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                                                                    EXHIBIT 10.1

                       SIXTH AMENDMENT TO CREDIT AGREEMENT

        This Sixth Amendment to Credit Agreement is entered into as November 3,
1997, by and between INTERVISUAL BOOKS, INC., a California corporation
("Borrower") and CITY NATIONAL BANK, a national banking association ("CNB").

                                    RECITALS

        A. Borrower and CNB are parties to that certain Credit Agreement, dated
May 31, 1994, as amended by that certain First Amendment to Credit Agreement,
dated June 19, 1995, as amended by that certain Second Amendment to Credit
Agreement, dated July 7, 1995, as amended by that certain Third Amendment to
Credit Agreement, dated June 5, 1996, as amended by that certain Fourth
Amendment to Credit Agreement, dated May 29, 1997, and as amended by that
certain Fifth Amendment to Credit Agreement, dated August 6, 1997, as herein
amended, herinafter the "Credit Agreement".

        B. Borrower and CNB desire to supplement and amend the Credit Agreement
as hereinafter set forth.

        NOW, THEREFORE, the parties agree as follows:

1. DEFINITIONS. Capitalized terms used in this amendment without definition
shall have the meanings set forth in the Credit Agreement.

2. AMENDMENTS. The Credit agreement is amended as follows:

        2.1 The definition of "Termination Date" contained in Section 1 of the
Credit Agreement is hereby deleted in its entirety, and there shall be added and
inserted a new definition of "TERMINATION DATE" as follows:

                ""TERMINATION DATE" shall mean December 31, 1997.
                Notwithstanding the foregoing, CNB may, at its option, terminate
                this Agreement pursuant to Section 7.3; the date of any such
                termination will become the Termination Date as that term is
                used in this Agreement."

3. EXISTING AGREEMENTS. Except as expressly amended herein, the Credit Agreement
shall remain in full force and effect, and in all other respects is affirmed.

4. CONDITIONS PRECEDENT. This Amendment shall become effective upon the
fulfillment of all of the following conditions to CNB's satisfaction:

        4.1 CNB shall have received this Amendment duly executed by Borrower.

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5. COUNTERPARTS. This Amendment may be executed in any number of counterparts,
and all such counterparts taken together shall be deemed to constitute one and
the same instrument.

6. GOVERNING LAW. This amendment and the rights and obligations of the parties
hereto shall be construed in accordance with, and governed by the laws of the
State of California.

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

"Borrower"                            INTERVISUAL BOOKS, INC., a
                                      California corporation


                                      By:  /s/ Gail A. Thornhill
                                           -------------------------------------
                                           Gail A. Thornhill, Controller

"CNB"                                 CITY NATIONAL BANK, a national
                                      banking association


                                      By:  /s/ John Curry
                                           -------------------------------------
                                           John Curry, Vice President

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