LICENSE AGREEMENT
                                -----------------

         THIS EXCLUSIVE LICENSE AGREEMENT ("AGREEMENT") dated as of December 8,
2000, is by and between GENIUS PRODUCTS, INC., a California Corporation
("LICENSOR"), c/o of its licensing agent Global Icons, LLC ("GLOBAL"), JAKKS
PACIFIC, INC., a Delaware corporation ("LICENSEE").

         WHEREAS, LICENSOR owns or otherwise has the rights to license the
copyrights and trademarks listed in SCHEDULE A (the "PROPERTY"); and

         WHEREAS, LICENSEE is a manufacturer, marketer and distributor of
products which would benefit from use of the Property; and

         WHEREAS, LICENSEE recognizes the value of the goodwill associated with
the Property, and recognizes that the Property and associate goodwill are of
value to LICENSOR; and

         WHEREAS, LICENSOR has appointed GLOBAL as its master licensing agent to
represent LICENSOR in its licensing program and under this Agreement; and

         WHEREAS, LICENSOR desires to grant and LICENSEE desires to acquire a
license to manufacture, distribute and/or sell various products (as specified
below) utilizing the Property under the terms and conditions as set forth below;

         NOW THEREFORE, in consideration of the mutual covenants set forth
herein and for other consideration the sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:

1.       GRANT OF LICENSE; TERM; LIMITATIONS

         (a)      LICENSE. Subject to the terms and conditions of this
                  Agreement, including but not limited to the rights reserved in
                  Paragraph 1(b), 1(c), 1(d) and 1(e), LICENSOR grants to
                  LICENSEE an exclusive, non-transferable right and license to
                  use the Property in the manufacture, distribution and sale of
                  the Licensed Product (as defined in Paragraph 1(c)) in the
                  Territory (as defined in Paragraph 1(d)) and in the Channels
                  of Distribution (as defined in Paragraph 1(d)) (the
                  "LICENSE"). Other than as set forth herein, LICENSEE agrees
                  not to use the Property, directly or indirectly in any
                  Excludable Territory (as defined in Paragraph 1(d)) or on any
                  goods other than the Licensed Products, and agrees not to sell
                  any Licensed Products with the actual knowledge of LICENSEE's
                  senior officers that the purchaser intends to re-sell the
                  Licensed Product in any Excludable Territory. Upon LICENSEE's
                  senior officers' actual knowledge of such intended or actual
                  unauthorized sale, LICENSEE shall immediately advise LICENSOR
                  of all details of such sales and shall immediately cease all
                  sales to such third party.

         (b)      LIMITATIONS ON LICENSE: No license is granted hereunder for
                  the use of the Property for any purpose other than on or in
                  connection with the Licensed Products. No license is granted
                  hereunder for the manufacture, sale or distribution of
                  Licensed Products to be used for the purpose of increasing the
                  sale of another item; promoting or publicizing any product or
                  service; fund-raising or as giveaways; or to motivate a sales
                  force, merchant, consumer, or any other person to perform a
                  specific act. LICENSEE's right to manufacture, sell or
                  distribute any Licensed Products for the purpose of increasing
                  sale of another item; promoting or publicizing any product or
                  service; fund-raising or as giveaways; or to motivate a sales
                  force, merchant, consumer, or any other person to perform a
                  specific act, shall be conditional on obtaining the prior
                  written consent of LICENSOR which shall not be unreasonably
                  withheld. Consent shall be deemed given if LICENSOR fails to
                  respond within 10 days of receiving a request for consent from
                  LICENSEE.



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         (c)      LICENSED PRODUCTS. The "LICENSED PRODUCTS" are defined as
                  delineated and categorized in SCHEDULE 1(C) attached hereto
                  and incorporated herein, manufactured by LICENSEE, approved as
                  to quality by LICENSOR prior to public exposure as provided by
                  Paragraph 5, and that bear the LICENSOR's trademarks on the
                  said products and any labels, in accordance with the
                  provisions of Paragraph 1(f). With respect to any Licensed
                  Product not sold in the United States through a Channel of
                  Distribution on or prior to December 31, 2002, the License to
                  such Licensed Product shall terminate with immediate effect
                  without further action required on the part of LICENSOR.

         (d)      TERRITORY; CHANNELS OF DISTRIBUTION. The License granted in
                  Paragraph 1(a) above is for all countries world-wide (the
                  "Territory"), except for those countries in which LICENSEE has
                  not sold any Licensed Product through a Channel of
                  Distribution by June 30, 2003 (any such country, an
                  "Excludable Territory"), provided however, that if any
                  Excludable Territory is a country other than Australia,
                  Canada, Japan or one in the European Union, LICENSEE shall
                  have a right of first refusal with respect to the grant of a
                  license for any Licensed Product to any new licensee. LICENSEE
                  shall make sales of Licensed Products through the Channels of
                  Distribution defined in Schedule 1(d) attached hereto.

         (e)      OWNERSHIP AND RESERVED RIGHTS. LICENSOR reserves and retains
                  the right, title and interest in the Property, and reserves
                  and retains the right to:

                  (i)      license, design, manufacture, distribute and sell at
                           wholesale, retail or otherwise (1) any products other
                           than the Licensed Products, in the Territory and (2)
                           any Licensed Products in any Excludable Territory, in
                           each case, including home furnishing products that
                           include gift packs containing rack toys usually sold
                           in the juvenile aisle in retail outlets; and

                  (ii)     design and manufacture within the Territory, Licensed
                           Products for distribution and sale in any Excludable
                           Territory.

                  LICENSEE may not use the Property in any manner other than as
                  expressly licensed under this Agreement. LICENSEE shall not
                  claim any right, title or interest in the Property or goodwill
                  associated therewith other than pursuant to the limited
                  license granted in this Agreement and hereby waives any right
                  it otherwise might acquire as a licensee, distributor or
                  holder of a business opportunity.

         (f)      PROPERTY USE AND MARKING. LICENSEE shall use the Property in a
                  manner that does not derogate LICENSOR's rights therein or in
                  any manner detract from or damage the goodwill associated
                  therewith. When the Property is used in text, it shall be
                  distinguished from the surrounding text. When LICENSEE uses
                  the any trademark on Licensed Products, labels, hang tags,
                  packaging, or in advertisements or other promotional material,
                  the trademark shall be designated as such by use of the "TM"
                  notation or the "(R)" symbol, as directed by LICENSOR, as a
                  superscript to the mark. LICENSEE agrees that the trademark
                  will appear on each Licensed Product and its packaging, if
                  any. LICENSEE shall use only those tags, labels and packaging
                  materials which have been previously approved in writing by
                  LICENSOR. On all Licensed Products, LICENSEE shall affix such
                  legends, markings and notices as reasonably required by
                  LICENSOR and the law. LICENSEE shall not cause any Licensed
                  Product to be out of production for a period of more than six
                  (6) consecutive months except with LICENSOR's prior written
                  consent.

         (g)      LICENSE TERM. Subject to earlier termination as otherwise
                  provided in this Agreement, the term of the License hereunder
                  shall commence on the date hereof, and will continue until
                  June 30, 2004 (the "LICENSE TERM").

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         (h)      NO SUBLICENSE OR ASSIGNMENT.

                  (i)      LICENSEE has no right to, and shall not, transfer or
                           assign, or grant any sublicense, concession, right or
                           privilege relating to, the Property or the Licensed
                           Products either directly, indirectly or by operation
                           of law. A change of ownership, as defined in
                           Paragraph 9(c)(1) shall constitute an assignment.

                  (ii)     LICENSEE shall contract for the manufacture of the
                           Licensed Products by a third party only pursuant to a
                           written agreement with such third party approved in
                           writing by LICENSOR.

2.       MANUFACTURING, MARKETING AND PROMOTION

         (a)      MANUFACTURE. LICENSEE agrees that the Licensed Product shall
                  equal or exceed all industry and government standards
                  established in respect of safety and fitness for use. All
                  applicable government standards of the Territory shall be
                  followed, whether federal, state or local. If the Territory is
                  the U.S. or is inclusive of the U.S., such standards shall
                  include, but not be limited to, the Consumer Product Safety
                  Act and all appropriate sections of the Code of Federal
                  Regulations, and to the extent applicable, the Products shall
                  equal or exceed the standards set forth in the Hazardous
                  Substances Act, the Flammable Fabrics Act, the Child Safety
                  Protection Act and the Toy Manufacturers of America Safety
                  Standards as contained in ASTM F963 and comparable industry
                  standards. Prior to commencing shipment of each Licensed
                  Product and on a regular basis thereafter but no less
                  frequently than annually, or as otherwise requested by
                  LICENSOR, LICENSEE agrees to provide to LICENSOR at LICENSEE's
                  expense a certificate of an approved independent testing
                  laboratory certifying that the Products comply with such
                  standards and regulations. Each certificate that is provided
                  must specifically describe the Products that are covered by
                  the certificate, including the manufacturing source of the
                  Products being tested.

         (b)      MARKETING AND PROMOTION. LICENSEE shall use its best efforts
                  to exploit the License throughout the Territory, including but
                  not limited to, selling commercial quantities of a
                  representative sampling of the Licensed Products of the
                  various styles as approved by LICENSOR; offering for sale the
                  Licensed Products so that they may be sold to the consumer on
                  a timely basis; and maintaining a sales force sufficient to
                  provide effective distribution throughout the Territory; and
                  cooperating at LICENSEE's expense with LICENSOR's and any of
                  its other licensees' marketing, merchandising, sales and
                  anti-counterfeiting programs. Failure of LICENSEE to commence
                  marketing the Licensed Products within twelve (12) months of
                  the date of this Agreement shall be a material breach of this
                  Agreement.

         (c)      ADVERTISING AND PROMOTION; APPROVAL. All advertising and
                  promotion of the Licensed Products must be consistent with the
                  high quality, image and standards of LICENSOR and shall be
                  subject to the prior express written approval of LICENSOR. No
                  advertising or promotional material shall refer to LICENSOR's
                  name without LICENSOR's prior written approval.

         (d)      THIRD PARTIES. No manufacturer engaged by LICENSEE may sell or
                  ship Licensed Products to any party except LICENSEE, and
                  LICENSEE shall not contract for the manufacture and/or sale of
                  the Licensed Products by a third party without the prior
                  express written approval of LICENSOR which will not be
                  unreasonably withheld and then only pursuant to a written
                  agreement with such third party approved by LICENSOR, unless
                  LICENSOR expressly waives such requirement. The written
                  agreement shall obligate the third party to the applicable
                  obligations of the LICENSEE under this Agreement such as, for
                  example, the quality standards, protection and use of the
                  Property, Confidential Information, right of inspection of
                  premises, books and records, and prevention of resale of
                  seconds.

         (e)      STYLE GUIDE. LICENSEE, at LICENSOR's request, will contribute
                  to the development and production of the art and materials for
                  a style guide for the Property, to be made available to all
                  other licensees of the Property. LICENSEE acknowledges that
                  LICENSOR has already engaged other parties to develop a style

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                  guide for the Property and that LICENSEE's involvement in
                  developing such guide will be collaborative and in
                  co-operation with such parties. All out-of-pocket expenses
                  incurred by LICENSOR in the development and production thereof
                  will be for the account of LICENSOR and may be recouped by
                  LICENSEE from Royalties otherwise payable hereunder. Any
                  report rendered under Paragraph 4(a) shall set forth in
                  reasonable detail such out-of-pocket expenses.

3.       ROYALTIES.

         (a)      GUARANTEE AND ADVANCE. LICENSEE hereby guarantees Royalties
                  (as defined in Paragraph 3(c)) of not less than $75,000 (the
                  "GUARANTEE"). Upon execution of this Agreement, LICENSEE shall
                  pay a non-refundable sum of $37,500 (the "ADVANCE"), to GLOBAL
                  on behalf of LICENSOR. The Advance shall serve as an advance
                  against the Royalties payable by LICENSEE hereunder. Once
                  Royalties owed to LICENSOR surpass the amount of the Advance,
                  LICENSEE shall make quarterly Royalty payments as set forth
                  herein. The balance of Guarantee, less the Advance, shall be
                  paid in full not later than December 31, 2002. Furthermore, if
                  LICENSEE fails to feature five (5) Licensed Products at the
                  New York Toy Fair within the first year of the Term of this
                  Agreement, LICENSEE shall be required to pay an additional
                  Fifty Thousand Dollars ($50,000) recoupable additional advance
                  fee within thirty (30) days upon the expiration of the first
                  year of the Term of this Agreement.

         (b)      NET SALES. For purposes of calculating any Royalty (as defined
                  in Paragraph 3(c)), "NET SALES" shall mean the full wholesale
                  prices in U.S. dollars of Licensed Products, billed, invoiced
                  or shipped per each calendar quarter, whichever is first to
                  occur, by LICENSEE to its customers within the Territory
                  during the "ROYALTY PERIOD" (defined in Paragraph 3(c)), less
                  actual discounts and defective allowances and less defective
                  merchandise returns actually received by LICENSEE. Returns on
                  account of defective merchandise shall not exceed an aggregate
                  of five percent (5%) of Net Sales. If such returns do exceed
                  the five percent (5%) threshold, it shall be considered a
                  material breach of this Agreement by LICENSEE.

         (c)      PERCENTAGES FOR SALES TO U.S. BASED CUSTOMERS. LICENSEE agrees
                  to pay a royalty to GLOBAL on behalf of LICENSOR at rates
                  equal to the percentages of LICENSEE's Net Sales, as set forth
                  below (the "ROYALTY"), in each calendar quarter within thirty
                  (30) days after the end of each calendar quarter for the sales
                  of the Licensed Products sold during such calendar quarter.
                  For the duration of the License Term. Each such quarterly
                  period is referred to as a "ROYALTY PERIOD":

                  ROYALTY RATE                                 NET SALES
                  ------------                                 ---------
                            7%                     US$0 to US$10,000,000
                            8%            US$10,000,000 to US$15,000,000
                           10%                    US$15,000,000 and over

                  Notwithstanding the foregoing, the above-defined Royalty Rates
                  shall decrease by 2% in the event that a Licensed Product is
                  (i) advertised on television with a minimum of $1,000,000
                  advertising expenditure by LICENSEE and that (ii) such
                  Licensed Product is invented by a third party other than
                  LICENSEE.

         (d)      Percentages for International Sales: LICENSEE agrees to pay
                  the following Royalty Rates based on LICEENSEE's international
                  Net Sales in each Royalty Period:

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                  ROYALTY RATE                                 NET SALES
                  ------------                                 ---------
                          3.5%      $0-$10,000,000 during the  year 2001
                            5%        US$10,000,000 during the year 2001
                            5%         Of Net Sales during the year 2002
                            6%         Of Net Sales during the year 2003

         (e)      TIME OF PAYMENTS OF ROYALTY. Within thirty (30) days after the
                  end of each Royalty Period during the Term, LICENSEE shall pay
                  GLOBAL on behalf of LICENSOR, in U.S. Dollars by check or in
                  any other manner designated by LICENSOR in writing, the
                  Royalty (applicable for the prior Royalty Period) less the
                  non-refundable Advance not otherwise credited.

         (f)      LIQUIDATED DAMAGES, LATE PAYMENTS. LICENSEE acknowledges that
                  late payment of any sums due to LICENSOR will cause LICENSOR
                  to incur costs not contemplated by this Agreement and that the
                  exact amount of such costs are extremely difficult and
                  impractical to fix. If any payment is not received by LICENSOR
                  within ten (10) days of the due date, LICENSEE shall pay to
                  GLOBAL on behalf of LICENSOR a late charge on all overdue
                  payments calculated at an annualized rate of fourteen percent
                  (14%) of such overdue sum. This late charge represents a fair
                  and reasonable estimate of the costs that LICENSOR will incur
                  by reason of late payment by LICENSEE.

         (g)      INDEPENDENT COVENANT. The obligation of LICENSEE to pay
                  royalties is absolute notwithstanding any claim which LICENSEE
                  may assert against LICENSOR, and LICENSEE shall not have the
                  right to set-off, compensate against or make any deduction
                  from Royalties for any reason whatsoever. Notwithstanding the
                  foregoing, LICENSEE may set-off or make deductions from
                  Royalties amounts due LICENSEE with respect to (i)
                  overpayments of Royalties and (ii) out-of-pocket expenses
                  incurred with LICENSOR's prior written consent.

4.       DEPOSITS; BOOKS AND RECORDS

         (a)      REPORT. At the time each Royalty payment is due, LICENSEE
                  agrees to deliver to LICENSOR and GLOBAL a report setting
                  forth: Net Sales and Royalty payable for the Royalty Period
                  covered by the report, as well as any out-of-pocket expenses
                  under Paragraph 2(e) or Advance credited against such Royalty,
                  the form of which first shall be approved by LICENSOR and
                  amended as requested by LICENSOR.

         (b)      SEPARATE BOOKS AND RECORDS. LICENSEE shall maintain separate
                  and appropriate books of account and records sufficient to
                  reconcile the number of units manufactured that are Licensed
                  Products with the number of units sold, separated by the
                  appropriate Channels of Distribution, all in accordance with
                  generally accepted accounting principles.

         (c)      RIGHT TO EXAMINE. LICENSOR and GLOBAL, at all times during and
                  after termination or expiration of this Agreement, shall have
                  the right, through any authorized representative of its
                  choice, on five (5) business days advance notice to LICENSEE,
                  to examine and copy all of LICENSEE's books and records
                  relating to the manufacture and sale of the Licensed Products
                  not more then once during a twelve (12) month period, unless
                  in such period an audit discloses an underpayment of Net Sales
                  or an underpayment of Royalties in either case exceeding four
                  (4%) or $25,000 for the calendar year being audited. LICENSOR
                  and GLOBAL shall have the right to examine the books and
                  records of all companies with common ownership which transact
                  business with LICENSEE. "COMMON OWNERSHIP" shall mean that one
                  or more of the principals, partners or shareholders is a
                  principal, partner or shareholder of LICENSEE. All such
                  examinations shall be at LICENSEE's principal place of
                  business and during normal business hours. LICENSEE shall keep

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                  all books of account and records available for at least three
                  (3) years after the close of each fiscal year to which they
                  relate. LICENSEE shall maintain its books and records
                  available for inspection in the place where they are
                  maintained in the ordinary course of business. If an
                  examination discloses that LICENSEE has understated Net Sales
                  or underpaid any Royalty for any report period, without
                  prejudice to any of LICENSOR's rights, LICENSEE shall pay
                  GLOBAL on behalf of LICENSOR the amount, if any, by which the
                  actual Royalties exceed Royalties paid within ten (10) days of
                  receipt of notice by LICENSOR and GLOBAL to such effect,
                  together with the applicable late charge as provided. Further,
                  if LICENSEE underpays Royalties by more than four (4%) or
                  $U.S. 25,000 (whichever is less) for any calendar year,
                  LICENSEE shall pay all costs, fees and expenses incurred by
                  LICENSOR and GLOBAL in conducting such examination, in
                  addition to any late charges and interest provided fir in this
                  Agreement and reasonable attorneys' fees.

5.       QUALITY STANDARDS

         (a)      STANDARDS. LICENSEE agrees to cause the Licensed Products to
                  be:

                  (i)      of quality, material, workmanship, condition,
                           appearance, and image at least equivalent to the
                           quality, material, workmanship, condition,
                           appearance, and image of other similar products of
                           LICENSOR;

                  (ii)     in accordance with this Agreement and all applicable
                           laws and rules, and within the definition of Licensed
                           Products, and

                  (iii)    in conformity with designs and samples supplied by
                           LICENSEE and approved by LICENSOR as provided in this
                           Paragraph 5.

         (b)      RIGHT TO APPROVE OR REJECT. Subject to the terms hereof,
                  LICENSOR shall have sole and absolute discretion with respect
                  to the approval of all concepts, pre-production prototypes,
                  and production samples of all Licensed Products to be
                  manufactured, marketed, distributed, used or sold by LICENSEE
                  hereunder

                  (i)      LICENSEE shall seek LICENSOR's approval with respect
                           to any concept of a Licensed Product, and LICENSOR
                           shall be deemed to have granted approval unless
                           LICENSOR disapproves of such concept in writing
                           within ten (10) business days of receiving written
                           notice from LICENSEE requesting approval. LICENSEE
                           shall submit to LICENSOR all final designs,
                           specifications and color details of the concept of
                           the Licensed Product as part of the approval process.

                  (ii)     LICENSEE shall seek LICENSOR's approval with respect
                           to any pre-production prototype of a Licensed
                           Product, and LICENSOR shall be deemed to have granted
                           approval unless LICENSOR disapproves of such
                           prototype in writing within ten (10) business days of
                           receiving written notice from LICENSEE requesting
                           approval. LICENSEE agrees to supply LICENSOR with one
                           (1) prototype (including the proposed packaging,
                           advertising, display, labeling, trade dress,
                           merchandising, and all other material of any
                           character whatsoever related thereto) together with a
                           description of the intended use of the material of
                           each Licensed Product for its inspection and
                           approval. LICENSEE shall be responsible for any and
                           all costs of shipping and handling incurred in
                           providing the prototype.

                  (iii)    LICENSEE shall seek LICENSOR's approval with respect
                           to any production sample of a Licensed Product, and
                           LICENSOR shall be deemed to have granted approval
                           unless LICENSOR disapproves of such production sample
                           in writing within five (5) business days of receiving
                           written notice from LICENSEE requesting approval. If
                           LICENSEE disapproves of such sample, LICENSOR shall
                           make changes to the sample prior to commencing
                           production. LICENSEE agrees to supply LICENSOR with
                           ten (10) production samples (including the final

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                           packaging, advertising, display, labeling, trade
                           dress, merchandising, and all other material of any
                           character whatsoever related thereto). LICENSEE shall
                           be responsible for any and all costs of shipping and
                           handling incurred in providing the production
                           samples. LICENSOR and GLOBAL shall have the right to
                           purchase additional production samples for their own
                           personal use at the lowest wholesale price of the
                           Licensed Products at LICENSEE's wholesale cost (less
                           Royalties).

                  (iv)     If a Licensed Product in production fails to conform
                           to the production sample, whether approved or deemed
                           approved, LICENSOR shall immediately cease the
                           production of such non-conforming Licensed Product,
                           and shall immediately make changes to the production
                           model during the manufacturing process to cause the
                           Licensed Product to conform in all respects to the
                           approved production sample.

                  (v)      No approval of any concept, pre-production prototype,
                           production sample or production model shall be deemed
                           or construed as a determination by LICENSOR that any
                           Licensed Product complies with the applicable laws,
                           rules or regulations of any Territory governing any
                           such Licensed Product, including, without limitation,
                           any implied warranties of merchantability or fitness
                           for a particular purpose.

                  (vi)     LICENSEE shall not manufacture, distribute, market,
                           use, give away or sell any concept, pre-production
                           prototype, production sample or production model of
                           any Licensed Product that has been disapproved by
                           LICENSOR or in respect of which the approval process
                           has not been complied with by LICENSEE, or which, in
                           the case of a production model, fails to conform to
                           the approved production sample, and any breach hereof
                           shall be deemed a material breach.

                  (vii)    LICENSEE shall supply LICENSOR and GLOBAL with 24
                           samples of each of the completed Licensed Products,
                           promptly upon completion. LICENSEE shall be
                           responsible for any and all costs of shipping and
                           handling incurred in providing said samples under
                           this Agreement. LICENSOR and/or Global shall have the
                           right to purchase additional samples for their own
                           personal use at the lowest wholesale cost of the
                           Licensed Products.

         (c)      APPROVAL OF FACILITIES. LICENSEE shall provide the addresses
                  of all facilities, including third party manufacturers, at
                  which the Licensed Products are manufactured. LICENSOR and
                  GLOBAL shall have the right to inspect and approve all such
                  facilities of LICENSEE. LICENSEE's agreements with third party
                  manufacturers shall provide for the right of LICENSOR and
                  GLOBAL to inspect such third party's facilities. All
                  inspections shall be during regular business hours upon
                  twenty-four (24) hours notice to LICENSEE or LICENSEE's third
                  party manufacturers. Inspections may include any reasonable
                  actions necessary to assure LICENSOR that the Licensed
                  Products are made and displayed in accordance with this
                  Agreement, including but not limited to laboratory testing.

6.       CONFIDENTIALITY For purposes of this Agreement, "CONFIDENTIAL
         INFORMATION" shall mean all non-public information concerning the
         parties' business and operations, unpublished copyrighted materials,
         release dates, marketing and promotional strategies, information about
         new products, properties and characters, and the terms and conditions
         of this Agreement. Each party agrees to keep all Confidential
         Information of each other's strictly confidential and to use such
         knowledge only to the exercise and performance of its respective rights
         and obligations under this Agreement; except that Licensed Products may
         be displayed and any detail evident from examination of a Licensed
         Product may be disclosed only at and after the line-break applicable to
         that Licensed Product and season. Upon expiration or termination of
         this Agreement, whichever first occurs, LICENSEE shall return all
         designs, patterns, samples and other embodiments of Confidential
         Information not yet disclosed as provided in the preceding sentence.

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7.       INTELLECTUAL PROPERTIES

         (a)      PROPERTY VALUE. LICENSEE acknowledges that the Property has
                  great value and associated goodwill because the public and the
                  industry associate the Property with goods having consistently
                  high quality that are sold primarily by retailers of high
                  repute who sell primarily high quality goods and who maintain
                  high merchandising standards. LICENSEE shall use its
                  commercially reasonable efforts to preserve the value and
                  goodwill of the Property and to cooperate with LICENSOR's
                  efforts to preserve their value and goodwill as contemplated
                  by this Agreement.

         (b)      PROPERTY OWNERSHIP. LICENSEE acknowledges LICENSOR's ownership
                  of the Property, and acknowledges that all use of such
                  Property inures to the exclusive benefit of LICENSOR. LICENSEE
                  shall not at any time either during or after the Term of this
                  Agreement:

                  (i)      claim ownership of or attempt to register the
                           Property;

                  (ii)     do or commit any act which would adversely affect the
                           validity of the Property;

                  (iii)    infringe LICENSOR's rights in the Property;

                  (iv)     use any business name with the Property in it;

                  (v)      seek to cancel the Property rights; or

                  (vi)     engage in any activity which may contest, dispute,
                           dilute or otherwise impair the right, title, interest
                           or goodwill of LICENSOR in the Property. For the
                           purpose of protection of rights in the Property only,
                           all uses of the Property made by or on behalf of the
                           LICENSEE are deemed to have been made by LICENSOR.

         (c)      REGISTRATIONS:

                  (i)      LICENSEE shall cooperate with LICENSOR and GLOBAL in
                           the execution, filing and prosecution of trademark,
                           copyright or patent applications; LICENSEE shall
                           supply LICENSOR and GLOBAL with samples for
                           applications. LICENSEE shall cooperate with LICENSOR
                           and GLOBAL in making and terminating registered user
                           entries. LICENSOR shall pay all costs and fees in
                           connection with filing and prosecution of trademarks,
                           copyrights and patents. These obligations shall
                           survive termination.

                  (ii)     LICENSOR and LICENSEE shall file applications and
                           documents with the appropriate government office, as
                           required by law or as deemed prudent by LICENSOR, at
                           LICENSOR's sole cost.

         (d)      INFRINGEMENTS. LICENSEE shall immediately give notice to
                  LICENSOR and GLOBAL, by telephone and in writing, of any
                  infringement or misuse of any Property by any third party of
                  which LICENSEE's senior officers become aware. LICENSOR shall
                  have the right, but not the requirement, to commence legal
                  action regarding any misuse at its expense. LICENSEE shall
                  cooperate fully and promptly in any infringement action
                  commenced by LICENSOR or GLOBAL as LICENSOR shall require;
                  PROVIDED, HOWEVER, that any and all costs incurred by LICENSEE
                  in connection with such litigation shall be borne by LICENSOR,
                  except nominal or sample costs shall be borne by LICENSEE.

8.       INDEMNITY; INSURANCE ; REPRESENTATIONS

         (a)      LICENSEE'S INDEMNITY. LICENSEE agrees to indemnify, defend and
                  hold harmless LICENSOR and GLOBAL, and each of their
                  respective shareholders, members, directors, officers,
                  employees and agents from and against any and all obligations,
                  liabilities, claims, demands, suits, actions, causes of
                  action, damages and expenses (including but not limited to
                  reasonable attorney's fees) caused by or arising from
                  LICENSEE's manufacture, labeling, marketing, use, sale or
                  distribution of Licensed Products or any other goods, or from
                  product liabilities arising from the manufacture, labeling,
                  marketing, use or sale of any of the Licensed Products or
                  other goods by LICENSEE, or from any alleged defect in a

                                       8


<PAGE>

                  Licensed Product regardless of whether the action is based
                  upon negligence or strict liability, and regardless of whether
                  the alleged negligence of LICENSEE is characterized as
                  "passive" or "active"; or from unauthorized use by LICENSEE of
                  LICENSOR's rights in the Property, or from any casualty or
                  other risk of loss, damage or destruction of the Licensed
                  Products or any materials, supplies or inventory therefor, or
                  for any violation of any warranty, representation or agreement
                  made by LICENSEE pertaining to a Licensed Product.

         (b)      LICENSOR'S INDEMNITY. LICENSOR agrees to indemnify and hold
                  harmless LICENSEE, its officers, directors, employees and
                  agents from and against all third party claims, damages,
                  losses, liabilities, suits and expenses (including reasonable
                  attorneys' fees) arising out of or by any reason of any breach
                  by LICENSOR of any of the representations, warranties or
                  covenants made by it hereunder.

         (c)      INSURANCE. LICENSEE shall maintain in full force and effect at
                  all times while this Agreement is in effect, product liability
                  insurance with minimum limits of $2,000,000 per occurrence
                  (excluding the costs of providing a defense), and naming
                  LICENSOR and GLOBAL as additional named insureds. Such policy
                  shall be primary and not contributory. LICENSEE shall deliver
                  to LICENSOR a certificate of insurance evidencing satisfactory
                  coverage and indicating that LICENSOR shall have thirty (30)
                  days prior notice of cancellation, non-renewal or of any
                  material change in coverage. LICENSEE's insurance shall be
                  covered by a BEST Guide or B+ VII or better. This insurance
                  may be obtained for LICENSOR by LICENSEE in conjunction with a
                  policy which covers products other than the Licensed Products.
                  LICENSEE shall furnish certificates and endorsements of the
                  required insurance policies. Upon request, LICENSEE shall
                  provide copies of policies. The insurance set forth in this
                  section must cover the entire Territory.

         (d)      If either party learns of a claim related to this Agreement or
                  the Licensed Products, it shall immediately notify the other
                  party by telephone, and in writing transmitted by overnight
                  courier, of the subject matter, the parties and the nature of
                  the claim. If the claim pertains to any of LICENSEE's
                  obligations under this Agreement or the Licensed Products,
                  LICENSEE shall promptly inform LICENSOR of what steps it is
                  taking to correct the claim or complaint whether by consumer
                  or a government body. LICENSOR and LICENSEE shall cooperate in
                  the resolution of all such claims.

         (e)      LICENSOR'S REPRESENTATIONS AND COVENANTS.

                  (i)      LICENSOR represents and warrants that (1) it has all
                           necessary intellectual property rights to license the
                           Property to LICENSEE for use in the United States as
                           authorized hereunder and (2) LICENSEE's use of the
                           Property in the United States as authorized hereunder
                           will not infringe on the intellectual property rights
                           of any third party.

                  (ii)     LICENSOR covenants (1) upon execution of this
                           Agreement, to take reasonable commercial efforts to
                           register all necessary intellectual property rights
                           relating to the Property in Australia, Canada and
                           Japan, and in such countries of the European Union as
                           reasonably requested by LICENSEE and (2) to take
                           reasonable commercial efforts to register all
                           necessary intellectual property rights relating to
                           the Property in such other countries and at such
                           other times as reasonably requested in writing by
                           LICENSEE. LICENSOR shall notify LICENSEE of
                           commencing such applications and provide LICENSEE
                           with copies of final registration(s), if any. Once a
                           registration process has been finalized in a
                           particular country, LICENSOR's representation and
                           covenants contained herein shall extend to such
                           finalized registration.

                  (iii)    There are no implied warranties for merchantability
                           or fitness for any particular purpose.

         (f)      NO LEGAL IMPEDIMENTS. The parties represent and warrant that:

                  (i)      they have the full right, power and authority to
                           enter into this Agreement and to perform all
                           obligations;

                                       9


<PAGE>

                  (ii)     they are financially capable of performing their
                           obligations.

         (g)      LICENSEE REPRESENTATIONS. LICENSEE warrants and represents
                  that it is a Delaware corporation, validly existing and in
                  good standing under the laws of Delaware. LICENSEE further
                  represents and warrants that it will use its best efforts to
                  market the Licensed Products. LICENSEE further represents that
                  entering into this Agreement will not result in the violation
                  of: (i) the organizational documents or bylaws of LICENSEE,
                  (ii) any agreement, contract, lease, license, document or
                  other commitment, written or oral, to which LICENSEE is a
                  party or may become bound, or (iii) any applicable law, rule,
                  license or regulation.

         (h)      COMPLIANCE WITH LAW. LICENSEE shall take all actions required
                  by any local, provincial, national or regional agency,
                  government or commission to carry out the purposes of this
                  Agreement in compliance with applicable law. LICENSEE shall
                  immediately provide LICENSOR and GLOBAL with copies of any
                  communications to or from any such agency, government or
                  commission which relates to or affects this Agreement or the
                  Licensed Products.

9.       TERMINATION

         (a)      OTHER RIGHTS UNAFFECTED. Termination on any ground shall be
                  without prejudice to any other rights or remedies.

         (b)      TERMINATION FOR BREACH OR MATERIAL BREACH.

                  (i)      Subject to the terms hereof, if LICENSEE or LICENSOR
                           breaches any of its obligations, the other may
                           terminate this Agreement by transmitting to the
                           breaching party a notice of termination (the "NOTICE
                           OF TERMINATION").

                  (ii)     Termination will become effective automatically
                           unless the breaching party completely cures the
                           breach within five (5) business days of giving the
                           Notice of Termination if the breach is either a
                           failure to pay money or is a breach designated herein
                           to be a "material breach", and within twenty (20)
                           non-business days ("Cure Period") of the giving of
                           such Notice of Termination if the breach is any other
                           breach except as otherwise herein provided.
                           Notwithstanding anything to the contrary contained
                           herein, LICENSEE may, on a case-by-case basis, submit
                           in writing a request for an extension of the Cure
                           Period giving specific reasons for such request, and
                           LICENSOR shall, in its own discretion, determine
                           whether to approve such an extension, provided that
                           such approval shall not be unreasonably withheld.

                  (iii)    If the LICENSEE is the breaching party, LICENSEE may
                           continue to ship Licensed Product PROVIDED the breach
                           is being cured in good faith.

         (c)      GROUNDS FOR IMMEDIATE TERMINATION.

                  (i)      INSOLVENCY: LICENSOR may terminate if: a petition for
                           relief under the Bankruptcy Code is filed by or
                           against the LICENSEE; LICENSEE makes any assignment
                           for the benefit of its creditors; LICENSEE becomes
                           the subject of proceedings under any insolvency,
                           reorganization or receivership law; LICENSEE defaults
                           on any obligation which is secured by a security
                           interest, in whole or in part, in the Licensed
                           Products; or, a receiver is appointed for LICENSEE or
                           a substantial part of its business interests.
                           Termination will become effective automatically sixty
                           (60) days after LICENSOR gives notice if LICENSEE:
                           fails to discharge the bankruptcy or terminate the
                           assignment for the benefit of creditors. The license
                           and rights granted are personal to LICENSEE. No

                                       10


<PAGE>

                           assignee for the benefit of creditors, receiver,
                           debtor in possession, trustee in bankruptcy, sheriff
                           or any other officer or court charged with taking
                           over custody of LICENSEE's assets or business, shall
                           have any right to continue performance of this
                           Agreement or to exploit or in any way use the
                           Property if this Agreement is terminated pursuant to
                           the preceding subparagraph, except as may be required
                           by law.

                  (ii)     LICENSEE underpays Royalties by more than five
                           percent (5%) or US $75,000 (whichever is less) for
                           any calendar year and such underpayment is not cured
                           within five (5) business days of final determination
                           of such underpayment.

                  (iii)    LICENSEE ceases to do business.

                  (iv)     LICENSEE manufactures, markets, distributes, uses or
                           sells a Licensed Product for which LICENSEE failed to
                           obtain approval as provided in Section 5(b) and
                           LICENSOR notifies LICENSEE of such breach and
                           declines to grant approval with respect to such
                           manufacture, distribution, marketing or sale of
                           Licensed Products.

10.      OBLIGATIONS AT EXPIRATION OR TERMINATION

         (a)      TERMINATION OF RIGHTS. Upon expiration or termination of this
                  Agreement for any reason, all rights in the Property granted
                  to LICENSEE shall automatically terminate and LICENSEE shall
                  cease and desist from any and all manufacture, sale,
                  distribution or disposal of the Licensed Products, or any use
                  of the Property or of any Licensed Products or Property which
                  are substantially or confusingly similar to the Property,
                  except as specifically provided in this Paragraph.

         (b)      INVENTORY. Upon LICENSOR's request, within ten (10) days after
                  the expiration of this Agreement or, in the event of its
                  termination or non-renewal, within ten (10) days after the
                  receipt of a Notice of Termination or a notice of non-renewal
                  or the happening of an event which terminates this Agreement
                  where no notice is required, LICENSEE shall give LICENSOR and
                  GLOBAL a written statement showing: i) the Licensed Products
                  in its possession or under its control; ii) location of the
                  inventory; iii) work in process; iv) Licensed Products in
                  transit; and v) the name, address and telephone number of each
                  contractor and/or shipper and sales representative. LICENSEE
                  shall dispose of these goods only pursuant to the specific
                  written instructions of, and under the terms imposed by,
                  LICENSOR.

         (c)      OTHER ITEMS BEARING THE PROPERTY. All items other than the
                  Licensed Products, bearing the Property, such as stationary,
                  business cards, etc., shall be destroyed or delivered to
                  LICENSOR immediately upon termination or expiration.

         (d)      SELL-OFF PERIOD.

                  (i)      Following the expiration or termination of this
                           Agreement, LICENSEE shall deliver within thirty (30)
                           days to the LICENSOR a statement indicating the
                           number and description of the Licensed Products in
                           the LICENSEE's inventory.

                  (ii)     Upon the expiration or termination of this Agreement,
                           LICENSEE shall immediately cease manufacturing the
                           Licensed Products and discontinue its use of the
                           Property; provided, however, that LICENSEE shall have
                           a period of one hundred twenty (120) days after such
                           expiration or termination to sell the Licensed
                           products remaining in its inventory (the "SELL-OFF
                           PERIOD"). The LICENSOR shall be entitled to receive
                           Royalties in connection with all sales made by the
                           LICENSEE during the Sell-off Period.

                  (iii)    Upon the expiration of the Sell-off Period the
                           LICENSEE shall cease to sell the Licensed Products
                           and shall supply to the LICENSOR a description of its
                           remaining inventory of the Licensed Products at such
                           date.

                                       11


<PAGE>

         (e)      RIGHT TO PURCHASE. LICENSOR or LICENSOR's designee shall have
                  the option (but not the obligation) to purchase all or any
                  part of LICENSEE's inventory of Licensed Products upon the
                  following terms:

                  (i)      LICENSOR shall notify LICENSEE of the intention to
                           exercise this option within thirty (30) days of
                           delivery of the inventory and shall specify the
                           Licensed Products to be purchased;

                  (ii)     If Agreement terminates because of LICENSEE's breach,
                           then LICENSOR should have the right to purchase
                           inventory at 70% of the LICENSEE's lowest wholesale
                           cost. If Agreement terminates by its terms or because
                           of LICENSOR's breach, then LICENSOR should have the
                           right to purchase inventory at lowest wholesale price
                           The price for all other Licensed Products which are
                           not manufactured by LICENSEE shall be LICENSEE's
                           landed costs. "LANDED COSTS" means the F.O.B. price
                           of Licensed Products together with customs, duties,
                           and brokerage, freight and insurance;

                  (iii)    LICENSEE shall deliver the Licensed Products
                           purchased within fifteen (15) days of receipt of the
                           notice to purchase. The purchase price shall be
                           payable upon delivery; provided that LICENSOR shall
                           be entitled to deduct any amounts owed it by
                           LICENSEE.

         (f)      WAIVER OF GOODWILL. LICENSEE waives any claim which it may
                  have arising from any alleged goodwill created by LICENSEE
                  from the alleged creation or increase of a market for Licensed
                  Products.

         (g)      RIGHT TO MANUFACTURE AND OFFER FOR SALE. At least three (3)
                  months prior to expiration of this Agreement, LICENSEE shall
                  notify LICENSOR of its intention to renew the Agreement.
                  Without limiting LICENSOR's other rights in this Agreement, at
                  any time during the three (3) months preceding expiration or
                  termination, LICENSOR or any new licensee shall have the right
                  to start manufacturing the Licensed Products.

         (h)      DISPOSAL OF INVENTORY. Upon expiration or termination, all
                  inventory not disposed of in accordance with this Paragraph
                  shall be destroyed; however, such inventory may be sold
                  provided that 1) all Property (and all markings of any kind
                  associated with LICENSOR) are removed subject to inspection
                  and approval of LICENSOR; and 2) the public is not advised of
                  any association of the inventory with the Property or
                  LICENSOR.

         (i)      SUPPLIES BEARING THE PROPERTY. Upon the sooner of termination
                  or thirty (30) days prior to expiration, at the reasonable
                  request of LICENSOR, which request shall solely be made to the
                  extent necessary to reassume, preserve goodwill in the
                  Property that LICENSOR otherwise believes may otherwise be at
                  risk, LICENSEE shall provide an inventory of all supplies of
                  any type bearing the Property, which shall specify the
                  location of such items.

         (j)      LICENSEE shall purchase all items bearing the Property held by
                  any supplier and shall have all such items delivered to
                  LICENSOR.

11.      NOTICE AND APPROVALS Any notice, approval, consent or agreement
         required or permitted under this Agreement shall be effective only if
         in writing, signed by an officer of the party giving notice, and
         delivered in person, or mailed by certified or registered mail return
         receipt requested, or transmitted by facsimile transmission with
         electronic confirmation of receipt to the addressee's address or
         facsimile number set forth below (or such other address or facsimile
         number as the party changing its address specifies in a notice to the
         other party specifically referring to this Paragraph):

                                       12


<PAGE>

                                    If to LICENSOR:

                                    Genius Products, Inc.
                                    Attention:  President
                                    11250 El Camino Real, Suite 100
                                    San Diego, CA 92130
                                    Tel  (858) 793-8840
                                    Fax  (858) 793-8842


                                    With a copy to:

                                    Global Icons, LLC
                                    Attention:  Ken Abrams
                                    3679 Motor Avenue, 2nd Floor
                                    Los Angeles, CA 90034
                                    Tel  (310) 253-5110
                                    Fax  (310) 994-7334

                                    With a copy to:

                                    Silver & Freedman
                                    Attention:  Perry S. Silver
                                    1925 Century Park East, Suite 2100
                                    Los Angeles, California  90067-2722
                                    Tel  (310) 556-2356
                                    Fax  (310) 556-0832

                                    If to LICENSEE:

                                    Jakks Pacific, Inc.
                                    Attention:  President
                                    22761 Pacific Cast Highway, Suite 226
                                    Malibu, CA 90265
                                    Tel  (310) 456-7799
                                    Fax  (310) 317-8527

                                    With a copy to:

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

Notice shall be deemed given as of the date actually received by the last of the
addressee party and that party's copy recipient to receive the notice as
evidenced by acknowledgment of receipt, delivery in person, the date on the
postal return, or electronic confirmation in the case of facsimile
transmissions.

12.      TIME Time is of the essence in performing the obligations of this
         Agreement.

13.      INTERPRETATION The License Agreement shall be interpreted to give
         LICENSOR maximum control of its Property and the usage of the Property.
         Any uncertainty or ambiguity shall not be construed for or against the
         party based on attribution of drafting to either party. The caption
         headings of the sections are for convenience only and shall not be used
         for interpretation.

                                       13


<PAGE>

14.      GOVERNING LAW/ JURISDICTION/ VENUE All questions concerning this
         Agreement, the rights and obligations of the parties, its enforcement,
         and its validity, effect, interpretation and construction which are
         governed by state law shall be determined under the laws of the State
         of California. All national law questions shall be governed by the laws
         of the United States of America; except that if LICENSOR seeks
         provisional relief, the law of the place where the provisional relief
         is sought shall apply. LICENSOR and LICENSEE agree to be subject to
         jurisdiction in Los Angeles County, California and agree to exclusive
         venue in the courts in Los Angeles County, California.

15.      ASSIGNABILITY. Neither this Agreement nor any rights, duties or
         obligations in this Agreement may be assigned or delegated by LICENSEE,
         without the prior written consent of LICENSOR. A change of control of
         LICENSEE or the sale of all or substantially all of the assets of
         LICENSEE shall constitute an assignment of this Agreement requiring
         LICENSOR's written consent. A "change of control" shall be deemed to
         have occurred if any of the following events shall have occurred if (1)
         any corporation, other person or "Group" (as defined below) becomes the
         "Beneficial Owner" (as defined below) of more than 50% of LICENSEE's
         outstanding Common Stock or (2) if both Steve Berman and Jack Friedman
         have to resign their respective offices. For purposes of this
         definition of change in control, the following terms shall have the
         following meanings: "Beneficial Owner" shall have the meaning which
         that term is given in Rule 13d-3 under the Securities Exchange Act of
         1934 as amended (the "Act"). "Group" shall mean persons who act in
         concert as described in Section 14(d)(2) of the Act.

16.      RELATIONSHIP OF THE PARTIES Nothing in this Agreement shall be
         construed to place the parties in the relationship of legal
         representatives, partners, joint venturers or agents. LICENSEE shall
         have no power to oblige or bind LICENSOR or GLOBAL in any manner except
         as provided.

17.      WAIVER AND INTEGRATION; AMENDMENTS The failure of a party to insist
         upon strict adherence to any term of this Agreement, or to object to
         any failure to comply with any provision of this Agreement, shall not
         be a waiver of that term or provision, estop that party from enforcing
         that term or provision, or preclude that party from enforcing that term
         or provision by estoppel or by laches. The receipt by a party of any
         benefit from this Agreement (e.g., Royalty) shall not be construed as a
         waiver or estoppel of the right of that party to enforce any section.
         None of the terms of this Agreement shall be deemed to be waived or
         modified, including all provisions of this Paragraph, except by an
         express agreement in writing, signed by an authorized officer of the
         party against whom enforcement of the waiver or modification is sought,
         supported by a new consideration. This Agreement, including all
         attachments, constitutes the entire agreement between the parties, and
         supersedes all prior negotiations and agreements between the parties
         concerning its subject matter. This writing is intended as the final,
         complete and exclusive statement of the terms of the Agreement between
         the parties and cannot be changed or terminated orally.

18.      INTEGRATION. This Agreement, and all Schedules referenced herein,
         constitutes the entire, final and exclusive agreement between the
         parties with respect to the matters set forth herein; any and all prior
         agreements, whether written or oral, with respect to the matters set
         forth herein, are superseded by this Agreement.

19.      ATTORNEYS' FEES AND PROFESSIONAL EXPENSES If any legal action or
         dispute arises under this Agreement, arises by reason of any asserted
         breach of it, or arises between the parties and is related in any way
         to the subject matter of the Agreement, the prevailing party shall be
         entitled to recover all costs and expenses including reasonable
         attorneys' fees, investigative costs, accounting fees and charges for
         experts. The "PREVAILING PARTY" shall be the party who is entitled to
         recover its costs of suit, whether or not the suit proceeds to final
         judgment; if there is no court action, the prevailing party shall be
         the party who wins any dispute. A party need not be awarded money
         damages or all relief sought in order to be considered the "prevailing
         party" by a court.

20.      SURVIVAL All obligations of the parties of a continuing nature shall
         survive the termination or expiration of this Agreement.

                                       14


<PAGE>

21.      SEVERABILITY If any provision of this Agreement is held by a court of
         competent jurisdiction or an arbitrator to be invalid or unenforceable,
         the remaining provisions of this Agreement shall remain in full force
         and effect.

22.      BINDING AGREEMENT This Agreement shall be binding on and inure to
         the benefit of the parties and their respective successors, agents,
         affiliates, representatives and permitted assigns.

23.      EXHIBITS/SCHEDULES All Exhibits or Schedules are incorporated into this
         Agreement.

24.      REMEDIES All specific remedies provided for in this Agreement shall be
         cumulative and shall not be exclusive of one another or of any other
         remedies available in law or equity.

25.      COUNTERPARTS This Agreement may be executed in two (2) or more
         counterparts, each of which together will constitute the same
         agreement, whether or not all parties execute each counterpart.



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

LICENSOR:


By: /S/  KLAUS MOELLER
   -------------------------------------------
Its:  CEO



LICENSEE:


By:
   -------------------------------------------
Its:  Executive Vice President & Chief Financial Officer

                                       15


<PAGE>

                                   SCHEDULE A
                                   ----------

                                    PROPERTY


1.       Licensor (1) has certain trademarks registered or pending in its name
         (as set forth in Schedule B attached hereto, which may be amended and
         restated from time to time), and (2) is the exclusive owner of certain
         rights in and to the names, characterizations, designs, artwork,
         symbols, concepts, ideas, themes, plots, stories and spin-offs relating
         to and associated with the characters and elements contained in the
         Genius Products, Inc. works.



                                       16


<PAGE>

                                  SCHEDULE 1(c)

                         DEFINITION OF LICENSED PRODUCTS

     1.       Action Figures
     2.       Board Games
     3.       ELA Toys
     4.       Lunch Boxes
     5.       Playsets
     6.       Plush
     7.       Pre-School and Infant Toys
     8.       Puzzles
     9.       Stationery
     10.      Stickers
     11.      Vehicles

Other toys that the parties agree in writing are within the scope of an
exclusive master toy license.


"Licensed Products" do not include the following :

1. Small Furniture - Bouncers, Travel Bassinets
2. Nursery Accessories - Musical Mobiles (for infant care aisle), Lamps
3. Picture Frames
4. Pacifier Attachers
5. Plastic Water Teether
6. Plastic "Key" Teether
7. Musical Rattle Teether
8. Infant utensils
9. Bath Accessories:

         a. Infant Bath Aid - a die cut sponge cut at the bottom of the
            bathtub used in securing child in tub
         b. Spout Covers
         c. Tub Toy Bag
         d. Bath Visor
         e. No Skids
         f. Accessories

11. ACCESSORIES (FOR INFANT CARE ISLE)
         a. Stroller Activity Bar
         b. Stroller Attach-a-Toy
         c. Infant Carrier Attach-a-Toy

                                       17


<PAGE>

                                 SCHEDULE 1(d)
                                 -------------

CHANNELS OF DISTRIBUTION

The following Channels of Distribution apply to this License Agreement only if
initialed by the authorized signatory of Licensor:

______ CONSUMER SALES: sales of Licensed Products directly or through Licensee's
authorized wholesalers, representatives or distributors to retail establishments
for eventual resale to the consumer;

______ MAIL ORDER SALES: sales of Licensed Products directly to the consumer
through direct mail solicitation or catalogues;

______ SHOPPING NETWORK SALES: sales of Licensed Products directly or through
Licensee's authorized representatives, wholesalers and distributors through
media such as infomercials, local, cable, wireless or fiber optic television
shopping channels, on-line shopping, or otherwise;

______ INTERNET SALES: sales of Licensed Products through the world wide web.


                                       18


<PAGE>

                                  SCHEDULE 9(c)

                   LIST OF LICENSEE OWNERS AND KEY MANAGEMENT



                                 KEY MANAGEMENT

TITLE                                           NAME
-----                                           ----

Chairman and CEO                            Jack Friedman

President and COO                           Stephen G. Berman


                                       19