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                                                                   EXHIBIT 10.49



                                 AMENDMENT NO. 2
                                       TO
                          AGREEMENT AND PLAN OF MERGER


        THIS AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER ("Amendment") is
made and entered into as of August 16, 2000 by and among INTERVISUAL BOOKS, INC.
("Parent"), FAST FORWARD MARKETING, INC. (formerly FFM Acquisition Corp.)
("Company") STEVEN D. ADES, individually ("Ades") and STEVEN D. ADES and LAURIE
LEVIT, as co-trustees of THE STEVEN ADES AND LAURIE LEVIT REVOCABLE FAMILY TRUST
UTD April 18, 1991 ("Trust").

                                 R E C I T A L S

        A. Parent, Company, Ades and the Trust, among others, entered into an
Agreement and Plan of Merger dated March 29, 1999 ("Merger Agreement") which was
amended pursuant to Amendment No. 1 thereof dated April 29, 1999. Unless
otherwise defined in this Amendment, capitalized terms used in this Amendment
shall have the same meanings given to them in the Merger Agreement.

        B. The parties hereto desire to make certain amendments to the Merger
Agreement with regard to the covenant not to compete contained in Article IX of
the Merger Agreement.

                                A G R E E M E N T

                For good and valuable consideration, receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows.

        1. Period. Section 9.1 of the Merger Agreement is hereby amended so that
the covenant not to compete contained in Section 9.1 shall terminate as follows:

                (a) In the event Ades voluntarily ceases to be employed by
Parent or is terminated by Parent for "Cause" as defined in the Amended and
Restated Employment Agreement dated on or about the date hereof between Ades and
Parent (the "Employment Agreement"), then upon the earlier of (i) May 14, 2003
or (ii) 12 months after Ades' employment with Parent ceases; or

                (b) In the event Ades' employment with Parent is terminated by
Parent without "Cause" (as defined in the Employment Agreement) and the Sales
Representative Agreement dated on or about the date hereof is terminated by the
Company without cause, then upon the date which is six months after such
termination.

        2. Scope. For the purpose of determining the scope of the covenant not
to compete contained in Section 9.1 of the Merger Agreement, the phrase "the
business

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presently conducted by the Company or the Parent" shall mean the creation,
production and distribution of interactive books and playsets and pop-up books
and the distribution of video tapes, DVDs, and other video products (as
distinguished from the players of such products, which are not covered by the
covenant). Ades and Shareholder reaffirm that the agreements and covenants
contained in Article IX of the Merger Agreement, as modified herein, are
reasonable as to scope and time and necessary to protect the legitimate
interests of Parent and the Company.

        3. Modification and Conflicts. Except as expressly amended, modified or
supplemented herein all of the terms and conditions of the Merger Agreement
remain in full force and effect; provided, however, in the event of any conflict
between the provisions of the Merger Agreement as previously amended and the
provisions of this Amendment No. 2, the provisions of this Amendment shall
control.

        4. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all such
counterparts taken together will constitute one and the same instrument.

        5. Governing Law. This Amendment shall be governed by and construed,
interpreted and enforced in accordance with the laws of the State of California.

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


/s/ Steven D. Ades                         INTERVISUAL BOOKS, INC., a California
-------------------------------------      Corporation
Steven D. Ades



/s/ Steven D. Ades                         By:   /s/ Waldo H. Hunt
-------------------------------------          ---------------------------------
Steven D. Ades, as Trustee of the              Name:    Waldo H. Hunt
Steven Ades and Laurie Levit Revocable         Title:   Chief Executive Officer
Family Trust UTD April 18, 1991



/s/ Laurie Levit                           FAST FORWARD MARKETING, INC., a
-------------------------------------      California corporation
Laurie Levit, as Trustee of the
Steven Ades and Laurie Levit Revocable
Family Trust UTD April 18, 1991

                                           By:   /s/ Dan Reavis
                                               ---------------------------------
                                               Name:    Dan Reavis
                                               Title:   President



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