Exhibit 10.4


                                 AMENDMENT NO. 1

     AMENDMENT NO. 1 dated as of June 20, 1997 to the Employment  Agreement (the
"Agreement")  dated as of March 31, 1997  between  LANCIT  MEDIA  ENTERTAINMENT,
LTD., a New York corporation ("Employer") and SUSAN SOLOMON ("Executive").

                              W I T N E S S E T H:

     WHEREAS,  Employer and  Executive  entered into the  Agreement on March 31,
1997; and

     WHEREAS,  the  Board  of  Directors  approved  certain  amendments  to  the
Agreement on the date hereof; and

     WHEREAS,  capitalized  terms  used in  this  Amendment  and not  separately
defined shall have the meanings ascribed thereto in the Agreement;

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree to
amend the Agreement as follows:

          1.   Paragraphs  3(e),  3(f)  and  3(g) of the  Agreement  are  hereby
               amended to provide in their entirety as follows:

               (e)  (i) Employer  hereby  grants to Executive  stock  options to
                    purchase four hundred ninety-five  thousand (495,000) shares
                    of  Employer's  common stock (the "Signing  Options")  under
                    Employer's  1990 Stock  Option Plan (the "1990 Plan") on the
                    terms and conditions described in the Stock Option Agreement
                    between  Employer and Executive dated as of June 20, 1997, a
                    copy of which is  annexed  hereto  as  Exhibit  A.  Employer
                    represents,  warrants and covenants  that no fewer than four
                    hundred  ninety-five   thousand  (495,000)   authorized  but
                    unissued  shares of  Employer's  common  stock (or shares of
                    common  stock held in  treasury)  will remain  reserved  and
                    available for issuance  under the 1990 Plan pursuant to such
                    Stock Option  Agreement  for so long as the Signing  Options
                    remain outstanding.  Subject to subparagraph 3(f)(v)(B), the
                    Signing  Options  may not be  exercised  prior to October 1,
                    1997.  From and after that date (or such  earlier date as is
                    provided  for   hereunder),   the  Signing  Options  may  be
                    exercised in accordance with their terms.

                    (ii) Employer  represents  and warrants the shares of common
                    stock issuable pursuant to the Signing Options (the "Signing
                    Option  Shares") are registered  under the Securities Act of
                    1933,  as amended  (the  "Securities  Act"),  pursuant  to a
                    registration  statement  on Form S-8 which is  currently  in
                    effect.  Upon  the  request  of  Executive,  Employer  shall
                    promptly  prepare  and  file,  by means of a  post-effective
                    amendment,  and thereafter maintain current and in effect, a
                    re-offer  prospectus  under  such  registration   statement,
                    registering  the resale of all the Signing  Option Shares by
                    Executive.  Employer agrees to use its reasonable efforts to
                    make timely filings of its periodic reports and to take such
                    other  actions as may be necessary or  appropriate  in order
                    for  Employer to remain  qualified to use Form S- 8 and such
                    re-offer  prospectus  as  contemplated  by  this  Agreement.
                    Employer  covenants and agrees to use its reasonable efforts
                    to maintain current and in effect each of such  registration
                    statement and reoffer prospectus until the earliest to occur
                    of (A) the  eleventh  (11th)  anniversary  of the  Effective
                    Date, or (B) the sale of all of the Signing Option Shares by
                    Executive,  or (iii) the date Executive  receives an opinion
                    of counsel  reasonably  acceptable  to counsel for Executive
                    (which  may be from  counsel  to  Employer)  that all of the
                    Signing  Option  Shares may be sold under the  provisions of
                    paragraph  (k) of Rule 144  notwithstanding  the fact that a
                    portion of the Signing Option Shares may remain unregistered
                    under the Act.

                    (iii)If  Employer  is  unable  to  maintain  in  effect  the
                    registration  of the  Signing  Option  Shares on Form S-8 or
                    fails or is unable to file or thereafter  maintain in effect
                    a re-offer  prospectus  under such  registration  statement,
                    Executive will be entitled to the demand registration rights
                    described  in  the  Registration  Rights  Agreement  between
                    Employer and Executive dated as of March 31, 1997, a copy of
                    which is annexed hereto as Exhibit B.


<PAGE>



                    (iv)  Executive  agrees  that,  during any  ninety  (90) day
                    period,  and  notwithstanding  the  registration  under  the
                    Securities  Act of the Signing  Option  Shares,  Executive's
                    right to sell, assign, hypothecate or otherwise transfer any
                    interest in the Signing Option Shares (collectively referred
                    to  herein  as  Executive's  "Transfer  Rights"),  shall  be
                    limited  to  that  number  of  the  Signing  Option  Shares,
                    together  with  any  shares  of  common  stock  issuable  to
                    Executive  pursuant to the Units or the  Additional  Signing
                    Options hereinafter  referred to (collectively,  the "Option
                    Shares"),  which  is equal  to the  greater  of (A) one (1%)
                    percent of the number of shares of  Employer's  common stock
                    outstanding  or (B) the average  weekly  reported  volume of
                    trading  in   Employer's   common   stock  on  all  national
                    securities  exchanges  and/or reported through the automated
                    quotation  system  of a  registered  securities  association
                    (e.g.,   NASDAQ)   during  the  four  (4)   calendar   weeks
                    immediately  preceding  the  filing  of the  notice  of sale
                    required to be filed under Rule 144 if the Option Shares are
                    being sold in compliance with SEC Rule 144 or, if compliance
                    with Rule 144 is not  required,  the date of sale.  Employer
                    and Executive agree that the restrictions  described in this
                    subparagraph  3(e)(iv)  shall  expire:  (1)  if  Executive's
                    employment is terminated other than for the reason set forth
                    in  subparagraph  4(a)(iv),   upon  the  later  of  (x)  the
                    termination of Executive's  employment  with Employer or (y)
                    March  24,  2001,  or  (2)  if  Executive's   employment  is
                    terminated   for  the  reason  set  forth  in   subparagraph
                    4(a)(iv),  upon the  termination of  Executive's  employment
                    with Employer or (3) in the event of a "Change in Control of
                    Employer" as defined in subparagraph 4(d) of this Agreement.
                    Employer  further  agrees  that if  Executive,  prior to her
                    termination of employment,  has not  transferred or sold the
                    maximum  number of Option Shares which she had been entitled
                    to  transfer  or sell  hereunder,  then,  as of the  date of
                    termination of her  employment,  where such date is prior to
                    March 24, 2001, all  restrictions on transfer and sale shall
                    expire as of the date of termination of employment as to the
                    number  of  Option   Shares  which   Executive   could  have
                    previously transferred or sold cumulatively, less the number
                    of shares which were previously transferred or sold.

                    (v) (A) In the event of (1) the  dissolution  or liquidation
                    of  Employer or (2) a merger or  consolidation  in which (x)
                    the   Employer   does  not  survive  as  a  publicly   owned
                    corporation  with securities  registered  under the Exchange
                    Act  and  (y)  the  agreements   governing  such  merger  or
                    consolidation  do not provide for the issuance of substitute
                    options with  substantially  equivalent terms, as determined
                    by  Employer's  Board of  Directors,  in lieu of the Signing
                    Options or for the express assumption (within the meaning of
                    Section  424(a) of the  Internal  Revenue  Code of 1986,  as
                    amended (the "Code") of the Signing Options by the surviving
                    corporation,  Employer's  Board of Directors  shall  declare
                    that the Signing  Options shall terminate as of a date to be
                    fixed by the Board of Directors  (the  "Termination  Date"),
                    provided  that the  Board  of  Directors  shall  cause to be
                    delivered   not  less  than  thirty  (30)  days  before  the
                    Termination  Date written notice of the Termination  Date to
                    Executive  and  Executive  shall have the right,  during the
                    period  between the  receipt of the  written  notice and the
                    Termination Date, to exercise the Signing Options,  in whole
                    or in part,  whether  or not all or any part of the  Signing
                    Options  would  not  otherwise  be  exercisable;   provided,
                    however,  that unless  Executive  shall  deliver to Employer
                    written  notice to the  contrary at least three (3) business
                    days prior to the Termination Date,  Executive and all other
                    holders of the Signing  Options,  if any, shall be deemed to
                    have  delivered  to  Employer  a notice of  exercise  of the
                    Signing Options,  in whole, on such Termination Date. To the
                    extent that the Signing  Options are not  exercised in their
                    entirety on or prior to the  Termination  Date,  any and all
                    Signing  Options  and all rights  then  remaining  hereunder
                    shall terminate as of the Termination Date.

                    (B) Upon a "Change  in  Control of  Employer",  the  Signing
                    Options, if not already exercisable in accordance with their
                    terms, shall become  immediately  exercisable in whole or in
                    part.

                    (C) In the  event  of a  "Change  in  Control  of  Employer"
                    pursuant  to  which   substitute   options  are  offered  to
                    Executive in place of the Signing  Options herein granted or
                    the  surviving  corporation  offers  to assume  the  Signing
                    Options, the Board shall cause to be delivered to Executive,
                    not less than thirty (30) days before the effective  date of
                    such "Change In Control of Employer", written notice of such
                    effective  date to Executive  and  Executive  shall have the
                    right  to  elect  to  accept  such  substitute   options  or
                    assumption of the Signing Options or to exercise the Signing
                    Options  in whole or in  part,  prior to the such  effective
                    date (and such notice  shall so state);  provided,  however,
                    that unless  Executive  shall  deliver to  Employer  written
                    notice to the  contrary  at least  three (3)  business  days
                    prior  to such  effective  date,  Executive  and  all  other
                    holders of the Signing  Options,  if any, shall be deemed to
                    have

<PAGE>



                    rejected any substitute options offered to Executive and any
                    offer to assume the Signing Options and to have delivered to
                    Employer a notice of  exercise of the  Signing  Options,  in
                    whole, on such effective date.

                    (vi) If, at the time  Executive  purchases any Option Shares
                    upon exercise of Signing Options, such Option Shares are not
                    registered for resale by Executive under the Securities Act,
                    and  Executive  is  entitled to demand  registration  rights
                    under  subparagraph  3(e)(iii)  above, and if on the date on
                    which such  Option  Shares may for the first time be sold by
                    Executive  without  limitation   (whether  by  means  of  an
                    effective  registration  for resale under the Securities Act
                    or  otherwise)  the  "fair  market  value"  of  a  share  of
                    Employer's  common stock is, with respect to any such Option
                    Share, below the lesser of (A) the fair market value of such
                    Option Share on the date  Executive's  notice of election to
                    exercise her registration rights was received by Employer or
                    (B) the fair market  value of such Option  Share on the date
                    the  certificate  representing  ownership in registered form
                    thereof  was  issued,   Employer  will  promptly  compensate
                    Executive  with a  bonus  payment  in an  amount  of cash or
                    registered  shares (valued at their fair market value) equal
                    to the sum of the differences  between the fair market value
                    of a share of  Employer's  common stock on the date on which
                    such  registration  statement is declared  effective and the
                    amount  determined  to be, with respect to each Option Share
                    described in this subparagraph  3(e)(vi),  the lesser of the
                    amounts described in clauses (A) and (B) above. For purposes
                    of the foregoing,  the term fair market value shall have the
                    same  meaning  as is  ascribed  to such term in  Schedule  A
                    annexed hereto.

               (f)  (i) As a further financial incentive for Executive, Employer
                    hereby grants  Executive an additional value incentive bonus
                    (the  "Value  Incentive  Bonus") of two  hundred  fifty-five
                    thousand  (255,000)  units  (the  "Units")  which  shall  be
                    convertible  in accordance  with the terms and conditions of
                    this Agreement and Schedule A annexed  hereto.  The value of
                    each Unit shall be equal to the  increased  value of one (1)
                    share of Employer's  common stock,  calculated in the manner
                    described  in  this  Agreement  and in  Schedule  A  annexed
                    hereto.  Upon conversion of the Units into compensation,  as
                    contemplated  by Paragraph 2 of Schedule A, employee will be
                    entitled  to  receive  cash or shares of  Employer's  common
                    stock at the option of  Employer's  Board of  Directors,  in
                    accordance with Schedule A. The Value Incentive Bonus is and
                    shall be an employee benefit plan of Employer.

                    (ii)  (A)  The  Units  are  granted  in  recognition  of the
                    personal services of Executive,  and Executive hereby agrees
                    that Executive will not directly or indirectly sell, assign,
                    transfer,  pledge,  hypothecate,  dispose  of,  encumber  or
                    otherwise  grant any interest in the Units other than (1) by
                    will  or by the  laws of  descent  and  distribution  or (2)
                    pursuant to a "Qualified  Domestic Relations Order" ("QDRO")
                    as  defined  in the  Code,  or  Title  I of  the  Employment
                    Retirement  Income  Security  Act of 1974,  as amended.  The
                    Units may be converted during the lifetime of Executive only
                    by  Executive  or by  Executive's  guardian  or other  legal
                    representative or by a transferee thereof pursuant to a QDRO
                    (a "Permitted Transferee").

                    (B) If Executive shall die while still employed  pursuant to
                    this  Agreement,  the Units may be converted by  Executive's
                    executor, administrator or other legal representative, or by
                    a  Permitted  Transferee  to whom the  Units  were  lawfully
                    transferred,  if any, at any time prior to the expiration of
                    the Units.

                    (C) If Executive's  employment pursuant to this Agreement is
                    terminated by reason of permanent  disability (as defined in
                    Paragraph  4(a)  below),  the  Units  may  be  converted  by
                    Executive    or   by    Executive's    guardian   or   legal
                    representative,  or by a  Permitted  Transferee  to whom the
                    Units were lawfully  transferred,  if any, at any time prior
                    to the expiration of the Units.

                    (iii)Subject to subparagraph  3(f)(viii)(B) below, the Units
                    may not be  converted  prior to the  earlier to occur of the
                    Shareholders  Meeting (as defined in  subparagraph  3(g)(ii)
                    below) or December 31, 1997, except as hereinafter  provided
                    and  provided  that  the  Units  do not  expire  immediately
                    following  the  Shareholders  Meeting  (held  on  or  before
                    December  31,   1997)  in   accordance   with   subparagraph
                    3(f)(vii)(A).  From and  after  such  date the  Units may be
                    converted  in whole or from time to time in part at any time
                    before their  expiration by giving advance written notice of
                    such conversion to the Chief  Financial  Officer of Employer
                    in the form of Exhibit I annexed to Schedule A hereto  prior
                    to  midnight,  New York City  time,  on March 31,  2007 (the
                    "Expiration  Date"),  specifying  the  number of Units  (not
                    exceeding two hundred fifty-five  thousand  (255,000)) being
                    converted.


<PAGE>


                    (iv)  Employer  agrees  that with  respect  to the shares of
                    common stock which may be issuable to Executive  pursuant to
                    Executive's  Value  Incentive  Bonus (the  "Value  Incentive
                    Shares"),  upon  the  request  of  Executive  following  the
                    earlier of the Shareholders  Meeting of Employer referred to
                    in   subparagraph   3(g)(ii)  below  or  December  31,  1997
                    (provided  the New Plan and/or  Additional  Signing  Options
                    referred  to in  Paragraph  3(g) below were not  approved or
                    ratified at such meeting on or prior to December 31,  1997),
                    Employer will promptly seek to register the Value  Incentive
                    Shares  under  the  Securities  Act,  on a Form  S-8 (or the
                    applicable successor Form) registration statement, and shall
                    thereafter  use its reasonable  efforts to maintain  current
                    and in effect such  registration  statement.  In  connection
                    with such registration,  Employer shall prepare and file and
                    thereafter  maintain  current  and in  effect,  a  "re-offer
                    prospectus" under such registration  statement,  registering
                    the resale of all the Value  Incentive  Shares by Executive.
                    Employer agrees to use its reasonable efforts to make timely
                    filings  of its  periodic  reports  and to take  such  other
                    actions  as may be  necessary  or  appropriate  in order for
                    Employer to remain  qualified  to use such Form S-8 and such
                    re-offer  prospectus  as  contemplated  by  this  Agreement.
                    Employer's  obligations under this paragraph shall terminate
                    upon  the  earliest  to  occur  of (i) the  eleventh  (11th)
                    anniversary  of the Effective  Date, or (ii) the sale of all
                    of the Value Incentive Shares by Executive or (iii) the date
                    Executive   receives   an  opinion  of  counsel   reasonably
                    acceptable  to  counsel  for  Executive  (which  may be from
                    counsel to Employer) that all of the Value Incentive  Shares
                    may be sold under the  provisions  of paragraph  (k) of Rule
                    144  notwithstanding  the fact that a  portion  of the Value
                    Incentive   Shares   may  remain   unregistered   under  the
                    Securities  Act or (iv)  expiration of the Units as provided
                    in subparagraph 3(f)(viii) hereof.

                    (v) If Employer is unable to  register  the Value  Incentive
                    Shares  on Form  S-8 or  thereafter  fails or is  unable  to
                    maintain such  registration  statement in effect or fails or
                    is  unable  to file  or  thereafter  maintain  in  effect  a
                    re-offer  prospectus  under  such  registration   statement,
                    Executive will be entitled to the demand registration rights
                    described  in  the  Registration  Rights  Agreement  between
                    Employer and Executive dated as of March 31, 1997, a copy of
                    which is annexed hereto as Exhibit B.

                    (vi)  Executive  agrees  that,  during any  ninety  (90) day
                    period,  and  notwithstanding  the  registration  under  the
                    Securities Act of the Value  Incentive  Shares,  Executive's
                    right to sell, assign, hypothecate or otherwise transfer any
                    interest  in  the  Value  Incentive   Shares   (collectively
                    referred to herein as Executive's "Transfer Rights"),  shall
                    be limited  as set forth in  subparagraph  3(e)(iv)  of this
                    Agreement.   Employer   and   Executive   agree   that   the
                    restrictions  described in this subparagraph  3(f)(vi) shall
                    expire:  (1) if Executive's  employment is terminated  other
                    than for the reason set forth in subparagraph 4(a)(iv), upon
                    the later of (x) the  termination of Executive's  employment
                    with Employer or (y) March 30, 2001,  or (2) if  Executive's
                    employment  is  terminated  for  the  reason  set  forth  in
                    subparagraph  4(a)(iv),  upon the termination of Executive's
                    employment with Employer or (3) upon a "Change in Control of
                    Employer" as defined in subparagraph 4(d) of this Agreement.
                    Employer  further  agrees  that if  Executive,  prior to her
                    termination of employment,  has not  transferred or sold the
                    maximum number of Value Incentive  Shares which she had been
                    entitled to transfer or sell hereunder, then, as of the date
                    of termination of her  employment,  where such date is prior
                    to March 30,  2001,  all  restrictions  on transfer and sale
                    shall expire as of the date of  termination of employment as
                    to the  number of Value  Incentive  Shares  which  Executive
                    could have previously transferred or sold cumulatively, less
                    the number of shares which were  previously  transferred  or
                    sold.

                    (vii) The Units shall expire and become null and void at the
                    earliest of:

               (A)  the approval or ratification  by Employer's  shareholders at
                    the  Shareholder's  Meeting  of the New  Plan  on or  before
                    December 31, 1997, such that the grant of Additional Signing
                    Options  granted to  Executive to purchase up to two hundred
                    fifty-five  thousand (255,000) shares of Common Stock become
                    effective;

               (B)  the Expiration Date;

               (C)  the  dissolution  of Employer  (subject to the provisions of
                    subparagraph 3(f)(viii) below);



<PAGE>


               (D)  (1) six (6) months after the  termination  of this Agreement
                    if such  termination  occurs on or prior to March  31,  2001
                    other than by reason of death or "permanent  disability" (as
                    defined in  subparagraph  4(a)  below),  or (2) one (1) year
                    after the termination of this Agreement if such  termination
                    occurs on or prior to March  31,  2001 by reason of death or
                    disability;

               (E)  one (1) year after the termination of this Agreement if such
                    termination occurs for any reason whatsoever after March 31,
                    2001 and on or prior to March 31, 2002;

               (F)  two (2) years after the  termination  of this  Agreement  if
                    such  termination  occurs  for any reason  whatsoever  after
                    March 31, 2002 and on or prior to March 31, 2003; or

               (G)  three (3) years after the  termination  of this Agreement if
                    such  termination  occurs  for any reason  whatsoever  after
                    March 31, 2003.

                    In the event  Executive's  employment is  terminated  within
                    four (4) years of the Effective Date, other than "For Cause"
                    (as defined in  subparagraph  4(a) of this  Agreement) or in
                    the event Executive  delivers her notice of her "Resignation
                    For  Cause"  (as  defined  in  subparagraph   4(c)  of  this
                    Agreement),  then,  notwithstanding  any other provisions of
                    this or any other  agreement  dated as of even date herewith
                    or prior hereto,  the Units shall expire no earlier than the
                    date  which is two (2) years  from the  Effective  Date with
                    respect to fifty (50%) percent of the Value Incentive Shares
                    or cash  issuable  upon  conversion  of the Units,  the date
                    which is  three  (3)  years  from the  Effective  Date  with
                    respect to an  additional  twenty-five  (25%) percent of the
                    Value  Incentive  Shares or cash issuable upon conversion of
                    the  Units  and the date  which is four (4)  years  from the
                    Effective  Date with  respect to the  remaining  twenty-five
                    (25%) percent of the Value Incentive Shares or cash issuable
                    upon conversion of the Units.

               (viii) (A) In the event of (1) the  dissolution or liquidation of
                    Employer or (2) a merger or  consolidation  in which (x) the
                    Employer  does not survive as a publicly  owned  corporation
                    with  securities  registered  under the Exchange Act and (y)
                    the agreements governing such merger or consolidation do not
                    provide for the  issuance of a  substitute  value  incentive
                    bonus or options with  substantially  equivalent  terms,  as
                    determined by Employer's Board of Directors,  in lieu of the
                    Units or for the express  assumption  (within the meaning of
                    Section  424(a) of the  Code) of the Units by the  surviving
                    corporation,  Employer's  Board of Directors  shall  declare
                    that the Units shall  terminate  as of a date to be fixed by
                    the Board of Directors (the  "Termination  Date"),  provided
                    that the Board of Directors  shall cause to be delivered not
                    less than  thirty  (30) days  before  the  Termination  Date
                    written  notice of the  Termination  Date to Executive,  and
                    Executive  shall have the right,  during the period  between
                    the receipt of the written notice and the  Termination  Date
                    to convert  the Units,  in whole or in part,  whether or not
                    all or any part of the Units would otherwise be convertible;
                    provided,  however,  that unless  Executive shall deliver to
                    Employer  written  notice to the contrary at least three (3)
                    business days prior to the Termination  Date,  Executive and
                    all other holders of Units,  if any, shall be deemed to have
                    delivered to Employer a notice of  conversion  of the Units,
                    in whole, on such  Termination  Date. To the extent that the
                    Units are not converted in their entirety on or prior to the
                    Termination  Date,  any and all  Units and all  rights  then
                    remaining  hereunder  shall  terminate as of the Termination
                    Date.

                    (B) In the event a  "Change  in  Control  of  Employer"  (as
                    defined in  subparagraph  4(d)  below)  occurs  prior to the
                    Units becoming  convertible pursuant to Paragraph 3(f)(iii),
                    the Units shall become  immediately  convertible in whole or
                    in part.

                    (C) In the  event  of a  "Change  in  Control  of  Employer"
                    pursuant to which a substitute  value  incentive bonus units
                    or options  are offered to  Executive  in place of the Units
                    herein granted or the surviving corporation offers to assume
                    Employer's obligations under the value incentive bonus plan,
                    the Board shall cause to be delivered to Executive, not less
                    than  thirty  (30) days  before the  effective  date of such
                    "Change  in  Control of  Employer",  written  notice of such
                    effective  date to Executive,  and Executive  shall have the
                    right to elect to accept  such  substitute  value  incentive
                    bonus  units or options or to convert  the Units in whole or
                    in part,  prior to the  effective  date of such  "Change  in
                    Control  of  Employer"  (and such  notice  shall so  state);
                    provided,  however,  that unless  Executive shall deliver to
                    Employer  written  notice to the contrary at least three (3)
                    business days prior to such  effective  date,  Executive and
                    all other holders of Units,  if any, shall be deemed to have
                    rejected any substitute value


<PAGE>


                    incentive  bonus units or options  offered to Executive  and
                    any offer to  assume  the  Units  and to have  delivered  to
                    Employer a notice of conversion of the Units,  in whole,  on
                    such effective date.

               (ix) If, at the time Executive converts any Units with respect to
                    which payment is made in Value Incentive Shares,  such Value
                    Incentive  Shares are not  registered  for resale  under the
                    Securities   Act,  and   Executive  is  entitled  to  demand
                    registration rights under subparagraph 3(f)(v) above, and if
                    on the date on which such Value Incentive Shares may for the
                    first time be sold by Executive without limitation  (whether
                    by means of an effective  registration  for resale under the
                    Securities  Act or  otherwise)  the "fair market value" of a
                    share of  Employer's  common  stock is, with  respect to any
                    such Value Incentive Share, below the lesser of (A) the fair
                    market  value  of such  Value  Incentive  Share  on the date
                    Executive's  notice of election to exercise her registration
                    rights was received by Employer or (B) the fair market value
                    of such Value  Incentive  Share on the date the  certificate
                    representing   ownership  in  registered  form  thereof  was
                    issued,  Employer will promptly compensate  Executive with a
                    bonus  payment  in an  amount of cash or  registered  shares
                    (valued at their fair market  value) equal to the sum of the
                    differences  between  the  fair  market  value of a share of
                    Employer's   common   stock  on  the  date  on  which   such
                    registration  statement is declared effective and the amount
                    determined to be, with respect to each Value Incentive Share
                    described in this subparagraph  3(f)(ix),  the lesser of the
                    amounts described in clauses (A) and (B) above. For purposes
                    of the foregoing,  the term fair market value shall have the
                    same meaning as is ascribed to such term in Schedule A.

          (g)  (i)  Employer  hereby  grants  and,  subject to the  approval  of
               Employer's  shareholders at the Shareholders Meeting described in
               subparagraph 3(g)(ii),  Executive agrees to accept in lieu of the
               Value  Incentive  Bonus,  stock  options to purchase  two hundred
               fifty-five  thousand  (255,000) shares of Employer's common stock
               (the  "Additional  Signing  Options") on the terms and conditions
               described  in the Stock  Option  Agreement  between  Employer and
               Executive  dated as of June 20,  1997, a copy of which is annexed
               hereto as Exhibit C, pursuant to the 1997 Incentive Stock Plan of
               Employer  (the "New Plan") which has been adopted by the Board of
               Directors,  subject to shareholder approval. Subject to obtaining
               such approval,  Employer represents,  warrants and covenants that
               no  fewer  than  two  hundred   fifty-five   thousand   (255,000)
               authorized  but unissued  shares of  Employer's  common stock (or
               shares of common stock held in treasury) will remain reserved and
               available for issuance under such New Plan pursuant to such Stock
               Option  Agreement for so long as the Additional  Signing  Options
               remain outstanding.

               (ii) Employer  agrees to call an annual or special meeting of its
               shareholders  promptly following the execution of this Agreement,
               but in no event to be held later than December 31, 1997,  for the
               purpose  of seeking  such  shareholder  approval  of the New Plan
               and/or  ratification  or approval of the grant of the  Additional
               Signing Options (the  "Shareholders  Meeting").  Executive agrees
               that if the shareholders approve the New Plan or otherwise ratify
               or approve the grant of the Additional  Signing  Options,  all of
               Executive's  rights to the Value  Incentive Bonus shall be deemed
               null and void, ab initio.

               (iii)Employer  agrees  that with  respect to the shares of common
               stock issuable to Executive upon exercise of the Signing  Options
               (the "Additional Option Shares"), Employer will, upon the request
               of Executive following the Shareholders Meeting, promptly seek to
               register the Additional Option Shares under the Securities Act on
               a Form  S-8  (or  the  applicable  successor  Form)  registration
               statement,  and shall  thereafter use its  reasonable  efforts to
               maintain current and in effect such  registration  statement.  In
               connection  with such  registration,  Employer  shall prepare and
               thereafter   maintain   current   and  in  effect,   a  "re-offer
               prospectus"  under such registration  statement,  registering the
               resale  of all of the  Additional  Option  Shares  by  Executive.
               Employer  agrees to use its  reasonable  efforts  to make  timely
               filings of its periodic reports and to take such other actions as
               may be necessary or  appropriate  in order for Employer to remain
               qualified to use such Form S-8 and such  re-offer  prospectus  as
               contemplated by this Agreement. Employer's obligations under this
               paragraph  shall  terminate upon the earliest to occur of (i) the
               eleventh  (11th)  anniversary of the Effective  Date, or (ii) the
               sale of all of the Additional Option Shares by Executive or (iii)
               the date  Executive  receives  an opinion  of counsel  reasonably
               acceptable to counsel for Executive (which may be from counsel to
               Employer)  that all of the  Additional  Option Shares may be sold
               under the provisions of paragraph (k) of Rule 144 notwithstanding
               the fact that a  portion  of the  Additional  Option  Shares  may
               remain unregistered under the Securities Act.



<PAGE>


               (iv) If  Employer  is unable to register  the  Additional  Option
               Shares on Form S-8 or  thereafter  fails or is unable to maintain
               such  registration  statement  in effect or fails or is unable to
               file or thereafter maintain in effect a re-offer prospectus under
               such  registration  statement,  Executive will be entitled to the
               demand  registration  rights described in the Registration Rights
               Agreement  between  Employer and Executive  dated as of March 31,
               1997, a copy of which is annexed hereto as Exhibit B.

               (v) Executive agrees that, during any ninety (90) day period, and
               notwithstanding  the registration under the Securities Act of the
               Additional  Option  Shares,  Executive's  right to sell,  assign,
               hypothecate or otherwise  transfer any interest in the Additional
               Option  Shares  (collectively  referred to herein as  Executive's
               "Transfer Rights"), shall be limited as set forth in subparagraph
               3(e)(iv)   above.   Employer   and   Executive   agree  that  the
               restrictions described in this subparagraph 3(g)(v) shall expire:
               (1) if  Executive's  employment is terminated  other than for the
               reason set forth in subparagraph 4(a)(iv),  upon the later of (x)
               the  termination of Executive's  employment  with Employer or (y)
               March 24, 2001,  or (2) if  Executive's  employment is terminated
               for the  reason  set  forth in  subparagraph  4(a)(iv),  upon the
               termination of Executive's employment with Employer or (3) in the
               event  of a  "Change  In  Control  of  Employer"  as  defined  in
               subparagraph 4(d) of this Agreement. Employer further agrees that
               if Executive,  prior to her  termination of  employment,  has not
               transferred  or sold the  maximum  number  of  Additional  Option
               Shares which she had been entitled to transfer or sell hereunder,
               then, as of the date of termination of her employment, where such
               date is prior to March 24, 2001, all restrictions on transfer and
               sale shall expire as of the date of  termination of employment as
               to the number of Additional  Option Shares which  Executive could
               have previously transferred or sold cumulatively, less the number
               of shares which were previously transferred or sold.

               (vi) (A) In the event of (1) the  dissolution  or  liquidation of
               Employer  or (2) a  merger  or  consolidation  in  which  (x) the
               Employer does not survive as a publicly  owned  corporation  with
               securities   registered  under  the  Exchange  Act  and  (y)  the
               agreements  governing such merger or consolidation do not provide
               for  the  issuance  of  substitute   options  with  substantially
               equivalent terms, as determined by Employer's Board of Directors,
               in lieu of the  Additional  Signing  Options  or for the  express
               assumption  (within the meaning of Section 424(a) of the Code) of
               the  Additional  Signing  Options by the  surviving  corporation,
               Employer's  Board of Directors  shall declare that the Additional
               Signing  Options shall  terminate as of a date to be fixed by the
               Board of Directors (the  "Termination  Date"),  provided that the
               Board of  Directors  shall  cause to be  delivered  not less than
               thirty (30) days before the  Termination  Date written  notice of
               the Termination  Date to Executive and,  provided the New Plan or
               the Additional  Signing Options have theretofore been approved or
               ratified  by   Employer's   shareholders   as   contemplated   by
               subparagraph  3(g)(ii)  above,  Executive  shall  have the right,
               during the period  between the receipt of the written  notice and
               the Termination Date to exercise the Additional  Signing Options,
               in  whole  or in  part,  whether  or not  all or any  part of the
               Additional  Signing  Options would not otherwise be  exercisable;
               provided,   however,  that  unless  Executive  shall  deliver  to
               Employer  written  notice  to the  contrary  at least  three  (3)
               business days prior to the  Termination  Date,  Executive and all
               other holders of the Additional Signing Options, if any, shall be
               deemed to have  delivered to Employer a notice of exercise of the
               Additional  Signing Options,  in whole, on such Termination Date.
               To the  extent  that  the  Additional  Signing  Options  are  not
               exercised in their entirety on or prior to the Termination  Date,
               any and all  Additional  Signing  Options  and  all  rights  then
               remaining hereunder shall terminate as of the Termination Date.

               (B) Provided the New Plan or the Additional  Signing Options have
               been   approved  or  ratified  by  Employer's   shareholders   as
               contemplated  by the provisions of  subparagraph  3(g)(ii) above,
               upon a "Change in Control of Employer",  the  Additional  Signing
               Options,  if not already  exercisable  in  accordance  with their
               terms, shall become immediately exercisable in whole or in part.

               (C) In the event of a "Change in Control of Employer" pursuant to
               which substitute options are offered to Executive in place of the
               Additional  Signing  Options  herein  granted  or  the  surviving
               corporation offers to assume the Additional Signing Options,  the
               Board shall cause to be  delivered  to  Executive,  not less than
               thirty (30) days  before the  effective  date of such  "Change in
               Control of Employer",  written  notice of such  effective date to
               Executive and,  provided the New Plan or the  Additional  Signing
               Options have  theretofore been approved or ratified by Employer's
               shareholders  as  contemplated  by the provisions of subparagraph
               3(g)(ii) above, Executive shall have the right to elect to accept
               such substitute  options or assumption of the Additional  Signing
               Options or to exercise the


<PAGE>


               Additional  Signing  Options  in whole or in part,  prior to such
               effective  date  (and  such  notice  shall so  state);  provided,
               however,  that unless Executive shall deliver to Employer written
               notice to the contrary at least three (3) business  days prior to
               such  effective  date,  Executive  and all other  holders  of the
               Additional  Signing  Options,  if any,  shall be  deemed  to have
               rejected any  substitute  options  offered to  Executive  and any
               offer  to  assume  the  Additional  Signing  Options  and to have
               delivered  to  Employer a notice of  exercise  of the  Additional
               Signing Options, in whole, on such effective date.

               (vii)If,  at the time Executive  purchases any Additional  Option
               Shares  upon  exercise  of  Additional   Signing  Options,   such
               Additional  Option Shares are not registered for resale under the
               Securities Act, and Executive is entitled to demand  registration
               rights under  subparagraph  3(g)(iv) above, and if on the date on
               which  such  Additional  Option  Shares may for the first time be
               sold by  Executive  without  limitation  (whether  by means of an
               effective  registration  for resale under the  Securities  Act or
               otherwise)  the  "fair  market  value"  of a share of  Employer's
               common  stock is,  with  respect  to any such  Additional  Option
               Share,  below  the  lesser of (A) the fair  market  value of such
               Additional  Option  Share  on  the  date  Executive's  notice  of
               election  to exercise  her  registration  rights was  received by
               Employer or (B) the fair market value of such  Additional  Option
               Share on the  date  the  certificate  representing  ownership  in
               registered  form  thereof  was  issued,  Employer  will  promptly
               compensate Executive with a bonus payment in an amount of cash or
               registered  shares  (valued at their fair market  value) equal to
               the sum of the  differences  between the fair  market  value of a
               share of  Employer's  common  stock  on the  date on  which  such
               registration  statement  is  declared  effective  and the  amount
               determined  to be, with respect to each  Additional  Option Share
               described  in this  subparagraph  3(g)(vii),  the  lesser  of the
               amounts  described in clauses (A) and (B) above.  For purposes of
               the  foregoing,  the term fair  market  value shall have the same
               meaning as is ascribed to such term in Schedule A annexed hereto.

          2.   Paragraph  4(f) of the Agreement is hereby  amended to provide in
               its entirety as follows:

               (f) Unless Executive gives Employer written notice not later than
               five (5) business days prior to the effective date of a Change in
               Control of Employer that she wishes to remain  employed  pursuant
               to this Agreement following such effective date,  Executive shall
               be deemed to have served her written  notice of  Resignation  For
               Cause pursuant to  subparagraph  4(c)(iv) hereof on the effective
               date of such "Change in Control of  Employer".  Such  resignation
               shall  terminate  Executive's  obligations  under this  Agreement
               effective   immediately  following  such  Change  in  Control  of
               Employer,  and Executive shall be entitled to the same amounts as
               would be payable if Employer had terminated Executive pursuant to
               subparagraph  4(b)  hereof,  except  (i)  that  for  purposes  of
               calculating  such  amounts,  the  remainder  of the  term of this
               Agreement shall be deemed to be two (2) years,  regardless of the
               actual length of the then remaining term of this  Agreement,  and
               (ii) payment of cash shall be  accelerated  to the effective date
               of such Change in Control of  Employer.  Executive  shall also be
               entitled to any benefits accrued under this Agreement through the
               date of such Change in Control of  Employer or accruing  pursuant
               thereto,   including  without   limitation  any  amounts  payable
               pursuant  to  Paragraph  3(c)  hereof or any rights  under any of
               Paragraphs 3(e), 3(f) or 3(g) hereof, payable as of the effective
               date of such Change in Control of Employer.

          3.   Paragraph  4(g) of the Agreement is hereby  amended to provide in
               its entirety as follows:

          (g)  Immediately  upon the  occurrence  of a  "Change  in  Control  of
               Employer",   all  restrictions  imposed  by  this  Agreement  and
               Exhibits (excluding those restrictions  otherwise imposed by law)
               on the transfer and sale of Value Incentive  Shares,  the Signing
               Option Shares or the  Additional  Option  Shares,  as applicable,
               shall cease to apply.

          4.   Schedule A and  Exhibits A, B and C to the  Agreement  are hereby
               amended  and  restated  to  conform  to the  provisions  of  this
               Amendment and, as so amended and restated, are annexed hereto.

          5.   Subject to the Amendments  effected  hereby,  the Agreement shall
               remain in full force and effect.


<PAGE>


          6.   This  Amendment  may be executed in  counterparts,  each of which
               shall be  deemed an  original,  but all of which  together  shall
               constitute one and the same instrument.

IN WITNESS  WHEREOF,  the parties  hereto have executed this Amendment as of the
date first above written.

Attest:                                LANCIT MEDIA ENTERTAINMENT, LTD.



/s/ MARC L. BAILIN                    By:  /s/  LAURENCE A. LANCIT
Secretary                                  Laurence A. Lancit



                                           /s/ SUSAN L. SOLOMON
                                           Susan Solomon




<PAGE>

                                                                      Schedule A

                CALCULATION AND PAYMENT OF VALUE INCENTIVE BONUS

          1.   Measurement in Units.  Units shall be used solely as a device for
               the  measurement  and  determination  of the amount to be paid to
               SUSAN L. SOLOMON  ("Executive")  as her "Value  Incentive  Bonus"
               under the employment  agreement to which this Schedule is annexed
               (as amended by Amendment No. 1, dated as of June 20, 1997, and as
               the  same  may  be  further   amended,   modified  or   otherwise
               supplemented from time to time, the "Employment Agreement").  The
               right to receive an amount  equal to the  appreciation  in market
               value of one (1) share of the common  stock,  par value $.001 per
               share (the "Common Stock"), of LANCIT MEDIA  ENTERTAINMENT,  LTD.
               (the "Employer"),  is referred to herein as a "Unit". All amounts
               at any time  attributable  to the Units  shall be and  remain the
               sole property of the Employer and  Executive's  rights  hereunder
               are limited to the right to receive  cash and/or  Common Stock as
               further provided below. The Value Incentive Bonus is and shall be
               an employee benefit plan of the Employer.

          2.   Election to Receive Value Incentive Bonus. Executive may elect to
               receive  all or a portion  of her Value  Incentive  Bonus at such
               time or times as she may desire by electing to convert Units into
               compensation  as provided in this Schedule.  No such election may
               be  made,  however,   prior  to  the  earlier  to  occur  of  the
               Shareholders  Meeting  (as defined in  Paragraph  3(g)(ii) of the
               Employment  Agreement) or December 31, 1997,  except as otherwise
               provided in the Employment Agreement. From and after the date the
               Units become  convertible under the Employment  Agreement,  Units
               may be  converted  in whole  or from  time to time in part at any
               time before their  expiration by giving advance written notice of
               Executive's  election to convert Units into  compensation  to the
               Chief Financial  Officer of the Employer in the form of Exhibit I
               annexed  to this  Schedule  A (an  "Election  Notice")  prior  to
               midnight,  New York City time, on March 31, 2007 (the "Expiration
               Date"),  specifying  the number of Units  (not to exceed,  in the
               aggregate, 255,000) being converted.

          3.   Determination  of Value.  Upon  Executive's  conversion of all or
               part of the Units,  Executive  shall be  entitled  to receive the
               economic value of the Units being converted. For each such Units,
               that economic value shall be equal to the excess of (i) the "fair
               market  value" of one share of Common  Stock on the date that the
               Election  Notice is received by the  Employer's  Chief  Financial
               Officer (the "Election  Date") over (ii) $3.15625 (the "Measuring
               Value");  subject, however, to adjustment pursuant to paragraph 6
               of this  Schedule  A.  The  total  economic  value  of all  Units
               converted by Executive pursuant to an individual  Election Notice
               shall be the  economic  value of each Unit as  determined  in the
               preceding  sentence  multiplied by the number of Units converted.
               For the purposes of this Schedule A, the term "fair market value"
               as of any date of a share of Common  Stock  means the  average of
               the closing bid and ask  quotation for a share of Common Stock as
               reported on the principal national  securities  exchange on which
               such  shares are listed  or, if not so  listed,  on the  National
               Association  of  Securities  Dealers,  Inc.  Automated  Quotation
               System on the  relevant  date or, if no such  shares were sold on
               such date, on the next  preceding  date on which such shares were
               sold or, if no sales shall have occurred  within 10 business date
               preceding  such  relevant  date,  fair  market  value shall be as
               reasonably  determined  by the Board of Directors of the Employer
               in good faith.

          4.   Payment and/or  Issuance of Share  Certificates.  Full payment of
               the aggregate  economic value of all Units converted by Executive
               pursuant to an individual  Election Notice (the "Total  Payment")
               shall be made by the  Employer,  either  in cash or in  shares of
               Common Stock or any combination  thereof, as the Employer's Board
               of Directors may determine in its sole discretion.  If all or any
               part of the Total Payment due in connection  with any  conversion
               of Units hereunder is paid in shares of Common Stock  ("Shares"),
               the number of Shares that shall be issued will be  determined  by
               dividing  the Total  Payment  (of the part  thereof to be paid in
               Shares) by the fair  market  value of a share of Common  Stock on
               the  Election  Date;  provided,  however,  that  Executive  shall
               receive  cash in lieu of any  fraction of a share of Common Stock
               issuable  hereunder.  Certificates  for  Shares,  if any,  issued
               hereunder  shall  be  delivered  to  Executive,  subject  to  the
               provisions  of  Paragraph 6 hereof,  as  promptly as  practicable
               thereafter.  Employer  may  place an  appropriate  legend  on any
               certificates representing ownership of


<PAGE>


               Shares to assure  compliance with the restrictions on Executive's
               right to sell Shares contained in the Employment Agreement.

          5.   Expiration. Executive's right to elect to convert the Units shall
               expire  and become  null and void in  accordance  with  Paragraph
               3(f)(vii) of the Employment Agreement, if applicable.

          6.   Recapitalization.  If the outstanding  shares of the Common Stock
               of  the  Employer  are   subdivided,   consolidated,   increased,
               decreased,  changed into or exchanged  for a different  number or
               kind  of   shares  or   securities   of  the   Employer   through
               reorganization,   merger,   recapitalization,   reclassification,
               capital  adjustment or otherwise,  or if the Employer shall issue
               Common Stock as a dividend or upon a stock split, then the number
               of Units  convertible  by Executive  and/or the  Measuring  Value
               shall  be  proportionately   adjusted.   Adjustments  under  this
               Paragraph  shall  be made by the  Employer's  independent  public
               accountants.

          7.   Wage, FICA and Withholding  Taxes.  Executive  hereby agrees that
               there shall be deducted from the payment of the economic value of
               any Units converted  hereunder the amount  necessary to discharge
               any Federal, state or local taxes (including any wage withholding
               or stock transfer  taxes) imposed upon the Employer in respect of
               the Units or any payment upon conversion of the Units.

          8.   Captions.  The  captions or headings  of the  paragraphs  of this
               Schedule A are inserted only as a matter of  convenience,  and in
               no way define,  limit or in any other way  describe  the scope of
               this Schedule A or the intent of any provisions hereof.




<PAGE>

                                    EXHIBIT I
                          to Calculation and Payment of
                        Value Incentive Bonus Schedule A



                                 ELECTION NOTICE



To:      LANCIT MEDIA ENTERTAINMENT, LTD.
         601 West 50th Street
         New York, New York 10019
         Attention:  Chief Financial Officer

     I hereby  elect to convert  ______ Units in  accordance  with the terms and
conditions  described in the  Calculation  and Payment of Value  Incentive Bonus
Schedule to  Employment  Agreement,  as amended by Amendment  No. 1, dated as of
June 20, 1997, to which this Election Notice is attached as Exhibit I.

     All share  certificates that may be issued pursuant to this Election Notice
are to be issued and delivered as follows:
================================================
================================================



Date:______________                 Signature: _________________________________





<PAGE>

                                                                       Exhibit A

       Non-Qualified Stock Option for 495,000 Shares Dated: June 20, 1997
                                              (the "Date of Grant")


 This Option and the Shares issuable upon exercise of this Option are subject to
 certain restrictions on transfer described in Sections 5 and 6 hereof, and the
          holder of this Option agrees to be bond by such restrictions.

                        LANCIT MEDIA ENTERTAINMENT, LTD.

                             STOCK OPTION AGREEMENT

     KNOW ALL PERSONS BY THESE PRESENTS, that LANCIT MEDIA ENTERTAINMENT,  LTD.,
a New York corporation  (the  "Company"),  acting by its Board of Directors (the
"Board"),  hereby grants to SUSAN L. SOLOMON, residing at 211 Central Park West,
New York,  New York 10024  ("Optionee"),  pursuant to the 1990 Stock Option Plan
(the "Plan"),  in consideration  of services to be rendered to the Company,  the
right and option (the  "Option") to purchase FOUR HUNDRED  NINETY- FIVE THOUSAND
(495,000)  fully-paid and non-assessable  shares (the "Shares") of the Company's
common stock, par value $.001 per share (the "Common  Stock"),  on the following
terms and conditions (as used  throughout,  the term "Optionee" shall refer only
to the  original  grantee  of the  Option,  and  shall  not  include  subsequent
authorized  holders  thereof,  such as  legatees,  personal  representatives  or
distributees  of such grantee or  transferees  thereof  pursuant to a "QDRO" (as
defined in Section 8 below), and the term "Holder" shall refer to any authorized
holder of the Option):

          1.   Time and Manner of Exercise.  Except as hereinafter provided, the
               Option  granted  hereby may not be exercised  prior to October 1,
               1997.  From and after  October 1, 1997 (or such  earlier  date as
               this Option may become exercisable pursuant to Section 8(c)), the
               Option may be  exercised in whole or from time to time in part by
               giving  advance  written  notice  of such  exercise  to the Chief
               Financial Officer of the Company in the form of Exhibit I annexed
               hereto at any time  prior to  midnight,  New York City  time,  on
               March 31, 2007 (the "Expiration Date"),  specifying the number of
               Shares to be  purchased.  In no event shall a fraction of a Share
               be purchased or issued hereunder. Such notice must be accompanied
               by  full  payment  for  the  Shares  to  be  purchased   and  any
               withholding tax due. If the Company does not receive full payment
               for the Shares to be purchased and any withholding tax due within
               a  reasonable  period of time after  notice of exercise  has been
               given by Optionee, the notice of exercise shall be deemed to have
               been  withdrawn  and the  Option  shall  remain in full force and
               effect,   exercisable  in  accordance  with  the  terms  of  this
               Agreement without any change in the number of Shares  purchasable
               upon  exercise of the  Option,  as though such notice of exercise
               had never been issued.

          2.   Exercise Price. The price of the Shares to be purchased  pursuant
               to the Option shall be $3.15625 per share (the "Exercise Price"),
               subject to adjustment pursuant to Section 8 hereof. The aggregate
               purchase  price of the  Shares to be  purchased  pursuant  to any
               exercise  of the  Option  shall be equal  to the  product  of the
               number of  Shares  to be  purchased  multiplied  by the  Exercise
               Price.

          3.   Payment and Issuance of Share  Certificates.  Full payment of the
               aggregate  purchase price for the Shares  purchased by Holder and
               any  withholding  taxes due thereon shall be made to the Company,
               either in cash or by certified check, bank check,  personal check
               (in  which  case the  Company  reserves  the  right  to  withhold
               issuance of such Shares until the funds have  cleared) or by wire
               transfer.  If, and only if, the Shares  issuable upon exercise of
               the  Option may not be  immediately  resold  without  restriction
               under the Securities  Act of 1933, as amended (the "Act"),  prior
               to the date such payment is due,  then Holder may pay the full or
               a partial amount of the purchase  price,  but not any withholding
               taxes due, in shares of Common  Stock of the  Company  (including
               Shares  previously  issued upon exercise of the Option) valued at
               the "fair market value" thereof on the date notice of exercise of
               the Option to purchase  such  Shares is received by the  Company.
               Certificates  for the  Shares  purchased  shall be  delivered  to
               Holder,  subject to the provisions of Section 8 hereof,  promptly
               thereafter.  No Shares shall be issued,  and no certificates  for
               Shares  shall  be  delivered,  to  Optionee  until  full  payment
               therefor and of


<PAGE>


               any  withholding  tax due thereon has been made. For the purposes
               of this  Agreement,  the term "fair market  value" shall have the
               meaning assigned to it in the Plan.

          4.   Expiration.  The Option  shall expire and become null and void at
               the earliest of:

               a.   the Expiration Date;

               b.   expiration  of the  Option  pursuant  to the  provisions  of
                    Section 8 hereof;

               c.   (i) six (6)  months  after  the  termination  of  Optionee's
                    employment pursuant to Optionee's  employment agreement with
                    the  Company  dated as of March  31,  1997  (as  amended  by
                    Amendment No. 1, dated as of June 20, 1997,  and as the same
                    may be further amended,  modified or otherwise  supplemented
                    from  time to  time,  the  "Employment  Agreement")  if such
                    termination  occurs on or prior to March 31, 2001 other than
                    by reason of death or "permanent  disability" (as defined in
                    the Employment Agreement);

                    (ii)  one (1)  year  after  the  termination  of  Optionee's
                    employment  pursuant  to the  Employment  Agreement  if such
                    termination  occurs on or prior to March 31,  2001 by reason
                    of death or "permanent disability";

               d.   one (1) year after the termination of Optionee's  employment
                    pursuant to the  Employment  Agreement  if such  termination
                    occurs for any reason whatsoever after March 31, 2001 and on
                    or prior to March 31, 2002;

               e.   two (2) years after the termination of Optionee's employment
                    pursuant to the  Employment  Agreement  if such  termination
                    occurs for any reason whatsoever after March 31, 2002 and on
                    or prior to March 31, 2003; or

               f.   three  (3)  years  after  the   termination   of  Optionee's
                    employment  pursuant  to the  Employment  Agreement  if such
                    termination occurs for any reason whatsoever after March 31,
                    2003.

In the event  Optionee's  employment is terminated  within four (4) years of the
Effective Date of the Employment Agreement other than "For Cause" (as defined in
the Employment  Agreement) or in the event Optionee  effects a "Resignation  For
Cause" (as defined in the Employment Agreement) then,  notwithstanding any other
provisions of this or any other  agreement  dated of even date herewith or prior
hereto,  the Option shall expire no earlier than the date which is two (2) years
from the Effective Date of the  Employment  Agreement with respect to 50% of the
Shares  purchasable  upon  exercise of the  Option,  the date which is three (3)
years from the Effective  Date of the  Employment  Agreement  with respect to an
additional 25% of the Shares  purchasable  upon exercise of the Option,  and the
date which is four (4) years from the Effective Date of the Employment Agreement
with respect to the remaining 25% of the Shares purchasable upon exercise of the
Option.

          5.   Securities Laws.

               a.   Optionee acknowledges that Optionee has been informed of, or
                    is otherwise  familiar with, the nature and the  limitations
                    imposed  by the  Securities  Act of 1933,  as  amended  (the
                    "Act"), the Securities Exchange Act of 1934, as amended (the
                    "Exchange  Act"),  and the rules and regulations  thereunder
                    (in particular,  Rule 144  promulgated  under the Act ("Rule
                    144") and  Section  16 of the  Exchange  Act and Rule  l6b-3
                    promulgated thereunder) and the securities ("Blue Sky") laws
                    of the state of Optionee's residence,  concerning the Shares
                    issuable  upon exercise of the Option and agrees to be bound
                    by the restrictions embodied in such laws, and the rules and
                    regulations promulgated thereunder.  Unless the Shares to be
                    issued upon the exercise of the Option have been  registered
                    for  resale  in  accordance   with  a  currently   effective
                    registration  statement under the Act (but without prejudice
                    to  any   obligations  of  the  Company  arising  under  the
                    Employment  Agreement or the  Registration  Rights Agreement
                    referred to therein to register the  Shares),  the Board may
                    require,  as a condition  to the  delivery  of  certificates
                    representing  ownership  of the  Shares,  that  the  Company
                    receive appropriate evidence that


<PAGE>


                    Holder is acquiring the Shares for investment and not with a
                    view to the  distribution  or public offering of the Shares,
                    or any interest in the Shares,  and a representation  to the
                    effect that Holder  shall make no sale or other  disposition
                    of the Shares  unless (a) the Company shall have received an
                    opinion of counsel  satisfactory in form and substance to it
                    that  the  sale or  other  disposition  may be made  without
                    registration under the then applicable provisions of the Act
                    and the rules and regulations promulgated thereunder, or (b)
                    the  Shares  shall  be  included  in a  currently  effective
                    registration  statement under the Act. The Company  reserves
                    the right to place a legend on any certificates representing
                    ownership   of  Shares  to  assure   compliance   with  this
                    paragraph.

               b.   The  Company  acknowledges  that  the  Employment  Agreement
                    provides  that the Company has  registered  the Shares under
                    the Act on a Form S-8  registration  statement  and will use
                    reasonable efforts to maintain same in effect. In connection
                    with such  registration,  the Company shall prepare and file
                    and  thereafter  maintain  current  and in effect a "reoffer
                    prospectus"  under such registration  statement  registering
                    the resale of all the Shares by Optionee. The Company agrees
                    to use  reasonable  efforts  to make  timely  filings of its
                    periodic  reports  and to take such other  actions as may be
                    necessary or  appropriate in order for the Company to remain
                    qualified  to use Form S-8 and such  reoffer  prospectus  as
                    herein  contemplated.  The Company's  obligations under this
                    paragraph  shall terminate upon the earliest to occur of (i)
                    the eleventh  (11th)  anniversary  of the Date of Grant,  or
                    (ii) the sale of all of the Shares by Optionee, or (iii) the
                    date Optionee  receives an opinion of counsel  (which may be
                    from  counsel  to  the  Company)  reasonably  acceptable  to
                    counsel for the Optionee  that all of the Shares may be sold
                    under  the   provisions   of  paragraph   (k)  of  Rule  144
                    notwithstanding  the fact that a portion  of the  Shares may
                    remain unregistered under the Act. Optionee is also entitled
                    to the benefit of the Registration Rights Agreement dated as
                    of March 31,  1997  between the  Company  and  Optionee,  in
                    accordance  with its terms  and the terms of the  Employment
                    Agreement.

          6.   Non-Transferability; Death or Disability.

               a.   The  Option  is  granted  in  recognition  of  the  personal
                    services  of  Optionee  and  Optionee   hereby  agrees  that
                    Optionee  will not  directly  or  indirectly  sell,  assign,
                    transfer,  pledge,  hypothecate,  dispose  of,  encumber  or
                    otherwise grant any interest in the Option other than (i) by
                    will or by the  laws of  descent  and  distribution  or (ii)
                    pursuant to a "Qualified  Domestic Relations Order" ("QDRO")
                    as defined in the Internal  Revenue Code of 1986, as amended
                    (the "Code"),  or Title I of the Employee  Retirement Income
                    Security  Act  of  1974,  as  amended.  The  Option  may  be
                    exercised  during the lifetime of Optionee  only by Optionee
                    or by Optionee's  guardian or other legal  representative or
                    by a  transferee  thereof  pursuant to a QDRO (a  "Permitted
                    Transferee").

               b.   Optionee acknowledges that the Employment Agreement contains
                    certain  restrictions on Optionee's right to sell Shares and
                    hereby  agrees  that the  Company  may place an  appropriate
                    legend on any certificates  representing ownership of Shares
                    to assure compliance with such restrictions.

               c.   If  Optionee  shall  die,  the Option  may be  exercised  by
                    Optionee's   executor,    administrator   or   other   legal
                    representative,  or by a  Permitted  Transferee  to whom the
                    Option was lawfully  transferred,  if any, at any time prior
                    to the  expiration  of the  Option  pursuant  to  Section  4
                    hereof.

               d.   If  Optionee's   employment   pursuant  to  the   Employment
                    Agreement is terminated by reason of "permanent  disability"
                    (as defined in the  Employment  Agreement) the Option may be
                    exercised  by  Optionee or by  Optionee's  guardian or legal
                    representative,  or by a  Permitted  Transferee  to whom the
                    Option was lawfully  transferred,  if any, at any time prior
                    to the  expiration  of the  Option  pursuant  to  Section  4
                    hereof.

          7.   Holder Not a Shareholder.  The Option shall not entitle Holder to
               any  dividend,  voting or other  rights as a  shareholder  of the
               Company or to any notice of proceedings of the Company in respect
               of any Shares  issuable  upon  exercise of the Option  unless and
               until the  certificates  representing the Shares have been issued
               to Holder.


<PAGE>



          8.   Recapitalization and Reorganization.

               a.   If the outstanding shares of the Common Stock of the Company
                    are subdivided, consolidated,  increased, decreased, changed
                    into or exchanged  for a different  number or kind of shares
                    or securities of the Company through reorganization, merger,
                    recapitalization,  reclassification,  capital  adjustment or
                    otherwise,  or if the Company  shall issue Common Stock as a
                    dividend or upon a stock split,  then the number and kind of
                    shares then  purchasable upon exercise of the Option and the
                    Exercise Price hereunder shall be proportionately  adjusted.
                    However,  no such adjustment shall change the total purchase
                    price of a complete  exercise of the unexercised  portion of
                    the Option.  Adjustments under this Section shall be made by
                    the Company's  independent public accountants.  In computing
                    any such  adjustments,  any  fractional  share  which  might
                    otherwise  become  subject to the Option shall be eliminated
                    and paid in cash.

               b.   In the event of (i) the  dissolution  or  liquidation of the
                    Company or (ii) a merger or  consolidation  in which (A) the
                    Company  does not  survive as a publicly  owned  corporation
                    with  securities  registered  under the Exchange Act and (B)
                    the agreements governing such merger or consolidation do not
                    provide  for  the  issuance  of   substitute   options  with
                    substantially equivalent terms as determined by the Board in
                    lieu of the Option or for the express assumption (within the
                    meaning of Section  424(a) of the Code) of the Option by the
                    surviving  corporation,  the Board  shall  declare  that the
                    Option shall terminate as of a date to be fixed by the Board
                    (the  "Termination  Date"),  provided  that the Board  shall
                    cause to be delivered  not less than thirty (30) days before
                    the Termination  Date written notice of the Termination Date
                    to Holder and Holder shall have the right, during the Period
                    between  the   receipt  of  the   written   notice  and  the
                    Termination  Date to  exercise  the  Option,  in whole or in
                    part, whether or not all or any part of the Option would not
                    otherwise be  exercisable;  provided,  however,  that unless
                    Optionee shall deliver to the Company  written notice to the
                    contrary  at least  three  (3)  business  days  prior to the
                    Effective  Date,  the  Optionee  and every  Holder  shall be
                    deemed to have delivered to the Company a notice of exercise
                    of the  Option,  in whole,  on the  Effective  Date.  To the
                    extent that the Option is not  exercised  in its entirety on
                    or prior to the Termination Date, the Option and any and all
                    rights then remaining  hereunder  shall expire and terminate
                    as of the Termination Date.

               c.   Upon a "Change in Control of  Employer"  (as  defined in the
                    Employment   Agreement),   the   Option,   if  not   already
                    exercisable  in  accordance  with its  terms,  shall  become
                    immediately exercisable in whole or in part.

               d.   In the event of a "Change in Control of  Employer"  pursuant
                    to which substitute options are offered to Optionee in place
                    of the Option herein  granted or the  surviving  corporation
                    offers to assume the  Option,  the Board  shall  cause to be
                    delivered   not  less  than  thirty  (30)  days  before  the
                    effective  date of such "Change in Control of Employer" (the
                    "Effective  Date")  written  notice of the Effective Date to
                    Optionee  and  Optionee  shall  have  the  right to elect to
                    accept such substitute  options or assumption or to exercise
                    the Option, in whole or in part, prior to the Effective Date
                    (and such notice shall so state);  provided,  however,  that
                    unless  Optionee shall deliver to the Company written notice
                    to the  contrary at least three (3)  business  days prior to
                    the Effective  Date,  the Optionee and every Holder shall be
                    deemed to have rejected any  substitute  options  offered to
                    Optionee  and any offer to  assume  the  Option  and to have
                    delivered to the Company a notice of exercise of the Option,
                    in whole, on the Effective Date.

          9.   Reservation of Shares.  The Company will at all times reserve and
               keep  available  out of its  authorized  shares of Common  Stock,
               solely for  issuance  upon the  exercise  of the Option and other
               similar  options,  at least  such  number of its shares of Common
               Stock as shall be  issuable  upon the  exercise of the Option and
               all other similar options at the time outstanding.

          10.  Subject to Plan.  The Option has been issued  under the Plan.  In
               addition to the provisions of this Agreement,  the Option will be
               subject to the power of the Board to interpret the Plan,  correct
               any defect,  supply any omission and reconcile any  inconsistency
               in the Plan, prescribe,  amend and rescind rules and regulations,
               forms,  notices  and  agreements  relating  to it  and  make  all
               determinations  necessary or advisable for its administration and
               to alter,  suspend or  discontinue  the Plan at any time,  except
               that no such action of the Board may,  without the consent of the
               Holder  alter the terms of, or impair  the  rights of the  Holder
               under this Agreement or the Employment Agreement, except pursuant


<PAGE>


               to  Section  8 above.  The  power of the  Board to  construe  and
               administer  any  options  granted  prior  to the  termination  or
               suspension  of the Plan  shall  nevertheless  continue  after and
               survive such termination or during such suspension.

          11.  No  Employment  Agreement.  Nothing  contained in this  Agreement
               shall  confer  upon  Optionee  the  right to be  continued  as an
               employee or as a director of or as a consultant or advisor to the
               Company or any  subsidiary  or  affiliate of the Company or shall
               interfere  in any  way  with  the  right  of the  Company  or any
               subsidiary  or  affiliate  of the Company  lawfully to  terminate
               Optionee's  employment at any time, and no such termination shall
               in any way affect any of the rights of the  Company  set forth in
               this Agreement.  Nothing herein contained shall in any way affect
               the  rights  of  the  Company  or  Optionee   arising  under  the
               Employment Agreement.

          12.  Wage,  FICA and  Withholding  Taxes.  Holder  hereby  agrees that
               Holder will make such  arrangements as the Company may reasonably
               deem  necessary  to discharge  any Federal,  state or local taxes
               (including any wage  withholding or stock transfer taxes) imposed
               upon the Company in respect of this Agreement, the Option covered
               hereby  or the  Shares  purchasable  hereunder.  Shares of Common
               Stock  may not be used to  discharge  Holder's  tax  obligations.
               Holder may,  however,  discharge  Holder's tax  obligations  with
               respect to any purchase of Shares pursuant to the exercise of the
               Option by (i) agreeing to sell the Shares so purchased within the
               thirty (30) day period immediately following such purchase, which
               period shall be extended by such number of days,  if any,  during
               which such sale  cannot be  affected  by reason of the failure or
               inability  of the Company to register  such Shares  under the Act
               (as so extended,  the "Sale  Period") and (ii)  delivering to the
               Company  Optionee's  promissory  note payable upon the earlier to
               occur of (A) such sale of Shares  and (B) the  expiration  of the
               Sale Period.

          13.  Entire Agreement. This Agreement contains the entire agreement of
               the parties  relative to the subject matter  hereof,  superseding
               and terminating all prior agreements or  understandings,  whether
               oral or  written,  between  the  parties  hereto  relative to the
               subject hereof, and this Agreement may not be extended,  amended,
               modified  or  supplemented  without  the  written  consent of the
               parties hereto.

          14.  Waiver,  Modification,  Amendment.  Except  where  specific  time
               limits are herein provided,  no delay on the part of either party
               hereto in exercising any power or right  hereunder  shall operate
               as a waiver thereof;  nor shall any single or partial exercise of
               any power or right hereunder  preclude other or further  exercise
               thereof or the  exercise of any other power or right.  No waiver,
               modification  or  amendment of this  Agreement  or any  provision
               hereof,  shall be enforceable  against either party hereto unless
               in  writing,  signed  by the  party  against  whom  such  waiver,
               modification  or  amendment  is  claimed,  and with regard to any
               waiver, shall be limited solely to the one event.

          15.  Governing  Law.  This  Agreement  and all  amendments  or charges
               relating  hereto  shall  be  deemed  to have  been  entered  into
               pursuant  to, and shall be governed  by, the laws of the State of
               New York.

          16.  Notices.  Notices  pursuant hereto shall be given in writing,  in
               person (against receipt therefor only if requested) or by retired
               or certified mail, return receipt requested,  and shall be deemed
               delivered  upon delivery in person or four (4) days after deposit
               in the United States mail, postage prepaid, addressed as follows:

                  If to the Company:        LANCIT MEDIA ENTERTAINMENT, LTD.
                                            601 West 50th Street
                                            New York, NY 10019
                                            Attn:    Chief Financial Officer

                  If to Optionee:           SUSAN L. SOLOMON
                                            211 Central Park West
                                            New York, NY 10024

               or to such other  address as either party hereto shall  designate
               to the other party by written  notice  given in  accordance  with
               this Section.


<PAGE>


          17.  Injunctive  Relief.  In addition to any other  rights or remedies
               available to the Company as a result of any breach of  Optionee's
               covenants  under Section 5 hereof,  the Company shall be entitled
               to  enforcement  of such  covenants by seeking an injunction or a
               decree  of  specific   performance  from  a  court  of  competent
               jurisdiction.

          18.  Captions.  The  captions or headings of the Sections are inserted
               only as a matter of convenience,  and in no way define,  limit or
               in any other way  describe  the  scope of this  Agreement  or the
               intent of any provisions hereof.

          19.  Optionee Information and Knowledge.  Holder hereby certifies that
               Holder has read the above  Agreement,  and understands and agrees
               to all of the terms, conditions and statements contained therein,
               accepting  this  Agreement  as of the Date of Grant  first  above
               written.


ATTEST:                  LANCIT MEDIA ENTERTAINMENT, INC.


                                              By:
         [Assistant] Secretary                   Laurence A. Lancit, President


                                                 SUSAN L. SOLOMON




<PAGE>

                                    EXHIBIT I
                      to Stock Option Agreement - Exhibit A

                                 EXERCISE NOTICE

To:      LANCIT MEDIA ENTERTAINMENT LTD. (the "Company")
         601 West 50th Street
         New York, New York 10019
         Attn:    Chief Financial Officer

     I hereby elect to purchase __________ shares of Common Stock ("New Shares")
in accordance  with the terms and  conditions  of the Stock Option  Agreement to
which this  Exercise  Notice is  attached  as Exhibit I (the  "Agreement"),  and
hereby  tender  herewith full payment of the purchase  piece and all  applicable
withholding taxes in the amount of $____________, either in cash or by certified
check, bank check,  personal check (in which case the Company reserves the night
to withhold issuance of such New Shares until the funds have cleared) payable to
the order of LANCIT MEDIA ENTERTAINMENT, LTD., or by wire transfer of funds, or,
but only if I am permitted to do so under the Agreement, and only with regard to
the full or partial amount of the purchase  price,  in negotiable  certificates1
for outstanding shares, of Common Stock of the Company ("Old Shares"), valued at
the "fair  market  value" (as defined in the  Agreement)  thereof as of the date
this Exercise Notice is received by the Company.

     I further  request  that if the stock  certificate(s)  for Old Shares being
tendered herewith (if any) is for more shares of Common Stock than are needed to
pay the  purchase  price,  that a new stock  certificate  for the  extra  shares
represented by the certificate(s)  delivered herewith be issued and delivered to
me.

     All share  certificates  issued  pursuant to this Exercise Notice are to be
issued and delivered as follows:





Date:________________   Signature___________________________________________

          1    To be negotiable,  certificates  must be endorsed to LANCIT MEDIA
               ENTERTAINMENT,  LTD., or in blank,  or be  accompanied by a stock
               power so endorsed.

          2    The signature on this notice must  correspond  with Holder's name
               as  written  on the face of the  Agreement  in every  particular,
               without alteration or enlargement or any change whatsoever.



<PAGE>

                                                                       Exhibit B

                          REGISTRATION RIGHTS AGREEMENT

     THIS  AGREEMENT,  dated as of March 31, 1997 (as amended and restated as of
June 20, 1997, the "Agreement"), between LANCIT MEDIA ENTERTAINMENT, LTD., a New
York  corporation  (the  "Company"),   and  SUSAN  L.  SOLOMON,   an  individual
("Executive").

                               W I T N E S S E T H

     WHEREAS,  the  Company  and  Executive  have  entered  into  an  employment
agreement  dated March 31, 1997 (as amended by Amendment No. 1, dated as of June
20, 1997, and as the same may be further amended, modified, or supplemented from
time to time, the "Employment Agreement"),  pursuant to which Executive has been
awarded stock options under the Company's 1990 Stock Option Plan (the "1990 Plan
Options"), stock options under the Company's 1997 Incentive Stock Plan, which is
subject to  shareholder  approval  (the "1997 Plan  Options"),  and an incentive
value bonus ("IVB")  pursuant to which the  Executive  may receive,  in the sole
discretion  of the  Company,  either cash or shares of common  stock,  par value
$.001 per share (the  "Common  Stock"),  of the Company in  satisfaction  of the
obligations of the Company with respect to the IVB; and

     WHEREAS,  the Company has agreed to register such shares of Company  Common
Stock as may be issued to  Executive  upon her exercise of the 1990 Plan Options
or the 1997  Plan  Options  or in  satisfaction  of the IVB ("New  Shares"),  in
accordance with the terms and conditions hereof;

     NOW, THEREFORE, the parties hereto agree as follows:

          1.   Certain  Definitions.  Unless  otherwise  defined  herein  or the
               context  otherwise  requires,  all capitalized terms used in this
               Agreement  shall have the meanings  ascribed to such terms in the
               Employment Agreement.

          2.   Registration Rights.

               a.   Although the Company is under no existing  obligation  under
                    the  Securities  Act of 1933,  as amended  (the  "Securities
                    Act") or any other domestic or foreign law applicable to the
                    sale  or   transfer   of   securities   (collectively,   the
                    "Securities  Laws")  to  file a  registration  statement  or
                    otherwise  resister  any New  Shares  for any  purpose,  the
                    Company agrees that if, and only if, the Company (i) has not
                    registered the New Shares issuable pursuant to the 1997 Plan
                    Options  or the IVB  under  the  Securities  Act on Form S-8
                    within the one hundred  seventy  (170) day period  following
                    the date of this Agreement,  or (ii) thereafter  fails or is
                    unable  to  maintain  such  registration  statement  or  the
                    registration  statement  covering  the 1990 Plan  Options in
                    effect,  as  contemplated  by the Employment  Agreement,  or
                    (iii) fails or is unable to file or  thereafter  maintain in
                    effect  a  reoffer   prospectus   under  such   registration
                    statements,  as  contemplated  in the Employment  Agreement,
                    then unless any such failure or inability is the consequence
                    of a  failure  on  Executive's  part to  cooperate  with the
                    Company  in  a  reasonable  manner,   such  as  (by  way  of
                    illustration  and not by way of  limitation)  by  failing to
                    provide  information or undertakings  reasonably required to
                    prepare  and file a  reoffer  prospectus,  upon the  written
                    request of Executive  with respect to all (but not less than
                    all) of the New Shares  which  shall have  theretofore  been
                    issued to  Executive  and which  are not then  covered  by a
                    currently  effective   registration  statement  and  reoffer
                    prospectus, the Company will, subject to the limitations set
                    forth below, use reasonable efforts to cause such New Shares
                    (herein  referred to as the  "Securities")  to be registered
                    under the  Securities Act for the purposes of permitting the
                    sale or other disposition by the Executive of all or part of
                    the Securities to be so registered (a "Holder's  Offering");
                    provided,  however,  that under no  circumstances  shall the
                    Company be required  to effect more than three (3)  Holder's
                    Offerings  under  this  Agreement  per  calendar  year;  and
                    provided,  further,  that  neither  the  provisions  of this
                    Agreement nor the  registration  of any Securities  pursuant
                    hereto  shall  waive,   or  release   Executive   from,  any
                    restrictions on the sale, transfer, pledge, hypothecation or
                    other disposition or encumbrance of the New Shares contained
                    in the  Employment  Agreement  or, in any other way,  waive,
                    modify or amend any provision of the Employment Agreement.

               b.   The  provisions of paragraph (a) above  notwithstanding,  if
                    the  Board  of  Directors  of  the  Company  (the   "Board")
                    determines  in good faith  that the filing or  effectiveness
                    of,  or  sales  pursuant  to  any   registration   statement
                    otherwise  required to be prepared,  filed and made and kept
                    effective by it pursuant to this Agreement would  materially
                    impede, delay or interfere with any financing, offer or sale
                    of securities, acquisition, corporate reorganization,  share
                    repurchase, listing or qualification of any of the

<PAGE>



                    Company's securities on any national securities exchange, or
                    other significant  transaction  involving the Company or any
                    of  its   affiliates  or  require   disclosure  of  material
                    information  which  the  Company  has a bona  fide  business
                    purpose for preserving as confidential, the Company shall be
                    entitled to postpone,  for a reasonable  period of time, the
                    filing  or  effectiveness   of,  or  suspend  the  right  of
                    Executive  to make  sales  pursuant  to,  such  registration
                    statement;  provided,  however,  that the  duration  of such
                    postponement  or suspension  may not exceed ninety (90) days
                    after the  cessation  of the  circumstances  upon which such
                    postponement or suspension is based. If the Company shall so
                    postpone  the  filing  or  effectiveness  of a  registration
                    statement  it  shall,   as  promptly  as  possible,   notify
                    Executive to withdraw the request for registration by giving
                    written  notice to the  Company  within  ten (10) days after
                    receipt of such notice.  Any  Holder's  Offering as to which
                    the  withdrawal   election  referred  to  in  the  preceding
                    sentence has been effected shall not be counted for purposes
                    of  determining  whether the Company has effected a Holder's
                    Offering   pursuant  to  paragraph  (a)  above  during  such
                    calendar year.

               c.   The  Company's  obligations  under  Section 3 below shall be
                    subject to the  obligations  of the Executive to furnish all
                    information and materials and to take any and all actions as
                    may  be  required   under   applicable   Federal  and  state
                    securities   laws  and   regulations   requirements  of  the
                    Securities   and   Exchange   Commission   (the   "SEC"   or
                    "Commission")  and to obtain  acceleration  of the effective
                    date of a registration statement.

          3.   Company  Obligations.  If and whenever the Company is required by
               the provisions of Section 2 above to effect the  registration  of
               Securities  under  the  Securities  Act,  the  Company  will  use
               reasonable efforts to:

               a.   Prepare  and  file  with  the   Commission  a   registration
                    statement with respect to such  Securities and to cause such
                    registration statement to become effective and (by preparing
                    and filing with the SEC such amendments to such registration
                    statement  and  supplements  to  the  prospectus,   if  any,
                    contained  therein as may be necessary) to remain  effective
                    during  the  period  required  for the  distribution  of the
                    Securities covered by such registration statement; provided,
                    however,  that  the  Company  may  deregister  any  of  such
                    Securities  which  have not been sold  after the  earlier to
                    occur of (i) the date the  Executive  receives an opinion of
                    counsel  (which may be from counsel to the Company) that all
                    such securities may be sold under the provisions of SEC Rule
                    144(k)  and  (ii)  the  later  to  occur  of (A)  the  third
                    anniversary  of  the  effective  date  of  the  registration
                    statement  and (B) the  ninety-first  (91st)  day  after the
                    expiration  of any  suspension  of the right of Executive to
                    make sales pursuant to such registration  statement, if any,
                    subject, however, to the requirements of Section 2, above;

               b.   Furnish  to the  Executive  in  connection  with a  Holder's
                    Offering   such   reasonable   number   of   copies  of  the
                    registration    statement,    summary   plan    description,
                    preliminary prospectus, final prospectus and other documents
                    as may  reasonably be requested in order to  facilitate  the
                    marketing of such Securities;

               c.   Register or qualify such Securities  under the securities or
                    "blue  sky"  laws of such  jurisdiction  within  the  United
                    States as the Executive  may  reasonably  request;  provided
                    that the Company shall not be required to consent to general
                    service  of process  for all  purposes  in any  jurisdiction
                    where it is not then  qualified  to do business as a foreign
                    corporation;

               d.   Promptly  notify the  Executive,  promptly after the Company
                    shall  receive  notice  thereof,   of  the  time  when  such
                    registration  statement has become effective or a supplement
                    to any  prospectus  forming  a  part  of  such  registration
                    statement has been filed;

               e.   Notify  the  Executive,   during  any  period  during  which
                    Securities  may  be  distributed   pursuant  to  a  Holder's
                    Offering  and a  prospectus  relating  to such  registration
                    statement is required to be delivered  under the  Securities
                    Act, of the  happening of any event as a result of which the
                    prospectus included in such registration  statement, as then
                    in  effect,  if  any,  includes  an  untrue  statement  of a
                    material  fact or omits to state a material fact required to
                    be  stated  therein  or  necessary  to make  the  statements
                    therein,  in light of the circumstances  then existing,  not
                    misleading,  and at the request of the Executive prepare and
                    furnish to the Executive a reasonable  number of copies of a
                    supplement  to or an amendment of such  prospectus as may be
                    necessary so that, as thereafter delivered to the purchasers
                    of such  Securities,  such  prospectus  shall not include an
                    untrue  statement  of a  material  fact or  omit to  state a
                    material fact required to be stated


<PAGE>


                    therein or  necessary  to make the  statements  therein,  in
                    light of the circumstances then existing, not misleading;

               f.   In the  case of an  underwritten  offering,  enter  into and
                    perform its obligations under an underwriting agreement with
                    the  managing  underwriter  of such  offering,  in usual and
                    customary form,  including,  without  limitation,  customary
                    indemnification  and  contribution  obligations,  and in the
                    case   of  any   non-underwritten   offering,   provide   to
                    broker-dealers   participating   in  any   distribution   of
                    Securities reasonable indemnification  substantially similar
                    to that provided by Section 6 hereof  whenever  requested to
                    do so;

               g.   Promptly  notify  the  Executive  (or,  in the  event  of an
                    underwritten  offering,  the managing  underwriters)  of the
                    issuance by the SEC of any stop order or other suspension of
                    effectiveness of the registration statement,  and make every
                    reasonable  effort to  obtain  the  withdrawal  of any order
                    suspending the  effectiveness of the registration  statement
                    at the earliest possible time;

               h.   Permit counsel for the Executive to review the  registration
                    statement and all amendments and  supplements  thereto for a
                    reasonable  period of time  prior to their  filing  with the
                    SEC,  and not to file any  document  in a form to which such
                    counsel reasonably objects;

               i.   Make generally  available to its security holders as soon as
                    practical, but not later than 90 days after the close of the
                    period  covered  thereby,  an  earnings  statement  (in form
                    complying   with  the  provisions  of  Rule  158  under  the
                    Securities Act) covering a twelve-month period beginning not
                    later  than the first day of the  Company's  fiscal  quarter
                    next  following  the  effective  date  of  the  registration
                    statement;

               j.   Make  available  for   inspection  by  the  Executive,   any
                    underwriter participating in any disposition pursuant to the
                    registration  statement,  and any attorney,  accountant,  or
                    other  agent   retained  by  the   Executive   or  any  such
                    underwriter (collectively,  the "Inspectors"), all pertinent
                    financial and other records,  pertinent  corporate documents
                    and  properties  of the  Company,  as  shall  be  reasonably
                    necessary  to enable  each  Inspector  to  exercise  its due
                    diligence responsibility,  and cause the Company's officers,
                    directors and employees to supply all information reasonably
                    required  by any  such  Inspector  in  connection  with  the
                    registration statement;

               k.   Use   reasonable   efforts  either  to  (i)  cause  all  the
                    Securities  covered  by  the  registration  statement  to be
                    listed  on  a  national  exchange  and  on  each  additional
                    national  securities  exchange on which  similar  securities
                    issued  by the  Company  are  then  listed,  if any,  if the
                    listing of such Securities is then permitted under the rules
                    of such  exchange  or  (ii)  secure  designation  of all the
                    Securities covered by the registration statement as a Nasdaq
                    "National Market Security" within the meaning of Rule 11a2-1
                    of the SEC and the quotation of the Securities on the Nasdaq
                    National Market System;

               l.   Provide  a  transfer  agent  and  registrar,  which may be a
                    single  entity,  for  the  Securities  not  later  than  the
                    effective date of the registration statement;

               m.   Cooperate with the Executive and the managing underwriter or
                    underwriters,  if any, in a reasonable  manner to facilitate
                    the timely  preparation  and delivery of  certificates  (not
                    bearing any restrictive legends) representing  Securities to
                    be sold  pursuant to the  registration  statement and enable
                    such certificates to be in such denominations or amounts, as
                    the  case  may  be,  and  registered  in such  names  as the
                    managing  underwriter  or  underwriters,   if  any,  or  the
                    Executive may reasonably request; and

               n.   Take all other reasonable  actions necessary and appropriate
                    for  the  Company  to  take  to  expedite   and   facilitate
                    disposition by the Executive of the  Securities  pursuant to
                    the registration statement.

          4.   Executive's  Obligations.  The  Executive's  right  to  have  the
               Securities  included in a registration  statement pursuant to the
               provisions  of Section 2 above shall be subject to the  following
               further conditions:



<PAGE>


               a.   The Executive shall have furnished to the Company in writing
                    such  information,  agreements  and documents  regarding the
                    Executive and any distribution of New Shares proposed by her
                    as the Company, the managing  underwriter(s) of any proposed
                    issuance of  securities  by or on behalf of the Company,  if
                    any, and its counsel may reasonably request; and

               b.   The  Executive  shall have  executed  and  delivered  to the
                    Company  such  written  undertakings  as the Company and its
                    counsel  may  reasonably  require  in order to  assure  full
                    compliance with Applicable  provisions of the Securities Act
                    and the  Securities  Exchange  Act of 1934,  as amended (the
                    "Exchange  Act"),  which may  include,  without  limitation,
                    undertakings  not to buy any securities of the same class as
                    the  Securities or to solicit such purchases by others until
                    Executive's  distribution  of  Securities  is completed  and
                    otherwise to comply with the SEC's anti-manipulation  rules,
                    and to inform any exchange upon which the  Company's  Common
                    Stock  may be  traded  and the  managing  underwriter(s)  or
                    broker(s)  participating in Executive's  distribution of New
                    Shares of the substance,  of the foregoing  undertakings and
                    of the  restrictions  on  Executive's  right to sell  Shares
                    contained in the Employment Agreement.

          5.   Fees and Costs.

               a.   All fees and costs relating to each Holder's  Offering shall
                    be borne by the  Company,  except that the  Executive  shall
                    bear all brokerage and  underwriting  fees,  commissions and
                    discounts  attributable  to the New Shares  offered for sale
                    for the account of the Executive.

               b.   The  fees  and  costs  of  registration  to be  borne by the
                    Company  as   provided   above,   shall   include,   without
                    limitation, all registration, filing and NASD fees, printing
                    expenses,  fees and disbursements of counsel and accountants
                    for the  Company,  legal  fees and  disbursements  and other
                    expenses of  complying  with the state  securities  or "blue
                    sky" laws of the  jurisdiction in which the Securities to be
                    offered are to be registered or qualified,  and premiums and
                    other  costs  of  policies  of  insurance,  if any,  against
                    liability arising out of such public offering.

          6.   Indemnification and Contribution.

               a.   In connection with any Holder's Offering,  the Company will,
                    to the extent permitted by law,  indemnify and hold harmless
                    the  Executive  from and  against,  and will  reimburse  the
                    Executive  with  respect  to, any and all  losses,  damages,
                    costs and expenses the Executive may suffer, insofar as such
                    losses, damages, costs or expenses arise out of or are based
                    upon any untrue or alleged untrue  statement of any material
                    fact  contained  in any  such  registration  statement,  any
                    prospectus  contained therein or any amendment or supplement
                    thereto,  or arise out of or are based upon the  omission or
                    alleged  omission to state  therein a material fact required
                    to be stated  therein or  necessary  to make the  statements
                    therein, in light of the circumstances under which they were
                    made, not  misleading and shall  reimburse the Executive for
                    any  legal or any  other  expenses  reasonably  incurred  in
                    connection  with  investigating  or defending any such loss,
                    damage, cost or expense; provided, however, that the Company
                    will not be liable in any such case to the  extent  that any
                    such loss, damage, cost or expense arises out of or is based
                    upon an untrue  statement  or alleged  untrue  statement  of
                    material  fact or  omission  or alleged  omission to state a
                    material fact made in conformity with information  furnished
                    to the Company by the Executive. Such indemnity shall remain
                    in full force and  effect  regardless  of any  investigation
                    made by or on behalf of the  Executive and shall survive the
                    transfer of such securities by such Executive.

               b.   Promptly  after  receipt by an  indemnified  party under the
                    provisions of this Section of notice of the  commencement of
                    any action  involving  the subject  matter of the  foregoing
                    indemnity provisions such indemnified party will, if a claim
                    thereof  is  to  be  made  against  the  indemnifying  party
                    pursuant  to the  provisions  of this  Section,  notify  the
                    indemnifying  party  of the  commencement  thereof,  but the
                    failure  of any  indemnified  party to provide  such  notice
                    shall not relieve the indemnifying  party of its obligations
                    under  this   Section  6  except  to  the  extent  that  the
                    indemnifying  party is materially  prejudiced  thereby,  and
                    shall not relieve the indemnifying  party from any liability
                    which it may have to any  indemnified  party  otherwise than
                    under this Section 6. In case such action is brought against
                    any indemnified party and it notifies the indemnifying party
                    of the commencement  thereof,  the indemnifying  party shall
                    have the right to participate in, and, to the extent that it
                    may  wish,   jointly  with  any  other   indemnifying  party
                    similarly  notified,  to assume  the  defense  thereof  with
                    counsel  reasonably  satisfactory to such indemnified party,
                    and if, but only if,  such  counsel  will not be required to
                    represent  parties  with actual  differing  interests,  and,
                    after   notice   from   the   indemnifying   party  to  such
                    indemnifying  party of its election so to assume the defense
                    thereof,  the indemnifying  party will not be liable to such
                    indemnified party for any legal or other expense


<PAGE>


                    subsequently   incurred   by  such   indemnified   party  in
                    connection  with the defense  thereof other than  reasonable
                    costs  of   investigation;   provided,   however,   than  an
                    indemnified  party  shall  have the right to retain  its own
                    counsel,  with  the  fees  and  expenses  to be  paid by the
                    indemnifying party, if, in the reasonable opinion of counsel
                    for   the   indemnified   party,   representation   of  such
                    indemnified party by the counsel retained by the indemnified
                    party  would be  inappropriate  due to actual  or  potential
                    differing,  interests between such indemnified party and any
                    other party represented by such counsel in such proceedings.
                    No  indemnifying  party  shall be liable  to an  indemnified
                    party for any  settlement  or  compromise  of any  action or
                    claim to which the indemnifying party has not consented. The
                    indemnification  required by this Section 6 shall be made by
                    periodic payments of the amount thereof during the course of
                    the investigation or defense, as such expense,  loss, damage
                    or liability is incurred and is due and payable.

               c.   In order to provide for just and equitable  contribution  in
                    circumstances in which the  indemnification  provided for in
                    this  Section  is for any  reason  held to be  unenforceable
                    although  applicable in accordance with its terms,  then the
                    Company agrees to make the maximum contribution with respect
                    to any amounts for which it would  otherwise be liable under
                    this Section 6 to the fullest  extent  permitted by law, and
                    the Executive shall be liable for  contribution  only to the
                    extent  that any  costs,  expenses  or  judgments  described
                    herein (after deducting any  contribution,  if any, received
                    by the Company from persons other than the Executive who may
                    also be liable for  contribution)  are determined by a court
                    (or the parties to any  settlement) to have arisen out of or
                    to have  been  based  upon  any  untrue  or  alleged  untrue
                    statement of any material fact  contained in a  registration
                    statement, any prospectus contained therein or any amendment
                    or supplement thereto, or upon the omission to state therein
                    a material fact  required to be stated  therein or necessary
                    to  make   the   statements   therein,   in   light  of  the
                    circumstances  under which they were made,  not  misleading,
                    made  in  reliance  upon  and  in  conformity  with  written
                    information  furnished  to  the  Company  by  the  Executive
                    specifically stating that it is for use in such registration
                    statement,  prospectus,  amendment or supplement or document
                    incorporated   by  reference  into  any  of  the  foregoing.
                    Notwithstanding   the   foregoing,   the  liability  of  the
                    Executive  shall be limited to the aggregate  offering price
                    of the Securities sold by Executive under such  registration
                    statement pursuant to Section 2 hereof.

               d.   The  Company  and the  Executive  agree that it would not be
                    just and equitable if contribution pursuant to paragraph (c)
                    above were determined by pro rata allocation or by any other
                    method  of  allocation   inconsistent   with  the  equitable
                    considerations  referred  to in  the  immediately  preceding
                    paragraph.  The amount  paid or  payable  by an  indemnified
                    party  as  a  result  of  the   losses,   claims,   damages,
                    liabilities,  or  judgments  referred to in the  immediately
                    preceding paragraphs shall be deemed to include,  subject to
                    the limitations set forth above, any legal or other expenses
                    reasonably  incurred by such indemnified party in connection
                    with investigating or defending any such action or claim. No
                    person  guilty of fraudulent  misrepresentation  (within the
                    meanings of Section  11(f) of the  Securities  Act) shall be
                    entitled to contribution  from any person who was not guilty
                    of such fraudulent misrepresentation.

          7.   Termination.  This Agreement and the rights granted under Section
               2 hereof  shall  terminate  on the  earliest  to occur of (i) the
               eleventh  (11th)  anniversary of the date hereof or (ii) the sale
               of all of the New Shares by the Executive,  or (iii) the date the
               Executive  receives  an  opinion  of  counsel  (which may be from
               counsel to the Company) reasonably  acceptable to counsel for the
               Executive  that  all of the  New  Shares  may be sold  under  the
               provisions  of SEC Rule  144(k)  notwithstanding  the fact that a
               portion  of the New  Shares  may  remain  unregistered  under the
               Securities Act; provide,  however, that the Company may elect, in
               its sole  discretion,  to include any remaining  unregistered New
               Shares in one or more subsequently filed registration  statements
               registering  securities  of  the  Company  upon  such  terms  and
               conditions  upon which the Company and the  Executive  shall then
               mutually agree.

          8.   Miscellaneous.

               a.   Notices.  All  notices  under  this  Agreement  shall  be in
                    writing and shall be effective  (i) upon  personal  delivery
                    against receipt therefor,  or (ii) if sent by mail three (3)
                    business  days after  deposit in the United  States,  Postal
                    Service,   first-class,   postage  prepaid,   registered  or
                    certified,  return  receipt  requested.  All  notices  given
                    hereunder shall be addressed:

                    (i)  in  the  case  of  the   Company   to:
                              Lancit Media Entertainment,  Ltd.
                              601 West 50th Street
                               New York, NY 10019
                              Attn: Chief Financial Officer

<PAGE>




                         with a copy to:
                              Rubin, Bailin,  Ortoli,  Mayer, Baker & Fry, LLP
                                 405 Park Avenue
                               New York, NY 10022
                             Attn: Marc Bailin, Esq.

                           or

                  (ii)  in the case of Executive, to:
                                Susan L. Solomon
                              211 Central Park West
                               New York, NY 10024

                        with a copy to:
                                Robert M. Schorr
                              KLS Professional Advisors Group, Inc.
                              641 Lexington Avenue
                               New York, NY 10022

                    or to such  other  address  or to such  other  person as the
                    Company or Executive shall have last designated by notice to
                    the other parties hereto.

               b.   Integration and  Modification.  This Agreement  contains the
                    entire  agreement  among the parties  hereto with respect to
                    the  transactions  contemplated  hereby  and  there  are  no
                    agreements,  warranties or representations which are not set
                    forth  herein.  All  prior   negotiations,   agreements  and
                    understandings are superseded hereby. This Agreement may not
                    be modified or amended  except by an  instrument in writing,
                    signed by or on behalf of the parties hereto.

               c.   Governing  Law.  This  Agreement  shall be  governed  by and
                    construed  and enforced in  accordance  with the laws of the
                    State of New York,  without  giving effect to the principles
                    of conflicts of laws thereof.

               d.   Binding  Effect;  Successor's  Undertakings.  This Agreement
                    shall be binding  upon the  parties and inure to the benefit
                    of the successors,  legal representatives and assigns of the
                    parties  hereto.  Neither this Agreement nor all or any part
                    of the  rights  granted  hereunder  may be  assigned  by the
                    Executive  without the prior written consent of the Company,
                    except  to a  "permitted  transferee"  (as  defined  in  the
                    agreements  covering the 1990 Plan Options and the 1997 Plan
                    Options or the IVB, as applicable);  provided, however, that
                    no  assignment  shall  require  the  Company to effect  more
                    Holder's  Offerings than are permitted pursuant to Section 2
                    above during the term of this  Agreement  regardless  of the
                    number of persons to whom the  Executive  may have  assigned
                    part  of  her  rights  hereunder  following  receipt  of the
                    Company's   consent   thereto.    Each   successor,    legal
                    representative  and assignee of the  Executive  shall,  as a
                    condition  to the  extension  of  the  rights  of  Executive
                    hereunder to such successor, legal representative or assign,
                    execute  a  written  undertaking,   in  form  and  substance
                    satisfactory to the Company and its counsel,  to observe and
                    perform  all of the  obligations  of  Executive  under  this
                    Agreement and in all other respects to be bound hereby.

               e.   Counterparts.  This Agreement may be executed simultaneously
                    in any number of counterparts, each of which shall be deemed
                    an original but all of which together  shall  constitute one
                    and the same instrument.

               f.   Headings.   The  Section  and  Paragraph  headings  in  this
                    Agreement are for  convenience  of reference  only and shall
                    not be deemed to alter or affect any provision hereof.



<PAGE>


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

                                 LANCIT MEDIA ENTERTAINMENT, LTD.


                     By:
                          Laurence A. Lancit, President



                         Susan L. Solomon




<PAGE>

                                                                       Exhibit C

Non-Qualified Stock Option for 255,000 Shares      Dated:   June 20, 1997
                                                   (the "Date of Grant")


 This Option and the Shares issuable upon exercise of this Option are subject to
 certain restrictions on transfer described in Sections 5 and 6 hereof, and the
          holder of this Option agrees to be bond by such restrictions.

                        LANCIT MEDIA ENTERTAINMENT, LTD.

                             STOCK OPTION AGREEMENT

     KNOW ALL PERSONS BY THESE PRESENTS, that LANCIT MEDIA ENTERTAINMENT,  LTD.,
a New York corporation  (the  "Company"),  acting by its Board of Directors (the
"Board"),  hereby grants to SUSAN L. SOLOMON, residing at 211 Central Park West,
New York, New York 10024 ("Optionee"),  pursuant to the Company's 1997 Incentive
Stock Plan (the  "Plan"),  in  consideration  of  services to be rendered to the
Company,  the right and option (the "Option") to purchase TWO HUNDRED FIFTY-FIVE
THOUSAND (255,000)  fully-paid and  non-assessable  shares (the "Shares") of the
Company's common stock,  par value $.001 per share (the "Common Stock"),  on the
following terms and conditions (as used  throughout,  the term "Optionee"  shall
refer  only to the  original  grantee  of the  Option,  and  shall  not  include
subsequent   authorized   holders   thereof,   such   as   legatees,    personal
representatives  or  distributees  of such grantee,  and the term "Holder" shall
refer to any authorized holder of the Option):

          1.   Time and Manner of Exercise. The Option herein granted is subject
               to approval or  ratification  by the  Company's  shareholders  in
               compliance  with Section 505 of the Business  Corporation  Law of
               the State of New York on or prior to December 31,  1997,  and may
               not be exercised  unless such approval or  ratification  has been
               obtained  on or  prior  to  such  date.  The  Option  may  not be
               exercised  prior  to  October  1,  1997,  except  as  hereinafter
               provided.  From and after the later to occur of  October  1, 1997
               (or such  earlier  date as this  Option  may  become  exercisable
               pursuant  to Section  8(c)) and the  receipt of such  shareholder
               approval or ratification, the Option may be exercised in whole or
               from time to time in part by  giving  advance  written  notice of
               such  exercise to the Chief  Financial  Officer of the Company in
               the  form of  Exhibit  I  annexed  hereto  at any  time  prior to
               midnight,  New York City time,  on March 31, 2007 or such earlier
               date as may be specified under Section 4 hereof (the  "Expiration
               Date"),  specifying  the number of Shares to be purchased.  In no
               event  shall  a  fraction  of a  Share  be  purchased  or  issued
               hereunder.  Such notice must be  accompanied  by full payment for
               the Shares to be purchased  and any  withholding  tax due. If the
               Company  does not  receive  full  payment  for the  Shares  to be
               purchased and any withholding tax due within a reasonable  period
               of time after notice of exercise has been given by Optionee,  the
               notice of exercise shall be deemed to have been withdrawn and the
               Option  shall  remain in full force and  effect,  exercisable  in
               accordance with the terms of this Agreement without any change in
               the number of Shares  purchasable upon exercise of the Option, as
               though such notice of exercise had never been issued.

          2.   Exercise Price. The price of the Shares to be purchased  pursuant
               to the Option shall be $3.15625 per share (the "Exercise Price"),
               subject to adjustment pursuant to Section 8 hereof. The aggregate
               purchase  price of the  Shares to be  purchased  pursuant  to any
               exercise  of the  Option  shall be equal  to the  product  of the
               number of  Shares  to be  purchased  multiplied  by the  Exercise
               Price.

          3.   Payment and Issuance of Share  Certificates.  Full payment of the
               aggregate  purchase price for the Shares  purchased by Holder and
               any  withholding  taxes due thereon shall be made to the Company,
               either in cash or by certified check, bank check,  personal check
               (in  which  case the  Company  reserves  the  right  to  withhold
               issuance of such Shares until the funds have  cleared) or by wire
               transfer.  If, and only if, the Shares  issuable upon exercise of
               the  Option may not be  immediately  resold  without  restriction
               under the Securities  Act of 1933, as amended (the "Act"),  prior
               to the date such payment is due,  then Holder may pay the full or
               a partial amount of the purchase  price,  but not any withholding
               taxes due in shares of  Common  Stock of the  Company  (including
               Shares  previously  issued upon exercise of the Option) valued at
               the "fair market value" thereof on the date notice of exercise of
               the Option to purchase  such  Shares is received by the  Company.
               Certificates  for the  Shares  purchased  shall be  delivered  to
               Holder,  subject to the provisions of Section 8 hereof,  promptly
               thereafter.  No Shares shall be issued,  and no certificates  for
               Shares  shall  be  delivered,  to  Optionee  until  full  payment
               therefor and of


<PAGE>


               any  withholding  tax due thereon has been made. For the purposes
               of this  Agreement,  the term "fair market  value" shall have the
               meaning assigned to it in the Plan.

          4.   Expiration.  The Option  shall expire and become null and void at
               the earliest of:

               a.   the  adjournment  of the  first  meeting  of  the  Company's
                    shareholders  to be held after the date first above  written
                    unless  the  Option  is   approved   or   ratified   by  the
                    shareholders at such meeting;

               b.   January  1,  1998 (or  such  later  date as may be  mutually
                    agreed in writing by the Company and  Optionee),  unless the
                    Option or the Plan is ratified or approved by the  Company's
                    shareholders at a meeting held prior to such date;

               c.   March 31, 2007;

               d.   expiration  of the  Option  pursuant  to the  provisions  of
                    Section 8 hereof;

               e.   (i) six (6)  months  after  the  termination  of  Optionee's
                    employment pursuant to Optionee's  employment agreement with
                    the  Company  dated as of March  31,  1997  (as  amended  by
                    Amendment No. 1, dated as of June 20, 1997,  and as the same
                    may be further amended,  modified or otherwise  supplemented
                    from  time to  time,  the  "Employment  Agreement")  if such
                    termination  occurs on or prior to March 31, 2001 other than
                    by reason of death or "permanent  disability" (as defined in
                    the Employment Agreement);

                    (ii)  one (1)  year  after  the  termination  of  Optionee's
                    employment  pursuant  to the  Employment  Agreement  if such
                    termination  occurs on or prior to March 31,  2001 by reason
                    of death or "permanent disability";

               f.   one (1) year after the termination of Optionee's  employment
                    pursuant to the  Employment  Agreement  if such  termination
                    occurs for any reason whatsoever after March 31, 2001 and on
                    or prior to March 31, 2002;

               g.   two (2) years after the termination of Optionee's employment
                    pursuant to the  Employment  Agreement  if such  termination
                    occurs for any reason whatsoever after March 31, 2002 and on
                    or prior to March 31, 2003; or

               h.   three  (3)  years  after  the   termination   of  Optionee's
                    employment  pursuant  to the  Employment  Agreement  if such
                    termination occurs for any reason whatsoever after March 31,
                    2003.

               In the event Optionee's  employment is terminated within four (4)
               years of the Effective  Date of the  Employment  Agreement  other
               than "For Cause" (as defined in the  Employment  Agreement) or in
               the event Optionee  effects a "Resignation For Cause" (as defined
               in the  Employment  Agreement)  then,  notwithstanding  any other
               provisions  of this or any  other  agreement  dated of even  date
               herewith or prior hereto, the Option shall expire no earlier than
               the date  which is two (2) years from the  Effective  Date of the
               Employment   Agreement   with   respect  to  50%  of  the  Shares
               purchasable upon exercise of the Option,  the date which is three
               (3) years from the  Effective  Date of the  Employment  Agreement
               with respect to an additional 25% of the Shares  purchasable upon
               exercise of the Option, and the date which is four (4) years from
               the Effective  Date of the  Employment  Agreement with respect to
               the remaining 25% of the Shares  purchasable upon exercise of the
               Option.

          5.   Securities Laws.

               a.   Optionee acknowledges that Optionee has been informed of, or
                    is otherwise  familiar with, the nature and the  limitations
                    imposed  by the  Securities  Act of 1933,  as  amended  (the
                    "Act"), the Securities Exchange Act of 1934, as amended (the
                    "Exchange  Act"),  and the rules and regulations  thereunder
                    (in particular,  Rule 144  promulgated  under the Act ("Rule
                    144") and  Section  16 of the  Exchange  Act and Rule  l6b-3
                    promulgated thereunder) and the securities ("Blue Sky") laws
                    of the state of Optionee's residence,  concerning the Shares
                    issuable  upon exercise of the Option and agrees to be bound
                    by the restrictions embodied in such laws, and the rules and
                    regulations promulgated thereunder.  Unless the Shares to be
                    issued upon the exercise of the Option have been  registered
                    for resale in


<PAGE>


                    accordance with a currently effective registration statement
                    under the Act (but without  prejudice to any  obligations of
                    the Company  arising under the  Employment  Agreement or the
                    Registration   Rights  Agreement   referred  to  therein  to
                    register the Shares),  the Board may require, as a condition
                    to the delivery of  certificates  representing  ownership of
                    the Shares,  that the Company receive  appropriate  evidence
                    that Holder is acquiring the Shares for  investment  and not
                    with a view to the  distribution  or public  offering of the
                    Shares, or any interest in the Shares,  and a representation
                    to the  effect  that  Holder  shall  make no  sale or  other
                    disposition  of the Shares unless (a) the Company shall have
                    received  an  opinion of  counsel  satisfactory  in form and
                    substance  to it that the sale or other  disposition  may be
                    made  without   registration   under  the  then   applicable
                    provisions  of  the  Act  and  the  rules  and   regulations
                    promulgated thereunder,  or (b) the Shares shall be included
                    in a currently  effective  registration  statement under the
                    Act. The Company reserves the right to place a legend on any
                    certificates  representing  ownership  of  Shares  to assure
                    compliance with this paragraph.

               b.   The  Company  acknowledges  that  the  Employment  Agreement
                    provides  that the Company  will seek to register the Shares
                    under  the  Act on a Form  S-8  registration  statement  and
                    thereafter  use  reasonable  efforts  to  maintain  same  in
                    effect.  In connection with such  registration,  the Company
                    shall prepare and file and thereafter  maintain  current and
                    in effect a "reoffer  prospectus"  under  such  registration
                    statement  registering  the  resale  of all  the  Shares  by
                    Optionee.  The Company agrees to use  reasonable  efforts to
                    make timely filings of its periodic reports and to take such
                    other  actions as may be necessary or  appropriate  in order
                    for the Company to remain qualified to use Form S-8 and such
                    reoffer  prospectus  as herein  contemplated.  The Company's
                    obligations  under this paragraph  shall  terminate upon the
                    earliest to occur of (i) the eleventh (11th)  anniversary of
                    the Date of Grant,  or (ii) the sale of all of the Shares by
                    Optionee,  or (iii) the date Optionee receives an opinion of
                    counsel   (which  may  be  from   counsel  to  the  Company)
                    reasonably  acceptable  to counsel for the Optionee that all
                    of the Shares may be sold under the  provisions of paragraph
                    (k) of Rule 144  notwithstanding  the fact that a portion of
                    the Shares may remain  unregistered  under the Act. Optionee
                    is also entitled to the benefit of the  Registration  Rights
                    Agreement  dated as of March 31, 1997  between  Optionee and
                    the Company,  in accordance  with its terms and the terms of
                    the Employment Agreement.

          6.   Non-Transferability; Death or Disability.

               a.   The  Option  is  granted  in  recognition  of  the  personal
                    services  of  Optionee  and  Optionee   hereby  agrees  that
                    Optionee  will not  directly  or  indirectly  sell,  assign,
                    transfer,  pledge,  hypothecate,  dispose  of,  encumber  or
                    otherwise  grant any  interest  in the Option  other than by
                    will or by the laws of descent and distribution.  The Option
                    may be  exercised  during the  lifetime of Optionee  only by
                    Optionee   or  by   Optionee's   guardian   or  other  legal
                    representative (a "Permitted Transferee").

               b.   Optionee acknowledges that the Employment Agreement contains
                    certain  restrictions on Optionee's right to sell Shares and
                    hereby  agrees  that the  Company  may place an  appropriate
                    legend on any certificates  representing ownership of Shares
                    to assure compliance with such restrictions.

               c.   If  Optionee  shall  die,  the Option  may be  exercised  by
                    Optionee's   executor,    administrator   or   other   legal
                    representative,  or by a  Permitted  Transferee  to whom the
                    Option was lawfully  transferred,  if any, at any time prior
                    to the  expiration  of the  Option  pursuant  to  Section  4
                    hereof.

               d.   If  Optionee's   employment   pursuant  to  the   Employment
                    Agreement is terminated by reason of "permanent  disability"
                    (as defined in the  Employment  Agreement) the Option may be
                    exercised  by  Optionee or by  Optionee's  guardian or legal
                    representative,  or by a  Permitted  Transferee  to whom the
                    Option was lawfully  transferred,  if any, at any time prior
                    to the  expiration  of the  Option  pursuant  to  Section  4
                    hereof.

          7.   Holder Not a Shareholder.  The Option shall not entitle Holder to
               any  dividend,  voting or other  rights as a  shareholder  of the
               Company or to any notice of proceedings of the Company in respect
               of any Shares  issuable  upon  exercise of the Option  unless and
               until the  certificates  representing the Shares have been issued
               to Holder.



<PAGE>


          8.   Recapitalization and Reorganization.

               a.   If the outstanding shares of the Common Stock of the Company
                    are subdivided, consolidated,  increased, decreased, changed
                    into or exchanged  for a different  number or kind of shares
                    or securities of the Company through reorganization, merger,
                    recapitalization,  reclassification,  capital  adjustment or
                    otherwise,  or if the Company  shall issue Common Stock as a
                    dividend or upon a stock split,  then the number and kind of
                    shares then  purchasable upon exercise of the Option and the
                    Exercise Price hereunder shall be proportionately  adjusted.
                    However,  no such adjustment shall change the total purchase
                    price of a complete  exercise of the unexercised  portion of
                    the Option.  Adjustments under this Section shall be made by
                    the Company's  independent public accountants.  In computing
                    any such  adjustments,  any  fractional  share  which  might
                    otherwise  become  subject to the Option shall be eliminated
                    and paid in cash.

               b.   In the event of (i) the  dissolution  or  liquidation of the
                    Company or (ii) a merger or  consolidation  in which (A) the
                    Company  does not  survive as a publicly  owned  corporation
                    with  securities  registered  under the Exchange Act and (B)
                    the agreements governing such merger or consolidation do not
                    provide  for  the  issuance  of   substitute   options  with
                    substantially equivalent terms as determined by the Board in
                    lieu of the Option or for the express assumption (within the
                    meaning of Section  424(a) of the Code) of the Option by the
                    surviving  corporation,  the Board  shall  declare  that the
                    Option shall terminate as of a date to be fixed by the Board
                    (the  "Termination  Date"),  provided  that the Board  shall
                    cause to be delivered  not less than thirty (30) days before
                    the Termination  Date written notice of the Termination Date
                    to Holder  and,  provided  the Option has  theretofore  been
                    approved  or  ratified  by  the  Company's  shareholders  as
                    contemplated  by the  provisions of Section 1 above,  Holder
                    shall have the right,  during the Period between the receipt
                    of the written notice and the  Termination  Date to exercise
                    the Option,  in whole or in part,  whether or not all or any
                    part of the  Option  would  not  otherwise  be  exercisable;
                    provided, however, that unless Optionee shall deliver to the
                    Company  written  notice to the  contrary at least three (3)
                    business days prior to the Effective  Date, the Optionee and
                    every  Holder  shall  be  deemed  to have  delivered  to the
                    Company a notice of exercise of the Option, in whole, on the
                    Effective  Date.  To  the  extent  that  the  Option  is not
                    exercised  in its  entirety  on or prior to the  Termination
                    Date,  the  Option  and any and all  rights  then  remaining
                    hereunder  shall expire and terminate as of the  Termination
                    Date.

               c.   Provided  the  Option  or the  Plan  has  been  approved  or
                    ratified by the Company's  shareholders  as  contemplated by
                    the provisions of Section 1 above, upon a "Change in Control
                    of  Employer",  the Option,  if not already  exercisable  in
                    accordance   with  its  terms,   shall  become   immediately
                    exercisable in whole or in part.

               d.   In the event of a "Change in Control of  Employer"  pursuant
                    to which substitute options are offered to Optionee in place
                    of the Option herein  granted or the  surviving  corporation
                    offers to assume the  Option,  the Board  shall  cause to be
                    delivered   not  less  than  thirty  (30)  days  before  the
                    effective  date of such "Change in Control of Employer" (the
                    "Effective  Date")  written  notice of the Effective Date to
                    Optionee  and  provided  the  Option  has  theretofore  been
                    approved  or  ratified  by  the  Company's  shareholders  as
                    contemplated by the provisions of Section 1 above,  Optionee
                    shall  have the  right to elect to  accept  such  substitute
                    options or assumption or to exercise the Option, in whole or
                    in part,  prior to the Effective Date (and such notice shall
                    so state);  provided,  however,  that unless  Optionee shall
                    deliver to the  Company  written  notice to the  contrary at
                    least three (3) business days prior to the  Effective  Date,
                    the  Optionee  and  every  Holder  shall be  deemed  to have
                    rejected any substitute  options offered to Optionee and any
                    offer to assume  the  Option  and to have  delivered  to the
                    Company a notice of exercise of the Option, in whole, on the
                    Effective Date.

          9.   Reservation of Shares.  The Company will at all times reserve and
               keep  available  out of its  authorized  shares of Common  Stock,
               solely for  issuance  upon the  exercise  of the Option and other
               similar  options,  at least  such  number of its shares of Common
               Stock as shall be  issuable  upon the  exercise of the Option and
               all other similar options at the time outstanding.

          10.  Subject to Plan.  The Option has been issued  under the Plan.  In
               addition to the provisions of this Agreement,  the Option will be
               subject to the power of the Board or the  Committee,  as the case
               may be, to  interpret  the Plan,  correct any defect,  supply any
               omission and reconcile any inconsistency in the Plan,  prescribe,
               amend and  rescind  rules and  regulations,  forms,  notices  and
               agreements  relating to it and make all determinations  necessary
               or  advisable  for its  administration  and to alter,  suspend or
               discontinue  the Plan at any time,  except that no such action of
               the Board or the Committee,  as the case may be, may, without the
               consent of the Holder alter the terms of, or impair the


<PAGE>


               rights of the  Holder  under  this  Agreement  or the  Employment
               Agreement,  except pursuant to Section 8 above.  The power of the
               Board  or the  Committee,  as the case may be,  to  construe  and
               administer  any  options  granted  prior  to the  termination  or
               suspension  of the Plan  shall  nevertheless  continue  after and
               survive such termination or during such suspension.

          11.  No  Employment  Agreement.  Nothing  contained in this  Agreement
               shall  confer  upon  Optionee  the  right to be  continued  as an
               employee or as a director of or as a consultant or advisor to the
               Company or any  subsidiary  or  affiliate of the Company or shall
               interfere  in any  way  with  the  right  of the  Company  or any
               subsidiary  or  affiliate  of the Company  lawfully to  terminate
               Optionee's  employment at any time, and no such termination shall
               in any way affect any of the rights of the  Company  set forth in
               this Agreement.  Nothing herein contained shall in any way affect
               the  rights  of  the  Company  or  Optionee   arising  under  the
               Employment Agreement.

          12.  Wage,  FICA and  Withholding  Taxes.  Holder  hereby  agrees that
               Holder will make such  arrangements as the Company may reasonably
               deem  necessary  to discharge  any Federal,  state or local taxes
               (including any wage  withholding or stock transfer taxes) imposed
               upon the Company in respect of this Agreement, the Option covered
               hereby  or the  Shares  purchasable  hereunder.  Shares of Common
               Stock  may not be used to  discharge  Holder's  tax  obligations.
               Holder may,  however,  discharge  Holder's tax  obligations  with
               respect to any purchase of Shares pursuant to the exercise of the
               Option by (i) agreeing to sell the Shares so purchased within the
               thirty (30) day period immediately following such purchase, which
               period shall be extended by such number of days,  if any,  during
               which such sale  cannot be  affected  by reason of the failure or
               inability  of the Company to register  such Shares  under the Act
               (as so extended,  the "Sale  Period") and (ii)  delivering to the
               Company  Optionee's  promissory  note payable upon the earlier to
               occur of (A) such sale of Shares  and (B) the  expiration  of the
               Sale Period.

          13.  Entire Agreement. This Agreement contains the entire agreement of
               the parties  relative to the subject matter  hereof,  superseding
               and terminating all prior agreements or  understandings,  whether
               oral or  written,  between  the  parties  hereto  relative to the
               subject hereof, and this Agreement may not be extended,  amended,
               modified  or  supplemented  without  the  written  consent of the
               parties hereto.

          14.  Waiver,  Modification,  Amendment.  Except  where  specific  time
               limits are herein provided,  no delay on the part of either party
               hereto in exercising any power or right  hereunder  shall operate
               as a waiver thereof;  nor shall any single or partial exercise of
               any power or right hereunder  preclude other or further  exercise
               thereof or the  exercise of any other power or right.  No waiver,
               modification  or  amendment of this  Agreement  or any  provision
               hereof,  shall be enforceable  against either party hereto unless
               in  writing,  signed  by the  party  against  whom  such  waiver,
               modification  or  amendment  is  claimed,  and with regard to any
               waiver, shall be limited solely to the one event.

          15.  Governing  Law.  This  Agreement  and all  amendments  or charges
               relating  hereto  shall  be  deemed  to have  been  entered  into
               pursuant  to, and shall be governed  by, the laws of the State of
               New York.

          16.  Notices.  Notices  pursuant hereto shall be given in writing,  in
               person (against receipt therefor only if requested) or by retired
               or certified mail, return receipt requested,  and shall be deemed
               delivered  upon delivery in person or four (4) days after deposit
               in the United States mail, postage prepaid, addressed as follows:

            If to the Company:                 LANCIT MEDIA ENTERTAINMENT, LTD.
                                               601 West 50th Street
                                               New York, NY 10019
                                               Attn:    Chief Financial Officer

            If to Optionee:                    SUSAN L. SOLOMON
                                               211 Central Park West
                                               New York, NY 10024

               or to such other  address as either party hereto shall  designate
               to the other party by written  notice  given in  accordance  with
               this Section.

          17.  Injunctive  Relief.  In addition to any other  rights or remedies
               available to the Company as a result of any breach of  Optionee's
               covenants under Section 5 hereof, the Company shall be


<PAGE>


               entitled  to   enforcement   of  such  covenants  by  seeking  an
               injunction  or a decree of specific  performance  from a court of
               competent jurisdiction.

          18.  Captions.  The  captions or headings of the Sections are inserted
               only as a matter of convenience,  and in no way define,  limit or
               in any other way  describe  the  scope of this  Agreement  or the
               intent of any provisions hereof.

          19.  Optionee Information and Knowledge.  Holder hereby certifies that
               Holder has read the above  Agreement,  and understands and agrees
               to all of the terms, conditions and statements contained therein,
               accepting  this  Agreement  as of the Date of Grant  first  above
               written.


ATTEST: LANCIT MEDIA ENTERTAINMENT, INC.



______________________________________      By: ______________________________
[Assistant] Secretary                           Laurence A. Lancit, President


                                                ------------------------------
                                                SUSAN L. SOLOMON

<PAGE>



                                    EXHIBIT I
                      to Stock Option Agreement - Exhibit C

                                 EXERCISE NOTICE

To:      LANCIT MEDIA ENTERTAINMENT LTD. (the "Company")
         601 West 50th Street
         New York, New York 10019
         Attn:    Chief Financial Officer

     I hereby elect to purchase __________ shares of Common Stock ("New Shares")
in accordance  with the terms and  conditions  of the Stock Option  Agreement to
which this  Exercise  Notice is  attached  as Exhibit I (the  "Agreement"),  and
hereby  tender  herewith full payment of the purchase  piece and all  applicable
withholding taxes in the amount of $____________, either in cash or by certified
check, bank check,  personal check (in which case the Company reserves the night
to withhold issuance of such New Shares until the funds have cleared) payable to
the order of LANCIT MEDIA ENTERTAINMENT, LTD., or by wire transfer of funds, or,
but only if I am permitted to do so under the Agreement, and only with regard to
the full or partial amount of the purchase  price,  in negotiable  certificates1
for outstanding shares, of Common Stock of the Company ("Old Shares"), valued at
the "fair  market  value" (as defined in the  Agreement)  thereof as of the date
this Exercise Notice is received by the Company.

     I further  request  that if the stock  certificate(s)  for Old Shares being
tendered herewith (if any) is for more shares of Common Stock than are needed to
pay the  purchase  price,  that a new stock  certificate  for the  extra  shares
represented by the certificate(s)  delivered herewith be issued and delivered to
me.

     All share  certificates  issued  pursuant to this Exercise Notice are to be
issued and delivered as follows:





Date:______________                  Signature________________________________
--------
1 To be negotiable, certificates must be endorsed to LANCIT MEDIA ENTERTAINMENT,
  LTD., or in blank, or be accompanied by a stock power so endorsed.
2 The signature on this notice must  correspond with Holder's name as written on
  the  face  of  the  Agreement  in  every  particular,  without  alteration  or
  enlargement or any change whatsoever.