EXHIBIT 4.2

                                WARRANT AGREEMENT

                                 by and between

                     GOLDEN BOOKS FAMILY ENTERTAINMENT, INC.

                                       and

                              THE BANK OF NEW YORK

                                as Warrant Agent




                                525,000 Warrants





                          Dated as of January 25, 2000



<PAGE>



                               WARRANT AGREEMENT


          THIS WARRANT AGREEMENT is made and entered into as of January 25, 2000
by and between Golden Books Family Entertainment, Inc., a Delaware corporation
(the "Company"), and The Bank of New York, as Warrant Agent (the "Warrant
Agent").

                                   WITNESSETH:

          WHEREAS, in connection with the financial restructuring of the
Company, pursuant to the Company's (i) Amended Joint Plan of Reorganization,  as
confirmed  by order of the  Bankruptcy  Court (as  defined  herein)  entered  on
September 24, 1999 (the "Plan"),  and (ii) Chapter 11 Case (as defined  herein),
the Company  proposes to issue warrants which are  exercisable to purchase up to
525,000  shares of Common Stock (as defined  herein),  subject to  adjustment as
provided  herein (the  "Warrants"),  to the holders of certain equity  interests
(the "Claims") in satisfaction of such Claims and in accordance with the Plan;

          WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company and the Warrant Agent is willing to act, in connection with the
issuance, transfer, exchange, replacement and exercise of the Warrant
Certificates (as defined herein) and other matters as provided herein; and

          WHEREAS, the Company desires to enter into this Agreement to set forth
the terms and conditions of the Warrants and the rights of the holders thereof;

          NOW, THEREFORE, in consideration of the foregoing premises and of the
mutual agreements set forth herein, the Company and the Warrant Agent hereby
agree as follows:

                                    ARTICLE 1

                                   DEFINITIONS

          As used herein, the following terms have the following respective
meanings:

          "AFFILIATE" means with respect to any Person, any Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such Person. For purposes of this definition, (a) "control" when
used with respect to any Person means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting Common Stock (or equivalent equity interests), by contract or
otherwise, and the terms "controlling" or "controlled" have meanings correlative
to the foregoing, and (b) a subsidiary of a Person is an Affiliate of such
Person and of each other subsidiary of that Person.


<PAGE>


          "AGREEMENT" means this Warrant Agreement, as the same may be amended
or modified from time to time hereafter.

          "BANKRUPTCY CODE" means title 11, United States Code.

          "BANKRUPTCY COURT" means the United States Bankruptcy Court for the
Southern District of New York.

          "BUSINESS DAY" means any day other than a Saturday or a Sunday or a
day on which commercial banking institutions in New York City, New York are
authorized or required by law to be closed; PROVIDED, THAT, in determining the
period within which certificates or Warrants are to be issued and delivered at a
time when shares of Common Stock (or Other Securities) are listed or admitted to
trading on any national securities exchange or in the over-the-counter market
and in determining the Fair Value of any securities listed or admitted to
trading on any national securities exchange or in the over-the-counter market,
"Business Day" shall mean any day when the principal exchange on which such
securities are then listed or admitted to trading is open for trading or, if
such securities are traded in the over-the-counter market in the United States,
such market is open for trading; and PROVIDED, FURTHER, that any reference in
this Agreement to "days" (unless Business Days are specified) shall mean
calendar days.

          "CHAPTER 11 CASE" means the case under Chapter 11 of the Bankruptcy
Code concerning the Company which was commenced on February 26, 1999 before the
Bankruptcy Court.

          "CLAIMS" has the meaning specified in the recitals hereto.

          "COMMISSION" means the Securities and Exchange Commission or any other
Federal agency at the time administering the Securities Act of 1933, as amended,
or the Exchange Act, whichever is the relevant statute for the particular
purpose.

          "COMMON STOCK" means the Company's Common Stock, par value $0.01 per
share, as authorized from and after the Effective Date.

          "COMPANY" has the meaning specified in the preamble hereof.

          "EFFECTIVE DATE" has the meaning specified in the Plan.

          "EXCHANGE ACT" means the Securities Exchange Act of 1934, or any
successor Federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be amended and in effect at the time. Any
reference herein to a particular section of the Securities Exchange Act of 1934
shall include a reference to the comparable section, if any, of any such
successor Federal statute.


<PAGE>

          "EXERCISE PERIOD" has the meaning specified in Article 3 hereof.

          "EXERCISE PRICE" has the meaning specified in Section 4.1 hereof.


          "FAIR VALUE" means (i) with respect to Common Stock or any Other
Security, in each case, if such security is listed on one or more stock
exchanges or quoted on the National Market System or Small Cap Market of NASDAQ
(the "NASDAQ Market"), the average of the closing or last reported sales prices
of a share of Common Stock or, if an Other Security in the minimum denomination
in which such security is traded, on the primary national or regional stock
exchange on which such security is listed or on the NASDAQ Market if quoted
thereon or (ii) if the Common Stock or Other Security, as the case may be, is
not so listed or quoted but is traded in the over-the-counter market (other than
the NASDAQ Market), the average of the closing bid and asked prices of a share
of such Common Stock or Other Security, in each case quoted for the 30 Business
Days (or such lesser number of Business Days as such Common Stock (or Other
Security) shall have been so listed, quoted or traded) next preceding the date
of measurement; PROVIDED, HOWEVER, that if no such sales price or bid and asked
prices have been quoted during the preceding 30 day period or there is otherwise
no established trading market for such security, then "Fair Value" means the
value of such Common Stock or Other Security as determined reasonably and in
good faith by the Board of Directors of the Company; and PROVIDED, FURTHER,
HOWEVER, that in the event the current market price of a share of such Common
Stock or of the minimum traded denomination of such Other Security is determined
during a period following the announcement by the Company of (x) a dividend or
distribution on the Common Stock or Other Security payable in shares of Common
Stock or in such Other Security, or (y) any subdivision, combination or
reclassification of the Common Stock or Other Security, and prior to the
expiration of 30 Business Days after the ex-dividend date for such dividend or
distribution, or the record date for such subdivision, combination or
reclassification, then, and in each such case, the "Fair Value" shall be
appropriately adjusted to take into account ex-dividend trading. Anything herein
to the contrary notwithstanding, in case the Company shall issue any shares of
Common Stock, rights, options, or Other Securities in connection with the
acquisition by the Company of the stock or assets of any other Person or the
merger of any Other Person into the Company, the Fair Value of the Common Stock
or Other Securities so issued shall be determined as of the date the number of
shares of Common Stock, rights, options or Other Securities was determined (as
set forth in a written agreement between the Company and the other party to the
transaction) rather than on the date of issuance of such shares of Common Stock,
rights, options or Other Securities.

          "ORIGINAL ISSUE DATE" has the meaning specified in Section 2.2 hereof.

          "OTHER SECURITIES" means any stock (other than Common Stock) and other
securities of the Company or any other Person (corporate or otherwise) that the
holders of the Warrants at any time shall be entitled to receive or shall have
received, upon the exercise of the Warrants, in lieu of or in addition to Common
Stock, or that at any time shall be issuable or shall have been issued in
exchange for or in replacement of Common Stock or Other Securities.


<PAGE>


          "OTHER SHARES" has the meaning specified in Section 5.2 hereof.

          "PERSON" means any individual, partnership, association, joint
venture, corporation, limited liability company, business trust, unincorporated
organization, government or department, agency or subdivision thereof, or other
person or entity.

          "PLAN" has the meaning specified in the recitals hereto.

          "WARRANT AGENT" has the meaning specified in the preamble hereof.

          "WARRANT CERTIFICATES" has the meaning specified in Section 2.4
hereof.

          "WARRANTS" has the meaning set forth in the recitals hereto.

                                    ARTICLE 2

               APPOINTMENT OF WARRANT AGENT; ISSUANCE OF WARRANTS

          2.1 APPOINTMENT OF WARRANT AGENT. The Company hereby appoints the
Warrant Agent to act as agent for the Company in accordance with the
instructions set forth in this Agreement, and the Warrant Agent hereby accepts
such appointment.

          2.2 INITIAL ISSUANCE. On the date hereof (the "Original Issue Date"),
which is also the Effective Date, the Company shall, pursuant to the Plan,
deliver to the Company's disbursing agent under the Plan for re-distribution to
the holders of the Claims a global certificate for an aggregate of 525,000
Warrants.

          2.3 INITIAL SHARE AMOUNT. The number of shares of Common Stock
purchasable upon exercise of the Warrants shall initially be one (1) share of
Common Stock to one (1) Warrant subject to adjustments from and after the
Original Issue Date as provided in Article 5 of this Agreement.

          2.4 FORM OF WARRANT CERTIFICATES. The Warrants shall be evidenced by
certificates substantially in the form attached hereto as EXHIBIT A (the
"Warrant Certificates"). Each Warrant Certificate shall be dated as of the date
on which it is countersigned by the Warrant Agent, which shall be on the
Original Issue Date or, in the event of a division, exchange, substitution or
transfer of any of the Warrants on the date of such event. The Warrant
Certificate may have such further legend and endorsements stamped, printed,
lithographed or engraved thereon as the Company may deem appropriate and as are
not inconsistent with the provisions of this Agreement, or as may be required to
comply with any law or with any rule or regulation pursuant thereto or with any
rule or regulation of any securities exchange, market or trading facility on
which the Warrants may be listed or admitted for trading.


<PAGE>


          2.5 EXECUTION OF WARRANT CERTIFICATES. Warrant Certificates shall be
executed on behalf of the Company by its Chairman of the Board, Chief Executive
Officer, President, any Senior Vice President, any Vice President, Treasurer or
Secretary either manually or by facsimile signature printed thereon. In case any
such officer of the Company whose signature shall have been placed upon any
Warrant Certificate shall cease to be such officer of the Company before
countersignature by the Warrant Agent or issuance and delivery thereof, such
Warrant Certificate nevertheless may be countersigned by the Warrant Agent and
issued and delivered with the same force and effect as though such person had
not ceased to be such officer of the Company.

          The term "holder" or "holder of a Warrant Certificate" as used herein
shall mean any Person in whose name at the time any Warrant Certificate shall be
registered upon the books to be maintained by the Warrant Agent for that
purpose.

          2.6 COUNTERSIGNATURE OF WARRANT CERTIFICATES. Warrant Certificates
shall be manually countersigned by an authorized signatory of the Warrant Agent
and shall not be valid for any purpose unless so countersigned. Such manual
countersignature shall constitute conclusive evidence of such authorization. No
Warrant Certificate shall be valid for any purpose, and no Warrant evidenced
thereby shall be exercisable, until such Warrant Certificate has been
countersigned by the manual signature of the Warrant Agent. The Warrant Agent is
hereby authorized to countersign, in accordance with the provisions of this
Section 2.5, and deliver any new Warrant Certificates, as directed by the
Company pursuant to Section 2.1 and as and when required pursuant to the
provisions of Articles 11 and 12. Each Warrant Certificate shall, when manually
countersigned by an authorized signatory of the Warrant Agent, entitle the
registered holder thereof to exercise the rights as the holder of the number of
Warrants set forth thereon, subject to the provisions of this Agreement.

                                    ARTICLE 3

                                 EXERCISE PERIOD

          Each Warrant shall entitle the holder thereof to purchase from the
Company one (1) Share of Common Stock (subject to the adjustments provided
herein), at any time during the period that commences on the first Business Day
that is one (1) day after the Original Issue Date, and that terminates at 5:00
p.m., New York City time on third anniversary of the Original Issue Date (the
"Exercise Period"). Any Warrant not exercised during the Exercise Period shall
become void, and all rights of the holder of the Warrant Certificate evidencing
such Warrant under the Warrant Certificate or this Agreement shall cease.


<PAGE>


                                    ARTICLE 4

                                EXERCISE WARRANTS

          4.1 THE EXERCISE PRICE. The exercise price of each Warrant is $23.03
per share of Common Stock (the "Exercise Price"). The Exercise Price is subject
to adjustment pursuant to Article 5 hereof.

          4.2 MANNER OF EXERCISE. (a) During the Exercise Period, all or any
whole number of Warrants represented by a Warrant Certificate may be exercised
by the registered holder thereof during normal business hours on any Business
Day, by surrendering such Warrant Certificate, with the subscription form set
forth therein duly completed and executed by such holder, by hand, by overnight
courier or by mail to the Warrant Agent at its office addressed to The Bank of
New York, 101 Barclay Street, New York, New York 10286, Attention: Ralph
Chianese. Such Warrant Certificate shall be accompanied by payment in full in
respect of each Warrant that is exercised, which shall be made by certified or
official bank or bank cashier's check payable to the order of the Company, or by
wire transfer of immediately available funds to an account designated by the
Warrant Agent for the benefit of the Company, except as otherwise provided
herein. Such payment shall be in an amount equal to the product of the number of
shares of Common Stock designated in such subscription form multiplied by the
Exercise Price for the Warrants being exercised. Upon such surrender and payment
prior to the expiration of the Exercise Period, such holder shall thereupon be
entitled to receive the number of duly authorized, validly issued, registered,
fully paid and nonassessable shares of Common Stock (or Other Securities)
determined as provided in Articles 2 and 3, and as and if adjusted pursuant to
Article 5.

          4.3 WHEN EXERCISE EFFECTIVE. Each exercise of any Warrant pursuant to
Section 4.2 shall be determined to have been effected immediately prior to the
close of business on the Business Day on which the Warrant Certificate
representing such Warrant, duly executed, with accompanying payment, shall have
been delivered as provided in Section 4.2, and at such time the Person or
Persons in whose name or names the certificate or certificates for Common Stock
(or Other Securities) shall be issuable upon such exercise as provided in
Section 4.4 shall be deemed to have become the holder or holders of record
thereof.

          4.4 DELIVERY OF CERTIFICATE, ETC. (a) As promptly as practicable after
the exercise of any Warrant, and in any event within ten (10) Business Days
thereafter (or, if such exercise is in connection with an underwritten public
offering, concurrently with such exercise), the Company at its expense (other
than as to payment of transfer taxes which will be paid by the holder) will
cause to be issued and delivered to such holder, or as such holder may otherwise
direct in writing (subject to Article 11),

               (i)  a certificate or certificates for the number of shares of
                    Common Stock (or Other Securities) to which such holder is
                    entitled, and

<PAGE>

               (ii) if less than all the Warrants represented by a Warrant
                    Certificate are exercised, a new Warrant Certificate or
                    Certificates of the same tenor and for the aggregate number
                    of Warrants that were not exercised, executed and
                    countersigned in accordance with Sections 2.4 and 2.5.

          (b) The Warrant Agent shall countersign any new Warrant Certificate,
register it in such name or names as may be directed in writing by such holder,
and shall deliver it to the Person entitled to receive the same in accordance
with this Section 4.4. The Company, whenever required by the Warrant Agent, will
supply the Warrant Agent with Warrant Certificates executed on behalf of the
Company for such purpose.

          (c) Upon any exercise of Warrants, the Warrant Agent shall, from time
to time, as promptly as practicable, advise the Treasurer of the Company or his
or her designee of (i) the number of Warrants exercised, (ii) the instruction of
each holder of the Warrant Certificates evidencing such Warrants with respect to
delivery of the Common Stock to which such holder is entitled upon such
exercise, (iii) the timing of delivery of Warrant Certificates evidencing the
balance, if any, of the Warrants remaining after such exercise, and (iv) such
other information as the Company shall reasonably require.

          4.5 FRACTIONAL SHARES. No fractional shares of Common Stock (or Other
Securities) shall be issued upon the exercise of any Warrant. If more than one
Warrant Certificate shall be delivered for exercise at one time by the same
holder, the number or full shares of securities that shall be issuable upon
exercise shall be computed on the basis of the aggregate number of Warrants
exercised. As to any fraction of a share of Common Stock (or Other Securities),
the Company shall pay a cash adjustment in respect thereto in an amount equal to
the product of the Fair Value per share of Common Stock (or Other Securities) as
of the Business Day next preceding the date of such exercise multiplied by such
fraction of a share.

                                    ARTICLE 5

                    ADJUSTMENT OF THE AMOUNT OF COMMON STOCK
                  ISSUABLE AND THE EXERCISE PRICE UPON EXERCISE

          5.1 ADJUSTMENT FOR CHANGE IN CAPITAL STOCK. If the Company shall (i)
declare or pay a dividend on its outstanding shares of Common Stock or make a
distribution to holders of its Common Stock, in either case in shares of Common
Stock, (ii) subdivide its outstanding shares of Common Stock into a greater
number of shares of Common Stock, (iii) combine its outstanding shares of Common
Stock into a smaller number of shares of Common Stock, or (iv) issue by
reclassification of its shares of Common Stock other securities of the Company,
then the number of shares of Common Stock issuable for each Warrant and the
Exercise Price in effect immediately prior thereto shall be adjusted so that the
holder of any Warrants thereafter exercised shall be entitled to receive the
number and kind of shares of Common Stock or other securities that the holder
would have owned or been entitled to receive after the happening of any


<PAGE>


of the events described above had such Warrants been exercised immediately prior
to the happening of such event or any record date with respect thereto. An
adjustment made pursuant to this Section 5.1 shall become effective on the date
of the dividend payment, subdivision, combination or issuance retroactive to the
record date with respect thereto, if any, for such event. Such adjustments shall
be made successively.

          5.2 DISTRIBUTIONS. If after the date hereof the Company shall
distribute to all holders of its shares of Common Stock evidences of its
indebtedness, shares of another class of capital stock ("Other Shares"), assets
(excluding cash distributions made as a dividend payable out of earnings or out
of surplus legally available for dividends under the laws of the jurisdiction of
incorporation of the Company) or rights to subscribe to shares of Common Stock,
then in each such case, unless the Company elects to reserve such indebtedness,
assets, rights or shares for distribution to each holder of a Warrant upon the
exercise of the Warrants so that such holder will receive upon such exercise, in
addition to the shares of Common Stock to which such holder is entitled, the
amount and kind of such indebtedness, assets, rights or shares which such holder
would have received if such holder had, immediately prior to the record date for
the distribution of such indebtedness, assets, rights or shares, exercised the
Warrants and received Common Stock, the Exercise Price in effect immediately
prior to such distribution shall be decreased to an amount determined by
multiplying such Exercise Price by a fraction, the numerator of which is the
Fair Value of a share of the Common Stock at the date of such distribution less
the fair value of the portion of the evidences of indebtedness, Other Shares,
assets or subscription rights, as the case may be, so distributed applicable to
one share of Common Stock (as determined in good faith by the Board of Directors
of the Company, whose determination shall be conclusive, and described in a
statement filed with the Warrant Agent) and the denominator of which is the Fair
Value of a share of Common Stock at such date Notwithstanding the preceding
sentence, in the event the amount of such distribution applicable to each share
of Common Stock is equal to or greater than 100% of the then Exercise Price, (i)
adequate provision shall be made so that the holder of a Warrant shall receive
the amount by which the per share distribution exceeds the then Exercise Price,
and (ii) the Exercise Price shall be reduced to $0.01. An adjustment pursuant to
this Section 5.2 shall be made whenever any such distribution is made, and shall
become effective retroactively on the date immediately after the record date for
the determination of stockholders entitled to receive such distribution.

          5.3 ADJUSTMENTS FOR MERGERS AND CONSOLIDATIONS. In case the Company,
after the date hereof, shall merge or consolidate (other than a merger or
consolidation in which the Company is the continuing corporation and which does
not result in any change in the shares of Common Stock) with another Person,
then, in the case of any such transaction, proper provision shall be made so
that upon the basis and terms and in the manner provided in this Warrant
Agreement, the holders of the Warrants, upon the exercise thereof at any time
after the consummation of such transaction (subject to the Exercise Period),
shall be entitled to receive (at the aggregate Exercise Price in effect at the
time of the transaction for all Common Stock or Other Securities issuable upon
such exercise immediately prior to such consummation), in lieu of the Common
Stock or Other Securities issuable upon such exercise prior to such
consummation, the kind and amount of securities, cash or other property to which
such holder would have been


<PAGE>


entitled as a holder of Common Stock (or Other Securities) upon such
consummation if such holder had exercised the rights represented by the Warrants
held by such holder immediately prior thereto.

          5.4 NO DE MINIMIS ADJUSTMENTS; CALCULATION TO NEAREST CENT OR
ONE-HUNDREDTH OF SHARE. No adjustment in the Exercise Price shall be required
under this Article 5 unless such adjustment would require an increase or
decrease of at least one percent (1%) of such price. All calculations under this
Article 5 shall be made to the nearest cent or to the nearest one-hundredth of a
share, as the case may be.

          5.5 NOTICE OF ADJUSTMENT; WARRANT AGENT'S DISCLAIMER. (a) Whenever the
Exercise Price and securities issuable shall be adjusted as provided in this
Article 5, the Company shall forthwith file with the Warrant Agent a statement,
signed by the Chairman of the Board, Chief Executive Officer, President, any
Senior Vice President, any Vice President, the Treasurer or Secretary of the
Company, stating in detail the facts requiring such adjustment, the method of
calculation thereof, the Exercise Price that will be effective after such
adjustment and the impact of such adjustment on the number and kind of
securities issuable upon exercise of the Warrants. The Company shall also cause
the Warrant Agent to mail (first class postage prepaid) a notice setting forth
any such adjustments to each registered holder of Warrants at its last address
appearing on the Warrant register.

          (b) Except as provided in paragraph (a) above, the Warrant Agent shall
have no duty with respect to any statement filed with it except to keep the same
on file and available for inspection by registered holders of Warrants during
reasonable business hours. The Warrant Agent shall not at any time be under any
duty or responsibility to any holder of a Warrant to determine whether any facts
exist which may require any adjustment to the Exercise Price or securities
issuable or with respect to the nature or event of any adjustment of the
Exercise Price or securities issuable when made or with respect to the method
employed in making such adjustment. The Warrant Agent shall not be responsible
for the Company's failure to comply with any provision of this Article 5.

          5.6 OTHER NOTICES. In case the Company after the date hereof shall
propose to take any action of the type described in Section 5.1 or 5.2 of this
Article 5, the Company shall give notice to the Warrant Agent and to each
registered holder of a Warrant in the manner set forth in subsection 5.5 of this
Article 5, which notice shall specify the date on which a record shall be taken
with respect to any such action. Such notice shall be given at least ten (10)
days prior to the record date with respect thereto. Failure to give such notice,
or any defect therein, shall not affect the legality or validity of any such
action. Where appropriate, such notice may be given in advance and may be
included as part of a notice required to be mailed under the provision of
subsection 5.5 of this Article 5.

          5.7 NO CHANGE IN WARRANT TERMS ON ADJUSTMENT. Irrespective of any
adjustments in the Exercise Price or the number of shares of Common Stock (or
any inclusion of Other Securities) issuable upon exercise, Warrants theretofore
or thereafter issued may continue to


<PAGE>


express the same prices and number of shares as are stated in the similar
Warrants issuable initially, or at some subsequent time, pursuant to this
Agreement, and the Exercise Price and such number of shares issuable upon
exercise specified thereon shall be deemed to have been so adjusted.

                                    ARTICLE 6

                           MERGER, CONSOLIDATION, ETC.

          Notwithstanding anything contained herein to the contrary, the Company
will not effect a merger or consolidation unless, prior to the consummation of
such transaction, each Person (other than the Company) which may be required to
deliver any Common Stock, Other Securities, securities, cash or property upon
the exercise of this Warrant as provided herein shall assume, by written consent
delivered to the Warrant Agent, the obligations of the Company under this
Warrant Agreement and under each of the Warrants, including, without limitation,
the obligation to deliver such shares of Common Stock, Other Securities, cash or
property as may be required pursuant to Article 5 hereof.

                                    ARTICLE 7

                            NO DILUTION OR IMPAIRMENT

          The Company will not, by amendment of its certificate of incorporation
or through any consolidation, merger, reorganization, transfer of assets,
dissolution, issuance or sale of securities or any other voluntary action or
omission, avoid or seek to avoid the observance or performance of any of the
terms of this Agreement or any of the Warrants issued hereunder, but will at all
times in good faith observe and perform all such terms and take all such action
as may be necessary or appropriate in order to protect the rights of such holder
of a Warrant against dilution or other impairment of the kind specified herein;
PROVIDED, HOWEVER, that, subject to compliance with the applicable provisions of
this Agreement, the Company shall not be prohibited by this Article 7 or by any
provision of this Agreement from making decisions providing for, INTER ALIA, the
merger or consolidation of the Company or the sale of its assets which
transactions, in the judgment of the Company's board of directors, are in the
best interests of the Company and stockholders. Without limiting the generality
of the foregoing, the Company (a) will not permit the par value of any shares of
stock receivable upon the exercise of any Warrant to exceed the amount payable
therefor upon such exercise, (b) will take all such action as may be necessary
or appropriate in order that the Company may validly and legally issue fully
paid and nonassessable shares of stock upon the exercise of all of the Warrants
from time to time outstanding and (c) will not take any action that results in
any adjustment of the shares issuable upon exercise of the Warrants (or which
entitles the holders of the warrants to receive Other Securities upon such
exercise) if the total number of shares of Common Stock (or Other Securities)
issuable after the action upon the exercise of all of the Warrants would exceed
the total number of shares of Common Stock (or Other Securities) then authorized
by the Company's certificate of incorporation and available for the purpose of
issuance upon such exercise.


<PAGE>


                                    ARTICLE 8

                         NOTIFICATION OF CERTAIN EVENTS

          8.1 CORPORATE ACTION. In the event of:

          (a) any taking by the Company of a record of the holders of any class
of securities for the purpose of determining the holders thereof who are
entitled to receive any dividend (excluding cash distributions made as a
dividend payable out of earnings or out of surplus legally available for
dividends under the laws of the jurisdiction of incorporation of the Company) or
other distribution of any kind, or any right to subscribe for, purchase or
otherwise acquire any shares of stock of any class or any other securities or
property, or to receive any other right or interest of any kind, or

          (b) (i) any capital reorganization of the Company, (ii) any
reclassification of the capital shares of the Company (other than a change in
par value or from par value to no par value or from no par value to par value or
as a result of a split-up or combination), (iii) the consolidation or merger of
the Company with or into any other corporation (other than a consolidation or
merger in which the Company is the continuing corporation and which does not
result in any change in the shares of Common Stock), (iv) the sale or transfer
of the properties and assets of the Company as, or substantially as, an entirety
to another Person, or (v) an exchange offer for Common Stock (or Other
Securities); or

          (c) the voluntary or involuntary dissolution, liquidation, or winding
up of the Company,

the Company  shall  cause to be filed with the Warrant  Agent and mailed to each
holder of a Warrant a notice  specifying  (x) the date or expected date on which
any such record is to be taken for the purpose of such dividend, distribution or
right, and the amount and character of any such dividend, distribution or right,
if a record is to be taken,  the date as of which the holders of Common Stock of
record  to be  entitled  to  such  dividend,  distribution  or  right  are to be
determined,  and the amount and  character  of such  dividend,  distribution  or
right,  or (y) the  date or  expected  date on which  any  such  reorganization,
reclassification,   consolidation,   merger,  sale,  transfer,  exchange  offer,
dissolution,  liquidation or winding up is expected to become effective, and the
time,  if any such time is to be fixed,  as of such  holders of record of Common
Stock (or Other Securities) shall be entitled to exchange their shares of Common
Stock (or Other  Securities)  for the securities or other  property  deliverable
upon such reorganization, reclassification, consolidation, merger, sale,
transfer, exchange offer, dissolution, liquidation or winding up. Such notice
shall be  delivered  not less than twenty  (20) days prior to such date  therein
specified,  in the  case of any  such  date  referred  to in  clause  (x) of the
preceding  sentence,  and not less  than  thirty  (30)  days  prior to such date
therein specified, in the case of any such date referred to in clause (y) of the
preceding sentence.  Failure to give such notice within the time provided or any
defect therein shall not affect the legality or validity of any such action.


<PAGE>


          8.2 AVAILABLE INFORMATION. The Company shall promptly file with the
Warrant Agent copies of its annual reports and of the information, documents and
other reports (or copies of such portions of any of the foregoing as the
Commission may by rules and regulations prescribe) that the Company is required
to file, with the Commission pursuant to Section 13 or 15(d) of the Exchange
Act. If the Company is not required to make such filings, the Company shall
promptly deliver to the Warrant Agent copies of any annual, quarterly or other
reports and financial statements that are generally provided to holders of
equity or debt securities of the Company (other than bank or similar
institutional debt) in their capacity as holders of such securities.

                                    ARTICLE 9

                              RESERVATION OF STOCK

          9.1 RESERVATION: DUE AUTHORIZATION, ETC. The Company shall at all
times reserve and keep available, free from preemptive rights, out of its
authorized but unissued Common Stock (or out of authorized Other Securities),
solely for issuance and delivery upon exercise of Warrants, the full number of
shares of Common Stock (and Other Securities) from time to time issuable upon
the exercise of all Warrants and any other outstanding warrants, options or
similar rights, from time to time outstanding. All shares of Common Stock (and
Other Securities) shall be duly authorized and, when issued upon such exercise,
shall be duly and validly issued, and (in the case of shares) fully paid and
nonassessable, and free from all taxes, liens, charges, security interests,
encumbrances and other restrictions created by or through the Company.

          9.2 COMPLIANCE WITH LAW. The Company will use its reasonable best
efforts, at its expense and on a continual basis, to assure that all shares of
Common Stock (and Other Securities) that may be issued upon exercise of Warrants
may be so issued and delivered without violation of any Federal or state
securities law or regulation, or any other law or regulation applicable to the
Company or any of its subsidiaries, PROVIDED that with respect to any such
exercise involving a sale or transfer of warrants or any such securities
issuable upon such exercise, the Company shall have no obligation to register
such Warrants or securities under any such securities law.

                                   ARTICLE 10

                                PAYMENT OF TAXES

          The Company will pay any and all documentary stamp or similar issue
taxes payable to the United States of America or any State, or any political
subdivision or taxing authority thereof or therein, in respect of the issuance
or delivery of shares of Common Stock (or Other Securities) on exercise of
Warrants, PROVIDED that the Company shall not be required to pay any tax that
may be payable in respect of any transfer of a Warrant or any transfer involved
in the issuance and delivery of Common Stock (or Other Securities) in a name
other than that of the


<PAGE>

registered holder of the Warrants to be exercised, and no such issuance or
delivery shall be made unless and until the person requesting such issuance has
paid to the Company the amount of any such tax or has established, to the
reasonable satisfaction of the Company, that such tax has been paid.

                                   ARTICLE 11

                               LOSS OR MUTILATION

          Upon receipt by the Company and the Warrant Agent of evidence
reasonably satisfactory to them of the ownership of and the loss, theft,
destruction or mutilation of any Warrant Certificate and of an indemnity bond
reasonably satisfactory to them in form or amount and (in the case of
mutilation) upon surrender and cancellation thereof, then, in the absence of
notice to the Company or the Warrant Agent that the Warrants represented thereby
have been acquired by a bona fide purchaser, the Company shall execute and
deliver to the Warrant Agent and, upon the Company's request, an authorized
signatory of the Warrant Agent shall manually countersign and deliver, to the
registered holder of the lost, stolen, destroyed or mutilated Warrant
Certificate, in exchange for or in lieu thereof, a new Warrant Certificate of
the same tenor and for a like aggregate number of Warrants. Upon the issuance of
any new Warrant Certificate under this Article 7, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the
reasonable fees and expenses of the Warrant Agent) in connection therewith.
Every new Warrant Certificate executed and delivered pursuant to this Article 7
in lieu of any lost, stolen or destroyed Warrant Certificate shall be entitled
to the same benefits of this Agreement equally and proportionately with any and
all other Warrant Certificates, whether or not the allegedly lost, stolen or
destroyed Warrant Certificate shall be at anytime enforceable by anyone. The
provisions of this Article 7 are exclusive and shall preclude (to the extent
lawful) all other rights or remedies with respect to the replacement of
mutilated, lost, stolen or destroyed Warrant Certificates.


                                   ARTICLE 12

                              WARRANT REGISTRATION

          12.1 REGISTRATION. The Warrant Certificates shall be issued in
registered form only and shall be registered in the names of the record holders
of the Warrant Certificates to whom they are to be delivered. The Warrant Agent
shall maintain or cause to be maintained a register in which, subject to such
reasonable regulations as it may prescribe, the Warrant Agent shall provide for
the registration of Warrants and of transfers or exchanges of Warrant
Certificates as provided in this Agreement. Such register shall be maintained at
the office of the Warrant Agent located at the respective address therefor as
provided in Section 15.1. Such register shall be open for inspection upon notice
at all reasonable times by the Warrant Agent and each holder of a Warrant.


<PAGE>


          12.2 TRANSFER OR EXCHANGE. At the option of the holder, Warrant
Certificates may be exchanged or transferred for other Warrant Certificates for
a like aggregate number of Warrants, upon surrender of the Warrant Certificates
to be exchanged at the office of the Warrant Agent maintained for such purpose
at the respective address therefor as provided in Section 15.1, and upon payment
of the charges herein provided. Whenever any Warrant Certificates are so
surrendered for exchange or transfer, the Company shall execute, and an
authorized signatory of the Warrant Agent shall manually countersign and
deliver, the Warrant Certificates that the holder making the exchange is
entitled to receive.

          12.3 VALID AND ENFORCEABLE. All Warrant Certificates issued upon any
registration of transfer or exchange of Warrant Certificates shall be the valid
obligations of the Company, evidencing the same obligations, and entitled to the
same benefits under this Agreement, as the Warrant Certificates surrendered for
such registration of transfer or exchange.

          12.4 ENDORSEMENT. Every Warrant Certificate surrendered for
registration of transfer or exchange shall (if so required by the Company or the
Warrant Agent) be duly endorsed, or be accompanied by an instrument of transfer
in form reasonably satisfactory to the Company and the Warrant Agent and duly
executed by the registered holder thereof or such holder's officer or
representative duly authorized in writing.

          12.5 NO SERVICE CHARGE. No service charge shall be made for any
registration of transfer or exchange of Warrant Certificates.

          12.6 TREATMENT OF HOLDERS OF WARRANT CERTIFICATES. The Company and the
Warrant Agent may treat the registered holder of a Warrant Certificate as the
absolute owner thereof for any purpose and as the person entitled to exercise
the rights represented by the Warrants evidenced thereby, any notice to the
contrary notwithstanding.

          12.7 CANCELLATION. Any Warrant Certificate surrendered for
registration of transfer, exchange or the exercise of the Warrants represented
thereby shall, if surrendered to the Company, be delivered to the Warrant Agent,
and all Warrant Certificates surrendered or so delivered to the Warrant Agent
shall be promptly cancelled by the Warrant Agent. Any such Warrant Certificate
shall not be reissued and, except as provided in this Article 12 in case of an
exchange or transfer, in Article 11 in case of a mutilated Warrant Certificate
and in Article 4 in case of the exercise of less than all the Warrants
represented thereby, no Warrant Certificate shall be issued hereunder in lieu
thereof. The Warrant Agent shall deliver to the Company from time to time or
otherwise dispose of such cancelled Warrant Certificates in a manner reasonably
satisfactory to the Company.


<PAGE>


                                   ARTICLE 13

                                  WARRANT AGENT

          13.1 OBLIGATIONS BINDING. The Warrant Agent undertakes the duties and
obligations imposed by this Agreement upon the term and conditions set forth in
this Article 13. The Company, and the holders of Warrants by their acceptance
thereof, shall be bound by all of such terms and conditions.

          13.2 NO LIABILITY. The Warrant Agent shall not by countersigning
Warrant Certificates or by any other act hereunder be accountable with respect
to or be deemed to make any representations as to the validity or authorization
of the Warrants or the Warrant Certificates (except as to its countersignature
thereon), as to the validity, authorization or value (or kind or amount) of any
Common Stock or of any Other Securities or other property delivered or
deliverable upon exercise of any Warrant, or as to the purchase price of such
Common Stock, securities or other property. The Warrant Agent shall not (i) be
liable for any recital or statement of fact contained herein or in the Warrant
Certificates or for any action taken, suffered or omitted by the Warrant Agent
in good faith in the belief that any Warrant Certificate or any other document
or any signature is genuine or properly authorized, (ii) be responsible for
determining whether any facts exist that may require any adjustment of the
purchase price and the number of shares of Common Stock purchasable upon
exercise of Warrants, or with respect to the nature or extent of any such
adjustments when made, or with respect to the method of adjustment employed,
(iii) be responsible for any failure on the part of the Company to issue,
transfer or deliver any Common Stock or Other Securities or property upon the
surrender of any Warrant for the purpose of exercise or to comply with any other
of the Company's covenants and obligations contained in this Agreement or in the
Warrant Certificates or (iv) be liable for any act or omission in connection
with this Agreement except for its own bad faith, negligence or willful
misconduct.

          13.3 INSTRUCTIONS. The Warrant Agent is hereby authorized to accept
instructions with respect to the performance of its duties hereunder from the
Chairman of the Board, Chief Executive Officer, President, any Senior Vice
President, any Vice President, Treasurer or any Assistant Treasurer of the
Company and to apply to any such officer for advice or instructions. The Warrant
Agent shall not be liable for any action taken, suffered or omitted by it in
good faith in accordance with the instructions of any such officer, except to
the extent that it is determined in a final judgment by a court of competent
jurisdiction that such action or omission resulted directly from the Warrant
Agent's negligence.

          13.4 AGENTS. The Warrant Agent may execute and exercise any of the
rights and powers hereby vested in it or perform any duty hereunder either
itself or by or through its attorneys, agents or employees, provided reasonable
care has been exercised in the selection and in the continued employment of any
such attorney, agent or employee. The Warrant Agent shall not be under any
obligation or duty to institute, appear in, or defend any action, suit or legal
proceeding in respect hereof, but this provision shall not affect the power of
the Warrant Agent to take such action as the Warrant Agent may consider proper.
The Warrant Agent shall promptly


<PAGE>


notify the Company in writing of any claim made or action, suit or proceeding
instituted against the Warrant Agent arising out of or in connection with this
Agreement.

          13.5 COOPERATION. The Company shall perform, execute, acknowledge and
deliver or cause to be performed, executed, acknowledged and delivered all such
further acts, instruments and assurances as may reasonably be required by the
Warrant Agent in order to enable the Warrant Agent to carry out or perform its
duties under this Agreement.

          13.6 AGENT ONLY. The Warrant Agent shall act solely as agent. The
Warrant Agent shall not be liable except for the performance of such duties as
are specifically set forth herein and no implied covenants or obligations shall
be read into this Agreement against the Warrant Agent, whose duties and
obligations shall be determined solely by the express provisions hereof.

          13.7 RIGHT TO COUNSEL. The Warrant Agent may at any time consult with
legal counsel satisfactory to it (who may be legal counsel for the Company), and
the Warrant Agent shall incur no liability or responsibility to the Company or
to any Warrant holder for any action taken, suffered or omitted by the Warrant
Agent in good faith in accordance with the opinion or advice of such counsel.

          13.8 COMPENSATION. The Company agrees to pay the Warrant Agent
reasonable compensation for its services hereunder to be agreed upon and to
reimburse the Warrant Agent for its reasonable expenses hereunder, and further
agrees to indemnify the Warrant Agent and hold it harmless against any and all
liabilities, including, but not limited to, judgments, costs and reasonable
counsel fees, for anything done, suffered or omitted by the Warrant Agent in the
execution of its duties and powers hereunder, except for any such liabilities
that arise as a result of the Warrant Agent's bad faith, negligence or willful
misconduct.

          13.9 ACCOUNTING. The Warrant Agent shall account promptly to the
Company with respect to Warrants exercised and concurrently pay to the Company
all moneys received by the Warrant Agent on behalf of the Company on the
purchase of shares of Common Stock (or Other Securities) through the exercise of
Warrants. The Warrant Agent shall advise the Company by telephone at the end of
each day on which a payment for the exercise of Warrants is received of the
amount so deposited to such account. The Warrant Agent shall promptly confirm
such telephone advice to the Company in writing.

          13.10 NO CONFLICT. The Warrant Agent and any stockholder,
director, officer or employee of the Warrant Agent may buy, sell or deal in any
of the Warrants or other securities of the Company or become pecuniarily
interested in any transaction in which the Company may be interested, or
contract with or lend money to the Company or otherwise act as fully and freely
as though it were not Warrant Agent under this Agreement. Nothing herein shall
preclude the Warrant Agent from acting in any other capacity for the Company or
for any other legal entity,


<PAGE>


          13.11 RESIGNATION; TERMINATION. The Warrant Agent may resign its
duties and be discharged from all further duties and liabilities hereunder
(except liabilities arising as a result of the Warrant Agent's bad faith,
negligence or willful misconduct), after giving thirty (30) days' prior written
notice to the Company. The Company may remove the Warrant Agent upon thirty (30)
days' written notice, and the Warrant Agent shall thereupon in like manner be
discharged from all further duties and liabilities hereunder, except as to
liabilities arising as a result of the Warrant Agent's bad faith, negligence or
willful misconduct. The Company shall cause to be mailed promptly (by first
class mail, postage prepaid) to each registered holder of a Warrant at such
holder's last address as shown on the register of the Company, at the Company's
expense, a copy of such notice of resignation or notice of removal, as the case
may be. Upon such resignation or removal the Company shall promptly appoint in
writing a new warrant agent. If the Company shall fail to make such appointment
within a period of thirty (30) days after it has been notified in writing of
such resignation by the resigning Warrant Agent or after such removal, then the
holder of any Warrant may apply to any court of competent jurisdiction for the
appointment of a new warrant agent. Pending appointment of a successor to the
Warrant Agent, either by the Company or by such a court, the duties of the
Warrant Agent shall be carried out by the Company. Any successor warrant agent,
whether appointed by the Company or by such a court, shall be a corporation,
incorporated under the laws of the United States or of any state thereof and
authorized under such laws to exercise corporate trust powers, be subject to
supervision and examination by Federal or state authority, and have a combined
capital and surplus of not less than $100,000,000 as set forth in its most
recent published annual report of condition. After acceptance in writing of such
appointment by the new warrant agent it shall be vested with the same powers,
rights, duties and responsibilities as if it had been originally named herein as
the Warrant Agent, without any further assurance, conveyance, act or deed; but
if for any reason it shall be necessary or expedient to execute and deliver any
further assurance, conveyance, act or deed, the same shall be done at the
expense of the Company and shall be legally and validly executed and delivered
by the resigning or removed Warrant Agent. Not later than the effective date of
any such appointment the Company shall file notice thereof with the resigning or
removed Warrant Agent and shall forthwith cause a copy of such notice to be
mailed (by first class, postage prepaid) to each registered holder of a Warrant
at such holder's last address as shown on the register of the Company. Failure
to give any notice provided for in this Section 13.11, or any defect in any such
notice, shall not affect the legality or validity of the resignation of the
Warrant Agent or the appointment of a new warrant agent, as the case may be.

          13.12 CHANGE OF WARRANT AGENT. If at any time the name of the Warrant
Agent shall be changed and at such time any of the Warrant Certificates shall
have been countersigned but not delivered, the Warrant Agent may adopt the
countersignature under its prior name and deliver Warrant Certificates so
countersigned; and if at that time any of the Warrant Certificates shall not
have been countersigned, the Warrant Agent may countersign such Warrant
Certificates either in its prior name or in its changed name; and in all such
cases such Warrant Certificates shall have the full force and effect provided in
the Warrant Certificates and this Agreement.

          13.13 SUCCESSOR WARRANT AGENT. Any corporation or entity into which
the Warrant Agent or any new warrant agent may be merged or any corporation or
entity resulting


<PAGE>


from any consolidation to which the Warrant Agent or any new warrant agent shall
be a party or any corporation or entity succeeding to all or substantially all
the agency business of the Warrant Agent or any new warrant agent shall be a
successor Warrant Agent under this Agreement without any further act, provided
that such corporation would be eligible for appointment as a new warrant agent
under the provisions of Section 13.11 of this Article 13. The Company shall
promptly cause the successor Warrant Agent to mail notice of its succession as
Warrant Agent (by first class mail, postage prepaid) to each registered holder
of a Warrant at its last address as shown on the register of the Company.

                                   ARTICLE 14

                                 REMEDIES, ETC.

          14.1 REMEDIES. The Company stipulates that the remedies at law of each
holder of a Warrant in the event of any default or threatened default by the
Company in the performance of or compliance with any of the terms of this
Warrant Agreement are not and will not be adequate and that, to the fullest
extent permitted by law, such terms may be specifically enforced by a decree for
the specific performance of any agreement contained herein or by an injunction
against a violation of any of the terms hereof or otherwise.

          14.2 WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Prior to the exercise of
the Warrants represented thereby, no holder of a Warrant Certificate, as such,
shall be entitled to any rights of a stockholder of the Company, including, but
not limited to, the right to vote, to receive dividends or other distributions,
to exercise any preemptive right or to receive any notice of meetings of
stockholders, and no such holder shall be entitled to receive notice of any
proceedings of the Company except as provided in this Agreement. Nothing
contained in this Agreement shall be construed as imposing any liabilities on
such holder to purchase any securities or as a stockholder of the Company,
whether such liabilities are asserted by the Company or by creditors or
stockholders of the Company or otherwise.

          14.3 RIGHT OF ACTION. All rights of action in respect of this
Agreement are vested in the registered holders of the Warrants. Any registered
holder of any Warrant, without the consent of the Warrant Agent or the
registered holder of any other Warrant, may in such holder's own behalf and for
such holder's own benefit enforce, and may institute and maintain, any suit,
action or proceeding against the Company suitable to enforce, or otherwise in
respect of, such holder's right to exercise such holder's Warrants in the manner
provided in the Warrant Certificate representing such Warrants and the Company's
obligations under this Agreement and the Warrants.


<PAGE>


                                   ARTICLE 15

                                  MISCELLANEOUS

          15.1 NOTICES. Any notice, demand or delivery authorized by this
Agreement shall be sufficiently given or made if sent by first class mail,
postage prepaid, delivered by hand or delivered by overnight courier, in each
case addressed to any registered holder of a Warrant at such holder's last known
address appearing on the register of the Company or the Warrant Agent, and to
the Company or the Warrant Agent as follows, or delivered by facsimile (in the
case of notices to any registered holder, to the last known facsimile number of
such holder appearing on the register of the Company or the Warrant Agent):

If to the Company:

                     Golden Books Family Entertainment, Inc.
                     888 Seventh Avenue
                     New York, NY 10106
                     Attn: General Counsel
                     Telephone: (212) 547-6700
                     Facsimile. (212) 547-6711

If to the Warrant Agent:

                     The Bank of New York
                     101 Barclay Street
                     New York, New York 10286
                     Attn:  Ralph Chianese
                     Telephone:  (212) 815-4905
                     Facsimile:  (212) 815-3201

or such other address as shall have been furnished in writing, in accordance
with this Section 15.1, to the party giving or making such notice, demand or
delivery.

          15.2 GOVERNING, LAW AND CONSENT TO FORUM. THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT
REGARD TO PRINCIPLES OF CONFLICT OF LAWS. THE COMPANY AND THE WARRANT AGENT EACH
HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY NEW YORK STATE COURT
SITTING IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE CITY OF NEW
YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT, AND EACH IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID
COURTS. NOTHING



<PAGE>

HEREIN SHALL AFFECT THE RIGHT OF ANY PERSON TO SERVE PROCESS IN ANY MANNER
PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST
THE COMPANY IN ANY OTHER JURISDICTION.

          15.3 BENEFITS OF THIS AGREEMENT. This Agreement shall be binding upon
and inure to the benefit of the Company and the Warrant Agent and their
respective successors and assigns, and the registered and beneficial holders
from time to time of the Warrants and of holders of the Common Stock, where
applicable. Nothing in this Agreement is intended or shall be construed to
confer upon any other Person any right, remedy or claim under or by reason of
this Agreement and any part hereof.

          15.4 AGREEMENT OF HOLDERS OF WARRANT CERTIFICATES. Every holder of a
Warrant Certificate, by accepting the same, covenants and agrees with the
Company, the Warrant Agent and with every other holder of a Warrant Certificate
that the Warrant Certificates are transferable on the registry books of the
Warrant Agent only upon the terms and conditions set forth in this Agreement,
and the Company and the Warrant Agent may deem and treat the person in whose
name the Warrant Certificate is registered as the absolute owner for all
purposes whatsoever and neither the Company nor the Warrant Agent shall be
affected by any notice to the contrary.

          15.5 COUNTERPARTS. This Agreement may be executed in any number of
counterparts and each such counterpart shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute but one and the
same instrument.

          15.6 AMENDMENTS. This Agreement may be amended by the parties hereto,
without the consent of the holder of any Warrant Certificate, for the purpose of
curing any manifest error, or of curing, correcting or supplementing any
defective provision contained herein, or making any other provisions with
respect to matters or questions arising under this Agreement as the Company and
the Warrant Agent may deem necessary or desirable; provided that such action
shall not adversely affect the interests of the holders of the Warrant
Certificates. Any other amendment shall require the consent of the holders of
Warrants representing a majority in number of the then outstanding Warrants.

          Any such modification or amendment will be conclusive and binding on
all present and future holders of Warrant Certificates whether or not they have
consented to such modification or amendment or waiver and whether or not
notation of such modification or amendment is made upon such Warrant
Certificates. Any instrument given by or on behalf of any holder of a Warrant
Certificate in connection with any consent to any modification or amendment will
be conclusive and binding on all subsequent holders of such Warrant Certificate.

          15.7 CONSENT TO JURISDICTION. Notwithstanding anything to the contrary
contained in Section 15.2 hereof, (a) the parties hereby expressly acknowledge
and agree that, to the extent permitted by applicable law, the Bankruptcy Court
shall have exclusive jurisdiction to hear and determine any and all disputes
concerning the distribution of Warrants hereunder to holders of Claims pursuant
to the Plan, and (b) the Warrant Agent hereby consents to the



<PAGE>

jurisdiction of the Bankruptcy Court with respect to any such disputes and
waives any argument of lack of such jurisdiction.

          15.8 HEADINGS. The table of contents hereto and the descriptive
headings of the several sections hereof are inserted for convenience only and
shall not control or affect the meaning or construction of any of the provisions
hereof.

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed, as of the day and year first above written.

                                       GOLDEN BOOKS FAMILY
                                       ENTERTAINMENT, INC.


                                       By:      /s/
                                           ----------------------------
                                           Name:
----------------------------                    -----------------------
                                           Title:
----------------------------                     ----------------------

                                       THE BANK OF NEW YORK

                                       By:     /s/
                                          -----------------------------
                                          Name: John Sivertsen
----------------------------
                                          Title: Vice President
----------------------------