Exhibit
10.59      July 17, 2001  VIA FACSIMILE  Creative Brands Group, Inc. c/o Ken Raasch 239 Forrester Los Gatos, CA 95032  RE:          Letter Agreement  Dear Ken:  The purpose of
this Letter Agreement (Agreement) is to set forth the basic terms of the agreement
by which Creative Brands Group, Inc. (CBG) will manage and develop the
licensing, key account and certain new business initiatives for Media Arts
Group, Inc. (MAGI or the Company). 
Certainly, it will be necessary to work out the details of the
relationship, including policies and procedures for CBG to follow in carrying
out its responsibilities, so this Agreement contemplates that those policies
and procedures will be established during the early stages of the relationship.  Purpose of Contractual Relationship  It is the belief
of MAGI that by outsourcing its licensing and key accounts business to CBG,
MAGI will not only receive better and more professional services in these
areas, but will realize both an increase in revenues and a decrease in relative
operating expenses.  With respect to new
business initiatives, it is also contemplated that, through the experience of
CBG representatives in the industry, MAGI will be presented with additional
business opportunities that will provide revenue growth and enhance the overall
value of the Company.  Nature of Services to be Provided  CBG shall manage
and service MAGIs existing licensing and key account relationships.  Existing licensing relationships will be
provided to CBG by MAGI, along with any necessary documentation, including
license agreements, following the execution of this Agreement at a mutually
agreed upon time and place.  The key
account relationships are presently defined as:  Avon Products, Inc. and QVC.  
   CBG shall also be
responsible for growing and developing the licensing and key accounts
businesses of MAGI.  New licensing
relationships shall be those with new licensees or with existing licensee for
products or articles not previously licensed by MAGI to such licensees.  In fulfilling this responsibility, CBG shall
adhere to MAGIs policies and procedures, to be established, consistent with
MAGIs overall annual and strategic business plans.  With respect to
new business initiatives, CBG shall take direction from MAGI as to the types of
new business initiatives desired by MAGI, and CBG shall also provide advice and
recommendations for new business initiatives which, in the opinion of CBG, are
consistent with MAGIs annual and strategic business plans.  Compensation to CBG; Term of Agreement  CBG shall be
compensated for existing licensing relationships at the rate of 7.5% of current
revenues therefrom.  This rate is
determined by MAGI to provide cost savings to MAGI for the management of such
existing licensing relationships when compared to the overall costs of in-house
management of such relationships. 
Current revenues from existing licensing relationships are estimated to
be $8 million.  To the extent that CBG
is able, through its management and development of existing licensing
relationships, to increase revenues to MAGI from the existing licensing
relationships, then CBG shall be entitled to be compensated at the rate of 20%
of the increase in revenues from existing licensing relationships.  To the extent that CBG, through its
development efforts, causes MAGI to receive revenue from new licensing
relationships, then CBG shall be entitled to be compensated at the rate of 20%
of the revenue from new licensing relationships.  In the event that licensing revenues received by MAGI decrease or
otherwise fall below the current revenues from existing licenses, CBG shall be
compensated at the rate of 7.5% of the licensing revenues, even if such
revenues are received from new licensing relationships (ensuring that MAGI
receives the cost savings contemplated by this Agreement).  CBG shall be compensated for existing key account
relationships at the rate of 5% of net wholesale revenues.  This rate is determined by MAGI to provide
cost savings to MAGI for the management of such existing key account
relationships when compared to the overall costs of in-house management of such
relationships.  To the extent that CBG,
through its development efforts, causes MAGI to receive revenue from new key
account relationships, then CBG shall be entitled to be compensated at the rate
of 8% of net wholesale revenues from new key account relationships.  The parties agree to establish an
appropriate baseline for revenues from key accounts in the event of changes to
current key accounts or business strategies.  On revenues from
new business initiatives developed by CBG, CBG shall be compensated at the rate
of 8% of net wholesale revenues.  In the
event the new business initiative developed by CBG is of a nature that the compensation
rate of 8% of net wholesale revenues is inappropriate, then MAGI and CBG shall
negotiate an appropriate rate, consistent with the purpose of this
Agreement.  For all new business
initiatives  
   developed by CBG, the compensation rate, whether at 8% or at another
rate, shall be determined by MAGI and CBG in advance of the formal
establishment of the new business initiative.  The initial term
of this Agreement shall be five (5) years, with an automatic renewal of five
years in the event CBG meets mutually agreed upon performance criteria. Terms
of any renewal period, to the extent the terms are different than those
contained herein, shall be determined by agreement between MAGI and CBG prior
to the beginning of the renewal period. 
If the parties cannot come to agreement on the terms of the renewal
period, then the Agreement shall expire at the end of the initial five-year
term.  Additional Terms  The parties shall
establish minimum performance criteria for CBG which CBG must meet during the
term of this Agreement.  In the event of
CBGs failure to meet such minimum performance criteria, then, after a
reasonable period to cure such failure and a failure to cure, MAGI shall be
entitled to terminate this Agreement without further obligation to CBG.  Should CBG cure its failure of performance,
then the Agreement shall remain in full force and effect.  When establishing the minimum performance
criteria, the parties shall also agree upon the duration of the period in which
CBG may cure any failure of performance. 
These terms shall be included in the policies and procedures to be
established by MAGI and CBG, as contemplated above.  The parties agree
all legal issues, including contract terms of licensing agreements, key
accounts and new business initiatives, shall be determined by MAGI.  MAGI shall provide
support personnel for product development undertakings required by this
Agreement.  The use of such product
development personnel shall be governed by the policies and procedures to be
established by the parties.  CBG shall provide
on-site personnel for management of licensing issues and approvals, with MAGI
having final approval on all such issues. 
MAGI shall provide access to digital files and other assets necessary
for CBGs performance hereunder.  MAGI shall provide
a reasonable budget for trade shows and advertising.  CBG shall provide estimates on such budgetary requirements, with
MAGI having final approval.  Travel
expenses associated with CBGs performance hereunder (including international
travel expenses, when appropriate) shall be subject to MAGIs prior approval
and shall be consistent with MAGIs own travel policies and procedures.  CBG shall be
responsible for its own staffing, overhead and general expenses associated with
the performance of its responsibilities hereunder.  Provided this
Agreement accurately sets forth the substance of our discussions, please
indicate your acceptance by signing in the space provided below.  We at Media  
   Arts Group, Inc. look forward to a mutually rewarding relationship
which will provide great value to our shareholders.  Respectfully submitted,/s/ Anthony D. ThomopoulosMedia Arts Group, Inc.Anthony D. ThomopoulosInterim Chief Executive OfficerChairman of the BoardAccepted:Creative Brands Group, Inc.By:
  /s/ Kenneth RaaschKenneth E. RaaschDate:
  7/17/01