Exhibit 10.18

                              EMPLOYMENT AGREEMENT

       THIS  EMPLOYMENT  AGREEMENT (the  "Agreement") is entered into as of this
31st day of October 1997, between THINK New Ideas, Inc., a Delaware  corporation
(the  "Company"),  and Joseph  Nicholson an individual  resident of  Winchester,
Massachusetts (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
Company  and the  Employee,  collectively,  referred to as the  "Parties",  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"). Nothing set forth herein
shall be  construed  to give the Company  the right to require  the  Employee to
relocate or be based in any place other than the Boston, Massachusetts area.

       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 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: (a)  specifically  include any extensions  permitted  hereunder or
provided  herein;  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 Monthly Compensation to the Employee pursuant to
Subsections 9(b) and 9(c) hereof.

       3.       Office and Duties. During the Period of Employment:

                (a) the Employee  shall be employed as the head of the Company's
New England  division in the event that the Company does not continue to operate
BBG as a separate  subsidiary.  Such  position  shall have the  responsibilities
reasonably  prescribed by the board of

<PAGE>

directors ("Board of Directors") of the Company (as the sole stockholder of BBG)
in accordance with the bylaws of the Company (the "Bylaws"); and

                (b) the Employee shall devote  substantially  all of his time to
the  business and affairs of the Company (which phrase shall hereinafter include
BBG) 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.

                (c) the Employee  shall be entitled to vacation  time based upon
the  cumulative  number of years the  Employee  is or has been  employed  by the
Company (deemed for this purpose to include a predecessor, successor, subsidiary
or other affiliate of the Company) as follows:

                  Weeks of Vacation           Full Years of Service
                ------------------------------------------------------
                     Two (2)             One (1) through Six (6)
                    Three (3)            Seven (7) through Nine (9)
                     Four (4)            Ten (10) through Fourteen (14)
                     Five (5)            Fifteen (15) and Beyond

       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

<PAGE>


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:

                (a)   Compensation.   The   Company   shall  pay  the   Employee
compensation  equal  to  at  least  One  Hundred  Twenty-Five  Thousand  Dollars
($125,000) per annum at a rate of Ten Thousand Four Hundred  Sixteen Dollars and
Sixty-Seven Cents ($10,416.67) per month (such monthly amount as the same may be
increased from time to time by virtue of the  adjustments set forth herein below
shall be defined as the "Monthly Compensation"). Such salary shall be payable in
accordance with the customary payroll practices of the Company.

                 (b) Options.  The Company  shall grant the Employee  options to
purchase  200,000  shares of common stock of the  Company,  $.0001 par value per
share (the  "Common  Stock")  pursuant to and in  accordance  with the THINK New
Ideas,  Inc.  Amended and  Restated  1997 Stock  Option Plan (the  "Plan").  The
exercise price of the Options shall be the market price of the Common Stock,  as
provided  in the  Plan,  and the  Options  shall  vest  and  become  exercisable
commencing  one (1) year  from the date of the  grant  for a period  of four (4)
years in equal  annual  increments,  subject  to  acceleration  if by the second
anniversary of the Effective Date, the  Measurement  Period Sales, as defined in
the definitive Stock Purchase Agreement (the "Purchase Agreement") between THINK
New Ideas, Inc. and BBG at the end of the Measurement  Period, as defined in the
Purchase  Agreement,  reflect  revenue  growth of thirty percent (30%) per  year
over Base Sales, as defined in the Purchase Agreement.

                (c)  Profitability  Bonus.  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.

       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 $600 per month as an
automobile  allowance,  which  amount  shall  include  all  expenses  related to
maintenance of such an automobile and 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 for similar employees.

       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
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

<PAGE>

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 set forth) 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;  and  (ii)  "cause"  as the same is  construed  for
employment purposes under the laws of the State of Delaware.  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 three  hundred  sixty-five  day (365-day)
period.  A  majority  vote of the  Board of  Directors  (or such vote as is then
prescribed by the Company's  then effective  Bylaws or by applicable  law) shall
determine  whether and when the  Disability of the Employee has occurred or when
the  Employee  shall  be  subject  to  a  Just  Cause   determination  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 deemed  in Section 4(a) hereof)  multiplied by the sum
of the  number  of  months  remaining  during  the  Period  of  Employment  (the
"Termination Formula"); or

                 (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;  (ii) upon any material  change in the
nature of the Company's business, without the Employee's prior

<PAGE>

consent;  and (iii)  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.

       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 a 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)
and 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 payments hereunder.

       10. Non-Competition.  Notwithstanding any earlier termination, during the
Period of Employment 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 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  thereto in  writing),  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, 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/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 in connection with
the  business  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, firm, corporation,  business organization
or other entity.

<PAGE>

       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 the
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,
programs,  designs,  products,  processes  or  technologies  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 relating to any of the foregoing and, as to copyrightable material,
to obtain copyright thereon; and

                 (b) Notwithstanding any earlier termination,  during the Period
of Employment 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 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,  programs,
engineering designs and standards, design specification,  analytical techniques,
technical  information,   customer,  client,  vendor  or  supplier  information,
employee information, and any and all other confidential


<PAGE>


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.  Notwithstanding the foregoing, in
the  event   that  a  court  of  competent  jurisdiction   determines  that  the
non-compete 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, or 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 the 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  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,  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.

       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.

<PAGE>

       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 be binding  upon such  resulting or surviving
transferree  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  and 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 provisions 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
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. 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:

<PAGE>

              (a) To the Company:            THINK New Ideas, Inc.
                                             45 West 36th Street, 12th Floor
                                             New York, New York 10018
                                             Attention: President

              (b) To the Employee:           Mr. Joseph Nicholson
                                             c/o BBG New Media, Inc.
                                             92 Montvale
                                             Stoneham, Massachusetts 02180

              (c) With an additional copy    Kirkpatrick & Lockhart LLP
                  by like means to:          1800 Massachusetts Ave., N.W.
                                             Second Floor
                                             Washington, D.C. 20036
                                             Attn: Victoria A. Baylin, Esq.

                                                       and

                                             Mintz, Levin, Cohn, Ferris, Glovsky
                                              and Popeo, P.C.
                                             One Financial Center
                                             Boston, Massachusetts 02111
                                             Attn: Steven P. Rosenthal, Esq.
                                                   Mary-Laura Greely, 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 successor 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.

       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 of  conditions or any other term or condition  hereof,  nor
shall any failure to enforce any  provision  hereof  operate as a waiver of such
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.

<PAGE>

       25.  Vesting.  In the  event  of a  Change  in  Control  (as  hereinafter
defined), any and all options,  rights or other securities which are exercisable
into shares of Common  Stock of the  Company  granted to the  Employee  pursuant
hereto shall vest and become immediately  exercisable to the extent permitted by
applicable law. The Term "Change in Control",  for purposes hereof,  shall mean:
(i) the sale of all or substantially all of the assets of the Company;  (ii) the
acquisition  of capital  stock of the  Company by any person or group of persons
resulting in ownership by such person or group of more than forty  percent (40%)
of the issued and outstanding shares of capital stock of the Company;  (iii) any
plan for the  liquidation or  dissolution of the Company;  or (iv) any merger or
consolidation of the Company in which the Company is not the surviving company.

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

                                     THINK NEW IDEAS, INC., the Company


                                     By: /s/ Ron Bloom, President
                                        -------------------------
                                        Ron Bloom, President


                                     THE EMPLOYEE


                                     By: /s/ Joseph Nicholson
                                        -------------------------
                                        Joseph Nicholson