EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT  AGREEMENT (the  "Agreement") is entered into as of the
31st day of May,  1997,  between THINK New Ideas,  Inc., a Delaware  corporation
(the  "Company"),  and Larry  Kopald,  an  individual  resident of Los  Angeles,
California (the "Employee").

                                   WITNESSETH:

         WHEREAS,  it is the  desire  of  the  Company  to  offer  the  Employee
employment  with the Company  upon the terms and subject to the  conditions  set
forth herein; and

         WHEREAS, it is the desire of the Employee to accept the Company's offer
of employment  with the Company upon the terms and subject to the conditions set
forth herein.

         NOW THEREFORE,  in consideration of the premises and mutual  covenants,
conditions and agreements  contained herein and for such other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, each intending to be legally bound hereby, agree as follows:

         1. EMPLOYMENT. The Company hereby agrees to employ the Employee and the
Employee  hereby agrees to be employed by the Company upon the terms and subject
to the  conditions set forth herein for the period of employment as set forth in
Section 2 hereof (the "Period of Employment").

         2. TERM;  PERIOD OF EMPLOYMENT.  Subject to extension or termination as
hereinafter provided,  the Period of Employment hereunder shall be from the date
hereof (the  "Effective  Date") through the second  anniversary of the Effective
Date.  Thereafter,  the Period of Employment  may be extended for successive one
(1) year periods  (each,  a "Renewal  Period") at the option of the Company upon
delivery of written notice by the Company to the Employee, subject to acceptance
by the  Employee,  not less than one (1) month  prior to the  expiration  of the
Period of Employment,  as previously extended. The phrase "Period of Employment"
as used herein shall, unless otherwise  indicated:  (a) specifically include any
extensions  permitted  hereunder or provided herein,  except as otherwise noted;
and (b) be deemed to have  terminated  as of the date of any notice  provided to
the  Employee  pursuant  to  Section 9  hereof,  notwithstanding  the  Company's
obligation to pay the Employee pursuant to Subsections 9(b) and 9(c) hereof.

         3.       OFFICE AND DUTIES. During the Period of Employment:

                  a) the Employee shall serve as the chief  creative  officer of
the Company,  having the  authority and duties of an officer as set forth in the
bylaws  of the  Company  (the  "Bylaws")  with the  responsibilities  reasonably
prescribed  for such  position by the board of  directors  of the  Company  (the
"Board of Directors") in accordance with the Bylaws;


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                  b) in addition to the  foregoing,  the Employee shall serve as
the  president  of  the  Company's  wholly-owned  subsidiary,  Scott  Mednick  &
Associates,  Inc.  for so long as the  Company  owns at least a majority  of the
outstanding voting securities of such entity and thereafter,  the Employee shall
serve as the president of any west coast division of the Company;

                  c) the Employee shall devote  substantially all of his time to
the  business  and  affairs  of the  Company  except for  vacations,  illness or
incapacity,  as hereinafter set forth.  Notwithstanding  the preceding sentence,
nothing in this Agreement  shall preclude the Employee from devoting  reasonable
amounts of time:

                     (i) for  serving  as a  director,  officer  or  member of a
committee of any  organization or entity  involving no conflict of interest with
the Company; or

                     (ii) engaging in charitable and community activities;

PROVIDED, HOWEVER, that such activities do not interfere with the performance by
the Employee of his duties hereunder.  In consideration of such employment,  the
Employee agrees that he shall not, directly or indirectly,  individually or as a
member  of  any  partnership  or  joint  venture,  or as an  officer,  director,
stockholder,  employee or agent of any other person, firm, corporation, business
organization  or other  entity,  engage in any  trade or  business  activity  or
pursuit  for his own account or for,  or on behalf of, any other  person,  firm,
corporation,  business organization or other entity, irrespective of whether the
same  competes,  conflicts  or  interferes  with  that  of  the  Company  or the
performance of the Employee's  obligations  hereunder;  PROVIDED,  however, that
nothing  contained  herein shall be construed to prevent the Employee  from: (x)
investing  in the stock of any  corporation,  which  does not  compete  with the
Company,  which is listed on a  national  securities  exchange  or traded in the
over-the-counter  market  if the  Employee  does not and will not as a result of
such investment own more than five percent (5%) of the stock of such corporation
("Permitted  Investments");  or (y)  engaging in personal  business  ventures to
which the Employee  devotes  time outside of the time  required to be devoted to
the business of the Company hereunder. The Employee represents and warrants that
he is not party to any agreement,  oral or written,  which restricts in any way:
(a) his  ability  to  perform  his  obligations  hereunder;  or (b) his right to
compete with a previous employer or such employer's business;

                  d) the  Employee  shall  be  entitled  to four  (4)  weeks  of
vacation  per year,  subject to  adjustment  at the  discretion  of the Board of
Directors.

                  e) the Employee shall be nominated by the Board of Director to
stand for  re-election  as a director of the Company for as long as the Employee
is employed by the Company.

         4. COMPENSATION AND BENEFITS.  In exchange for the services rendered by
the Employee  pursuant  hereto in any capacity  during the Period of Employment,
including without limitation, services as an officer, director, or member of any
committee of the Company or any affiliate,  subsidiary or division thereof,  the
Employee shall be compensated as follows:



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<PAGE>




                  a)  COMPENSATION.  During  the  first  year of the  Period  of
Employment,  the  Company  shall pay the  Employee  compensation  equal to Three
Hundred  Thousand Dollars  ($300,000) at a rate of Twenty-Five  Thousand Dollars
($25,000)  per month.  During the second year of the Period of  Employment,  the
Company  shall  pay the  Employee  compensation  equal  to Three  Hundred  Fifty
Thousand  Dollars  ($350,000)  at the rate of  Twenty-Nine  Thousand One Hundred
Sixty-Six  Dollars and  Sixty-Six  Cents  ($29,166.66)  per month (such  monthly
amount as the same may be increased  from time to time by the Board of Directors
shall be defined as the "Monthly Compensation"). Such salary shall be payable in
accordance with the customary payroll practices of the Company.

                  b) ORACLE ACCOUNT BONUS.  In the event that,  during the first
year of the Period of Employment,  Oracle  Corporation  ("Oracle") enters into a
one (1) year advertising services agreement with the Company, the Employee shall
be entitled to receive a bonus of One Hundred Fifty Thousand Dollars  ($150,000)
upon execution of such agreement;  in the event that,  during the second year of
the Period of Employment, Oracle extends such agreement or otherwise enters into
another  agreement with the Company for a successive period of one (1) year, the
Employee  shall be entitled to receive a bonus of One Hundred  Thousand  Dollars
($100,000)  upon  extension or execution  of such  agreement.  In the event that
Oracle does not enter into such an agreement  with the Company during either the
first or the second year of the Period of Employment,  but the Company's billing
from   advertising   services   equals  or  exceeds   Sixteen   Million  Dollars
($16,000,000)  in either or both such years,  the Employee  shall be entitled to
receive in each such year the bonus he would  otherwise  have  received  in such
year had Oracle signed or otherwise  extended the agreement as described  above;
provided  that,  any  such  bonus  shall be  payable  to the  Employee  in equal
quarterly installments.

                  c)  PROFITABILITY  BONUS.  The  Employee  shall be entitled to
receive a bonus nine (9) months from the Effective  Date (payable  within thirty
(30) days  thereof)  equal to ten percent  (10%) of the profits on the amount by
which the  Company's  billings  on the Oracle  account  exceed  Sixteen  Million
Dollars  ($16,000,000).  The Employee  shall also be entitled to receive a bonus
eighteen  (18) months from the Effective  Date (payable  within thirty (30) days
thereof)  equal to ten  percent  (10%) of the profits on the amount by which the
Company's   billings  on  the  Oracle  account  exceed  Twenty  Million  Dollars
($20,000,000).  In addition, without limiting the foregoing, the Company may pay
the  Employee a bonus if, in the sole  judgment of the Board of  Directors,  the
earnings of the Company or the services of the Employee merit such a bonus.

                  d) WITHHOLDING AND EMPLOYMENT TAX. Payment of all compensation
hereunder  shall be subject to customary  withholding  tax and other  employment
taxes  as  may  be   required   with   respect  to   compensation   paid  by  an
employer/corporation to an employee.

                  e) OPTIONS.  In consideration  of the Employee's  agreement to
render the  services  provided  herein,  the  Employee  shall  receive an option
exercisable to purchase an aggregate of 250,000  shares of the Company's  common
stock (the "Common Stock") at an exercise price of $3.69 per share, which amount
represents the last  sale/transaction  price at which shares of the Common Stock
were traded on the NASDAQ  National  Market  System  ("Nasdaq") on the Effective
Date. Such option shall vest and become exercisable to purchase 62,500 shares of


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<PAGE>




Common Stock on each of the first through fourth  anniversaries of the Effective
Date;  subject to  acceleration  as follows:  (x) in the event that,  during the
first  year of the Period of  Employment,  the  Company's  gross  billings  from
advertising  business  introduced by the Employee exceeds Twenty Million Dollars
($20,000,000)  and the Company  realizes a profit  margin  before taxes of eight
percent (8%) from such advertising business,  the option to acquire an aggregate
of 125,000 shares of Common Stock shall immediately vest and be exercisable; and
(y) in the event that,  during the second year of the Period of Employment,  the
Company's gross billings from  advertising  business  introduced by the Employee
exceeds Thirty Million Dollars  ($30,000,000)  and the Company realizes a profit
margin before taxes of fifteen percent (15%) from such advertising business, the
option to acquire the remaining 125,000 shares of Common Stock shall immediately
vest and be exercisable. If either or both of the targets in subsections (x) and
(y) are not met, the option granted herein shall vest and be exercisable in four
annual increments as first set forth in this Section 4(e). In the event that the
Employee's  employment  hereunder  is  terminated  by the  Company  pursuant  to
Subsection 9(a) prior to exercise of the option granted hereunder,  such option,
to the extent not  exercised,  shall  expire.  In the event that the  Employee's
employment  hereunder is otherwise  terminated,  such option, to the extent that
the same has vested and become exercisable, must be exercised within ninety (90)
days after such termination.

                  e) Any bonus  payable  hereunder  may be paid by the  Company,
upon  request  of the  Employee,  by  issuance  of  securities  of the  Company,
including  options to purchase  Common Stock at an exercise price based upon the
last  sale/transaction  price of the Common  Stock on Nasdaq on the day prior to
the  issuance of such options (the  "Exercise  Price").  The number of shares of
Common Stock  issuable  pursuant to such options shall be determined by dividing
the amount of the bonus payable by the Company by the Exercise Price.

         5.  BUSINESS  EXPENSES.  The Company  shall:  (a) pay or reimburse  the
Employee for all reasonable travel or other expenses incurred by the Employee in
connection  with the  performance of his duties under this  Agreement,  provided
that the same are previously  authorized by the Company, in accordance with such
procedures  as the Company may from time to time  establish for employees and as
required to preserve any  deductions  for federal  income  taxation  purposes to
which the  Company  may be  entitled;  and (b) pay the  Employee  Eight  Hundred
Dollars ($800) per month as an automobile allowance,  which amount shall include
all  expenses  related  to  maintenance  of such  an  automobile  including  all
necessary repairs, registration, insurance and fuel.

         6.   DISABILITY.   The  Company   shall   provide  the  Employee   with
substantially the same disability insurance benefits as those, if any, currently
being provided by the Company,  if any, for similar  employees,  which insurance
benefits must provide for disbursement  thereunder of an amount equal to no less
than sixty  percent (60%) of the  Employee's  then current  compensation  as set
forth in Section 4(a) hereof.

         7. DEATH. The Company shall provide the Employee with substantially the
same life insurance  benefits as those  currently  being provided by the Company
for similar  employees.  In the event of the Employee's death, the obligation of


                                       4
<PAGE>




the Company to make payments  pursuant to Section 4 hereof shall cease as of the
date of such  Employee's  death and the  Company  shall pay to the estate of the
Employee any amount due to the Employee under Sections 4 and 5 which has accrued
up to the date of death.

         8. OTHER  BENEFITS.  The Employee  shall be entitled to  participate in
fringe benefit,  deferred compensation and stock option plans or programs of the
Company,  if any, to the extent that his position,  tenure,  salary, age, health
and other qualifications make him eligible to participate,  subject to the rules
and regulations  applicable thereto. Such additional benefits shall include, but
not be limited  to,  paid sick leave and  individual  health  insurance  (all in
accordance  with  the  policies  of  the  Company)  and  professional  dues  and
association memberships.  Except as specifically set forth herein, the terms of,
and participation by the Employee in, any deferred  compensation plan or program
shall be determined by the Board of Directors in its sole discretion.

         9.  TERMINATION OF EMPLOYMENT.  Notwithstanding  any other provision of
this Agreement, employment hereunder may be terminated:

                  a) By the  Company,  in the event of the  employee's  death or
Disability (as  hereinafter  defined) or for "Just Cause." "Just Cause" shall be
defined to be limited to: (i) the Employee's indictment or conviction of a crime
involving  a  felonious  act or  acts,  including  dishonesty,  fraud  or  moral
turpitude by the Employee;  (ii) prolonged or repeated absence from duty without
the consent of the Company  (for  reasons  other than the  Employee's  health or
incapacity);  (iii) habitual  engaging in any activity which is competitive with
the business of the Company;  and (iv)  habitual and willful  misconduct  on the
part of the Employee  relating to the performance of his duties  hereunder.  The
Employee shall be deemed to have a  "Disability"  for purposes of this Agreement
if he is  unable to  perform,  by reason of  physical  or mental  incapacity,  a
material portion of his duties or obligations  under this Agreement for a period
of one hundred twenty (120) consecutive days in any 365-day period. The Board of
Directors  shall  determine  whether and when the Disability of the Employee has
occurred and such  determination  shall not be arbitrary  or  unreasonable.  The
Company  shall by written  notice to the Employee  given within thirty (30) days
after discovery of the occurrence of an event or circumstance  which constitutes
"Just Cause,  " specify the event or  circumstance  giving rise to the Company's
exercise of its right  hereunder  and,  with respect to Just Cause arising under
Section 9(a)(i), the Employee's  employment hereunder shall be deemed terminated
as of the date of such notice;  with respect to Just Cause arising under Section
9(a)(ii),  the Company  shall provide the Employee with thirty (30) days written
notice of such violation and the Employee shall be given reasonable  opportunity
during such thirty (30) day period to cure the subject violation;

                  b) By  the  Company  in  its  sole  and  absolute  discretion,
provided  that in such  event  the  Company  shall,  as  liquidated  damages  or
severance pay, or both, pay the Employee an amount equal to the Employee's  then
Monthly  Compensation (as defined in Section 4(a) hereof)  multiplied by the sum
of the number of months remaining  during the Period of Employment  exclusive of
any subsequent  Renewal Period,  as previously  defined in Section 2 hereof (the
"Termination Formula");



                                       5
<PAGE>




                  c) By the  Employee:  (i) upon any  material  violation of any
material  provision of this Agreement by the Company,  which  violation  remains
unremedied  for a period of thirty (30) days after written notice of the same is
delivered to the Company by the Employee;  and (ii) upon any material  change in
the  responsibilities  of the Employee,  without the  Employee's  prior consent;
provided  that,  in such  event the  Company  shall,  as  liquidated  damages or
severance  pay, or both,  pay to the Employee an amount equal to the  Employee's
Monthly Compensation multiplied by the Termination Formula; or

                  d) By the  Employee  in the event  that  Scott A.  Mednick  is
removed by the Board of Directors as Chief Executive  Officer and/or Chairman of
the Board of  Directors.  In such event the Company shall pay to the Employee an
amount  equal  to  the  Employee's  Monthly   Compensation   multiplied  by  the
Termination Formula and bonuses accrued through the date of such termination.

         Nothing set forth in this  section  shall:  (i) require the Employee in
the event of termination  pursuant to Subsections 9(b) or 9(c) above to mitigate
damages during the period in which the Employee is receiving payment  thereunder
(the "Severance Period"); or (ii) entitle the Company to offset the amounts owed
by the  Company to the  Employee  pursuant  to  Subsections  9(b) or 9(c) by any
income or  compensation  received by the Employee  from  sources  other than the
Company  during such  Severance  Period.  In addition,  the Company shall not be
entitled to withhold or  otherwise  offset any amounts  payable to the  Employee
under  Subsections 9(b) or 9(c) above in response to an alleged violation by the
Employee of any of the  obligations  which are imposed under this  Agreement and
survive termination hereof until such time as court of competent jurisdiction or
other  appropriate  governing  body has rendered  judgment or  otherwise  made a
determination with respect to whether such violation has occurred.

         In the event that this  Agreement  is  terminated  pursuant to Sections
9(b) or 9(c), the Employee shall be entitled to continue to participate,  at the
Company's expense, in any health insurance plan of the Company then in place for
such period as the Employee is entitled to receive severance payment hereunder.

         10.  NON-COMPETITION.  Notwithstanding any earlier termination,  during
the Period of  Employment  (including  any Renewal  Period) and for one (1) year
thereafter:

                  a) the Employee shall not,  anywhere in North America directly
or indirectly,  individually or as a member of any partnership or joint venture,
or as an officer, director, stockholder,  employee or agent of any other person,
firm, corporation, business organization or other entity, participate in, engage
in,  solicit or have any  financial  or other  interest  in any  activity or any
business or other  enterprise in any field which at the time of  termination  is
competitive  with the business or is in  substantially  the same business as the
Company or any affiliate,  subsidiary or division  thereof  (unless the Board of
Directors  shall  have  authorized  such  activity  and the  Company  shall have
consented to in writing),  as an individual or as a member of any partnership or
joint venture, or as an officer, director,  stockholder,  investor,  employee or


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agent of any other person,  firm,  corporation,  business  organization or other
entity;  PROVIDED,  HOWEVER, that nothing contained herein shall be construed to
prevent the employee from investing in Permitted Investments; and

                  b) the Employee  shall not: (i) solicit or induce any employee
of the  Company  to  terminate  his or her  employment  or  otherwise  leave the
Company's  employ or hire any such employee (unless the Board of Directors shall
have authorized such employment and the Company shall have consented  thereto in
writing);  or (ii)  contact or solicit any clients or  customers of the Company,
either as an individual or as a member of any  partnership or joint venture,  or
as an officer, director,  stockholder,  investor, employee or agent of any other
person, person, corporation, business organization or other entity.

         11. CONFIDENTIAL  INFORMATION.  The parties hereto recognize that it is
fundamental  to the business  and  operation  of the  Company,  its  affiliates,
subsidiaries and divisions thereof to preserve the specialized knowledge,  trade
secrets,  and confidential  information of the foregoing concerning the field of
advertising, marketing and interactive Internet solutions. The strength and good
will of the Company is derived from the  specialized  knowledge,  trade secrets,
and confidential  information  generated from experience  through the activities
undertaken by the Company,  its affiliates,  subsidiaries and divisions thereof.
The disclosure of any of such information and the knowledge  thereof on the part
of competitors  would be beneficial to such  competitors  and detrimental to the
Company,  its  affiliates,  subsidiaries  and  divisions  thereof,  as would the
disclosure of  information  about the marketing  practices,  pricing  practices,
costs, profit margins, design specifications,  analytical techniques,  concepts,
ideas,  process  developments  (whether or not patentable),  customer and client
agreements, vendor and supplier agreements and similar items or technologies. By
reason of his being an employee of the Company, in the course of his employment,
the  Employee  has or shall have access to, and has  obtained  or shall  obtain,
specialized knowledge,  trade secrets and confidential  information such as that
described  herein  about  the  business  and  operation  of  the  Company,   its
affiliates,  subsidiaries and divisions thereof.  Therefore, the Employee hereby
agrees as follows,  recognizing and acknowledging that the Company is relying on
the following in entering into this Agreement:

                  a) The Employee  hereby  sells,  transfers  and assigns to the
Company,  or to any  person or entity  designated  by the  Company,  any and all
right,  title and  interest of the  Employee in and to all  creations,  designs,
inventions, ideas, disclosures and improvements, whether patented or unpatented,
and copyrightable material, made or conceived by the Employee solely or jointly,
in whole or in part, during or before the term hereof  (commencing with the date
of the Employee's  employment  with the Company)  which:  (i) relate to methods,
apparatus,  designs, products, processes or devices created, promoted, marketed,
distributed, sold, leased, used, developed, relied upon or otherwise provided by
the Company or any affiliate,  subsidiary or division thereof; or (ii) otherwise
relate to or pertain to the  business,  operations  or affairs of the Company or
any  affiliate,  subsidiary or division  thereof.  Whether  during the Period of
Employment or thereafter,  the Employee shall execute and deliver to the Company
such formal transfers and assignments and such other papers and documents as may
be  required  of the  Employee  to permit  the  Company  or any person or entity
designated by the Company to file, enforce and prosecute the patent applications
to any of the foregoing and, as to copyrightable  material,  to obtain cop right
thereon; and



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<PAGE>




                  b) Notwithstanding any earlier termination,  during the Period
of Employment  (including  any Renewal  Period) and for a period of one (1) year
thereafter,  the Employee shall, except as otherwise required by or compelled by
law, keep secret and retain in strict confidence, and shall not use, disclose to
others,  or publish  any  information,  other than  information  which is in the
public domain or becomes publicly  available through no wrongful act on the part
of the  Employee,  which  information  shall be  deemed  not to be  confidential
information,  relating  to the  business,  operation  or  other  affairs  of the
Company, its affiliates,  subsidiaries and divisions thereof,  including but not
limited  to  confidential   information  concerning  the  design  and  marketing
practices,   pricing  practices,   costs,  profit  margins,  products,  methods,
guidelines,    procedures,    engineering   designs   and   standards,    design
specifications,  analytical techniques, technical information, customer, client,
vendor or  supplier  information,  employee  information,  and any and all other
confidential  information  acquired  by him in the  course of his past or future
services for the Company or any affiliate,  subsidiary or division thereof.  The
Employee  shall hold as the  Company's  property  all notes,  memoranda,  books,
records,  papers,  letters,  formulas and other data and all copies  thereof and
therefrom in any way relating to the business, operation or other affairs of the
Company, its affiliates, subsidiaries and divisions thereof, whether made by him
or otherwise  coming into his possession.  Upon termination of his employment or
upon the demand of the Company, at any time, the Employee shall deliver the same
to the Company within twenty-four (24) hours of such termination or demand.

         12. REASONABLENESS OF RESTRICTIONS. The Employee hereby agrees that the
restrictions in this Agreement,  including without limitation, those relating to
the  duration  of  the  provisions  hereof  and  the  territory  to  which  such
restrictions  apply,  are necessary  and  fundamental  to the  protection of the
business  and  operation  of  the  Company,  its  affiliates,  subsidiaries  and
divisions thereof, and are reasonable and valid.

         13.  REFORMATION  OF CERTAIN  PROVISIONS.  In the event that a court of
competent   jurisdiction    determines   that   the   non-competition   or   the
confidentiality   provisions   hereof  are   unreasonably   broad  or  otherwise
unenforceable  because of the length of their respective terms or the breadth of
their territorial  scope, of for any other reason, the parties hereto agree that
such court may reform the terms and/or scope of such  covenants so that the same
are reasonable and, as reformed, shall be enforceable.

         14. REMEDIES.  Subject to Section 15 below, in the event of a breach of
any of the provisions of this Agreement,  the non-breaching  party shall provide
written notice of such breach to the breaching  party. The breaching party shall
have thirty (30) days after  receipt of such notice in which to cure its breach.
If, on thirty-first (31st) day after receipt of such notice, the breaching party
shall have failed to cure such breach, the non-breaching  party thereafter shall
be entitled to seek  damages.  It is  acknowledged  that this  Agreement is of a
unique nature and of  extraordinary  value and of such a character that a breach
hereof by the  Employee  shall  result in  irreparable  damage and injury to the
Company  for  which  the  Company  may not  have  any  adequate  remedy  at law.
Therefore,  if, on the thirty-first (31st) day after receipt of such notice, the
breaching party shall have failed to cure such breach,  the non-breaching  party
shall also be  entitled to seek a decree of  specific  performances  against the


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breaching party, or such other relief by way of restraining order, injunction or
otherwise as may be appropriate to ensure  compliance with this  Agreement.  The
remedies  provided  by this  section are  non-exclusive  and the pursuit of such
remedies  shall not in any way limit any other  remedy  available to the parties
with  respect  to this  Agreement,  including,  without  limitation,  any remedy
available at law or equity with respect to any anticipatory or threatened breach
of the provisions  hereof.  In the event of any  litigation or other  proceeding
between the Company and the Employee with respect to the subject  matter of this
Agreement and the  enforcement of the rights  hereunder,  the losing party shall
reimburse the prevailing party for all of his/its reasonable costs and expenses,
as well as any forum fees,  relating  to such  litigation  or other  proceeding,
including, without limitation,  his/its reasonable attorneys' fees and expenses,
provided  that such  litigation  or  proceeding  results  in a final  settlement
requiring payment to the prevailing party or final judgment.

         15. CERTAIN PROVISIONS;  SPECIFIC PERFORMANCE. In the event of a breach
by the Employee of the  non-competition  or  Confidentiality  provisions hereof,
such breach  shall not be subject to the cure  provision of Section 14 above and
the Company shall be entitled to seek immediate  injunctive  relief and a decree
of specific  performance against the Employee.  Such remedy is non-exclusive and
shall be in addition to any other remedy to which the Company or any  affiliate,
subsidiary or division thereof may be entitled.

         16.  CONSOLIDATION;  MERGER; SALE OF ASSETS.  Nothing in this Agreement
shall  preclude the Company  from  combining,  consolidating  or merging with or
into, transferring all or substantially all of its assets to, or entering into a
partnership  or joint  venture with,  another  corporation  or other entity,  or
effecting  any  other  kind  of  corporate   combination,   provided  that,  the
corporation  resulting  from or surviving  such  combination,  consolidation  or
merger,  or to which such assets are  transferred,  or such partnership or joint
venture  assumes this  Agreement and all  obligations  and  undertakings  of the
Company  hereunder.  Upon such a  consolidation,  merger,  transfer of assets or
formation of such  partnership or joint venture,  this Agreement  shall inure to
the benefit of, be assumed by, and the binding upon such  resulting or surviving
transferee  corporation  or such  partnership  or  joint  venture,  and the term
"Company," as used in this Agreement,  shall mean such corporation,  partnership
or joint  venture,  or other entity and this  Agreement  shall  continue in full
force and effect and shall entitle the Employee and his heirs, beneficiaries and
representatives  to  exactly  the  same  compensation,   benefits,  perquisites,
payments  and  other  rights  as would  have  been  their  entitlement  had such
combination,  consolidation,  merger,  transfer of assets or  formation  of such
partnership or joint venture not occurred.

         17. SURVIVAL.  Sections 10 through 15 shall survive the termination for
any reason of this Agreement (whether such termination is by the Company, by the
Employee,  upon the  expiration  of this  Agreement by its terms or  otherwise);
provided,  however,  that in the  event  that the  Company  ceases  to exist and
neither an affiliate, subsidiary or division thereof has assumed, at its option,
the obligations of the Company hereunder,  the Employee shall no longer be bound
by the non-competition provision set forth in Section 10 hereof.

         18. SEVERABILITY.  The provisions of this Agreement shall be considered
severable  in the  event  that  any of such  provisions  are  held by a court of
competent  jurisdiction  to be invalid,  void or otherwise  unenforceable.  Such


                                       9
<PAGE>




invalid,  void or  otherwise  unenforceable  provisions  shall be  automatically
replaced by other  provisions  which are valid and  enforceable and which are as
similar as possible in term and intent to those provisions deemed to be invalid,
void or otherwise  unenforceable.  Notwithstanding the foregoing,  the remaining
provisions  hereof shall remain  enforceable to the fullest extent  permitted by
law.

         19. ENTIRE  AGREEMENT;  AMENDMENT.  This Agreement  contains the entire
agreement  between  the  Company and the  Employee  with  respect to the subject
matter hereof and thereof.  This Agreement may not be amended changed,  modified
or discharged,  nor may any provision hereof be waived,  except by an instrument
in writing executed by or on behalf of the party against whom enforcement of any
amendment  waiver,  change,  modification  or discharge is sought.  No course of
conduct or dealing shall be construed to modify,  amend or otherwise  affect any
of the provisions hereof.

         20. NOTICES.  All notices,  request,  demands and other  communications
hereunder  shall be in  writing  and shall be deemed to have been duly  given if
physically  delivered,  delivered by express mail or other expedited  service or
upon receipt if mailed, postage prepaid, via first class mail as follows:

             a)   To the Company :          THINK New Ideas, Inc.
                                            8000 Sunset Boulevard-Penthouse East
                                            Los Angeles, California 90046
                                            Attention: Scott A. Mednick
                                            Chief Executive Officer

             b)   To the Employee:          Mr. Larry Kopald
                                            12021 Wilshire Boulevard, # 524
                                            Los Angeles, California 90025

             c)   With an addition; it copies
                  by like means to:         Kirkpatrick & Lockhart LLP
                                            1800 Massachusetts Ave., N.W.
                                               Washington, D.C. 20036
                                                Attn: Victoria A. Baylin, Esq.

and/or to such  other  persons  and  addresses  as any party  hereto  shall have
specified in writing to the other.

         21.  ASSIGNABILITY.  This  Agreement  shall  not be  assignable  by the
Employee, but shall be binding upon and shall inure to the benefit of his heirs,
executors,  administrators  and legal  representatives.  This Agreement shall be
assignable by the Company to any affiliate,  subsidiary or division  thereof and
to any success or in interest.

         22.  GOVERNING LAW. This  Agreement  shall be governed by and construed
under the laws of the State of Delaware,  without  regard to the  principles  of
conflicts of laws thereof.



                                       10
<PAGE>




         23. WAIVER AND FURTHER AGREEMENT. Any waiver of any breach of any terms
or  conditions  of this  Agreement  shall not:  operate as a waiver of any other
breach of such terms or  conditions or any other term or condition  hereof,  nor
shall any failure to enforce any  provision  hereof  operate as a waiver of such
provision or of any other provision hereof. Each of the parties hereto agrees to
execute all such further  instruments and documents and to take all such further
action as the other  party may  reasonably  require in order to  effectuate  the
terms and purposes of this Agreement.

         24. HEADINGS OF NO EFFECT. The headings contained in this Agreement are
for  reference  purposes  only and shall not in any way  affect  the  meaning or
interpretation of this Agreement.

         25. VESTING.  Upon  termination of this Agreement  pursuant to Sections
9(b) or 9(d) any and all options, warrants, rights or other securities which are
exercisable  or  convertible  into  shares  with of common  stock of the Company
granted to the Employee prior to such expiration shall be accelerated,  vest and
become immediately exercisable (subject to applicable law).

         26.  CONDITIONS.  It shall be a condition  to the vesting of the option
granted in Section 4 above and to performance  of the respective  obligations of
each of the Company and the Employee  hereunder  that Oracle  become a client of
the Company by June 15, 1997;  in the event that Oracle does not become a client
of the Company by June 15, 1997,  this  Agreement  shall  terminate  and neither
party hereto shall have any further obligation hereunder.

         27.  INDEMNIFICATION.  To the fullest extent allowed, and in the manner
provided, by Delaware law, the Company shall indemnify the Employee and hold the
Employee  harmless  from and  against any claims  arising out of the  Employee's
performance  of  his  services   hereunder  as  permitted  by  the  Articles  of
Incorporation of the Company.



                                       11
<PAGE>





         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the date first above written.


                                   THINK NEW IDEAS, INC., the Company


                                        /s/ Scott A. Mednick
                                   By:  ----------------------------------------
                                        Scott A Mednick, Chief Executive Officer


                                   THE EMPLOYEE


                                        /s/ Larry Kopald
                                   By:  ----------------------------------------
                                        Larry Kopald