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Exhibit 10.1

CONSENT AND WAIVER AGREEMENT

This Consent and Waiver Agreement (the Agreement) is made this 4th day
of April, 2002, by and between LINC Acquisition One, LLC c/o Republic Credit
Corporation I as servicer, P.O. Box 22564, Denver, Colorado 80222-0564
(Lender), Fast Forward Marketing, Inc. (the Company) and Intervisual
Books, Inc. (IBI). This Agreement is delivered in connection with the
potential sale of all the assets of the Company to FFM Acquisition
Corporation (the Sale).

RECITALS

WHEREAS,pursuant to that certain Loan and Security Agreement dated as
of May 12, 1999, as amended (the Loan Agreement), between U.S. Bank
National Association, successor to Santa Monica Bank, and as assigned to
Lender, Intervisual Books, Inc., a California corporation (IBI), and the
Company, IBIs wholly owned subsidiary, IBI obtained a revolving line of
credit (the Loan);

WHEREAS, under the terms of the Loan Agreement, the Loan is secured by,
among other things, all of the assets of the Company and therefore the
Company may not, without Lenders prior written consent, consummate the Sale;

WHEREAS, Lender desires that any rights it may have, which may (i)
prevent the consummation of the Sale or (ii) constitute an event of default,
or would otherwise entitle Lender to any damages, monetary or otherwise, be
waived to the extent, and only to the extent, necessary to complete the
transactions contemplated by the Sale; and

WHEREAS, the Company, IBI and FFM Acquisition Corporation (the Buyer)
have entered into an Asset Purchase Agreement dated March 29, 2002 (the
Asset Purchase Agreement) that provides for the Sale subject to the receipt
of a consent and waiver from Lender.

NOW THEREFORE, in consideration of the benefits to be derived by Lender
pursuant to the Sale, Lender, IBI and the Company hereby agree to the
following:

1.     Lender hereby expressly consents to the transactions contemplated by
the Sale.

2.     Lender hereby expressly waives any provisions of the Agreement, or
the various agreements entered into in connection therewith, only to the
extent necessary to permit the consummation of the transactions contemplated
by the Sale. By waiving these provisions, Lender does not waive any other
provisions of the Loan Agreement nor does Lender waive any past, current or
future defaults.





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3.     Upon the closing of the transactions contemplated by the Sale and
upon the receipt of the Initial Payment, as defined below, Lender releases
all security interests and liens which the Company or IBI may have granted to
Lender or which Lender may have in the assets of the Company.

4.     Upon the closing of the transactions contemplated by the Sale, Lender
further agrees to deliver to the Company any and all documents required to
release these liens, such termination statements, releases, cancellations,
discharges or other agreements as may reasonably be requested by the Company
or Buyer in connection with Lenders releases and Lender empowers the Company
to execute and file such termination statements on behalf of Lender.

5.     As consideration for the consent and waiver delivered by Lender, the
Company upon closing of the Sale shall pay to Lender the sum of $175,000
immediately upon the closing of the Sale (the Initial Payment) and up to an
additional $112,500, all of which is to be applied as a reduction of the
principal amount of the IBIs outstanding debt under the Loan Agreement.
Upon closing of the Sale, the Company will provide Lender with a list of the
Closing Receivables as defined in the Asset Purchase Agreement and within
five (5) business days of the end of each month, starting April 30, 2002, the
Company will provide Lender with a statement detailing the amount of cash the
Company received for collections on the Closing Receivables. Based on this
statement, within 10 days of the end of each month, the Company will pay
Lender as a reduction of the principal amount of IBIs outstanding debt, 45%
of the amount received up to a maximum aggregate amount of $112,500.

6.     IBI and the Company ratify and reaffirm (a) all loans outstanding under
the Loan Agreement without setoff, defense, or counterclaim, (b) that the
unpaid principal balance due on the Loan (as of March 11, 2002, prior to the
application of the proceeds provided for in this Agreement) is $1,555,000.00)
and (c) Lenders security interest in all of the collateral as provided for in
the Loan Agreement.

7.     IBI and the Company acknowledge and agree that neither of them (a) has
any claim or cause of action against Lender, nor (b) has any offset right,
counterclaim, or defense of any kind against Lender with respect to the
indebtedness under the Loan Agreement. IBI and the Company are aware that they
may later discover facts in addition to or different from those which they now
know or believe to be true with respect to the matters represented in this
Agreement and that it is nevertheless their intention to settle, release and
discharge fully, finally and forever thee matters, known or unknown, suspected
or unsuspected, which previously existed, now exist or may exist.

8.     The waivers and consents granted herein shall apply only to the
matters specifically set forth herein.

9.     This Agreement may be executed in counterparts, each of which shall
constitute an original and all of which when taken together shall constitute
one and the same Agreement.

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| |  |                                                                 |  |                                                          
| |  | --------------------------------------------------------------- |  | ---------------------------------------------------------
| |  | LINC ACQUISITION ONE, LLC,
a Delaware limited liability company
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| |  |                                                                 |  |                                                          
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| |  | By: LINC Capital, Inc., its manager                            
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| |  |                                                                 |  |                                                          
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| |  | By:                                                             |  | /s/ J. H. Possehl
Name: James H. Possehl
Title: President
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| |  |                                                                 |  |                                                          
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| |  | INTERVISUAL BOOKS, INC.                                        
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| |  |                                                                 |  |                                                          
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| |  | By:                                                             |  | /s/ Dan P. Reavis
Name: Dan P. Reavis
Title: CFO         
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| |  |                                                                 |  |                                                          
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| |  | FAST FORWARD MARKETING, INC.                                   
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| |  |                                                                 |  |                                                          
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| |  | By:                                                             |  | /s/ Dan P. Reavis
Name: Dan P. Reavis
Title: EVP/CFO     

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