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                              THINK NEW IDEAS, INC.
                             1997 STOCK OPTION PLAN





















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<PAGE>


                              THINK NEW IDEAS, INC.
                             1997 STOCK OPTION PLAN



                                    ARTICLE I
                                    ---------
                            ESTABLISHMENT AND PURPOSE
                            -------------------------


      Section  1.1.  THINK  New  Ideas,   Inc.,  a  Delaware   corporation  (the
"Company"),  hereby  establishes  a stock  option plan to be named the THINK New
Ideas, Inc. 1997 Stock Option Plan (the "Plan").

      Section  1.2.  The  purpose  of this  Plan is to  induce  persons  who are
officers,  directors,  employees and  consultants  of the Company (or any of its
subsidiaries)  who are in a position to  contribute  materially to the Company's
prosperity  to remain with the  Company,  to offer said persons  incentives  and
rewards in recognition of their contributions to the Company's progress,  and to
encourage said persons to continue to promote the best interests of the Company.
This Plan  provides for the grant of options to purchase  shares of common stock
of the Company, par value $.0001 per share (the "Common Stock") which qualify as
incentive stock options ("Incentive  Options") under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), to persons who are employees,  as
well as options which do not so qualify  ("Non-Qualified  Options") to be issued
to  persons,  including  those  who are not  employees.  Incentive  Options  and
Non-Qualified  Options  may  be  collectively  referred  to  hereinafter  as the
"Options" as the context may require.  Persons granted Options  hereunder may be
referred to hereinafter as the "Optionees."

      Section 1.3.  All Options  granted on or after the date that this Plan has
been  approved and adopted by the  Company's  board of directors  (the "Board of
Directors")  shall be governed by the terms and  conditions  of this Plan unless
the  terms  of any such  Option  specifically  indicate  that it is not to be so
governed.

      Section 1.4. Any Option granted  hereunder which is intended to qualify as
an Incentive Option which, for any reason whatsoever, fails to so qualify, shall
be deemed to be a Non-Qualified Option granted hereunder.


                                   ARTICLE II
                                   ----------
                                 ADMINISTRATION
                                 --------------

      Section 2.1. All  determinations  hereunder  concerning  the  selection of
persons  eligible  to receive  awards  under this Plan and  determinations  with
respect to the  timing,  pricing  and amount of an award  hereunder  (other than
pursuant to a non-discretionary  formula hereinafter set forth, shall be made by
an administrator (the  "Administrator").  The Administrator shall be either: (a)
the Board of Directors,  or (b) in the  discretion of the Board of Directors,  a
committee  of  not  less  than  two  members  of the  Board  of  Directors  (the
"Committee"),  each of whom is a "Non-Employee" Director as such term is defined
in Rule  16b-3 (as such rule may be  amended  from time to time,  "Rule  16b-3")


                                       2


<PAGE>



under the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"). In
the event this Plan is administered by the Committee, the Committee shall select
one of its members to serve as the chairman  thereof and shall hold its meetings
at such times and places as it may  determine.  In such case,  a majority of the
total number of members of the  Committee  shall be  necessary  to  constitute a
quorum;  and (i) the affirmative act of a majority of the members present at any
meeting  at which a quorum is  present,  or (ii) the  approval  in  writing by a
majority of the  members of the  Committee,  shall be  necessary  to  constitute
action by the Committee.

      Section  2.2. The  provisions  hereof  relating to  Incentive  Options are
intended to comply in every respect with Section 422 of the Code ("Section 422")
and the regulations promulgated thereunder. In the event that any future statute
or regulation shall modify Section 422, this Plan shall be deemed to incorporate
by  reference  such  modification.  Any  agreement  relating to the grant of any
Incentive Option  hereunder,  which Option is outstanding and unexercised at the
time that any modifying statute or regulation becomes  effective,  shall also be
deemed to  incorporate  by  reference  such  modification  and no notice of such
modification  need be  given  to the  Optionee.  Any  agreement  relating  to an
Incentive  Option  granted  hereunder  shall  provide that the Optionee hold the
stock received upon exercise of such Incentive Option for a minimum of two years
from the date of grant of the  Incentive  Option  and one year  from the date of
exercise  of such  Incentive  Option,  absent the written  approval,  consent or
waiver of the Administrator.

      Section 2.3. If any provision of this Plan is determined to disqualify the
shares of Common Stock  purchasable upon exercise of an Incentive Option granted
hereunder from the special tax treatment provided by Section 422, such provision
shall be deemed to incorporate by reference the modification required to qualify
such shares of Common Stock for said tax treatment.

      Section 2.4. The Company shall grant Options  hereunder in accordance with
determinations made by the Administrator  pursuant to the provisions hereof. All
Options granted pursuant hereto shall be clearly identified as Incentive Options
or Non-Qualified  Options.  The  Administrator  may from time to time adopt (and
thereafter  amend or rescind) such rules and  regulations  for carrying out this
Plan and take such action in the  administration  of this Plan, not inconsistent
with the provisions  hereof, as it shall deem proper. The Board of Directors or,
subject to the  supervision  of the Board of Directors,  the  Committee,  as the
Administrator,  shall have plenary discretion, subject to the express provisions
of this Plan, to determine which officers, directors,  employees and consultants
shall be granted Options,  the number of shares subject to each Option, the time
or times when an Option may be exercised  (whether in whole or in installments),
the terms and provisions of the respective  agreements  relating to the grant of
Options (which need not be identical), including such terms and provisions which
may be amended  from time to time as shall be  required,  in the judgment of the
Administrator,  to  conform to any  change in any law or  regulation  applicable
hereto, and to make all other  determinations  deemed necessary or advisable for
the  administration  of this Plan. The  interpretation  and  construction of any
provision of this Plan by the Administrator  (unless otherwise determined by the
Board of Directors) shall be final, conclusive and binding upon all persons.


                                       3

<PAGE>




      Section 2.5. No member of the Administrator shall be liable for any action
or determination  made in good faith with respect to administration of this Plan
or the Options granted  hereunder.  Members of the Board of Directors and/or the
Committee, as the Administrator,  shall be indemnified by the Company,  pursuant
to the Company's bylaws, for any expenses,  judgments or other costs incurred as
a result of a lawsuit filed against such member  claiming any rights or remedies
arising out of such member's participation in the administration of this Plan.


                                   ARTICLE III
                                   -----------
                      TOTAL NUMBER OF SHARES TO BE OPTIONED
                      -------------------------------------

      Section  3.1.  There shall be  reserved  for  issuance  or  transfer  upon
exercise of the Options  granted  from time to time  hereunder  an  aggregate of
1,250,000  shares of Common Stock  (subject to adjustment as provided in Article
VIII  hereof).  The shares of Common  Stock  issued upon  exercise of any Option
granted hereunder may be shares of Common Stock previously issued and reacquired
by the Company at any time or authorized but unissued shares of Common Stock, as
the Board of Directors from time to time may determine.

      Section 3.2. In the event that any Options outstanding under this Plan for
any reason expire or are  terminated  without having been exercised in full, the
unpurchased  shares  of  Common  Stock  subject  to such  Option  and  any  such
surrendered  shares  of  Common  Stock  may  again  be  available  for  transfer
hereunder.

      Section 3.3. No Options shall be granted  pursuant  hereto to any Optionee
after the tenth  anniversary  of the  earlier of: (a) the date that this Plan is
adopted by the Board of Directors, or (b) the date that this Plan is approved by
the stockholders of the Company.



                                   ARTICLE IV
                                   ----------
                                   ELIGIBILITY
                                   -----------

      Section 4.1.  Non-Qualified  Options may be granted hereunder to officers,
directors, employees and consultants of the Company (or any of its subsidiaries)
selected by the  Administrator,  and Incentive  Options may be granted hereunder

                                       4

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only to employees  (including  officers and directors who are  employees) of the
Company (or any of its subsidiaries) selected by the Administrator. For purposes
of  determining  who is an employee  with respect to  eligibility  for Incentive
Options,   the  provisions  of  Section  422  of  the  Code  shall  govern.  The
Administrator  may determine (in its sole  discretion) that any person who would
otherwise be eligible to be granted Options shall, nonetheless, be ineligible to
receive any award under this Plan.

      Section 4.2. The  Administrator  shall (in its  discretion)  determine the
persons  to be  granted  Options,  the time or times at which  Options  shall be
granted,  the number of shares of Common Stock subject to each Option, the terms
of a vesting or  forfeiture  schedule,  if any, the type of Option  issued,  the
period during which such Options may be  exercised,  the manner in which Options
may be exercised and all other terms and  conditions  of the Options;  PROVIDED,
HOWEVER,  no Option shall be granted which has terms or conditions  inconsistent
with those stated in Articles V and VI hereof.  Relevant  factors in making such
determinations  may include the value of the services rendered by the respective
Optionee,  his or her present and potential  contributions  to the Company,  and
such  other  factors  which  are  deemed  relevant  by  the   Administrator   in
accomplishing the purpose of this Plan.


                                    ARTICLE V
                                    ---------
                         TERMS AND CONDITIONS OF OPTIONS
                         -------------------------------

      Section 5.1.  Each Option  granted under this Plan shall be evidenced by a
stock  option  certificate  and  agreement  (the "Option  Agreement")  in a form
consistent  with this Plan,  provided  that the following  terms and  conditions
shall apply:

            (a) The price at which  each  share of Common  Stock  covered  by an
Option may be purchased shall be set forth in the Option  Agreement and shall be
determined  by the  Administrator,  provided  that  the  option  price  for  any
Incentive Option shall not be less than the "fair market value" of the shares of
Common Stock at the time of grant determined.  Notwithstanding the foregoing, if
an Incentive  Option to purchase shares of Common Stock is granted  hereunder to
an Optionee who, on the date of the grant, directly or indirectly owns more than
ten percent  (10%) of the voting  power of all  classes of capital  stock of the
Company (or its parent or subsidiary),  not including the shares of Common Stock
obtainable  upon  exercise of the Option,  the  minimum  exercise  price of such
Option shall be not less than one hundred ten percent (110%) of the "fair market
value"  of the  shares  of  Common  Stock  on the date of  grant  determined  in
accordance with Section 5.1(b) below.

            (b)  The  "fair   market   value"   shall  be   determined   by  the
Administrator,  which  determination  shall be binding  upon the Company and its
officers,  directors,  employees and consultants. The determination of the "fair
market value" shall be based upon the following:  (i) if the Common Stock is not
listed and traded upon a recognized  securities  exchange and there is no report
of stock prices with respect to the Common Stock published by a recognized stock
quotation service,  on the basis of the recent purchases and sales of the Common
Stock in arms-length  transactions;  (ii) if the Common Stock is not then listed
and  traded  upon a  recognized  securities  exchange  or quoted  on the  NASDAQ
National  Market  System,  and there are reports of stock prices by a recognized
quotation service, upon the basis of the last reported sale or transaction price
of the Common Stock on the date of grant as reported by a  recognized  quotation
service, or, if there is no last reported sale or transaction price on that day,
then upon the basis of the mean of the last  reported  closing  bid and  closing
asked prices for the Common  Stock on that day or on the date nearest  preceding
that day;  or (iii) if the Common  Stock  shall then be listed and traded upon a
recognized  securities  exchange or quoted on the NASDAQ National Market System,
upon the basis of the last reported sale or transaction price at which shares of
Common Stock were traded on such recognized  securities  exchange on the date of
grant or, if the Common Stock was not traded on such date, upon the basis of the


                                       5

<PAGE>



last reported sale or transaction price on the date nearest preceding that date.
The  Administrator  shall also consider such other factors relating to the "fair
market value" of the Common Stock as it shall deem appropriate.

            (c) For the purpose of  determining  whether an  Optionee  owns more
than ten  percent  (10%) of the  voting  power  of all  classes  of stock of the
Company,  an Optionee shall be considered to own those shares of stock which are
owned   directly  or  indirectly   through   brothers  and  sisters   (including
half-blooded   siblings),   spouse,   ancestors  and  lineal  descendants;   and
proportionately  as a shareholder of a corporation,  a partner of a partnership,
and/or a  beneficiary  of a trust or an estate that owns shares of capital stock
of the Company.

            (d)  Notwithstanding  any other provision hereof, in accordance with
the  provisions of Section  422(d) of the Code, to the extent that the aggregate
"fair market value" (determined at the time the Option is granted) of the shares
of Common Stock with respect to which Incentive  Options  (without  reference to
this  provision)  are  exercisable  for the first time by any  individual in any
calendar  year  under any and all stock  option  plans of the  Company  (and its
subsidiary  corporations and its parent, if any) exceeds $100,000,  such Options
shall be treated as Non-Qualified Options.

            (e) An Optionee may, in the Administrator's  discretion,  be granted
more than one Incentive  Option or  Non-Qualified  Option during the duration of
this  Plan,  and may be  issued  a  combination  of  Non-Qualified  Options  and
Incentive  Options;  PROVIDED,  HOWEVER,  that non-employees are not eligible to
receive Incentive Options.

            (f) The duration of any Option  shall be within the sole  discretion
of the Administrator;  PROVIDED, HOWEVER, that any Incentive Option granted to a
ten percent (10%) or less stockholder or any Non-Qualified  Option shall, by its
terms,  be  exercised  within ten years after the date the Option is granted and
any Incentive  Option  granted to a greater than ten percent  (10%)  stockholder
shall, by its terms, be exercised within five years after the date the Option is
granted.

            (g) An Option shall not be  transferable  by the Optionee other than
by will, or by the laws of descent and distribution.  An Option may be exercised
during the Optionee's lifetime only by the Optionee.

            (h) At  least  six  months  shall  elapse  from the date on which an
Option is granted to an officer,  director, or beneficial owner of more than ten
percent  (10%) of the  outstanding  shares of Common Stock of the Company  under
this Plan by the  Administrator  to the date on which any share of Common  Stock
underlying such Option is sold, unless the Administrator  otherwise  consents in
writing.

                                       6

<PAGE>



                                   ARTICLE VI
                                   ----------
                        EMPLOYMENT OR SERVICE OF OPTIONEE
                        ---------------------------------

      Section 6.1. If the employment or service of an Optionee is terminated for
cause,  the option rights of such Optionee,  both accrued and future,  under any
then outstanding Non- Qualified or Incentive Option shall terminate immediately,
subject to the  provisions of any employment  agreement  between the Company (or
any subsidiary) and an Optionee which, by its terms, provides otherwise.  In the
event  that  an  employee  who is an  Optionee  hereunder  has  entered  into an
employment agreement with the Company (or a subsidiary),  "cause" shall have the
meaning  attributed  thereto in such employment  agreement;  otherwise,  "cause"
shall mean  incompetence in the performance of duties,  disloyalty,  dishonesty,
theft,  embezzlement,  unauthorized  disclosure  of patents,  processes or trade
secrets of the  Company,  individually  or as an employee,  partner,  associate,
officer or director of any organization.  The determination of the existence and
the proof of  "cause"  shall be made by the  Administrator  and,  subject to the
review of any determination made by the Administrator,  such determination shall
be binding on the Optionee and the Company.

      Section 6.2. Subject to the provisions of any employment agreement between
the Company (or a subsidiary)  and an Optionee,  if the employment or service of
an Optionee is  terminated  by either the Optionee or the Company for any reason
other than cause,  death,  or for disability (as defined in Section  22(e)(3) of
the Code or pursuant to the terms of such an employment  agreement),  the option
rights of such Optionee under any then  outstanding  Non-Qualified  or Incentive
Option shall, subject to the provisions of Section 5.1(h) hereof, be exercisable
by such  Optionee  at any time prior to the  expiration  of the Option or within
three months  after the date of such  termination,  whichever  period of time is
shorter,  but only to the extent of the  accrued  right to exercise an Option at
the date of such termination.

      Section 6.3. Subject to the provisions of any employment agreement between
the Company (or a  subsidiary)  and an Optionee,  in the case of an Optionee who
becomes  disabled (as defined by Section 22(e)(3) of the Code or pursuant to the
terms of such an employment agreement), the option rights of such Optionee under
any then outstanding  Non-Qualified  or Incentive  Option shall,  subject to the
provisions of Section 5.1(h) hereof, be exercisable by such Optionee at any time
prior to the  expiration  of the  Option  or within  one year  after the date of
termination of employment or service due to disability, whichever period of time
is shorter, but only to the extent of the accrued right to exercise an Option at
the date of such termination

      Section 6.4. In the event of the death of an Optionee,  the option  rights
of such Optionee under any then  outstanding  Non-Qualified  or Incentive Option
shall be  exercisable by the person or persons to whom these rights pass by will
or by the laws of descent and distribution,  at any time prior to the expiration
of the Option or within three years after the date of death, whichever period of
time is  shorter,  but only to the extent of the  accrued  right to  exercise an
Option  at the date of  death.  If a person  or  estate  acquires  the  right to
exercise a  Non-Qualified  or Incentive  Option by bequest or  inheritance,  the
Administrator  may  require  reasonable  evidence  as to the  ownership  of such
Option,  and may require such consents and releases of taxing authorities as the
Administrator may deem advisable.


                                       7

<PAGE>




      Section 6.5. The  Administrator  may also provide that an employee must be
continuously   employed   by  the  Company  for  such  period  of  time  as  the
Administrator,  in its discretion,  deems advisable before the right to exercise
any portion of an Option granted to such employee will accrue,  and may also set
such other  targets,  restrictions  or other terms relating to the employment of
the Optionee which targets, restrictions, or terms must be fulfilled or complied
with,  as the case may be,  prior to the  exercise  of any  portion of an Option
granted to any employee.

      Section 6.6. Options granted hereunder shall not be affected by any change
of duties or position,  so long as the Optionee  continues in the service of the
Company.

      Section  6.7.  Nothing  contained  in this Plan or in any  Option  granted
pursuant  hereto  shall  confer  upon any  Optionee  any right  with  respect to
continuance  of  employment  or service by the Company nor  interfere in any way
with the right of the Company to terminate the Optionee's  employment or service
or change the Optionee's compensation at any time.


                                   ARTICLE VII
                                   -----------
                               PURCHASE OF SHARES
                               ------------------

      Section  7.1.  Except as provided in this  Article VII, an Option shall be
exercised by tender to the Company of the full  exercise  price of the shares of
Common Stock with respect to which an Option is exercised and written  notice of
the exercise.  The right to purchase  shares of Common Stock shall be cumulative
so that, once the right to purchase any shares of Common Stock has accrued, such
shares or any part  thereof may be purchased  at any time  thereafter  until the
expiration or termination of the Option.  A partial  exercise of an Option shall
not affect the right of the Optionee to subsequently  exercise his or her Option
from time to time, in accordance  with this Plan, as to the remaining  number of
shares of Common Stock  subject to the Option.  The purchase  price payable upon
exercise of an Option shall be in United States  dollars and shall be payable in
cash or by certified bank check. Notwithstanding the foregoing, in lieu of cash,
an Optionee  may,  with the approval of the  Administrator,  exercise his or her
Option by  tendering  to the Company  shares of Common Stock owned by him or her
having an aggregate  fair market value at least equal to the aggregate  purchase
price.  The "fair  market  value" of any shares of Common  Stock so  surrendered
shall be  determined by the  Administrator  in  accordance  with Section  5.1(b)
hereof.

      Section 7.2.  Except as provided in Article VI above, an Option may not be
exercised  unless  the holder  thereof is an  officer,  director,  employee,  or
consultant of the Company at the time of exercise.

      Section 7.3. No Optionee, or Optionee's executor, administrator,  legatee,
or distributee or other permitted transferee,  shall be deemed to be a holder of
any  shares of Common  Stock  subject to an Option  for any  purpose  whatsoever
unless  and until such  Option has been  exercised  and a stock  certificate  or
certificates for the shares of Common Stock purchased by the Optionee are issued
to the Optionee in accordance  with the terms of this Plan. No adjustment  shall

                                       8

<PAGE>



be made for dividends (ordinary or extraordinary, whether in cash, securities or
other  property) or  distributions  or other rights for which the record date is
prior to the date that any such stock certificate is issued,  except as provided
in Article VIII hereof.

      Section 7.4. If: (i) the listing,  registration  or  qualification  of the
Options  issued  hereunder or of any  securities  issuable upon exercise of such
Options (the "Subject  Securities")  upon any  securities  exchange or quotation
system  or under  federal  or state law is  necessary  as a  condition  of or in
connection with the issuance or exercise of the Options;  or (ii) the consent or
approval of any  governmental  regulatory body is necessary as a condition of or
in  connection  with the issuance or exercise of the Options,  the Company shall
not be obligated to deliver the certificates representing the Subject Securities
or to accept or to recognize an Option  exercise  unless and until such listing,
registration,  qualification,  consent or approval  shall have been  effected or
obtained.  The Company  will take  reasonable  action to so list,  register,  or
qualify the Options and the Subject Securities, or effect or obtain such consent
or approval, so as to allow for issuance and/or exercise.

      Section  7.5. An Optionee may be required to represent to the Company as a
condition of his or her exercise of Options issued under this Plan that: (i) the
Subject  Securities  acquired  upon  exercise  of his or her  Option  are  being
acquired  by him or her for  investment  purposes  only  and not  with a view to
distribution or resale,  unless counsel for the Company is then of the view that
such a representation  is not necessary and is not required under the Securities
Act of 1933, as amended (the "Securities Act"), or any other applicable statute,
law,  regulation or rule;  and (ii) that the Optionee  shall make no exercise or
disposition of an Option or of the Subject  Securities in  contravention  of the
Securities  Act,  the  Exchange  Act of  1934,  or  the  rules  and  regulations
thereunder.  Optionees may also be required to provide (as a condition precedent
to exercise of an Option) such  documentation as may be reasonably  requested by
the  Company  to  assure  compliance  with  applicable  law  and the  terms  and
conditions of this Plan and the subject Option.

      Section 7.6. An Option may be exercised by tender to the  Administrator of
a written notice of exercise together with advice of the delivery of an order to
a broker to sell  part or all of the  shares of  Common  Stock  subject  to such
exercise  notice  and an  irrevocable  order to such  broker to  deliver  to the
Company (or its transfer agent) sufficient proceeds from the sale of such shares
to pay the exercise  price and any  withholding  taxes.  All  documentation  and
procedures to be followed in connection with such a "cashless exercise" shall be
approved in advance by the Administrator.


                                  ARTICLE VIII
                                  ------------
                  CHANGE IN NUMBER OF OUTSTANDING SHARES OF
                  -----------------------------------------
                  STOCK, ADJUSTMENTS, REORGANIZATIONS, ETC.
                  -----------------------------------------

      Section 8.1. In the event that the  outstanding  shares of Common Stock of
the Company are  hereafter  increased  or decreased or changed into or exchanged
for a different  number of shares or kind of shares or other  securities  of the
Company  or  of  another  corporation  by  reason  of  reorganization,   merger,
consolidation,  recapitalization,  reclassification, stock split, combination of

                                       9

<PAGE>



shares, or a dividend payable in capital stock,  appropriate adjustment shall be
made by the  Administrator  in the number and kind of shares for the purchase of
which Options may be granted under this Plan,  including the maximum number that
may be granted to any one person.  In  addition,  the  Administrator  shall make
appropriate adjustments in the number and kind of shares as to which outstanding
Options, or portions thereof then unexercised,  shall be exercisable, to the end
that the  Optionee's  proportionate  interest  shall be maintained as before the
occurrence  to the  unexercised  portion of the Option and with a  corresponding
adjustment  in the  option  price per  share.  Any such  adjustment  made by the
Administrator shall be conclusive.

      Section 8.2. The grant of an Option  hereunder shall not affect in any way
the  right or  power  of the  Company  to make  adjustments,  reclassifications,
reorganizations  or changes of its capital or business  structure or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part of
its business or assets.

      Section 8.3. Upon the dissolution or liquidation of the Company, or upon a
reorganization,  merger or consolidation of the Company as a result of which the
outstanding  securities  of the class  then  subject to  Options  hereunder  are
changed  into  or  exchanged  for  cash or  property  or  securities  not of the
Company's issue, or upon a sale of substantially all the property of the Company
to an association, person, party, corporation,  partnership, or control group as
that term is  construed  for  purposes  of the  Exchange  Act,  this Plan  shall
terminate, and all Options theretofore granted hereunder shall terminate, unless
provision  be made in  writing  in  connection  with  such  transaction  for the
continuance  of this Plan  and/or  for the  assumption  of  Options  theretofore
granted, or the substitution for such Options of options covering the stock of a
successor  employer  corporation,  or a parent  or a  subsidiary  thereof,  with
appropriate adjustments as to the number and kind of shares and prices, in which
event this Plan and options theretofore granted shall continue in the manner and
under  the  terms so  provided.  If this  Plan  and  unexercised  Options  shall
terminate pursuant to the foregoing sentence, all persons owning any unexercised
portions of Options then outstanding shall have the right, at such time prior to
the  consummation  of the  transaction  causing such  termination as the Company
shall  designate,  to  exercise  the  unexercised  portions  of  their  Options,
including the portions  thereof which would, but for this Section 8.3 not yet be
exercisable.


                                   ARTICLE IX
                                   ----------
                       DURATION, AMENDMENT AND TERMINATION
                       -----------------------------------

      Section 9.1. The Board of Directors may at any time terminate this Plan or
make such amendments hereto as it shall deem advisable and in the best interests
of the Company,  without action on the part of the  stockholders  of the Company
unless  such  approval  is  required  pursuant to Section 422 of the Code or the
regulations thereunder; PROVIDED, HOWEVER, that no such termination or amendment
shall,  without  the  consent  of  the  individual  to  whom  any  Option  shall
theretofore  have been granted,  affect or impair the rights of such  individual
under such Option.  Pursuant to ss. 422(b) of the Code, no Incentive  Option may
be  granted  pursuant  to this Plan  after ten years  from the date this Plan is
adopted or the date this Plan is approved by the  stockholders  of the  Company,
whichever is earlier.

                                       10

<PAGE> 



                                    ARTICLE X
                                    ---------
                                  RESTRICTIONS
                                  ------------

      Section  10.1.  Any Options  and shares of Common  Stock  issued  pursuant
hereto  shall be subject to such  restrictions  on transfer and  limitations  as
shall, in the opinion of the Administrator,  be necessary or advisable to assure
compliance with the laws, rules and regulations of the United States  government
or any state or jurisdiction thereof. In addition,  the Administrator may in any
Option Agreement impose such other restrictions upon the disposition or exercise
of an Option or upon the sale or other disposition of the shares of Common Stock
deliverable  upon  exercise  thereof  as the  Administrator  may,  in  its  sole
discretion,  determine.  By  accepting  the grant of an  Option or SAR  pursuant
hereto, each Optionee shall agree to any such restrictions.

      Section 10.2.  Any  certificate  evidencing  shares of Common Stock issued
pursuant to exercise of an Option shall bear such legends and  statements as the
Administrator,  the Board of  Directors  or  counsel to the  Company  shall deem
advisable  to assure  compliance  with the laws,  rules and  regulations  of the
United States  government or any state or jurisdiction  thereof.  No certificate
evidencing shares of Common Stock shall be delivered pursuant to exercise of the
Options  granted under this Plan until the Company has obtained such consents or
approvals  from such  regulatory  bodies of the United States  government or any
state or jurisdiction  thereof as the  Administrator,  the Board of Directors or
counsel to the Company deems necessary or advisable.


                                   ARTICLE XI
                                   ----------
                              FINANCIAL ASSISTANCE
                              --------------------

      Section 11.1 The Company is vested with the authority  hereunder to assist
any employee to whom an Option is granted  hereunder  (including  any officer or
director of the Company or any of its  subsidiaries  who is also an employee) in
the payment of the  purchase  price  payable upon  exercise of such  Option,  by
lending the amount of such purchase  price to such employee on such terms and at
such rates of interest and upon such security (or  unsecured) as shall have been
authorized by or under authority of the Board of Directors.  Any such assistance
shall comply with the  requirements  of Regulation G promulgated by the Board of
the  Federal  Reserve  System,  as  amended  from  time to time,  and any  other
applicable law, rule or regulation.


                                   ARTICLE XII
                                   -----------
                              APPLICATION OF FUNDS
                              --------------------

      Section 12.1.  The proceeds  received by the Company from the issuance and
sale of Common Stock upon exercise of Options granted  pursuant to this Plan are
to be  added to the  general  funds of the  Company  and used for its  corporate
purposes as determined by the Board of Directors.

                                       11

<PAGE>



                                  ARTICLE XIII
                                  ------------
                              EFFECTIVENESS OF PLAN
                              ---------------------

      Section 13.1 This Plan shall become  effective  upon adoption by the Board
of  Directors,  and  Options  may be issued  hereunder  from and after that date
subject to the  provisions  of Section 3.3 above.  This Plan must be approved by
the  Company's   stockholders  in  accordance  with  the  applicable  provisions
(relating  to the  issuance  of stock or  options)  of the  Company's  governing
documents and state law or, if no such approval is  prescribed  therein,  by the
affirmative  vote of the  holders of a majority of the votes cast at a duly held
stockholders  meeting  at  which a quorum  representing  a  majority  of all the
Company's outstanding voting stock is present and voting (in person or by proxy)
or, without regard to any required time period for approval, by any other method
permitted  by Section 422 of the Code and the  regulations  thereunder.  If such
stockholder  approval is not  obtained  within one year of the  adoption of this
Plan by the Board of Directors or within such other time period  required  under
Section 422 of the Code and the regulations  thereunder,  this Plan shall remain
in force, provided however, that all Options issued and issuable hereunder shall
automatically be deemed to be Non-Qualified Options.

      IN WITNESS WHEREOF,  pursuant to the approval of this Plan by the Board of
Directors, this Plan is executed and adopted the 10th day of February, 1997.


                                     THINK NEW IDEAS, INC.

[CORPORATE SEAL]

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



ATTEST:

By:   /s/ Melvin Epstein
      --------------------------
      Melvin Epstein










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