negligence is not a ground for such a suit. The statute does
not limit the liability of directors or officers for monetary  damages under the
federal  securities  laws.  The  Company  also has the  obligation,  pursuant to
Article IX of the Company's  Amended and Restated  Bylaws,  to indemnify any and
all of its  directors or officers or former  directors or officers or any person
who may  have  served  at its  request  as a  director  or  officer  of  another
corporation  in which the Company owns shares of capital stock or of which it is
a creditor against expenses actually and necessarily incurred by any such person
in connection  with the defense of any action,  suit or proceeding in which such
person is made a party,  by reason of being or having been a director or officer
of the Company,  or of such other corporation,  except in relation to matters as
to which any such person shall be adjudged in such action, suit or proceeding to
be liable for negligence or misconduct in the performance of duty.

      The Company  maintains a  directors'  and  officers'  liability  insurance
policy  covering  certain  liabilities  that may be  incurred by  directors  and
officers in connection with the performance of their duties.  The entire premium
for such  insurance is paid by the  Company.  Accordingly,  indemnification  may
occur  for   liabilities   arising  under  the   Securities   Act.   Insofar  as
indemnification  for  liabilities  arising  under  the  Securities  Act  may  be
permitted  for  directors,  officers  and  controlling  persons  of the  Company
pursuant to the foregoing provisions or otherwise,  the Company has been advised
that,  in  the  opinion  of  the  Securities  and  Exchange   Commission,   such
indemnification  is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.


                           LEGAL MATTERS

      The legality of the securities  offered by this Prospectus has been passed
upon for Grand by Piper & Marbury L.L.P., 1251 Avenue of the Americas, New York,
New York 10020.


                              EXPERTS

     The  consolidated  financial  statements and schedules of Grand for each of
the  years  in  the  three-year  period  ended  December  31,  1997,  have  been
incorporated  by  reference   herein  in  reliance  upon  the  report  of  KPMG,
independent certified public accountants, and upon the authority of said firm as
experts in accounting and auditing.


                                       11
<PAGE>



                              PART II

            INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 3.  Incorporation of Documents by Reference.

The following documents (or parts thereof) filed by the Company with the SEC are
incorporated by reference in this Prospectus:

      1.   The Annual  Report on Form  10-KSB  for the fiscal  year
           ended December 31, 1997;

      2.   The  Quarterly  Reports  on Form  10-Q  for  the  fiscal
           quarters  ended  March  31,  1998,  June,  30,  1998 and
           September 30, 1998;

      3.   Proxy  Statement,  dated  April 24,  1998 for the Annual
           Meeting of Stockholders held on May 28, 1998;

      4.   All other  reports  filed  pursuant to Section  13(a) or
           15(d) of the  Exchange  Act since the end of the  fiscal
           year  covered by the annual  report  referred  to in (1)
           above; and

      5.   The  description  of the  Common  Stock  contained  in the  Company's
           registration  statement filed under the Exchange Act registering such
           Common Stock under  Section 12 of the  Exchange  Act,  including  any
           amendment or report filed for the purpose of updating such
           description.

All documents  filed by the Company  pursuant to Sections 13(a),  13(c),  14, or
15(d) of the  Exchange  Act after the date of this  Prospectus  and prior to the
filing of a post-effective amendment indicating that all of the Shares have been
sold,  or   deregistering   all  of  the  Shares  that,  at  the  time  of  such
post-effective  amendment,  remain unsold, shall be deemed to be incorporated by
reference in this  Prospectus and to be a part hereof from the date of filing of
such documents.  Any statement contained herein or in any document  incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement  contained herein or in any other
subsequently  filed  document,  which also is or is deemed to be incorporated by
reference  herein,  modifies or  supersedes  such  statement.  Any  statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.

The  Company  shall  furnish  without  charge  to  each  person,  including  any
beneficial  owner,  to whom a copy of this  Prospectus  is  delivered,  upon the
written or oral  request of such person,  a copy of any or all of the  documents
which  are  incorporated  by  reference  herein  (other  than  exhibits  to such
documents,  unless such exhibits are specifically incorporated by reference into
such  documents).  Written or telephone  requests for such  documents  should be
directed  to  Mr.  Ron   Goldenberg,   Chief  Financial   Officer,   Grand  Toys
International, Inc., 1710 Route Transcanadienne, Dorval, Quebec H9P 1H7, Canada.
The Company's telephone number is (514) 685-2180.


                                       II-1
<PAGE>

Item 4.  Description of Securities.

      Not applicable.


Item 5.  Interests of Named Experts and Counsel.

      None


Item 6.  Indemnification of Directors and Officers

      The  rights of the  Company or its  stockholders  to sue any  director  or
officer of the Company for  misconduct in conducting  the affairs of the Company
as an officer or director is limited by Article XII of the Company's Articles of
Incorporation  and Nevada  statutory  law to cases for  damages  resulting  from
breaches of fiduciary duties involving acts or omissions  involving  intentional
misconduct,  fraud,  knowing  violations  of the law or the unlawful  payment of
dividends. Ordinary negligence is not a ground for such a suit. The statute does
not limit the liability of directors or officers for monetary  damages under the
federal  securities  laws.  The  Company  also has the  obligation,  pursuant to
Article IX of the Company's  Amended and Restated  Bylaws,  to indemnify any and
all of its  directors or officers or former  directors or officers or any person
who may  have  served  at its  request  as a  director  or  officer  of  another
corporation  in which the Company owns shares of capital stock or of which it is
a creditor against expenses actually and necessarily incurred by any such person
in connection  with the defense of any action,  suit or proceeding in which such
person is made a party,  by reason of being or having been a director or officer
of the Company,  or of such other corporation,  except in relation to matters as
to which any such person shall be adjudged in such action, suit or proceeding to
be liable for negligence or misconduct in the performance of duty.

      The Company  maintains a  directors'  and  officers'  liability  insurance
policy  covering  certain  liabilities  that may be  incurred by  directors  and
officers in connection with the performance of their duties.  The entire premium
for such  insurance is paid by the  Company.  Accordingly,  indemnification  may
occur  for   liabilities   arising  under  the   Securities   Act.   Insofar  as
indemnification  for  liabilities  arising  under  the  Securities  Act  may  be
permitted  for  directors,  officers  and  controlling  persons  of the  Company
pursuant to the foregoing provisions or otherwise,  the Company has been advised
that,  in  the  opinion  of  the  Securities  and  Exchange   Commission,   such
indemnification  is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

                                       II-2
<PAGE>

Item 7.  Exemption from Registration Claimed

      Not Applicable.

Item 8.  Exhibits

Exhibit No.     Description
-----------     ------------

4.1        Grand Toys  International,  Inc.  Amended  and  Restated
           1993 Stock Option Plan (the "Plan").  (1)

4.2        Form of  Stock  Option  Agreement  for  options  granted
           under the Plan.  (2)

4.3        Stock Option Agreement  between the Company and James B.
           Rybakoff, dated August 14, 1997.  (2)

4.4        Stock Option  Agreement  between the Company and Stephen
           Altro, dated August 14, 1997.  (2)

4.5        Stock  Option  Agreement  between  the Company and David
           Mars, dated August 14, 1997.  (2)

4.6        Stock  Option  Agreement  between  the  Company  and Ron
           Goldenberg, dated August 14, 1997.  (2)

4.7        Stock  Option  Agreement  between the Company and Elliot
           Bier, dated August 14, 1997.  (2)

4.8        Stock Option  Agreement  between the Company and Stephen
           Altro, dated May 28, 1996.  (2)

4.9        Stock  Option  Agreement  between  the Company and David
           Mars, dated May 28, 1996.  (2)

4.10       Stock  Option  Agreement  between  the  Company  and Ron
           Goldenberg, dated May 28, 1996.  (2)

4.11       Stock  Option  Agreement  between the Company and Elliot
           L. Bier, dated October 1, 1996.  (2)

4.12       Stock Option Agreement  between the Company and Lawrence
           Bernstein, dated July 30, 1998.  (2)

4.13       Stock  Option  Agreement  between the Company and Robert
           Finn, dated July 30, 1998.  (2)


                                      II-3
<PAGE>

5.1        Opinion of Piper & Marbury  L.L.P.,  as to the  legality
           of the securities being registered.  (2)

23.1       Consent of KPMG Peat Marwick.  (2)

23.2       Consent  of Piper &  Marbury,  L.L.P  (contained  in its
           Opinion filed as part of Exhibit 5.1)

24.1       Powers of Attorney  (included on the  signature  page of
           the registration statement).

------------------
(1)   Filed as Appendix A to the Company's  Definitive  Proxy  Statement for the
      Annual Meeting of Shareholders held on June 6, 1995.

(2)   Filed with this registration statement.


Item 9.  Undertakings.

(a)   The undersigned registrant hereby undertakes to:

      (1) file,  during any period in which  offers or sales are being  made,  a
post-effective amendment to this registration statement:

          (i) include any prospectus  required by section  10(a)(3) of 
Securities Act of 1933, as amended (the "Securities Act");

          (ii) reflect in the prospectus  any  facts or events arising after the
effective date of this registration statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in this registration  statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and  any  deviation  from  the  high  or low end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume  and price  represent  no more than 20  percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement; and

          (iii) include any additional or changed material  information on the 
plan of distribution.

                                       II-4
<PAGE>

      provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the  information  required to be included in a  post-effective  amendment  by
those  paragraphs is contained in periodic reports filed by the Company pursuant
to Section 13 or Section  15(d) of the  Exchange  Act that are  incorporated  by
reference in the Registration Statement.

      (2) That for the purpose of determining any liability under the Securities
Act, treat each such post-effective amendment as a new registration statement of
the  securities  offered,  and the offering of the securities at that time to be
the initial bona fide offering.

      (3) To file a post-effective  amendment to remove from registration any of
the securities that remain unsold at the end of the offering.

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
may be permitted to  directors,  officers and  controlling  persons of the small
business issuer pursuant to the foregoing  provisions,  or otherwise,  the small
business  issuer has been  advised  that in the opinion of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such liabilities (other than the payment by the small business issuer of
expenses  incurred or paid by a director,  officer or controlling  person of the
small  business  issuer  in the  successful  defense  of  any  action,  suit  or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered, the small business issuer will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.


                                       II-5
<PAGE>



                            SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of New York,  State of New  York,  on this 15th 
day of December, 1998.

                               GRAND TOYS INTERNATIONAL, INC.


                               By:   /s/ Lawrence Bernstein
                                  ------------------------------------
                                    Lawrence Bernstein
                                    President, Chief Executive Officer
                                    and Director


                         POWER OF ATTORNEY

      Each  person  whose  signature  appears  below  constitutes  and  appoints
Lawrence Bernstein and Ron Goldenberg, or either of them, each with the power of
substitution,  his or her  attorney-in-fact,  to sign any amendments  (including
post-effective  amendments) to this Registration Statement and to file the same,
with  exhibits  thereto and other  documents in connection  therewith,  with the
Securities  and Exchange  Commission,  hereby  ratifying and confirming all that
each of said attorney-in-fact,  or his or her substitute, may do or choose to be
done by virtue hereof.

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the dates indicated:

Signature                      Title                        Date
---------                      -----                        ----

/s/ Lawrence Bernstein         President, Chief Executive December 15, 1998
----------------------         Officer and Director
Lawrence Bernstein


/s/ Stephen Altro              Chairman and Director      December 15, 1998
----------------------
Stephen Altro


/s/ David Mars                 Vice Chairman and Director December 15, 1998
----------------------
David Mars


/s/ Ron Goldenberg             Executive Vice President,  December 15, 1998
----------------------         Chief Financial and Director
Ron Goldenberg


/s/ Elliot L. Bier             Director                   December 15, 1998
----------------------
Elliot L. Bier


/s/ James B. Rybakoff          Director                   December 15, 1998
----------------------
James B. Rybakoff


                                      II-6
<PAGE>


                           EXHIBIT INDEX

Exhibit No.     Description                                           Page
----------      -----------                                           ----

4.1        Grand Toys International, Inc. Amended and Restated 1993
           Stock Option Plan (the "Plan").  (1)

4.2        Form of  Stock  Option  Agreement  for  options  granted
           under the Plan.                                            22

4.3        Stock Option Agreement between the Company and James B.
           Rybakoff, dated August 14, 1997.                           25

4.4        Stock Option  Agreement  between the Company and Stephen
           Altro, dated August 14, 1997.                              29

4.5        Stock  Option  Agreement  between  the Company and David
           Mars, dated August 14, 1997.                               33

4.6        Stock  Option  Agreement  between  the  Company  and Ron
           Goldenberg,  dated August 14, 1997.                        37

4.7        Stock  Option  Agreement  between the Company and Elliot
           Bier, dated August 14, 1997.                               41

4.8        Stock Option  Agreement  between the Company and Stephen
           Altro, dated May 28, 1996.                                 45

4.9        Stock  Option  Agreement  between  the Company and David
           Mars, dated May 28, 1996.                                  50

4.10       Stock  Option  Agreement  between  the  Company  and Ron
           Goldenberg, dated May 28, 1996.                            55

4.11       Stock  Option  Agreement  between the Company and Elliot
           L. Bier, dated October 1, 1996.                            60

4.12       Stock Option Agreement between the Company and Lawrence
           Bernstein, dated July 30, 1998.                            65

4.13       Stock  Option  Agreement  between the Company and Robert
           Finn,  dated July 30, 1998.                                69

5.1        Opinion of Piper & Marbury  L.L.P.,  as to the  legality
           of the securities being registered.                        73


                                      II-7
<PAGE>

Exhibit No.     Description                                           Page
----------      -----------                                           ----

23.1       Consent of KPMG Peat Marwick.                              75

23.2       Consent  of Piper &  Marbury,  L.L.P  (contained  in its
           Opinion filed as part of Exhibit 5.1)

24.1       Powers of Attorney  (included on the  signature  page of
           the registration statement).

-------------
(1) Filed as Appendix A to the  Company's  Definitive  Proxy  Statement  for the
Annual Meeting of Shareholders held on June 6, 1995.


                                      II-8
<PAGE>



                                   Exhibit 4.2



                         GRAND TOYS INTERNATIONAL, INC.
                              AMENDED AND RESTATED
                           1993 STOCK OPTION AGREEMENT


Date:                                             _________________
Option Number:                                    _________________
Number of Shares Available Subject to Option:     _________________


     This  Agreement,  dated as of  ____________,  is made  between  Grand  Toys
International,  Inc., a Nevada public corporation,  having its principal offices
at 1710 Route  Transcanadienne,  Dorval,  Quebec,  Canada (the  "Company"),  and
_______________ (the "Optionee").

                              W I T N E S S E T H :

     1.  Grant  of  Option.  Pursuant  to  the  provisions  of  the  Grand  Toys
International, Inc. Amended and Restated 1993 Stock Option Plan, a copy of which
is annexed  hereto (the  "Plan"),  the Company  hereby  grants to the  Optionee,
subject to the terms and conditions  herein set forth, the right and option (the
"Option") to purchase from the Company, all or any part of an aggregate of _____
shares of Common Stock,  par value U.S.  $_________ per _________  share, of the
Company (the "Stock") at the purchase price of U.S. per share, such Option to be
exercisable as hereinafter provided.

     2. Terms and Conditions.  It is understood and agreed that this Option, and
the exercise of said Option, is subject to the terms and conditions set forth in
the Plan, and, in addition, any terms and conditions set forth herein.

     3.  Limitation on Exercise of Option.  This Option shall be  exercisable by
the Optionee to the extent of the following number of shares of Stock commencing
on the following dates:

                                Date After Which
          Number of Shares      Shares Can Be Purchased
          ----------------      -----------------------

          ______   Shares

     4.  Expiration  of  Option.  This  Option  shall not be  exercisable  after
5:00p.m. E.S.T. on _______________.

     5.  Non-Assignability  of Option. This Option shall not be given,  granted,
sold,  exchanged,  transferred,  pledged,  assigned or otherwise  encumbered  or
disposed of by the Optionee,  otherwise  than by Will or the laws of descent and
distribution, and, during the lifetime of the Optionee, shall not be exercisable
by any other person, but only by him.


<PAGE>


      6. Method of Exercise of Option.  The Optionee shall notify the Company by
written notice sent by registered or certified mail,  return receipt  requested,
addressed to its principal office, or by hand delivery to such office,  properly
receipted,  as to the number of shares of Stock the Optionee desires to purchase
under this Option,  which written  notice shall be accompanied by the Optionee's
cheque  payable to the order of the Company  for the full  option  price of such
shares of Stock. As soon as practicable after the receipt of such written notice
the Company shall, at its principal office, tender to the Optionee a certificate
or  certificates  issued in the Optionee's  name  evidencing the shares of Stock
purchased by the Optionee hereunder.

     7. Death or  Termination  of Employment or Services.  If the  employment or
services  of the  Optionee  by the Company or a  subsidiary  corporation  of the
Company  shall be  terminated  voluntarily  by the  Optionee or for cause by the
Company, this Option shall expire forthwith,  but if such employment or services
shall be terminated for any other reason (except death or disability), then this
Option may not be  exercised  at any time later than three (3) months after such
termination of the  Optionee's  employment and then only to purchase that number
of shares of Stock  subject to this Option  that the  Optionee  was  entitled to
purchase,  upon  exercise  of this  Option,  prior  to such  termination  of the
Optionee's  employment.  If the  Optionee  dies (i) while  employed by or in the
service of the  Company or a  subsidiary  corporation  of the  Company,  or (ii)
within  three (3) months  after  termination  of the  Optionee's  employment  or
services (except if such termination of employment  caused this Option to expire
forthwith, as in this Section 7 provided),  then this Option may be exercised by
the estate of the  Optionee,  or by a person who  acquired the right to exercise
this Option by bequest or inheritance or by reason of the death of the Optionee,
at any time within one (1) year after such death.  If the Optionee's  employment
or  services  with the  Company or such  subsidiary  are  terminated  because of
permanent  and total  disability  while  employed  by or in the  service  of the
Company or such subsidiary,  this Option may be exercised at any time within one
(1) year after  termination of the  Optionee's  employment or service due to the
disability.  Provided,  however,  that nothing in this Section 7 provided  shall
extend the term of this Option beyond  _________,  nor give any person the right
to purchase  shares of Stock  subject to this Option that could not be purchased
by the Optionee prior to the  termination of his employment  with the Company or
such subsidiary.

      8. Investment Representation.  The Optionee represents that at the time of
any exercise of this Option,  where the shares of Stock are not registered under
the  Securities  Act of 1933,  as  amended,  such  Stock  will be  acquired  for
investment and not for resale or with a view to the distribution thereof.

      9. Adjustments Upon Changes in Capitalization.  In the event of changes in
the  outstanding  Common  Stock or the  Company  by reason  of stock  dividends,
split-ups, recapitalizations,  mergers, consolidations,  combinations, exchanges
of shares, separations,  reorganizations,  or liquidations, the number of shares
of Stock issuable upon the exercise of this Option, the option price thereof and
any   limitation   on  exercise   set  forth  in  Section  3  hereof   shall  be
correspondingly  adjusted by the Company.  Any such  adjustment in the number of
shares of Stock shall apply proportionately to only the then unexercised portion
of this Option. If fractional shares would result from any such adjustment,  the
adjustment shall be revised to the next lower whole number of shares.

                                      -2-
<PAGE>

     10.  No Rights  as  Stockholder.  The  Optionee  shall  have no rights as a
Stockholder  in respect to the shares of Stock as to which this Option shall not
have been exercised and payment made as herein provided.

     11. Optionee Bound By Plan. The Optionee hereby  acknowledges  receipt of a
copy of the Plan and agrees to be bound by all the terms and provisions thereof,
including  the terms and  provisions  adopted after the granting of this Option,
but prior to complete exercise hereof.

     12. Binding Effect.  Except as herein otherwise  expressly  provided,  this
Agreement  shall be binding upon and inure to the benefit of the parties hereto,
their legal representatives, successors and assigns.

     13.  Conflict.  In the  event  of any  conflict  between  the Plan and this
Agreement, the terms of the Plan shall take precedence.

     14.  Governing  Law. This  Agreement  shall be governed by and construed in
accordance with the laws of the State of New York.

     15.  Notices.  Any  notice  hereunder  shall  be  delivered  by  hand or by
registered  or  certified  mail,  return  receipt  requested,  to a party at its
address  set forth  above  with a copy to Piper &  Marbury,  1251  Avenue of The
Americas,  New York,  New York,  10020,  subject to the right of either party to
designate at any time hereafter, in writing, some other address.

     16. Counterparts.  This Agreement may be exercised in counterparts, each of
which shall constitute one and the same instrument.

      IN  WITNESS  WHEREOF,  Grand Toys  International,  Inc.  has  caused  this
Agreement to be executed by an appropriate officer and the Optionee has executed
this Agreement, both as of the day and year first written.


                                     GRAND TOYS INTERNATIONAL, INC.


                                     BY:_______________________________


                                     OPTIONEE:__________________________


                                       -3-
<PAGE>


                                   Exhibit 4.3


                             STOCK OPTION AGREEMENT


           AGREEMENT  made as of this 14th day of  August,  1997 by and  between
GRAND TOYS  INTERNATIONAL,  INC., a corporation  organized under the laws of the
State of Nevada (the "Company"), and JAMES B. RYBAKOFF (the "Optionee").

                              W I T N E S S E T H:

           WHEREAS,  the Optionee has provided or will provide valuable services
to the Company and the Company desires to reward such services and encourage the
Optionee's  continued  dedication and to afford the Optionee the  opportunity to
acquire stock ownership in, or otherwise share in the  appreciation of the stock
of, the Company so that the Optionee may have a direct  proprietary  interest in
the Company's success.

           NOW,  THEREFORE,  in  consideration  of the covenants and  agreements
herein contained, the parties hereto hereby agree as follows:

     1. Grant of Option.  Upon the terms and subject to the conditions set forth
herein, the Company hereby grants to the Optionee,  during the period commencing
on the date of this  Agreement  and ending  ten (10) years from the date  hereof
(the "Termination  Date"),  the right and option (the "Option") to purchase from
the Company,  at a price of US $4.375 per share,  25,000 shares of the Company's
common stock (the "Common Stock").

     2.  Exercise  of  Option.  Subject  to the terms and  conditions  set forth
herein, the Optionee may exercise all or part of the Option any time on or after
the date of this Agreement and prior to the Termination Date.

     3. Method of  Exercising  Option.  The  Optionee may exercise the Option by
delivering to the Company (i) a written  notice  stating the number of shares of
Common  Stock that the  Optionee  has  elected to purchase at that time from the
Company  and (ii) full  payment  of the  purchase  price of the shares of Common
Stock then to be purchased.

     Payment  of the  purchase  price for the  shares of Common  Stock  upon any
exercise of the Option may be made by certified or bank cashier's  check payable
to the order of the Company or by delivery  of shares of Common  Stock  having a
fair market value equal to the purchase  price of the Common Stock issuable upon
exercise of the Option,  duly endorsed in blank or  accompanied  by  appropriate
stock  powers,  together  with such  amount as the  Company  shall,  in its sole
discretion,  deem  necessary to satisfy any tax  withholding  obligation  or tax
arising by reason of the transfer of such shares of Common Stock.

                                      
<PAGE>

     Only full shares of Common  Stock with an  aggregate  fair market value (as
determined by the Company) not  exceeding the purchase  price of the Option will
be accepted in payment,  and any portion of the Option  price which is in excess
of such aggregate fair market value must be paid in cash or by certified or bank
cashier's  check payable to the order of the Company,  it being  understood that
the  Company  shall  not be  required  to pay  cash  in  exchange  for  tendered
certificates.  If the  tendered  certificate(s)  evidence  more shares of Common
Stock than are accepted  for payment,  an  appropriate  replacement  certificate
shall be issued to the Optionee for the number of excess shares of Common Stock.

     4.  Issuance  of Common  Stock upon  Exercise  of Option.  As  promptly  as
practicable  after  receipt  of  such  written  notification  of the  Optionee's
election to exercise the Option and full  payment of such  purchase  price,  the
Company  shall issue or transfer to the  Optionee the number of shares of Common
Stock with respect to which the Option has been so exercised  and shall  deliver
to the  Optionee a  certificate  or  certificates  therefor,  registered  in the
Optionee's name.

     5.  Securities  Law  Acknowledgments.  The Optionee  acknowledges  that the
shares of Common Stock issued upon  exercise of the Option may not be registered
under  applicable  securities  laws,  that such shares of Common Stock purchased
upon the exercise of the Option must be held  indefinitely  unless  subsequently
registered under the applicable securities laws or unless an exemption therefrom
is available and at the election of the Company, such certificates may bear such
legends  regarding  the limited  transferability  of the shares of Common  Stock
under  applicable  securities  laws as counsel for the Company may require.  The
shares of Common  Stock  issued  pursuant to the terms of this  Agreement  shall
represent fully paid and nonassessable shares of Common Stock.

     6. Optionee.  Whenever the word "Optionee" is used in any provision of this
Agreement under  circumstances where the provision should logically be construed
to apply to the  executors,  administrators  or  person or  persons  to whom the
Option may be  transferred  by will or by the laws of descent and  distribution,
the word "Optionee" shall be deemed to include such person or persons.

     7. Transferability. The Option may be transferred by the Optionee only to a
member of the  Optionee's  immediate  family or pursuant to  applicable  laws of
descent and distribution.

     8.  Rights  as  Shareholder.  The  Optionee  shall  have  no  rights  as  a
shareholder  with  respect  to any share of Common  Stock  covered by the Option
until the  Optionee  shall  have  become  the  holder of record of such share of
Common Stock,  and no adjustment shall be made for dividends or distributions or
other  rights in respect of such share of Common Stock for which the record date
is prior to the date upon which the  Optionee  shall become the holder of record
thereof.

     9. Adjustment for  Recapitalization,  Merger,  Etc. The aggregate number of
shares of Common Stock which may be purchased pursuant to the Option, the number

                                      -2-
<PAGE>

of shares of Common Stock covered by the Option and the price per share shall be
appropriately adjusted for any increase or decrease in the number of outstanding
shares of Common  Stock  resulting  from a stock split or other  subdivision  or
consolidation  of shares of Common  Stock or for other  capital  adjustments  or
payments of stock dividends or  distributions or other increases or decreases in
the outstanding shares of Common Stock effected without receipt of consideration
by the Company.

     Subject to any required action by the shareholders, if the Company shall be
the surviving  corporation in any merger,  combination,  consolidation  or other
business transaction, the Option shall cover the securities to which a holder of
the number of shares of Common Stock covered by the  unexercised  portion of the
Option  would  have  been  entitled  pursuant  to the  terms  of the  merger  or
consolidation.

     Upon the  dissolution  or  liquidation  of the  Company,  the Option  shall
terminate; provided, however, that the surviving corporation may grant an option
or options to purchase its shares on such terms and  conditions,  both as to the
number of shares and otherwise,  which shall  substantially  preserve the rights
and benefits of the Option.

     The foregoing  adjustments  and the manner of  application of the foregoing
provisions  shall be  determined by the Board of Directors of the Company in its
sole  discretion.  Any such  adjustments  may provide for the elimination of any
fractional share which might otherwise become subject to the Option.

     10. Compliance with Law.  Notwithstanding any of the provisions hereof, the
Optionee hereby agrees that the Optionee will not exercise the Option,  and that
the Company  will not be  obligated  to issue or  transfer  any shares of Common
Stock to the  Optionee  hereunder,  if the  exercise  hereof or the  issuance or
transfer of such Common  Stock shall  constitute  a violation by the Optionee or
the  Company of any  provisions  of any law or  regulation  of any  governmental
authority.  Any determination in this regard by the Compensation Committee shall
be final,  binding and  conclusive.  The Company shall in no event be obliged to
register  any  securities  pursuant to the Act or to take any other  affirmative
action in order to cause the  exercise of the Option or the issuance or transfer
of Common Stock  pursuant  thereto to comply with any law or  regulation  of any
governmental authority.

     11. Notice. Every notice or other communication  relating to this Agreement
shall be in writing and shall be mailed to or delivered to the party for whom it
is intended at such address as may from time to time be  designated  in a notice
mailed or delivered to the other party as herein provided; provided that, unless
and until some other address be so designated,  all notices or communications by
the  Optionee to the Company  shall be mailed or delivered to the Company at its
executive offices at 1710 Route Transcanadienne,  Dorval, Quebec, Canada H9P 1H7
and all notices or communications by the Company to the Optionee may be given to
the Optionee  personally  or may be mailed to the Optionee at the address  shown
below the Optionee's signature to this Agreement.

                                      -3-
<PAGE>

     12. Entire Agreement.  This Agreement sets forth the complete understanding
of the Company and the Optionee  with respect to the subject  matter  hereof and
supersedes all prior understandings, whether oral or written.

     13.  Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the laws of the  State of  Nevada  (without  giving  effect  to
principles of conflicts of law).

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

                                    GRAND TOYS INTERNATIONAL, INC.


                                    By: /s/ Stephen Altro
                                        ___________________________
                                    Name: Stephen Altro
                                    Title:     President


                                    /s/ James B. Rybakoff
                                    ------------------------------
                                    Name: James B. Rybakoff
                                    Address:



                                      -4-
<PAGE>


                                   Exhibit 4.4


                             STOCK OPTION AGREEMENT


           AGREEMENT  made as of this 14th day of  August,  1997 by and  between
GRAND TOYS  INTERNATIONAL,  INC., a corporation  organized under the laws of the
State of Nevada (the "Company"), and STEPHEN ALTRO (the "Optionee").

                              W I T N E S S E T H:

     WHEREAS,  the  Optionee  has  provided  on-going  financial  support to the
Company; and

     WHEREAS,  the Company desires to compensate the Optionee for such financial
support to the Company.

     NOW,  THEREFORE,  in consideration  of the covenants and agreements  herein
contained, the parties hereto hereby agree as follows:

     1. Grant of Option.  Upon the terms and subject to the conditions set forth
herein, the Company hereby grants to the Optionee,  during the period commencing
on the date of this  Agreement  and ending  ten (10) years from the date  hereof
(the "Termination  Date"),  the right and option (the "Option") to purchase from
the Company, at a price of US $4.375 per share,  400,000 shares of the Company's
common stock (the "Common Stock").

     2.  Exercise  of  Option.  Subject  to the terms and  conditions  set forth
herein, the Optionee may exercise all or part of the Option any time on or after
the date of this Agreement and prior to the Termination Date.

     3. Method of  Exercising  Option.  The  Optionee may exercise the Option by
delivering to the Company (i) a written  notice  stating the number of shares of
Common  Stock that the  Optionee  has  elected to purchase at that time from the
Company  and (ii) full  payment  of the  purchase  price of the shares of Common
Stock then to be purchased.
          
     Payment  of the  purchase  price for the  shares of Common  Stock  upon any
exercise of the Option may be made by certified or bank cashier's  check payable
to the order of the Company or by delivery  of shares of Common  Stock  having a
fair market value equal to the purchase  price of the Common Stock issuable upon
exercise of the Option,  duly endorsed in blank or  accompanied  by  appropriate
stock  powers,  together  with such  amount as the  Company  shall,  in its sole
discretion,  deem  necessary to satisfy any tax  withholding  obligation  or tax
arising by reason of the transfer of such shares of Common Stock.

                                     
<PAGE>

           Only full shares of Common Stock with an aggregate  fair market value
(as  determined by the Company) not  exceeding the purchase  price of the Option
will be  accepted in  payment,  and any portion of the Option  price which is in
excess of such  aggregate fair market value must be paid in cash or by certified
or bank cashier's check payable to the order of the Company, it being understood
that the Company  shall not be required  to pay cash in  exchange  for  tendered
certificates.  If the  tendered  certificate(s)  evidence  more shares of Common
Stock than are accepted  for payment,  an  appropriate  replacement  certificate
shall be issued to the Optionee for the number of excess shares of Common Stock.

           4. Issuance of Common Stock upon  Exercise of Option.  As promptly as
practicable  after  receipt  of  such  written  notification  of the  Optionee's
election to exercise the Option and full  payment of such  purchase  price,  the
Company  shall issue or transfer to the  Optionee the number of shares of Common
Stock with respect to which the Option has been so exercised  and shall  deliver
to the  Optionee a  certificate  or  certificates  therefor,  registered  in the
Optionee's name.

           5. Securities Law Acknowledgments. The Optionee acknowledges that the
shares of Common Stock issued upon  exercise of the Option may not be registered
under  applicable  securities  laws,  that such shares of Common Stock purchased
upon the exercise of the Option must be held  indefinitely  unless  subsequently
registered under the applicable securities laws or unless an exemption therefrom
is available and at the election of the Company, such certificates may bear such
legends  regarding  the limited  transferability  of the shares of Common  Stock
under  applicable  securities  laws as counsel for the Company may require.  The
shares of Common  Stock  issued  pursuant to the terms of this  Agreement  shall
represent fully paid and nonassessable shares of Common Stock.

           6. Optionee. Whenever the word "Optionee" is used in any provision of
this  Agreement  under  circumstances  where the provision  should  logically be
construed to apply to the executors, administrators or person or persons to whom
the  Option  may  be  transferred  by  will  or  by  the  laws  of  descent  and
distribution,  the word  "Optionee"  shall be deemed to include  such  person or
persons.

     7. Transferability. The Option may be transferred by the Optionee only to a
member of the  Optionee's  immediate  family or pursuant to  applicable  laws of
descent and distribution.

           8.  Rights as  Shareholder.  The  Optionee  shall have no rights as a
shareholder  with  respect  to any share of Common  Stock  covered by the Option
until the  Optionee  shall  have  become  the  holder of record of such share of
Common Stock,  and no adjustment shall be made for dividends or distributions or
other  rights in respect of such share of Common Stock for which the record date
is prior to the date upon which the  Optionee  shall become the holder of record
thereof.

           9. Adjustment for Recapitalization, Merger, Etc. The aggregate number
of shares of Common  Stock which may be  purchased  pursuant to the Option,  the

                                      -2-
<PAGE>

number of shares of Common  Stock  covered by the Option and the price per share
shall be  appropriately  adjusted  for any increase or decrease in the number of
outstanding  shares  of  Common  Stock  resulting  from a stock  split  or other
subdivision  or  consolidation  of shares of Common  Stock or for other  capital
adjustments or payments of stock dividends or  distributions  or other increases
or decreases in the outstanding  shares of Common Stock effected without receipt
of consideration by the Company.

           Subject to any required  action by the  shareholders,  if the Company
shall be the surviving corporation in any merger, combination,  consolidation or
other  business  transaction,  the Option shall cover the  securities to which a
holder  of the  number of shares of  Common  Stock  covered  by the  unexercised
portion of the  Option  would have been  entitled  pursuant  to the terms of the
merger or consolidation.

           Upon the dissolution or liquidation of the Company,  the Option shall
terminate; provided, however, that the surviving corporation may grant an option
or options to purchase its shares on such terms and  conditions,  both as to the
number of shares and otherwise,  which shall  substantially  preserve the rights
and benefits of the Option.

           The  foregoing  adjustments  and the  manner  of  application  of the
foregoing  provisions  shall be  determined  by the  Board of  Directors  of the
Company  in its  sole  discretion.  Any such  adjustments  may  provide  for the
elimination of any fractional  share which might otherwise become subject to the
Option.

           10.  Compliance  with  Law.  Notwithstanding  any of  the  provisions
hereof,  the  Optionee  hereby  agrees that the  Optionee  will not exercise the
Option,  and that the Company  will not be  obligated  to issue or transfer  any
shares of Common Stock to the Optionee hereunder,  if the exercise hereof or the
issuance or transfer of such Common  Stock shall  constitute  a violation by the
Optionee  or the  Company  of any  provisions  of any law or  regulation  of any
governmental  authority.  Any  determination  in this regard by the Compensation
Committee shall be final, binding and conclusive.  The Company shall in no event
be obliged to register any  securities  pursuant to the Act or to take any other
affirmative  action in order to cause the exercise of the Option or the issuance
or  transfer  of  Common  Stock  pursuant  thereto  to  comply  with  any law or
regulation of any governmental authority.

           11.  Notice.  Every  notice or other  communication  relating to this
Agreement  shall be in writing and shall be mailed to or  delivered to the party
for whom it is intended at such  address as may from time to time be  designated
in a notice mailed or delivered to the other party as herein provided;  provided
that,  unless and until some other  address  be so  designated,  all  notices or
communications  by the  Optionee to the Company  shall be mailed or delivered to
the  Company at its  executive  offices at 1710 Route  Transcanadienne,  Dorval,
Quebec,  Canada H9P 1H7 and all notices or  communications by the Company to the
Optionee  may be  given  to the  Optionee  personally  or may be  mailed  to the
Optionee at the address shown below the Optionee's signature to this Agreement.

                                      -3-
<PAGE>

     12. Entire Agreement.  This Agreement sets forth the complete understanding
of the Company and the Optionee  with respect to the subject  matter  hereof and
supersedes all prior understandings, whether oral or written.

     13.  Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the laws of the  State of  Nevada  (without  giving  effect  to
principles of conflicts of law).

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

                                    GRAND TOYS INTERNATIONAL, INC.


                                    By: /s/ David Mars
                                        ___________________________
                                    Name: David Mars
                                    Title:     Vice Chairman


                                        /s/ Stephen Altro
                                    ------------------------------
                                    Name: Stephen Altro
                                    Address:


                                      -4-
<PAGE>


                                   Exhibit 4.5

                             STOCK OPTION AGREEMENT


           AGREEMENT  made as of this 14th day of  August,  1997 by and  between
GRAND TOYS  INTERNATIONAL,  INC., a corporation  organized under the laws of the
State of Nevada (the "Company"), and DAVID MARS (the "Optionee").

                              W I T N E S S E T H:

     WHEREAS,  the  Optionee  has  provided  on-going  financial  support to the
Company; and

     WHEREAS,  the Company desires to compensate the Optionee for such financial
support to the Company.

     NOW,  THEREFORE,  in consideration  of the covenants and agreements  herein
contained, the parties hereto hereby agree as follows:

     1. Grant of Option.  Upon the terms and subject to the conditions set forth
herein, the Company hereby grants to the Optionee,  during the period commencing
on the date of this  Agreement  and ending  ten (10) years from the date  hereof
(the "Termination  Date"),  the right and option (the "Option") to purchase from
the Company, at a price of US $4.375 per share,  400,000 shares of the Company's
common stock (the "Common Stock").

     2.  Exercise  of  Option.  Subject  to the terms and  conditions  set forth
herein, the Optionee may exercise all or part of the Option any time on or after
the date of this Agreement and prior to the Termination Date.

     3. Method of  Exercising  Option.  The  Optionee may exercise the Option by
delivering to the Company (i) a written  notice  stating the number of shares of
Common  Stock that the  Optionee  has  elected to purchase at that time from the
Company  and (ii) full  payment  of the  purchase  price of the shares of Common
Stock then to be purchased.

     Payment  of the  purchase  price for the  shares of Common  Stock  upon any
exercise of the Option may be made by certified or bank cashier's  check payable
to the order of the Company or by delivery  of shares of Common  Stock  having a
fair market value equal to the purchase  price of the Common Stock issuable upon
exercise of the Option,  duly endorsed in blank or  accompanied  by  appropriate
stock  powers,  together  with such  amount as the  Company  shall,  in its sole
discretion,  deem  necessary to satisfy any tax  withholding  obligation  or tax
arising by reason of the transfer of such shares of Common Stock.

     Only full shares of Common  Stock with an  aggregate  fair market value (as
determined by the Company) not  exceeding the purchase  price of the Option will
be accepted in payment,  and any portion of the Option  price which is in excess
of such aggregate fair market value must be paid in cash or by certified or bank
cashier's  check payable to the order of the Company,  it being  understood that
the  Company  shall  not be  required  to pay  cash  in  exchange  for  tendered
certificates.  If the  tendered  certificate(s)  evidence  more shares of Common
Stock than are accepted  for payment,  an  appropriate  replacement  certificate
shall be issued to the Optionee for the number of excess shares of Common Stock.



                                      
<PAGE>

     4.  Issuance  of Common  Stock upon  Exercise  of Option.  As  promptly  as
practicable  after  receipt  of  such  written  notification  of the  Optionee's
election to exercise the Option and full  payment of such  purchase  price,  the
Company  shall issue or transfer to the  Optionee the number of shares of Common
Stock with respect to which the Option has been so exercised  and shall  deliver
to the  Optionee a  certificate  or  certificates  therefor,  registered  in the
Optionee's name.

     5.  Securities  Law  Acknowledgments.  The Optionee  acknowledges  that the
shares of Common Stock issued upon  exercise of the Option may not be registered
under  applicable  securities  laws,  that such shares of Common Stock purchased
upon the exercise of the Option must be held  indefinitely  unless  subsequently
registered under the applicable securities laws or unless an exemption therefrom
is available and at the election of the Company, such certificates may bear such
legends  regarding  the limited  transferability  of the shares of Common  Stock
under  applicable  securities  laws as counsel for the Company may require.  The
shares of Common  Stock  issued  pursuant to the terms of this  Agreement  shall
represent fully paid and nonassessable shares of Common Stock.

     6. Optionee.  Whenever the word "Optionee" is used in any provision of this
Agreement under  circumstances where the provision should logically be construed
to apply to the  executors,  administrators  or  person or  persons  to whom the
Option may be  transferred  by will or by the laws of descent and  distribution,
the word "Optionee" shall be deemed to include such person or persons.

     7. Transferability. The Option may be transferred by the Optionee only to a
member of the  Optionee's  immediate  family or pursuant to  applicable  laws of
descent and distribution.

     8.  Rights  as  Shareholder.  The  Optionee  shall  have  no  rights  as  a
shareholder  with  respect  to any share of Common  Stock  covered by the Option
until the  Optionee  shall  have  become  the  holder of record of such share of
Common Stock,  and no adjustment shall be made for dividends or distributions or
other  rights in respect of such share of Common Stock for which the record date
is prior to the date upon which the  Optionee  shall become the holder of record
thereof.

     9. Adjustment for  Recapitalization,  Merger,  Etc. The aggregate number of
shares of Common Stock which may be purchased pursuant to the Option, the number
of shares of Common Stock covered by the Option and the price per share shall be
appropriately adjusted for any increase or decrease in the number of outstanding
shares of Common  Stock  resulting  from a stock split or other  subdivision  or


                                      -2-
<PAGE>

consolidation  of shares of Common  Stock or for other  capital  adjustments  or
payments of stock dividends or  distributions or other increases or decreases in
the outstanding shares of Common Stock effected without receipt of consideration
by the Company.

     Subject to any required action by the shareholders, if the Company shall be
the surviving  corporation in any merger,  combination,  consolidation  or other
business transaction, the Option shall cover the securities to which a holder of
the number of shares of Common Stock covered by the  unexercised  portion of the
Option  would  have  been  entitled  pursuant  to the  terms  of the  merger  or
consolidation.

     Upon the  dissolution  or  liquidation  of the  Company,  the Option  shall
terminate; provided, however, that the surviving corporation may grant an option
or options to purchase its shares on such terms and  conditions,  both as to the
number of shares and otherwise,  which shall  substantially  preserve the rights
and benefits of the Option.

     The foregoing  adjustments  and the manner of  application of the foregoing
provisions  shall be  determined by the Board of Directors of the Company in its
sole  discretion.  Any such  adjustments  may provide for the elimination of any
fractional share which might otherwise become subject to the Option.

     10. Compliance with Law.  Notwithstanding any of the provisions hereof, the
Optionee hereby agrees that the Optionee will not exercise the Option,  and that
the Company  will not be  obligated  to issue or  transfer  any shares of Common
Stock to the  Optionee  hereunder,  if the  exercise  hereof or the  issuance or
transfer of such Common  Stock shall  constitute  a violation by the Optionee or
the  Company of any  provisions  of any law or  regulation  of any  governmental
authority.  Any determination in this regard by the Compensation Committee shall
be final,  binding and  conclusive.  The Company shall in no event be obliged to
register  any  securities  pursuant to the Act or to take any other  affirmative
action in order to cause the  exercise of the Option or the issuance or transfer
of Common Stock  pursuant  thereto to comply with any law or  regulation  of any
governmental authority.

     11. Notice. Every notice or other communication  relating to this Agreement
shall be in writing and shall be mailed to or delivered to the party for whom it
is intended at such address as may from time to time be  designated  in a notice
mailed or delivered to the other party as herein provided; provided that, unless
and until some other address be so designated,  all notices or communications by
the  Optionee to the Company  shall be mailed or delivered to the Company at its
executive offices at 1710 Route Transcanadienne,  Dorval, Quebec, Canada H9P 1H7
and all notices or communications by the Company to the Optionee may be given to
the Optionee  personally  or may be mailed to the Optionee at the address  shown
below the Optionee's signature to this Agreement.

     12. Entire Agreement.  This Agreement sets forth the complete understanding
of the Company and the Optionee  with respect to the subject  matter  hereof and
supersedes all prior understandings, whether oral or written.



                                      -3-
<PAGE>

     13.  Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the laws of the  State of  Nevada  (without  giving  effect  to
principles of conflicts of law).

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

                                    GRAND TOYS INTERNATIONAL, INC.


                                    By: /s/ Stephen Altro
                                        ___________________________
                                    Name: Stephen Altro
                                    Title:     President

                                        
                                        /s/ David Mars
                                    ------------------------------
                                    Name: David Mars
                                    Address:


                                      -4-
<PAGE>


                                   Exhibit 4.6

                             STOCK OPTION AGREEMENT


           AGREEMENT  made as of this 14th day of  August,  1997 by and  between
GRAND TOYS  INTERNATIONAL,  INC., a corporation  organized under the laws of the
State of Nevada (the "Company"), and RON GOLDENBERG (the "Optionee").

                              W I T N E S S E T H:

     WHEREAS,  the  Optionee  has  provided  on-going  financial  support to the
Company; and

     WHEREAS,  the Company desires to compensate the Optionee for such financial
support to the Company.

     NOW,  THEREFORE,  in consideration  of the covenants and agreements  herein
contained, the parties hereto hereby agree as follows:

     1. Grant of Option.  Upon the terms and subject to the conditions set forth
herein, the Company hereby grants to the Optionee,  during the period commencing
on the date of this  Agreement  and ending  ten (10) years from the date  hereof
(the "Termination  Date"),  the right and option (the "Option") to purchase from
the Company, at a price of US $4.375 per share,  150,000 shares of the Company's
common stock (the "Common Stock").

     2.  Exercise  of  Option.  Subject  to the terms and  conditions  set forth
herein, the Optionee may exercise all or part of the Option any time on or after
the date of this Agreement and prior to the Termination Date.

     3. Method of  Exercising  Option.  The  Optionee may exercise the Option by
delivering to the Company (i) a written  notice  stating the number of shares of
Common  Stock that the  Optionee  has  elected to purchase at that time from the
Company  and (ii) full  payment  of the  purchase  price of the shares of Common
Stock then to be purchased.

     Payment  of the  purchase  price for the  shares of Common  Stock  upon any
exercise of the Option may be made by certified or bank cashier's  check payable
to the order of the Company or by delivery  of shares of Common  Stock  having a
fair market value equal to the purchase  price of the Common Stock issuable upon
exercise of the Option,  duly endorsed in blank or  accompanied  by  appropriate
stock  powers,  together  with such  amount as the  Company  shall,  in its sole
discretion,  deem  necessary to satisfy any tax  withholding  obligation  or tax
arising by reason of the transfer of such shares of Common Stock.

     Only full shares of Common  Stock with an  aggregate  fair market value (as
determined by the Company) not  exceeding the purchase  price of the Option will


                                      
<PAGE>

be accepted in payment,  and any portion of the Option  price which is in excess
of such aggregate fair market value must be paid in cash or by certified or bank
cashier's  check payable to the order of the Company,  it being  understood that
the  Company  shall  not be  required  to pay  cash  in  exchange  for  tendered
certificates.  If the  tendered  certificate(s)  evidence  more shares of Common
Stock than are accepted  for payment,  an  appropriate  replacement  certificate
shall be issued to the Optionee for the number of excess shares of Common Stock.

     4.  Issuance  of Common  Stock upon  Exercise  of Option.  As  promptly  as
practicable  after  receipt  of  such  written  notification  of the  Optionee's
election to exercise the Option and full  payment of such  purchase  price,  the
Company  shall issue or transfer to the  Optionee the number of shares of Common
Stock with respect to which the Option has been so exercised  and shall  deliver
to the  Optionee a  certificate  or  certificates  therefor,  registered  in the
Optionee's name.

     5.  Securities  Law  Acknowledgments.  The Optionee  acknowledges  that the
shares of Common Stock issued upon  exercise of the Option may not be registered
under  applicable  securities  laws,  that such shares of Common Stock purchased
upon the exercise of the Option must be held  indefinitely  unless  subsequently
registered under the applicable securities laws or unless an exemption therefrom
is available and at the election of the Company, such certificates may bear such
legends  regarding  the limited  transferability  of the shares of Common  Stock
under  applicable  securities  laws as counsel for the Company may require.  The
shares of Common  Stock  issued  pursuant to the terms of this  Agreement  shall
represent fully paid and nonassessable shares of Common Stock.

     6. Optionee.  Whenever the word "Optionee" is used in any provision of this
Agreement under  circumstances where the provision should logically be construed
to apply to the  executors,  administrators  or  person or  persons  to whom the
Option may be  transferred  by will or by the laws of descent and  distribution,
the word "Optionee" shall be deemed to include such person or persons.

     7. Transferability. The Option may be transferred by the Optionee only to a
member of the  Optionee's  immediate  family or pursuant to  applicable  laws of
descent and distribution.

     8.  Rights  as  Shareholder.  The  Optionee  shall  have  no  rights  as  a
shareholder  with  respect  to any share of Common  Stock  covered by the Option
until the  Optionee  shall  have  become  the  holder of record of such share of
Common Stock,  and no adjustment shall be made for dividends or distributions or
other  rights in respect of such share of Common Stock for which the record date
is prior to the date upon which the  Optionee  shall become the holder of record
thereof.

     9. Adjustment for  Recapitalization,  Merger,  Etc. The aggregate number of
shares of Common Stock which may be purchased pursuant to the Option, the number
of shares of Common Stock covered by the Option and the price per share shall be
appropriately adjusted for any increase or decrease in the number of outstanding


                                      -2-
<PAGE>

shares of Common  Stock  resulting  from a stock split or other  subdivision  or
consolidation  of shares of Common  Stock or for other  capital  adjustments  or
payments of stock dividends or  distributions or other increases or decreases in
the outstanding shares of Common Stock effected without receipt of consideration
by the Company.

     Subject to any required action by the shareholders, if the Company shall be
the surviving  corporation in any merger,  combination,  consolidation  or other
business transaction, the Option shall cover the securities to which a holder of
the number of shares of Common Stock covered by the  unexercised  portion of the
Option  would  have  been  entitled  pursuant  to the  terms  of the  merger  or
consolidation.

     Upon the  dissolution  or  liquidation  of the  Company,  the Option  shall
terminate; provided, however, that the surviving corporation may grant an option
or options to purchase its shares on such terms and  conditions,  both as to the
number of shares and otherwise,  which shall  substantially  preserve the rights
and benefits of the Option.

     The foregoing  adjustments  and the manner of  application of the foregoing
provisions  shall be  determined by the Board of Directors of the Company in its
sole  discretion.  Any such  adjustments  may provide for the elimination of any
fractional share which might otherwise become subject to the Option.

     10. Compliance with Law.  Notwithstanding any of the provisions hereof, the
Optionee hereby agrees that the Optionee will not exercise the Option,  and that
the Company  will not be  obligated  to issue or  transfer  any shares of Common
Stock to the  Optionee  hereunder,  if the  exercise  hereof or the  issuance or
transfer of such Common  Stock shall  constitute  a violation by the Optionee or
the  Company of any  provisions  of any law or  regulation  of any  governmental
authority.  Any determination in this regard by the Compensation Committee shall
be final,  binding and  conclusive.  The Company shall in no event be obliged to
register  any  securities  pursuant to the Act or to take any other  affirmative
action in order to cause the  exercise of the Option or the issuance or transfer
of Common Stock  pursuant  thereto to comply with any law or  regulation  of any
governmental authority.

     11. Notice. Every notice or other communication  relating to this Agreement
shall be in writing and shall be mailed to or delivered to the party for whom it
is intended at such address as may from time to time be  designated  in a notice
mailed or delivered to the other party as herein provided; provided that, unless
and until some other address be so designated,  all notices or communications by
the  Optionee to the Company  shall be mailed or delivered to the Company at its
executive offices at 1710 Route Transcanadienne,  Dorval, Quebec, Canada H9P 1H7
and all notices or communications by the Company to the Optionee may be given to
the Optionee  personally  or may be mailed to the Optionee at the address  shown
below the Optionee's signature to this Agreement.

     12. Entire Agreement.  This Agreement sets forth the complete understanding
of the Company and the Optionee  with respect to the subject  matter  hereof and
supersedes all prior understandings, whether oral or written.

                                      -3-
<PAGE>

     13.  Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the laws of the  State of  Nevada  (without  giving  effect  to
principles of conflicts of law).

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

                                    GRAND TOYS INTERNATIONAL, INC.


                                    By: /s/ Stephen Altro
                                        ___________________________
                                    Name: Stephen Altro
                                    Title:     President

                                        /s/ Ron Goldenberg
                                    ------------------------------
                                    Name: Ron Goldenberg
                                    Address:



                                      -4-
<PAGE>



                                   Exhibit 4.7


                             STOCK OPTION AGREEMENT


     AGREEMENT  made as of this 14th day of August,  1997 by and  between  GRAND
TOYS INTERNATIONAL, INC., a corporation organized under the laws of the State of
Nevada (the "Company"), and ELLIOT L. BIER (the "Optionee").

                              W I T N E S S E T H:

     WHEREAS, the Optionee has provided or will provide valuable services to the
Company  and the Company  desires to reward  such  services  and  encourage  the
Optionee's  continued  dedication and to afford the Optionee the  opportunity to
acquire stock ownership in, or otherwise share in the  appreciation of the stock
of, the Company so that the Optionee may have a direct  proprietary  interest in
the Company's success.

     NOW,  THEREFORE,  in consideration  of the covenants and agreements  herein
contained, the parties hereto hereby agree as follows:

     1. Grant of Option.  Upon the terms and subject to the conditions set forth
herein, the Company hereby grants to the Optionee,  during the period commencing
on the date of this  Agreement  and ending  ten (10) years from the date  hereof
(the "Termination  Date"),  the right and option (the "Option") to purchase from
the Company,  at a price of US $4.375 per share,  25,000 shares of the Company's
common stock (the "Common Stock").

     2.  Exercise  of  Option.  Subject  to the terms and  conditions  set forth
herein, the Optionee may exercise all or part of the Option any time on or after
the date of this Agreement and prior to the Termination Date.

     3. Method of  Exercising  Option.  The  Optionee may exercise the Option by
delivering to the Company (i) a written  notice  stating the number of shares of
Common  Stock that the  Optionee  has  elected to purchase at that time from the
Company  and (ii) full  payment  of the  purchase  price of the shares of Common
Stock then to be purchased.

     Payment  of the  purchase  price for the  shares of Common  Stock  upon any
exercise of the Option may be made by certified or bank cashier's  check payable
to the order of the Company or by delivery  of shares of Common  Stock  having a
fair market value equal to the purchase  price of the Common Stock issuable upon
exercise of the Option,  duly endorsed in blank or  accompanied  by  appropriate
stock  powers,  together  with such  amount as the  Company  shall,  in its sole
discretion,  deem  necessary to satisfy any tax  withholding  obligation  or tax
arising by reason of the transfer of such shares of Common Stock.

                                      
<PAGE>

     Only full shares of Common  Stock with an  aggregate  fair market value (as
determined by the Company) not  exceeding the purchase  price of the Option will
be accepted in payment,  and any portion of the Option  price which is in excess
of such aggregate fair market value must be paid in cash or by certified or bank
cashier's  check payable to the order of the Company,  it being  understood that
the  Company  shall  not be  required  to pay  cash  in  exchange  for  tendered
certificates.  If the  tendered  certificate(s)  evidence  more shares of Common
Stock than are accepted  for payment,  an  appropriate  replacement  certificate
shall be issued to the Optionee for the number of excess shares of Common Stock.

     4.  Issuance  of Common  Stock upon  Exercise  of Option.  As  promptly  as
practicable  after  receipt  of  such  written  notification  of the  Optionee's
election to exercise the Option and full  payment of such  purchase  price,  the
Company  shall issue or transfer to the  Optionee the number of shares of Common
Stock with respect to which the Option has been so exercised  and shall  deliver
to the  Optionee a  certificate  or  certificates  therefor,  registered  in the
Optionee's name.

     5.  Securities  Law  Acknowledgments.  The Optionee  acknowledges  that the
shares of Common Stock issued upon  exercise of the Option may not be registered
under  applicable  securities  laws,  that such shares of Common Stock purchased
upon the exercise of the Option must be held  indefinitely  unless  subsequently
registered under the applicable securities laws or unless an exemption therefrom
is available and at the election of the Company, such certificates may bear such
legends  regarding  the limited  transferability  of the shares of Common  Stock
under  applicable  securities  laws as counsel for the Company may require.  The
shares of Common  Stock  issued  pursuant to the terms of this  Agreement  shall
represent fully paid and nonassessable shares of Common Stock.

     6. Optionee.  Whenever the word "Optionee" is used in any provision of this
Agreement under  circumstances where the provision should logically be construed
to apply to the  executors,  administrators  or  person or  persons  to whom the
Option may be  transferred  by will or by the laws of descent and  distribution,
the word "Optionee" shall be deemed to include such person or persons.

     7. Transferability. The Option may be transferred by the Optionee only to a
member of the  Optionee's  immediate  family or pursuant to  applicable  laws of
descent and distribution.

     8.  Rights  as  Shareholder.  The  Optionee  shall  have  no  rights  as  a
shareholder  with  respect  to any share of Common  Stock  covered by the Option
until the  Optionee  shall  have  become  the  holder of record of such share of
Common Stock,  and no adjustment shall be made for dividends or distributions or
other  rights in respect of such share of Common Stock for which the record date
is prior to the date upon which the  Optionee  shall become the holder of record
thereof.

     9. Adjustment for  Recapitalization,  Merger,  Etc. The aggregate number of
shares of Common Stock which may be purchased pursuant to the Option, the number

                                      -2-
<PAGE>

of shares of Common Stock covered by the Option and the price per share shall be
appropriately adjusted for any increase or decrease in the number of outstanding
shares of Common  Stock  resulting  from a stock split or other  subdivision  or
consolidation  of shares of Common  Stock or for other  capital  adjustments  or
payments of stock dividends or  distributions or other increases or decreases in
the outstanding shares of Common Stock effected without receipt of consideration
by the Company.

     Subject to any required action by the shareholders, if the Company shall be
the surviving  corporation in any merger,  combination,  consolidation  or other
business transaction, the Option shall cover the securities to which a holder of
the number of shares of Common Stock covered by the  unexercised  portion of the
Option  would  have  been  entitled  pursuant  to the  terms  of the  merger  or
consolidation.

     Upon the  dissolution  or  liquidation  of the  Company,  the Option  shall
terminate; provided, however, that the surviving corporation may grant an option
or options to purchase its shares on such terms and  conditions,  both as to the
number of shares and otherwise,  which shall  substantially  preserve the rights
and benefits of the Option.

     The foregoing  adjustments  and the manner of  application of the foregoing
provisions  shall be  determined by the Board of Directors of the Company in its
sole  discretion.  Any such  adjustments  may provide for the elimination of any
fractional share which might otherwise become subject to the Option.

     10. Compliance with Law.  Notwithstanding any of the provisions hereof, the
Optionee hereby agrees that the Optionee will not exercise the Option,  and that
the Company  will not be  obligated  to issue or  transfer  any shares of Common
Stock to the  Optionee  hereunder,  if the  exercise  hereof or the  issuance or
transfer of such Common  Stock shall  constitute  a violation by the Optionee or
the  Company of any  provisions  of any law or  regulation  of any  governmental
authority.  Any determination in this regard by the Compensation Committee shall
be final,  binding and  conclusive.  The Company shall in no event be obliged to
register  any  securities  pursuant to the Act or to take any other  affirmative
action in order to cause the  exercise of the Option or the issuance or transfer
of Common Stock  pursuant  thereto to comply with any law or  regulation  of any
governmental authority.

     11. Notice. Every notice or other communication  relating to this Agreement
shall be in writing and shall be mailed to or delivered to the party for whom it
is intended at such address as may from time to time be  designated  in a notice
mailed or delivered to the other party as herein provided; provided that, unless
and until some other address be so designated,  all notices or communications by
the  Optionee to the Company  shall be mailed or delivered to the Company at its
executive offices at 1710 Route Transcanadienne,  Dorval, Quebec, Canada H9P 1H7
and all notices or communications by the Company to the Optionee may be given to
the Optionee  personally  or may be mailed to the Optionee at the address  shown
below the Optionee's signature to this Agreement.

                                      -3-
<PAGE>

     12. Entire Agreement.  This Agreement sets forth the complete understanding
of the Company and the Optionee  with respect to the subject  matter  hereof and
supersedes all prior understandings, whether oral or written.

     13.  Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the laws of the  State of  Nevada  (without  giving  effect  to
principles of conflicts of law).

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

                                    GRAND TOYS INTERNATIONAL, INC.


                                    By: Stephen Altro
                                         ___________________________
                                    Name: Stephen Altro
                                    Title:     President

                                        /s/ Elliot L. Bier
                                    ------------------------------
                                    Name: Elliot L. Bier
                                    Address:



                                      -4-
<PAGE>


                                   Exhibit 4.8

                             STOCK OPTION AGREEMENT


     AGREEMENT  made as of this 28th day of May,  1996 by and between GRAND TOYS
INTERNATIONAL,  INC.,  a  corporation  organized  under the laws of the State of
Nevada (the "Company"), and STEPHEN ALTRO (the "Optionee").

                              W I T N E S S E T H:

     WHEREAS,  the  Optionee  has  provided  on-going  financial  support to the
Company; and

     WHEREAS,  the Company desires to compensate the Optionee for such financial
support to the Company.

     NOW,  THEREFORE,  in consideration  of the covenants and agreements  herein
contained, the parties hereto hereby agree as follows:

     1. Grant of Option.  Upon the terms and subject to the conditions set forth
herein, the Company hereby grants to the Optionee,  during the period commencing
on the date of this  Agreement  and ending  ten (10) years from the date  hereof
(the "Termination  Date"),  the right and option (the "Option") to purchase from
the  Company,  at a price of US $1.53 per  share,  such  number of shares of the
Company's common stock (the "Common Stock") as shall, on the date of exercise of
the Option and after  giving  effect to the  exercise of the  Option,  represent
11.81% of the Company's then  outstanding  Common Stock  exclusive of Additional
Affiliate Stock.

     For purposes of this  Agreement,  "Additional  Affiliate  Stock" shall mean
shares of Common  Stock  issued (or deemed to have been  issued) by the  Company
after  the date  hereof,  to (i) the  Optionee,  any  member  of the  Optionee's
immediate  family  or  any  Affiliate  of the  Optionee  or  any  member  of the
Optionee's  immediate family,  (ii) Amgo Investments,  Inc. or (iii) David Mars,
Ron Goldenberg or Ron Oboler,  any member of such person's  immediate  family or
any  Affiliate of the such person or any member of the such  person's  immediate
family.  For purposes of this Agreement,  "Affiliate" shall have the meaning set
forth in Rule 405 promulgated under the Securities Act of 1933, as amended.

     By way of example, if the Option were exercised in full on the date hereof,
the number of shares of Common Stock  issuable upon exercise of the Option would
be 1,031,983  (such shares would represent  11.81% of the 8,736,438  outstanding
shares (7,704,500+1,031,983) after giving effect to the exercise of the Option).
If, at the time of  exercise of the  Option,  the  Company has issued  1,000,000
additional  shares of Common  Stock and 150,000 of such  shares of Common  Stock
were issued to one or more of the persons identified in the foregoing paragraph,
the number of shares of Common Stock  issuable upon exercise of the Option would
be 1,145,579  (such  shares would  represent  11.81% of the  outstanding  shares

                                      
<PAGE>

(9,700,079)  after giving  effect to the exercise of the Option  without  giving
effect   to   the    150,000    shares    of    Additional    Affiliate    Stock
(7,704,500+1,000,000-150,000+1,145,579)).

     2.  Exercise  of  Option.  Subject  to the terms and  conditions  set forth
herein, the Optionee may exercise all or part of the Option any time on or after
the date of this Agreement and prior to the Termination Date.

     3. Method of  Exercising  Option.  The  Optionee may exercise the Option by
delivering to the Company (i) a written  notice  stating the number of shares of
Common  Stock that the  Optionee  has  elected to purchase at that time from the
Company  and (ii) full  payment  of the  purchase  price of the shares of Common
Stock then to be purchased.

     Payment  of the  purchase  price for the  shares of Common  Stock  upon any
exercise of the Option may be made by certified or bank cashier's  check payable
to the order of the Company or by delivery  of shares of Common  Stock  having a
fair market value equal to the purchase  price of the Common Stock issuable upon
exercise of the Option,  duly endorsed in blank or  accompanied  by  appropriate
stock  powers,  together  with such  amount as the  Company  shall,  in its sole
discretion,  deem  necessary to satisfy any tax  withholding  obligation  or tax
arising by reason of the transfer of such shares of Common Stock.

     Only full shares of Common  Stock with an  aggregate  fair market value (as
determined by the Company) not  exceeding the purchase  price of the Option will
be accepted in payment,  and any portion of the Option  price which is in excess
of such aggregate fair market value must be paid in cash or by certified or bank
cashier's  check payable to the order of the Company,  it being  understood that
the  Company  shall  not be  required  to pay  cash  in  exchange  for  tendered
certificates.  If the  tendered  certificate(s)  evidence  more shares of Common
Stock than are accepted  for payment,  an  appropriate  replacement  certificate
shall be issued to the Optionee for the number of excess shares of Common Stock.

     4.  Issuance  of Common  Stock upon  Exercise  of Option.  As  promptly  as
practicable  after  receipt  of  such  written  notification  of the  Optionee's
election to exercise the Option and full  payment of such  purchase  price,  the
Company  shall issue or transfer to the  Optionee the number of shares of Common
Stock with respect to which the Option has been so exercised  and shall  deliver
to the  Optionee a  certificate  or  certificates  therefor,  registered  in the
Optionee's name.

     5.  Securities  Law  Acknowledgments.  The Optionee  acknowledges  that the
shares of Common Stock issued upon  exercise of the Option may not be registered
under  applicable  securities  laws,  that such shares of Common Stock purchased
upon the exercise of the Option must be held  indefinitely  unless  subsequently
registered under the applicable securities laws or unless an exemption therefrom
is available and at the election of the Company, such certificates may bear such
legends  regarding  the limited  transferability  of the shares of Common  Stock
under  applicable  securities  laws as counsel for the Company may require.  The

                                      -2-
<PAGE>

shares of Common  Stock  issued  pursuant to the terms of this  Agreement  shall
represent fully paid and nonassessable shares of Common Stock.

     6. Optionee.  Whenever the word "Optionee" is used in any provision of this
Agreement under  circumstances where the provision should logically be construed
to apply to the  executors,  administrators  or  person or  persons  to whom the
Option may be  transferred  by will or by the laws of descent and  distribution,
the word "Optionee" shall be deemed to include such person or persons.

     7. Transferability. The Option may be transferred by the Optionee only to a
member of the  Optionee's  immediate  family or pursuant to  applicable  laws of
descent and distribution.

     8.  Rights  as  Shareholder.  The  Optionee  shall  have  no  rights  as  a
shareholder  with  respect  to any share of Common  Stock  covered by the Option
until the  Optionee  shall  have  become  the  holder of record of such share of
Common Stock,  and no adjustment shall be made for dividends or distributions or
other  rights in respect of such share of Common Stock for which the record date
is prior to the date upon which the  Optionee  shall become the holder or record
thereof.

     9. Adjustment for  Recapitalization,  Merger,  Etc. The aggregate number of
shares of Common Stock which may be purchased pursuant to the Option, the number
of shares of Common Stock covered by the Option and the price per share shall be
appropriately adjusted for any increase or decrease in the number of outstanding
shares of Common  Stock  resulting  from a stock split or other  subdivision  or
consolidation  of shares of Common  Stock or for other  capital  adjustments  or
payments of stock dividends or  distributions or other increases or decreases in
the outstanding shares of Common Stock effected without receipt of consideration
by the Company.

     Subject to any required action by the shareholders, if the Company shall be
the surviving  corporation in any merger,  combination,  consolidation  or other
business transaction, the Option shall cover the securities to which a holder of
the number of shares of Common Stock covered by the  unexercised  portion of the
Option  would  have  been  entitled  pursuant  to the  terms  of the  merger  or
consolidation.

     Upon the  dissolution or  liquidation of the Company,  the Option and shall
terminate; provided, however, that the surviving corporation may grant an option
or options to purchase its shares on such terms and  conditions,  both as to the
number of shares and otherwise,  which shall  substantially  preserve the rights
and benefits of the Option.

     The foregoing  adjustments  and the manner of  application of the foregoing
provisions  shall be  determined by the Board of Directors of the Company in its
sole  discretion.  Any such  adjustments  may provide for the elimination of any
fractional share which might otherwise become subject to the Option.

                                      -3-
<PAGE>

     10. Compliance with Law.  Notwithstanding any of the provisions hereof, the
Optionee hereby agrees that the Optionee will not exercise the Option,  and that
the Company  will not be  obligated  to issue or  transfer  any shares of Common
Stock to the  Optionee  hereunder,  if the  exercise  hereof or the  issuance or
transfer of such Common  Stock shall  constitute  a violation by the Optionee or
the  Company of any  provisions  of any law or  regulation  of any  governmental
authority.  Any determination in this regard by the Compensation Committee shall
be final,  binding and  conclusive.  The Company shall in no event be obliged to
register  any  securities  pursuant to the Act or to take any other  affirmative
action in order to cause the  exercise of the Option or the issuance or transfer
of Common Stock  pursuant  thereto to comply with any law or  regulation  of any
governmental authority.

     11. Notice. Every notice or other communication  relating to this Agreement
shall be in writing and shall be mailed to or delivered to the party for whom it
is intended at such address as may from time to time be  designated  in a notice
mailed or delivered to the other party as herein provided; provided that, unless
and until some other address be so designated,  all notices or communications by
the  Optionee to the Company  shall be mailed or delivered to the Company at its
executive offices at 1710 Route Transcanadienne,  Dorval, Quebec, Canada H9P 1H7
and all notices or communications by the Company to the Optionee may be given to
the Optionee  personally  or may be mailed to the Optionee at the address  shown
below the Optionee's signature to this Agreement.

     12. Entire Agreement.  This Agreement sets forth the complete understanding
of the Company and the Optionee  with respect to the subject  matter  hereof and
supersedes all prior understandings, whether oral or written.

     13.  Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the laws of the  State of  Nevada  (without  giving  effect  to
principles of conflicts of law).

                                      -4-
<PAGE>



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

                                    GRAND TOYS INTERNATIONAL, INC.


                                    By: /s/ David Mars
                                        ___________________________
                                          David Mars
                                          Vice Chairman

                                        /s/ Stephen Altro
                                    ------------------------------
                                          Stephen Altro


                                      -5-
<PAGE>


                                   Exhibit 4.9

                             STOCK OPTION AGREEMENT


     AGREEMENT  made as of this 28th day of May,  1996 by and between GRAND TOYS
INTERNATIONAL,  INC.,  a  corporation  organized  under the laws of the State of
Nevada (the "Company"), and DAVID MARS (the "Optionee").

                              W I T N E S S E T H:

     WHEREAS,  the  Optionee  has  provided  on-going  financial  support to the
Company; and

     WHEREAS,  the Company desires to compensate the Optionee for such financial
support to the Company.

     NOW,  THEREFORE,  in consideration  of the covenants and agreements  herein
contained, the parties hereto hereby agree as follows:

     1. Grant of Option.  Upon the terms and subject to the conditions set forth
herein, the Company hereby grants to the Optionee,  during the period commencing
on the date of this  Agreement  and ending  ten (10) years from the date  hereof
(the "Termination  Date"),  the right and option (the "Option") to purchase from
the  Company,  at a price of US $1.53 per  share,  such  number of shares of the
Company's common stock (the "Common Stock") as shall, on the date of exercise of
the Option and after  giving  effect to the  exercise of the  Option,  represent
11.81% of the Company's then  outstanding  Common Stock  exclusive of Additional
Affiliate Stock.

     For purposes of this  Agreement,  "Additional  Affiliate  Stock" shall mean
shares of Common  Stock  issued (or deemed to have been  issued) by the  Company
after  the date  hereof,  to (i) the  Optionee,  any  member  of the  Optionee's
immediate  family  or  any  Affiliate  of the  Optionee  or  any  member  of the
Optionee's immediate family, (ii) Amgo Investments, Inc. or (iii) Stephen Altro,
Ron Goldenberg or Ron Oboler,  any member of such person's  immediate  family or
any  Affiliate of the such person or any member of the such  person's  immediate
family.  For purposes of this Agreement,  "Affiliate" shall have the meaning set
forth in Rule 405 promulgated under the Securities Act of 1933, as amended.

     By way of example, if the Option were exercised in full on the date hereof,
the number of shares of Common Stock  issuable upon exercise of the Option would
be 1,031,983  (such shares would represent  11.81% of the 8,736,438  outstanding
shares (7,704,500+1,031,983) after giving effect to the exercise of the Option).
If, at the time of  exercise of the  Option,  the  Company has issued  1,000,000
additional  shares of Common  Stock and 150,000 of such  shares of Common  Stock
were issued to one or more of the persons identified in the foregoing paragraph,
the number of shares of Common Stock  issuable upon exercise of the Option would
be 1,145,579  (such  shares would  represent  11.81% of the  outstanding  shares

                                      
<PAGE>

(9,700,079)  after giving  effect to the exercise of the Option  without  giving
effect   to   the    150,000    shares    of    Additional    Affiliate    Stock
(7,704,500+1,000,000-150,000+1,145,579)).

     2.  Exercise  of  Option.  Subject  to the terms and  conditions  set forth
herein, the Optionee may exercise all or part of the Option any time on or after
the date of this Agreement and prior to the Termination Date.

     3. Method of  Exercising  Option.  The  Optionee may exercise the Option by
delivering to the Company (i) a written  notice  stating the number of shares of
Common  Stock that the  Optionee  has  elected to purchase at that time from the
Company  and (ii) full  payment  of the  purchase  price of the shares of Common
Stock then to be purchased.

     Payment  of the  purchase  price for the  shares of Common  Stock  upon any
exercise of the Option may be made by certified or bank cashier's  check payable
to the order of the Company or by delivery  of shares of Common  Stock  having a
fair market value equal to the purchase  price of the Common Stock issuable upon
exercise of the Option,  duly endorsed in blank or  accompanied  by  appropriate
stock  powers,  together  with such  amount as the  Company  shall,  in its sole
discretion,  deem  necessary to satisfy any tax  withholding  obligation  or tax
arising by reason of the transfer of such shares of Common Stock.

     Only full shares of Common  Stock with an  aggregate  fair market value (as
determined by the Company) not  exceeding the purchase  price of the Option will
be accepted in payment,  and any portion of the Option  price which is in excess
of such aggregate fair market value must be paid in cash or by certified or bank
cashier's  check payable to the order of the Company,  it being  understood that
the  Company  shall  not be  required  to pay  cash  in  exchange  for  tendered
certificates.  If the  tendered  certificate(s)  evidence  more shares of Common
Stock than are accepted  for payment,  an  appropriate  replacement  certificate
shall be issued to the Optionee for the number of excess shares of Common Stock.

     4.  Issuance  of Common  Stock upon  Exercise  of Option.  As  promptly  as
practicable  after  receipt  of  such  written  notification  of the  Optionee's
election to exercise the Option and full  payment of such  purchase  price,  the
Company  shall issue or transfer to the  Optionee the number of shares of Common
Stock with respect to which the Option has been so exercised  and shall  deliver
to the  Optionee a  certificate  or  certificates  therefor,  registered  in the
Optionee's name.

     5.  Securities  Law  Acknowledgments.  The Optionee  acknowledges  that the
shares of Common Stock issued upon  exercise of the Option may not be registered
under  applicable  securities  laws,  that such shares of Common Stock purchased
upon the exercise of the Option must be held  indefinitely  unless  subsequently
registered under the applicable securities laws or unless an exemption therefrom
is available and at the election of the Company, such certificates may bear such
legends  regarding  the limited  transferability  of the shares of Common  Stock
under  applicable  securities  laws as counsel for the Company may require.  The
shares of Common  Stock  issued  pursuant to the terms of this  Agreement  shall
represent fully paid and nonassessable shares of Common Stock.

                                      -2-
<PAGE>

     6. Optionee.  Whenever the word "Optionee" is used in any provision of this
Agreement under  circumstances where the provision should logically be construed
to apply to the  executors,  administrators  or  person or  persons  to whom the
Option may be  transferred  by will or by the laws of descent and  distribution,
the word "Optionee" shall be deemed to include such person or persons.

     7. Transferability. The Option may be transferred by the Optionee only to a
member of the  Optionee's  immediate  family or pursuant to  applicable  laws of
descent and distribution.

     8.  Rights  as  Shareholder.  The  Optionee  shall  have  no  rights  as  a
shareholder  with  respect  to any share of Common  Stock  covered by the Option
until the  Optionee  shall  have  become  the  holder of record of such share of
Common Stock,  and no adjustment shall be made for dividends or distributions or
other  rights in respect of such share of Common Stock for which the record date
is prior to the date upon which the  Optionee  shall become the holder or record
thereof.

     9. Adjustment for  Recapitalization,  Merger,  Etc. The aggregate number of
shares of Common Stock which may be purchased pursuant to the Option, the number
of shares of Common Stock covered by the Option and the price per share shall be
appropriately adjusted for any increase or decrease in the number of outstanding
shares of Common  Stock  resulting  from a stock split or other  subdivision  or
consolidation  of shares of Common  Stock or for other  capital  adjustments  or
payments of stock dividends or  distributions or other increases or decreases in
the outstanding shares of Common Stock effected without receipt of consideration
by the Company.

     Subject to any required action by the shareholders, if the Company shall be
the surviving  corporation in any merger,  combination,  consolidation  or other
business transaction, the Option shall cover the securities to which a holder of
the number of shares of Common Stock covered by the  unexercised  portion of the
Option  would  have  been  entitled  pursuant  to the  terms  of the  merger  or
consolidation.

     Upon the  dissolution or  liquidation of the Company,  the Option and shall
terminate; provided, however, that the surviving corporation may grant an option
or options to purchase its shares on such terms and  conditions,  both as to the
number of shares and otherwise,  which shall  substantially  preserve the rights
and benefits of the Option.

     The foregoing  adjustments  and the manner of  application of the foregoing
provisions  shall be  determined by the Board of Directors of the Company in its
sole  discretion.  Any such  adjustments  may provide for the elimination of any
fractional share which might otherwise become subject to the Option.

                                      -3-
<PAGE>

     10. Compliance with Law.  Notwithstanding any of the provisions hereof, the
Optionee hereby agrees that the Optionee will not exercise the Option,  and that
the Company  will not be  obligated  to issue or  transfer  any shares of Common
Stock to the  Optionee  hereunder,  if the  exercise  hereof or the  issuance or
transfer of such Common  Stock shall  constitute  a violation by the Optionee or
the  Company of any  provisions  of any law or  regulation  of any  governmental
authority.  Any determination in this regard by the Compensation Committee shall
be final,  binding and  conclusive.  The Company shall in no event be obliged to
register  any  securities  pursuant to the Act or to take any other  affirmative
action in order to cause the  exercise of the Option or the issuance or transfer
of Common Stock  pursuant  thereto to comply with any law or  regulation  of any
governmental authority.

     11. Notice. Every notice or other communication  relating to this Agreement
shall be in writing and shall be mailed to or delivered to the party for whom it
is intended at such address as may from time to time be  designated  in a notice
mailed or delivered to the other party as herein provided; provided that, unless
and until some other address be so designated,  all notices or communications by
the  Optionee to the Company  shall be mailed or delivered to the Company at its
executive offices at 1710 Route Transcanadienne,  Dorval, Quebec, Canada H9P 1H7
and all notices or communications by the Company to the Optionee may be given to
the Optionee  personally  or may be mailed to the Optionee at the address  shown
below the Optionee's signature to this Agreement.

     12. Entire Agreement.  This Agreement sets forth the complete understanding
of the Company and the Optionee  with respect to the subject  matter  hereof and
supersedes all prior understandings, whether oral or written.

     13.  Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the laws of the  State of  Nevada  (without  giving  effect  to
principles of conflicts of law).

                                      -4-
<PAGE>



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

                                    GRAND TOYS INTERNATIONAL, INC.


                                    By: /s/ Stephen Altro
                                        ___________________________
                                          Stephen Altro
                                          President

                                        /s/ David Mars
                                    ------------------------------
                                          David Mars



                                      -5-
<PAGE>


                                  Exhibit 4.10

                             STOCK OPTION AGREEMENT


     AGREEMENT  made as of this 28th day of May,  1996 by and between GRAND TOYS
INTERNATIONAL,  INC.,  a  corporation  organized  under the laws of the State of
Nevada (the "Company"), and RON GOLDENBERG (the "Optionee").

                              W I T N E S S E T H:

     WHEREAS,  the  Optionee  has  provided  on-going  financial  support to the
Company; and

     WHEREAS,  the Company desires to compensate the Optionee for such financial
support to the Company.
 
     NOW,  THEREFORE,  in consideration  of the covenants and agreements  herein
contained, the parties hereto hereby agree as follows:

     1. Grant of Option.  Upon the terms and subject to the conditions set forth
herein, the Company hereby grants to the Optionee,  during the period commencing
on the date of this  Agreement  and ending  ten (10) years from the date  hereof
(the "Termination  Date"),  the right and option (the "Option") to purchase from
the  Company,  at a price of US $1.53 per  share,  such  number of shares of the
Company's common stock (the "Common Stock") as shall, on the date of exercise of
the Option and after giving effect to the exercise of the Option, represent .54%
of the Company's then outstanding Common Stock exclusive of Additional Affiliate
Stock.

     For purposes of this  Agreement,  "Additional  Affiliate  Stock" shall mean
shares of Common  Stock  issued (or deemed to have been  issued) by the  Company
after  the date  hereof,  to (i) the  Optionee,  any  member  of the  Optionee's
immediate  family  or  any  Affiliate  of the  Optionee  or  any  member  of the
Optionee's immediate family, (ii) Amgo Investments, Inc. or (iii) Stephen Altro,
David Mars or Ron Oboler,  any member of such person's  immediate  family or any
Affiliate  of the such  person  or any  member  of the such  person's  immediate
family.  For purposes of this Agreement,  "Affiliate" shall have the meaning set
forth in Rule 405 promulgated under the Securities Act of 1933, as amended.

     By way of example, if the Option were exercised in full on the date hereof,
the number of shares of Common Stock  issuable upon exercise of the Option would
be  42,391  (such  shares  would  represent  .54%  of  the  outstanding   shares
(7,704,500+42,391)  after giving  effect to the exercise of the Option).  If, at
the time of exercise of the Option, the Company has issued 1,000,000  additional
shares of Common Stock and 150,000 of such shares of Common Stock were issued to
one or more of the persons identified in the foregoing paragraph,  the number of
shares of Common  Stock  issuable  upon  exercise of the Option  would be 46,445
(such shares would represent .54% of the outstanding  shares  (8,600,945)  after
giving effect to the exercise of the Option without giving effect to the 150,000
shares of Additional Affiliate Stock (7,704,500+1,000,000-150,000+46,445)).

                                     
<PAGE>

     2.  Exercise  of  Option.  Subject  to the terms and  conditions  set forth
herein, the Optionee may exercise all or part of the Option any time on or after
the date of this Agreement and prior to the Termination Date.

     3. Method of  Exercising  Option.  The  Optionee may exercise the Option by
delivering to the Company (i) a written  notice  stating the number of shares of
Common  Stock that the  Optionee  has  elected to purchase at that time from the
Company  and (ii) full  payment  of the  purchase  price of the shares of Common
Stock then to be purchased.

     Payment  of the  purchase  price for the  shares of Common  Stock  upon any
exercise of the Option may be made by certified or bank cashier's  check payable
to the order of the Company or by delivery  of shares of Common  Stock  having a
fair market value equal to the purchase  price of the Common Stock issuable upon
exercise of the Option,  duly endorsed in blank or  accompanied  by  appropriate
stock  powers,  together  with such  amount as the  Company  shall,  in its sole
discretion,  deem  necessary to satisfy any tax  withholding  obligation  or tax
arising by reason of the transfer of such shares of Common Stock.

     Only full shares of Common  Stock with an  aggregate  fair market value (as
determined by the Company) not  exceeding the purchase  price of the Option will
be accepted in payment,  and any portion of the Option  price which is in excess
of such aggregate fair market value must be paid in cash or by certified or bank
cashier's  check payable to the order of the Company,  it being  understood that
the  Company  shall  not be  required  to pay  cash  in  exchange  for  tendered
certificates.  If the  tendered  certificate(s)  evidence  more shares of Common
Stock than are accepted  for payment,  an  appropriate  replacement  certificate
shall be issued to the Optionee for the number of excess shares of Common Stock.

     4.  Issuance  of Common  Stock upon  Exercise  of Option.  As  promptly  as
practicable  after  receipt  of  such  written  notification  of the  Optionee's
election to exercise the Option and full  payment of such  purchase  price,  the
Company  shall issue or transfer to the  Optionee the number of shares of Common
Stock with respect to which the Option has been so exercised  and shall  deliver
to the  Optionee a  certificate  or  certificates  therefor,  registered  in the
Optionee's name.

     5.  Securities  Law  Acknowledgments.  The Optionee  acknowledges  that the
shares of Common Stock issued upon  exercise of the Option may not be registered
under  applicable  securities  laws,  that such shares of Common Stock purchased
upon the exercise of the Option must be held  indefinitely  unless  subsequently
registered under the applicable securities laws or unless an exemption therefrom
is available and at the election of the Company, such certificates may bear such
legends  regarding  the limited  transferability  of the shares of Common  Stock
under  applicable  securities  laws as counsel for the Company may require.  The
shares of Common  Stock  issued  pursuant to the terms of this  Agreement  shall
represent fully paid and nonassessable shares of Common Stock.

                                      -2-
<PAGE>

     6. Optionee.  Whenever the word "Optionee" is used in any provision of this
Agreement under  circumstances where the provision should logically be construed
to apply to the  executors,  administrators  or  person or  persons  to whom the
Option may be  transferred  by will or by the laws of descent and  distribution,
the word "Optionee" shall be deemed to include such person or persons.

     7. Transferability. The Option may be transferred by the Optionee only to a
member of the  Optionee's  immediate  family or pursuant to  applicable  laws of
descent and distribution.

     8.  Rights  as  Shareholder.  The  Optionee  shall  have  no  rights  as  a
shareholder  with  respect  to any share of Common  Stock  covered by the Option
until the  Optionee  shall  have  become  the  holder of record of such share of
Common Stock,  and no adjustment shall be made for dividends or distributions or
other  rights in respect of such share of Common Stock for which the record date
is prior to the date upon which the  Optionee  shall become the holder or record
thereof.

     9. Adjustment for  Recapitalization,  Merger,  Etc. The aggregate number of
shares of Common Stock which may be purchased pursuant to the Option, the number
of shares of Common Stock covered by the Option and the price per share shall be
appropriately adjusted for any increase or decrease in the number of outstanding
shares of Common  Stock  resulting  from a stock split or other  subdivision  or
consolidation  of shares of Common  Stock or for other  capital  adjustments  or
payments of stock dividends or  distributions or other increases or decreases in
the outstanding shares of Common Stock effected without receipt of consideration
by the Company.

     Subject to any required action by the shareholders, if the Company shall be
the surviving  corporation in any merger,  combination,  consolidation  or other
business transaction, the Option shall cover the securities to which a holder of
the number of shares of Common Stock covered by the  unexercised  portion of the
Option  would  have  been  entitled  pursuant  to the  terms  of the  merger  or
consolidation.

     Upon the  dissolution or  liquidation of the Company,  the Option and shall
terminate; provided, however, that the surviving corporation may grant an option
or options to purchase its shares on such terms and  conditions,  both as to the
number of shares and otherwise,  which shall  substantially  preserve the rights
and benefits of the Option.

     The foregoing  adjustments  and the manner of  application of the foregoing
provisions  shall be  determined by the Board of Directors of the Company in its
sole  discretion.  Any such  adjustments  may provide for the elimination of any
fractional share which might otherwise become subject to the Option.


                                      -3-
<PAGE>

     10. Compliance with Law.  Notwithstanding any of the provisions hereof, the
Optionee hereby agrees that the Optionee will not exercise the Option,  and that
the Company  will not be  obligated  to issue or  transfer  any shares of Common
Stock to the  Optionee  hereunder,  if the  exercise  hereof or the  issuance or
transfer of such Common  Stock shall  constitute  a violation by the Optionee or
the  Company of any  provisions  of any law or  regulation  of any  governmental
authority.  Any determination in this regard by the Compensation Committee shall
be final,  binding and  conclusive.  The Company shall in no event be obliged to
register  any  securities  pursuant to the Act or to take any other  affirmative
action in order to cause the  exercise of the Option or the issuance or transfer
of Common Stock  pursuant  thereto to comply with any law or  regulation  of any
governmental authority.

     11. Notice. Every notice or other communication  relating to this Agreement
shall be in writing and shall be mailed to or delivered to the party for whom it
is intended at such address as may from time to time be  designated  in a notice
mailed or delivered to the other party as herein provided; provided that, unless
and until some other address be so designated,  all notices or communications by
the  Optionee to the Company  shall be mailed or delivered to the Company at its
executive offices at 1710 Route Transcanadienne,  Dorval, Quebec, Canada H9P 1H7
and all notices or communications by the Company to the Optionee may be given to
the Optionee  personally  or may be mailed to the Optionee at the address  shown
below the Optionee's signature to this Agreement.

     12. Entire Agreement.  This Agreement sets forth the complete understanding
of the Company and the Optionee  with respect to the subject  matter  hereof and
supersedes all prior understandings, whether oral or written.

     13.  Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the laws of the  State of  Nevada  (without  giving  effect  to
principles of conflicts of law).


                                      -4-
<PAGE>



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

                                    GRAND TOYS INTERNATIONAL, INC.


                                    By: /s/ Stephen Altro
                                        ___________________________
                                          Stephen Altro
                                          President

                                        /s/ Ron Goldenberg
                                    ------------------------------
                                          Ron Goldenberg




                                      -5-
<PAGE>



                                  Exhibit 4.11

                             STOCK OPTION AGREEMENT


     AGREEMENT  made as of this 1st day of October,  1996 by and  between  GRAND
TOYS INTERNATIONAL, INC., a corporation organized under the laws of the State of
Nevada (the "Company"), and ELLIOT L. BIER (the "Optionee").

                              W I T N E S S E T H:

     WHEREAS, the Optionee has provided or will provide valuable services to the
Company  and the Company  desires to reward such  services  and  encourages  the
Optionee's  continued  dedication and to afford the Optionee the  opportunity to
acquire stock ownership in, or otherwise share in the  appreciation of the stock
of, the Company so that the Optionee may have a direct  proprietary  interest in
the Company's success.

     NOW,  THEREFORE,  in consideration  of the covenants and agreements  herein
contained, the parties hereto hereby agree as follows:

     1. Grant of Option.  Upon the terms and subject to the conditions set forth
herein, the Company hereby grants to the Optionee,  during the period commencing
on the date of this  Agreement  and ending  ten (10) years from the date  hereof
(the "Termination  Date"),  the right and option (the "Option") to purchase from
the  Company,  at a price of US $.95 per  share,  such  number  of shares of the
Company's common stock (the "Common Stock") as shall, on the date of exercise of
the Option and after  giving  effect to the  exercise of the  Option,  represent
1.28% of the Company's  then  outstanding  Common Stock  exclusive of Additional
Affiliate Stock.

     For purposes of this  Agreement,  "Additional  Affiliate  Stock" shall mean
shares of Common  Stock  issued (or deemed to have been  issued) by the  Company
after  the date  hereof,  to (i) the  Optionee,  any  member  of the  Optionee's
immediate  family  or  any  Affiliate  of the  Optionee  or  any  member  of the
Optionee's  immediate family. For purposes of this Agreement,  "Affiliate" shall
have the meaning set forth in Rule 405  promulgated  under the Securities Act of
1933, as amended.

     By way of example, if the Option were exercised in full on the date hereof,
the number of shares of Common Stock  issuable upon exercise of the Option would
be 100,000  (such  shares would  represent  1.28% of the  7,804,500  outstanding
shares  (7,704,500+100,000)  after giving effect to the exercise of the Option).
If, at the time of  exercise of the  Option,  the  Company has issued  1,000,000
additional  shares of Common  Stock and 150,000 of such  shares of Common  Stock
were issued to one or more of the persons identified in the foregoing paragraph,
the number of shares of Common Stock  issuable upon exercise of the Option would
be  110,917  (such  shares  would  represent  1.28%  of the  outstanding  shares

                                     
<PAGE>

(8,665,417)  after giving  effect to the exercise of the Option  without  giving
effect   to   the    150,000    shares    of    Additional    Affiliate    Stock
(7,704,500+1,000,000-150,000+110,917)).

     2.  Exercise  of  Option.  Subject  to the terms and  conditions  set forth
herein, the Optionee may exercise all or part of the Option any time on or after
the six month anniversary of this Agreement and prior to the Termination Date.

     3. Method of  Exercising  Option.  The  Optionee may exercise the Option by
delivering to the Company (i) a written  notice  stating the number of shares of
Common  Stock that the  Optionee  has  elected to purchase at that time from the
Company  and (ii) full  payment  of the  purchase  price of the shares of Common
Stock then to be purchased.

     Payment  of the  purchase  price for the  shares of Common  Stock  upon any
exercise of the Option may be made by certified or bank cashier's  check payable
to the order of the Company or by delivery  of shares of Common  Stock  having a
fair market value equal to the purchase  price of the Common Stock issuable upon
exercise of the Option,  duly endorsed in blank or  accompanied  by  appropriate
stock  powers,  together  with such  amount as the  Company  shall,  in its sole
discretion,  deem  necessary to satisfy any tax  withholding  obligation  or tax
arising by reason of the transfer of such shares of Common Stock.

     Only full shares of Common  Stock with an  aggregate  fair market value (as
determined by the Company) not  exceeding the purchase  price of the Option will
be accepted in payment,  and any portion of the Option  price which is in excess
of such aggregate fair market value must be paid in cash or by certified or bank
cashier's  check payable to the order of the Company,  it being  understood that
the  Company  shall  not be  required  to pay  cash  in  exchange  for  tendered
certificates.  If the  tendered  certificate(s)  evidence  more shares of Common
Stock than are accepted  for payment,  an  appropriate  replacement  certificate
shall be issued to the Optionee for the number of excess shares of Common Stock.

     4.  Issuance  of Common  Stock upon  Exercise  of Option.  As  promptly  as
practicable  after  receipt  of  such  written  notification  of the  Optionee's
election to exercise the Option and full  payment of such  purchase  price,  the
Company  shall issue or transfer to the  Optionee the number of shares of Common
Stock with respect to which the Option has been so exercised  and shall  deliver
to the  Optionee a  certificate  or  certificates  therefor,  registered  in the
Optionee's name.

     5.  Securities  Law  Acknowledgments.  The Optionee  acknowledges  that the
shares of Common Stock issued upon  exercise of the Option may not be registered
under  applicable  securities  laws,  that such shares of Common Stock purchased
upon the exercise of the Option must be held  indefinitely  unless  subsequently
registered under the applicable securities laws or unless an exemption therefrom
is available and at the election of the Company, such certificates may bear such
legends  regarding  the limited  transferability  of the shares of Common  Stock
under  applicable  securities  laws as counsel for the Company may require.  The
shares of Common  Stock  issued  pursuant to the terms of this  Agreement  shall
represent fully paid and nonassessable shares of Common Stock.


                                      -2-
<PAGE>

     6. Optionee.  Whenever the word "Optionee" is used in any provision of this
Agreement under  circumstances where the provision should logically be construed
to apply to the  executors,  administrators  or  person or  persons  to whom the
Option may be  transferred  by will or by the laws of descent and  distribution,
the word "Optionee" shall be deemed to include such person or persons.

     7. Transferability. The Option may be transferred by the Optionee only to a
member of the  Optionee's  immediate  family or pursuant to  applicable  laws of
descent and distribution.

     8.  Rights  as  Shareholder.  The  Optionee  shall  have  no  rights  as  a
shareholder  with  respect  to any share of Common  Stock  covered by the Option
until the  Optionee  shall  have  become  the  holder of record of such share of
Common Stock,  and no adjustment shall be made for dividends or distributions or
other  rights in respect of such share of Common Stock for which the record date
is prior to the date upon which the  Optionee  shall become the holder or record
thereof.

     9. Adjustment for  Recapitalization,  Merger,  Etc. The aggregate number of
shares of Common Stock which may be purchased pursuant to the Option, the number
of shares of Common Stock covered by the Option and the price per share shall be
appropriately adjusted for any increase or decrease in the number of outstanding
shares of Common  Stock  resulting  from a stock split or other  subdivision  or
consolidation  of shares of Common  Stock or for other  capital  adjustments  or
payments of stock dividends or  distributions or other increases or decreases in
the outstanding shares of Common Stock effected without receipt of consideration
by the Company.

     Subject to any required action by the shareholders, if the Company shall be
the surviving  corporation in any merger,  combination,  consolidation  or other
business transaction, the Option shall cover the securities to which a holder of
the number of shares of Common Stock covered by the  unexercised  portion of the
Option  would  have  been  entitled  pursuant  to the  terms  of the  merger  or
consolidation.

     Upon the  dissolution or  liquidation of the Company,  the Option and shall
terminate; provided, however, that the surviving corporation may grant an option
or options to purchase its shares on such terms and  conditions,  both as to the
number of shares and otherwise,  which shall  substantially  preserve the rights
and benefits of the Option.

     The foregoing  adjustments  and the manner of  application of the foregoing
provisions  shall be  determined by the Board of Directors of the Company in its
sole  discretion.  Any such  adjustments  may provide for the elimination of any
fractional share which might otherwise become subject to the Option.


                                      -3-
<PAGE>

     10. Compliance with Law.  Notwithstanding any of the provisions hereof, the
Optionee hereby agrees that the Optionee will not exercise the Option,  and that
the Company  will not be  obligated  to issue or  transfer  any shares of Common
Stock to the  Optionee  hereunder,  if the  exercise  hereof or the  issuance or
transfer of such Common  Stock shall  constitute  a violation by the Optionee or
the  Company of any  provisions  of any law or  regulation  of any  governmental
authority.  Any determination in this regard by the Compensation Committee shall
be final,  binding and  conclusive.  The Company shall in no event be obliged to
register  any  securities  pursuant to the Act or to take any other  affirmative
action in order to cause the  exercise of the Option or the issuance or transfer
of Common Stock  pursuant  thereto to comply with any law or  regulation  of any
governmental authority.

     11. Notice. Every notice or other communication  relating to this Agreement
shall be in writing and shall be mailed to or delivered to the party for whom it
is intended at such address as may from time to time be  designated  in a notice
mailed or delivered to the other party as herein provided; provided that, unless
and until some other address be so designated,  all notices or communications by
the  Optionee to the Company  shall be mailed or delivered to the Company at its
executive offices at 1710 Route Transcanadienne,  Dorval, Quebec, Canada H9P 1H7
and all notices or communications by the Company to the Optionee may be given to
the Optionee  personally  or may be mailed to the Optionee at the address  shown
below the Optionee's signature to this Agreement.

     12. Entire Agreement.  This Agreement sets forth the complete understanding
of the Company and the Optionee  with respect to the subject  matter  hereof and
supersedes all prior understandings, whether oral or written.

     13.  Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the laws of the  State of  Nevada  (without  giving  effect  to
principles of conflicts of law).

                                      -4-
<PAGE>



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

                                    GRAND TOYS INTERNATIONAL, INC.


                                    By: /s/ Stephen Altro
                                        ___________________________
                                          Stephen Altro
                                          President

                                        /s/ Elliot L. Bier
                                    ------------------------------
                                          Elliot L. Bier


                                      -5-
<PAGE>



                                  Exhibit 4.12

                             STOCK OPTION AGREEMENT


     AGREEMENT made as of this 30th day of July,  1998 by and between GRAND TOYS
INTERNATIONAL,  INC.,  a  corporation  organized  under the laws of the State of
Nevada (the "Company"), and LAWRENCE BERNSTEIN (the "Optionee").

                              W I T N E S S E T H:

     WHEREAS,  Optionee  has  entered  into an  Employment  Agreement  with  the
Company.; and

     WHEREAS,  the Company  desires to provide  additional  compensation  to the
Optionee in connection with Optionee's employment.

     NOW,  THEREFORE,  in consideration  of the covenants and agreements  herein
contained, the parties hereto hereby agree as follows:

     1. Grant of Option.  Upon the terms and subject to the conditions set forth
herein, the Company hereby grants to the Optionee,  during the period commencing
on the date of this  Agreement,  the right and option (the "Option") to purchase
140,000 shares of the Company's  common stock (the "Common  Stock") at $5.50 per
share.  The Option shall vest as of the date hereof.  The Option shall terminate
upon in the event of Optionee's  voluntary  termination of employment within six
months of the date hereof or upon Optionee's  termination for Cause as that term
is defined in the Employment Agreement (the "Termination Date"),

     2.  Exercise  of  Option.  Subject  to the terms and  conditions  set forth
herein, the Optionee may exercise all or part of the Option any time on or after
the six month anniversary of the date hereof and prior to the Termination Date.

     3. Method of  Exercising  Option.  The  Optionee may exercise the Option by
delivering to the Company (i) a written  notice  stating the number of shares of
Common  Stock that the  Optionee  has  elected to purchase at that time from the
Company  and (ii) full  payment  of the  purchase  price of the shares of Common
Stock then to be purchased.

     Payment  of the  purchase  price for the  shares of Common  Stock  upon any
exercise of the Option may be made by certified or bank cashier's  check payable
to the order of the Company or by delivery  of shares of Common  Stock  having a
fair market value equal to the purchase  price of the Common Stock issuable upon
exercise of the Option,  duly endorsed in blank or  accompanied  by  appropriate
stock  powers,  together  with such  amount as the  Company  shall,  in its sole
discretion,  deem  necessary to satisfy any tax  withholding  obligation  or tax
arising by reason of the transfer of such shares of Common Stock.

                                      
<PAGE>

     Only full shares of Common  Stock with an  aggregate  fair market value (as
determined by the Company) not  exceeding the purchase  price of the Option will
be accepted in payment,  and any portion of the Option  price which is in excess
of such aggregate fair market value must be paid in cash or by certified or bank
cashier's  check payable to the order of the Company,  it being  understood that
the  Company  shall  not be  required  to pay  cash  in  exchange  for  tendered
certificates.  If the  tendered  certificate(s)  evidence  more shares of Common
Stock than are accepted  for payment,  an  appropriate  replacement  certificate
shall be issued to the Optionee for the number of excess shares of Common Stock.

     4.  Issuance  of Common  Stock upon  Exercise  of Option.  As  promptly  as
practicable  after  receipt  of  such  written  notification  of the  Optionee's
election to exercise the Option and full  payment of such  purchase  price,  the
Company  shall issue or transfer to the  Optionee the number of shares of Common
Stock with respect to which the Option has been so exercised  and shall  deliver
to the  Optionee a  certificate  or  certificates  therefor,  registered  in the
Optionee's name.

     5.  Securities  Law  Acknowledgments.  The Optionee  acknowledges  that the
shares of Common Stock issued upon  exercise of the Option may not be registered
under  applicable  securities  laws,  that such shares of Common Stock purchased
upon the exercise of the Option must be held  indefinitely  unless  subsequently
registered under the applicable securities laws or unless an exemption therefrom
is available and at the election of the Company, such certificates may bear such
legends  regarding  the limited  transferability  of the shares of Common  Stock
under  applicable  securities  laws as counsel for the Company may require.  The
shares of Common  Stock  issued  pursuant to the terms of this  Agreement  shall
represent fully paid and nonassessable shares of Common Stock.
           
     6. Optionee.  Whenever the word "Optionee" is used in any provision of this
Agreement under  circumstances where the provision should logically be construed
to apply to the  executors,  administrators  or  person or  persons  to whom the
Option may be  transferred  by will or by the laws of descent and  distribution,
the word "Optionee" shall be deemed to include such person or persons.

     7. Transferability. The Option may be transferred by the Optionee only to a
member of the  Optionee's  immediate  family or pursuant to  applicable  laws of
descent and distribution.

     8.  Rights  as  Shareholder.  The  Optionee  shall  have  no  rights  as  a
shareholder  with  respect  to any share of Common  Stock  covered by the Option
until the  Optionee  shall  have  become  the  holder of record of such share of
Common Stock,  and no adjustment shall be made for dividends or distributions or
other  rights in respect of such share of Common Stock for which the record date
is prior to the date upon which the  Optionee  shall become the holder of record
thereof.

                                      -2-
<PAGE>

     9. Adjustment for  Recapitalization,  Merger,  Etc. The aggregate number of
shares of Common Stock which may be purchased pursuant to the Option, the number
of shares of Common Stock covered by the Option and the price per share shall be
appropriately adjusted for any increase or decrease in the number of outstanding
shares of Common  Stock  resulting  from a stock split or other  subdivision  or
consolidation  of shares of Common  Stock or for other  capital  adjustments  or
payments of stock dividends or  distributions or other increases or decreases in
the outstanding shares of Common Stock effected without receipt of consideration
by the Company.

     Subject to any required action by the shareholders, if the Company shall be
the surviving  corporation in any merger,  combination,  consolidation  or other
business transaction, the Option shall cover the securities to which a holder of
the number of shares of Common Stock covered by the  unexercised  portion of the
Option  would  have  been  entitled  pursuant  to the  terms  of the  merger  or
consolidation.

     Upon the  dissolution  or  liquidation  of the  Company,  the Option  shall
terminate; provided, however, that the surviving corporation may grant an option
or options to purchase its shares on such terms and  conditions,  both as to the
number of shares and otherwise,  which shall  substantially  preserve the rights
and benefits of the Option.

     The foregoing  adjustments  and the manner of  application of the foregoing
provisions  shall be  determined by the Board of Directors of the Company in its
sole  discretion.  Any such  adjustments  may provide for the elimination of any
fractional share which might otherwise become subject to the Option.

     10. Compliance with Law.  Notwithstanding any of the provisions hereof, the
Optionee hereby agrees that the Optionee will not exercise the Option,  and that
the Company  will not be  obligated  to issue or  transfer  any shares of Common
Stock to the  Optionee  hereunder,  if the  exercise  hereof or the  issuance or
transfer of such Common  Stock shall  constitute  a violation by the Optionee or
the  Company of any  provisions  of any law or  regulation  of any  governmental
authority.  Any determination in this regard by the Compensation Committee shall
be final,  binding and  conclusive.  The Company shall in no event be obliged to
register  any  securities  pursuant to the Act or to take any other  affirmative
action in order to cause the  exercise of the Option or the issuance or transfer
of Common Stock  pursuant  thereto to comply with any law or  regulation  of any
governmental authority.

     11. Notice. Every notice or other communication  relating to this Agreement
shall be in writing and shall be mailed to or delivered to the party for whom it
is intended at such address as may from time to time be  designated  in a notice
mailed or delivered to the other party as herein provided; provided that, unless
and until some other address be so designated,  all notices or communications by
the  Optionee to the Company  shall be mailed or delivered to the Company at its
executive offices at 1710 Route Transcanadienne,  Dorval, Quebec, Canada H9P 1H7
and all notices or communications by the Company to the Optionee may be given to
the Optionee  personally  or may be mailed to the Optionee at the address  shown
below the Optionee's signature to this Agreement.

                                      -3-
<PAGE>

     12. Entire Agreement.  This Agreement sets forth the complete understanding
of the Company and the Optionee  with respect to the subject  matter  hereof and
supersedes all prior understandings, whether oral or written.

     13.  Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the laws of the  State of  Nevada  (without  giving  effect  to
principles of conflicts of law).

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

                                    GRAND TOYS INTERNATIONAL, INC.


                                    By: /s/ Stephen Altro
                                        ___________________________
                                    Name: Stephen Altro
                                    Title:     Chairman

                                        /s/ Lawrence Bernstein
                                    ------------------------------
                                    Name: Lawrence Bernstein
                                    Address:

                                      -4-
<PAGE>


                                  Exhibit 4.13

                             STOCK OPTION AGREEMENT


     AGREEMENT made as of this 30th day of July,  1998 by and between GRAND TOYS
INTERNATIONAL,  INC.,  a  corporation  organized  under the laws of the State of
Nevada (the "Company"), and ROBERT FINN (the "Optionee").

                              W I T N E S S E T H:

     WHEREAS,  Optionee  has  entered  into an  Employment  Agreement  with  the
Company; and

     WHEREAS,  the Company  desires to provide  additional  compensation  to the
Optionee in connection with Optionee's employment.

     NOW,  THEREFORE,  in consideration  of the covenants and agreements  herein
contained, the parties hereto hereby agree as follows:

     1. Grant of Option.  Upon the terms and subject to the conditions set forth
herein, the Company hereby grants to the Optionee,  during the period commencing
on the date of this  Agreement,  the right and option (the "Option") to purchase
140,000 shares of the Company's  common stock (the "Common  Stock") at $5.50 per
share.  The Option shall vest as of the date hereof.  The Option shall terminate
upon in the event of Optionee's  voluntary  termination of employment within six
months of the date hereof or upon Optionee's  termination for Cause as that term
is defined in the Employment Agreement (the "Termination Date"),

     2.  Exercise  of  Option.  Subject  to the terms and  conditions  set forth
herein, the Optionee may exercise all or part of the Option any time on or after
the six month anniversary of the date hereof and prior to the Termination Date.

     3. Method of  Exercising  Option.  The  Optionee may exercise the Option by
delivering to the Company (i) a written  notice  stating the number of shares of
Common  Stock that the  Optionee  has  elected to purchase at that time from the
Company  and (ii) full  payment  of the  purchase  price of the shares of Common
Stock then to be purchased.

     Payment  of the  purchase  price for the  shares of Common  Stock  upon any
exercise of the Option may be made by certified or bank cashier's  check payable
to the order of the Company or by delivery  of shares of Common  Stock  having a
fair market value equal to the purchase  price of the Common Stock issuable upon
exercise of the Option,  duly endorsed in blank or  accompanied  by  appropriate
stock  powers,  together  with such  amount as the  Company  shall,  in its sole
discretion,  deem  necessary to satisfy any tax  withholding  obligation  or tax
arising by reason of the transfer of such shares of Common Stock.

                                      
<PAGE>

     Only full shares of Common  Stock with an  aggregate  fair market value (as
determined by the Company) not  exceeding the purchase  price of the Option will
be accepted in payment,  and any portion of the Option  price which is in excess
of such aggregate fair market value must be paid in cash or by certified or bank
cashier's  check payable to the order of the Company,  it being  understood that
the  Company  shall  not be  required  to pay  cash  in  exchange  for  tendered
certificates.  If the  tendered  certificate(s)  evidence  more shares of Common
Stock than are accepted  for payment,  an  appropriate  replacement  certificate
shall be issued to the Optionee for the number of excess shares of Common Stock.

     4.  Issuance  of Common  Stock upon  Exercise  of Option.  As  promptly  as
practicable  after  receipt  of  such  written  notification  of the  Optionee's
election to exercise the Option and full  payment of such  purchase  price,  the
Company  shall issue or transfer to the  Optionee the number of shares of Common
Stock with respect to which the Option has been so exercised  and shall  deliver
to the  Optionee a  certificate  or  certificates  therefor,  registered  in the
Optionee's name.

     5.  Securities  Law  Acknowledgments.  The Optionee  acknowledges  that the
shares of Common Stock issued upon  exercise of the Option may not be registered
under  applicable  securities  laws,  that such shares of Common Stock purchased
upon the exercise of the Option must be held  indefinitely  unless  subsequently
registered under the applicable securities laws or unless an exemption therefrom
is available and at the election of the Company, such certificates may bear such
legends  regarding  the limited  transferability  of the shares of Common  Stock
under  applicable  securities  laws as counsel for the Company may require.  The
shares of Common  Stock  issued  pursuant to the terms of this  Agreement  shall
represent fully paid and nonassessable shares of Common Stock.

     6. Optionee.  Whenever the word "Optionee" is used in any provision of this
Agreement under  circumstances where the provision should logically be construed
to apply to the  executors,  administrators  or  person or  persons  to whom the
Option may be  transferred  by will or by the laws of descent and  distribution,
the word "Optionee" shall be deemed to include such person or persons.

     7. Transferability. The Option may be transferred by the Optionee only to a
member of the  Optionee's  immediate  family or pursuant to  applicable  laws of
descent and distribution.

     8.  Rights  as  Shareholder.  The  Optionee  shall  have  no  rights  as  a
shareholder  with  respect  to any share of Common  Stock  covered by the Option
until the  Optionee  shall  have  become  the  holder of record of such share of
Common Stock,  and no adjustment shall be made for dividends or distributions or
other  rights in respect of such share of Common Stock for which the record date
is prior to the date upon which the  Optionee  shall become the holder of record
thereof.

                                      -2-
<PAGE>

     9. Adjustment for  Recapitalization,  Merger,  Etc. The aggregate number of
shares of Common Stock which may be purchased pursuant to the Option, the number
of shares of Common Stock covered by the Option and the price per share shall be
appropriately adjusted for any increase or decrease in the number of outstanding
shares of Common  Stock  resulting  from a stock split or other  subdivision  or
consolidation  of shares of Common  Stock or for other  capital  adjustments  or
payments of stock dividends or  distributions or other increases or decreases in
the outstanding shares of Common Stock effected without receipt of consideration
by the Company.

     Subject to any required action by the shareholders, if the Company shall be
the surviving  corporation in any merger,  combination,  consolidation  or other
business transaction, the Option shall cover the securities to which a holder of
the number of shares of Common Stock covered by the  unexercised  portion of the
Option  would  have  been  entitled  pursuant  to the  terms  of the  merger  or
consolidation.

     Upon the  dissolution  or  liquidation  of the  Company,  the Option  shall
terminate; provided, however, that the surviving corporation may grant an option
or options to purchase its shares on such terms and  conditions,  both as to the
number of shares and otherwise,  which shall  substantially  preserve the rights
and benefits of the Option.

     The foregoing  adjustments  and the manner of  application of the foregoing
provisions  shall be  determined by the Board of Directors of the Company in its
sole  discretion.  Any such  adjustments  may provide for the elimination of any
fractional share which might otherwise become subject to the Option.

     10. Compliance with Law.  Notwithstanding any of the provisions hereof, the
Optionee hereby agrees that the Optionee will not exercise the Option,  and that
the Company  will not be  obligated  to issue or  transfer  any shares of Common
Stock to the  Optionee  hereunder,  if the  exercise  hereof or the  issuance or
transfer of such Common  Stock shall  constitute  a violation by the Optionee or
the  Company of any  provisions  of any law or  regulation  of any  governmental
authority.  Any determination in this regard by the Compensation Committee shall
be final,  binding and  conclusive.  The Company shall in no event be obliged to
register  any  securities  pursuant to the Act or to take any other  affirmative
action in order to cause the  exercise of the Option or the issuance or transfer
of Common Stock  pursuant  thereto to comply with any law or  regulation  of any
governmental authority.

     11. Notice. Every notice or other communication  relating to this Agreement
shall be in writing and shall be mailed to or delivered to the party for whom it
is intended at such address as may from time to time be  designated  in a notice
mailed or delivered to the other party as herein provided; provided that, unless
and until some other address be so designated,  all notices or communications by
the  Optionee to the Company  shall be mailed or delivered to the Company at its
executive offices at 1710 Route Transcanadienne,  Dorval, Quebec, Canada H9P 1H7
and all notices or communications by the Company to the Optionee may be given to
the Optionee  personally  or may be mailed to the Optionee at the address  shown
below the Optionee's signature to this Agreement.

                                      -3-
<PAGE>

     12. Entire Agreement.  This Agreement sets forth the complete understanding
of the Company and the Optionee  with respect to the subject  matter  hereof and
supersedes all prior understandings, whether oral or written.

     13.  Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the laws of the  State of  Nevada  (without  giving  effect  to
principles of conflicts of law).

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

                                    GRAND TOYS INTERNATIONAL, INC.


                                    By: /s/ Ron Goldenberg
                                        ___________________________
                                    Name: Ron Goldenberg
                                    Title:  Executive Vice
                                          President and Chief
                                          Financial Officer


                                        /s/ Robert Finn
                                    ------------------------------
                                    Name: Robert Finn
                                    Address:


                                      -4-
<PAGE>

                                  Exhibit 5.1

                                       PIPER & MARBURY
                                           L.L.P.
                                 1251 AVENUE OF THE AMERICAS
                                NEW YORK, NEW YORK 10020-1104
                                        212-835-6000
                                      FAX: 212-835-6001
                                                                     BALTIMORE
                                                                    WASHINGTON
                                                                  PHILADELPHIA
                                                                        EASTON


                                December 15, 1998




Grand Toys International, Inc.
1710 Route Transcandienne
Dorval, Quebec, Canada H9P 1H7

Gentlemen:

      We have  acted as  counsel to Grand  Toys  International,  Inc.,  a Nevada
corporation   (the   "Company"),   in  connection  with  the  preparation  of  a
Registration   Statement  on  Form  S-8  of  the  Company   (the   "Registration
Statement"),   filed  with  the   Securities   and  Exchange   Commission   (the
"Commission")  on December 14, 1998,  pursuant to the Securities Act of 1933, as
amended. The Registration Statement covers the sale of 300,000 shares (the "Plan
Shares") of the  Company's  Common Stock,  $.001 par value (the "Common  Stock")
issuable upon  exercise of options  granted or to be granted under the Company's
Amended and Restated  1993 Stock Option Plan (the "Plan") and  1,721,095  shares
(the "Non-Plan  Shares")  issuable upon exercise of options  granted outside the
Plan. The Plan Shares together with the Non-Plan  Shares are hereafter  referred
to as the "Option Shares."

     In this capacity, we have examined the Registration Statement, the Articles
of  Incorporation,  as amended,  and Amended and Restated Bylaws of the Company,
the records of  corporate  proceedings  of the Company and such other  statutes,
certificates,  instruments and documents  relating to the Company and matters of
law as we  have  deemed  necessary  to the  issuance  of this  opinion.  In such
examination, we have assumed, without independent investigation, the genuineness
of all  signatures,  the legal capacity of all individuals who have executed any
of the aforesaid documents, the authenticity of all documents submitted to us as
originals,  the conformity  with  originals of all documents  submitted to us as
copies (and the  authenticity  of the originals of such copies),  and all public
records  reviewed are  accurate and  complete.  As to factual  matters,  we have
relied upon statements or representations of officers and other  representatives
of the Company,  public officials or others and have not independently  verified
the matters stated therein.

     
      

<PAGE>
                                                                 Piper & Marbury
                                                                          L.L.P.

Grand Toys International, Inc.
December 15, 1998
Page 2


     Based upon the foregoing,  we are of the opinion that the sale and issuance
of the Option Shares have been duly  authorized by the Board of Directors of the
Company,  and the Option Shares when issued and paid for, as contemplated by the
Registration  Statement and as provided for in the respective option agreements,
will be validly issued, fully paid and non-assessable.

      We call  your  attention  to the fact  that the  members  of this firm who
worked on the transactions  contemplated herein are not licensed to practice law
in any jurisdiction  other than the State of New York. To the extent the laws of
Nevada are or may be applicable in rendering the foregoing opinion,  our opinion
is based  solely  upon a review of the General  Corporation  Law of the State of
Nevada. Accordingly, except as provided in the preceding sentence, we express no
opinion with respect to the laws of any jurisdiction other than the State of New
York  and  the  federal  laws  of the  United  States  typically  applicable  to
transactions of the type  contemplated by the  Registration  Statement.  Without
limiting the generality of the foregoing,  we also express no opinion concerning
compliance   with  the  laws  or  regulations  of  any  other   jurisdiction  or
jurisdictions.  We  assume no  obligation  to  supplement  this  opinion  if any
applicable  laws change after the date hereof or if we become aware of any facts
that might change the opinions expressed herein after the date hereof.

      The opinion  expressed in this letter is solely for the use of the Company
in connection with the Registration Statement. This opinion may not be relied on
by any other  person  or in any  other  connection  without  our  prior  written
approval.  The  opinion  expressed  in this letter is limited to the matters set
forth  herein,  and no other  opinion  should be  inferred  beyond  the  matters
expressly stated.

      We hereby  consent  to the  filing of this  opinion  as an  exhibit to the
Registration  Statement  and to the  reference  to us under the  heading  "Legal
Matters" in the  Registration  Statement and in the  Prospectus  included in the
Registration Statement.

                               Very truly yours,

                               /s/ Piper & Marbury L.L.P.
                             
                               Piper & Marbury L.L.P.



<PAGE>

                                  Exhibit 23.1


                            [LETTERHEAD OF KPMG LLP]



The Board of Directors
Grand Toys International, Inc.
1710 Trans Canada Highway
Dorval, Quebec
H9P 1H7


      We consent to the use of our report  incorporated  herein by reference and
to the reference to our firm under the heading "Experts" in the prospectus.




                                    /s/ KPMG LLP
                                    Chartered Accountants


Montreal, Canada
December 14, 1998
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 192954}]
{"company-data": {"conformed-name": "GRAND TOYS INTERNATIONAL INC", "cik": "0000814463", "assigned-sic": "5090", "irs-number": "870454155", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68957", "film-number": "98770067"}, "business-address": {"street1": "1710 RTE TRANSCANADIENNE", "city": "DORVAL QUEBEC CANADA", "state": "A8", "phone": "9146663200"}, "mail-address": {"street1": "1710 TRANS CANADA HIGHWAY", "street2": "H9P 1H7", "city": "DORVAL", "state": "A8"}}
As filed with the Securities and Exchange Commission on December 15, 1998
                 
                                          Registration No. 333-____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                         GRAND TOYS INTERNATIONAL, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                     Nevada
          ------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   87-0454155
                       ----------------------------------
                      (I.R.S. Employer Identification No.)

           1710 Route Transcanadienne, Dorval, Quebec, Canada H9P 1H7
           ----------------------------------------------------------
          (Address of Principal Executive Offices, including zip code)

                   Amended and Restated 1993 Stock Option Plan
              Other Options Granted to Officers, Directors and Others
              -------------------------------------------------------
                            (Full Title of the Plan)

------------------------------------------------------------------------

      Stephen Altro                                 Copy to:
        President                            Paul J. Pollock, Esq.
       Grand Toys                            Piper & Marbury L.L.P.
   International, Inc.                    1251 Avenue of the Americas
       1710 Route                              New York, NY 10020
     Transcanadienne                             (212) 835-6000
 Dorval, Quebec, Canada
         H9P 1H7
     (514) 685-2180
------------------------------------------------------------------------
(Name, Address, Including Zip Code, and Telephone Number, Including Area
Code, of Agent for Service)

                           -------------------------
      Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.

                              --------------------
      In  addition,  pursuant to Rule 416(c) under the  Securities  Act of 1933,
this  registration  statement covers an indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plan(s) described herein.
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------
 Title of Each Class Amount to    Proposed        Proposed        Amount of
 of Securities to be     be        Maximum      Maximum Aggregate Registration
     Registered     Registered Offering Price   Offering Price    Fee
                        (1)      per Share
------------------------------------------------------------------------------
 Common Stock, $.001 1,000,000      $4.38       $4,380,000.00 $1,292.10
      par value
------------------------------------------------------------------------
                    431,095        $7.65       $3,297,876.75 $972.87
------------------------------------------------------------------------
                     10,000        $5.31       $53,100.00     $15.66
------------------------------------------------------------------------
                    281,000        $5.50       $1,545,500.00 $455.92
------------------------------------------------------------------------
                     13,400        $14.35      $192,290.00    $56.73
------------------------------------------------------------------------
                     17,700        $7.50       $132,750.00    $39.16
------------------------------------------------------------------------
                      1,000        $25.00      $25,000.00      $7.38
------------------------------------------------------------------------
                      1,000        $26.10      $26,100.00      $7.70
------------------------------------------------------------------------
                      1,000        $32.65      $32,650.00      $9.63
------------------------------------------------------------------------
                      1,000        $31.25      $31,250.00      $9.22
------------------------------------------------------------------------
                      1,000        $21.90      $21,900.00      $6.46
------------------------------------------------------------------------
                        500        $13.15      $6,575.00       $1.94
------------------------------------------------------------------------
                        500        $12.20      $6,100.00       $1.80
------------------------------------------------------------------------
                        500        $11.55      $5,775.00       $1.70
------------------------------------------------------------------------
                        500        $5.95       $2,975.00       $0.88
------------------------------------------------------------------------
                        500        $9.69       $4,845.00       $1.43
------------------------------------------------------------------------
                      1,000        $6.70       $6,700.00       $1.98
------------------------------------------------------------------------
                      1,000        $3.90       $3,900.00       $1.15
------------------------------------------------------------------------
                     20,000        $4.75       $95,000.00     $28.03
------------------------------------------------------------------------
                      1,000        $6.40       $6,400.00       $1.89
------------------------------------------------------------------------
                      1,000        $5.63       $5,630.00       $1.66
------------------------------------------------------------------------
                      1,000        $5.46       $5,460.00       $1.61
------------------------------------------------------------------------
                      1,000        $6.00       $6,000.00       $1.77
------------------------------------------------------------------------
                      1,000        $7.31       $7,310.00       $2.16
------------------------------------------------------------------------
                      1,000        $6.13       $6,130.00       $1.81
------------------------------------------------------------------------
                      1,000        $2.88       $2,880.00       $0.85
------------------------------------------------------------------------
                    231,400     $5.38 (2)      $1,244,932.00 $367.25
========================================================================

              TOTAL 2,021,095                 $11,155,028.75 $3,290.73
-------------------------------------------------------------===========
     (1) This Registration  Statement also includes an indeterminable  number of
shares of Common Stock which may be issued under the antidilution  provisions of
the plans.

     (2) Estimated  solely for purposes of calculating the  registration  fee in
accordance  with Rule 457 under the  Securities  Act of 1933,  as  amended,  and
constitutes  the  average  of the bid and  asked  price of the  Common  Stock as
reported on the Nasdaq SmallCap Market on December 7, 1998.
PROSPECTUS

                         GRAND TOYS INTERNATIONAL, INC.

                        1,746,595 Shares of Common Stock

      The Selling  Stockholders  have the right to determine  both the number of
shares  they will offer and the time or times  when they will offer the  shares.
They may sell the shares at the market  price at the time of the sale or at such
other prices as they may negotiate.

      Grand will not receive any of the  proceeds  from the  offering,  but will
receive  an  aggregate  of  $9,546,297  if all the  options  granted to date are
exercised.  The exercise price of options remaining to be granted under the Plan
shall be  determined  by the  closing  price of the  Common  Stock on the Nasdaq
SmallCap Market on the date of the grant.

      The Common Stock is quoted on the Nasdaq  SmallCap Market under the symbol
"GRIN." On December  7, 1998,  the  closing  sale price of the Common  Stock was
$5.00 per share.

  INVESTMENT IN THE COMMON STOCK INVOLVES A HIGH DEGREE OF RISK.
              SEE "RISK FACTORS" BEGINNING ON PAGE 4.

          NEITHER THE SECURITIES AND EXCHANGE COMMISSION
         NOR ANY STATE SECURITIES COMMISSION HAS APPROVED
         OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON
            THE ADEQUACY OR ACCURACY OF THE PROSPECTUS.
     ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

          The date of this Prospectus is December 15, 1998.
A  Registration  Statement  on Form  S-8,  together  with all  amendments,
exhibits and  documents  incorporated  therein by reference  (the  "Registration
Statement") has been filed with the Commission under the Securities Act of 1933,
as amended (the  "Securities  Act"),  with respect to the Shares offered by this
Prospectus. This Prospectus does not contain all of the information set forth in
the Registration Statement and the exhibits and schedules thereto, certain parts
of which  are  omitted  in  accordance  with the rules  and  regulations  of the
Commission.  Statements  made  in  this  Prospectus  as to the  contents  of any
contract,  agreement,  exhibit  or other  document  referred  to herein  are not
necessarily  complete,  and each  statement  is  qualified  in all  respects  by
reference to the copies of documents  filed or  incorporated  by reference as an
exhibit to the  Registration  Statement or otherwise  filed with the Commission.
See also "Incorporation of Certain Documents by Reference."

      The Company  intends to furnish to holders of Common Stock for each fiscal
year an annual report which contains consolidated  financial statements prepared
in accordance with United States generally  accepted  accounting  principles and
audited and reported on, with an opinion  expressed  by, an  independent  public
accounting firm, and such other reports as may be required by law.

                                       2
INCORPORATION   OF  CERTAIN   DOCUMENTS  BY  REFERENCE  

     The following  documents (or parts  thereof)  filed by the Company with the
SEC are incorporated by reference in this Prospectus:

      1.   The Annual  Report on Form  10-KSB  for the fiscal  year
           ended December 31, 1997;

      2.   The  Quarterly  Reports  on Form  10-Q  for  the  fiscal
           quarters  ended  March  31,  1998,  June,  30,  1998 and
           September 30, 1998;

      3.   Proxy  Statement,  dated  April 24,  1998 for the Annual
           Meeting of Stockholders held on May 28, 1998;

      4.   All other  reports  filed  pursuant to Section  13(a) or
           15(d) of the  Exchange  Act since the end of the  fiscal
           year  covered by the annual  report  referred  to in (1)
           above; and

      5.   The  description  of the  Common  Stock  contained  in the  
           Company's registration  statement filed under the Exchange Act 
           registering such Common Stock under Section 12 of the Exchange
           Act,  including  any amendment or report filed for the purpose 
           of updating such  description.

All documents  filed by the Company  pursuant to Sections 13(a),  13(c),  14, or
15(d) of the  Exchange  Act after the date of this  Prospectus  and prior to the
filing of a post-effective amendment indicating that all of the Shares have been
sold,  or   deregistering   all  of  the  Shares  that,  at  the  time  of  such
post-effective  amendment,  remain unsold, shall be deemed to be incorporated by
reference in this  Prospectus and to be a part hereof from the date of filing of
such documents.  Any statement contained herein or in any document  incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement  contained herein or in any other
subsequently  filed  document,  which also is or is deemed to be incorporated by
reference  herein,  modifies or  supersedes  such  statement.  Any  statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.

      The Company shall  furnish  without  charge to each person,  including any
beneficial  owner,  to whom a copy of this  Prospectus  is  delivered,  upon the
written or oral  request of such person,  a copy of any or all of the  documents
which  are  incorporated  by  reference  herein  (other  than  exhibits  to such
documents,  unless such exhibits are specifically incorporated by reference into
such  documents).  Written or telephone  requests for such  documents  should be
directed  to  Mr.  Ron   Goldenberg,   Chief  Financial   Officer,   Grand  Toys
International, Inc., 1710 Route Transcanadienne, Dorval, Quebec H9P 1H7, Canada.
The Company's telephone number is (514) 685-2180.

                                       3
RISK FACTORS

      Investing  in Grand's  Common  Stock is very risky.  You should  carefully
consider the following  factors and other  information in this Prospectus before
deciding to invest in the shares. If you are not in a financial position to bear
a complete loss of your  investment,  you should not purchase any of the shares.
Portions of this  Prospectus and information  incorporated  into this Prospectus
contain  certain   "forward   looking"   statements   which  involve  risks  and
uncertainties.  Grand's actual results may differ significantly from the results
discussed in the forward  looking  statements.  Although Grand believes that the
assumptions  underlying  the forward  looking  statements  contained  herein and
incorporated  herein by reference are reasonable,  any of the assumptions  could
prove inaccurate and cause such forward looking statements to be inaccurate.

      Possible  Conflicts of Interest.  Certain  relationships  among Grand, its
management  and  affiliates  create  various  potential and actual  conflicts of
interest. Although it is Grand's policy for all material affiliated transactions
and loans to be made or  entered  into on terms  that are no less  favorable  to
Grand than those that can be obtained  from  unaffiliated  third parties and for
such  transactions to be approved by a majority of the directors who do not have
an interest in the transaction, certain situations may arise in the future where
such persons would be required to determine  whether  actions that could benefit
or negatively  impact  Grand,  could  negatively  impact or benefit the personal
interests of that person.

      Dependence  on Existing  Management.  Grand's  success is dependent on the
expertise,  experience  and  continued  services  of  Stephen  Altro,  Chairman,
President and a director of Grand;  David Mars,  Vice Chairman and a director of
Grand;  and Ron Goldenberg,  Executive Vice President , Chief Financial  Officer
and a director. Most decisions concerning the conduct of Grand business are made
or  significantly  influenced by such persons.  The loss or  interruption of the
services of such persons  could have a material  adverse  effect on the Company.
The  Company  does not  maintain  "key  man"  insurance  on the life of any such
persons. The Company has entered into employment agreements, expiring on October
31, 2000,  with each of Messrs.  Altro,  Mars and Goldenberg,  which  employment
agreements include, among other things, provisions restricting such persons from
competing with Grand during the term of their employment and for a period of two
years  thereafter  if their  employment  with Grand is  terminated  for cause or
voluntarily  by such persons.  In the event of the loss of any such persons,  no
assurances  can be given that the Company will be able to obtain the services of
adequate replacement personnel.

      Control  by  Certain  Existing  Shareholders.   Messrs.  Altro,  Mars  and
Goldenberg,  directors and executive officers of Grand (together with members of
their  immediate  families),  beneficially  own  approximately  35.6% of Grand's
currently  issued and  outstanding  stock.  In addition,  the foregoing  persons
beneficially  own options to purchase an aggregate of 1,381,095  shares  offered
under this Prospectus,  which options,  if exercised in full,  together with the
shares  of  Common  Stock   currently   beneficially   owned,   would  represent

                                       4
approximately 55.5% of Grand's issued and outstanding capital stock. Further, of
these, options to purchase 431,095 shares are intended to represent an aggregate
of 24.16% of the issued and  outstanding  capital stock on a fully diluted basis
and are,  therefore,  subject to increase or decrease  based upon changes in the
number of shares of Grand's  Common Stock from time to time  outstanding.  These
adjustment provisions would have the effect of protecting these shareholders, in
part, from dilution as a result of the subsequent issuances of stock by Grand.

      By virtue of the number of shares of Common  Stock and options to purchase
Common Stock owned by Messrs. Altro, Mars and Goldenberg, such persons will have
the ability to determine  the election of all of Grand's  directors  and control
most corporate  actions.  Messrs.  Mars, Altro and Goldenberg could,  therefore,
vote  against  certain  corporate   activities  that  could  benefit  the  other
shareholders  of Grand,  or in favor of certain  actions that could benefit them
but not be in the best  interests  of Grand's  other  shareholders,  such as any
merger or acquisition or other takeover  proposition  offers Grand could receive
in the future from third parties.

      Dilutive  Effect of Unissued  Shares;  Outstanding  Options and  Warrants.
There are currently  1,557,597 shares of Common Stock  outstanding,  and options
and  warrants  to  acquire  an  additional  1,924,695,  shares of Common  Stock,
including the shares offered under this Prospectus,  are also  outstanding.  The
voting  power of each holder of Common stock would be diluted by the issuance of
these additional shares of Common Stock.  Moreover,  the prevailing market price
for the Common Stock may be materially and adversely affected by the addition of
a  substantial  number of shares of Common Stock,  including the shares  offered
hereby,  into the market or by registration under the Securities Act of the sale
of the shares underlying such options and warrants. See "Dilution."

      Risks of  Acquisitions.  Grand may at times become involved in discussions
with potential acquisition candidates.  However, there can be no assurances that
Grand  will  identify  and/or   consummate  any   acquisitions,   or  that  such
acquisitions,  if  completed,  will be  successful.  In  addition,  should Grand
consummate an  acquisition,  such  acquisition  could have an adverse  effect on
Grand's liquidity and earnings.

      New Products. As a result of changing consumer preferences,  many products
in the toy industry are successfully  marketed for only one or two years. In the
event a new product does not receive sufficient market acceptance,  Grand may be
required to sell  inventory,  if any exists,  of such  products at a substantial
discount. Accordingly, Grand's success is dependent in large part on its ability
to secure the rights to distribute  new products and to secure new character and
well-known  brand name licenses for existing or new product lines.  There can be
no assurance, however, that any new products will be successful or meet with the
same success as Grand's existing products.

      Government Regulation. Grand is subject to the provisions of various laws,
certain  of which  have been  enacted by the  Federal  Government  of Canada and
others which have been enacted by the  government  of the Province of Quebec and
other Canadian provinces. The laws of Canada, to which Grand is subject, include
the Hazardous  Products Act which  empowers the  government to protect  children

                                       5
from hazardous toys and other articles.  Under that legislation,  the government
has the authority to exclude from the market those  articles  which are found to
be hazardous.  Grand is also subject to the Consumer  Packaging and Labeling Act
enacted by the government of Canada,  which legislation  prohibits the importing
into  Canada of  prepackaged  items and  which  prohibits  the sale or import or
advertising in Canada of items which have misleading information on their label.

      Competition.  Competition  in the toy  industry  is  intense.  Many  other
companies  involved  in such  businesses  in Canada and the United  States  have
greater financial resources than the Company,  and larger sales forces,  greater
name recognition,  larger  facilities for product  development and products that
may be more competitively priced than the Grand's products.

      No Dividends. Grand has not paid any cash or other dividends on its Common
Stock  and  does  not  expect  to  declare  or pay  any  cash  dividends  in the
foreseeable future. In addition,  Grand's current credit agreement with its bank
restricts the payment of any dividends without the bank's prior consent.

      Risks  Associates  with the Year  2000.  The Year 2000  issue  arose  from
computer programs which were written using two digits rather than four to define
the applicable year. For example,  date-sensitive  software may recognize a date
using "00" as the Year 1900 rather than the Year 2000. Such misrecognition could
result in system failures or miscalculations  causing disruptions of operations,
including,  among others, a temporary  inability to process  transactions,  send
invoices or engage in similar normal business activities.

      We rely on our  systems in  operating  and  monitoring  all aspects of our
business.  We also rely on the external  systems of our suppliers and resellers.
We have identified all of our significant  internal software  applications which
contain source codes that may be unable to appropriately interpret the Year 2000
and have already begun to fix or replace those applications.  We have determined
that all of our systems are Year 2000 compliant.

      In addition,  we have  started to ask our major  suppliers  and  resellers
about their progress in identifying and addressing  problems related to the Year
2000.  Certain of these  companies  have informed us that they do not anticipate
problems in their business operations due to Year 2000 compliance issues. We are
currently  unable to determine  the extent to which Year 2000 issues will affect
our other  suppliers and resellers or the extent to which we would be vulnerable
to their failure to fix any of their Year 2000 problems.

                                 USE OF PROCEEDS

      Grand will not realize any proceeds  from the sale of the Shares which may
be sold pursuant to this  Prospectus but will derive  proceeds of  approximately
$9,546,297 if all of the options are exercised.  Such proceeds will be available

                                       6
to Grand for working capital and general corporate purposes. No assurance can be
given,  however,  as to when or if any or all of the options will be  exercised.
See "Selling Stockholders" and "Plan of Distribution."

                             DILUTION

      We are  authorized to issue  50,000,000  shares of Common  Stock.  Of such
shares 1,577,597 shares are issued and outstanding,  300,000 shares are reserved
for issuance  upon the exercise of options  granted  under  Grand's  Amended and
Restated 1993 Stock Option Plan (the "Plan") and  1,856,095  shares are reserved
for issuance  upon the exercise of warrants and options  granted  outside of the
Plan.

In certain cases, the officers, directors and present stockholders of Grand have
acquired their shares at a cost  substantially  lower than that which  investors
will pay for the Common Stock offered  hereby.  As a result,  anyone  purchasing
shares in this offering  could incur dilution in the net tangible book value per
share. See "Risk Factors - Dilutive Effect of Unissued Shares."

                       SELLING STOCKHOLDERS

Identity of Selling  Stockholders;  Number of Shares Offered.

     The  following  table sets forth (i) the name of each Selling  Stockholder,
(ii) the nature of any position,  office, or other material  relationship  which
each such Selling  Stockholder has had with the Company or any of its affiliates
within the last three years, (iii) the number of shares of Common Stock owned by
each such Selling  Stockholder prior to the offering,  (iv) the number of shares
of Common Stock offered for each such Selling Stockholder's account, and (v) the
number of shares of Common Stock and the  percentage  owned by each such Selling
Stockholder after completion of the offering.

                                             Number   Number of   
                                of Shares    of       Shares
                                Owned        Shares   Owned     Percentage
Selling      Relationship to    Prior to     to be    After     Owned After     
Stockholder  Company            Offering     be Sold  Offering  Offering (1)
-----------  ----------------   --------     -------  --------  -----------

Stephen     Chairman and      1,232,853(2)   611,265  621,588    28.4%
Altro       Director                 

Lawrence    President,   Chief  170,000(7)   140,000  30,000      1.7%
Bernstein   Executive  Officer       
            and Director

David Mars  Vice  Chairman and 1,232,853(3)  611,265  621,588    28.4%
            Director                 

Ron         Executive     Vice   780,153(4)  158,565  621,588    35.8%
Goldenberg  President,   Chief       
            Financial  Officer
            and Director

Elliot L.   Director              55,500(5)   55,500        0         0
Bier                                 

James B.    Director              85,000(6)   30,000   55,000      3.4%
Rybakoff                             

Robert Finn                      170,000(7)  140,000   30,000      1.7%
                                     

                                       7
(1) Computed on the basis of 1,577,597 shares of Common Stock  outstanding,
and,  with  respect to those  persons  holding  warrants  or options to purchase
Common Stock exercisable  within sixty (60) days, the number of shares of Common
Stock that are issuable upon the exercise thereof.

     (2) Includes  currently  exercisable  options to purchase 611,265 shares of
Common Stock. Amgo Investments, Inc. ("Amgo"), a corporation controlled by David
Mars, Stephen Altro and Ron Goldenberg, owns 561,588 shares of Common Stock. Mr.
Altro's interest in Amgo is owned of record by 2870304 Canada, Inc., a privately
held  corporation  controlled by Mr. Altro, of which his wife and children,  the
only other  shareholders of such  corporation,  are minority  shareholders.  Mr.
Altro disclaims beneficial ownership of (a) 248,770 shares of Common Stock owned
by Amgo and beneficially owned by Mr. Mars and (b) 64,048 shares of Common Stock
owned by Amgo and beneficially owned by Mr. Goldenberg.

     (3) Includes  currently  exercisable  options to purchase 611,265 shares of
Common Stock.  Mr. Mars' interest in Amgo is owned of record by 2884330  Canada,
Inc., a privately held corporation controlled by Mr. Mars, of which his wife and
children,  the  only  other  shareholders  of  such  corporation,  are  minority
shareholders.  Mr. Mars disclaims  beneficial ownership of (a) 248,770 shares of
Common  Stock owned by Amgo and  beneficially  owned by Mr. Altro and (b) 64,048
shares of Common Stock owned by Amgo and beneficially owned by Mr. Goldenberg.

     (4) Includes  currently  exercisable  options to purchase 158,565 shares of
Common Stock.  Mr.  Goldenberg's  interest in Amgo is owned of record by 2884348
Canada,  Inc., a privately held  corporation  controlled by Mr.  Goldenberg,  of
which his wife, the only other  shareholder of such  corporation,  is a minority
shareholder. Mr. Goldenberg disclaims beneficial ownership of (a) 248,770 shares
of  Common  Stock  owned by Amgo and  beneficially  owned by Mr.  Altro  and (b)
248,770 shares of Common Stock owned by Amgo and beneficially owned by Mr. Mars.

     (5) Represents  currently  exercisable options to purchase 55,500 shares of
Common Stock.

     (6) Represents currently  exercisable (a) options to purchase 30,000 shares
of Common Stock and (b) warrants to purchase 55,000 shares of Common Stock owned
of record by Akin Bay Company  L.L.C.  of which Mr.  Rybakoff  is a  controlling
member.

     (7) Includes  currently  exercisable  options to purchase 140,000 shares of
Common Stock.

      Stephen  Altro has been the Chairman  and a director of the Company  since
July 20, 1993 and was also  President  of the Company  until He has held similar
positions with Grand Canada, the Company's Canadian  operating  subsidiary,  for
over 35 years.  Mr. Altro  co-founded  Grand Canada with David Mars more than 35
years ago.

      Lawrence  Bernstein  has been and director of the Company  since July 1998
and President and Chief  Executive  Officer of the Company since September 1998.
From  July  1994 to  July  1998,  Mr.  Bernstein  owned  and  operated  Rockport
Entertainment,  a private  company  that  provided  consulting  services  to toy
distributors. From June 1989 to August 1994, Mr. Bernstein was an Executive Vice
President of Hasbro, Inc. ("Hasbro") and President of Hasbro's toy division.

                                       8
David Mars has been the Vice  Chairman  since  1995 and a director  of the
Company since July 20, 1993. He has held similar positions with Grand Canada for
over 35 years.  Mr. Mars co-founded Grand Canada with Stephen Altro more than 35
years ago.

      Ron  Goldenberg has been Vice  President,  Chief  Financial  Officer and a
director of the Company since July 20, 1993. Prior to such time, he was the Vice
President of Finance and Chief Financial  Officer of Grand Canada for over seven
years. Mr. Goldenberg is a chartered public accountant in Canada.

      Elliot L. Bier has been a director of the Company  since July 20, 1993. He
has been a practicing attorney in Montreal for the last 20 years. He is a senior
partner in Adessky Poulin, the Company's Canadian legal counsel.

      James B. Rybakoff is the President of Akin Bay Company, an investment bank
and brokerage firm, which Mr. Rybakoff  co-founded in 1990. From 1992 to 1993 he
served as an  associate  for  Zilkha & Company,  an  international  mergers  and
acquisition investment banking and strategic planning firm.

                       PLAN OF DISTRIBUTION

      Grand will  receive no part of the  proceeds of any sales made  hereunder.
See "Use of Proceeds."  Grand will pay all expenses of registration  incurred in
connection  with this offering and in  connection  with the offering and sale of
the Shares, other than commissions,  discounts and fees of underwriters, dealers
or agents.  All selling and other expenses incurred by the Selling  Stockholders
will be borne by the Selling Stockholders.

      The  Selling  Stockholders  and any  broker-dealers  participating  in the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of  the  1933  Act,  and  any   commissions  or  discounts  given  to  any  such
broker-dealer may be regarded as underwriting commissions or discounts under the
1933 Act.

      The  Selling  Stockholders  may from time to time sell all or a portion of
the Shares on the Nasdaq  SmallCap  market or on any other  national  securities
exchange  on which the  Common  Stock may be listed  or  traded,  in  negotiated
transactions  or  otherwise,  at prices then  prevailing  or related to the then
current market price or at negotiated  prices. The Shares will not be sold in an
underwritten public offering. The Shares may be sold directly or through brokers
or  dealers.  The methods by which the Shares may be sold  include:  (a) a block
trade (which may involve  crosses) in which the broker or dealer so engaged will
attempt to sell the Shares as agent but may position and resell a portion of the
block as principal to facilitate the  transaction;  (b) purchases by a broker or
dealer as principal and resale by such broker or dealer for its account pursuant
to this  Prospectus;  (c) ordinary  brokerage  transactions  and transactions in

                                       9
which the broker solicits purchasers; and (d) privately negotiated transactions.
In effecting  sales,  brokers and dealers  engaged by Selling  Stockholders  may
arrange  for other  brokers or dealers to  participate.  Brokers or dealers  may
receive  commissions  or discounts  from Selling  Stockholders  (or, if any such
broker-dealer  acts  as  agent  for the  purchaser  of such  shares,  from  such
purchaser)  in amounts to be  negotiated  which are not expected to exceed those
customary in the types of transactions  involved.  Broker-dealers may agree with
the  Selling  Stockholders  to  sell a  specified  number  of such  shares  at a
stipulated price per share,  and, to the extent such  broker-dealer is unable to
do so acting as agent for a Selling  Stockholder,  to purchase as principal  any
unsold shares at the price required to fulfill the  broker-dealer  commitment to
such Selling  Stockholder.  Broker-dealers  who acquire  shares as principal may
thereafter  resell  such  shares  from time to time in  transactions  (which may
involve  crosses  and  block   transactions  and  sales  to  and  through  other
broker-dealers,  including  transactions of the nature  described  above) in the
over-the-counter  market or otherwise at prices and on terms then  prevailing at
the time of sale, at prices then related to the then-current  market price or in
negotiated  transactions and, in connection with such resales,  may receive from
the purchasers of such shares commissions as described above.

      In  connection  with  the   distribution   of  the  Shares,   the  Selling
Stockholders  may  enter  into  hedging  transactions  with  broker-dealers.  In
connection with such  transactions,  broker-dealers may engage in short sales of
the Shares in the course of hedging the  positions  they assume with the Selling
Stockholders.  The  Selling  Stockholders  may also  sell the  Shares  short and
redeliver the Shares to close out the short positions.  The Selling Stockholders
may also enter into  option or other  transactions  with  broker-dealers,  which
require  the  delivery  to  the   broker-dealer  of  the  Shares.   The  Selling
Stockholders  may also loan or pledge  the  Shares  to a  broker-dealer  and the
broker-dealer  may sell the Shares so loaned or upon a default the broker-dealer
may effect  sales of the  pledged  shares.  In addition  to the  foregoing,  the
Selling  Stockholders  may enter into, from time to time, other types of hedging
transactions.

      The  Selling  Stockholders  and any  broker-dealers  participating  in the
distributions  of the  Shares  may be deemed  to be  "underwriters"  within  the
meaning of  Section  2(11) of the  Securities  Act and any profit on the sale of
Shares by the Selling Stockholders and any commissions or discounts given to any
such  broker-dealer  may be deemed to be  underwriting  commissions or discounts
under the Securities Act.

      The Shares may also be sold pursuant to Rule 144 under the  Securities Act
beginning one year after the Shares were issued,  provided such date is at least
90 days after the date of this Prospectus.

      Grand has filed the Registration Statement, of which this Prospectus forms
a part,  with respect to the sale of the Shares.  There can be no assurance that
the Selling Stockholders will sell any or all of the Shares offered hereunder.

                                       10
INDEMNIFICATION

      The  rights of the  Company or its  stockholders  to sue any  director  or
officer of the Company for  misconduct in conducting  the affairs of the Company
as an officer or director is limited by Article XII of the Company's Articles of
Incorporation  and Nevada  statutory  law to cases for  damages  resulting  from
breaches of fiduciary duties involving acts or omissions  involving  intentional
misconduct,  fraud,  knowing  violations  of the law or the unlawful  payment of
dividends. Ordinary negligence is not a ground for such a suit. The statute does
not limit the liability of directors or officers for monetary  damages under the
federal  securities  laws.  The  Company  also has the  obligation,  pursuant to
Article IX of the Company's  Amended and Restated  Bylaws,  to indemnify any and
all of its  directors or officers or former  directors or officers or any person
who may  have  served  at its  request  as a  director  or  officer  of  another
corporation  in which the Company owns shares of capital stock or of which it is
a creditor against expenses actually and necessarily incurred by any such person
in connection  with the defense of any action,  suit or proceeding in which such
person is made a party,  by reason of being or having been a director or officer
of the Company,  or of such other corporation,  except in relation to matters as
to which any such person shall be adjudged in such action, suit or proceeding to
be liable for negligence or misconduct in the performance of duty.

      The Company  maintains a  directors'  and  officers'  liability  insurance
policy  covering  certain  liabilities  that may be  incurred by  directors  and
officers in connection with the performance of their duties.  The entire premium
for such  insurance is paid by the  Company.  Accordingly,  indemnification  may
occur  for   liabilities   arising  under  the   Securities   Act.   Insofar  as
indemnification  for  liabilities  arising  under  the  Securities  Act  may  be
permitted  for  directors,  officers  and  controlling  persons  of the  Company
pursuant to the foregoing provisions or otherwise,  the Company has been advised
that,  in  the  opinion  of  the  Securities  and  Exchange   Commission,   such
indemnification  is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

                           LEGAL MATTERS

      The legality of the securities  offered by this Prospectus has been passed
upon for Grand by Piper & Marbury L.L.P., 1251 Avenue of the Americas, New York,
New York 10020.

                              EXPERTS

     The  consolidated  financial  statements and schedules of Grand for each of
the  years  in  the  three-year  period  ended  December  31,  1997,  have  been
incorporated  by  reference   herein  in  reliance  upon  the  report  of  KPMG,
independent certified public accountants, and upon the authority of said firm as
experts in accounting and auditing.

                                       11
PART II

            INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 3.  Incorporation of Documents by Reference.

The following documents (or parts thereof) filed by the Company with the SEC are
incorporated by reference in this Prospectus:

      1.   The Annual  Report on Form  10-KSB  for the fiscal  year
           ended December 31, 1997;

      2.   The  Quarterly  Reports  on Form  10-Q  for  the  fiscal
           quarters  ended  March  31,  1998,  June,  30,  1998 and
           September 30, 1998;

      3.   Proxy  Statement,  dated  April 24,  1998 for the Annual
           Meeting of Stockholders held on May 28, 1998;

      4.   All other  reports  filed  pursuant to Section  13(a) or
           15(d) of the  Exchange  Act since the end of the  fiscal
           year  covered by the annual  report  referred  to in (1)
           above; and

      5.   The  description  of the  Common  Stock  contained  in the  Company's
           registration  statement filed under the Exchange Act registering such
           Common Stock under  Section 12 of the  Exchange  Act,  including  any
           amendment or report filed for the purpose of updating such
           description.

All documents  filed by the Company  pursuant to Sections 13(a),  13(c),  14, or
15(d) of the  Exchange  Act after the date of this  Prospectus  and prior to the
filing of a post-effective amendment indicating that all of the Shares have been
sold,  or   deregistering   all  of  the  Shares  that,  at  the  time  of  such
post-effective  amendment,  remain unsold, shall be deemed to be incorporated by
reference in this  Prospectus and to be a part hereof from the date of filing of
such documents.  Any statement contained herein or in any document  incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement  contained herein or in any other
subsequently  filed  document,  which also is or is deemed to be incorporated by
reference  herein,  modifies or  supersedes  such  statement.  Any  statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.

The  Company  shall  furnish  without  charge  to  each  person,  including  any
beneficial  owner,  to whom a copy of this  Prospectus  is  delivered,  upon the
written or oral  request of such person,  a copy of any or all of the  documents
which  are  incorporated  by  reference  herein  (other  than  exhibits  to such
documents,  unless such exhibits are specifically incorporated by reference into
such  documents).  Written or telephone  requests for such  documents  should be
directed  to  Mr.  Ron   Goldenberg,   Chief  Financial   Officer,   Grand  Toys
International, Inc., 1710 Route Transcanadienne, Dorval, Quebec H9P 1H7, Canada.
The Company's telephone number is (514) 685-2180.

                                       II-1
Item 4.  Description of Securities.

      Not applicable.

Item 5.  Interests of Named Experts and Counsel.

      None

Item 6.  Indemnification of Directors and Officers

      The  rights of the  Company or its  stockholders  to sue any  director  or
officer of the Company for  misconduct in conducting  the affairs of the Company
as an officer or director is limited by Article XII of the Company's Articles of
Incorporation  and Nevada  statutory  law to cases for  damages  resulting  from
breaches of fiduciary duties involving acts or omissions  involving  intentional
misconduct,  fraud,  knowing  violations  of the law or the unlawful  payment of
dividends. Ordinary negligence is not a ground for such a suit. The statute does
not limit the liability of directors or officers for monetary  damages under the
federal  securities  laws.  The  Company  also has the  obligation,  pursuant to
Article IX of the Company's  Amended and Restated  Bylaws,  to indemnify any and
all of its  directors or officers or former  directors or officers or any person
who may  have  served  at its  request  as a  director  or  officer  of  another
corporation  in which the Company owns shares of capital stock or of which it is
a creditor against expenses actually and necessarily incurred by any such person
in connection  with the defense of any action,  suit or proceeding in which such
person is made a party,  by reason of being or having been a director or officer
of the Company,  or of such other corporation,  except in relation to matters as
to which any such person shall be adjudged in such action, suit or proceeding to
be liable for negligence or misconduct in the performance of duty.

      The Company  maintains a  directors'  and  officers'  liability  insurance
policy  covering  certain  liabilities  that may be  incurred by  directors  and
officers in connection with the performance of their duties.  The entire premium
for such  insurance is paid by the  Company.  Accordingly,  indemnification  may
occur  for   liabilities   arising  under  the   Securities   Act.   Insofar  as
indemnification  for  liabilities  arising  under  the  Securities  Act  may  be
permitted  for  directors,  officers  and  controlling  persons  of the  Company
pursuant to the foregoing provisions or otherwise,  the Company has been advised
that,  in  the  opinion  of  the  Securities  and  Exchange   Commission,   such
indemnification  is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

                                       II-2
Item 7.  Exemption from Registration Claimed

      Not Applicable.

Item 8.  Exhibits

Exhibit No.     Description
-----------     ------------

4.1        Grand Toys  International,  Inc.  Amended  and  Restated
           1993 Stock Option Plan (the "Plan").  (1)

4.2        Form of  Stock  Option  Agreement  for  options  granted
           under the Plan.  (2)

4.3        Stock Option Agreement  between the Company and James B.
           Rybakoff, dated August 14, 1997.  (2)

4.4        Stock Option  Agreement  between the Company and Stephen
           Altro, dated August 14, 1997.  (2)

4.5        Stock  Option  Agreement  between  the Company and David
           Mars, dated August 14, 1997.  (2)

4.6        Stock  Option  Agreement  between  the  Company  and Ron
           Goldenberg, dated August 14, 1997.  (2)

4.7        Stock  Option  Agreement  between the Company and Elliot
           Bier, dated August 14, 1997.  (2)

4.8        Stock Option  Agreement  between the Company and Stephen
           Altro, dated May 28, 1996.  (2)

4.9        Stock  Option  Agreement  between  the Company and David
           Mars, dated May 28, 1996.  (2)

4.10       Stock  Option  Agreement  between  the  Company  and Ron
           Goldenberg, dated May 28, 1996.  (2)

4.11       Stock  Option  Agreement  between the Company and Elliot
           L. Bier, dated October 1, 1996.  (2)

4.12       Stock Option Agreement  between the Company and Lawrence
           Bernstein, dated July 30, 1998.  (2)

4.13       Stock  Option  Agreement  between the Company and Robert
           Finn, dated July 30, 1998.  (2)

                                      II-3
5.1        Opinion of Piper & Marbury  L.L.P.,  as to the  legality
           of the securities being registered.  (2)

23.1       Consent of KPMG Peat Marwick.  (2)

23.2       Consent  of Piper &  Marbury,  L.L.P  (contained  in its
           Opinion filed as part of Exhibit 5.1)

24.1       Powers of Attorney  (included on the  signature  page of
           the registration statement).

------------------
(1)   Filed as Appendix A to the Company's  Definitive  Proxy  Statement for the
      Annual Meeting of Shareholders held on June 6, 1995.

(2)   Filed with this registration statement.

Item 9.  Undertakings.

(a)   The undersigned registrant hereby undertakes to:

      (1) file,  during any period in which  offers or sales are being  made,  a
post-effective amendment to this registration statement:

          (i) include any prospectus  required by section  10(a)(3) of 
Securities Act of 1933, as amended (the "Securities Act");

          (ii) reflect in the prospectus  any  facts or events arising after the
effective date of this registration statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in this registration  statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and  any  deviation  from  the  high  or low end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume  and price  represent  no more than 20  percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement; and

          (iii) include any additional or changed material  information on the 
plan of distribution.

                                       II-4
provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the  information  required to be included in a  post-effective  amendment  by
those  paragraphs is contained in periodic reports filed by the Company pursuant
to Section 13 or Section  15(d) of the  Exchange  Act that are  incorporated  by
reference in the Registration Statement.

      (2) That for the purpose of determining any liability under the Securities
Act, treat each such post-effective amendment as a new registration statement of
the  securities  offered,  and the offering of the securities at that time to be
the initial bona fide offering.

      (3) To file a post-effective  amendment to remove from registration any of
the securities that remain unsold at the end of the offering.

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
may be permitted to  directors,  officers and  controlling  persons of the small
business issuer pursuant to the foregoing  provisions,  or otherwise,  the small
business  issuer has been  advised  that in the opinion of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such liabilities (other than the payment by the small business issuer of
expenses  incurred or paid by a director,  officer or controlling  person of the
small  business  issuer  in the  successful  defense  of  any  action,  suit  or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered, the small business issuer will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.

                                       II-5
SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of New York,  State of New  York,  on this 15th 
day of December, 1998.

                               GRAND TOYS INTERNATIONAL, INC.

                               By:   /s/ Lawrence Bernstein
                                  ------------------------------------
                                    Lawrence Bernstein
                                    President, Chief Executive Officer
                                    and Director

                         POWER OF ATTORNEY

      Each  person  whose  signature  appears  below  constitutes  and  appoints
Lawrence Bernstein and Ron Goldenberg, or either of them, each with the power of
substitution,  his or her  attorney-in-fact,  to sign any amendments  (including
post-effective  amendments) to this Registration Statement and to file the same,
with  exhibits  thereto and other  documents in connection  therewith,  with the
Securities  and Exchange  Commission,  hereby  ratifying and confirming all that
each of said attorney-in-fact,  or his or her substitute, may do or choose to be
done by virtue hereof.

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the dates indicated:

Signature                      Title                        Date
---------                      -----                        ----

/s/ Lawrence Bernstein         President, Chief Executive December 15, 1998
----------------------         Officer and Director
Lawrence Bernstein

/s/ Stephen Altro              Chairman and Director      December 15, 1998
----------------------
Stephen Altro

/s/ David Mars                 Vice Chairman and Director December 15, 1998
----------------------
David Mars

/s/ Ron Goldenberg             Executive Vice President,  December 15, 1998
----------------------         Chief Financial and Director
Ron Goldenberg

/s/ Elliot L. Bier             Director                   December 15, 1998
----------------------
Elliot L. Bier

/s/ James B. Rybakoff          Director                   December 15, 1998
----------------------
James B. Rybakoff

                                      II-6
EXHIBIT INDEX

Exhibit No.     Description                                           Page
----------      -----------                                           ----

4.1        Grand Toys International, Inc. Amended and Restated 1993
           Stock Option Plan (the "Plan").  (1)

4.2        Form of  Stock  Option  Agreement  for  options  granted
           under the Plan.                                            22

4.3        Stock Option Agreement between the Company and James B.
           Rybakoff, dated August 14, 1997.                           25

4.4        Stock Option  Agreement  between the Company and Stephen
           Altro, dated August 14, 1997.                              29

4.5        Stock  Option  Agreement  between  the Company and David
           Mars, dated August 14, 1997.                               33

4.6        Stock  Option  Agreement  between  the  Company  and Ron
           Goldenberg,  dated August 14, 1997.                        37

4.7        Stock  Option  Agreement  between the Company and Elliot
           Bier, dated August 14, 1997.                               41

4.8        Stock Option  Agreement  between the Company and Stephen
           Altro, dated May 28, 1996.                                 45

4.9        Stock  Option  Agreement  between  the Company and David
           Mars, dated May 28, 1996.                                  50

4.10       Stock  Option  Agreement  between  the  Company  and Ron
           Goldenberg, dated May 28, 1996.                            55

4.11       Stock  Option  Agreement  between the Company and Elliot
           L. Bier, dated October 1, 1996.                            60

4.12       Stock Option Agreement between the Company and Lawrence
           Bernstein, dated July 30, 1998.                            65

4.13       Stock  Option  Agreement  between the Company and Robert
           Finn,  dated July 30, 1998.                                69

5.1        Opinion of Piper & Marbury  L.L.P.,  as to the  legality
           of the securities being registered.                        73

                                      II-7
Exhibit No.     Description                                           Page
----------      -----------                                           ----

23.1       Consent of KPMG Peat Marwick.                              75

23.2       Consent  of Piper &  Marbury,  L.L.P  (contained  in its
           Opinion filed as part of Exhibit 5.1)

24.1       Powers of Attorney  (included on the  signature  page of
           the registration statement).

-------------
(1) Filed as Appendix A to the  Company's  Definitive  Proxy  Statement  for the
Annual Meeting of Shareholders held on June 6, 1995.

                                      II-8
Exhibit 4.2

                         GRAND TOYS INTERNATIONAL, INC.
                              AMENDED AND RESTATED
                           1993 STOCK OPTION AGREEMENT

Date:                                             _________________
Option Number:                                    _________________
Number of Shares Available Subject to Option:     _________________

     This  Agreement,  dated as of  ____________,  is made  between  Grand  Toys
International,  Inc., a Nevada public corporation,  having its principal offices
at 1710 Route  Transcanadienne,  Dorval,  Quebec,  Canada (the  "Company"),  and
_______________ (the "Optionee").

                              W I T N E S S E T H :

     1.  Grant  of  Option.  Pursuant  to  the  provisions  of  the  Grand  Toys
International, Inc. Amended and Restated 1993 Stock Option Plan, a copy of which
is annexed  hereto (the  "Plan"),  the Company  hereby  grants to the  Optionee,
subject to the terms and conditions  herein set forth, the right and option (the
"Option") to purchase from the Company, all or any part of an aggregate of _____
shares of Common Stock,  par value U.S.  $_________ per _________  share, of the
Company (the "Stock") at the purchase price of U.S. per share, such Option to be
exercisable as hereinafter provided.

     2. Terms and Conditions.  It is understood and agreed that this Option, and
the exercise of said Option, is subject to the terms and conditions set forth in
the Plan, and, in addition, any terms and conditions set forth herein.

     3.  Limitation on Exercise of Option.  This Option shall be  exercisable by
the Optionee to the extent of the following number of shares of Stock commencing
on the following dates:

                                Date After Which
          Number of Shares      Shares Can Be Purchased
          ----------------      -----------------------

          ______   Shares

     4.  Expiration  of  Option.  This  Option  shall not be  exercisable  after
5:00p.m. E.S.T. on _______________.

     5.  Non-Assignability  of Option. This Option shall not be given,  granted,
sold,  exchanged,  transferred,  pledged,  assigned or otherwise  encumbered  or
disposed of by the Optionee,  otherwise  than by Will or the laws of descent and
distribution, and, during the lifetime of the Optionee, shall not be exercisable
by any other person, but only by him.
6. Method of Exercise of Option.  The Optionee shall notify the Company by
written notice sent by registered or certified mail,  return receipt  requested,
addressed to its principal office, or by hand delivery to such office,  properly
receipted,  as to the number of shares of Stock the Optionee desires to purchase
under this Option,  which written  notice shall be accompanied by the Optionee's
cheque  payable to the order of the Company  for the full  option  price of such
shares of Stock. As soon as practicable after the receipt of such written notice
the Company shall, at its principal office, tender to the Optionee a certificate
or  certificates  issued in the Optionee's  name  evidencing the shares of Stock
purchased by the Optionee hereunder.

     7. Death or  Termination  of Employment or Services.  If the  employment or
services  of the  Optionee  by the Company or a  subsidiary  corporation  of the
Company  shall be  terminated  voluntarily  by the  Optionee or for cause by the
Company, this Option shall expire forthwith,  but if such employment or services
shall be terminated for any other reason (except death or disability), then this
Option may not be  exercised  at any time later than three (3) months after such
termination of the  Optionee's  employment and then only to purchase that number
of shares of Stock  subject to this Option  that the  Optionee  was  entitled to
purchase,  upon  exercise  of this  Option,  prior  to such  termination  of the
Optionee's  employment.  If the  Optionee  dies (i) while  employed by or in the
service of the  Company or a  subsidiary  corporation  of the  Company,  or (ii)
within  three (3) months  after  termination  of the  Optionee's  employment  or
services (except if such termination of employment  caused this Option to expire
forthwith, as in this Section 7 provided),  then this Option may be exercised by
the estate of the  Optionee,  or by a person who  acquired the right to exercise
this Option by bequest or inheritance or by reason of the death of the Optionee,
at any time within one (1) year after such death.  If the Optionee's  employment
or  services  with the  Company or such  subsidiary  are  terminated  because of
permanent  and total  disability  while  employed  by or in the  service  of the
Company or such subsidiary,  this Option may be exercised at any time within one
(1) year after  termination of the  Optionee's  employment or service due to the
disability.  Provided,  however,  that nothing in this Section 7 provided  shall
extend the term of this Option beyond  _________,  nor give any person the right
to purchase  shares of Stock  subject to this Option that could not be purchased
by the Optionee prior to the  termination of his employment  with the Company or
such subsidiary.

      8. Investment Representation.  The Optionee represents that at the time of
any exercise of this Option,  where the shares of Stock are not registered under
the  Securities  Act of 1933,  as  amended,  such  Stock  will be  acquired  for
investment and not for resale or with a view to the distribution thereof.

      9. Adjustments Upon Changes in Capitalization.  In the event of changes in
the  outstanding  Common  Stock or the  Company  by reason  of stock  dividends,
split-ups, recapitalizations,  mergers, consolidations,  combinations, exchanges
of shares, separations,  reorganizations,  or liquidations, the number of shares
of Stock issuable upon the exercise of this Option, the option price thereof and
any   limitation   on  exercise   set  forth  in  Section  3  hereof   shall  be
correspondingly  adjusted by the Company.  Any such  adjustment in the number of
shares of Stock shall apply proportionately to only the then unexercised portion
of this Option. If fractional shares would result from any such adjustment,  the
adjustment shall be revised to the next lower whole number of shares.

                                      -2-
10.  No Rights  as  Stockholder.  The  Optionee  shall  have no rights as a
Stockholder  in respect to the shares of Stock as to which this Option shall not
have been exercised and payment made as herein provided.

     11. Optionee Bound By Plan. The Optionee hereby  acknowledges  receipt of a
copy of the Plan and agrees to be bound by all the terms and provisions thereof,
including  the terms and  provisions  adopted after the granting of this Option,
but prior to complete exercise hereof.

     12. Binding Effect.  Except as herein otherwise  expressly  provided,  this
Agreement  shall be binding upon and inure to the benefit of the parties hereto,
their legal representatives, successors and assigns.

     13.  Conflict.  In the  event  of any  conflict  between  the Plan and this
Agreement, the terms of the Plan shall take precedence.

     14.  Governing  Law. This  Agreement  shall be governed by and construed in
accordance with the laws of the State of New York.

     15.  Notices.  Any  notice  hereunder  shall  be  delivered  by  hand or by
registered  or  certified  mail,  return  receipt  requested,  to a party at its
address  set forth  above  with a copy to Piper &  Marbury,  1251  Avenue of The
Americas,  New York,  New York,  10020,  subject to the right of either party to
designate at any time hereafter, in writing, some other address.

     16. Counterparts.  This Agreement may be exercised in counterparts, each of
which shall constitute one and the same instrument.

      IN  WITNESS  WHEREOF,  Grand Toys  International,  Inc.  has  caused  this
Agreement to be executed by an appropriate officer and the Optionee has executed
this Agreement, both as of the day and year first written.

                                     GRAND TOYS INTERNATIONAL, INC.

                                     BY:_______________________________

                                     OPTIONEE:__________________________

                                       -3-
Exhibit 4.3

                             STOCK OPTION AGREEMENT

           AGREEMENT  made as of this 14th day of  August,  1997 by and  between
GRAND TOYS  INTERNATIONAL,  INC., a corporation  organized under the laws of the
State of Nevada (the "Company"), and JAMES B. RYBAKOFF (the "Optionee").

                              W I T N E S S E T H:

           WHEREAS,  the Optionee has provided or will provide valuable services
to the Company and the Company desires to reward such services and encourage the
Optionee's  continued  dedication and to afford the Optionee the  opportunity to
acquire stock ownership in, or otherwise share in the  appreciation of the stock
of, the Company so that the Optionee may have a direct  proprietary  interest in
the Company's success.

           NOW,  THEREFORE,  in  consideration  of the covenants and  agreements
herein contained, the parties hereto hereby agree as follows:

     1. Grant of Option.  Upon the terms and subject to the conditions set forth
herein, the Company hereby grants to the Optionee,  during the period commencing
on the date of this  Agreement  and ending  ten (10) years from the date  hereof
(the "Termination  Date"),  the right and option (the "Option") to purchase from
the Company,  at a price of US $4.375 per share,  25,000 shares of the Company's
common stock (the "Common Stock").

     2.  Exercise  of  Option.  Subject  to the terms and  conditions  set forth
herein, the Optionee may exercise all or part of the Option any time on or after
the date of this Agreement and prior to the Termination Date.

     3. Method of  Exercising  Option.  The  Optionee may exercise the Option by
delivering to the Company (i) a written  notice  stating the number of shares of
Common  Stock that the  Optionee  has  elected to purchase at that time from the
Company  and (ii) full  payment  of the  purchase  price of the shares of Common
Stock then to be purchased.

     Payment  of the  purchase  price for the  shares of Common  Stock  upon any
exercise of the Option may be made by certified or bank cashier's  check payable
to the order of the Company or by delivery  of shares of Common  Stock  having a
fair market value equal to the purchase  price of the Common Stock issuable upon
exercise of the Option,  duly endorsed in blank or  accompanied  by  appropriate
stock  powers,  together  with such  amount as the  Company  shall,  in its sole
discretion,  deem  necessary to satisfy any tax  withholding  obligation  or tax
arising by reason of the transfer of such shares of Common Stock.
Only full shares of Common  Stock with an  aggregate  fair market value (as
determined by the Company) not  exceeding the purchase  price of the Option will
be accepted in payment,  and any portion of the Option  price which is in excess
of such aggregate fair market value must be paid in cash or by certified or bank
cashier's  check payable to the order of the Company,  it being  understood that
the  Company  shall  not be  required  to pay  cash  in  exchange  for  tendered
certificates.  If the  tendered  certificate(s)  evidence  more shares of Common
Stock than are accepted  for payment,  an  appropriate  replacement  certificate
shall be issued to the Optionee for the number of excess shares of Common Stock.

     4.  Issuance  of Common  Stock upon  Exercise  of Option.  As  promptly  as
practicable  after  receipt  of  such  written  notification  of the  Optionee's
election to exercise the Option and full  payment of such  purchase  price,  the
Company  shall issue or transfer to the  Optionee the number of shares of Common
Stock with respect to which the Option has been so exercised  and shall  deliver
to the  Optionee a  certificate  or  certificates  therefor,  registered  in the
Optionee's name.

     5.  Securities  Law  Acknowledgments.  The Optionee  acknowledges  that the
shares of Common Stock issued upon  exercise of the Option may not be registered
under  applicable  securities  laws,  that such shares of Common Stock purchased
upon the exercise of the Option must be held  indefinitely  unless  subsequently
registered under the applicable securities laws or unless an exemption therefrom
is available and at the election of the Company, such certificates may bear such
legends  regarding  the limited  transferability  of the shares of Common  Stock
under  applicable  securities  laws as counsel for the Company may require.  The
shares of Common  Stock  issued  pursuant to the terms of this  Agreement  shall
represent fully paid and nonassessable shares of Common Stock.

     6. Optionee.  Whenever the word "Optionee" is used in any provision of this
Agreement under  circumstances where the provision should logically be construed
to apply to the  executors,  administrators  or  person or  persons  to whom the
Option may be  transferred  by will or by the laws of descent and  distribution,
the word "Optionee" shall be deemed to include such person or persons.

     7. Transferability. The Option may be transferred by the Optionee only to a
member of the  Optionee's  immediate  family or pursuant to  applicable  laws of
descent and distribution.

     8.  Rights  as  Shareholder.  The  Optionee  shall  have  no  rights  as  a
shareholder  with  respect  to any share of Common  Stock  covered by the Option
until the  Optionee  shall  have  become  the  holder of record of such share of
Common Stock,  and no adjustment shall be made for dividends or distributions or
other  rights in respect of such share of Common Stock for which the record date
is prior to the date upon which the  Optionee  shall become the holder of record
thereof.

     9. Adjustment for  Recapitalization,  Merger,  Etc. The aggregate number of
shares of Common Stock which may be purchased pursuant to the Option, the number

                                      -2-
of shares of Common Stock covered by the Option and the price per share shall be
appropriately adjusted for any increase or decrease in the number of outstanding
shares of Common  Stock  resulting  from a stock split or other  subdivision  or
consolidation  of shares of Common  Stock or for other  capital  adjustments  or
payments of stock dividends or  distributions or other increases or decreases in
the outstanding shares of Common Stock effected without receipt of consideration
by the Company.

     Subject to any required action by the shareholders, if the Company shall be
the surviving  corporation in any merger,  combination,  consolidation  or other
business transaction, the Option shall cover the securities to which a holder of
the number of shares of Common Stock covered by the  unexercised  portion of the
Option  would  have  been  entitled  pursuant  to the  terms  of the  merger  or
consolidation.

     Upon the  dissolution  or  liquidation  of the  Company,  the Option  shall
terminate; provided, however, that the surviving corporation may grant an option
or options to purchase its shares on such terms and  conditions,  both as to the
number of shares and otherwise,  which shall  substantially  preserve the rights
and benefits of the Option.

     The foregoing  adjustments  and the manner of  application of the foregoing
provisions  shall be  determined by the Board of Directors of the Company in its
sole  discretion.  Any such  adjustments  may provide for the elimination of any
fractional share which might otherwise become subject to the Option.

     10. Compliance with Law.  Notwithstanding any of the provisions hereof, the
Optionee hereby agrees that the Optionee will not exercise the Option,  and that
the Company  will not be  obligated  to issue or  transfer  any shares of Common
Stock to the  Optionee  hereunder,  if the  exercise  hereof or the  issuance or
transfer of such Common  Stock shall  constitute  a violation by the Optionee or
the  Company of any  provisions  of any law or  regulation  of any  governmental
authority.  Any determination in this regard by the Compensation Committee shall
be final,  binding and  conclusive.  The Company shall in no event be obliged to
register  any  securities  pursuant to the Act or to take any other  affirmative
action in order to cause the  exercise of the Option or the issuance or transfer
of Common Stock  pursuant  thereto to comply with any law or  regulation  of any
governmental authority.

     11. Notice. Every notice or other communication  relating to this Agreement
shall be in writing and shall be mailed to or delivered to the party for whom it
is intended at such address as may from time to time be  designated  in a notice
mailed or delivered to the other party as herein provided; provided that, unless
and until some other address be so designated,  all notices or communications by
the  Optionee to the Company  shall be mailed or delivered to the Company at its
executive offices at 1710 Route Transcanadienne,  Dorval, Quebec, Canada H9P 1H7
and all notices or communications by the Company to the Optionee may be given to
the Optionee  personally  or may be mailed to the Optionee at the address  shown
below the Optionee's signature to this Agreement.

                                      -3-
12. Entire Agreement.  This Agreement sets forth the complete understanding
of the Company and the Optionee  with respect to the subject  matter  hereof and
supersedes all prior understandings, whether oral or written.

     13.  Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the laws of the  State of  Nevada  (without  giving  effect  to
principles of conflicts of law).

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

                                    GRAND TOYS INTERNATIONAL, INC.

                                    By: /s/ Stephen Altro
                                        ___________________________
                                    Name: Stephen Altro
                                    Title:     President

                                    /s/ James B. Rybakoff
                                    ------------------------------
                                    Name: James B. Rybakoff
                                    Address:

                                      -4-
Exhibit 4.4

                             STOCK OPTION AGREEMENT

           AGREEMENT  made as of this 14th day of  August,  1997 by and  between
GRAND TOYS  INTERNATIONAL,  INC., a corporation  organized under the laws of the
State of Nevada (the "Company"), and STEPHEN ALTRO (the "Optionee").

                              W I T N E S S E T H:

     WHEREAS,  the  Optionee  has  provided  on-going  financial  support to the
Company; and

     WHEREAS,  the Company desires to compensate the Optionee for such financial
support to the Company.

     NOW,  THEREFORE,  in consideration  of the covenants and agreements  herein
contained, the parties hereto hereby agree as follows:

     1. Grant of Option.  Upon the terms and subject to the conditions set forth
herein, the Company hereby grants to the Optionee,  during the period commencing
on the date of this  Agreement  and ending  ten (10) years from the date  hereof
(the "Termination  Date"),  the right and option (the "Option") to purchase from
the Company, at a price of US $4.375 per share,  400,000 shares of the Company's
common stock (the "Common Stock").

     2.  Exercise  of  Option.  Subject  to the terms and  conditions  set forth
herein, the Optionee may exercise all or part of the Option any time on or after
the date of this Agreement and prior to the Termination Date.

     3. Method of  Exercising  Option.  The  Optionee may exercise the Option by
delivering to the Company (i) a written  notice  stating the number of shares of
Common  Stock that the  Optionee  has  elected to purchase at that time from the
Company  and (ii) full  payment  of the  purchase  price of the shares of Common
Stock then to be purchased.
          
     Payment  of the  purchase  price for the  shares of Common  Stock  upon any
exercise of the Option may be made by certified or bank cashier's  check payable
to the order of the Company or by delivery  of shares of Common  Stock  having a
fair market value equal to the purchase  price of the Common Stock issuable upon
exercise of the Option,  duly endorsed in blank or  accompanied  by  appropriate
stock  powers,  together  with such  amount as the  Company  shall,  in its sole
discretion,  deem  necessary to satisfy any tax  withholding  obligation  or tax
arising by reason of the transfer of such shares of Common Stock.
Only full shares of Common Stock with an aggregate  fair market value
(as  determined by the Company) not  exceeding the purchase  price of the Option
will be  accepted in  payment,  and any portion of the Option  price which is in
excess of such  aggregate fair market value must be paid in cash or by certified
or bank cashier's check payable to the order of the Company, it being understood
that the Company  shall not be required  to pay cash in  exchange  for  tendered
certificates.  If the  tendered  certificate(s)  evidence  more shares of Common
Stock than are accepted  for payment,  an  appropriate  replacement  certificate
shall be issued to the Optionee for the number of excess shares of Common Stock.

           4. Issuance of Common Stock upon  Exercise of Option.  As promptly as
practicable  after  receipt  of  such  written  notification  of the  Optionee's
election to exercise the Option and full  payment of such  purchase  price,  the
Company  shall issue or transfer to the  Optionee the number of shares of Common
Stock with respect to which the Option has been so exercised  and shall  deliver
to the  Optionee a  certificate  or  certificates  therefor,  registered  in the
Optionee's name.

           5. Securities Law Acknowledgments. The Optionee acknowledges that the
shares of Common Stock issued upon  exercise of the Option may not be registered
under  applicable  securities  laws,  that such shares of Common Stock purchased
upon the exercise of the Option must be held  indefinitely  unless  subsequently
registered under the applicable securities laws or unless an exemption therefrom
is available and at the election of the Company, such certificates may bear such
legends  regarding  the limited  transferability  of the shares of Common  Stock
under  applicable  securities  laws as counsel for the Company may require.  The
shares of Common  Stock  issued  pursuant to the terms of this  Agreement  shall
represent fully paid and nonassessable shares of Common Stock.

           6. Optionee. Whenever the word "Optionee" is used in any provision of
this  Agreement  under  circumstances  where the provision  should  logically be
construed to apply to the executors, administrators or person or persons to whom
the  Option  may  be  transferred  by  will  or  by  the  laws  of  descent  and
distribution,  the word  "Optionee"  shall be deemed to include  such  person or
persons.

     7. Transferability. The Option may be transferred by the Optionee only to a
member of the  Optionee's  immediate  family or pursuant to  applicable  laws of
descent and distribution.

           8.  Rights as  Shareholder.  The  Optionee  shall have no rights as a
shareholder  with  respect  to any share of Common  Stock  covered by the Option
until the  Optionee  shall  have  become  the  holder of record of such share of
Common Stock,  and no adjustment shall be made for dividends or distributions or
other  rights in respect of such share of Common Stock for which the record date
is prior to the date upon which the  Optionee  shall become the holder of record
thereof.

           9. Adjustment for Recapitalization, Merger, Etc. The aggregate number
of shares of Common  Stock which may be  purchased  pursuant to the Option,  the

                                      -2-
number of shares of Common  Stock  covered by the Option and the price per share
shall be  appropriately  adjusted  for any increase or decrease in the number of
outstanding  shares  of  Common  Stock  resulting  from a stock  split  or other
subdivision  or  consolidation  of shares of Common  Stock or for other  capital
adjustments or payments of stock dividends or  distributions  or other increases
or decreases in the outstanding  shares of Common Stock effected without receipt
of consideration by the Company.

           Subject to any required  action by the  shareholders,  if the Company
shall be the surviving corporation in any merger, combination,  consolidation or
other  business  transaction,  the Option shall cover the  securities to which a
holder  of the  number of shares of  Common  Stock  covered  by the  unexercised
portion of the  Option  would have been  entitled  pursuant  to the terms of the
merger or consolidation.

           Upon the dissolution or liquidation of the Company,  the Option shall
terminate; provided, however, that the surviving corporation may grant an option
or options to purchase its shares on such terms and  conditions,  both as to the
number of shares and otherwise,  which shall  substantially  preserve the rights
and benefits of the Option.

           The  foregoing  adjustments  and the  manner  of  application  of the
foregoing  provisions  shall be  determined  by the  Board of  Directors  of the
Company  in its  sole  discretion.  Any such  adjustments  may  provide  for the
elimination of any fractional  share which might otherwise become subject to the
Option.

           10.  Compliance  with  Law.  Notwithstanding  any of  the  provisions
hereof,  the  Optionee  hereby  agrees that the  Optionee  will not exercise the
Option,  and that the Company  will not be  obligated  to issue or transfer  any
shares of Common Stock to the Optionee hereunder,  if the exercise hereof or the
issuance or transfer of such Common  Stock shall  constitute  a violation by the
Optionee  or the  Company  of any  provisions  of any law or  regulation  of any
governmental  authority.  Any  determination  in this regard by the Compensation
Committee shall be final, binding and conclusive.  The Company shall in no event
be obliged to register any  securities  pursuant to the Act or to take any other
affirmative  action in order to cause the exercise of the Option or the issuance
or  transfer  of  Common  Stock  pursuant  thereto  to  comply  with  any law or
regulation of any governmental authority.

           11.  Notice.  Every  notice or other  communication  relating to this
Agreement  shall be in writing and shall be mailed to or  delivered to the party
for whom it is intended at such  address as may from time to time be  designated
in a notice mailed or delivered to the other party as herein provided;  provided
that,  unless and until some other  address  be so  designated,  all  notices or
communications  by the  Optionee to the Company  shall be mailed or delivered to
the  Company at its  executive  offices at 1710 Route  Transcanadienne,  Dorval,
Quebec,  Canada H9P 1H7 and all notices or  communications by the Company to the
Optionee  may be  given  to the  Optionee  personally  or may be  mailed  to the
Optionee at the address shown below the Optionee's signature to this Agreement.

                                      -3-
12. Entire Agreement.  This Agreement sets forth the complete understanding
of the Company and the Optionee  with respect to the subject  matter  hereof and
supersedes all prior understandings, whether oral or written.

     13.  Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the laws of the  State of  Nevada  (without  giving  effect  to
principles of conflicts of law).

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

                                    GRAND TOYS INTERNATIONAL, INC.

                                    By: /s/ David Mars
                                        ___________________________
                                    Name: David Mars
                                    Title:     Vice Chairman

                                        /s/ Stephen Altro
                                    ------------------------------
                                    Name: Stephen Altro
                                    Address:

                                      -4-
Exhibit 4.5

                             STOCK OPTION AGREEMENT

           AGREEMENT  made as of this 14th day of  August,  1997 by and  between
GRAND TOYS  INTERNATIONAL,  INC., a corporation  organized under the laws of the
State of Nevada (the "Company"), and DAVID MARS (the "Optionee").

                              W I T N E S S E T H:

     WHEREAS,  the  Optionee  has  provided  on-going  financial  support to the
Company; and

     WHEREAS,  the Company desires to compensate the Optionee for such financial
support to the Company.

     NOW,  THEREFORE,  in consideration  of the covenants and agreements  herein
contained, the parties hereto hereby agree as follows:

     1. Grant of Option.  Upon the terms and subject to the conditions set forth
herein, the Company hereby grants to the Optionee,  during the period commencing
on the date of this  Agreement  and ending  ten (10) years from the date  hereof
(the "Termination  Date"),  the right and option (the "Option") to purchase from
the Company, at a price of US $4.375 per share,  400,000 shares of the Company's
common stock (the "Common Stock").

     2.  Exercise  of  Option.  Subject  to the terms and  conditions  set forth
herein, the Optionee may exercise all or part of the Option any time on or after
the date of this Agreement and prior to the Termination Date.

     3. Method of  Exercising  Option.  The  Optionee may exercise the Option by
delivering to the Company (i) a written  notice  stating the number of shares of
Common  Stock that the  Optionee  has  elected to purchase at that time from the
Company  and (ii) full  payment  of the  purchase  price of the shares of Common
Stock then to be purchased.

     Payment  of the  purchase  price for the  shares of Common  Stock  upon any
exercise of the Option may be made by certified or bank cashier's  check payable
to the order of the Company or by delivery  of shares of Common  Stock  having a
fair market value equal to the purchase  price of the Common Stock issuable upon
exercise of the Option,  duly endorsed in blank or  accompanied  by  appropriate
stock  powers,  together  with such  amount as the  Company  shall,  in its sole
discretion,  deem  necessary to satisfy any tax  withholding  obligation  or tax
arising by reason of the transfer of such shares of Common Stock.

     Only full shares of Common  Stock with an  aggregate  fair market value (as
determined by the Company) not  exceeding the purchase  price of the Option will
be accepted in payment,  and any portion of the Option  price which is in excess
of such aggregate fair market value must be paid in cash or by certified or bank
cashier's  check payable to the order of the Company,  it being  understood that
the  Company  shall  not be  required  to pay  cash  in  exchange  for  tendered
certificates.  If the  tendered  certificate(s)  evidence  more shares of Common
Stock than are accepted  for payment,  an  appropriate  replacement  certificate
shall be issued to the Optionee for the number of excess shares of Common Stock.
4.  Issuance  of Common  Stock upon  Exercise  of Option.  As  promptly  as
practicable  after  receipt  of  such  written  notification  of the  Optionee's
election to exercise the Option and full  payment of such  purchase  price,  the
Company  shall issue or transfer to the  Optionee the number of shares of Common
Stock with respect to which the Option has been so exercised  and shall  deliver
to the  Optionee a  certificate  or  certificates  therefor,  registered  in the
Optionee's name.

     5.  Securities  Law  Acknowledgments.  The Optionee  acknowledges  that the
shares of Common Stock issued upon  exercise of the Option may not be registered
under  applicable  securities  laws,  that such shares of Common Stock purchased
upon the exercise of the Option must be held  indefinitely  unless  subsequently
registered under the applicable securities laws or unless an exemption therefrom
is available and at the election of the Company, such certificates may bear such
legends  regarding  the limited  transferability  of the shares of Common  Stock
under  applicable  securities  laws as counsel for the Company may require.  The
shares of Common  Stock  issued  pursuant to the terms of this  Agreement  shall
represent fully paid and nonassessable shares of Common Stock.

     6. Optionee.  Whenever the word "Optionee" is used in any provision of this
Agreement under  circumstances where the provision should logically be construed
to apply to the  executors,  administrators  or  person or  persons  to whom the
Option may be  transferred  by will or by the laws of descent and  distribution,
the word "Optionee" shall be deemed to include such person or persons.

     7. Transferability. The Option may be transferred by the Optionee only to a
member of the  Optionee's  immediate  family or pursuant to  applicable  laws of
descent and distribution.

     8.  Rights  as  Shareholder.  The  Optionee  shall  have  no  rights  as  a
shareholder  with  respect  to any share of Common  Stock  covered by the Option
until the  Optionee  shall  have  become  the  holder of record of such share of
Common Stock,  and no adjustment shall be made for dividends or distributions or
other  rights in respect of such share of Common Stock for which the record date
is prior to the date upon which the  Optionee  shall become the holder of record
thereof.

     9. Adjustment for  Recapitalization,  Merger,  Etc. The aggregate number of
shares of Common Stock which may be purchased pursuant to the Option, the number
of shares of Common Stock covered by the Option and the price per share shall be
appropriately adjusted for any increase or decrease in the number of outstanding
shares of Common  Stock  resulting  from a stock split or other  subdivision  or

                                      -2-
consolidation  of shares of Common  Stock or for other  capital  adjustments  or
payments of stock dividends or  distributions or other increases or decreases in
the outstanding shares of Common Stock effected without receipt of consideration
by the Company.

     Subject to any required action by the shareholders, if the Company shall be
the surviving  corporation in any merger,  combination,  consolidation  or other
business transaction, the Option shall cover the securities to which a holder of
the number of shares of Common Stock covered by the  unexercised  portion of the
Option  would  have  been  entitled  pursuant  to the  terms  of the  merger  or
consolidation.

     Upon the  dissolution  or  liquidation  of the  Company,  the Option  shall
terminate; provided, however, that the surviving corporation may grant an option
or options to purchase its shares on such terms and  conditions,  both as to the
number of shares and otherwise,  which shall  substantially  preserve the rights
and benefits of the Option.

     The foregoing  adjustments  and the manner of  application of the foregoing
provisions  shall be  determined by the Board of Directors of the Company in its
sole  discretion.  Any such  adjustments  may provide for the elimination of any
fractional share which might otherwise become subject to the Option.

     10. Compliance with Law.  Notwithstanding any of the provisions hereof, the
Optionee hereby agrees that the Optionee will not exercise the Option,  and that
the Company  will not be  obligated  to issue or  transfer  any shares of Common
Stock to the  Optionee  hereunder,  if the  exercise  hereof or the  issuance or
transfer of such Common  Stock shall  constitute  a violation by the Optionee or
the  Company of any  provisions  of any law or  regulation  of any  governmental
authority.  Any determination in this regard by the Compensation Committee shall
be final,  binding and  conclusive.  The Company shall in no event be obliged to
register  any  securities  pursuant to the Act or to take any other  affirmative
action in order to cause the  exercise of the Option or the issuance or transfer
of Common Stock  pursuant  thereto to comply with any law or  regulation  of any
governmental authority.

     11. Notice. Every notice or other communication  relating to this Agreement
shall be in writing and shall be mailed to or delivered to the party for whom it
is intended at such address as may from time to time be  designated  in a notice
mailed or delivered to the other party as herein provided; provided that, unless
and until some other address be so designated,  all notices or communications by
the  Optionee to the Company  shall be mailed or delivered to the Company at its
executive offices at 1710 Route Transcanadienne,  Dorval, Quebec, Canada H9P 1H7
and all notices or communications by the Company to the Optionee may be given to
the Optionee  personally  or may be mailed to the Optionee at the address  shown
below the Optionee's signature to this Agreement.

     12. Entire Agreement.  This Agreement sets forth the complete understanding
of the Company and the Optionee  with respect to the subject  matter  hereof and
supersedes all prior understandings, whether oral or written.

                                      -3-
13.  Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the laws of the  State of  Nevada  (without  giving  effect  to
principles of conflicts of law).

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

                                    GRAND TOYS INTERNATIONAL, INC.

                                    By: /s/ Stephen Altro
                                        ___________________________
                                    Name: Stephen Altro
                                    Title:     President

                                        
                                        /s/ David Mars
                                    ------------------------------
                                    Name: David Mars
                                    Address:

                                      -4-
Exhibit 4.6

                             STOCK OPTION AGREEMENT

           AGREEMENT  made as of this 14th day of  August,  1997 by and  between
GRAND TOYS  INTERNATIONAL,  INC., a corporation  organized under the laws of the
State of Nevada (the "Company"), and RON GOLDENBERG (the "Optionee").

                              W I T N E S S E T H:

     WHEREAS,  the  Optionee  has  provided  on-going  financial  support to the
Company; and

     WHEREAS,  the Company desires to compensate the Optionee for such financial
support to the Company.

     NOW,  THEREFORE,  in consideration  of the covenants and agreements  herein
contained, the parties hereto hereby agree as follows:

     1. Grant of Option.  Upon the terms and subject to the conditions set forth
herein, the Company hereby grants to the Optionee,  during the period commencing
on the date of this  Agreement  and ending  ten (10) years from the date  hereof
(the "Termination  Date"),  the right and option (the "Option") to purchase from
the Company, at a price of US $4.375 per share,  150,000 shares of the Company's
common stock (the "Common Stock").

     2.  Exercise  of  Option.  Subject  to the terms and  conditions  set forth
herein, the Optionee may exercise all or part of the Option any time on or after
the date of this Agreement and prior to the Termination Date.

     3. Method of  Exercising  Option.  The  Optionee may exercise the Option by
delivering to the Company (i) a written  notice  stating the number of shares of
Common  Stock that the  Optionee  has  elected to purchase at that time from the
Company  and (ii) full  payment  of the  purchase  price of the shares of Common
Stock then to be purchased.

     Payment  of the  purchase  price for the  shares of Common  Stock  upon any
exercise of the Option may be made by certified or bank cashier's  check payable
to the order of the Company or by delivery  of shares of Common  Stock  having a
fair market value equal to the purchase  price of the Common Stock issuable upon
exercise of the Option,  duly endorsed in blank or  accompanied  by  appropriate
stock  powers,  together  with such  amount as the  Company  shall,  in its sole
discretion,  deem  necessary to satisfy any tax  withholding  obligation  or tax
arising by reason of the transfer of such shares of Common Stock.

     Only full shares of Common  Stock with an  aggregate  fair market value (as
determined by the Company) not  exceeding the purchase  price of the Option will
be accepted in payment,  and any portion of the Option  price which is in excess
of such aggregate fair market value must be paid in cash or by certified or bank
cashier's  check payable to the order of the Company,  it being  understood that
the  Company  shall  not be  required  to pay  cash  in  exchange  for  tendered
certificates.  If the  tendered  certificate(s)  evidence  more shares of Common
Stock than are accepted  for payment,  an  appropriate  replacement  certificate
shall be issued to the Optionee for the number of excess shares of Common Stock.

     4.  Issuance  of Common  Stock upon  Exercise  of Option.  As  promptly  as
practicable  after  receipt  of  such  written  notification  of the  Optionee's
election to exercise the Option and full  payment of such  purchase  price,  the
Company  shall issue or transfer to the  Optionee the number of shares of Common
Stock with respect to which the Option has been so exercised  and shall  deliver
to the  Optionee a  certificate  or  certificates  therefor,  registered  in the
Optionee's name.

     5.  Securities  Law  Acknowledgments.  The Optionee  acknowledges  that the
shares of Common Stock issued upon  exercise of the Option may not be registered
under  applicable  securities  laws,  that such shares of Common Stock purchased
upon the exercise of the Option must be held  indefinitely  unless  subsequently
registered under the applicable securities laws or unless an exemption therefrom
is available and at the election of the Company, such certificates may bear such
legends  regarding  the limited  transferability  of the shares of Common  Stock
under  applicable  securities  laws as counsel for the Company may require.  The
shares of Common  Stock  issued  pursuant to the terms of this  Agreement  shall
represent fully paid and nonassessable shares of Common Stock.

     6. Optionee.  Whenever the word "Optionee" is used in any provision of this
Agreement under  circumstances where the provision should logically be construed
to apply to the  executors,  administrators  or  person or  persons  to whom the
Option may be  transferred  by will or by the laws of descent and  distribution,
the word "Optionee" shall be deemed to include such person or persons.

     7. Transferability. The Option may be transferred by the Optionee only to a
member of the  Optionee's  immediate  family or pursuant to  applicable  laws of
descent and distribution.

     8.  Rights  as  Shareholder.  The  Optionee  shall  have  no  rights  as  a
shareholder  with  respect  to any share of Common  Stock  covered by the Option
until the  Optionee  shall  have  become  the  holder of record of such share of
Common Stock,  and no adjustment shall be made for dividends or distributions or
other  rights in respect of such share of Common Stock for which the record date
is prior to the date upon which the  Optionee  shall become the holder of record
thereof.

     9. Adjustment for  Recapitalization,  Merger,  Etc. The aggregate number of
shares of Common Stock which may be purchased pursuant to the Option, the number
of shares of Common Stock covered by the Option and the price per share shall be
appropriately adjusted for any increase or decrease in the number of outstanding

                                      -2-
shares of Common  Stock  resulting  from a stock split or other  subdivision  or
consolidation  of shares of Common  Stock or for other  capital  adjustments  or
payments of stock dividends or  distributions or other increases or decreases in
the outstanding shares of Common Stock effected without receipt of consideration
by the Company.

     Subject to any required action by the shareholders, if the Company shall be
the surviving  corporation in any merger,  combination,  consolidation  or other
business transaction, the Option shall cover the securities to which a holder of
the number of shares of Common Stock covered by the  unexercised  portion of the
Option  would  have  been  entitled  pursuant  to the  terms  of the  merger  or
consolidation.

     Upon the  dissolution  or  liquidation  of the  Company,  the Option  shall
terminate; provided, however, that the surviving corporation may grant an option
or options to purchase its shares on such terms and  conditions,  both as to the
number of shares and otherwise,  which shall  substantially  preserve the rights
and benefits of the Option.

     The foregoing  adjustments  and the manner of  application of the foregoing
provisions  shall be  determined by the Board of Directors of the Company in its
sole  discretion.  Any such  adjustments  may provide for the elimination of any
fractional share which might otherwise become subject to the Option.

     10. Compliance with Law.  Notwithstanding any of the provisions hereof, the
Optionee hereby agrees that the Optionee will not exercise the Option,  and that
the Company  will not be  obligated  to issue or  transfer  any shares of Common
Stock to the  Optionee  hereunder,  if the  exercise  hereof or the  issuance or
transfer of such Common  Stock shall  constitute  a violation by the Optionee or
the  Company of any  provisions  of any law or  regulation  of any  governmental
authority.  Any determination in this regard by the Compensation Committee shall
be final,  binding and  conclusive.  The Company shall in no event be obliged to
register  any  securities  pursuant to the Act or to take any other  affirmative
action in order to cause the  exercise of the Option or the issuance or transfer
of Common Stock  pursuant  thereto to comply with any law or  regulation  of any
governmental authority.

     11. Notice. Every notice or other communication  relating to this Agreement
shall be in writing and shall be mailed to or delivered to the party for whom it
is intended at such address as may from time to time be  designated  in a notice
mailed or delivered to the other party as herein provided; provided that, unless
and until some other address be so designated,  all notices or communications by
the  Optionee to the Company  shall be mailed or delivered to the Company at its
executive offices at 1710 Route Transcanadienne,  Dorval, Quebec, Canada H9P 1H7
and all notices or communications by the Company to the Optionee may be given to
the Optionee  personally  or may be mailed to the Optionee at the address  shown
below the Optionee's signature to this Agreement.

     12. Entire Agreement.  This Agreement sets forth the complete understanding
of the Company and the Optionee  with respect to the subject  matter  hereof and
supersedes all prior understandings, whether oral or written.

                                      -3-
13.  Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the laws of the  State of  Nevada  (without  giving  effect  to
principles of conflicts of law).

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

                                    GRAND TOYS INTERNATIONAL, INC.

                                    By: /s/ Stephen Altro
                                        ___________________________
                                    Name: Stephen Altro
                                    Title:     President

                                        /s/ Ron Goldenberg
                                    ------------------------------
                                    Name: Ron Goldenberg
                                    Address:

                                      -4-
Exhibit 4.7

                             STOCK OPTION AGREEMENT

     AGREEMENT  made as of this 14th day of August,  1997 by and  between  GRAND
TOYS INTERNATIONAL, INC., a corporation organized under the laws of the State of
Nevada (the "Company"), and ELLIOT L. BIER (the "Optionee").

                              W I T N E S S E T H:

     WHEREAS, the Optionee has provided or will provide valuable services to the
Company  and the Company  desires to reward  such  services  and  encourage  the
Optionee's  continued  dedication and to afford the Optionee the  opportunity to
acquire stock ownership in, or otherwise share in the  appreciation of the stock
of, the Company so that the Optionee may have a direct  proprietary  interest in
the Company's success.

     NOW,  THEREFORE,  in consideration  of the covenants and agreements  herein
contained, the parties hereto hereby agree as follows:

     1. Grant of Option.  Upon the terms and subject to the conditions set forth
herein, the Company hereby grants to the Optionee,  during the period commencing
on the date of this  Agreement  and ending  ten (10) years from the date  hereof
(the "Termination  Date"),  the right and option (the "Option") to purchase from
the Company,  at a price of US $4.375 per share,  25,000 shares of the Company's
common stock (the "Common Stock").

     2.  Exercise  of  Option.  Subject  to the terms and  conditions  set forth
herein, the Optionee may exercise all or part of the Option any time on or after
the date of this Agreement and prior to the Termination Date.

     3. Method of  Exercising  Option.  The  Optionee may exercise the Option by
delivering to the Company (i) a written  notice  stating the number of shares of
Common  Stock that the  Optionee  has  elected to purchase at that time from the
Company  and (ii) full  payment  of the  purchase  price of the shares of Common
Stock then to be purchased.

     Payment  of the  purchase  price for the  shares of Common  Stock  upon any
exercise of the Option may be made by certified or bank cashier's  check payable
to the order of the Company or by delivery  of shares of Common  Stock  having a
fair market value equal to the purchase  price of the Common Stock issuable upon
exercise of the Option,  duly endorsed in blank or  accompanied  by  appropriate
stock  powers,  together  with such  amount as the  Company  shall,  in its sole
discretion,  deem  necessary to satisfy any tax  withholding  obligation  or tax
arising by reason of the transfer of such shares of Common Stock.
Only full shares of Common  Stock with an  aggregate  fair market value (as
determined by the Company) not  exceeding the purchase  price of the Option will
be accepted in payment,  and any portion of the Option  price which is in excess
of such aggregate fair market value must be paid in cash or by certified or bank
cashier's  check payable to the order of the Company,  it being  understood that
the  Company  shall  not be  required  to pay  cash  in  exchange  for  tendered
certificates.  If the  tendered  certificate(s)  evidence  more shares of Common
Stock than are accepted  for payment,  an  appropriate  replacement  certificate
shall be issued to the Optionee for the number of excess shares of Common Stock.

     4.  Issuance  of Common  Stock upon  Exercise  of Option.  As  promptly  as
practicable  after  receipt  of  such  written  notification  of the  Optionee's
election to exercise the Option and full  payment of such  purchase  price,  the
Company  shall issue or transfer to the  Optionee the number of shares of Common
Stock with respect to which the Option has been so exercised  and shall  deliver
to the  Optionee a  certificate  or  certificates  therefor,  registered  in the
Optionee's name.

     5.  Securities  Law  Acknowledgments.  The Optionee  acknowledges  that the
shares of Common Stock issued upon  exercise of the Option may not be registered
under  applicable  securities  laws,  that such shares of Common Stock purchased
upon the exercise of the Option must be held  indefinitely  unless  subsequently
registered under the applicable securities laws or unless an exemption therefrom
is available and at the election of the Company, such certificates may bear such
legends  regarding  the limited  transferability  of the shares of Common  Stock
under  applicable  securities  laws as counsel for the Company may require.  The
shares of Common  Stock  issued  pursuant to the terms of this  Agreement  shall
represent fully paid and nonassessable shares of Common Stock.

     6. Optionee.  Whenever the word "Optionee" is used in any provision of this
Agreement under  circumstances where the provision should logically be construed
to apply to the  executors,  administrators  or  person or  persons  to whom the
Option may be  transferred  by will or by the laws of descent and  distribution,
the word "Optionee" shall be deemed to include such person or persons.

     7. Transferability. The Option may be transferred by the Optionee only to a
member of the  Optionee's  immediate  family or pursuant to  applicable  laws of
descent and distribution.

     8.  Rights  as  Shareholder.  The  Optionee  shall  have  no  rights  as  a
shareholder  with  respect  to any share of Common  Stock  covered by the Option
until the  Optionee  shall  have  become  the  holder of record of such share of
Common Stock,  and no adjustment shall be made for dividends or distributions or
other  rights in respect of such share of Common Stock for which the record date
is prior to the date upon which the  Optionee  shall become the holder of record
thereof.

     9. Adjustment for  Recapitalization,  Merger,  Etc. The aggregate number of
shares of Common Stock which may be purchased pursuant to the Option, the number

                                      -2-
of shares of Common Stock covered by the Option and the price per share shall be
appropriately adjusted for any increase or decrease in the number of outstanding
shares of Common  Stock  resulting  from a stock split or other  subdivision  or
consolidation  of shares of Common  Stock or for other  capital  adjustments  or
payments of stock dividends or  distributions or other increases or decreases in
the outstanding shares of Common Stock effected without receipt of consideration
by the Company.

     Subject to any required action by the shareholders, if the Company shall be
the surviving  corporation in any merger,  combination,  consolidation  or other
business transaction, the Option shall cover the securities to which a holder of
the number of shares of Common Stock covered by the  unexercised  portion of the
Option  would  have  been  entitled  pursuant  to the  terms  of the  merger  or
consolidation.

     Upon the  dissolution  or  liquidation  of the  Company,  the Option  shall
terminate; provided, however, that the surviving corporation may grant an option
or options to purchase its shares on such terms and  conditions,  both as to the
number of shares and otherwise,  which shall  substantially  preserve the rights
and benefits of the Option.

     The foregoing  adjustments  and the manner of  application of the foregoing
provisions  shall be  determined by the Board of Directors of the Company in its
sole  discretion.  Any such  adjustments  may provide for the elimination of any
fractional share which might otherwise become subject to the Option.

     10. Compliance with Law.  Notwithstanding any of the provisions hereof, the
Optionee hereby agrees that the Optionee will not exercise the Option,  and that
the Company  will not be  obligated  to issue or  transfer  any shares of Common
Stock to the  Optionee  hereunder,  if the  exercise  hereof or the  issuance or
transfer of such Common  Stock shall  constitute  a violation by the Optionee or
the  Company of any  provisions  of any law or  regulation  of any  governmental
authority.  Any determination in this regard by the Compensation Committee shall
be final,  binding and  conclusive.  The Company shall in no event be obliged to
register  any  securities  pursuant to the Act or to take any other  affirmative
action in order to cause the  exercise of the Option or the issuance or transfer
of Common Stock  pursuant  thereto to comply with any law or  regulation  of any
governmental authority.

     11. Notice. Every notice or other communication  relating to this Agreement
shall be in writing and shall be mailed to or delivered to the party for whom it
is intended at such address as may from time to time be  designated  in a notice
mailed or delivered to the other party as herein provided; provided that, unless
and until some other address be so designated,  all notices or communications by
the  Optionee to the Company  shall be mailed or delivered to the Company at its
executive offices at 1710 Route Transcanadienne,  Dorval, Quebec, Canada H9P 1H7
and all notices or communications by the Company to the Optionee may be given to
the Optionee  personally  or may be mailed to the Optionee at the address  shown
below the Optionee's signature to this Agreement.

                                      -3-
12. Entire Agreement.  This Agreement sets forth the complete understanding
of the Company and the Optionee  with respect to the subject  matter  hereof and
supersedes all prior understandings, whether oral or written.

     13.  Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the laws of the  State of  Nevada  (without  giving  effect  to
principles of conflicts of law).

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

                                    GRAND TOYS INTERNATIONAL, INC.

                                    By: Stephen Altro
                                         ___________________________
                                    Name: Stephen Altro
                                    Title:     President

                                        /s/ Elliot L. Bier
                                    ------------------------------
                                    Name: Elliot L. Bier
                                    Address:

                                      -4-
Exhibit 4.8

                             STOCK OPTION AGREEMENT

     AGREEMENT  made as of this 28th day of May,  1996 by and between GRAND TOYS
INTERNATIONAL,  INC.,  a  corporation  organized  under the laws of the State of
Nevada (the "Company"), and STEPHEN ALTRO (the "Optionee").

                              W I T N E S S E T H:

     WHEREAS,  the  Optionee  has  provided  on-going  financial  support to the
Company; and

     WHEREAS,  the Company desires to compensate the Optionee for such financial
support to the Company.

     NOW,  THEREFORE,  in consideration  of the covenants and agreements  herein
contained, the parties hereto hereby agree as follows:

     1. Grant of Option.  Upon the terms and subject to the conditions set forth
herein, the Company hereby grants to the Optionee,  during the period commencing
on the date of this  Agreement  and ending  ten (10) years from the date  hereof
(the "Termination  Date"),  the right and option (the "Option") to purchase from
the  Company,  at a price of US $1.53 per  share,  such  number of shares of the
Company's common stock (the "Common Stock") as shall, on the date of exercise of
the Option and after  giving  effect to the  exercise of the  Option,  represent
11.81% of the Company's then  outstanding  Common Stock  exclusive of Additional
Affiliate Stock.

     For purposes of this  Agreement,  "Additional  Affiliate  Stock" shall mean
shares of Common  Stock  issued (or deemed to have been  issued) by the  Company
after  the date  hereof,  to (i) the  Optionee,  any  member  of the  Optionee's
immediate  family  or  any  Affiliate  of the  Optionee  or  any  member  of the
Optionee's  immediate family,  (ii) Amgo Investments,  Inc. or (iii) David Mars,
Ron Goldenberg or Ron Oboler,  any member of such person's  immediate  family or
any  Affiliate of the such person or any member of the such  person's  immediate
family.  For purposes of this Agreement,  "Affiliate" shall have the meaning set
forth in Rule 405 promulgated under the Securities Act of 1933, as amended.

     By way of example, if the Option were exercised in full on the date hereof,
the number of shares of Common Stock  issuable upon exercise of the Option would
be 1,031,983  (such shares would represent  11.81% of the 8,736,438  outstanding
shares (7,704,500+1,031,983) after giving effect to the exercise of the Option).
If, at the time of  exercise of the  Option,  the  Company has issued  1,000,000
additional  shares of Common  Stock and 150,000 of such  shares of Common  Stock
were issued to one or more of the persons identified in the foregoing paragraph,
the number of shares of Common Stock  issuable upon exercise of the Option would
be 1,145,579  (such  shares would  represent  11.81% of the  outstanding  shares
(9,700,079)  after giving  effect to the exercise of the Option  without  giving
effect   to   the    150,000    shares    of    Additional    Affiliate    Stock
(7,704,500+1,000,000-150,000+1,145,579)).

     2.  Exercise  of  Option.  Subject  to the terms and  conditions  set forth
herein, the Optionee may exercise all or part of the Option any time on or after
the date of this Agreement and prior to the Termination Date.

     3. Method of  Exercising  Option.  The  Optionee may exercise the Option by
delivering to the Company (i) a written  notice  stating the number of shares of
Common  Stock that the  Optionee  has  elected to purchase at that time from the
Company  and (ii) full  payment  of the  purchase  price of the shares of Common
Stock then to be purchased.

     Payment  of the  purchase  price for the  shares of Common  Stock  upon any
exercise of the Option may be made by certified or bank cashier's  check payable
to the order of the Company or by delivery  of shares of Common  Stock  having a
fair market value equal to the purchase  price of the Common Stock issuable upon
exercise of the Option,  duly endorsed in blank or  accompanied  by  appropriate
stock  powers,  together  with such  amount as the  Company  shall,  in its sole
discretion,  deem  necessary to satisfy any tax  withholding  obligation  or tax
arising by reason of the transfer of such shares of Common Stock.

     Only full shares of Common  Stock with an  aggregate  fair market value (as
determined by the Company) not  exceeding the purchase  price of the Option will
be accepted in payment,  and any portion of the Option  price which is in excess
of such aggregate fair market value must be paid in cash or by certified or bank
cashier's  check payable to the order of the Company,  it being  understood that
the  Company  shall  not be  required  to pay  cash  in  exchange  for  tendered
certificates.  If the  tendered  certificate(s)  evidence  more shares of Common
Stock than are accepted  for payment,  an  appropriate  replacement  certificate
shall be issued to the Optionee for the number of excess shares of Common Stock.

     4.  Issuance  of Common  Stock upon  Exercise  of Option.  As  promptly  as
practicable  after  receipt  of  such  written  notification  of the  Optionee's
election to exercise the Option and full  payment of such  purchase  price,  the
Company  shall issue or transfer to the  Optionee the number of shares of Common
Stock with respect to which the Option has been so exercised  and shall  deliver
to the  Optionee a  certificate  or  certificates  therefor,  registered  in the
Optionee's name.

     5.  Securities  Law  Acknowledgments.  The Optionee  acknowledges  that the
shares of Common Stock issued upon  exercise of the Option may not be registered
under  applicable  securities  laws,  that such shares of Common Stock purchased
upon the exercise of the Option must be held  indefinitely  unless  subsequently
registered under the applicable securities laws or unless an exemption therefrom
is available and at the election of the Company, such certificates may bear such
legends  regarding  the limited  transferability  of the shares of Common  Stock
under  applicable  securities  laws as counsel for the Company may require.  The

                                      -2-
shares of Common  Stock  issued  pursuant to the terms of this  Agreement  shall
represent fully paid and nonassessable shares of Common Stock.

     6. Optionee.  Whenever the word "Optionee" is used in any provision of this
Agreement under  circumstances where the provision should logically be construed
to apply to the  executors,  administrators  or  person or  persons  to whom the
Option may be  transferred  by will or by the laws of descent and  distribution,
the word "Optionee" shall be deemed to include such person or persons.

     7. Transferability. The Option may be transferred by the Optionee only to a
member of the  Optionee's  immediate  family or pursuant to  applicable  laws of
descent and distribution.

     8.  Rights  as  Shareholder.  The  Optionee  shall  have  no  rights  as  a
shareholder  with  respect  to any share of Common  Stock  covered by the Option
until the  Optionee  shall  have  become  the  holder of record of such share of
Common Stock,  and no adjustment shall be made for dividends or distributions or
other  rights in respect of such share of Common Stock for which the record date
is prior to the date upon which the  Optionee  shall become the holder or record
thereof.

     9. Adjustment for  Recapitalization,  Merger,  Etc. The aggregate number of
shares of Common Stock which may be purchased pursuant to the Option, the number
of shares of Common Stock covered by the Option and the price per share shall be
appropriately adjusted for any increase or decrease in the number of outstanding
shares of Common  Stock  resulting  from a stock split or other  subdivision  or
consolidation  of shares of Common  Stock or for other  capital  adjustments  or
payments of stock dividends or  distributions or other increases or decreases in
the outstanding shares of Common Stock effected without receipt of consideration
by the Company.

     Subject to any required action by the shareholders, if the Company shall be
the surviving  corporation in any merger,  combination,  consolidation  or other
business transaction, the Option shall cover the securities to which a holder of
the number of shares of Common Stock covered by the  unexercised  portion of the
Option  would  have  been  entitled  pursuant  to the  terms  of the  merger  or
consolidation.

     Upon the  dissolution or  liquidation of the Company,  the Option and shall
terminate; provided, however, that the surviving corporation may grant an option
or options to purchase its shares on such terms and  conditions,  both as to the
number of shares and otherwise,  which shall  substantially  preserve the rights
and benefits of the Option.

     The foregoing  adjustments  and the manner of  application of the foregoing
provisions  shall be  determined by the Board of Directors of the Company in its
sole  discretion.  Any such  adjustments  may provide for the elimination of any
fractional share which might otherwise become subject to the Option.

                                      -3-
10. Compliance with Law.  Notwithstanding any of the provisions hereof, the
Optionee hereby agrees that the Optionee will not exercise the Option,  and that
the Company  will not be  obligated  to issue or  transfer  any shares of Common
Stock to the  Optionee  hereunder,  if the  exercise  hereof or the  issuance or
transfer of such Common  Stock shall  constitute  a violation by the Optionee or
the  Company of any  provisions  of any law or  regulation  of any  governmental
authority.  Any determination in this regard by the Compensation Committee shall
be final,  binding and  conclusive.  The Company shall in no event be obliged to
register  any  securities  pursuant to the Act or to take any other  affirmative
action in order to cause the  exercise of the Option or the issuance or transfer
of Common Stock  pursuant  thereto to comply with any law or  regulation  of any
governmental authority.

     11. Notice. Every notice or other communication  relating to this Agreement
shall be in writing and shall be mailed to or delivered to the party for whom it
is intended at such address as may from time to time be  designated  in a notice
mailed or delivered to the other party as herein provided; provided that, unless
and until some other address be so designated,  all notices or communications by
the  Optionee to the Company  shall be mailed or delivered to the Company at its
executive offices at 1710 Route Transcanadienne,  Dorval, Quebec, Canada H9P 1H7
and all notices or communications by the Company to the Optionee may be given to
the Optionee  personally  or may be mailed to the Optionee at the address  shown
below the Optionee's signature to this Agreement.

     12. Entire Agreement.  This Agreement sets forth the complete understanding
of the Company and the Optionee  with respect to the subject  matter  hereof and
supersedes all prior understandings, whether oral or written.

     13.  Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the laws of the  State of  Nevada  (without  giving  effect  to
principles of conflicts of law).

                                      -4-
IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement
on the day and year first above written.

                                    GRAND TOYS INTERNATIONAL, INC.

                                    By: /s/ David Mars
                                        ___________________________
                                          David Mars
                                          Vice Chairman

                                        /s/ Stephen Altro
                                    ------------------------------
                                          Stephen Altro

                                      -5-
Exhibit 4.9

                             STOCK OPTION AGREEMENT

     AGREEMENT  made as of this 28th day of May,  1996 by and between GRAND TOYS
INTERNATIONAL,  INC.,  a  corporation  organized  under the laws of the State of
Nevada (the "Company"), and DAVID MARS (the "Optionee").

                              W I T N E S S E T H:

     WHEREAS,  the  Optionee  has  provided  on-going  financial  support to the
Company; and

     WHEREAS,  the Company desires to compensate the Optionee for such financial
support to the Company.

     NOW,  THEREFORE,  in consideration  of the covenants and agreements  herein
contained, the parties hereto hereby agree as follows:

     1. Grant of Option.  Upon the terms and subject to the conditions set forth
herein, the Company hereby grants to the Optionee,  during the period commencing
on the date of this  Agreement  and ending  ten (10) years from the date  hereof
(the "Termination  Date"),  the right and option (the "Option") to purchase from
the  Company,  at a price of US $1.53 per  share,  such  number of shares of the
Company's common stock (the "Common Stock") as shall, on the date of exercise of
the Option and after  giving  effect to the  exercise of the  Option,  represent
11.81% of the Company's then  outstanding  Common Stock  exclusive of Additional
Affiliate Stock.

     For purposes of this  Agreement,  "Additional  Affiliate  Stock" shall mean
shares of Common  Stock  issued (or deemed to have been  issued) by the  Company
after  the date  hereof,  to (i) the  Optionee,  any  member  of the  Optionee's
immediate  family  or  any  Affiliate  of the  Optionee  or  any  member  of the
Optionee's immediate family, (ii) Amgo Investments, Inc. or (iii) Stephen Altro,
Ron Goldenberg or Ron Oboler,  any member of such person's  immediate  family or
any  Affiliate of the such person or any member of the such  person's  immediate
family.  For purposes of this Agreement,  "Affiliate" shall have the meaning set
forth in Rule 405 promulgated under the Securities Act of 1933, as amended.

     By way of example, if the Option were exercised in full on the date hereof,
the number of shares of Common Stock  issuable upon exercise of the Option would
be 1,031,983  (such shares would represent  11.81% of the 8,736,438  outstanding
shares (7,704,500+1,031,983) after giving effect to the exercise of the Option).
If, at the time of  exercise of the  Option,  the  Company has issued  1,000,000
additional  shares of Common  Stock and 150,000 of such  shares of Common  Stock
were issued to one or more of the persons identified in the foregoing paragraph,
the number of shares of Common Stock  issuable upon exercise of the Option would
be 1,145,579  (such  shares would  represent  11.81% of the  outstanding  shares
(9,700,079)  after giving  effect to the exercise of the Option  without  giving
effect   to   the    150,000    shares    of    Additional    Affiliate    Stock
(7,704,500+1,000,000-150,000+1,145,579)).

     2.  Exercise  of  Option.  Subject  to the terms and  conditions  set forth
herein, the Optionee may exercise all or part of the Option any time on or after
the date of this Agreement and prior to the Termination Date.

     3. Method of  Exercising  Option.  The  Optionee may exercise the Option by
delivering to the Company (i) a written  notice  stating the number of shares of
Common  Stock that the  Optionee  has  elected to purchase at that time from the
Company  and (ii) full  payment  of the  purchase  price of the shares of Common
Stock then to be purchased.

     Payment  of the  purchase  price for the  shares of Common  Stock  upon any
exercise of the Option may be made by certified or bank cashier's  check payable
to the order of the Company or by delivery  of shares of Common  Stock  having a
fair market value equal to the purchase  price of the Common Stock issuable upon
exercise of the Option,  duly endorsed in blank or  accompanied  by  appropriate
stock  powers,  together  with such  amount as the  Company  shall,  in its sole
discretion,  deem  necessary to satisfy any tax  withholding  obligation  or tax
arising by reason of the transfer of such shares of Common Stock.

     Only full shares of Common  Stock with an  aggregate  fair market value (as
determined by the Company) not  exceeding the purchase  price of the Option will
be accepted in payment,  and any portion of the Option  price which is in excess
of such aggregate fair market value must be paid in cash or by certified or bank
cashier's  check payable to the order of the Company,  it being  understood that
the  Company  shall  not be  required  to pay  cash  in  exchange  for  tendered
certificates.  If the  tendered  certificate(s)  evidence  more shares of Common
Stock than are accepted  for payment,  an  appropriate  replacement  certificate
shall be issued to the Optionee for the number of excess shares of Common Stock.

     4.  Issuance  of Common  Stock upon  Exercise  of Option.  As  promptly  as
practicable  after  receipt  of  such  written  notification  of the  Optionee's
election to exercise the Option and full  payment of such  purchase  price,  the
Company  shall issue or transfer to the  Optionee the number of shares of Common
Stock with respect to which the Option has been so exercised  and shall  deliver
to the  Optionee a  certificate  or  certificates  therefor,  registered  in the
Optionee's name.

     5.  Securities  Law  Acknowledgments.  The Optionee  acknowledges  that the
shares of Common Stock issued upon  exercise of the Option may not be registered
under  applicable  securities  laws,  that such shares of Common Stock purchased
upon the exercise of the Option must be held  indefinitely  unless  subsequently
registered under the applicable securities laws or unless an exemption therefrom
is available and at the election of the Company, such certificates may bear such
legends  regarding  the limited  transferability  of the shares of Common  Stock
under  applicable  securities  laws as counsel for the Company may require.  The
shares of Common  Stock  issued  pursuant to the terms of this  Agreement  shall
represent fully paid and nonassessable shares of Common Stock.

                                      -2-
6. Optionee.  Whenever the word "Optionee" is used in any provision of this
Agreement under  circumstances where the provision should logically be construed
to apply to the  executors,  administrators  or  person or  persons  to whom the
Option may be  transferred  by will or by the laws of descent and  distribution,
the word "Optionee" shall be deemed to include such person or persons.

     7. Transferability. The Option may be transferred by the Optionee only to a
member of the  Optionee's  immediate  family or pursuant to  applicable  laws of
descent and distribution.

     8.  Rights  as  Shareholder.  The  Optionee  shall  have  no  rights  as  a
shareholder  with  respect  to any share of Common  Stock  covered by the Option
until the  Optionee  shall  have  become  the  holder of record of such share of
Common Stock,  and no adjustment shall be made for dividends or distributions or
other  rights in respect of such share of Common Stock for which the record date
is prior to the date upon which the  Optionee  shall become the holder or record
thereof.

     9. Adjustment for  Recapitalization,  Merger,  Etc. The aggregate number of
shares of Common Stock which may be purchased pursuant to the Option, the number
of shares of Common Stock covered by the Option and the price per share shall be
appropriately adjusted for any increase or decrease in the number of outstanding
shares of Common  Stock  resulting  from a stock split or other  subdivision  or
consolidation  of shares of Common  Stock or for other  capital  adjustments  or
payments of stock dividends or  distributions or other increases or decreases in
the outstanding shares of Common Stock effected without receipt of consideration
by the Company.

     Subject to any required action by the shareholders, if the Company shall be
the surviving  corporation in any merger,  combination,  consolidation  or other
business transaction, the Option shall cover the securities to which a holder of
the number of shares of Common Stock covered by the  unexercised  portion of the
Option  would  have  been  entitled  pursuant  to the  terms  of the  merger  or
consolidation.

     Upon the  dissolution or  liquidation of the Company,  the Option and shall
terminate; provided, however, that the surviving corporation may grant an option
or options to purchase its shares on such terms and  conditions,  both as to the
number of shares and otherwise,  which shall  substantially  preserve the rights
and benefits of the Option.

     The foregoing  adjustments  and the manner of  application of the foregoing
provisions  shall be  determined by the Board of Directors of the Company in its
sole  discretion.  Any such  adjustments  may provide for the elimination of any
fractional share which might otherwise become subject to the Option.

                                      -3-
10. Compliance with Law.  Notwithstanding any of the provisions hereof, the
Optionee hereby agrees that the Optionee will not exercise the Option,  and that
the Company  will not be  obligated  to issue or  transfer  any shares of Common
Stock to the  Optionee  hereunder,  if the  exercise  hereof or the  issuance or
transfer of such Common  Stock shall  constitute  a violation by the Optionee or
the  Company of any  provisions  of any law or  regulation  of any  governmental
authority.  Any determination in this regard by the Compensation Committee shall
be final,  binding and  conclusive.  The Company shall in no event be obliged to
register  any  securities  pursuant to the Act or to take any other  affirmative
action in order to cause the  exercise of the Option or the issuance or transfer
of Common Stock  pursuant  thereto to comply with any law or  regulation  of any
governmental authority.

     11. Notice. Every notice or other communication  relating to this Agreement
shall be in writing and shall be mailed to or delivered to the party for whom it
is intended at such address as may from time to time be  designated  in a notice
mailed or delivered to the other party as herein provided; provided that, unless
and until some other address be so designated,  all notices or communications by
the  Optionee to the Company  shall be mailed or delivered to the Company at its
executive offices at 1710 Route Transcanadienne,  Dorval, Quebec, Canada H9P 1H7
and all notices or communications by the Company to the Optionee may be given to
the Optionee  personally  or may be mailed to the Optionee at the address  shown
below the Optionee's signature to this Agreement.

     12. Entire Agreement.  This Agreement sets forth the complete understanding
of the Company and the Optionee  with respect to the subject  matter  hereof and
supersedes all prior understandings, whether oral or written.

     13.  Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the laws of the  State of  Nevada  (without  giving  effect  to
principles of conflicts of law).

                                      -4-
IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement
on the day and year first above written.

                                    GRAND TOYS INTERNATIONAL, INC.

                                    By: /s/ Stephen Altro
                                        ___________________________
                                          Stephen Altro
                                          President

                                        /s/ David Mars
                                    ------------------------------
                                          David Mars

                                      -5-
Exhibit 4.10

                             STOCK OPTION AGREEMENT

     AGREEMENT  made as of this 28th day of May,  1996 by and between GRAND TOYS
INTERNATIONAL,  INC.,  a  corporation  organized  under the laws of the State of
Nevada (the "Company"), and RON GOLDENBERG (the "Optionee").

                              W I T N E S S E T H:

     WHEREAS,  the  Optionee  has  provided  on-going  financial  support to the
Company; and

     WHEREAS,  the Company desires to compensate the Optionee for such financial
support to the Company.
 
     NOW,  THEREFORE,  in consideration  of the covenants and agreements  herein
contained, the parties hereto hereby agree as follows:

     1. Grant of Option.  Upon the terms and subject to the conditions set forth
herein, the Company hereby grants to the Optionee,  during the period commencing
on the date of this  Agreement  and ending  ten (10) years from the date  hereof
(the "Termination  Date"),  the right and option (the "Option") to purchase from
the  Company,  at a price of US $1.53 per  share,  such  number of shares of the
Company's common stock (the "Common Stock") as shall, on the date of exercise of
the Option and after giving effect to the exercise of the Option, represent .54%
of the Company's then outstanding Common Stock exclusive of Additional Affiliate
Stock.

     For purposes of this  Agreement,  "Additional  Affiliate  Stock" shall mean
shares of Common  Stock  issued (or deemed to have been  issued) by the  Company
after  the date  hereof,  to (i) the  Optionee,  any  member  of the  Optionee's
immediate  family  or  any  Affiliate  of the  Optionee  or  any  member  of the
Optionee's immediate family, (ii) Amgo Investments, Inc. or (iii) Stephen Altro,
David Mars or Ron Oboler,  any member of such person's  immediate  family or any
Affiliate  of the such  person  or any  member  of the such  person's  immediate
family.  For purposes of this Agreement,  "Affiliate" shall have the meaning set
forth in Rule 405 promulgated under the Securities Act of 1933, as amended.

     By way of example, if the Option were exercised in full on the date hereof,
the number of shares of Common Stock  issuable upon exercise of the Option would
be  42,391  (such  shares  would  represent  .54%  of  the  outstanding   shares
(7,704,500+42,391)  after giving  effect to the exercise of the Option).  If, at
the time of exercise of the Option, the Company has issued 1,000,000  additional
shares of Common Stock and 150,000 of such shares of Common Stock were issued to
one or more of the persons identified in the foregoing paragraph,  the number of
shares of Common  Stock  issuable  upon  exercise of the Option  would be 46,445
(such shares would represent .54% of the outstanding  shares  (8,600,945)  after
giving effect to the exercise of the Option without giving effect to the 150,000
shares of Additional Affiliate Stock (7,704,500+1,000,000-150,000+46,445)).
2.  Exercise  of  Option.  Subject  to the terms and  conditions  set forth
herein, the Optionee may exercise all or part of the Option any time on or after
the date of this Agreement and prior to the Termination Date.

     3. Method of  Exercising  Option.  The  Optionee may exercise the Option by
delivering to the Company (i) a written  notice  stating the number of shares of
Common  Stock that the  Optionee  has  elected to purchase at that time from the
Company  and (ii) full  payment  of the  purchase  price of the shares of Common
Stock then to be purchased.

     Payment  of the  purchase  price for the  shares of Common  Stock  upon any
exercise of the Option may be made by certified or bank cashier's  check payable
to the order of the Company or by delivery  of shares of Common  Stock  having a
fair market value equal to the purchase  price of the Common Stock issuable upon
exercise of the Option,  duly endorsed in blank or  accompanied  by  appropriate
stock  powers,  together  with such  amount as the  Company  shall,  in its sole
discretion,  deem  necessary to satisfy any tax  withholding  obligation  or tax
arising by reason of the transfer of such shares of Common Stock.

     Only full shares of Common  Stock with an  aggregate  fair market value (as
determined by the Company) not  exceeding the purchase  price of the Option will
be accepted in payment,  and any portion of the Option  price which is in excess
of such aggregate fair market value must be paid in cash or by certified or bank
cashier's  check payable to the order of the Company,  it being  understood that
the  Company  shall  not be  required  to pay  cash  in  exchange  for  tendered
certificates.  If the  tendered  certificate(s)  evidence  more shares of Common
Stock than are accepted  for payment,  an  appropriate  replacement  certificate
shall be issued to the Optionee for the number of excess shares of Common Stock.

     4.  Issuance  of Common  Stock upon  Exercise  of Option.  As  promptly  as
practicable  after  receipt  of  such  written  notification  of the  Optionee's
election to exercise the Option and full  payment of such  purchase  price,  the
Company  shall issue or transfer to the  Optionee the number of shares of Common
Stock with respect to which the Option has been so exercised  and shall  deliver
to the  Optionee a  certificate  or  certificates  therefor,  registered  in the
Optionee's name.

     5.  Securities  Law  Acknowledgments.  The Optionee  acknowledges  that the
shares of Common Stock issued upon  exercise of the Option may not be registered
under  applicable  securities  laws,  that such shares of Common Stock purchased
upon the exercise of the Option must be held  indefinitely  unless  subsequently
registered under the applicable securities laws or unless an exemption therefrom
is available and at the election of the Company, such certificates may bear such
legends  regarding  the limited  transferability  of the shares of Common  Stock
under  applicable  securities  laws as counsel for the Company may require.  The
shares of Common  Stock  issued  pursuant to the terms of this  Agreement  shall
represent fully paid and nonassessable shares of Common Stock.

                                      -2-
6. Optionee.  Whenever the word "Optionee" is used in any provision of this
Agreement under  circumstances where the provision should logically be construed
to apply to the  executors,  administrators  or  person or  persons  to whom the
Option may be  transferred  by will or by the laws of descent and  distribution,
the word "Optionee" shall be deemed to include such person or persons.

     7. Transferability. The Option may be transferred by the Optionee only to a
member of the  Optionee's  immediate  family or pursuant to  applicable  laws of
descent and distribution.

     8.  Rights  as  Shareholder.  The  Optionee  shall  have  no  rights  as  a
shareholder  with  respect  to any share of Common  Stock  covered by the Option
until the  Optionee  shall  have  become  the  holder of record of such share of
Common Stock,  and no adjustment shall be made for dividends or distributions or
other  rights in respect of such share of Common Stock for which the record date
is prior to the date upon which the  Optionee  shall become the holder or record
thereof.

     9. Adjustment for  Recapitalization,  Merger,  Etc. The aggregate number of
shares of Common Stock which may be purchased pursuant to the Option, the number
of shares of Common Stock covered by the Option and the price per share shall be
appropriately adjusted for any increase or decrease in the number of outstanding
shares of Common  Stock  resulting  from a stock split or other  subdivision  or
consolidation  of shares of Common  Stock or for other  capital  adjustments  or
payments of stock dividends or  distributions or other increases or decreases in
the outstanding shares of Common Stock effected without receipt of consideration
by the Company.

     Subject to any required action by the shareholders, if the Company shall be
the surviving  corporation in any merger,  combination,  consolidation  or other
business transaction, the Option shall cover the securities to which a holder of
the number of shares of Common Stock covered by the  unexercised  portion of the
Option  would  have  been  entitled  pursuant  to the  terms  of the  merger  or
consolidation.

     Upon the  dissolution or  liquidation of the Company,  the Option and shall
terminate; provided, however, that the surviving corporation may grant an option
or options to purchase its shares on such terms and  conditions,  both as to the
number of shares and otherwise,  which shall  substantially  preserve the rights
and benefits of the Option.

     The foregoing  adjustments  and the manner of  application of the foregoing
provisions  shall be  determined by the Board of Directors of the Company in its
sole  discretion.  Any such  adjustments  may provide for the elimination of any
fractional share which might otherwise become subject to the Option.

                                      -3-
10. Compliance with Law.  Notwithstanding any of the provisions hereof, the
Optionee hereby agrees that the Optionee will not exercise the Option,  and that
the Company  will not be  obligated  to issue or  transfer  any shares of Common
Stock to the  Optionee  hereunder,  if the  exercise  hereof or the  issuance or
transfer of such Common  Stock shall  constitute  a violation by the Optionee or
the  Company of any  provisions  of any law or  regulation  of any  governmental
authority.  Any determination in this regard by the Compensation Committee shall
be final,  binding and  conclusive.  The Company shall in no event be obliged to
register  any  securities  pursuant to the Act or to take any other  affirmative
action in order to cause the  exercise of the Option or the issuance or transfer
of Common Stock  pursuant  thereto to comply with any law or  regulation  of any
governmental authority.

     11. Notice. Every notice or other communication  relating to this Agreement
shall be in writing and shall be mailed to or delivered to the party for whom it
is intended at such address as may from time to time be  designated  in a notice
mailed or delivered to the other party as herein provided; provided that, unless
and until some other address be so designated,  all notices or communications by
the  Optionee to the Company  shall be mailed or delivered to the Company at its
executive offices at 1710 Route Transcanadienne,  Dorval, Quebec, Canada H9P 1H7
and all notices or communications by the Company to the Optionee may be given to
the Optionee  personally  or may be mailed to the Optionee at the address  shown
below the Optionee's signature to this Agreement.

     12. Entire Agreement.  This Agreement sets forth the complete understanding
of the Company and the Optionee  with respect to the subject  matter  hereof and
supersedes all prior understandings, whether oral or written.

     13.  Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the laws of the  State of  Nevada  (without  giving  effect  to
principles of conflicts of law).

                                      -4-
IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement
on the day and year first above written.

                                    GRAND TOYS INTERNATIONAL, INC.

                                    By: /s/ Stephen Altro
                                        ___________________________
                                          Stephen Altro
                                          President

                                        /s/ Ron Goldenberg
                                    ------------------------------
                                          Ron Goldenberg

                                      -5-
Exhibit 4.11

                             STOCK OPTION AGREEMENT

     AGREEMENT  made as of this 1st day of October,  1996 by and  between  GRAND
TOYS INTERNATIONAL, INC., a corporation organized under the laws of the State of
Nevada (the "Company"), and ELLIOT L. BIER (the "Optionee").

                              W I T N E S S E T H:

     WHEREAS, the Optionee has provided or will provide valuable services to the
Company  and the Company  desires to reward such  services  and  encourages  the
Optionee's  continued  dedication and to afford the Optionee the  opportunity to
acquire stock ownership in, or otherwise share in the  appreciation of the stock
of, the Company so that the Optionee may have a direct  proprietary  interest in
the Company's success.

     NOW,  THEREFORE,  in consideration  of the covenants and agreements  herein
contained, the parties hereto hereby agree as follows:

     1. Grant of Option.  Upon the terms and subject to the conditions set forth
herein, the Company hereby grants to the Optionee,  during the period commencing
on the date of this  Agreement  and ending  ten (10) years from the date  hereof
(the "Termination  Date"),  the right and option (the "Option") to purchase from
the  Company,  at a price of US $.95 per  share,  such  number  of shares of the
Company's common stock (the "Common Stock") as shall, on the date of exercise of
the Option and after  giving  effect to the  exercise of the  Option,  represent
1.28% of the Company's  then  outstanding  Common Stock  exclusive of Additional
Affiliate Stock.

     For purposes of this  Agreement,  "Additional  Affiliate  Stock" shall mean
shares of Common  Stock  issued (or deemed to have been  issued) by the  Company
after  the date  hereof,  to (i) the  Optionee,  any  member  of the  Optionee's
immediate  family  or  any  Affiliate  of the  Optionee  or  any  member  of the
Optionee's  immediate family. For purposes of this Agreement,  "Affiliate" shall
have the meaning set forth in Rule 405  promulgated  under the Securities Act of
1933, as amended.

     By way of example, if the Option were exercised in full on the date hereof,
the number of shares of Common Stock  issuable upon exercise of the Option would
be 100,000  (such  shares would  represent  1.28% of the  7,804,500  outstanding
shares  (7,704,500+100,000)  after giving effect to the exercise of the Option).
If, at the time of  exercise of the  Option,  the  Company has issued  1,000,000
additional  shares of Common  Stock and 150,000 of such  shares of Common  Stock
were issued to one or more of the persons identified in the foregoing paragraph,
the number of shares of Common Stock  issuable upon exercise of the Option would
be  110,917  (such  shares  would  represent  1.28%  of the  outstanding  shares
(8,665,417)  after giving  effect to the exercise of the Option  without  giving
effect   to   the    150,000    shares    of    Additional    Affiliate    Stock
(7,704,500+1,000,000-150,000+110,917)).

     2.  Exercise  of  Option.  Subject  to the terms and  conditions  set forth
herein, the Optionee may exercise all or part of the Option any time on or after
the six month anniversary of this Agreement and prior to the Termination Date.

     3. Method of  Exercising  Option.  The  Optionee may exercise the Option by
delivering to the Company (i) a written  notice  stating the number of shares of
Common  Stock that the  Optionee  has  elected to purchase at that time from the
Company  and (ii) full  payment  of the  purchase  price of the shares of Common
Stock then to be purchased.

     Payment  of the  purchase  price for the  shares of Common  Stock  upon any
exercise of the Option may be made by certified or bank cashier's  check payable
to the order of the Company or by delivery  of shares of Common  Stock  having a
fair market value equal to the purchase  price of the Common Stock issuable upon
exercise of the Option,  duly endorsed in blank or  accompanied  by  appropriate
stock  powers,  together  with such  amount as the  Company  shall,  in its sole
discretion,  deem  necessary to satisfy any tax  withholding  obligation  or tax
arising by reason of the transfer of such shares of Common Stock.

     Only full shares of Common  Stock with an  aggregate  fair market value (as
determined by the Company) not  exceeding the purchase  price of the Option will
be accepted in payment,  and any portion of the Option  price which is in excess
of such aggregate fair market value must be paid in cash or by certified or bank
cashier's  check payable to the order of the Company,  it being  understood that
the  Company  shall  not be  required  to pay  cash  in  exchange  for  tendered
certificates.  If the  tendered  certificate(s)  evidence  more shares of Common
Stock than are accepted  for payment,  an  appropriate  replacement  certificate
shall be issued to the Optionee for the number of excess shares of Common Stock.

     4.  Issuance  of Common  Stock upon  Exercise  of Option.  As  promptly  as
practicable  after  receipt  of  such  written  notification  of the  Optionee's
election to exercise the Option and full  payment of such  purchase  price,  the
Company  shall issue or transfer to the  Optionee the number of shares of Common
Stock with respect to which the Option has been so exercised  and shall  deliver
to the  Optionee a  certificate  or  certificates  therefor,  registered  in the
Optionee's name.

     5.  Securities  Law  Acknowledgments.  The Optionee  acknowledges  that the
shares of Common Stock issued upon  exercise of the Option may not be registered
under  applicable  securities  laws,  that such shares of Common Stock purchased
upon the exercise of the Option must be held  indefinitely  unless  subsequently
registered under the applicable securities laws or unless an exemption therefrom
is available and at the election of the Company, such certificates may bear such
legends  regarding  the limited  transferability  of the shares of Common  Stock
under  applicable  securities  laws as counsel for the Company may require.  The
shares of Common  Stock  issued  pursuant to the terms of this  Agreement  shall
represent fully paid and nonassessable shares of Common Stock.

                                      -2-
6. Optionee.  Whenever the word "Optionee" is used in any provision of this
Agreement under  circumstances where the provision should logically be construed
to apply to the  executors,  administrators  or  person or  persons  to whom the
Option may be  transferred  by will or by the laws of descent and  distribution,
the word "Optionee" shall be deemed to include such person or persons.

     7. Transferability. The Option may be transferred by the Optionee only to a
member of the  Optionee's  immediate  family or pursuant to  applicable  laws of
descent and distribution.

     8.  Rights  as  Shareholder.  The  Optionee  shall  have  no  rights  as  a
shareholder  with  respect  to any share of Common  Stock  covered by the Option
until the  Optionee  shall  have  become  the  holder of record of such share of
Common Stock,  and no adjustment shall be made for dividends or distributions or
other  rights in respect of such share of Common Stock for which the record date
is prior to the date upon which the  Optionee  shall become the holder or record
thereof.

     9. Adjustment for  Recapitalization,  Merger,  Etc. The aggregate number of
shares of Common Stock which may be purchased pursuant to the Option, the number
of shares of Common Stock covered by the Option and the price per share shall be
appropriately adjusted for any increase or decrease in the number of outstanding
shares of Common  Stock  resulting  from a stock split or other  subdivision  or
consolidation  of shares of Common  Stock or for other  capital  adjustments  or
payments of stock dividends or  distributions or other increases or decreases in
the outstanding shares of Common Stock effected without receipt of consideration
by the Company.

     Subject to any required action by the shareholders, if the Company shall be
the surviving  corporation in any merger,  combination,  consolidation  or other
business transaction, the Option shall cover the securities to which a holder of
the number of shares of Common Stock covered by the  unexercised  portion of the
Option  would  have  been  entitled  pursuant  to the  terms  of the  merger  or
consolidation.

     Upon the  dissolution or  liquidation of the Company,  the Option and shall
terminate; provided, however, that the surviving corporation may grant an option
or options to purchase its shares on such terms and  conditions,  both as to the
number of shares and otherwise,  which shall  substantially  preserve the rights
and benefits of the Option.

     The foregoing  adjustments  and the manner of  application of the foregoing
provisions  shall be  determined by the Board of Directors of the Company in its
sole  discretion.  Any such  adjustments  may provide for the elimination of any
fractional share which might otherwise become subject to the Option.

                                      -3-
10. Compliance with Law.  Notwithstanding any of the provisions hereof, the
Optionee hereby agrees that the Optionee will not exercise the Option,  and that
the Company  will not be  obligated  to issue or  transfer  any shares of Common
Stock to the  Optionee  hereunder,  if the  exercise  hereof or the  issuance or
transfer of such Common  Stock shall  constitute  a violation by the Optionee or
the  Company of any  provisions  of any law or  regulation  of any  governmental
authority.  Any determination in this regard by the Compensation Committee shall
be final,  binding and  conclusive.  The Company shall in no event be obliged to
register  any  securities  pursuant to the Act or to take any other  affirmative
action in order to cause the  exercise of the Option or the issuance or transfer
of Common Stock  pursuant  thereto to comply with any law or  regulation  of any
governmental authority.

     11. Notice. Every notice or other communication  relating to this Agreement
shall be in writing and shall be mailed to or delivered to the party for whom it
is intended at such address as may from time to time be  designated  in a notice
mailed or delivered to the other party as herein provided; provided that, unless
and until some other address be so designated,  all notices or communications by
the  Optionee to the Company  shall be mailed or delivered to the Company at its
executive offices at 1710 Route Transcanadienne,  Dorval, Quebec, Canada H9P 1H7
and all notices or communications by the Company to the Optionee may be given to
the Optionee  personally  or may be mailed to the Optionee at the address  shown
below the Optionee's signature to this Agreement.

     12. Entire Agreement.  This Agreement sets forth the complete understanding
of the Company and the Optionee  with respect to the subject  matter  hereof and
supersedes all prior understandings, whether oral or written.

     13.  Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the laws of the  State of  Nevada  (without  giving  effect  to
principles of conflicts of law).

                                      -4-
IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement
on the day and year first above written.

                                    GRAND TOYS INTERNATIONAL, INC.

                                    By: /s/ Stephen Altro
                                        ___________________________
                                          Stephen Altro
                                          President

                                        /s/ Elliot L. Bier
                                    ------------------------------
                                          Elliot L. Bier

                                      -5-
Exhibit 4.12

                             STOCK OPTION AGREEMENT

     AGREEMENT made as of this 30th day of July,  1998 by and between GRAND TOYS
INTERNATIONAL,  INC.,  a  corporation  organized  under the laws of the State of
Nevada (the "Company"), and LAWRENCE BERNSTEIN (the "Optionee").

                              W I T N E S S E T H:

     WHEREAS,  Optionee  has  entered  into an  Employment  Agreement  with  the
Company.; and

     WHEREAS,  the Company  desires to provide  additional  compensation  to the
Optionee in connection with Optionee's employment.

     NOW,  THEREFORE,  in consideration  of the covenants and agreements  herein
contained, the parties hereto hereby agree as follows:

     1. Grant of Option.  Upon the terms and subject to the conditions set forth
herein, the Company hereby grants to the Optionee,  during the period commencing
on the date of this  Agreement,  the right and option (the "Option") to purchase
140,000 shares of the Company's  common stock (the "Common  Stock") at $5.50 per
share.  The Option shall vest as of the date hereof.  The Option shall terminate
upon in the event of Optionee's  voluntary  termination of employment within six
months of the date hereof or upon Optionee's  termination for Cause as that term
is defined in the Employment Agreement (the "Termination Date"),

     2.  Exercise  of  Option.  Subject  to the terms and  conditions  set forth
herein, the Optionee may exercise all or part of the Option any time on or after
the six month anniversary of the date hereof and prior to the Termination Date.

     3. Method of  Exercising  Option.  The  Optionee may exercise the Option by
delivering to the Company (i) a written  notice  stating the number of shares of
Common  Stock that the  Optionee  has  elected to purchase at that time from the
Company  and (ii) full  payment  of the  purchase  price of the shares of Common
Stock then to be purchased.

     Payment  of the  purchase  price for the  shares of Common  Stock  upon any
exercise of the Option may be made by certified or bank cashier's  check payable
to the order of the Company or by delivery  of shares of Common  Stock  having a
fair market value equal to the purchase  price of the Common Stock issuable upon
exercise of the Option,  duly endorsed in blank or  accompanied  by  appropriate
stock  powers,  together  with such  amount as the  Company  shall,  in its sole
discretion,  deem  necessary to satisfy any tax  withholding  obligation  or tax
arising by reason of the transfer of such shares of Common Stock.
Only full shares of Common  Stock with an  aggregate  fair market value (as
determined by the Company) not  exceeding the purchase  price of the Option will
be accepted in payment,  and any portion of the Option  price which is in excess
of such aggregate fair market value must be paid in cash or by certified or bank
cashier's  check payable to the order of the Company,  it being  understood that
the  Company  shall  not be  required  to pay  cash  in  exchange  for  tendered
certificates.  If the  tendered  certificate(s)  evidence  more shares of Common
Stock than are accepted  for payment,  an  appropriate  replacement  certificate
shall be issued to the Optionee for the number of excess shares of Common Stock.

     4.  Issuance  of Common  Stock upon  Exercise  of Option.  As  promptly  as
practicable  after  receipt  of  such  written  notification  of the  Optionee's
election to exercise the Option and full  payment of such  purchase  price,  the
Company  shall issue or transfer to the  Optionee the number of shares of Common
Stock with respect to which the Option has been so exercised  and shall  deliver
to the  Optionee a  certificate  or  certificates  therefor,  registered  in the
Optionee's name.

     5.  Securities  Law  Acknowledgments.  The Optionee  acknowledges  that the
shares of Common Stock issued upon  exercise of the Option may not be registered
under  applicable  securities  laws,  that such shares of Common Stock purchased
upon the exercise of the Option must be held  indefinitely  unless  subsequently
registered under the applicable securities laws or unless an exemption therefrom
is available and at the election of the Company, such certificates may bear such
legends  regarding  the limited  transferability  of the shares of Common  Stock
under  applicable  securities  laws as counsel for the Company may require.  The
shares of Common  Stock  issued  pursuant to the terms of this  Agreement  shall
represent fully paid and nonassessable shares of Common Stock.
           
     6. Optionee.  Whenever the word "Optionee" is used in any provision of this
Agreement under  circumstances where the provision should logically be construed
to apply to the  executors,  administrators  or  person or  persons  to whom the
Option may be  transferred  by will or by the laws of descent and  distribution,
the word "Optionee" shall be deemed to include such person or persons.

     7. Transferability. The Option may be transferred by the Optionee only to a
member of the  Optionee's  immediate  family or pursuant to  applicable  laws of
descent and distribution.

     8.  Rights  as  Shareholder.  The  Optionee  shall  have  no  rights  as  a
shareholder  with  respect  to any share of Common  Stock  covered by the Option
until the  Optionee  shall  have  become  the  holder of record of such share of
Common Stock,  and no adjustment shall be made for dividends or distributions or
other  rights in respect of such share of Common Stock for which the record date
is prior to the date upon which the  Optionee  shall become the holder of record
thereof.

                                      -2-
9. Adjustment for  Recapitalization,  Merger,  Etc. The aggregate number of
shares of Common Stock which may be purchased pursuant to the Option, the number
of shares of Common Stock covered by the Option and the price per share shall be
appropriately adjusted for any increase or decrease in the number of outstanding
shares of Common  Stock  resulting  from a stock split or other  subdivision  or
consolidation  of shares of Common  Stock or for other  capital  adjustments  or
payments of stock dividends or  distributions or other increases or decreases in
the outstanding shares of Common Stock effected without receipt of consideration
by the Company.

     Subject to any required action by the shareholders, if the Company shall be
the surviving  corporation in any merger,  combination,  consolidation  or other
business transaction, the Option shall cover the securities to which a holder of
the number of shares of Common Stock covered by the  unexercised  portion of the
Option  would  have  been  entitled  pursuant  to the  terms  of the  merger  or
consolidation.

     Upon the  dissolution  or  liquidation  of the  Company,  the Option  shall
terminate; provided, however, that the surviving corporation may grant an option
or options to purchase its shares on such terms and  conditions,  both as to the
number of shares and otherwise,  which shall  substantially  preserve the rights
and benefits of the Option.

     The foregoing  adjustments  and the manner of  application of the foregoing
provisions  shall be  determined by the Board of Directors of the Company in its
sole  discretion.  Any such  adjustments  may provide for the elimination of any
fractional share which might otherwise become subject to the Option.

     10. Compliance with Law.  Notwithstanding any of the provisions hereof, the
Optionee hereby agrees that the Optionee will not exercise the Option,  and that
the Company  will not be  obligated  to issue or  transfer  any shares of Common
Stock to the  Optionee  hereunder,  if the  exercise  hereof or the  issuance or
transfer of such Common  Stock shall  constitute  a violation by the Optionee or
the  Company of any  provisions  of any law or  regulation  of any  governmental
authority.  Any determination in this regard by the Compensation Committee shall
be final,  binding and  conclusive.  The Company shall in no event be obliged to
register  any  securities  pursuant to the Act or to take any other  affirmative
action in order to cause the  exercise of the Option or the issuance or transfer
of Common Stock  pursuant  thereto to comply with any law or  regulation  of any
governmental authority.

     11. Notice. Every notice or other communication  relating to this Agreement
shall be in writing and shall be mailed to or delivered to the party for whom it
is intended at such address as may from time to time be  designated  in a notice
mailed or delivered to the other party as herein provided; provided that, unless
and until some other address be so designated,  all notices or communications by
the  Optionee to the Company  shall be mailed or delivered to the Company at its
executive offices at 1710 Route Transcanadienne,  Dorval, Quebec, Canada H9P 1H7
and all notices or communications by the Company to the Optionee may be given to
the Optionee  personally  or may be mailed to the Optionee at the address  shown
below the Optionee's signature to this Agreement.

                                      -3-
12. Entire Agreement.  This Agreement sets forth the complete understanding
of the Company and the Optionee  with respect to the subject  matter  hereof and
supersedes all prior understandings, whether oral or written.

     13.  Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the laws of the  State of  Nevada  (without  giving  effect  to
principles of conflicts of law).

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

                                    GRAND TOYS INTERNATIONAL, INC.

                                    By: /s/ Stephen Altro
                                        ___________________________
                                    Name: Stephen Altro
                                    Title:     Chairman

                                        /s/ Lawrence Bernstein
                                    ------------------------------
                                    Name: Lawrence Bernstein
                                    Address:

                                      -4-
Exhibit 4.13

                             STOCK OPTION AGREEMENT

     AGREEMENT made as of this 30th day of July,  1998 by and between GRAND TOYS
INTERNATIONAL,  INC.,  a  corporation  organized  under the laws of the State of
Nevada (the "Company"), and ROBERT FINN (the "Optionee").

                              W I T N E S S E T H:

     WHEREAS,  Optionee  has  entered  into an  Employment  Agreement  with  the
Company; and

     WHEREAS,  the Company  desires to provide  additional  compensation  to the
Optionee in connection with Optionee's employment.

     NOW,  THEREFORE,  in consideration  of the covenants and agreements  herein
contained, the parties hereto hereby agree as follows:

     1. Grant of Option.  Upon the terms and subject to the conditions set forth
herein, the Company hereby grants to the Optionee,  during the period commencing
on the date of this  Agreement,  the right and option (the "Option") to purchase
140,000 shares of the Company's  common stock (the "Common  Stock") at $5.50 per
share.  The Option shall vest as of the date hereof.  The Option shall terminate
upon in the event of Optionee's  voluntary  termination of employment within six
months of the date hereof or upon Optionee's  termination for Cause as that term
is defined in the Employment Agreement (the "Termination Date"),

     2.  Exercise  of  Option.  Subject  to the terms and  conditions  set forth
herein, the Optionee may exercise all or part of the Option any time on or after
the six month anniversary of the date hereof and prior to the Termination Date.

     3. Method of  Exercising  Option.  The  Optionee may exercise the Option by
delivering to the Company (i) a written  notice  stating the number of shares of
Common  Stock that the  Optionee  has  elected to purchase at that time from the
Company  and (ii) full  payment  of the  purchase  price of the shares of Common
Stock then to be purchased.

     Payment  of the  purchase  price for the  shares of Common  Stock  upon any
exercise of the Option may be made by certified or bank cashier's  check payable
to the order of the Company or by delivery  of shares of Common  Stock  having a
fair market value equal to the purchase  price of the Common Stock issuable upon
exercise of the Option,  duly endorsed in blank or  accompanied  by  appropriate
stock  powers,  together  with such  amount as the  Company  shall,  in its sole
discretion,  deem  necessary to satisfy any tax  withholding  obligation  or tax
arising by reason of the transfer of such shares of Common Stock.
Only full shares of Common  Stock with an  aggregate  fair market value (as
determined by the Company) not  exceeding the purchase  price of the Option will
be accepted in payment,  and any portion of the Option  price which is in excess
of such aggregate fair market value must be paid in cash or by certified or bank
cashier's  check payable to the order of the Company,  it being  understood that
the  Company  shall  not be  required  to pay  cash  in  exchange  for  tendered
certificates.  If the  tendered  certificate(s)  evidence  more shares of Common
Stock than are accepted  for payment,  an  appropriate  replacement  certificate
shall be issued to the Optionee for the number of excess shares of Common Stock.

     4.  Issuance  of Common  Stock upon  Exercise  of Option.  As  promptly  as
practicable  after  receipt  of  such  written  notification  of the  Optionee's
election to exercise the Option and full  payment of such  purchase  price,  the
Company  shall issue or transfer to the  Optionee the number of shares of Common
Stock with respect to which the Option has been so exercised  and shall  deliver
to the  Optionee a  certificate  or  certificates  therefor,  registered  in the
Optionee's name.

     5.  Securities  Law  Acknowledgments.  The Optionee  acknowledges  that the
shares of Common Stock issued upon  exercise of the Option may not be registered
under  applicable  securities  laws,  that such shares of Common Stock purchased
upon the exercise of the Option must be held  indefinitely  unless  subsequently
registered under the applicable securities laws or unless an exemption therefrom
is available and at the election of the Company, such certificates may bear such
legends  regarding  the limited  transferability  of the shares of Common  Stock
under  applicable  securities  laws as counsel for the Company may require.  The
shares of Common  Stock  issued  pursuant to the terms of this  Agreement  shall
represent fully paid and nonassessable shares of Common Stock.

     6. Optionee.  Whenever the word "Optionee" is used in any provision of this
Agreement under  circumstances where the provision should logically be construed
to apply to the  executors,  administrators  or  person or  persons  to whom the
Option may be  transferred  by will or by the laws of descent and  distribution,
the word "Optionee" shall be deemed to include such person or persons.

     7. Transferability. The Option may be transferred by the Optionee only to a
member of the  Optionee's  immediate  family or pursuant to  applicable  laws of
descent and distribution.

     8.  Rights  as  Shareholder.  The  Optionee  shall  have  no  rights  as  a
shareholder  with  respect  to any share of Common  Stock  covered by the Option
until the  Optionee  shall  have  become  the  holder of record of such share of
Common Stock,  and no adjustment shall be made for dividends or distributions or
other  rights in respect of such share of Common Stock for which the record date
is prior to the date upon which the  Optionee  shall become the holder of record
thereof.

                                      -2-
9. Adjustment for  Recapitalization,  Merger,  Etc. The aggregate number of
shares of Common Stock which may be purchased pursuant to the Option, the number
of shares of Common Stock covered by the Option and the price per share shall be
appropriately adjusted for any increase or decrease in the number of outstanding
shares of Common  Stock  resulting  from a stock split or other  subdivision  or
consolidation  of shares of Common  Stock or for other  capital  adjustments  or
payments of stock dividends or  distributions or other increases or decreases in
the outstanding shares of Common Stock effected without receipt of consideration
by the Company.

     Subject to any required action by the shareholders, if the Company shall be
the surviving  corporation in any merger,  combination,  consolidation  or other
business transaction, the Option shall cover the securities to which a holder of
the number of shares of Common Stock covered by the  unexercised  portion of the
Option  would  have  been  entitled  pursuant  to the  terms  of the  merger  or
consolidation.

     Upon the  dissolution  or  liquidation  of the  Company,  the Option  shall
terminate; provided, however, that the surviving corporation may grant an option
or options to purchase its shares on such terms and  conditions,  both as to the
number of shares and otherwise,  which shall  substantially  preserve the rights
and benefits of the Option.

     The foregoing  adjustments  and the manner of  application of the foregoing
provisions  shall be  determined by the Board of Directors of the Company in its
sole  discretion.  Any such  adjustments  may provide for the elimination of any
fractional share which might otherwise become subject to the Option.

     10. Compliance with Law.  Notwithstanding any of the provisions hereof, the
Optionee hereby agrees that the Optionee will not exercise the Option,  and that
the Company  will not be  obligated  to issue or  transfer  any shares of Common
Stock to the  Optionee  hereunder,  if the  exercise  hereof or the  issuance or
transfer of such Common  Stock shall  constitute  a violation by the Optionee or
the  Company of any  provisions  of any law or  regulation  of any  governmental
authority.  Any determination in this regard by the Compensation Committee shall
be final,  binding and  conclusive.  The Company shall in no event be obliged to
register  any  securities  pursuant to the Act or to take any other  affirmative
action in order to cause the  exercise of the Option or the issuance or transfer
of Common Stock  pursuant  thereto to comply with any law or  regulation  of any
governmental authority.

     11. Notice. Every notice or other communication  relating to this Agreement
shall be in writing and shall be mailed to or delivered to the party for whom it
is intended at such address as may from time to time be  designated  in a notice
mailed or delivered to the other party as herein provided; provided that, unless
and until some other address be so designated,  all notices or communications by
the  Optionee to the Company  shall be mailed or delivered to the Company at its
executive offices at 1710 Route Transcanadienne,  Dorval, Quebec, Canada H9P 1H7
and all notices or communications by the Company to the Optionee may be given to
the Optionee  personally  or may be mailed to the Optionee at the address  shown
below the Optionee's signature to this Agreement.

                                      -3-
12. Entire Agreement.  This Agreement sets forth the complete understanding
of the Company and the Optionee  with respect to the subject  matter  hereof and
supersedes all prior understandings, whether oral or written.

     13.  Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the laws of the  State of  Nevada  (without  giving  effect  to
principles of conflicts of law).

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

                                    GRAND TOYS INTERNATIONAL, INC.

                                    By: /s/ Ron Goldenberg
                                        ___________________________
                                    Name: Ron Goldenberg
                                    Title:  Executive Vice
                                          President and Chief
                                          Financial Officer

                                        /s/ Robert Finn
                                    ------------------------------
                                    Name: Robert Finn
                                    Address:

                                      -4-
Exhibit 5.1

                                       PIPER & MARBURY
                                           L.L.P.
                                 1251 AVENUE OF THE AMERICAS
                                NEW YORK, NEW YORK 10020-1104
                                        212-835-6000
                                      FAX: 212-835-6001
                                                                     BALTIMORE
                                                                    WASHINGTON
                                                                  PHILADELPHIA
                                                                        EASTON

                                December 15, 1998

Grand Toys International, Inc.
1710 Route Transcandienne
Dorval, Quebec, Canada H9P 1H7

Gentlemen:

      We have  acted as  counsel to Grand  Toys  International,  Inc.,  a Nevada
corporation   (the   "Company"),   in  connection  with  the  preparation  of  a
Registration   Statement  on  Form  S-8  of  the  Company   (the   "Registration
Statement"),   filed  with  the   Securities   and  Exchange   Commission   (the
"Commission")  on December 14, 1998,  pursuant to the Securities Act of 1933, as
amended. The Registration Statement covers the sale of 300,000 shares (the "Plan
Shares") of the  Company's  Common Stock,  $.001 par value (the "Common  Stock")
issuable upon  exercise of options  granted or to be granted under the Company's
Amended and Restated  1993 Stock Option Plan (the "Plan") and  1,721,095  shares
(the "Non-Plan  Shares")  issuable upon exercise of options  granted outside the
Plan. The Plan Shares together with the Non-Plan  Shares are hereafter  referred
to as the "Option Shares."

     In this capacity, we have examined the Registration Statement, the Articles
of  Incorporation,  as amended,  and Amended and Restated Bylaws of the Company,
the records of  corporate  proceedings  of the Company and such other  statutes,
certificates,  instruments and documents  relating to the Company and matters of
law as we  have  deemed  necessary  to the  issuance  of this  opinion.  In such
examination, we have assumed, without independent investigation, the genuineness
of all  signatures,  the legal capacity of all individuals who have executed any
of the aforesaid documents, the authenticity of all documents submitted to us as
originals,  the conformity  with  originals of all documents  submitted to us as
copies (and the  authenticity  of the originals of such copies),  and all public
records  reviewed are  accurate and  complete.  As to factual  matters,  we have
relied upon statements or representations of officers and other  representatives
of the Company,  public officials or others and have not independently  verified
the matters stated therein.
Piper & Marbury
                                                                          L.L.P.

Grand Toys International, Inc.
December 15, 1998
Page 2

     Based upon the foregoing,  we are of the opinion that the sale and issuance
of the Option Shares have been duly  authorized by the Board of Directors of the
Company,  and the Option Shares when issued and paid for, as contemplated by the
Registration  Statement and as provided for in the respective option agreements,
will be validly issued, fully paid and non-assessable.

      We call  your  attention  to the fact  that the  members  of this firm who
worked on the transactions  contemplated herein are not licensed to practice law
in any jurisdiction  other than the State of New York. To the extent the laws of
Nevada are or may be applicable in rendering the foregoing opinion,  our opinion
is based  solely  upon a review of the General  Corporation  Law of the State of
Nevada. Accordingly, except as provided in the preceding sentence, we express no
opinion with respect to the laws of any jurisdiction other than the State of New
York  and  the  federal  laws  of the  United  States  typically  applicable  to
transactions of the type  contemplated by the  Registration  Statement.  Without
limiting the generality of the foregoing,  we also express no opinion concerning
compliance   with  the  laws  or  regulations  of  any  other   jurisdiction  or
jurisdictions.  We  assume no  obligation  to  supplement  this  opinion  if any
applicable  laws change after the date hereof or if we become aware of any facts
that might change the opinions expressed herein after the date hereof.

      The opinion  expressed in this letter is solely for the use of the Company
in connection with the Registration Statement. This opinion may not be relied on
by any other  person  or in any  other  connection  without  our  prior  written
approval.  The  opinion  expressed  in this letter is limited to the matters set
forth  herein,  and no other  opinion  should be  inferred  beyond  the  matters
expressly stated.

      We hereby  consent  to the  filing of this  opinion  as an  exhibit to the
Registration  Statement  and to the  reference  to us under the  heading  "Legal
Matters" in the  Registration  Statement and in the  Prospectus  included in the
Registration Statement.

                               Very truly yours,

                               /s/ Piper & Marbury L.L.P.
                             
                               Piper & Marbury L.L.P.
Exhibit 23.1

                            [LETTERHEAD OF KPMG LLP]

The Board of Directors
Grand Toys International, Inc.
1710 Trans Canada Highway
Dorval, Quebec
H9P 1H7

      We consent to the use of our report  incorporated  herein by reference and
to the reference to our firm under the heading "Experts" in the prospectus.

                                    /s/ KPMG LLP
                                    Chartered Accountants

Montreal, Canada
December 14, 1998