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                                AGENCY AGREEMENT





                                 FUNNOODLE INC.,
                            FUNNOODLE (H.K.) LIMITED

                                       AND

                       TAI NAM INDUSTRIAL COMPANY LIMITED






This Agency Agreement dated 1st April, 2000 entered into between Tai Nam
Industrial Company Limited (hereinafter referred to as "the Agent") of Units
A&B, 3rd Floor, CDW Building, 388 Castle Peak Road, Tsuen Wan, N.T., Hong Kong
and Funnoodle Inc. and Funnoodle (H.K.) Limited (hereinafter collectively
referred to as "the Company") whose registered address is at 125 East Bethpage
Road, Plainview, New York 11803, U.S.A. and Units A&B, 3rd Floor, CDW Building,
388 Castle Peak Road, Tsuen Wan, N.T., Hong Kong, respectively.

Both parties agree to the following terms and conditions of the Agreement: -

WHEREAS, the Company and the Agent entered into this Agency Agreement pursuant
to which the Agent, among other things, agreed to (i) handle all of the

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Company's purchase orders for its products within the Far East; (ii) handle all
of the Company's shipping documents; (iii) clear all of the Company's letters of
credit, bills and payments; (iv) serve as a liaison between the Company and its
manufacturers and vendors; and (v) ensure the quality of goods purchased for the
Company.

NOW, THEREFORE, in consideration of the following and other goods and valuable
consideration received to date, the Parties hereby agree as follows:

1.    The Agent shall employ and maintain sufficient staff and purchasing
      personnel who will devote an adequate portion of their time to the
      purchase of the Company's products within the Territory and to the
      performance of all the Agent's duties and obligations to be performed
      hereunder. In this connection, the Agent shall appoint a dedicated Account
      Executive to handle all matters for the Company, on a daily basis. The
      "Territory" shall be limited to the Far East and such other territories
      the Company requests that the Agent purchase the Company's products.

2.    The Agent shall use commercially reasonable efforts to conduct its duties
      pursuant to the terms of this Agreement. In furtherance thereof, the Agent
      agrees to use its best efforts to obtain the best available pricing for
      all purchase orders and insure that the products maintain the quality
      control standards that are substantially equivalent to those standards
      approved by the Company.

3.    The Agent shall furnish the Company from time to time, as the Company may
      reasonably request, with such statements, reports or other documents
      pertaining to its activities hereunder.

4.    The Agent shall provide manpower for the co-ordination work of the
      business including the handling of purchase orders planned for merchandise
      by the Company.

5.    The Agent shall provide manpower for the handling of all shipping
      documents.

6.    The Agent shall provide manpower for the handling and clearance of letter
      of credits, bills and payments, where applicable.

7.    The Agent shall provide the manpower for the liaison work with
      manufacturers and vendors.

8.    The Agent shall control the quality of the goods by engaging Q.C. staff to
      carry out quality control inspections in the production line and on the
      finished goods to ensure quality is in accordance with the agreed
      specifications and that the product is complying with the required
      specifications. The Agent shall be reimbursed by the Company for all
      reasonable travel expenses (as evidenced by paid receipts) incurred by
      Agent on behalf of the Company for travel outside the Guangdong Province.

9.    In consideration of the aforementioned agency service, the Agent shall
      receive, for products purchased on behalf of the Company, a fee equal to
      7% of the gross invoiced value of products purchased by the Company (the
      "Agency Fee"). The

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      Agency Fee shall be computed on the basis of the following formula:

      Factory purchase price of the merchandise x (1/0.93) =  Price quote to the
      Company with Agency fee inclusive

      For all existing items manufactured by Kam Toy & Novelty Manufacturing
      Limited, no agency fee will be charged by the Agent in the performance of
      the order management role in these manufacturing entrustments unless the
      Agent is able to source a better price on the existing item rendering a
      reduction and savings from the existing price paid by the Company. As and
      when a saving is realized, an agency fee, equal to the amount of the
      savings but no more than 7% as computed on the basis of the aforementioned
      paragraph, will be remunerated to the Agent. Any savings in excess of the
      7% would be completely passed on to the Company such that the Company
      would under no circumstances be paying a higher cost as a result of the
      agency arrangement with the Agent.

10.   The Company is to buy at FOB HK prices submitted by the vendors or
      factories. Shipment processing charges will be responsible by the vendors
      or factories for LCL handling including CFS charges (container freight
      station charges in respect of inland & HK Transportation), and THC
      (terminal handling charges) and document charges. Shipment consolidation
      will be done in HK and is the responsibility of the vendors or factories.

11.   In general, all other expenses on the development, testing, purchasing and
      selling and all other expenses in the maintenance of matters in
      association with this arrangement shall be responsible and paid for by the
      Company.

12.   The Company shall be responsible for the charges in making of molds on new
      products and all related charges to complete the molds for manufacturing.
      The molds shall be the assets of the Company. The Agent agrees to act in a
      commercially reasonable and prudent manner in its handling and maintenance
      of the molds (normal wear and tear excepted) so as to minimize any loss or
      damage thereto. The Agent shall use best efforts to obtain appropriate
      indemnifications from entities using the molds, so as to adequately
      protect the Company from losses, damages, costs, expenses or liabilities
      (including reasonable attorneys fees and costs) incurred by the Company
      due to any act or omission, negligent or otherwise of the entity using a
      mold (normal wear and tear excepted). Additionally, Agent shall use best
      efforts to obtain on behalf of the Company from each entity, which uses a
      Company mold, a Trust Receipt in substantially the form attached hereto as
      Exhibit "A."

13.   The Agency Fee to the Agent shall be due and payable when the invoice is
      due as and when the goods are being shipped when shipment. Calculation
      will be done on individual invoice basis and be included as part of the
      cost of goods purchased by the Company.

14.   The Company shall be responsible to ensure compliance with all legal and
      statutory requirements imposed on the business being conducted.

15.   No party shall have the right to assign this Agreement or any of its
      rights and

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      privileges hereunder to any other person, firm or corporation without the
      prior written consent of the other party, and any assignment without such
      consent shall be null and void.

16.   The Agent acknowledges and agrees that during the term of this Agreement
      it will receive information developed by or on behalf of the Company
      relating to the Company's products and the Company's business. The Agent
      acknowledges and agrees that such information, together with all
      information developed by or on behalf of the Company either separately or
      in cooperation or consultation with the Agent hereunder, including without
      limitation, customer lists and related materials, and all of the foregoing
      shall be and remain the sole and exclusive property of the Company and is
      to be protected as confidential information (all such information being
      hereafter referred to collectively as the "Confidential Information");
      except that Confidential Information shall not include information:

      (a)   which is known to the recipient prior to disclosure (except for
            non-public information concerning existing Company products or
            products under development by or for the Company) or is generally
            available to the public;

      (b)   which was not acquired, directly or indirectly and/or in any manner,
            from the disclosing party and which the recipient lawfully had in
            its possession prior to the date of this Agreement;

      (c)   which, hereafter, through no act or omission on the part of the
            recipient, becomes information generally available to the public;

      (d)   which corresponds in substance to information furnished to the
            recipient on a non-confidential basis by any third party having a
            legal right to do so ; or

      (e)   which is required in response to legal process, or to the extent a
            party is advised that such action is required to comply with
            foreign, federal or state laws or regulations.

      The provisions of this Section shall not apply to any disclosure by David
      Ki Kwan Chu in his capacity as Chairman or as a member of the Board of
      Directors of Toymax International, Inc. or any of its subsidiaries if such
      disclosure is not in violation of his fiduciary duties to Toymax
      International, Inc. or any of its subsidiaries. During the term of this
      Agreement and for a period of two years thereafter, the Agent agrees to
      keep confidential and disclose or permit to be disclosed to any third
      party any such Confidential Information except to the extent previously
      agreed in writing by the Company or as is required to be disclosed
      pursuant to applicable law. The Agent acknowledges and agrees that the
      Company would suffer great loss and irreparable damage if the Agent were
      to disclose Confidential Information other than as contemplated herein,
      and the Agent therefore acknowledges and agrees that the Company, in
      addition to any right or remedy it may have at law or in equity hereunder,
      shall be entitled to an injunction, without the posting of any bond or
      other security, enjoining or restraining the Agent, its officers,
      employees or representatives from any violation or threatened violation of
      this.

17.   The Agent agrees not to sell, assign or transfer any products or property
      of the Company without the prior written consent of the Company.

18.   This Agreement is to be construed in accordance with the laws of the Hong
      Kong

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      Special Administrative Region without giving effect to conflict of laws
      principles.

19.   Neither this Agreement nor any provision thereof may be modified, waived,
      discharged or terminated orally, but only by a writing signed by the party
      to be charged. A waiver of any provision by any party to this Agreement
      shall be valid only in the instance for which given and shall not be
      deemed continuing, and any such waiver shall not be construed as a waiver
      of any other provision of this Agreement.

20.   Each party to this Agreement represents, agrees and warrants that it will
      perform all other acts and execute and deliver all other documents that
      may be necessary or appropriate to carry out the intent and purposes of
      this Agreement.

21.   This Agreement shall be valid for a period to 31st March 2002 from the
      date herein above referred. This Agreement shall automatically extend
      until termination. Each party shall have the right to terminate this
      Agreement by giving the other party three months' written notice in
      advance.

22.   Nothing contained in this Agreement shall be construed as requiring the
      commission of any act contrary to the law. Whenever there is any conflict
      between any provision of this Agreement and any present or future statute,
      ordinance or regulation contrary to which the parties have no legal right
      to contract, the latter shall prevail, but in such event the provision of
      this Agreement thus affected shall be curtailed and limited only to the
      extent necessary to bring it within the requirements of the law. In the
      event that any part, article, paragraph, sentence or clause of this
      Agreement shall be held to be indefinite, invalid or otherwise
      unenforceable, the entire Agreement shall not fail on account thereof and
      the balance of the Agreement shall continue in full force and effect. If
      any arbitration tribunal or court of competent jurisdiction deems any
      provision thereof (other than for the payment of money) unreasonable
      modification thereof and this Agreement shall be valid and enforceable and
      the parties hereto agree to be bound by and perform the same as thus
      modified.

23.   This Agreement may be executed in any number of counterparts, each of
      which shall be deemed to be an original and all of which together shall be
      deemed to be one and the same instrument.

                           [SIGNATURE PAGE TO FOLLOW]

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WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the
date and year first above written.


ABOVE AGREED TO AND ACCEPTED:


FUNNOODLE INC.

By:
   -------------------------------
  Name:
       ---------------------------
  Title:
        --------------------------
  Date:
       ---------------------------



FUNNOODLE (H.K.) LIMITED


By:
   -------------------------------
  Name:
       ---------------------------
  Title:
        --------------------------
  Date:
       ---------------------------



TAI NAM INDUSTRIAL COMPANY LIMITED


By:
   -------------------------------
  Name:
       ---------------------------
  Title:
        --------------------------
  Date:
       ---------------------------


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                                    EXHIBIT A

                              FORM OF TRUST RECEIPT