<PAGE>

                                                                   EXHIBIT 10.46



                         EXECUTIVE EMPLOYMENT AGREEMENT

        This Agreement, dated as of January 21, 2002 (the "Effective Date"), is
between BAM! Entertainment, Inc., a Delaware corporation, (the "Company") and
Bernard Stolar, an individual ("Employee").

        1. Term

           a. Basic Term: The Company shall employ Employee for the period
commencing on the Effective Date and ending upon the earlier of (i) two (2)
year(s) from the Effective Date (the "Term Date"), as extended under Section
1(b); or (ii) the date upon which the employment is terminated in accordance
with Section 4 or 5.

           b. Renewal: Employee's employment will be renewed automatically for
an additional one (1) year period (without any action by either party) on the
Term Date and on each anniversary thereof, unless one party gives to the other
written notice sixty (60) days in advance of the beginning of any one-year
renewal period that the employment is to be terminated. Either party may elect
not to renew this Agreement with or without cause, in which case Employee shall
not be entitled to any Severance. Nothing stated in this Agreement or
represented orally or in writing to either party shall create an obligation to
renew this Agreement.

        2. Position and Responsibilities

           a. Position: Employee shall hold the titles of President & Chief
Operating Officer and shall report directly to the Chief Executive Officer.
Employee's duties and responsibilities shall be worldwide sales and marketing,
worldwide product development, global operations commensurate with his position
as COO, and, together with the Chief Executive Officer, the Chairman of the
Board and the Vice Chairman, corporate strategy ("Core Duties") and such
additional duties as reasonably assigned to Employee by the Chief Executive
Officer ("Additional Duties"). Employee shall abide by the Company's rules,
regulations, and practices as they may from time-to-time be adopted or modified.

           b. Other Activities: Except upon the prior written consent of the
Company, Employee will not, during the term of this Agreement, (i) accept any
other employment, or (ii) engage, directly or indirectly, in any other business
activity (whether or not pursued for pecuniary advantage) that might interfere
with Employee's duties and responsibilities hereunder or create a conflict of
interest with the Company.

           c. No Conflict: Employee represents and warrants that Employee's
execution of this Agreement, his or her employment with the Company, and the
performance of his or her proposed duties under this Agreement shall not violate
any obligations Employee may have to any other employer, person or entity,
including any obligations with respect to proprietary or confidential
information of any other person or entity.




                                       1
<PAGE>

        3. Compensation and Benefits

           a. Base Salary: In consideration of the services to be rendered under
this Agreement, the Company shall pay Employee a salary at the rate of $225,000
Dollars per year ("Base Salary"). The Base Salary shall be paid in accordance
with the Company's regularly established payroll practices. Employee's Base
Salary will be reviewed at least annually in accordance with the Company's
established procedures for adjusting salaries for similarly situated employees
and may be increased in the sole discretion of the Company's Compensation
Committee. The Base Salary may not be decreased , except upon a mutual written
agreement between the parties.

           b. Bonus: Employee shall be eligible for any bonus program or plan
that is established by the Company for similarly situated employees. The
Company's Compensation Committee, in its sole discretion, may establish a bonus
program or plan for Employee.

           c. Stock Options: Employee will be granted an option to purchase
250,000 shares of the Company's Common Stock at a price equal to $3.25 per share
(which is the closing price on January 22, 2002) (the "Option"). The Option
shall be subject to the following vesting schedule--one-third shall vest at the
end of the first year, another one-third shall vest at the end of the second
year and the remaining one-third shall vest at the end of the third year--and
shall be subject to the other terms and conditions of the Stock Option Agreement
attached as Exhibit A. The Option shall also be subject to immediate accelerated
vesting in the event of certain terminations or a Corporate Transaction, as set
forth in Exhibit A. The Company's Compensation Committee, in its sole
discretion, may grant Employee one or more additional stock options or other
equity rights in the future.

           d. Benefits: The Company will provide Employee with medical, dental,
eye-care, disability and life insurance benefits in accordance with the benefit
plans established by the Company for similarly-situated executives (as may be
amended from time to time in the Company's sole discretion) and will pay all
premiums for coverage of Employee and his family. The Company shall also provide
Employee with at least five weeks of paid vacation leave annually, which shall
accrue monthly (i.e., 2 1/12th days shall accrue each month) and shall be
governed by the Company's regular policies and practices regarding vacation
leave (as may be amended from time to time in the Company's sole discretion).
Employee shall also be eligible to participate in any additional benefits made
generally available by the Company to similarly-situated employees, in
accordance with the benefit plans established by the Company, which may be
amended or terminated at any time in the Company's sole discretion.

           e. Expenses: The Company shall reimburse Employee for all reasonable
business expenses incurred in the performance of his or her duties hereunder in
accordance with the Company's expense reimbursement guidelines.

           f. Indemnification: The Company agrees to defend and indemnify
Employee against any liability that Employee incurs within the scope of his
employment with the Company to the fullest extent permitted by the Company's
certificate of incorporation and by-laws and




                                       2
<PAGE>

Delaware corporation's law. The Company agrees to provide Employee with
Director's and Officer's liability insurance coverage. The Company agrees to
defend and indemnify Employee and hold Employee harmless against any liability
caused by all personal guarantees or other personal obligations that Employee
made during his employment with respect to any debts of the Company.

        4. Terminations By Company

           a. At-Will Termination By Company: The Company may terminate
Employee's employment with the Company at any time, without any advance notice,
for any reason, including no reason at all, notwithstanding anything to the
contrary contained in or arising from any statements, policies, or practices of
the Company relating to the employment, discipline, or termination of its
employees, subject to any severance payment required by Section 4(b).
Thereafter, all obligations of the Company under this Agreement shall cease,
except as provided in Section 6.

           b. Severance: Except in situations where Employee's employment is
terminated for Cause, in the event that the Company terminates Employee's
employment at any time, Employee will receive the following: (i) an amount equal
to eighteen (18) months of Employee's then-current Base Salary ("Severance")
payable as follows: 50% of the Severance shall be paid as a lump sum within a
reasonable period following the termination date (but not more than sixty (60)
days unless agreed by Employee) and 50% of the Severance will be paid as salary
continuation for twelve (12) months following the termination date; and (ii)
reimbursement for any COBRA payments made by Employee for COBRA coverage during
the twelve (12) months following the termination date. Employee shall not be
entitled to any severance payments or benefit continuation if Employee's
employment is terminated for Cause or if Employee's employment is terminated by
Employee at-will under Section 5(a).

           c. Termination For Cause: For purposes of this Agreement, "Cause"
shall mean: (i) Employee commits a crime involving dishonesty, breach of trust,
or physical harm to any person; (ii) Employee willfully engages in conduct that
is in bad faith and materially injurious to the Company, including but not
limited to, misappropriation of trade secrets, fraud or embezzlement; (iii)
Employee commits a material breach of this Agreement, which breach is not cured
within twenty (20) days after written notice to Employee from the Company; (iv)
Employee willfully fails to implement or follow a reasonable and lawful policy
or directive of the Company, which breach is not cured within twenty (20) days
after written notice to Employee from the Company; or (v) Employee engages in a
pattern of failure to perform job duties diligently and professionally, which
pattern is not cured within twenty (20) days after written notice to Employee
from the Company. Prior to the date of any termination for Cause, the Company's
Board of Directors shall meet and the Employee shall have an opportunity to
present to the Board any information relevant to the event constituting Cause,
unless waived by Employee. The Company may terminate Employee's employment for
Cause at any time, without any additional advance notice beyond the expiration
of the cure period. The Company shall pay to Employee all compensation to which
Employee is entitled up through the date of termination, and thereafter, all of
the Company's obligations under this Agreement shall cease, except as provided
in Section 6.




                                       3
<PAGE>

           d. By Disability: If Employee becomes eligible for the Company's long
term disability benefits or if, in the reasonable opinion of the Company's Board
of Directors, Employee shall be unable to carry out the responsibilities and
functions of the position held by Employee by reason of any physical or mental
impairment for more than ninety (90) consecutive days or more than one hundred
and twenty (120) days in any twelve-month period, then, to the extent permitted
by law, the Company may terminate Employee's employment. The Company shall pay
to Employee all compensation to which Employee is entitled up through the date
of termination, plus the Severance and benefit continuation required by Section
4(b) above, and thereafter, all of the Company's obligations under this
Agreement shall cease, except as provided in Section 6. Nothing in this Section
shall affect Employee's rights under any disability plan in which he or she is a
participant.

        5. Termination By Employee

           a. At-Will Termination By Employee: Employee may terminate his/her
employment with the Company at any time for any reason, including no reason at
all, upon sixty (60) days advance written notice. The Company shall have the
option, in its sole discretion, to make Employee's termination effective at any
time prior to the end of such notice period as long as the Company provides
Employee with all compensation to which he is entitled up through the last day
of the sixty (60) day notice period. Thereafter, all obligations of the Company
under this Agreement shall cease, except as provided in Section 6.

           b. By Death: Employee's employment shall terminate automatically upon
his or her death. The Company shall pay to Employee's beneficiaries or estate,
as appropriate, any compensation then due and owing, plus the Severance required
by Section 4(b) above. Thereafter, all obligations of the Company under this
Agreement shall cease, except as provided in Section 6. Nothing in this Section
shall affect any entitlement of Employee's heirs to the benefits of any life
insurance plan or other applicable benefits.

           c. Termination for Good Reason: Employee's termination shall be for
"Good Reason" if Employee provides written notice to the Company of the Good
Reason within six (6) months of the event constituting Good Reason, or as soon
as the event becomes known to Employee, whichever is later, and provides the
Company with a period of twenty (20) days to cure the Good Reason and the
Company fails to cure the Good Reason within that period. For purposes of this
Agreement, "Good Reason" shall mean any of the following events if the event is
effected by the Company or third-parties without Employee's consent: (i) a
change in Employee's title, position, reporting or job duties with Company which
materially reduces Employee's level of responsibility), except for any reduction
for Cause (as defined above) or the reduction or elimination of Additional
Duties; (ii) a material reduction in Employee's Base Salary or other component
of compensation and benefits, except for changes to the Company's generally
applicable benefit plans and policies; (iii) a relocation of Employee's
principal place of employment by more than fifty (50) miles; (iv) a material
breach of Company's obligations to Employee; or (v) the closing of any Corporate
Transaction (as defined in Exhibit A). Employee may terminate his/her employment
at any time for Good Reason, in which case Employee will receive the Severance
and benefit continuation required by Section 4(b) above. Thereafter, all
obligations of the Company under this Agreement shall cease, except as provided
in Section 6.




                                       4
<PAGE>

        6. Termination Obligations

           a. Employee agrees that all property, including, without limitation,
all equipment, tangible proprietary information, documents, records, notes,
contracts, and computer-generated materials provided to or prepared by Employee
incident to his or her employment belong to the Company and shall be promptly
returned to the Company upon termination of Employee's employment.

           b. Upon termination of Employee's employment, Employee shall be
deemed to have resigned from all offices and directorships then held with the
Company. Following any termination of employment, Employee shall cooperate with
the Company in the winding up or transferring to other employees of any pending
work and shall also cooperate with the Company in the defense of any action
brought by any third party against the Company that relates to Employee's
employment by the Company.

           c. Employee agrees that following termination of his or her
employment, Employee shall not access or use any of the Company's computer
systems, e-mail systems, voicemail systems, intranet system or other system,
except as authorized by the Company in writing.

           d. The Company agrees that immediately following termination of
Employee's employment, the Company will take all steps reasonably necessary to
release Employee from all personal guarantees or other personal obligations that
Employee made with respect to any debts of the Company.

           e. The Company and Employee agree that their obligations under this
Section as well as Sections 3(f), 7 (including Exhibit B) and 8 shall survive
the termination of employment and the expiration of this Agreement.

           f. In addition to the amounts payable as Severance and continuation
benefits, Company shall pay Employee a tax equalization payment in accordance
with this subsection. The tax equalization payment shall be in an amount which,
when added to the other amounts payable to Employee, will place Employee in the
same after-tax position as if the excise tax penalty of Section 4999 of the
Internal Revenue Code of 1986, as amended (the "Code"), or any successor statute
of similar import, did not apply to any of the amounts payable as a result of
golden parachute or similar payments, including any amounts paid under this
subsection (f). The amount of this tax equalization payment shall be determined
by Company's independent accountants and shall be payable to Employee within
thirty (30) days of termination.

        7. Inventions and Proprietary Information

           a. Employee agrees to execute and be bound by the terms of the
Company's Proprietary Information and Inventions Agreement, which is attached as
Exhibit B.




                                       5
<PAGE>

           b. Employee acknowledges that because of his/her position in the
Company, Employee will have access to intellectual property and confidential
information. During the term of his or her employment (plus any period in which
the Company is paying the Employee Severance) and for one (1) year thereafter,
Employee shall not, for Employee or any third party, directly or indirectly, (i)
interfere with any business of any kind in which the Company (or any affiliate)
is engaged, including, without limitation, diverting or attempting to divert any
of its suppliers or customers, or (ii) solicit, induce, recruit or encourage any
person employed by the Company to leave their employment.

        8. Dispute Resolution

           a. The parties agree that any suit, action, or proceeding between
Employee (and his or her attorneys, successors, and assigns) and the Company
(and its affiliates, shareholders, directors, officers, employees, members,
agents, successors, attorneys, and assigns) relating in any manner whatsoever to
Employee's employment or termination of that employment shall be brought in
either the United States District Court for the Northern District of California
or in a California state court in the County of Santa Clara and that the parties
shall submit to the jurisdiction of such court. The parties irrevocably waive,
to the fullest extent permitted by law, any objection the party may have to the
laying of venue for any such suit, action or proceeding brought in such court.
If any one or more provisions of this Section shall for any reason be held
invalid or unenforceable, it is the specific intent of the parties that such
provisions shall be modified to the minimum extent necessary to make it or its
application valid and enforceable.

           b. Employee acknowledges that he/she is obligated under this
Agreement to render services of a special, unique, unusual, extraordinary and
intellectual character, thereby giving this Agreement peculiar value so that the
loss thereof cannot be reasonably or adequately compensated in damages in an
action at law. Accordingly, in addition to other remedies provided by law, the
Company shall have the right during the term of this Agreement to compel
specific performance by the Employee.

        9. Entire Agreement

           This Agreement is intended to be the final, complete, and exclusive
statement of the terms of Employee's employment by the Company and may not be
contradicted by evidence of any prior or contemporaneous statements or
agreements, except for agreements specifically referenced herein (including the
Stock Option Agreement, attached as Exhibit A, and the Company's Proprietary
Information and Inventions Agreement, attached as Exhibit B).

       10. Amendments; Waivers

           This Agreement may not be amended except by a writing signed by
Employee and by a duly authorized representative of the Company other than
Employee. Failure to exercise any right under this Agreement shall not
constitute a waiver of such right.




                                       6
<PAGE>

        11. Assignment

        Employee agrees that Employee will not assign any rights or obligations
under this Agreement. Nothing in this Agreement shall prevent the consolidation,
merger or sale of the Company or a sale of all or substantially all of its
assets.

        12. Severability

        If any provision of this Agreement shall be held by a court or
arbitrator to be invalid, unenforceable, or void, such provision shall be
enforced to the fullest extent permitted by law, and the remainder of this
Agreement shall remain in full force and effect. In the event that the time
period or scope of any provision is declared by a court or arbitrator of
competent jurisdiction to exceed the maximum time period or scope that such
court or arbitrator deems enforceable, then such court or arbitrator shall
reduce the time period or scope to the maximum time period or scope permitted by
law.

        13. Taxes

        All amounts paid under this Agreement (including, without limitation,
Base Salary and Severance) shall be paid less all applicable state and federal
tax withholdings. To the extent Employee is or may be subject to one or more
foreign tax obligations, the Company agrees to reasonably cooperate with
Employee to maximize Employee's after tax income.

        14. Governing Law

        This Agreement shall be governed by and construed in accordance with the
laws of the State of California.

        15. Interpretation

        This Agreement shall be construed as a whole, according to its fair
meaning, and not in favor of or against any party. Captions are used for
reference purposes only and should be ignored in the interpretation of the
Agreement.

        16. Binding Agreement

        Each party represents and warrants to the other that the person(s)
signing this Agreement below has authority to bind the party to this Agreement
and that this Agreement will legally bind both the Company and Employee. This
Agreement will be binding upon and benefit the parties and their heirs,
administrators, executors, successors and permitted assigns. To the extent that
the practices, policies, or procedures of the Company, now or in the future, are
inconsistent with the terms of this Agreement, the provisions of this Agreement
shall control. Any subsequent change in Employee's duties or compensation will
not affect the validity or scope of the remainder of this Agreement.




                                       7
<PAGE>

        17. Employee Acknowledgment

        Employee acknowledges Employee has had the opportunity to consult legal
counsel concerning this Agreement, that Employee has read and understands the
Agreement, that Employee is fully aware of its legal effect, and that Employee
has entered into it freely based on his or her own judgment and not on any
representations or promises other than those contained in this Agreement.

        18. Date of Agreement

        The parties have duly executed this Agreement as of the date first
written above.



BAM! Entertainment, Inc.,
a Delaware corporation:                     EMPLOYEE:



By: /S/  RAYMOND C. MUSCI                    /S/  BERNARD STOLAR
   -------------------------------------    ------------------------------------
         Name:  Raymond C. Musci                   Bernard Stolar
         Title: Chief Executive Officer




                                       8
<PAGE>

                                    EXHIBIT A

                            BAM! ENTERTAINMENT, INC.

                    NOTICE OF NONQUALIFIED STOCK OPTION AWARD



        Grantee's Name and Address:         Bernard Stolar

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

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


        You have been granted an option to purchase shares of Common Stock,
subject to the terms and conditions of this Notice of Stock Option Award (the
"Notice") and the Stock Option Award Agreement (the "Option Agreement") attached
hereto, as follows. This Option is intended to be a Non-Qualified Stock Option.
This Option is not pursuant to the BAM! Entertainment, Inc.'s 2000 Stock
Incentive Plan (the "Plan"). Unless otherwise defined herein, the defined terms
in this Notice and the Option Agreement shall have the defined meanings set
forth in Exhibit B.

        Date of Award                       January 22, 2002

        Vesting Commencement Date           January 21, 2002

        Exercise Price per Share            $3.25

        Total Number of Shares Subject
        to the Option (the "Shares")        250,000

        Total Exercise Price                $812,500

        Type of Option:                     Non-Qualified Stock Option

        Expiration Date:                    January 22, 2012

        Post-Termination Exercise Period:   Three (3) Months


Vesting Schedule:

Subject to Grantee's Continuous Service and other limitations set forth in this
Notice and the Option Agreement, the Option may be exercised, in whole or in
part, in accordance with the following schedule:

        1/3 of the Shares subject to the Option shall vest on each anniversary
of the Vesting Commencement Date.

        During any authorized leave of absence, the vesting of the Option as
provided in this schedule shall cease after the leave of absence exceeds a
period of ninety (90) days. Vesting of the Option shall resume upon the
Grantee's termination of the leave of absence and return to service to the
Company or a Related Entity.




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<PAGE>

        Except as set forth below, in the event of the Grantee's change in
status from Employee to Consultant or from an Employee whose customary
employment is 20 hours or more per week to an Employee whose customary
employment is fewer than 20 hours per week, vesting of the Option shall continue
only to the extent determined by the Administrator as of such change in status.

        In the event the Company terminates Grantee's Continuous Service as an
Employee and Grantee has not engaged in conduct during Grantee's Continuous
Service that would constitute Cause (as determined in accordance with the
then-effective Employment Agreement between Grantee and the Company), the Option
shall automatically become fully vested on the effective date of such
termination. For the purpose of this Option, a termination by the Company of
Grantee's Continuous Service shall include (but not be limited to) a termination
by Grantee for Good Reason (as determined in accordance with the then-effective
Employment Agreement between Grantee and the Company).

        In addition, the Option automatically shall become fully vested
immediately prior to the closing of any Corporate Transaction.

        IN WITNESS WHEREOF, the Company and the Grantee have executed this
Notice and agree that the Option is to be governed by the terms and conditions
of this Notice and the Option Agreement.


                               BAM! Entertainment, Inc., a Delaware corporation



                               By: ---------------------------------------------
                                      Raymond C.  Musci, Chief Executive Officer


THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE SHARES SUBJECT TO THE OPTION SHALL
VEST, IF AT ALL, ONLY DURING THE PERIOD OF THE GRANTEE'S CONTINUOUS SERVICE (NOT
THROUGH THE ACT OF BEING HIRED, BEING GRANTED THE OPTION OR ACQUIRING SHARES
HEREUNDER). THE GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS
NOTICE OR THE OPTION AGREEMENT SHALL CONFER UPON THE GRANTEE ANY RIGHT WITH
RESPECT TO FUTURE AWARDS OR CONTINUATION OF GRANTEE'S CONTINUOUS SERVICE, NOR
SHALL IT INTERFERE IN ANY WAY WITH THE GRANTEE'S RIGHT OR THE RIGHT OF THE
GRANTEE'S EMPLOYER TO TERMINATE GRANTEE'S CONTINUOUS SERVICE, WITH OR WITHOUT
CAUSE, AND WITH OR WITHOUT NOTICE.

        The Grantee acknowledges receipt of the Option Agreement and represents
that he or she is familiar with the terms and provisions thereof, and hereby
accepts the Option subject to all of the terms and provisions hereof. The
Grantee has reviewed this Notice and the Option Agreement in their entirety, has
had an opportunity to obtain the advice of counsel prior to executing this
Notice, and fully understands all provisions of this Notice and the Option
Agreement. The Grantee hereby agrees that all disputes arising out of or
relating to this Notice




                                       2
<PAGE>

and the Option Agreement shall be resolved in accordance with Section 17 of the
Option Agreement. The Grantee further agrees to notify the Company upon any
change in the residence address indicated in this Notice.



Dated: ______________________        Signed: ___________________________________
                                             Bernard Stolar






                                       3
<PAGE>

                            BAM! ENTERTAINMENT, INC.

                          STOCK OPTION AWARD AGREEMENT


        1. Grant of Option. BAM! Entertainment, Inc., a Delaware corporation
(the "Company"), hereby grants to the Grantee (the "Grantee") named in the
Notice of Stock Option Award (the "Notice"), an option (the "Option") to
purchase the Total Number of Shares of Common Stock subject to the Option (the
"Shares") set forth in the Notice, at the Exercise Price per Share set forth in
the Notice (the "Exercise Price") subject to the terms and provisions of the
Notice and this Stock Option Award Agreement (the "Option Agreement"), which are
incorporated herein by reference.

        If designated in the Notice as an Incentive Stock Option, the Option is
intended to qualify as an Incentive Stock Option as defined in Section 422 of
the Code. However, notwithstanding such designation, to the extent that the
aggregate Fair Market Value of Shares subject to Options designated as Incentive
Stock Options which become exercisable for the first time by the Grantee during
any calendar year (under all plans of the Company or any Parent or Subsidiary)
exceeds $100,000, such excess Options, to the extent of the Shares covered
thereby in excess of the foregoing limitation, shall be treated as Non-Qualified
Stock Options. For this purpose, Incentive Stock Options shall be taken into
account in the order in which they were granted, and the Fair Market Value of
the Shares shall be determined as of the date the Option with respect to such
Shares is awarded.

        2. Exercise of Option.

           (a) Right to Exercise. The Option shall be exercisable during its
term in accordance with the Vesting Schedule set out in the Notice and with the
applicable provisions of this Option Agreement. In the event of a Corporate
Transaction, each Award will terminate upon the consummation of the Corporate
Transaction, unless the Award is assumed by the successor corporation or Parent
thereof in connection with the Corporate Transaction. Except as provided
otherwise in an individual Award Agreement, in the event of any Corporate
Transaction there will not be any acceleration of vesting or exercisability of
any Award. No partial exercise of the Option may be for less than the lesser of
five percent (5%) of the total number of Shares subject to the Option or the
remaining number of Shares subject to the Option. In no event shall the Company
issue fractional Shares.

           (b) Method of Exercise. The Option shall be exercisable only by
delivery of an Exercise Notice (attached as Exhibit A) which shall state the
election to exercise the Option, the whole number of Shares in respect of which
the Option is being exercised, and such other provisions as may be required by
the Administrator. The Exercise Notice shall be signed by the Grantee and shall
be delivered in person, by certified mail, or by such other method as determined
from time to time by the Administrator to the Company accompanied by payment of
the Exercise Price. The Option shall be deemed to be exercised upon receipt by
the Company of such written notice accompanied by the Exercise Price, which, to
the extent selected, shall be deemed to be satisfied by use of the broker-dealer
sale and remittance procedure to pay the Exercise Price provided in Section
4(d), below.




                                       1
<PAGE>

           (c) Taxes. No Shares will be delivered to the Grantee or other person
pursuant to the exercise of the Option until the Grantee or other person has
made arrangements acceptable to the Administrator for the satisfaction of
applicable income tax, employment tax, and social security tax withholding
obligations, including, without limitation, obligations incident to the receipt
of Shares or the disqualifying disposition of Shares received on exercise of an
Incentive Stock Option. Upon exercise of the Option, the Company or the
Grantee's employer may offset or withhold (from any amount owed by the Company
or the Grantee's employer to the Grantee) or collect from the Grantee or other
person an amount sufficient to satisfy such tax obligations and/or the
employer's withholding obligations.

        3. Grantee's Representations. The Grantee understands that neither the
Option nor the Shares exercisable pursuant to the Option have been registered
under the Securities Act of 1933, as amended or any United States securities
laws.

        4. Method of Payment. Payment of the Exercise Price shall be made by any
of the following, or a combination thereof, at the election of the Grantee;
provided, however, that such exercise method does not then violate any
Applicable Law:

           (a) cash;

           (b) check;

           (c) surrender of Shares or delivery of a properly executed form of
attestation of ownership of Shares as the Administrator may require (including
withholding of Shares otherwise deliverable upon exercise of the Option) which
have a Fair Market Value on the date of surrender or attestation equal to the
aggregate Exercise Price of the Shares as to which the Option is being exercised
(but only to the extent that such exercise of the Option would not result in an
accounting compensation charge with respect to the Shares used to pay the
exercise price); or

           (d) payment through a broker-dealer sale and remittance procedure
pursuant to which the Grantee (i) shall provide written instructions to a
Company designated brokerage firm to effect the immediate sale of some or all of
the purchased Shares and remit to the Company, out of the sale proceeds
available on the settlement date, sufficient funds to cover the aggregate
exercise price payable for the purchased Shares and (ii) shall provide written
directives to the Company to deliver the certificates for the purchased Shares
directly to such brokerage firm in order to complete the sale transaction.

        5. Restrictions on Exercise. The Option may not be exercised if the
issuance of the Shares subject to the Option upon such exercise would constitute
a violation of any Applicable Laws.

        6. Termination or Change of Continuous Service. In the event the
Grantee's Continuous Service TERMINATES, the Grantee may, to the extent
otherwise so entitled at the date of such termination (the "Termination Date"),
exercise the Option during the Post-Termination Exercise Period. In no event
shall the Option be exercised later than the Expiration Date set forth




                                       2
<PAGE>

in the Notice. In the event of the Grantee's change in status from Employee,
Director or Consultant to any other status of Employee, Director or Consultant,
the Option shall remain in effect and, except to the extent otherwise determined
by the Administrator, continue to vest; provided, however, with respect to any
Incentive Stock Option that shall remain in effect after a change in status from
Employee to Director or Consultant, such Incentive Stock Option shall cease to
be treated as an Incentive Stock Option and shall be treated as a Non-Qualified
Stock Option on the day three (3) months and one (1) day following such change
in status. Except as provided in Sections 7 and 8 below, to the extent that the
Grantee is not entitled to exercise the Option on the Termination Date, or if
the Grantee does not exercise the Option within the Post-Termination Exercise
Period, the Option shall terminate.

        7. Disability of Grantee. In the event the Grantee's Continuous Service
terminates as a result of his or her Disability, the Grantee may, but only
within twelve (12) months from the Termination Date (and in no event later than
the Expiration Date), exercise the Option to the extent he or she was otherwise
entitled to exercise it on the Termination Date; provided, however, that if such
Disability is not a "disability" as such term is defined in Section 22(e)(3) of
the Code and the Option is an Incentive Stock Option, such Incentive Stock
Option shall cease to be treated as an Incentive Stock Option and shall be
treated as a Non-Qualified Stock Option on the day three (3) months and one (1)
day following the Termination Date. To the extent that the Grantee is not
entitled to exercise the Option on the Termination Date, or if the Grantee does
not exercise the Option to the extent so entitled within the time specified
herein, the Option shall terminate.

        8. Death of Grantee. In the event of the termination of the Grantee's
Continuous Service as a result of his or her death, or in the event of the
Grantee's death during the Post-Termination Exercise Period or during the twelve
(12) month period following the Grantee's Termination of Continuous Service as a
result of his or her Disability, the Grantee's estate, or a person who acquired
the right to exercise the Option by bequest or inheritance, may exercise the
Option, but only to the extent the Grantee could exercise the Option at the date
of termination, within twelve (12) months from the date of death (but in no
event later than the Expiration Date). To the extent that the Grantee is not
entitled to exercise the Option on the date of death, or if the Option is not
exercised to the extent so entitled within the time specified herein, the Option
shall terminate.

        9. Transferability of Option. The Option, if an Incentive Stock Option,
may not be transferred in any manner other than by will or by the laws of
descent and distribution and may be exercised during the lifetime of the Grantee
only by the Grantee. The Option, if a Non-Qualified Stock Option may be
transferred by will, by the laws of descent and distribution, and to the extent
and in the manner authorized by the Administrator, to members of the Grantee's
immediate family (as determined by the Administrator), to an estate planning
trust of the Grantee or pursuant to a domestic relations order. The terms of the
Option shall be binding upon the executors, administrators, heirs and successors
of the Grantee.

        10. Term of Option. The Option may be exercised no later than the
Expiration Date set forth in the Notice or such earlier date as otherwise
provided herein.




                                       3
<PAGE>

        11. Stop-Transfer Notices. In order to ensure compliance with the
restrictions on transfer set forth in this Option Agreement or the Notice, the
Company may issue appropriate "stop transfer" instructions to its transfer
agent, if any, and, if the Company transfers its own securities, it may make
appropriate notations to the same effect in its own records.

        12. Refusal to Transfer. The Company shall not be required (i) to
transfer on its books any Shares that have been sold or otherwise transferred in
violation of any of the provisions of this Option Agreement or (ii) to treat as
owner of such Shares or to accord the right to vote or pay dividends to any
purchaser or other transferee to whom such Shares shall have been so
transferred.

        13. Tax Consequences. Set forth below is a brief summary as of the date
of this Option Agreement of some of the federal tax consequences of exercise of
the Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY
INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE GRANTEE
SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THE OPTION OR DISPOSING OF THE
SHARES.

            (a) Exercise of Incentive Stock Option. If the Option qualifies as
an Incentive Stock Option, there will be no regular federal income tax liability
upon the exercise of the Option, although the excess, if any, of the Fair Market
Value of the Shares on the date of exercise over the Exercise Price will be
treated as income for purposes of the alternative minimum tax for federal tax
purposes and may subject the Grantee to the alternative minimum tax in the year
of exercise.

            (b) Exercise of Incentive Stock Option Following Disability. If the
Grantee's Continuous Service terminates as a result of Disability that is not
total and permanent disability as defined in Section 22(e)(3) of the Code, to
the extent permitted on the date of termination, the Grantee must exercise an
Incentive Stock Option within three (3) months of such termination for the
Incentive Stock Option to be qualified as an Incentive Stock Option.

            (c) Exercise of Non-Qualified Stock Option. On exercise of a
Non-Qualified Stock Option, the Grantee will be treated as having received
compensation income (taxable at ordinary income tax rates) equal to the excess,
if any, of the Fair Market Value of the Shares on the date of exercise over the
Exercise Price. If the Grantee is an Employee or a former Employee, the Company
will be required to withhold from the Grantee's compensation or collect from the
Grantee and pay to the applicable taxing authorities an amount in cash equal to
a percentage of this compensation income at the time of exercise, and may refuse
to honor the exercise and refuse to deliver Shares if such withholding amounts
are not delivered at the time of exercise.

            (d) Disposition of Shares. In the case of a Non-Qualified Stock
Option, if Shares are held for more than one year, any gain realized on
disposition of the Shares will be treated as long-term capital gain for federal
income tax purposes and subject to tax at a maximum rate of 20%. In the case of
an Incentive Stock Option, if Shares transferred pursuant to the Option are held
for more than one year after receipt of the Shares and are disposed more than
two years




                                       4
<PAGE>

after the Date of Award, any gain realized on disposition of the Shares also
will be treated as capital gain for federal income tax purposes and subject to
the same tax rates and holding periods that apply to Shares acquired upon
exercise of a Non-Qualified Stock Option. If Shares purchased under an Incentive
Stock Option are disposed of prior to the expiration of such one-year or
two-year periods, any gain realized on such disposition will be treated as
compensation income (taxable at ordinary income rates) to the extent of the
difference between the Exercise Price and the lesser of (i) the Fair Market
Value of the Shares on the date of exercise, or (ii) the sale price of the
Shares.

        14. Lock-Up Agreement.

            (a) Agreement. The Grantee, if requested by the Company and the lead
underwriter of any public offering of the Common Stock or other securities of
the Company (the "Lead Underwriter"), hereby irrevocably agrees not to sell,
contract to sell, grant any option to purchase, transfer the economic risk of
ownership in, make any short sale of, pledge or otherwise transfer or dispose of
any interest in any Common Stock or any securities convertible into or
exchangeable or exercisable for or any other rights to purchase or acquire
Common Stock (except Common Stock included in such public offering or acquired
on the public market after such offering) during the 180-day period following
the effective date of a registration statement of the Company filed under the
Securities Act of 1933, as amended, or such shorter period of time as the Lead
Underwriter shall specify. The Grantee further agrees to sign such documents as
may be requested by the Lead Underwriter to effect the foregoing and agrees that
the Company may impose stop-transfer instructions with respect to such Common
Stock subject until the end of such period. The Company and the Grantee
acknowledge that each Lead Underwriter of a public offering of the Company's
stock, during the period of such offering and for the 180-day period thereafter,
is an intended beneficiary of this Section 14.

            (b) No Amendment Without Consent of Underwriter. During the period
from identification as a Lead Underwriter in connection with any public offering
of the Company's Common Stock until the earlier of (i) the expiration of the
lock-up period specified in Section 14(a) in connection with such offering or
(ii) the abandonment of such offering by the Company and the Lead Underwriter,
the provisions of this Section 14 may not be amended or waived except with the
consent of the Lead Underwriter.

        15. Entire Agreement: Governing Law. The Notice and this Option
Agreement constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and the Grantee with respect to the subject matter
hereof, and may not be modified adversely to the Grantee's interest except by
means of a writing signed by the Company and the Grantee. Nothing in the Notice
and this Option Agreement (except as expressly provided therein) is intended to
confer any rights or remedies on any persons other than the parties. The Notice
and this Option Agreement are to be construed in accordance with and governed by
the internal laws of the State of California (as permitted by Section 1646.5 of
the California Civil Code, or any similar successor provision) without giving
effect to any choice of law rule that would cause the application of the laws of
any jurisdiction other than the internal laws of the State of California to the
rights and duties of the parties. Should any provision of the Notice or this
Option Agreement be determined by a court of




                                       5
<PAGE>

law to be illegal or unenforceable, such provision shall be enforced to the
fullest extent allowed by law and the other provisions shall nevertheless remain
effective and shall remain enforceable.

        16. Headings. The captions used in the Notice and this Option Agreement
are inserted for convenience and shall not be deemed a part of the Option for
construction or interpretation.

        17. Dispute Resolution. The provisions of this Section 17 shall be the
exclusive means of resolving disputes arising out of or relating to the Notice
and this Option Agreement. The Company, the Grantee, and the Grantee's assignees
(the "parties") shall attempt in good faith to resolve any disputes arising out
of or relating to the Notice and this Option Agreement by negotiation between
individuals who have authority to settle the controversy. Negotiations shall be
commenced by either party by notice of a written statement of the party's
position and the name and title of the individual who will represent the party.
Within thirty (30) days of the written notification, the parties shall meet at a
mutually acceptable time and place, and thereafter as often as they reasonably
deem necessary, to resolve the dispute. If the dispute has not been resolved by
negotiation, the parties agree that any suit, action, or proceeding arising out
of or relating to the Notice or this Option Agreement shall be brought in the
United States District Court for the Northern District of California (or should
such court lack jurisdiction to hear such action, suit or proceeding, in a
California state court in the County of Santa Clara) and that the parties shall
submit to the jurisdiction of such court. The parties irrevocably waive, to the
fullest extent permitted by law, any objection the party may have to the laying
of venue for any such suit, action or proceeding brought in such court. THE
PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF
ANY SUCH SUIT, ACTION OR PROCEEDING. If any one or more provisions of this
Section 17 shall for any reason be held invalid or unenforceable, it is the
specific intent of the parties that such provisions shall be modified to the
minimum extent necessary to make it or its application valid and enforceable.

        18. Notices. Any notice required or permitted hereunder shall be given
in writing and shall be deemed effectively given upon personal delivery or upon
deposit in the United States mail by certified mail (if the parties are within
the United States) or upon deposit for delivery by an internationally recognized
express mail courier service (for international delivery of notice), with
postage and fees prepaid, addressed to the other party at its address as shown
beneath its signature in the Notice, or to such other address as such party may
designate in writing from time to time to the other party.




                                       6
<PAGE>

                                    EXHIBIT B

            EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT


        In consideration of my employment by BAM! Entertainment, Inc., a
Delaware corporation, (the "Company"), I hereby agree to the following
restrictions placed on my use and development of information, technology, ideas
and inventions:

1.      Proprietary Information.

        (a)    Restrictions on Proprietary Information. I agree that, during my
               employment and after, I will hold the Proprietary Information of
               the Company in strict confidence and will neither use the
               information nor disclose it to anyone, except to the extent
               necessary to carry out my responsibilities as an employee of the
               Company or as specifically authorized in writing by a duly
               authorized officer of the Company. I understand that "Proprietary
               Information" means all information pertaining in any manner to
               the business of the Company or its affiliates, consultants, or
               business associates, unless (i) the information is or becomes
               publicly known through lawful means; (ii) the information was
               part of my general knowledge prior to my employment by the
               Company; or (iii) the information is disclosed to me without
               restriction by a third party who rightfully possesses the
               information and did not learn of it from the Company. This
               definition includes, but is not limited to, (A) the design and
               content of web pages, brochures and collateral; (B) processes,
               techniques, formulas, development tools and methods used to
               develop products and/or provide services to customers and
               information about those products and services; (C) computer
               programs, electronic codes, blueprints, schematics, techniques,
               development tools, processes, computer printouts, design drawings
               and manuals, formulas and improvements; (D) customer lists and
               information about customers, bids, proposals and potential
               customers; (E) information about costs, profits, markets and
               sales; (F) plans for business, marketing, future development and
               new product and service concepts; and (G) employee personnel
               files and information about employee compensation, employee
               benefits, and the Company's organization.

        (b)    Location and Reproduction. I agree to maintain at my workstation
               and/or any other place under my control only such Proprietary
               Information as I have a current "need to know." I agree to return
               to the appropriate person or location Proprietary Information
               once that need to know no longer exists. I also agree not to make
               copies or otherwise reproduce Proprietary Information unless
               there is a legitimate business need for reproduction.

        (c)    Prior Actions and Knowledge. Except as disclosed on Schedule A to
               this Agreement, I do not know anything about the Company's
               business or Proprietary Information, other than information I
               have learned from the Company in the course of being hired and
               employed.




                                       1
<PAGE>

        (d)    Third Party Information. I recognize that the Company has
               received and will receive confidential or proprietary information
               from third parties. I will hold all such information in the
               strictest confidence and will not use the information or disclose
               it to anyone (except as necessary in carrying out my work for the
               Company consistent with the Company's agreement with such third
               party).

        (e)    Interference with Business. I agree that during my employment
               with the Company and for a period of one (1) year after
               termination of my employment with the Company, I shall not,
               directly or indirectly, (i) interfere with any business of any
               kind in which the Company (or any affiliate) is engaged,
               including, without limitation, diverting or attempting to divert
               any of its suppliers or customers, or (ii) solicit, induce,
               recruit or encourage any person employed by the Company to leave
               their employment.

2.      Inventions.

        (a)    Assignment of Inventions. I agree to assign to the Company,
               without further consideration, my entire right, title, and
               interest (throughout the United States and in all foreign
               countries), free and clear of all liens and encumbrances, in and
               to all Inventions. Notwithstanding the foregoing, the Company
               may, in its discretion, agree to provide consideration for
               certain Inventions through a written agreement between the
               Company and the undersigned which specifically provides for such
               consideration; in all other cases, no consideration shall be
               paid. The Inventions shall be the sole property of the Company,
               whether or not copyrightable or patentable. The Invention shall
               be considered a "work made for hire" for the Company as that term
               is used in the Copyright Act. In addition, I agree to maintain
               adequate and current written records on the development of all
               Inventions, which shall also remain the sole property of the
               Company. I understand that "Inventions" means all ideas,
               processes, inventions, technology, designs, formulas,
               discoveries, patents, copyrights, and trademarks, and all
               improvements, rights, and claims related to the foregoing, that
               are conceived, developed, or reduced to practice by me alone or
               with others except Inventions excluded in Schedule A and to the
               extent that California Labor Code Section 2870 lawfully prohibits
               the assignment. I understand that Section 2870(a) provides:

               Any provision in an employment agreement which provides that an
               employee shall assign, or offer to assign, any of his or her
               rights in an invention to his or her employer shall not apply to
               an invention that the employee developed entirely on his or her
               own time without using the employer's equipment, supplies,
               facilities, or trade secret information except for those
               inventions that either:

                      (1)    Relate at the time of conception or reduction to
                             practice of the invention to the employer's
                             business, or actual or demonstrably anticipated
                             research or development of the employer.




                                       2
<PAGE>

                      (2)    Result from any work performed by the employee for
                             the employer.

        (b)    License for Other Inventions. If, in the course of my employment,
               with the Company, I incorporate into Company property an
               invention owned by me or in which I have an interest, the Company
               is granted an exclusive, royalty-free, irrevocable, perpetual,
               worldwide license to make, modify, use and sell my invention as
               part of and in connection with the Company property.

        (c)    Assist With Registration. In the event any Invention shall be
               deemed by the Company to be copyrightable or patentable or
               otherwise registrable, I will assist the Company (at its expense)
               in obtaining and maintaining letters patent or other applicable
               registrations and in vesting the Company with full title. Should
               the Company be unable to secure my signature on any document
               necessary to apply for, prosecute, obtain, or enforce any patent,
               copyright, or other right or protection relating to any
               Invention, due to my incapacity or any other cause, I hereby
               irrevocably designate and appoint the Company and each of its
               duly authorized officers and agents as my agent and
               attorney-in-fact to do all lawfully permitted acts to further the
               prosecution, issuance, and enforcement of patents, copyrights, or
               other rights or protection with the same force and effect as if
               executed and delivered by me.

        (d)    Disclosure. I agree to disclose promptly to the Company all
               Inventions and relevant records. I further agree to promptly
               disclose to the Company any idea that I do not believe to be an
               Invention, but is conceived, developed, or reduced to practice by
               me (alone or with others) while I am employed by the Company or
               during the one-year period following termination of my
               employment. I will disclose the idea, along with all information
               and records pertaining to the idea, and the Company will examine
               the disclosure in confidence to determine if in fact it is an
               Invention subject to this Agreement.

        (e)    Post-Termination Period. I agree that any idea, invention,
               writing, discovery, patent, copyright, or trademark or similar
               item, or improvement shall be presumed to be an Invention if it
               is conceived, developed, used, sold, exploited, or reduced to
               practice by me or with my aid during my employment with the
               Company or within one year after the termination of my
               employment. I can rebut the above presumption if I prove with
               clear and convincing evidence that the idea, invention, writing,
               discovery, patent, copyright, or trademark or similar item, or
               improvement is not an Invention covered by this Agreement.

3.      Former or Conflicting Agreements.

        (a)    Former Agreements. I represent and warrant that my performance of
               the terms of this Agreement will not breach any agreement to keep
               in confidence proprietary information acquired by me prior to my
               employment by the Company. I have listed in Schedule A all
               agreements to which I am a party that could reasonably




                                       3
<PAGE>

               impact my ability to perform services as an employee of the
               Company and have attached copies of any agreements in my
               possession. To the best of my knowledge, there is no other
               contract between me and any other person or entity that is in
               conflict with this Agreement or that could reasonably impact my
               ability to perform services as an employee of the Company.

        (b)    Obligations During Employment. During my employment with the
               Company, I will not disclose to the Company, or use, or induce
               the Company to use, any proprietary information or trade secrets
               of others.

4.      Termination.

        (a)    Return of the Company's Property. I agree to promptly return to
               the Company upon termination of my employment all documents,
               computer files, e-mails, equipment, materials and other personal
               property furnished to or prepared by me in the course of or
               incident to my employment. I understand that I must return all
               personal property regardless of whether the materials contain
               Proprietary Information. Following my termination, I will not
               retain any written, electronic or other tangible material
               containing any Proprietary Information or information pertaining
               to any Invention.

        (b)    Termination Certificate. In the event of the termination of my
               employment, I agree, if requested by the Company, to sign and
               deliver the Termination Certificate attached as Schedule B.

        (c)    Subsequent Employers. I agree that after the termination of my
               employment with the Company, I will not enter into any agreement
               that conflicts with my obligations under this Agreement and will
               inform any subsequent employers of my obligations under this
               Agreement.

5.      At-will Employment. I recognize that nothing in this Agreement shall be
        construed to imply that my employment is guaranteed for any period of
        time. I understand that my employment is "at will," which means that
        either the Company or I can terminate our employment relationship at any
        time, without notice, and for any or no reason, with or without cause,
        except as provided otherwise in a written agreement signed by a duly
        authorized officer of the Company. I understand that the only way that
        this "at will" employment relationship can be altered is by a written
        agreement signed by a duly authorized officer of the Company.

6.      Remedies. I recognize that nothing in this Agreement is intended to
        limit any remedy of the Company under any federal or state law
        concerning trade secrets. I recognize that my violation of this
        Agreement could cause the Company irreparable harm and agree that the
        Company shall have the right to apply to any court or arbitrator of
        competent jurisdiction for an order restraining any breach or threatened
        breach of this Agreement.

7.      Miscellaneous Provisions.




                                       4
<PAGE>

        (a)    Assignment. I agree that the Company may assign to another person
               or entity any of its rights under this Agreement.

        (b)    Governing Law. This Agreement shall be governed by and construed
               in accordance with the laws of the State of California.

        (c)    Severability. If any provision of this Agreement, or application
               thereof to any person, place, or circumstance, shall be held by a
               court or arbitrator of competent jurisdiction to be
               unenforceable, such provision shall be enforced to the greatest
               extent permitted by law and the remainder of this Agreement shall
               remain in full force and effect. In the event that the time
               period or scope of any provision is declared by a court or
               arbitrator of competent jurisdiction to exceed the maximum time
               period or scope that such court or arbitrator deems enforceable,
               then such court or arbitrator shall reduce the time period or
               scope to the maximum time period or scope permitted by law.

        (d)    Entire Agreement. The terms of this Agreement are the final
               expression of my agreement with respect to the subject matter
               hereof and may not be contradicted by evidence of any prior or
               contemporaneous agreement. This Agreement shall constitute the
               complete and exclusive statement of its terms. I acknowledge that
               the Company has not made any other representations concerning the
               subject matter of this Agreement.

        (e)    Amendment; Waivers. This Agreement can be amended or terminated
               only by a written agreement signed by both parties. No failure to
               exercise or delay in exercising any right under this Agreement
               shall operate as a waiver thereof.

        (f)    Successors and Assigns. This Agreement shall be binding upon me
               and my heirs, executors, administrators, and successors, and
               shall inure to the benefit of the Company's successors and
               assigns.

        (g)    Interpretation. This Agreement shall be construed as a whole,
               according to its fair meaning, and not in favor of or against any
               party. By way of example and not in limitation, this Agreement
               shall not be construed in favor of the party receiving a benefit
               nor against the party responsible for any particular language in
               this Agreement. Captions are used for reference purposes only and
               should be ignored in the interpretation of the Agreement.

        I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I HAVE
COMPLETELY NOTED ON SCHEDULE A TO THIS AGREEMENT ANY PROPRIETARY INFORMATION,
IDEAS, PROCESSES, INVENTIONS, TECHNOLOGY, WRITINGS, PROGRAMS, DESIGNS, FORMULAS,
DISCOVERIES, PATENTS, COPYRIGHTS, OR TRADEMARKS, OR IMPROVEMENTS, RIGHTS, OR
CLAIMS RELATING TO THE FOREGOING, THAT I DESIRE TO EXCLUDE FROM THIS AGREEMENT.




                                       5
<PAGE>

EMPLOYEE:



Date:                                   ________________________________________
                                                     Employee Name

                                        ________________________________________
                                                   Employee Signature


WITNESS TO EMPLOYEE'S SIGNATURE:



Date:                                   ________________________________________
                                                      Witness Name

                                        ________________________________________
                                                   Witness Signature


THE COMPANY:



Date:                                   BAM! Entertainment, Inc.,
                                        a Delaware corporation:



                                        ________________________________________
                                        By:
                                        Its:




                                       6
<PAGE>

                                   SCHEDULE A

                              EMPLOYEE'S DISCLOSURE


1.      Proprietary Information. Except as set forth below, I acknowledge that
        at this time I know nothing about the business or Proprietary
        Information of the Company, other than information I have learned from
        the Company in the course of being hired: ______________________________

        ________________________________________________________________________

        ________________________________________________________________________

        ________________________________________________________________________

        ________________________________________________________________________

        ________________________________________________________________________

2.      Prior Inventions. Except as set forth below, there are no ideas,
        processes, inventions, technology, writings, programs, designs,
        formulas, discoveries, patents, copyrights, or trademarks, or any
        claims, rights, or improvements to the foregoing, that I wish to exclude
        from the operation of this Agreement: __________________________________

        ________________________________________________________________________

        ________________________________________________________________________

        ________________________________________________________________________

        ________________________________________________________________________

        ________________________________________________________________________

3.      Prior Agreements. . Except as set forth below, I am aware of no prior
        agreements between me and any other person that could reasonably impact
        my ability to perform services as an employee of the Company (including
        agreements containing clauses prohibiting competition, solicitation of
        customers, solicitation of employees and the use or disclosure of
        proprietary information and inventions to the extent these agreements
        could reasonably impact my ability to perform services as an employee of
        the Company). Attach copies of all agreements in your possession: ______

        ________________________________________________________________________

        ________________________________________________________________________

        ________________________________________________________________________

        ________________________________________________________________________

        ________________________________________________________________________



Date: ______________________            ________________________________________
                                                     Employee Name

                                        ________________________________________
                                                   Employee Signature




                                       1
<PAGE>

                                   SCHEDULE B

                       TERMINATION CERTIFICATE CONCERNING

                       THE COMPANY PROPRIETARY INFORMATION

        This is to certify that I have returned all personal property of BAM!
Entertainment, Inc. (the "Company"), including, without limitation, all computer
programs, computer data files, e-mails, source code listings, books, manuals,
records, models, drawings, reports, notes, contracts, lists, blueprints,
collateral and other documents and materials, Proprietary Information, and
equipment furnished to or prepared by me in the course of or incident to my
employment with the Company, and that I did not make or distribute any copies of
the foregoing.

        I further certify that I have reviewed the Employee Proprietary
Information and Inventions Agreement signed by me and that I have complied with
and will continue to comply with all of its terms, including, without
limitation, (i) the reporting of any Invention (which is any idea, process,
invention, technology, writing, program, design, formula, discovery, patent,
copyright, or trademark, or any improvement, rights, or claims related to the
foregoing, that is conceived, developed or reduced to practice by me alone or
with others) that is covered by the Agreement, (ii) the preservation as
confidential of all Proprietary Information pertaining to the Company, and (iii)
the prohibition against soliciting the Company's employees or interfering with
the Company's relationship with its clients and suppliers for a period of one
(1) year following my termination. This certificate in no way limits my
responsibilities or the Company's rights under the Agreement.

        After termination of my employment with the Company, I will be providing
services to______________________________________ [NAME OF NEW EMPLOYER].



Date: ______________________            ________________________________________
                                                     Employee Name

                                        ________________________________________
                                                   Employee Signature




                                       1