DSI TOYS INC
EXHIBIT 10.65
<DOCUMENT>
<TYPE>EX-10.65
<SEQUENCE>9
<FILENAME>a2074077zex-10_65.txt
<DESCRIPTION>EXHIBIT 10.65
<TEXT>
<Page>
                                                                  Exhibit 10.65


                                                               EXECUTION VERSION

                        UNCONDITIONAL GUARANTY AGREEMENT

     THIS UNCONDITIONAL GUARANTY AGREEMENT (this "GUARANTY AGREEMENT") is
executed as of March 20, 2002 by DSI TOYS, INC., a Texas corporation
("GUARANTOR") for the benefit of DAO HENG BANK LIMITED, a Hong Kong banking and
financial institution ("LENDER").

                                 R E C I T A L S

     A. DSI (HK) Limited, a company incorporated under the laws of Hong Kong
("BORROWER") and Lender have executed a Banking Facility Letter dated as of
December 4, 2001 (as the same may be amended, extended, supplemented, or
restated, the "FACILITY LETTER"). Borrower is a wholly-owned subsidiary of
Guarantor.

     B. Guarantor will benefit, either directly or indirectly, from Borrower's
execution of the Facility Letter.

     C. It is expressly understood among Borrower, Guarantor, and Lender that
the execution and delivery of this Guaranty Agreement is a condition precedent
to Lender's obligations to extend credit under the Facility Letter.

     D. In Guarantor's judgment, the value of the consideration received and to
be received by it under the Facility Letter is reasonably worth at least as much
as its liability and obligation under this Guaranty, and such liability and
obligation may reasonably be expected to benefit Guarantor either directly or
indirectly.

     NOW, THEREFORE, as an inducement to Lender to enter into the Facility
Letter and to extend such credit under the Facility to Borrower as Lender may
from time to time agree to extend, and for other good and valuable
consideration, the receipt and legal sufficiency of which are hereby
acknowledged, Guarantor hereby guarantees payment of the Guaranteed Debt
(hereinafter defined) and hereby agrees as follows:

SECTION 1. DEFINITIONS

     1.01. DEFINITIONS. For the purpose of this Guaranty Agreement, unless the
context otherwise requires, the following terms shall have the meanings assigned
to them in this SECTION 1 or recital above or in the first paragraph hereof
(each of which is incorporated herein by reference):

     "BUSINESS DAY" means any day of the year on which commercial banks are
     generally open for business in Hong Kong (except a Saturday or Sunday).

     "FACILITY" means the definition assigned to the term "FACILITY" in the
     Facility Letter.

     "GUARANTEED DEBT" means (a) all principal, interest, attorneys' fees,
     commitment fees, fees, liabilities for costs and expenses, and indebtedness
     and liabilities of Borrower to Lender at any time created or arising in
     connection with or under the Facility and the Facility Letter, and under
     any renewals, modifications, increases and extensions of the Facility and
     Facility Letter; and (b) all costs, expenses and fees, including but not
     limited to court costs and attorneys' fees, arising in connection with the
     collection of any or all amounts, indebtedness and liabilities of Borrower
     to Lender described in item (A) of this definition in this SECTION 1.01.

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     "GUARANTOR CLAIMS" means all debts and liabilities of Borrower to
     Guarantor, including, without limitation, all rights and claims of
     Guarantor against Borrower (arising as a result of subrogation or
     otherwise) as a result of Guarantor's payment of all or a portion of the
     Guaranteed Debt, whether such debts and liabilities now exist or are
     hereafter incurred or arise, or whether the obligations of Borrower thereon
     be direct, contingent, primary, secondary, several, joint and several, or
     otherwise, and irrespective of whether such debts or liabilities be
     evidenced by note, contract, open account, or otherwise, and irrespective
     of the person or persons in whose favor such debts or liabilities may, at
     their inception, have been, or may hereafter be created, or the manner in
     which they have been or may hereafter be acquired by Guarantor.

     "HONG KONG" means the Hong Kong Special Administrative Region of The
     People's Republic of China.

SECTION 2 NATURE AND SCOPE OF GUARANTY

     2.01. GUARANTY OF PAYMENT; NATURE OF GUARANTY; LIMITATION ON LIABILITY.
Guarantor hereby irrevocably and unconditionally guarantees to Lender and its
successors and assigns the due and punctual payment of the Guaranteed Debt.
Guarantor hereby irrevocably and unconditionally covenants and agrees that it is
liable for the Guaranteed Debt as primary obligor. This Guaranty Agreement is
intended to be an irrevocable, absolute, continuing guaranty of payment and is
not a guaranty of collection, and Lender may enforce Guarantor's obligations
hereunder without first suing, or enforcing its rights or remedies against,
Borrower or any other obligor, or enforcing or collecting any present or future
collateral security for the Guaranteed Debt. This Guaranty Agreement may not be
revoked or rescinded by Guarantor. Notwithstanding anything to the contrary
contained herein, the liability of Guarantor to Lender under this Guaranty
Agreement shall not exceed the principal amount of US$6,000,000, PLUS all
interest, attorney's fees, and other costs and expenses referred to in SECTIONS
1.01 and 2.04 hereof.

     2.02. GUARANTEED DEBT NOT REDUCED BY OFFSET. The Guaranteed Debt guaranteed
hereby, and the liabilities and obligations of Guarantor to Lender hereunder,
shall not be reduced, discharged or released because or by reason of any
existing or future offset, claim or defense of Borrower, or any other party,
against Lender or against payment of the Guaranteed Debt, whether such offset,
claim or defense arises in connection with the Guaranteed Debt (or the
transactions creating the Guaranteed Debt) or otherwise.

     2.03. PAYMENT BY GUARANTOR. If all or any part of the Guaranteed Debt shall
not be punctually paid when due, whether at maturity or earlier by acceleration
or otherwise, Guarantor shall, immediately upon demand by Lender, and without
presentment, protest, notice of protest, notice of nonpayment, notice of
intention to accelerate or acceleration or any other notice whatsoever, pay in
lawful money of the United States of America, the amount due on the Guaranteed
Debt to Lender at Lender's office set forth in SECTION 6.02 hereof or such other
location as directed in writing by Lender. Such demand(s) may be made at any
time coincident with or after the time for payment of all or part of the
Guaranteed Debt, and may be made from time to time with respect to the same or
different items of Guaranteed Debt. Such demand shall be deemed made, given and
received in accordance with SECTION 6.02 hereof.

     2.04. PAYMENT OF EXPENSES. In the event that Guarantor should breach or
fail to timely perform any provisions of this Guaranty Agreement, Guarantor
shall, immediately upon demand by Lender, pay Lender all costs and expenses
(including court costs and reasonable attorneys' fees) incurred by Lender in the
enforcement hereof or the preservation of Lender's rights hereunder. The
covenant contained in this SECTION 2.04 shall survive the payment of the
Guaranteed Debt.

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     2.05. NO DUTY TO PURSUE OTHERS. It shall not be necessary for Lender (and
Guarantor hereby waives any rights which Guarantor may have to require Lender),
in order to enforce such payment by Guarantor, first to: (i) institute suit or
exhaust its remedies against Borrower or others liable on the Guaranteed Debt or
any other person, (ii) enforce Lender's rights against any security which shall
ever have been given to secure the Guaranteed Debt, (iii) enforce Lender's
rights against any other guarantors of the Guaranteed Debt, (iv) join Borrower
or any others liable on the Guaranteed Debt in any action seeking to enforce
this Guaranty Agreement, (v) exhaust any remedies available to Lender against
any security which shall ever have been given to secure the Guaranteed Debt, or
(vi) resort to any other means of obtaining payment of the Guaranteed Debt.
Lender shall not be required to mitigate damages or take any other action to
reduce, collect or enforce the Guaranteed Debt. Further, Guarantor expressly
waives each and every right to which it may be entitled by virtue of the
suretyship law of the state of Texas, including without limitation, any rights
pursuant to RULE 31, TEXAS RULES OF CIVIL PROCEDURE, ARTICLES 1986 AND 1987,
REVISED CIVIL STATUTES OF TEXAS AND CHAPTER 34 OF THE TEXAS BUSINESS AND
COMMERCE CODE.

     2.06. WAIVER OF NOTICES, ETC. Guarantor agrees to the provisions of the
Facility Letter, and hereby waives notice of: (i) any loans or advances made by
Lender to Borrower, (ii) acceptance of this Guaranty Agreement, (iii) any
amendment or extension of the Facility Letter or of any other instrument or
document pertaining to all or any part of the Guaranteed Debt, (iv) the
execution and delivery by Borrower and Lender of any other loan or credit
agreement or of Borrower's execution and delivery of any promissory notes or
other documents in connection therewith, (v) the occurrence of any breach by
Borrower or event of default in connection with the Guaranteed Debt, and any
instruments, agreements or security documents with respect thereto, (vi)
Lender's transfer or disposition of the Guaranteed Debt, or any part thereof,
(vii) sale or foreclosure (or posting or advertising for sale or foreclosure) of
any collateral for the Guaranteed Debt, (viii) protest, proof of nonpayment or
default by Borrower, or (ix) any other action at any time taken or omitted by
Lender, and, generally, all demands and notices of every kind in connection with
this Guaranty Agreement, the Facility Letter, and any documents or agreements
evidencing, securing or relating to any of the Guaranteed Debt and the
obligations hereby guaranteed.

     2.07. EFFECT OF BANKRUPTCY, OTHER MATTERS. In the event that, pursuant to
any insolvency, bankruptcy, reorganization, receivership or other debtor relief
law, or any judgment, order or decision thereunder, or for any other reason: (i)
Lender must rescind or restore any payment, or any part thereof, received by
Lender in satisfaction of the Guaranteed Debt, as set forth herein, any prior
release or discharge from the terms of this Guaranty Agreement given to
Guarantor by Lender shall be without effect, and this Guaranty Agreement shall
remain in full force and effect; or (ii) Borrower shall cease to be liable to
Lender for any of the Guaranteed Debt (other than by reason of the indefeasible
payment in full thereof by Borrower), the obligations of Guarantor under this
Guaranty Agreement shall remain in full force and effect. It is the intention of
Lender and Guarantor that Guarantor's obligations hereunder shall not be
discharged except by Guarantor's performance of such obligations and then only
to the extent of such performance. Without limiting the generality of the
foregoing, it is the intention of Lender and Guarantor that the filing of any
bankruptcy or similar proceeding by or against Borrower or any other person or
party obligated on any portion of the Guaranteed Debt shall not affect the
obligations of Guarantor under this Guaranty Agreement or the rights of Lender
under this Guaranty Agreement, including, without limitation, the right or
ability of Lender to pursue or institute suit against Guarantor for the entire
Guaranteed Debt.

     2.08. FINANCIAL INFORMATION. Guarantor agrees to deliver to Lender, balance
sheets, profit and loss statements, reconciliations of capital and surplus,
changes in financial condition, schedules of sources and application of funds,
and other financial information of Guarantor as shall be required by Lender, not
later than sixty (60) days after the end of each second fiscal quarter and each
fiscal year of Guarantor,

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which statements shall be certified by an independent certified public
accounting firm acceptable to Lender.

SECTION 3 ADDITIONAL EVENTS AND CIRCUMSTANCES NOT REDUCING OR DISCHARGING
          GUARANTOR'S OBLIGATIONS

     Guarantor hereby consents and agrees to each of the following, and agrees
that Guarantor's obligations under this Guaranty Agreement shall not be
released, diminished, impaired, reduced or adversely affected by any of the
following, and waives any common law, equitable, statutory or other rights
(including without limitation rights to notice) which Guarantor might otherwise
have as a result of or in connection with any of the following:

     3.01. MODIFICATIONS, ETC. Any renewal, extension, increase, modification,
alteration or rearrangement of all or any part of the Guaranteed Debt, or of the
Facility Letter or other document, instrument, contract or understanding between
Borrower and Lender, or any other parties, pertaining to the Guaranteed Debt;

     3.02. ADJUSTMENT, ETC. Any adjustment, indulgence, forbearance or
compromise that might be granted or given by Lender to Borrower or Guarantor;

     3.03. CONDITION, COMPOSITION OR STRUCTURE OF BORROWER OR GUARANTOR. The
insolvency, bankruptcy, arrangement, adjustment, composition, structure,
liquidation, disability, dissolution or lack of power of Borrower or any other
party at any time liable for the payment of all or part of the Guaranteed Debt;
or any dissolution of Borrower or Guarantor, or any sale, lease or transfer of
any or all of the assets of Borrower or Guarantor, or any changes in name,
business, location, composition, structure or changes in the shareholders,
partners or members (whether by accession, secession, cessation, death,
dissolution, transfer of assets or other matter) of Borrower or Guarantor; or
any reorganization of Borrower or Guarantor;

     3.04. INVALIDITY OF GUARANTEED DEBT. The invalidity, illegality or
unenforceability of all or any part of the Guaranteed Debt, or any document or
agreement executed in connection with the Guaranteed Debt, for any reason
whatsoever, including without limitation the fact that (i) the Guaranteed Debt,
or any part thereof, exceeds the amount permitted by law, (ii) the act of
creating the Guaranteed Debt or any part thereof is ULTRA VIRES, (iii) the
officers or representatives executing documents or otherwise creating the
Guaranteed Debt acted in excess of their authority, (iv) the Guaranteed Debt
violates applicable usury laws, (v) the Borrower has valid defenses, claims or
offsets (whether at law, in equity or by agreement) which render the Guaranteed
Debt wholly or partially uncollectible from Borrower, (vi) the creation,
performance or repayment of the Guaranteed Debt (or the execution, delivery and
performance of any document or instrument representing part of the Guaranteed
Debt or executed in connection with the Guaranteed Debt, or given to secure the
repayment of the Guaranteed Debt) is illegal, uncollectible or unenforceable, or
(vii) the Facility Letter or other documents or instruments pertaining to the
Guaranteed Debt have been forged or otherwise are irregular or not genuine or
authentic.

     3.05. RELEASE OF OBLIGORS. Any full or partial release of the liability of
Borrower on the Guaranteed Debt or any part thereof, or of the Guarantor, or any
other person or entity now or hereafter liable, whether directly or indirectly,
jointly, severally, or jointly and severally, to pay, perform, guarantee or
assure the payment of the Guaranteed Debt or any part thereof, it being
recognized, acknowledged and agreed by Guarantor that Guarantor may be required
to pay the Guaranteed Debt in full without assistance or support of any other
party, and Guarantor has not been induced to enter into this Guaranty Agreement
on the basis of a contemplation, belief, understanding or agreement that other
parties will be liable to perform the Guaranteed Debt, or that Lender will look
to other parties to perform the Guaranteed Debt;

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notwithstanding the foregoing, Guarantor does not hereby waive or release
(expressly or impliedly) any rights of subrogation, reimbursement or
contribution which it may have, after payment in full of the Guaranteed Debt,
against others liable on the Guaranteed Debt; Guarantor's rights of subrogation
and reimbursement are, however, subordinate to the rights and claims of Lender;

     3.06. OTHER SECURITY. The taking or accepting of any other security,
collateral or guaranty, or other assurance of payment, for all or any part of
the Guaranteed Debt;

     3.07. RELEASE OF COLLATERAL, ETC. Any release, surrender, exchange,
subordination, deterioration, waste, loss or impairment (including without
limitation negligent, willful, unreasonable or unjustifiable impairment) of any
collateral, property or security, at any time existing in connection with, or
assuring or securing payment of, all or any part of the Guaranteed Debt;

     3.08. CARE AND DILIGENCE. The failure of Lender or any other party to
exercise diligence or reasonable care or act, fail to act or comply with any
duty in the administration, preservation, protection, enforcement, sale
application, disposal or other handling or treatment of all or any part of
Guaranteed Debt or any collateral, property or security at any time securing any
portion thereof, including, without limiting the generality of the foregoing,
the failure to conduct any foreclosure or other remedy fairly or in such a way
so as to obtain the best possible price or a favorable price or otherwise act or
fail to act;

     3.09. STATUS OF LIENS. The fact that any collateral, security, security
interest or lien contemplated or intended to be given, created or granted as
security for the repayment of the Guaranteed Debt shall not be properly
perfected or created, or shall prove to be unenforceable or subordinate to any
other security interest or lien, it being recognized and agreed by Guarantor
that Guarantor is not entering into this Guaranty Agreement in reliance on, or
in contemplation of the benefits of, the validity, enforceability,
collectibility or value of any of the collateral for the Guaranteed Debt;
notwithstanding the foregoing, Guarantor does not hereby waive or release
(expressly or impliedly) any right to be subrogated to the rights of Lender in
any collateral or security for the Guaranteed Debt after payment in full of the
Guaranteed Debt; Guarantor's rights of subrogation are, however, subordinate to
the rights, claims, liens and security interests of Lender;

     3.10. OFFSET. The Guaranteed Debt guaranteed hereby, and the liabilities
and obligations of Guarantor to Lender hereunder, shall not be reduced,
discharged or released because of or by reason of any existing or future right
of offset, claim or defense of Borrower against Lender, or any other party, or
against payment of the Guaranteed Debt, whether such right of offset, claim or
defense arises in connection with the Guaranteed Debt (or the transactions
creating the Guaranteed Debt) or otherwise;

     3.11. MERGER. The reorganization, merger or consolidation of Borrower or
Guarantor into or with any other corporation or entity;

     3.12. PREFERENCE. Any payment by Borrower to Lender is held to constitute a
preference under bankruptcy laws, or for any reason Lender is required to refund
such payment or pay such amount to Borrower or someone else; or

     3.13. OTHER ACTIONS TAKEN OR OMITTED. Any other action taken or omitted to
be taken with respect to the Facility Letter, the Guaranteed Debt, or the
security and collateral therefor, whether or not such action or omission
prejudices Guarantor or increases the likelihood or risk that Guarantor will be
required to pay the Guaranteed Debt pursuant to the terms hereof; it is the
unambiguous and unequivocal intention of Guarantor that Guarantor shall be
obligated to pay the Guaranteed Debt when due, notwithstanding any occurrence,
circumstance, event, action, or omission whatsoever, whether

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contemplated or uncontemplated, and whether or not otherwise or particularly
described herein, except for the full and final payment and satisfaction of the
Guaranteed Debt.

SECTION 4 REPRESENTATIONS AND WARRANTIES

     To induce Lender to enter into the Facility Letter and extend credit under
the Facility to Borrower, Guarantor represents and warrants to Lender that:

     4.01. BENEFIT. Guarantor is the parent company and the beneficial owner of
all the issued shares of Borrower and has received, or will receive, direct or
indirect benefit from the making of this Guaranty and the Guaranteed Debt.

     4.02. FAMILIARITY AND RELIANCE. Guarantor is familiar with, and has
independently reviewed books and records regarding, the financial condition of
the Borrower and is familiar with the value of any and all collateral intended
to be created as security for the payment of the Guaranteed Debt; HOWEVER,
Guarantor is not relying on such financial condition or the collateral as an
inducement to enter into this Guaranty Agreement.

     4.03. NO REPRESENTATION BY LENDER. Neither Lender nor any other party has
made any representation, warranty or statement to Guarantor in order to induce
the Guarantor to execute this Guaranty Agreement.

     4.04. GUARANTOR'S FINANCIAL CONDITION. As of the date hereof, and after
giving effect to this Guaranty Agreement and the contingent obligation evidenced
hereby, Guarantor is, and will be, solvent, and has and will have assets which,
fairly valued, exceed its obligations, liabilities and debts.

     4.05. DIRECTORS' DETERMINATION OF BENEFIT. The board of directors of
Guarantor, acting pursuant to a duly called and constituted meeting, after
proper notice, or pursuant to a valid unanimous consent, has determined that
this Guaranty directly or indirectly benefits Guarantor and is in the best
interests of Guarantor.

     4.06. LEGALITY. The execution, delivery and performance by Guarantor of
this Guaranty Agreement and the consummation of the transactions contemplated
hereunder: (i) have been duly authorized by all necessary corporate and
stockholder action of Guarantor, and (ii) do not, and will not, contravene or
conflict with any law, statute or regulation whatsoever to which Guarantor is
subject or constitute a default (or an event which with notice or lapse of time
or both would constitute a default) under, or result in the breach of, any
indenture, mortgage, deed of trust, charge, lien, or any contract, agreement or
other instrument to which Guarantor is a party or which may be applicable to
Guarantor or any of its assets, or violate any provisions of its Certificate of
Incorporation, Bylaws or any other organizational document of Guarantor; this
Guaranty Agreement is a legal and binding obligation of Guarantor and is
enforceable in accordance with its terms, except as limited by bankruptcy,
insolvency or other laws of general application relating to the enforcement of
creditors' rights.

     4.07 ORGANIZATION AND GOOD STANDING. Guarantor: (i) is, and will continue
to be, a corporation duly organized and validly existing in good standing under
the laws of the State of Texas, and (ii) possesses all requisite authority,
power, licenses, permits and franchises necessary to own its assets, to conduct
its business and to execute and deliver and comply with the terms of this
Guaranty Agreement.

     4.08. SURVIVAL. All representations and warranties made by Guarantor herein
shall survive the execution hereof.

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SECTION 5 SUBORDINATION OF CERTAIN INDEBTEDNESS

     5.01. SUBORDINATION OF GUARANTOR CLAIMS. Until the Guaranteed Debt shall be
paid and satisfied in full and Guarantor shall have performed all of its
obligations hereunder, Guarantor shall not receive or collect, directly or
indirectly, from Borrower or any other party any amount upon the Guarantor
Claims.

     5.02. CLAIMS IN BANKRUPTCY. In the event of receivership, bankruptcy,
reorganization, arrangement, debtor's relief, or other insolvency proceedings
involving Borrower as debtor, Lender shall have the right to prove its claim in
any such proceeding so as to establish its rights hereunder and receive directly
from the receiver, trustee or other court custodian dividends and payments which
would otherwise be payable upon Guarantor Claims. Guarantor hereby assigns such
dividends and payments to Lender. Should Lender receive, for application upon
the Guaranteed Debt, any such dividend or payment which is otherwise payable to
Guarantor, and which, as between Borrower and Guarantor, shall constitute a
credit upon the Guarantor Claims, then upon payment to Lender in full of the
Guaranteed Debt, Guarantor shall become subrogated to the rights of Lender to
the extent that such payments to Lender on the Guarantor Claims have contributed
toward the liquidation of the Guaranteed Debt, and such subrogation shall be
with respect to that proportion of the Guaranteed Debt which would have been
unpaid if Lender had not received dividends or payments upon the Guarantor
Claims.

     5.03. PAYMENTS HELD IN TRUST. In the event that, notwithstanding SECTIONS
5.01 and 5.02 above, Guarantor should receive any funds, payment, claim or
distribution which is prohibited by such Sections, Guarantor agrees to hold in
trust for Lender, in kind, all funds, payments, claims or distributions so
received, and agrees that he shall have absolutely no dominion over such funds,
payments, claims or distributions so received except to pay them promptly to
Lender, and Guarantor covenants promptly to pay the same to Lender.

     5.04. LIENS SUBORDINATE. Guarantor agrees that any liens, security
interests, judgment liens, charges or other encumbrances upon Borrower's assets
securing payment of the Guarantor Claims shall be and remain inferior and
subordinate to any liens, security interests, judgment liens, charges or other
encumbrances upon Borrower's assets securing payment of the Guaranteed Debt,
regardless of whether such encumbrances in favor of Guarantor or Lender
presently exist or are hereafter created or attach. Without the prior written
consent of Lender, Guarantor shall not: (i) exercise or enforce any creditor's
right it may have against Borrower, or (ii) foreclose, repossess, sequester or
otherwise take steps or institute any action or proceedings (judicial or
otherwise, including without limitation the commencement of, or joinder in, any
liquidation, bankruptcy, rearrangement, debtor's relief or insolvency
proceeding) to enforce any liens, mortgages, deeds of trust, security interest,
collateral rights, judgments or other encumbrances on assets of Borrower held by
Guarantor.

     5.05. NOTATION OF RECORDS. All promissory notes, accounts receivable
ledgers or other evidences of the Guarantor Claims accepted by or held by
Guarantor shall contain a specific written notice thereon that the indebtedness
evidenced thereby is subordinated under the terms of this Guaranty Agreement.

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SECTION 6 MISCELLANEOUS

     6.01. WAIVER. No failure to exercise, and no delay in exercising, on the
part of Lender, any right hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right. The rights of Lender hereunder shall
be in addition to all other rights provided by law. No modification or waiver of
any provision of this Guaranty Agreement, nor consent to departure therefrom,
shall be effective unless in writing and no such consent or waiver shall extend
beyond the particular case and purpose involved. No notice or demand given in
any case shall constitute a waiver of the right to take other action in the
same, similar or other instances without such notice or demand.

     6.02 NOTICE. Any notice, demand, request or other communication which any
party hereto may be required or may desire to give hereunder shall be in writing
and shall be deemed to be effective (a) if by telecopy or other facsimile
transmission, on the day and time on which delivered to such party at the
address, or telecopy number specified below; (b) if by mail, on the day which it
is received after being deposited, first class postage prepaid, return receipt
requested, addressed to such a party at the address specified below; or (c) if
by FedEx or other reputable express mail service, on the next Business Day (or
the second Business Day, in the case of international delivery) following the
delivery to such express mail service for next Business Day delivery, addressed
to such party at the address set forth below:

         If to Guarantor:

                  DSI Toys, Inc.
                  1100 West Sam Houston Parkway North
                  Houston, Texas 77043
                  United States of America
                  Telephone:        713-365-9900
                  Fax:              713-365-9911
                  Attention:        Mr. Thomas V. Yarnell

         If to Lender:

                  Dao Heng Bank Limited
                  16th Floor, The Center
                  99 Queen's Road Central
                  Hong Kong, SAR
                  Telephone:        852-2218-8125/852-2218-8136
                  Fax:              852-2285-3068
                  Attention:        Ms. Catherine Ng and Ms. Doris Tam

     Any party may change its address for purposes of this Guaranty Agreement by
giving notice of such change to the other party pursuant to this SECTION 6.02.

     6.03. GOVERNING LAW; WAIVER OF VENUE; WAIVER OF JURY TRIAL. This Guaranty
Agreement has been prepared, and is intended to be performed in the State of
Texas, United States of America, and the substantive laws of such state shall
govern the validity, construction, enforcement and interpretation of this
Guaranty Agreement. For purposes of this Guaranty Agreement and the resolution
of disputes hereunder, Guarantor hereby irrevocably submits and consents to, and
waives any objection to, the non-exclusive jurisdiction of the courts of the
State of Texas located in Harris County, Texas and of the federal court located
in the Southern Judicial District of Texas, Houston Division. GUARANTOR HEREBY
WAIVES TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING BROUGHT

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IN CONNECTION WITH THIS GUARANTY AGREEMENT OR THE FACILITY LETTER, WHICH WAIVER
IS INFORMED AND VOLUNTARY.

     6.04. INVALID PROVISIONS. If any provision of this Guaranty Agreement is
held to be illegal, invalid, or unenforceable under present or future laws
effective during the term of this Guaranty Agreement, such provision shall be
fully severable and this Guaranty Agreement shall be construed and enforced as
if such illegal, invalid or unenforceable provision had never comprised a part
of this Guaranty Agreement, and the remaining provisions of this Guaranty
Agreement shall remain in full force and effect and shall not be affected by the
illegal, invalid or unenforceable provision or by its severance from this
Guaranty Agreement, unless such continued effectiveness of this Guaranty
Agreement, as modified, would be contrary to the basic understandings and
intentions of the parties as expressed herein.

     6.05. ENTIRETY AND AMENDMENTS. This Guaranty Agreement embodies the entire
agreement between the parties and supersedes all prior agreements and
understandings, if any, relating to the subject matter hereof, and this Guaranty
Agreement may be amended only by an instrument in writing executed by an
authorized officer of the party against whom such amendment is sought to be
enforced.

     6.06. PARTIES BOUND; ASSIGNMENT. This Guaranty Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors, assigns and legal representatives; PROVIDED, HOWEVER, that Guarantor
may not, without the prior written consent of Lender, assign any of its rights,
powers, duties or obligations hereunder.

     6.07. HEADINGS. Section headings are for convenience of reference only and
shall in no way affect the interpretation of this Guaranty Agreement.

     6.08. MULTIPLE COUNTERPARTS. This Guaranty Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same agreement, and any of the parties hereto may execute this Guaranty
Agreement by signing any such counterpart.

     6.09. RIGHTS AND REMEDIES. If Guarantor becomes liable for any indebtedness
owing by Borrower to Lender, by endorsement or otherwise, other than under this
Guaranty Agreement, such liability shall not be in any manner impaired or
affected hereby and the rights of Lender hereunder shall be cumulative of any
and all other rights that Lender may ever have against Guarantor. The exercise
by Lender of any right or remedy hereunder or under any other instrument, or at
law or in equity, shall not preclude the concurrent or subsequent exercise of
any other right or remedy.

     6.10 PAYMENTS. All sums payable under this Guaranty Agreement shall be paid
in immediately available funds, without offset, in lawful money of the United
States of America. Payment by check or draft shall not constitute payment in
immediately available funds until the required amount is actually received by
Lender in full.

                     REMAINDER OF PAGE INTENTIONALLY BLANK.
                             SIGNATURE PAGE FOLLOWS.

                                                                               9
<Page>

     EXECUTED as of the day and year first above written.

                                 GUARANTOR:

                                 DSI TOYS, INC.

                                 By: /s/ ROBERT L. WEISGARBER
                                     -----------------------------------
                                     Name:   Robert L. Weisgarber
                                     Title:  CFO

STATE OF TEXAS           Section
                         Section
COUNTY OF HARRIS         Section

     This instrument was acknowledged before me on this 20th day of March,
2002, by Robert L. Weisgarber, as an CFO of DSI Toys, Inc.

                                    /s/ LINDA FELD
                                    --------------------------------------------
                                    Notary Public in and for the State of  Texas

(CORPORATE SEAL)

</TEXT>
</DOCUMENT>
