<PAGE>
 
                                                                EXHIBIT 10.45

CONFIDENTIAL TREATMENT REQUESTED
--------------------------------
The asterisked portions of this document have been
omitted and are filed separately with the Commission

                        Dated:  As of February 26, 1998

                                  VIA FACSIMILE
                                  818/752-1271
                                                                      8645.15

Mr. Jon F. Vein
Senior Vice-President
Film Roman, Inc.
12020 Chandler Boulevard
Suite 200
North Hollywood, California  91607

          RE:  "MR. POTATO HEAD"/MIXED MEDIA TELEVISION SERIES
               -----------------------------------------------

Dear Jon:

     Set forth below are the terms of the agreement (the "Agreement") between
Claster Television ("Claster") and Film Roman, Inc. ("FRI") in connection with
the grant to FRI by Claster of the exclusive right to produce and distribute a
first quality (i.e., state-of-the-art) mixed CGI, robotics and puppetry
television series based on the "Mr. Potato Head" toy line and the treatment
written by Dan Clark (the "Series").

     1.  ORDER.  Claster hereby grants to FRI the exclusive right to produce and
distribute the Series in accordance with the terms of this Agreement.  FRI has
entered into an agreement with Fox Kids Worldwide ("FKW"), a copy of which is
attached hereto as Exhibit "A" (the "FRI-FKW Agreement"), pursuant to which FKW
has ordered thirteen (13) one-half (1/2) hour episodes of "Mr. Potato Head" for
airing on Fox Children's Network ("FCN") commencing September 1998.  FRI shall
use its best efforts to deliver all episodes to FKW in accordance with the
delivery schedule set by FCN, and such timely delivery shall be of the essence
of this Agreement (subject to force majeure consistent with industry custom and
practice).  Delivery of the episodes to FKW shall be in accordance with a list
of delivery requirements (attached hereto as Exhibit "B") that are customary for
series of this nature, including without limitation stills, photos and footage
and other material for the purpose of creating promotional materials, including
without limitation daily bumpers and interstitials, all of which shall be
provided by FRI at no additional charge to FKW.  At the conclusion of the FKW
distribution term, all episodes and accompanying delivery materials delivered to
FKW hereunder shall be assigned and delivered to Claster immediately upon FRI's
receipt of the same from FKW (FRI acknowledges that, pursuant to the FRI-FKW
Agreement, FKW is contractually required to return such episodes and delivery
<PAGE>
 
Mr. Jon F. Vein
Dated: As of February 26, 1998
Page -2-

------------------------------------

materials to FRI immediately upon the conclusion of the FKW distribution term).
In addition, at Claster's reasonable request, FRI will create a duplicate set of
delivery materials for Claster for which Claster shall reimburse FRI at FRI's
actual cost.  Any material breach or default by FRI under the FRI-FKW Agreement
shall be deemed a material breach of this Agreement by FRI, and FRI shall
indemnify and hold harmless Claster and its successors and assigns from and
against any and all claims, demands, actions, liabilities, losses, penalties,
costs, damages and expenses (including reasonable attorneys' fees) arising from
any such breach.

     2.  FINANCIAL CONTRIBUTION.  FKW has agreed to pay FRI a license fee of
**** Dollars ($****) per episode (with increases in subsequent years, if any, as
set forth in the FRI-FKW Agreement).  The remainder of the production budget
will be paid as an advance against distribution by FRI over the course of
production (the "FRI Distribution Advance"). The budget shall consist of FRI's
actual out of pocket cost of production including the Claster rights payment set
forth below (and which budget may also include an appropriate allocation of
compensation for services provided by and/or persons employed by Film Roman for
positions that are customarily part of a production budget and not overhead),
U.S. residuals arising from the exploitation of the Series by FKW (which are not
reimbursed to FRI or otherwise paid by FKW), and a combined FRI
production/overhead fee of ****%.  FRI will guarantee completion of production.
The budget will contain a **** Dollar ($****) per episode rights fee to Claster
which shall be paid to Claster upon the commencement of production of each
episode.  Claster shall be granted (and FRI hereby grants to Claster) a first
position security interest and mortgage of copyright in the Series and the
physical elements pertaining thereto, and any proceeds thereof, to secure the
delivery of the Series to FKW and Claster's rights in and to the Series and the
elements thereof and all of Claster's other rights hereunder, and the parties
agree promptly to execute all paperwork necessary to effectuate and perfect such
security promptly following execution of this Agreement.  The Series will be
produced in a first class quality suitable for U.S. network broadcast.  FRI
shall be one hundred percent (100%) responsible for all residuals arising from
the exploitation of the Series by FKW (except to the extent otherwise agreed
between FRI and FKW) as well as from the exploitation of the Series by FRI
during the FRI Distribution Term (as defined in Paragraph 4 below).  All other
residuals arising from the exploitation of the Series in the U.S. shall be the
responsibility of Claster.  At the end of the FRI Distribution Term (defined in
Paragraph 4 below), all rights in and to the Series and all allied and ancillary
rights thereto, if any, that FRI may have, shall become the property of Claster
and FRI agrees to execute all documents necessary to effectuate such change
promptly upon request by Claster.

     3.  APPROVALS AND CONTROLS.  FRI acknowledges that the property upon which
the Series is to be based, and the characters and trademarks associated
therewith, constitute a valuable and unique property of Claster and that it is
of the essence of this Agreement that the reputation and integrity thereof be
maintained.  Accordingly, for such purpose the Series budget, executive
producers, writers, stories, bible, scripts, character and background design,
background music, and key art will be mutually approved by FRI and Claster.  The
Series will be based on the treatment attached hereto as Exhibit "C."  Claster
will exercise its approval rights promptly 

[*]= CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE 
OMITTED PORTIONS.
<PAGE>
 
Mr. Jon F. Vein
Dated: As of February 26, 1998
Page -3-

-----------------------------------

following submission of material. With respect to video packaging, FRI shall use
only artwork that has been pre-approved by Claster for the specific purpose of
use on video packaging. FRI agrees to consult with Claster with regard to the
sell-through video distributor in each country in the FRI distribution territory
described below; provided, however, that if the distributor of the Series in a
particular territory is also the sell-through video distributor in that
territory, FRI shall only be required to consult with Claster on one (1)
occasion with regard to such distributor. All Claster approvals will be given
promptly (within 36 hours of Claster's receipt of the material for which
approval is being sought but only counting business days) and exercised in good
faith. Failure to timely disapprove shall be deemed approval.

     4.  DISTRIBUTION RIGHTS.  The rights granted to FRI hereunder consist of a
license to produce one (1) television series based on the underlying "Mr. Potato
Head" property controlled by Claster and, subject to all the terms and
conditions of this Agreement, to distribute the Series in all forms of
television and home video distribution now known or hereafter devised and to
exploit the soundtrack and music publishing rights in and to the Series and all
elements therein for the duration of the FRI Distribution Term (as defined
below).  Subject to the terms of the FRI-FKW Agreement, FRI hereby exclusively
and irrevocably assigns to Claster all U.S. distribution and exploitation rights
in and to the Series in any and all media in perpetuity.  (For greater
certainty, in the event of any reversion or termination of FKW's distribution
rights under the FRI-FKW Agreement, all such rights shall be immediately,
automatically and irrevocably assigned to Claster.)  FRI also hereby exclusively
and irrevocably assigns to Claster all non-U.S. distribution and exploitation
rights in and to the Series in any and all media in perpetuity following the
expiration of the FRI Distribution Term (as defined below).  Claster retains all
merchandising rights (including the master toy license [including all toys,
games and puzzles of all kinds and descriptions]) and all interactive media
rights throughout the world, in perpetuity and outright except as set forth
below.  FRI will have distribution rights in the Series outside the United
States, for a term of **** (****) years from delivery of the last episode of the
Series produced ( the "FRI Distribution Term"). The FRI Distribution Term may be
extended for an additional **** (****) years in the event that by the expiration
of the initial **** (****) years FRI has not recouped its actual cash out of
pocket FRI Distribution Advance taking into account for purposes of this
calculation revenue from all sources including without limitation distribution,
toy, merchandising, music and music publishing and royalty income related to the
Series.  It is of the essence to this Agreement and a material term of this deal
that FRI shall fully and closely cooperate with 3D Licensing ("3D") to
coordinate the television distribution and licensing efforts.  During the
"initial exhibition window" of FRI distribution, the Series shall not be
exhibited on pay television in any territory unless it is also being
concurrently exhibited on free over-the-air broadcast television in that
territory.  FRI and Claster will enter into good faith negotiations to be
concluded within thirty (30) days of execution of this Agreement in order to
reach agreement on a list of fees (the "Buyout Fees") which would customarily be
payable by broadcasters for the national free over-the-air television broadcast
rights for programming similar to the Series (and taking into account any prior
or concurrently licensed exhibition) for a term of four (4) years for eight (8)
runs in each of the territories of the U.K., France, Germany, Italy, Spain,
Belgium, 

[*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
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OMITTED PORTIONS.
<PAGE>
 
Mr. Jon F. Vein
Dated: As of February 26, 1998
Page -4-

----------------------------------

Holland, Greece, Australia and New Zealand (the "Key Territories"). If FRI does
not provide Claster with a written commitment evidencing the sale of the
national free over-the-air television broadcast rights for the Series for any of
the Key Territories by November 15 of the year following the year in which the
applicable year's production first appeared on U.S. television, Claster will
have the option, on a territory-by-territory basis, to acquire such rights for
any unsold Key Territory by paying to FRI the Buyout License Fee for that Key
Territory and shall thereafter be entitled to license such rights for that
unsold Key Territory for eight (8) runs over four (4) years and to keep all the
revenue from such licensing. During such four (4) year term, FRI shall not
exploit any other television rights for any Key Territory for which FRI received
a Buyout License Fee. In addition, if FRI does not provide Claster with a
written commitment evidencing the sale of the national free over-the-air
television broadcast rights for the Series for any of FRI's other distribution
territory (excluding the Key Territories) by November 15 of the year following
the year in which the applicable year's production first appeared on U.S.
television, the parties will, at Claster's request, negotiate in good faith the
terms on which Claster may acquire such rights for the affected episodes of the
Series for any unsold territory on a territory-by-territory basis.

     5.  FRI DISTRIBUTION PROCEEDS.  FRI will be entitled to a distribution fee
of ****%, except that on government subsidies, tax shelters and co-production
revenue, FRI will only be entitled to charge a ****% distribution fee.  "Net
Receipts" shall be defined as gross receipts received by FRI from all sources,
including ancillary rights exploitation but excluding merchandising and
interactive revenue (which are covered below in Paragraphs 6, 7 and 8), less
applicable distribution fees; actual, direct, out-of-pocket distribution costs
capped at ****%, exclusive of residuals and the French dub; recoupment of FRI's
Distribution Advance (except to the extent any portion of the Distribution
Advance is considered part of distribution costs and therefore already recouped
as provided above, in which case such amounts may not be recouped more than
once) plus interest thereon at the rate charged by FRI's principal corporate
lender but in no event more than the prime rate charged by Union Bank plus two
percent (2%); and mutually-approved third-party participations, if any.  Net
Receipts will be split **** percent/**** percent (****/****) between the
parties.  FRI's recoupment of its Distribution Advance for all purposes under
this Agreement shall be limited to FRI's actual out-of-pocket contribution to
the production budget (i.e., the amount of the production budget described in
Paragraph 2 above less the FKW license fee).  Claster shall have audit rights
consistent with industry custom and practice.

     6.  MERCHANDISING.  With respect to the Series-related toys and
merchandising, 3D will act as the non-U.S. licensing agent and Hasbro as the
worldwide master toy licensee and U.S. merchandising agent in perpetuity on a
**** percent (****%) fee basis inclusive of sub-distributors with direct, actual
out-of-pocket verifiable costs capped at **** percent (****%).  For purposes of
this Agreement, "Series related" shall mean all new characters and elements
which are created for the Series, together with the specific artwork iteration
of existing characters and existing characters and elements where specifically
identified in packaging or labeling as related to the Series.  The period
commencing upon execution of this deal memo and continuing 

[*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE 
OMITTED PORTIONS.
<PAGE>
 
Mr. Jon F. Vein
Dated: As of February 26, 1998
Page -5-

---------------------------------

until the earlier of (i) **** (****) years following the completion of
production of the last episode produced by FRI and broadcast; (ii) ****; or
(iii) only with respect to non-U.S. revenues, any period of **** (****)
consecutive years in which episodes of the Series are not being distributed on a
regularly-scheduled basis in at least **** (i.e., if episodes of the Series are
being distributed in at least****, then the Participation Term shall not expire
pursuant to the terms of this subsection [iii]), shall be deemed the
"Participation Term"; provided, however, that the Participation Term shall be
increased by **** (****) months for each additional year in which FRI produces a
minimum of eight (8) episodes of the Series pursuant to Paragraph 10 below. In
the event that at least twenty-one (21) episodes of the Series are produced by
FRI pursuant to the terms of this Agreement, the **** (****) year periods set
forth in (i) and (iii) above shall be extended to **** (****) years and the
outside date of **** set forth in (ii) above shall be extended until ****.
During the Participation Term and subject to the provisions of Paragraph 8 below
the following shall apply:

     (a) Net merchandising proceeds received or accrued from worldwide Series-
related merchandising exploitation shall be split between the parties ****
percent (****%) to Claster and **** percent (****%) to FRI and shall be
separately accounted from any other revenue stream derived from the Series
(including without limitation the calculation of Net Receipts set forth in
Paragraph 5 above) except as provided in subparagraph (c) below;

     (b) The royalty on U.S. Series-related toy exploitation shall be ****
percent (****%) and shall be separately accounted from any other revenue stream
derived from the Series (including without limitation the calculation of Net
Receipts set forth in Paragraph 5 above) except as provided in subparagraph (c)
below.  (In other words, FRI shall not participate in non-Series related
merchandising of any kind nor be entitled to any royalty on non-Series related
toys in the United States.)

     (c) In territories where the television sale will be materially enhanced by
linking the same with a licensing sub-agency agreement, 3D will coordinate with
FRI to maximize the value of both deals, provided that 3D shall have final
authority over whether and/or with whom to enter into a sub-agency agreement.
Music and music publishing will be owned and controlled by each party in its own
territory.  All revenues derived by FRI from music and music publishing shall be
included in gross receipts pursuant to Paragraph 5 above.  Notwithstanding the
provisions of Paragraph 5 above, all net revenues from music and music
publishing in the U.S., from U.S. home video and from post-FKW U.S. exploitation
(net in the latter case of customary Claster distribution fees and costs [which
shall be consistent with past practice and industry custom and practice] and
premium advertising dollar expenditures) shall go into Series gross receipts so
long as FRI remains un-recouped of its Distribution Advance, interest, residuals
and distribution costs on a direct, actual, cash out of pocket basis (e.g.,
excluding overhead) from all sources, including without limitation
merchandising, toy royalties, home video, soundtrack and music publishing.
Thereafter such net revenues from the U.S. will be split ****%/****% between the
parties on an un-crossed basis.  FRI will have the right to do Series soundtrack

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OMITTED PORTIONS. 

<PAGE>
 
Mr. Jon F. Vein
Dated: As of February 26, 1998
Page -6-

--------------------------------

albums on a worldwide basis and Claster will receive a royalty of **** percent
(****%) of net sales worldwide (the exact definition to be negotiated in good
faith consistent with industry custom and practice) in perpetuity in connection
therewith.

     (d) Claster shall own and have the unlimited right to use the visual
images, characters, and other elements of the Series for merchandising, toys and
interactive media.  Where possible, the images, computer models and the like
will be provided to Claster without charge on disc for easy transmission to
licensees.

     7.  NON-U.S. TOY ROYALTY.

     (a) FRI shall receive a **** percent (****%) royalty on all "Mr. Potato
Head" toys except "Toy Story" related (and sequels thereto), whether or not
Series related, in the non-U.S. territories set forth in subparagraph (b) below,
which royalty shall be separately accounted from any other revenue stream
derived from the Series (including without limitation the calculation of Net
Receipts set forth in Paragraph 5 above) except as provided in Paragraph 6(c)
above.  The term of FRI's non-U.S. toy royalty participation (the "Non-U.S. Toy
Royalty Term") shall commence upon execution of this deal memo and continue
until the earlier of (i) **** (****) years following the initial exhibition in
any non-U.S. territory of the last episode of the Series produced by FRI and
broadcast; (ii) any period of **** (****) consecutive years in which episodes of
the Series are not being distributed on a regularly-scheduled basis in at least
****(i.e., if episodes of the Series are being distributed in at least ****,
then the Non-U.S. Toy Royalty Term shall not expire pursuant to the terms of
this subsection [ii]); or (iii)****; provided, however, that the Non-U.S. Toy
Royalty Term shall be increased by **** (****) months for each additional
consecutive year in which FRI produces a minimum of eight (8) episodes of the
Series pursuant to Paragraph 10 below.  In the event that at least twenty-one
(21) episodes of the Series are produced by FRI pursuant to the terms of this
Agreement, the **** (****) year periods set forth in (i) and (ii) above shall be
extended to **** (****) years and the outside date of **** set forth in (iii)
above shall be extended until ****.

     (b) During the Non-U.S. Toy Royalty Term, FRI shall be entitled to receive
the non-U.S. toy royalty in **** and in all other non-U.S. territories in which
episodes of the Series are being distributed on a regularly-scheduled basis on
free over-the-air broadcast television (or another outlet approved by Claster).
In addition, during the Non-U.S. Toy Royalty Term, if episodes of the Series are
being distributed on a regularly-scheduled basis on free over-the-air broadcast
television (or another outlet approved by Claster) in ****, FRI shall be
entitled to receive the non-U.S. toy royalty in all of the **** region; if
episodes of the Series are being distributed on a regularly-scheduled basis on
free over-the-air broadcast television (or another outlet approved by Claster)
in at least **** (****) ****, FRI shall be entitled to receive the non-U.S. toy
royalty in all of ****; and if episodes of the Series are being distributed on
a regularly-scheduled basis on free over-the-air broadcast television (or
another outlet approved by Claster) in at least **** (****) ****, FRI shall be
entitled to receive

[*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
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OMITTED PORTIONS.
<PAGE>
 
Mr. Jon F. Vein
Dated: As of February 26, 1998
Page -7-

----------------------------------

the non-U.S. toy royalty on a worldwide basis outside the U.S. If FRI presents
Claster with a bona fide offer for meaningful, regularly-scheduled exhibition of
the Series on **** (****) **** (****) non-terrestrial distribution outlets in
terms of kids ratings in any territory (contrary to the requirement of free 
over-the-air television broadcast set forth in Paragraph 4 above), and if
Claster rejects the deal on the basis that it is not for free over-the-air
television broadcast, FRI shall nevertheless be deemed to be distributing
episodes of the Series in such territory on a distribution outlet approved by
Claster for the sole purpose of determining FRI's entitlement to the non-U.S.
toy royalty pursuant to this subparagraph (b) .

     8.  INTERACTIVE MEDIA.  Claster shall own and control the interactive media
rights (including without limitation games, on-line, and all products in the CD-
ROM, CD-I, and all new media formats) in and to the Series and the underlying
property; provided, however, that Claster agrees to consult with FRI in good
faith as to the appropriate exploitation of such rights.  During the
Participation Term, FRI shall be entitled to a royalty of **** percent (****%)
of Claster's net receipts worldwide (the exact definition to be negotiated in
good faith consistent with industry custom and practice) for any interactive
game or product based in whole or in material part on the Series; provided,
however, that if Claster or any affiliated or related entity sublicenses the
publishing of the interactive game or product to an unrelated third party and
receives a royalty from such sublicensee, FRI's royalty shall be calculated on
the same royalty base as Claster's and shall be paid to FRI by Claster from
those royalties actually earned and received by Claster (e.g., if Claster
receives an ****% royalty, FRI shall be entitled to receive a percentage of the
royalties actually earned and received by Claster equal to ****% divided by
****%).

     9.  RESERVATION OF RIGHTS.  All rights not specifically granted in this
instrument are reserved to Claster.

     10.  SUBSEQUENT PRODUCTIONS.

     (a) The grant of rights contained herein is a license to do one television
series (i.e., thirteen [13] episodes).  Provided this Agreement remains in full
force and effect and that neither party has terminated by reason of any material
breach hereunder, then if Claster elects in its sole discretion to proceed with
the production of additional episodes of the Series in subsequent production
year(s), and provided FRI has not previously dropped out with respect to the
production of additional episodes, FRI shall be locked as the producer and
distributor of such additional episodes on the same material terms as are
contained herein; provided, however, that (if FRI has not dropped out) such
additional episodes shall be treated as Subsequent Productions as defined in
subparagraph (d) below if the period of time between the end of production of
one season and the beginning of production of the next season exceeds ****
(****) months.

     (b) In the event that FKW does not renew the Series for the immediately
following broadcast season, Claster may elect to (i) contribute **** Dollars
($****) per episode for eight (8) additional episodes of production in such
broadcast season; or (ii) give FRI the 

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OMITTED PORTIONS.

<PAGE>
 
Mr. Jon F. Vein
Dated: As of February 26, 1998
Page -8-

---------------------------------

opportunity to contribute such financing for such season (minimum of eight (8)
episodes per season) in exchange for acquiring U.S. distribution rights to the
affected episodes of the Series for the duration of the FRI Distribution Term,
subject to all the terms and conditions of this Agreement .

     (c) If FKW does renew the Series, or if Claster elects as set forth in
subparagraph (b)(i) above, then provided that FRI has not previously dropped out
with respect to the production of additional episodes of the Series and that the
period of time between the end of production of the last season for which
episodes were produced and the beginning of production of the next season for
which episodes will be produced does not exceed **** (****) months, FRI will
have the right to go forward as the financier/producer/distributor of the Series
for such season by written notice to Claster within ten (10) business days of
receipt of written notice of the FKW pickup or of Claster's election to proceed
to production in the absence of an FKW pickup.  If FRI elects not to go forward,
then (i) FRI shall immediately so advise Claster in writing; (ii) FRI's rights
with respect to the production of additional episodes of the Series (or any
other Subsequent Production as defined in subparagraph (d) below) shall
terminate; (iii) FRI's related royalties and merchandising participation, if
any, during the remainder of its Participation Term and/or Non-U.S. Toy Royalty
Term, as applicable, as set forth in Paragraphs 6 and 7 above shall be reduced
by participations therein granted to a replacement
producer/financier/distributor to a floor of **** percent (****%) of the
applicable royalties and/or merchandising participation if more than twenty-six
(26) episodes were produced by FRI or **** percent (****%) of the applicable
royalties and/or merchandising participation if twenty-six (26) or fewer
episodes were produced by FRI; and (iv) FRI shall have no further rights
hereunder or in connection with the Series except as distributor of the episodes
theretofore produced, and in such event, FRI will negotiate in good faith with
Claster for Claster's acquisition of such distribution rights in the Series.  In
addition, if FKW renews the Series and FRI elects not to go forward, FRI shall,
at Claster's request, assign to Claster (and Claster shall assume) all of FRI's
prospective obligations under the FRI-FKW Agreement.  Claster shall indemnify
and hold harmless FRI and its successors and assigns from and against any and
all claims, demands, actions, liabilities, losses, penalties, costs, damages and
expenses (including reasonable outside attorneys' fees) arising from any breach
by Claster of such prospective obligations to FKW.  FRI shall similarly
indemnify and hold harmless Claster and its successors and assigns in connection
with any breach by FRI of the FRI-FKW Agreement as provided in Paragraph 1
above.

     (d) Except as expressly set forth in the foregoing, the grant of rights
contained herein does not include spin-off, remake, sequel, feature or direct-
to-video rights; provided, however, that if Claster elects in its sole
discretion to proceed with a spin-off, remake, sequel, feature or direct-to-
video production based on the Series (a "Subsequent Production") and if FRI is
then in the business of producing and distributing animated television
productions, and provided FRI's rights hereunder have not terminated as provided
above, then FRI shall have the right of first negotiation for thirty (30) days
in connection with such rights, at the end of which period FRI shall make its
final best offer.  If FRI makes such a final best offer, then FRI shall have the
further 

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OMITTED PORTIONS.

<PAGE>
 
Mr. Jon F. Vein
Dated: As of February 26, 1998
Page -9-

-----------------------------------

right of last refusal (only in the event Claster intends to accept an offer on
equal or less favorable financial terms than those in FRI's final offer to
Claster) in connection with such rights. If Claster ultimately licenses such
rights to another party (i.e., Claster enters into an arrangement whereby it
licenses such rights to a third party and receives a royalty or other
compensation in exchange therefor, but Claster is not a partner or co-venturer
in the exploitation of such rights), then provided that such Subsequent
Production is based primarily on characters and/or other elements created for
the Series, FRI shall be entitled to receive a passive participation in such
Subsequent Production equal to **** percent (****%) of the compensation paid to
Claster by such other party for the licensing of such rights. In the event that
Claster is a partner or a co-venturer in such Subsequent Production, FRI shall
receive an amount equal to **** percent (****%) of the amount allocated in good
faith consistent with industry custom and practice by Claster for the licensing
of the right to produce additional episodes of the Series; provided, FRI shall
have no rights of any kind in any "Mr. Potato Head" production that is not
Series related.

     11.  COPYRIGHT AND OWNERSHIP.  The copyright in episodes of the Series
produced pursuant to this Agreement will be held by Claster, and, of course,
Claster will retain copyright in and ownership of the underlying property and
any characters and other elements created for the Series.  We acknowledge,
however, that copyright may be required for certain types of financing and
Claster agrees to convey the copyright in the Series if required to maximize the
value of the Series so long as such conveyance is subject to all of Claster's
rights hereunder and in the Series and the underlying property.  In the event
the copyright is so utilized, FRI will hold same as trustee only and shall
ensure that the copyright is reconveyed to Claster at the end of the FRI
Distribution Term.

     12.  ASSIGNMENT.  FRI shall make no assignment of any of its rights to
produce the Series except to an entity acquiring all or substantially all of
FRI's assets, nor shall FRI make any other assignment or delegation of any of
its rights or duties hereunder except as are customarily made in the ordinary
course of business.  In no event shall any such assignment relieve FRI of
liability hereunder or affect any of the financial terms set forth herein.  Any
purported assignment or delegation in violation hereof shall be void.  Claster
may assign its rights and obligations as appropriate but no such assignment will
relieve it of liability hereunder.

     13.  INSURANCE.  Claster shall be covered under FRI's errors and omissions
and general liability insurance policies for the Series as an additional insured
(except for claims arising as a result of a breach by Claster of any provision
of this Agreement), subject to the exclusions and limitations set forth in such
policies.  The policies shall be subject to the approval of Claster not to be
unreasonably withheld.  FRI shall make no material modification in such policies
without Claster's consent.  FRI shall be covered under Claster's product
liability insurance policy for the property as an additional insured (except for
claims arising as a result of a breach by FRI of any provision of this Agreement
or the FRI-FKW Agreement), subject to the exclusions and limitations set forth
in such policy.

[*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH 
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.

<PAGE>
 
Mr. Jon F. Vein
Dated: As of February 26, 1998
Page -10-

----------------------------------

     14.  FURTHER DOCUMENTS.  Each party shall, upon the other party's
reasonable request, execute, acknowledge and deliver to the other party any and
all documents consistent with the terms of this Agreement which such other party
may reasonably deem necessary to evidence and effectuate all or any of such
other party's rights hereunder (subject to a reasonable opportunity for the
signing party to review and negotiate in good faith the terms of any such
document).

     15.  MISCELLANEOUS.  The parties shall enter into a more formal agreement
incorporating and elaborating on all of the provisions hereof as well as those
additional terms and conditions customarily included in agreements of this type
(including Claster's standard representations and warranties with respect to
underlying rights) which such terms shall be incorporated herein by this
reference, subject to good faith negotiation within customary industry
parameters, including, without limitation, representations and warranties.
However, unless and until such an agreement is actually executed, this Agreement
constitutes the sole, entire and binding understanding of the parties; replaces
and supersedes any and all prior oral or written agreements, promises or
representations; and can be modified only in a writing signed by both parties.

     Please indicate your agreement to and acceptance of the foregoing by
signing below in the space provided.

                      Very truly yours,

 

                      LEIGH BRECHEEN
                      of BLOOM, HERGOTT, COOK, DIEMER and KLEIN, LLP

AGREED TO AND ACCEPTED BY:

CLASTER TELEVISION                   FILM ROMAN, INC.


By:  _____________________________    By:  _____________________________
Its:  _____________________________    Its:  _____________________________
<PAGE>
 
Mr. Jon F. Vein
Dated: As of February 26, 1998
Page -11-

---------------------------------
  
                                EXHIBIT "A"

Agreement dated as of February 26, 1998 between Film Roman, Inc. and Fox Kids
Worldwide (filed as Exhibit 10.46 to Film Roman, Inc.'s Quarterly Report on Form
10-Q for the quarterly period ended June 30, 1998)



                                  EXHIBIT "B"

                             Delivery Requirements

                              (not yet finalized)



                                  EXHIBIT "C"

                         Treatment Written by Dan Clark

                              (not yet finalized)