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                                                                  Exhibit: 10.1D

                              [DAMERT COMPANY LOGO]

                               OPTION TO PURCHASE
                             CORPORATE COMMON STOCK

      THIS AGREEMENT is entered into 29 February 1996, by and between DAMERT
COMPANY, A CALIFORNIA CORPORATION (the "Company"), and LYNNE MCDONALD (the
"Optionee").

      WHEREAS the Company granted Optionee rights to acquire five percent (5%)
of the common stock of the Company on March 9, 1989; and

      WHEREAS said option was to become exercisable on March 3, 1994 or at such
time that the Company was sold or went public; and

      WHEREAS the parties desire to amend and restate the option agreement in
its entirety and hereby do so;

      Now, THEREFORE, THE PARTIES DO AGREE AS FOLLOWS:

      1. OPTION. Subject to the terms of this Agreement, the Company hereby
grants to Optionee the option to purchase fifty-three (53) shares of the common
stock of THE DAMERT COMPANY, A CALIFORNIA CORPORATION. The rights granted
pursuant to this Option Agreement shall expire on March 3, 2024.

      2. PURCHASE PRICE. The purchase price payable for fifty-three (53) shares
of Common Stock shall be one dollar ($1), to be paid by Optionee upon exercise
of this option.

      3. EXERCISE OF OPTION. This Option to purchase shall be exercisable by
Optionee by notice in writing by registered mail to the Company at 1609 Fourth
Street, Berkeley California 94710. Optionee agrees to exercise this option prior
to its termination date only with the consent of the Company, provided Optionee
shall have the right to exercise the option from and after any of the following
events (a "Triggering Event"):

            a.    disposition of (1) 50% or more of the Company's voting stock,
                  whether in one transaction or a series of transactions, by the
                  holder or holders thereof and/or by the Company to any person
                  or persons or (ii) a merger consolidation of the Company with
                  any other corporation or entity pursuant to which the
                  stockholders of the Company hold less than 50% of the voting
                  securities of the surviving corporation or entity; or

            b.    prior to any registered public offering of any Common Stock.

      4. NONASSIGNABILITY OF OPTION. The rights hereunder to acquire common
stock are personal to Optionee and are not assignable. The shares, if and when
issued, shall become subject to a buy-sell agreement, which agreement shall
provide for rights of first refusal in favor of the Company or its controlling
shareholders with respect to the shares issued hereunder. In the event of the
death of the Optionee prior to exercise, the Company shall reacquire the option
rights granted hereunder for an amount equal to five percent (5%) of the Net
Book Value as computed under generally accepted accounting principles.


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      5. CHANGE IN CAPITALIZATION (ANTI-DILUTION CLAUSE). If the outstanding
shares of Common Stock are increased, decreased, or changed into, or exchanged
for a different number or kind of shares or securities of the Company, without
receipt of consideration by the Company, through reorganization, merger,
recapitalization, reclassification, stock split, stock dividend, stock
consolidation, or otherwise, an appropriate and proportionate adjustment shall
be made in the number and kind of shares covered by this option and the exercise
price per share. Any such adjustment, however, shall be made without change in
the total price applicable to the unexercised portion of this option but with a
corresponding adjustment in the price for each share subject to this option.
Adjustments under this section shall be made by the Board or the Committee,
whose determination as to what adjustments shall be made, and, the extent
thereof, shall be final and conclusive. No fractional shares of stock shall be
issued on account of any such adjustment.

      6. CLOSING. Delivery of the Common Stock and payment of the purchase price
shall take place at the office of the Company at 1609 Fourth Street, Berkeley
California 94710, within the first thirty (30) days after receipt by the Company
of the notice of the exercise of the option.

      7. REPRESENTATIONS. The Company represents that the shares are properly
authorized and that all steps will be taken to secure any and all approvals, if
any, which are required to permit issuance under the California securities laws.

      8. BENEFITS. This Agreement shall be binding upon the parties, their
heirs, legal representatives, successors, and assigns.

      IN WITNESS WHEREOF the parties have signed this Agreement on the date
first entered above.

OPTIONOR                                COMPANY

                                        DAMERT COMPANY, A CALIFORNIA CORPORATION

      /s/ Lynne McDonald
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          LYNNE McDONALD
                                        By /s/ Fred DaMert
                                           -------------------------------------
                                           Fred DaMert, President


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