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                                                                   EXHIBIT 10.49



                            BAM! ENTERTAINMENT, INC.

                        2001 EMPLOYEE STOCK PURCHASE PLAN

This 2001 Employee Stock Purchase Plan (the "Plan") of BAM! Entertainment, Inc.,
a Delaware corporation (the "Company"), was adopted by the Board of Directors
and shareholders of the Company as of August 9, 2001.

1.      Purpose. The purpose of the Plan is to provide employees of the Company
        and its Designated Subsidiaries with an opportunity to purchase Common
        Stock of the Company through accumulated payroll deductions. It is the
        intention of the Company to have the Plan qualify as an "Employee Stock
        Purchase Plan" under Section 423 of the Internal Revenue Code of 1986,
        as amended. The provisions of the Plan, accordingly, shall be construed
        so as to extend and limit participation in a manner consistent with the
        requirements of that section of the Code.

2.      Definitions.

        (a) "Board" shall mean the Board of Directors of the Company.

        (b) "Code" shall mean the Internal Revenue Code of 1986, as amended.

        (c) "Common Stock" shall mean the Common Stock of the Company.

        (d) "Company" shall mean BAM! Entertainment, Inc., a Delaware
        corporation, and any Designated Subsidiary of the Company.

        (e) "Compensation" shall mean all base straight time gross earnings
        including commissions, payments for overtime, incentive payments and
        performance bonuses.

        (f) "Designated Subsidiary" shall mean (i) any Subsidiary which has been
        designated by the Board from time to time in its sole discretion as
        eligible to participate in the Plan, (ii) BAM Entertainment Limited and
        (iii) BAM Studios (Europe) Limited.

        (g) "Employee" shall mean any individual who is an Employee of the
        Company or a Designated Subsidiary, for tax purposes whose customary
        employment with the Company is at least twenty (20) hours per week and
        more than five (5) months in any calendar year. For purposes of the
        Plan, the employment relationship shall be treated as continuing intact
        while the individual is on sick leave or other leave of absence approved
        by the Company. Where the period of leave exceeds 90 days and the
        individual's right to reemployment is not guaranteed either by statute
        or by contract, the employment relationship shall be deemed to have
        terminated on the 91st day of such leave.

        (h) "Enrollment Date" shall mean the first Trading Day of each Offering
        Period.

        (i) "Exercise Date" shall mean the last Trading Day of each Purchase
        Period.

        (j) "Fair Market Value" shall mean, as of any date, the value of Common
        Stock determined as follows:



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            (1)  If the Common Stock is listed on any established stock exchange
                 or a national market system, including without limitation the
                 Nasdaq National Market or The Nasdaq SmallCap Market of The
                 Nasdaq Stock Market, its Fair Market Value shall be the closing
                 sales price for such stock (or the closing bid, if no sales
                 were reported) as quoted on such exchange or system for the
                 last market trading day on the date of such determination, as
                 reported in The Wall Street Journal or such other source as the
                 Board deems reliable, or;

            (2)  If the Common Stock is regularly quoted by a recognized
                 securities dealer but selling prices are not reported, its Fair
                 Market Value shall be the mean of the closing bid and asked
                 prices for the Common Stock on the date of such determination,
                 as reported in The Wall Street Journal or such other source as
                 the Board deems reliable, or;

            (3)  In the absence of an established market for the Common Stock,
                 the Fair Market Value thereof shall be determined in good faith
                 by the Board.

        (k) "Offering Periods" shall mean the periods of approximately twelve
        (12) months during which an option granted pursuant to the Plan may be
        exercised, commencing on the first Trading Day on or after March 1 and
        September 1 of each year and terminating on the last Trading Day in the
        periods ending twelve months later, except as provided in Section 4 of
        this Plan. The first Offering Period under the Plan shall commence with
        the first Trading Day on or after the date on which the Securities and
        Exchange Commission declares the Company's Registration Statement
        effective and ending on the last Trading Day on or before February 28,
        2002. The duration and timing of Offering Periods may be changed
        pursuant to Section 4 of this Plan.

        (l) "Plan" shall mean this Employee Stock Purchase Plan.

        (m) "Purchase Period" shall mean the approximately six month period
        commencing after one Exercise Date and ending with the next Exercise
        Date, except that the first Purchase Period of any Offering Period shall
        commence on the Enrollment Date and end with the next Exercise Date;
        provided, however, the first Purchase Period under the Plan shall
        commence with the first Trading Day on or after the date on which the
        Securities and Exchange Commission declares the Company's Registration
        Statement effective and shall end on the last trading day on or before
        February 28, 2002.

        (n) "Purchase Price" shall mean an amount equal to 85% of the Fair
        Market Value of a share of Common Stock on the Enrollment Date or on the
        Exercise Date, whichever is lower; provided, however, that the Purchase
        Price may be adjusted by the Board pursuant to Section 20.

        (o) "Registration Statement" shall mean the Registration Statement filed
        by the Company on Form S-1 as of June 6, 2001, and all amendments
        thereto.

        (p) "Reserves" shall mean the number of shares of Common Stock covered
        by each option under the Plan which have not yet been exercised and the
        number of shares of




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        Common Stock which have been authorized for issuance under the Plan but
        not yet placed under option.

        (q) "Subsidiary" shall mean a corporation, domestic or foreign, of which
        not less than 50% of the voting shares are held by the Company or a
        Subsidiary, whether or not such corporation now exists or is hereafter
        organized or acquired by the Company or a Subsidiary.

        (r) "Trading Day" shall mean a day on which national stock exchanges and
        the Nasdaq System are open for trading.

3.      Eligibility.

        (a) Any Employee who shall be employed by the Company on a given
        Enrollment Date shall be eligible to participate in the Plan.

        (b) Any provisions of the Plan to the contrary notwithstanding, no
        Employee shall be granted an option under the Plan (i) to the extent
        that, immediately after the grant, such Employee (or any other person
        whose stock would be attributed to such Employee pursuant to Section
        424(d) of the Code) would own capital stock of the Company and/or hold
        outstanding options to purchase such stock possessing five percent (5%)
        or more of the total combined voting power or value of all classes of
        the capital stock of the Company or of any Subsidiary, or (ii) to the
        extent that his or her rights to purchase stock under all employee stock
        purchase plans of the Company and its subsidiaries accrues at a rate
        which exceeds Twenty-Five Thousand Dollars ($25,000) worth of stock
        (determined at the fair market value of the shares at the time such
        option is granted) for each calendar year in which such option is
        outstanding at any time.

4.      Offering Periods.

        (a) The first Offering Period under the Plan shall commence on the first
        Trading Day on or after the date on which the Securities and Exchange
        Commission declares the Company's Registration Statement effective and
        ending on the last Trading Day on or before February 28, 2002, and the
        Plan shall continue to be implemented with consecutive, Offering Periods
        that are exclusively twelve (12) months in duration, commencing on the
        first Trading Day on or after March 1 and September 1 of each year
        thereafter, or on such other date as the Board shall determine, and
        continuing thereafter until terminated in accordance with Section 20
        hereof.

        (b) The Board shall have the power to change the duration of Offering
        Periods (including the commencement dates thereof) with respect to
        future offerings without stockholder approval if such change is
        announced at least five (5) days prior to the scheduled beginning of the
        first Offering Period to be affected thereafter.

5.      Participation.

        (a) An eligible Employee may become a participant in the Plan by
        completing a subscription agreement authorizing payroll deductions in
        the form of Exhibit A to this Plan and filing it with the Company's
        payroll office not later than two (2) weeks prior to




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        the applicable Enrollment Date. Eligible employees who begin employment
        with the Company within two weeks of an Enrollment Date may file a
        subscription agreement with the Company's payroll office up to one day
        prior to the applicable Enrollment Date. With respect to the first
        Enrollment Date, eligible Employees may file a subscription agreement up
        to one day prior to the Enrollment Date. An eligible Employee may
        participate in only one Offering Period at a time.

        (b) Payroll deductions for a participant shall commence on the first
        payroll following the Enrollment Date and shall end on the last payroll
        in the Offering Period to which such authorization is applicable, unless
        sooner terminated by the participant as provided in Section 10 hereof.

6.      Payroll Deductions.

        (a) At the time a participant files his or her subscription agreement,
        he or she shall elect to have payroll deductions made on each pay day
        during the Offering Period in an amount not exceeding 15% of the
        Compensation which he or she receives on each pay day during the
        Offering Period. The maximum calendar year contribution shall not exceed
        $25,000 worth of stock (determined at the fair market value of the
        shares at the time such option is granted).

        (b) All payroll deductions made for a participant shall be credited to
        his or her account under the Plan and shall be withheld in whole
        percentages only. A participant may not make any additional payments
        into such account.

        (c) A participant may discontinue his or her participation in the Plan
        as provided in Section 10 hereof, or may decrease the rate of his or her
        payroll deductions during the Offering Period by completing or filing
        with the Company a new subscription agreement authorizing a change in
        payroll deduction rate. The Board may, in its discretion, limit the
        number of participation rate changes during any Offering Period. The
        change in rate shall be effective with the first full payroll period
        following five (5) business days after the Company's receipt of the new
        subscription agreement unless the Company elects to process a given
        change in participation more quickly. A participant's subscription
        agreement shall remain in effect for successive Offering Periods unless
        terminated as provided in Section 10 hereof.

        (d) Notwithstanding the foregoing, to the extent necessary to comply
        with Section 423(b)(8) of the Code and Section 3(b) hereof, a
        participant's payroll deductions may be decreased to zero percent (0%)
        at any time during a Purchase Period. Payroll deductions shall
        recommence at the rate provided in such participant's subscription
        agreement at the beginning of the first Purchase Period which is
        scheduled to end in the following calendar year, unless terminated by
        the participant as provided in Section 10 hereof.

        (e) At the time the option is exercised, in whole or in part, or at the
        time some or all of the Company's Common Stock issued under the Plan is
        disposed of, the participant must make adequate provision for the
        Company's federal, state, or other tax withholding obligations, if any,
        which arise upon the exercise of the option or the disposition of the
        Common Stock. At any time, the Company may, but shall not be obligated
        to, withhold




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        from the participant's compensation the amount necessary for the Company
        to meet applicable withholding obligations, including any withholding
        required to make available to the Company any tax deductions or benefits
        attributable to sale or early disposition of Common Stock by the
        Employee.

7.      Grant of Option. On the Enrollment Date of each Offering Period, each
        eligible Employee participating in such Offering Period shall be granted
        an option to purchase on each Exercise Date during such Offering Period
        (at the applicable Purchase Price) up to a number of shares of the
        Company's Common Stock determined by dividing such Employee's payroll
        deductions accumulated prior to such Exercise Date and retained in the
        Participant's account as of the Exercise Date by the applicable Purchase
        Price; provided that in no event shall an Employee be permitted to
        purchase during each Offering Period more than a number of Shares
        determined by dividing $25,000 by the Fair Market Value of a share of
        the Company's Common Stock (subject to any adjustment pursuant to
        Section 19) on the Enrollment Date, and provided further that such
        purchase shall be subject to the limitations set forth in Sections 3(b)
        and 12 hereof. The Board may, for future Offering Periods and in its
        absolute discretion, set a maximum number of shares of the Company's
        Common Stock an Employee may purchase during each Purchase Period of
        such Offering Period and increase or decrease such maximum. Exercise of
        the option shall occur as provided in Section 8 hereof, unless the
        participant has withdrawn pursuant to Section 10 hereof. The option
        shall expire on the last day of the Offering Period.

8.      Exercise of Option.

        (a) Unless a participant withdraws from the Plan as provided in Section
        10 hereof, his or her option for the purchase of shares shall be
        exercised automatically on the Exercise Date, and the maximum number of
        full shares subject to option shall be purchased for such participant at
        the applicable Purchase Price with the accumulated payroll deductions in
        his or her account. No fractional shares shall be purchased; any payroll
        deductions accumulated in a participant's account which are not
        sufficient to purchase a full share shall be retained in the
        participant's account for the subsequent Purchase Period or Offering
        Period, subject to earlier withdrawal by the participant as provided in
        Section 10 hereof. During a participant's lifetime, a participant's
        option to purchase shares hereunder is exercisable only by him or her.

        (b) If the Board determines that, on a given Exercise Date, the number
        of shares with respect to which options are to be exercised may exceed
        (i) the number of shares of Common Stock that were available for sale
        under the Plan on the Enrollment Date of the applicable Offering Period,
        or (ii) the number of shares available for sale under the Plan on such
        Exercise Date, the Board may in its sole discretion (x) provide that the
        Company shall make a pro rata allocation of the shares of Common Stock
        available for purchase on such Enrollment Date or Exercise Date, as
        applicable, in as uniform a manner as shall be practicable and as it
        shall




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        determine in its sole discretion to be equitable among all participants
        exercising options to purchase Common Stock on such Exercise Date, and
        continue all Offering Periods then in effect, or (y) provide that the
        Company shall make a pro rata allocation of the shares available for
        purchase on such Enrollment Date or Exercise Date, as applicable, in as
        uniform a manner as shall be practicable and as it shall determine in
        its sole discretion to be equitable among all participants exercising
        options to purchase Common Stock on such Exercise Date, and terminate
        any or all Offering Periods then in effect pursuant to Section 20
        hereof. The Company may make pro rata allocation of the shares available
        on the Enrollment Date of any applicable Offering Period pursuant to the
        preceding sentence, notwithstanding any authorization of additional
        shares for issuance under the Plan by the Company's stockholders
        subsequent to such Enrollment Date.

9.      Delivery. As promptly as practicable after each Exercise Date on which a
        purchase of shares occurs, the Company shall arrange the delivery,
        either electronically or manually, to each participant, as appropriate,
        or to a designated broker as chosen by the Company in its discretion, of
        a certificate representing the shares purchased upon exercise of his or
        her option.

10.     Withdrawal.

        (a) A participant may withdraw all but not less than all the payroll
        deductions credited to his or her account and not yet used to exercise
        his or her option under the Plan at any time by giving written notice to
        the Company in the form of Exhibit B to this Plan. All of the
        participant's payroll deductions credited to his or her account shall be
        paid to such participant promptly after receipt of notice of withdrawal
        and such participant's option for the Offering Period shall be
        automatically terminated, and no further payroll deductions for the
        purchase of shares shall be made for such Offering Period. If a
        participant withdraws from an Offering Period, payroll deductions shall
        not resume at the beginning of the succeeding Offering Period unless the
        participant delivers to the Company a new subscription agreement.

        (b) A participant's withdrawal from an Offering Period shall not have
        any effect upon his or her eligibility to participate in any similar
        plan which may hereafter be adopted by the Company or in succeeding
        Offering Periods which commence after the termination of the Offering
        Period from which the participant withdraws.

11.     Termination of Employment.

        Upon a participant's ceasing to be an Employee, for any reason, he or
        she shall be deemed to have elected to withdraw from the Plan and the
        payroll deductions credited to such participant's account during the
        Offering Period, but not yet used to exercise the option, shall be
        returned to such participant or, in the case of his or her death, to the
        person or persons entitled thereto under Section 15 hereof, and such
        participant's option shall be automatically terminated. The preceding
        sentence notwithstanding, a participant who receives payment in lieu of
        notice of termination of employment shall be treated as continuing to be
        an Employee for the participant's customary number of hours per week of
        employment during the period in which the participant is subject to such
        payment in lieu of notice.

12.     Interest. No interest shall accrue on the payroll deductions of a
        participant in the Plan.

13.     Stock.




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        (a) Subject to adjustment upon changes in capitalization of the Company
        as provided in Section 19 hereof, the maximum number of shares of the
        Company's Common Stock which shall be made available for sale under the
        Plan shall be 150,000 shares.

        (b) The participant shall have no interest or voting right in shares
        covered by his option until such option has been exercised.

        (c) Shares to be delivered to a participant under the Plan shall be
        registered in the name of the participant or in the name of the
        participant and his or her spouse.

14.     Administration. The Plan shall be administered by the Board or a
        committee of members of the Board appointed by the Board. The Board or
        its committee shall have full and exclusive discretionary authority to
        construe, interpret and apply the terms of the Plan, to determine
        eligibility and to adjudicate all disputed claims filed under the Plan.
        Every finding, decision and determination made by the Board or its
        committee shall, to the full extent permitted by law, be final and
        binding upon all parties.

15.     Designation of Beneficiary.

        (a) A participant may file a written designation of a beneficiary who is
        to receive any shares and cash, if any, from the participant's account
        under the Plan in the event of such participant's death subsequent to an
        Exercise Date on which the option is exercised but prior to delivery to
        such participant of such shares and cash. In addition, a participant may
        file a written designation of a beneficiary who is to receive any cash
        from the participant's account under the Plan in the event of such
        participant's death prior to exercise of the option. If a participant is
        married and the designated beneficiary is not the spouse, spousal
        consent shall be required for such designation to be effective.

        (b) Such designation of beneficiary may be changed by the participant at
        any time by written notice. In the event of the death of a participant
        and in the absence of a beneficiary validly designated under the Plan
        who is living at the time of such participant's death, the Company shall
        deliver such shares and/or cash to the executor or administrator of the
        estate of the participant, or if no such executor or administrator has
        been appointed (to the knowledge of the Company), the Company, in its
        discretion, may deliver such shares and/or cash to the spouse or to any
        one or more dependents or relatives of the participant, or if no spouse,
        dependent or relative is known to the Company, then to such other person
        as the Company may designate.

16.     Transferability. Neither payroll deductions credited to a participant's
        account nor any rights with regard to the exercise of an option or to
        receive shares under the Plan may be assigned, transferred, pledged or
        otherwise disposed of in any way (other than by will, the laws of
        descent and distribution or as provided in Section 15 hereof) by the
        participant. Any such attempt at assignment, transfer, pledge or other
        disposition shall be without effect, except that the Company may treat
        such act as an election to withdraw funds from an Offering Period in
        accordance with Section 10 hereof.




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17.     Use of Funds. All payroll deductions received or held by the Company
        under the Plan may be used by the Company for any corporate purpose, and
        the Company shall not be obligated to segregate such payroll deductions.

18.     Reports. Individual accounts shall be maintained for each participant in
        the Plan. Statements of account shall be given to participating
        Employees at least annually, which statements shall set forth the
        amounts of payroll deductions, the Purchase Price, the number of shares
        purchased and the remaining cash balance, if any.

19.     Adjustments Upon Changes in Capitalization, Dissolution, Liquidation,
        Merger or Asset Sale.

        (a) Changes in Capitalization. Subject to any required action by the
        stockholders of the Company, the Reserves, the maximum number of shares
        each participant may purchase each Purchase Period (pursuant to Section
        7), as well as the price per share and the number of shares of Common
        Stock covered by each option under the Plan which has not yet been
        exercised shall be proportionately adjusted for any increase or decrease
        in the number of issued shares of Common Stock resulting from a stock
        split, reverse stock split, stock dividend, combination or
        reclassification of the Common Stock, or any other increase or decrease
        in the number of shares of Common Stock effected without receipt of
        consideration by the Company; provided, however, that conversion of any
        convertible securities of the Company shall not be deemed to have been
        "effected without receipt of consideration." Such adjustment shall be
        made by the Board, whose determination in that respect shall be final,
        binding and conclusive. Except as expressly provided herein, no issuance
        by the Company of shares of stock of any class, or securities
        convertible into shares of stock of any class, shall affect, and no
        adjustment by reason thereof shall be made with respect to, the number
        or price of shares of Common Stock subject to an option.

        (b) Dissolution or Liquidation. In the event of the proposed dissolution
        or liquidation of the Company, the Offering Period then in progress
        shall be shortened by setting a new Exercise Date (the "New Exercise
        Date"), and shall terminate immediately prior to the consummation of
        such proposed dissolution or liquidation, unless provided otherwise by
        the Board. The New Exercise Date shall be before the date of the
        Company's proposed dissolution or liquidation. The Board shall notify
        each participant in writing, at least ten (10) business days prior to
        the New Exercise Date, that the Exercise Date for the participant's
        option has been changed to the New Exercise Date and that the
        participant's option shall be exercised automatically on the New
        Exercise Date, unless prior to such date the participant has withdrawn
        from the Offering Period as provided in Section 10 hereof.

        (c) Merger or Asset Sale. In the event of a proposed sale of all or
        substantially all of the assets of the Company, or the merger of the
        Company with or into another corporation, each outstanding option shall
        be assumed or an equivalent option substituted by the successor
        corporation or a Parent or Subsidiary of the successor corporation. In
        the event that the successor corporation refuses to assume or substitute
        for the option, any Purchase Periods then in progress shall be shortened
        by setting a new Exercise Date (the "New Exercise Date") and any
        Offering Periods then in progress shall end on the New




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        Exercise Date. The New Exercise Date shall be before the date of the
        Company's proposed sale or merger. The Board shall notify each
        participant in writing, at least ten (10) business days prior to the New
        Exercise Date, that the Exercise Date for the participant's option has
        been changed to the New Exercise Date and that the participant's option
        shall be exercised automatically on the New Exercise Date, unless prior
        to such date the participant has withdrawn from the Offering Period as
        provided in Section 10 hereof.

20.     Amendment or Termination.

        (a) The Board of Directors of the Company may at any time and for any
        reason terminate or amend the Plan. Except as provided in Section 19
        hereof, no such termination can affect options previously granted,
        provided that an Offering Period may be terminated by the Board of
        Directors on any Exercise Date if the Board determines that the
        termination of the Offering Period or the Plan is in the best interests
        of the Company and its stockholders. Except as provided in Section 19
        and this Section 20 hereof, no amendment may make any change in any
        option theretofore granted which adversely affects the rights of any
        participant. To the extent necessary to comply with Section 423 of the
        Code (or any successor rule or provision or any other applicable law,
        regulation or stock exchange rule), the Company shall obtain stockholder
        approval in such a manner and to such a degree as required.

        (b) Without stockholder consent and without regard to whether any
        participant rights may be considered to have been "adversely affected,"
        the Board (or its committee) shall be entitled to change the Offering
        Periods, limit the frequency and/or number of changes in the amount
        withheld during an Offering Period, establish the exchange ratio
        applicable to amounts withheld in a currency other than U.S. dollars,
        permit payroll withholding in excess of the amount designated by a
        participant in order to adjust for delays or mistakes in the Company's
        processing of properly completed withholding elections, establish
        reasonable waiting and adjustment periods and/or accounting and
        crediting procedures to ensure that amounts applied toward the purchase
        of Common Stock for each participant properly correspond with amounts
        withheld from the participant's Compensation, and establish such other
        limitations or procedures as the Board (or its committee) determines in
        its sole discretion advisable which are consistent with the Plan.

        (c) In the event the Board determines that the ongoing operation of the
        Plan may result in unfavorable financial accounting consequences, the
        Board may, in its discretion and, to the extent necessary or desirable,
        modify or amend the Plan to reduce or eliminate such accounting
        consequence including, but not limited to:

            (1)  altering the Purchase Price for any Offering Period including
                 an Offering Period underway at the time of the change in
                 Purchase Price;

            (2)  shortening any Offering Period so that Offering Period ends on
                 a new Exercise Date, including an Offering Period underway at
                 the time of the Board action; and

            (3)  allocating shares.




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        Such modifications or amendments shall not require stockholder approval
        or the consent of any Plan participants.

21.     Notices. All notices or other communications by a participant to the
        Company under or in connection with the Plan shall be deemed to have
        been duly given when received in the form specified by the Company at
        the location, or by the person, designated by the Company for the
        receipt thereof.

22.     Conditions Upon Issuance of Shares. Shares shall not be issued with
        respect to an option unless the exercise of such option and the issuance
        and delivery of such shares pursuant thereto shall comply with all
        applicable provisions of law, domestic or foreign, including, without
        limitation, the Securities Act of 1933, as amended, the Securities
        Exchange Act of 1934, as amended, the rules and regulations promulgated
        thereunder, and the requirements of any stock exchange upon which the
        shares may then be listed, and shall be further subject to the approval
        of counsel for the Company with respect to such compliance.

        As a condition to the exercise of an option, the Company may require the
        person exercising such option to represent and warrant at the time of
        any such exercise that the shares are being purchased only for
        investment and without any present intention to sell or distribute such
        shares if, in the opinion of counsel for the Company, such a
        representation is required by any of the aforementioned applicable
        provisions of law.

23.     Term of Plan. The Plan shall become effective upon the earlier to occur
        of its adoption by the Board of Directors or its approval by the
        stockholders of the Company. It shall continue in effect until August 8,
        2011, unless sooner terminated under Section 20 hereof.




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                                    EXHIBIT A

                            BAM! ENTERTAINMENT, INC.
                        2001 EMPLOYEE STOCK PURCHASE PLAN
                             SUBSCRIPTION AGREEMENT


[ ] Original Application                 Offering Period Beginning: ____________
[ ] Change in Payroll Deduction Rate
[ ] Change of Beneficiary(ies)

NAME (Please print): ___________________________________________________________
                         (First)             (Middle)              (Last)

SOCIAL SECURITY NUMBER: __________-______-______

ADDRESS: _______________________________________________    PHONE:
________________________________________________________      (W)_______________
________________________________________________________      (H)_______________

1. ______________________________ hereby elects to participate in the BAM!
Entertainment, Inc. 2001 Employee Stock Purchase Plan (the "Employee Stock
Purchase Plan") and subscribes to purchase shares of the Company's Common Stock
in accordance with this Subscription Agreement and the Employee Stock Purchase
Plan.

2. I hereby authorize payroll deductions from each paycheck in the amount of %
of my Compensation on each payday (from 1 to 15%) during the Offering Period in
accordance with the Employee Stock Purchase Plan. (Please note that no
fractional percentages are permitted.)

3. I understand that said payroll deductions shall be accumulated for the
purchase of shares of Common Stock at the applicable Purchase Price determined
in accordance with the Employee Stock Purchase Plan. I understand that if I do
not withdraw from an Offering Period, any accumulated payroll deductions will be
used to automatically exercise my option.

4. I have received a copy of the complete Employee Stock Purchase Plan. I
understand that my participation in the Employee Stock Purchase Plan is in all
respects subject to the terms of the Plan. I understand that my ability to
exercise the option under this Subscription Agreement is subject to stockholder
approval of the Employee Stock Purchase Plan.

5. Shares purchased for me under the Employee Stock Purchase Plan should be
issued in the name(s) of (Employee or Employee and Spouse only): ______________
__________________________________________________________.

6. I understand that if I dispose of any shares received by me pursuant to the
Plan within 2 years after the Enrollment Date (the first day of the Offering
Period during which I purchased such shares) or 1 year after the Exercise Date,
I will be treated for federal income tax purposes as having received ordinary
income at the time of such disposition in an amount equal to the excess



<PAGE>

of the fair market value of the shares at the time such shares were purchased by
me over the price which I paid for the shares. I hereby agree to notify the
Company in writing within 30 days after the date of any disposition of my shares
and I will make adequate provision for Federal, state or other tax withholding
obligations, if any, which arise upon the disposition of the Common Stock. The
Company may, but will not be obligated to, withhold from my compensation the
amount necessary to meet any applicable withholding obligation including any
withholding necessary to make available to the Company any tax deductions or
benefits attributable to sale or early disposition of Common Stock by me. If I
dispose of such shares at any time after the expiration of the 2-year and 1-year
holding periods, I understand that I will be treated for federal income tax
purposes as having received income only at the time of such disposition, and
that such income will be taxed as ordinary income only to the extent of an
amount equal to the lesser of (1) the excess of the fair market value of the
shares at the time of such disposition over the purchase price which I paid for
the shares, or (2) 15% of the fair market value of the shares on the first day
of the Offering Period. The remainder of the gain, if any, recognized on such
disposition will be taxed as capital gain.

7. I hereby agree to be bound by the terms of the Employee Stock Purchase Plan.
The effectiveness of this Subscription Agreement is dependent upon my
eligibility to participate in the Employee Stock Purchase Plan.

8. In the event of my death, I hereby designate the following as my
beneficiary(ies) to receive all payments and shares due me under the Employee
Stock Purchase Plan:

Primary Beneficiary (please print):_____________________________________________
                                   (First)          (Middle          (Last)
                                                    Initial)
Relationship: _______________ Percentage Distribution (if Applicable): _________

Beneficiary's Address:      ____________________________________________________
(include City, State, Zip)
                            ____________________________________________________

Contingent or Other Beneficiary (please print): ________________________________
                                                (First)    (Middle    (Last)
                                                           Initial)

Relationship: _______________ Percentage Distribution (if Applicable): _________

Beneficiary's Address:      ____________________________________________________
(include City, State, Zip)
                            ____________________________________________________


SIGNATURE OF SPOUSE: ___________________________________________________________
                            (Required if spouse is not named beneficiary)



<PAGE>

I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.


Dated: ______________________           ________________________________________
                                        Signature of Employee



                                    EXHIBIT B

                            BAM! ENTERTAINMENT, INC.
                        2001 EMPLOYEE STOCK PURCHASE PLAN
                              NOTICE OF WITHDRAWAL

The undersigned participant in the Offering Period of the BAM! Entertainment,
Inc. 2001 Employee Stock Purchase Plan which began on ________________________ ,
(the "Enrollment Date") hereby notifies the Company that he or she hereby
withdraws from the Offering Period. He or she hereby directs the Company to pay
to the undersigned as promptly as practicable all the payroll deductions
credited to his or her account with respect to such Offering Period. The
undersigned understands and agrees that his or her option for such Offering
Period will be automatically terminated. The undersigned understands further
that no further payroll deductions will be made for the purchase of shares in
the current Offering Period and the undersigned shall be eligible to participate
in succeeding Offering Periods only by delivering to the Company a new
Subscription Agreement.




                                       Name: ___________________________________

                                       Address: ________________________________

                                       Social Security #: ______________________

                                       Signature: ______________________________

                                       Date: ___________________________________