TERMINATION AGREEMENT

         THIS TERMINATION AGREEMENT (the "Agreement") is entered into as of this
20th day of May,  1997,  between Think New Ideas,  Inc., a Delaware  corporation
(the "Company"), and David R. Hieb, an individual, resident in Boulder, Colorado
(the "Employee").

                                   WITNESSETH:

         WHEREAS,  the  Company  and  the  Employee  are  parties  to a  certain
employment agreement dated as of June 30, 1996 (the "Employment Agreement"); and

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

         WHEREAS,  it is the desire of the Company and the Employee to terminate
the Employment  Agreement 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 is hereby acknowledged, the
parties hereto, each intending to be legally bound hereby, agree as follows:

1.       TERMINATION OF EMPLOYMENT AND  EMPLOYMENT  AGREEMENT.  The Employee and
the Company  hereby agree that as of the date hereof the  Employee's  employment
with the Company be and hereby is terminated.  Further, any offices,  positions,
directorships  or other like capacities held by Employee with the Company or any
of its affiliates or  subsidiaries  be and hereby are resigned by Employee as of
the date hereof. The Employment Agreement be and hereby is terminated, including
without  limitation  Sections 2, 3, 4, and 5 thereof,  but excluding Sections 10
through 15 and Section 17 thereof,  which  sections shall  specifically  survive
termination as hereinafter set forth.

2.       TERMINATION  PAYMENT;   TRANSFER  OF  COMPUTER.   Concurrent  with  the
execution of this Agreement by the parties hereto;

         (a) the  Company  shall  remit to the  Employee  the  amount  of thirty
thousand dollars ($30,000), payable by cashier's or official bank check; and

         (b)  the  Company  shall  transfer  to  Employee  that  certain  laptop
computer,     more     specifically     described     as    an     NEC     model
Versa-6030-H-PC-6220-91753,  Serial Number  66022928,  currently the property of
the Company but in the possession of Employee, and such computer shall hereafter
be deemed to be the property of Employee.

3.       STOCK OPTIONS.  Those incentive stock options ("Stock Options") granted
by the Company to Employee pursuant to the Company's 1997 Stock Option Plan (the



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"Stock Option Plan"),  evidenced by an Incentive  Stock Option  Certificate  and
Agreement  dated  February 10, 1997 by and between the Company and Employee (the
"Option  Agreement")  as to an  aggregate of forty-one  thousand  eight  hundred
eighty-one (41,881)  unregistered shares of common stock of the Company ("Common
Stock"), shall be modified hereby as follows:

         a) VESTING AND  EXERCISE.  Stock Options to acquire up to 10,470 shares
of Common Stock, exercisable commencing in September 1997, shall be deemed to be
fully vested and  exercisable as of the date hereof,  at the prices and upon the
other  terms set  forth in the  Option  Agreement  and the  Stock  Option  Plan;
PROVIDED,   HOWEVER,   notwithstanding  anything  contained  in  the  Employment
Agreement or in the Stock Option Plan, in the event Employee  elects to exercise
any such vested Stock Options,  payment of the exercise price therefore shall be
paid to the Company  solely in cash, by cashier's  check or official bank check.
All Stock Options granted to the Employee under the Option  Agreement which have
not vested or become  exercisable as of the date hereof or pursuant hereto shall
be deemed to have expired  unexercised and shall be, after the date hereof, null
and void.

         b) TERMINATION OF OPTIONS. Notwithstanding anything contained elsewhere
herein,  in the  Employment  Agreement or in the Stock  Option Plan,  the period
during which the Stock Options may be exercised shall terminate ninety (90) days
after the date hereof.  After such ninety (90) day period,  the Option Agreement
shall be null and void.

4.       NON-COMPETITION.   As  set   forth   hereinabove,   the  terms  of  the
non-competition  provisions set forth in Section 10 of the Employment Agreement,
as further elaborated by Sections 12 and 15 of the Employment  Agreement,  shall
survive the termination of the Employment Agreement and remain in full force and
effect,  and shall be deemed to be a part of this  Agreement  as if set forth in
their entirety  herein,  and are hereby  incorporated  herein by this reference;
PROVIDED,  HOWEVER,  the period during which the  restrictions  contemplated  by
Section 10 of the Employment  Agreement are applicable  shall expire on December
31, 1997; and, FURTHER  PROVIDED,  that such provision shall not be construed to
prevent the Employee from accepting a job (and performing his obligations) as an
employee of Sun Microsystems, Inc.

5.       CONFIDENTIAL  INFORMATION.  As set forth hereinabove,  the terms of the
confidential  information  provisions  set forth in Section 11 of the Employment
Agreement,  as  further  elaborated  by  Sections  12 and  15 of the  Employment
Agreement,  shall survive the termination of the Employment Agreement and remain
in full force and effect,  and shall be deemed to be a part of this Agreement as
if set forth in their entirety  herein,  and are hereby  incorporated  herein by
this  reference;  PROVIDED,  HOWEVER,  the period during which the  restrictions
contemplated  by Section 11 of the  Employment  Agreement are  applicable  shall
expire on December 31, 1997.

6.       RELEASE OF CLAIMS.  a) The  Employee and any or all persons or entities
acting  on his  behalf,  or  who  might  claim  through  him,  hereby  agree  to
compromise,  release,  and forever discharge and hereby compromise,  release and
forever discharge the Company, and all of its successors, predecessors, assigns,
affiliates,  shareholders,  officers, directors, principals,  employees, agents,
servants,  spouses,  legal  representatives,  and all other persons who might be
liable through them,  their successors and assigns  (collectively,  the "Company


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<PAGE>

Parties")  of and  from any and all  claims,  debts,  liabilities,  assessments,
obligations, demands, actions, causes of action or suits at law or in equity, of
whatever kind or nature,  for or because of any matter or thing done, omitted or
suffered  to be  done by  them,  or  their  shareholders,  officers,  directors,
principals, agents or employees, occurring or arising from the beginning of time
through the date hereof,  and  particularly  with  respect to any claim  arising
from,  referring to, relating to, or in connection with the Employment Agreement
and the termination  thereof and the Agreement and Plan of Reorganization  dated
as of June 30, 1996 by and between Employee and the Company. The Employee agrees
and covenants not to sue or bring any action in law or in equity, including, but
not limited to, an action in any court, forum, or arbitration proceeding whether
by original process or demand, counterclaim,  cross-claim,  third-party process,
impleader,  claim for indemnity or contribution or otherwise against the Company
or any of the Company  Parties,  arising from,  referring to, relating to, or in
connection with, the Employment Agreement and the termination thereof; PROVIDED,
HOWEVER,  that the parties  hereto may initiate  any action  required to enforce
this  Agreement in accordance  with its terms.  It is understood and agreed that
the release and covenant not to sue herein are a full and final general  release
and covenant not to sue from  Employee  which covers any and all future  damages
not now known to  Employee  which may later  develop or be  discovered,  arising
from,  referring to, relating to, or in connection with the Employment Agreement
and the  termination  thereof,  except  that  this  Section 6 does not cover any
damages or claims  which may arise  solely as a result of a breach by a party of
any  provision  of this  Agreement or any damages or claims which may arise as a
result of a claim or threatened claim by an unaffiliated third party.

         b) The Company and any or all persons or entities acting on its behalf,
or who might claim through it, hereby agree to compromise,  release, and forever
discharge and hereby compromise, release and forever discharge the Employee, and
all of his successors,  predecessors,  assigns,  affiliates,  employees, agents,
servants,  spouses,  legal  representatives,  and all other persons who might be
liable through them, their successors and assigns  (collectively,  the "Employee
Parties")  of and  from any and all  claims,  debts,  liabilities,  assessments,
obligations, demands, actions, causes of action or suits at law or in equity, of
whatever kind or nature,  for or because of any matter or thing done, omitted or
suffered  to be  done by  them,  or  their  shareholders,  officers,  directors,
principals, agents or employees, occurring or arising from the beginning of time
through the date hereof,  and  particularly  with  respect to any claim  arising
from, referring to, relating to, or in connection with, the Employment Agreement
and the  termination  thereof.  The Company  agrees and  covenants not to sue or
bring any action in law or in equity,  including,  but not limited to, an action
in any court,  forum, or arbitration  proceeding  whether by original process or
demand,  counterclaim,  cross-claim,  third-party process,  impleader, claim for
indemnity  or  contribution  or  otherwise  against  the  Employee or any of the
Employee  Parties,  arising from,  referring  to,  relating to, or in connection
with, the Employment Agreement and the termination thereof;  PROVIDED,  HOWEVER,
that the  parties  hereto may  initiate  any  action  required  to enforce  this
Agreement in accordance  with its terms.  It is  understood  and agreed that the
release and covenant not to sue herein are a full and final general  release and
covenant not to sue from Company which covers any and all future damages not now
known to  Company  which may  later  develop  or be  discovered,  arising  from,
referring to,  relating to, or in connection  with the Employment  Agreement and
the termination  thereof,  except that this Section 6 does not cover any damages
or  claims  which  may  arise  solely  as a result of a breach by a party of any


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<PAGE>

provision of this Agreement or any damages or claims which may arise as a result
of a claim or threatened claim by an unaffiliated third party.

7.       APPROVALS.  This Agreement has received all required board of directors
and other corporate  approvals.  This  Agreement,  upon execution by the parties
hereto,  shall  be a  valid,  legally  binding  and  existing  agreement  of the
respective parities, enforceable against each in accordance with its terms.

8.       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
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.

9.       ENTIRE AGREEMENT;  AMENDMENT. This Agreement,  including the provisions
incorporated  herein by reference,  constitutes the entire agreement between the
Company  and the  Employee  with  respect to the  subject  matter  hereof.  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.

10.      NOTICES.  All  notices,  requests,  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)       If to the Company:         Think New Ideas, Inc.
                                       8522 National Boulevard, Suite 101
                                       Culver City, CA 90232
                                       Attention: President

            with an additional
            copy by like means to:     De Martino Finkelstein Rosen & Virga
                                       1818 N Street, N.W., Suite 400
                                       Washington, DC 20036
                                       Attention: Ralph V. De Martino, Esquire

   b)       If to the Employee:        Mr. David R. Hieb
                                       5888 Orchard Street
                                       Boulder, CO 80301


<PAGE>


           with an additional
           copy by like means to:      Lamm, Freemen & Butler
                                       4730 Table Mesa Drive, Suite I
                                       Boulder, CO 80303
                                       Attention: Tom Lamm, Esquire


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<PAGE>

11.      ASSIGNABILITY.  Except as otherwise  set forth herein,  this  Agreement
shall not be assignable  by either party  hereto,  but shall be binding upon and
shall inure to the benefit of the heirs, executors,  administrators,  successors
and legal representatives of each such party.

12.      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.

13.      WAIVER AND FURTHER AGREEMENT.  Any waiver of any breach of the 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.

14.      HEADINGS.  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.

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

                                  THINK NEW IDEAS, INC.

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


                                  THE EMPLOYEE


                                  By: /s/ David R. Hieb
                                      ------------------------------
                                      David R. Hieb


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