Unassociated Document


    Exhibit
      10.1

    


    


    EMPLOYMENT
      AGREEMENT

    


    THIS
      EMPLOYMENT AGREEMENT (the "Agreement"), dated July 17, 2007 and is effective
      as
      of January 1, 2007, by and between Joel M. Bennett ("Executive") and JAKKS
      Pacific, Inc., a Delaware corporation ("JAKKS" or the "Company").

    


    WITNESSETH:

    


        WHEREAS,
      Executive and the Company entered into an Employment Agreement, dated as of
      January 1, 2003 that expired on December 31, 2006; and

    


        WHEREAS,
      Executive and the Company desire to enter into a new Employment Agreement to
      provide for Executive's continued employment by the Company on the terms and
      subject to the conditions set forth herein.

    


        NOW,
      THEREFORE,
      in
      consideration of the mutual promises, representations and warranties set forth
      herein, and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties hereto, intending
      to
      be legally bound hereby, agree as follows:

    


    1.
       OFFICES
      AND DUTIES.

    


    (a)
       The
      Company hereby employs Executive during the Term (as hereinafter defined) to
      serve as the Company's Executive Vice President and Chief Financial Officer.
      As
      such, Executive shall have principal responsibility and authority (subject
      to
      the provisions of Section 1(c)) to administer all financial and accounting
      functions for the Company and its subsidiaries, including without limitation
      with respect to:

    


    
      	 	
              (i)
                

            	
              financial
                recordkeeping and reporting;

            


    

    


    
      	 	
              (ii)
                

            	
              interfacing
                with the Company's independent
                auditors;

            


    

    


    
      	 	
              (iii)

            	
              preparation
                and interpretation of budgets, projections and other financial
                analyses;

            


    

    


    
      	 	
              (iv)

            	
              tax
                reporting and compliance;

            


    

    


    
      	 	
              (v)

            	
              cash
                management; and

            


    

    


    
      	 	
              (vi)
                

            	
              reporting
                to and advising the Company's Board of Directors and executive management
                on financial, accounting, tax and compensation
                matters.

            


    

    


    Within
      the scope of such functions and duties, Executive shall perform such
      administrative and supervisory services on behalf of the Company as the
      Company's Board of Directors or a Superior Officer (as hereinafter defined)
      may
      from time to time reasonably direct. The Company's Board of Directors or a
      Superior Officer may appoint or designate Executive to serve in such other
      corporate offices of the Company or a Subsidiary (as hereinafter defined) as
      they may from time to time deem necessary, proper or advisable; provided that,
      without his consent (which shall not be unreasonably withheld), Executive shall
      not be required to occupy or serve in any office which (i) is not reasonably
      related to his functions and duties as Chief Financial Officer and (ii) involves
      other substantial duties or liabilities.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


        (b)
       Executive
      shall devote substantially all of his business time and attention to the
      business and affairs of the Company.

    


        (c)
       Executive
      shall at all times be subject to the direction and control of the Company's
      Board of Directors and the Superior Officers and observe and comply with such
      rules, regulations, policies and practices as the Company's Board of Directors
      or the Superior Officers may from time to time establish.

    


        (d)
       Executive
      hereby accepts such employment and agrees that throughout the Term he shall
      faithfully, diligently and to the best of his ability, in furtherance of the
      business of the Company, perform the duties assigned to him or incidental to
      the
      offices assumed by him pursuant to this Section.

    


    2.
       TERM.
      The
      employment of Executive hereunder shall commence as of the date hereof and
      continue for a term ending on December 31, 2009, subject to earlier termination
      upon the terms and conditions provided elsewhere herein (the "Term"). As used
      herein, "Termination Date" means the last day of the Term.

    


    3.
       COMPENSATION.

    


        (a)(i)
       Base
      Salary.
      As
      compensation for his services hereunder, the Company shall pay to Executive
      a
      base salary at the rate of $400,000 per annum (the "Base Salary"). The Base
      Salary shall be paid to Executive in substantially equal installments no less
      often than twice monthly, subject to any required tax withholding.

    


        (a)(ii)
       Restricted
      Stock Award.
      Subject
      to the terms of the Company's 2002 Stock Award and Incentive Plan (as in effect
      on the date hereof and as subsequently may be amended, from time to time, the
      "Plan") and the applicable restricted stock agreement, which shall be
      substantially in the form annexed hereto as Exhibit A, upon the execution of
      this Agreement, the Company shall grant to Executive 15,000 shares of restricted
      common stock, par value $.001 per share (the "Restricted Stock"), of the
      Company. 5,000 shares of this award of Restricted Stock shall vest (and
      associated restrictions shall lapse) on each of December 31, 2007, 2008 and
      2009, all in accordance with the terms of the applicable restricted stock
      agreement.

    


        (b)
       Bonus.
      The
      Compensation Committee of the Board of Directors or the Board of Directors
      may,
      from time to time, award an annual bonus to Executive, in cash or in property,
      in an amount up to fifty percent (50%) of the Base Salary, as such Committee
      or
      the Board of Directors may determine in its sole discretion to be appropriate
      based on business criteria established or determined by the Committee, including
      economic and business conditions affecting the Company, and Executive's personal
      performance. Such annual bonus may be awarded in accordance with the Plan or
      as
      otherwise determined by such Committee or the Board of Directors.

    


        (c)
       Additional
      Compensation.
      The
      Company shall pay to the Executive such additional incentive compensation as
      the
      Compensation Committee of the Board of Directors or the Board of Directors
      may
      from time to time determine.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


        (d)
       Nothing
      contained herein and no action taken in respect of any bonus or additional
      compensation (or otherwise in respect of Sections 3(b) or (c)) shall create
      or
      be construed to create a trust of any kind. Any bonus or additional compensation
      under Sections 3(b) or (c) shall be paid from general funds of the Company,
      and
      no special or separate fund shall be established, and no segregation of assets
      shall be made, to assure payment of any bonus or additional compensation
      hereunder.

    


        (e)
       In
      addition to his Base Salary and other compensation provided herein, Executive
      shall be entitled to participate, to the extent he is eligible under the terms
      and conditions thereof, in any stock, stock option or other equity participation
      plan and any profit-sharing, pension, retirement, insurance, medical service
      or
      other employee benefit plan generally available to the executive officers of
      the
      Company, and to receive any other benefits or perquisites generally available
      to
      the executive officers of the Company pursuant to any employment policy or
      practice, which may be in effect from time to time during the Term. Except
      as
      otherwise expressly provided herein, the Company shall be under no obligation
      hereunder to institute or to continue any such employee benefit plan or
      employment policy or practice.

    


        (f)
       During
      the Term, Executive shall not be entitled to additional compensation for serving
      as a director or officer of the Company or any Subsidiary (other than Executive
      Vice President or Chief Financial Officer of the Company), if such service
      is
      reasonably related to his duties and functions as the Company's Chief Financial
      Officer and does not involve any other substantial duties or
      liabilities.

    


    4.
       EXPENSE
      ALLOWANCE.

    


        (a)
       The
      Company shall pay directly, or advance funds to Executive or reimburse Executive
      for, all expenses reasonably incurred by him in connection with the performance
      of his duties hereunder and the business of the Company, upon the submission
      to
      the Company of itemized expense reports, receipts or vouchers in accordance
      with
      its then customary policies and practices.

    


        (b)
       The
      Company shall provide to Executive a suitable automobile or other vehicle for
      his exclusive use and shall pay the entire cost thereof (including, without
      limitation, purchase price or lease payments, insurance premiums, repair
      charges, and maintenance and operating expenses), other than fuel charges,
      or
      shall pay to executive a monthly automobile allowance in the amount of
      $1,000.

    


    5.
       LOCATION.
       Except
      for routine travel and temporary accommodation reasonably required to perform
      his services hereunder, Executive shall not be required to perform his services
      hereunder at any location other than the Company's principal executive
      office.

    


    6.
       OFFICE.
       The
      Company shall provide Executive with suitable office space, furnishings and
      equipment, secretarial and clerical services and such other facilities and
      office support as are reasonably necessary for the performance of his services
      hereunder.

    


    7.
       VACATION.
       Executive
      shall be entitled to four weeks paid vacation during each year of his employment
      hereunder, such vacation to be taken at such time or times as shall be agreed
      upon by Executive and the Company. Vacation time shall be cumulative from year
      to year, except that Executive shall not be entitled to take more than six
      weeks
      vacation during any consecutive 12-month period during the
      Term.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    8.
       KEY-MAN
      INSURANCE.
       The
      Company shall have the right from time to time to purchase, increase, modify
      or
      terminate insurance policies on the life of Executive for the benefit of the
      Company in such amounts as the Company may determine in its sole discretion.
      In
      connection therewith, Executive shall, at such time or times and at such place
      or places as the Company may reasonably direct, submit himself to such physical
      examinations and execute and deliver such documents as the Company may deem
      necessary or appropriate.

    


    9.
       CONFIDENTIAL
      INFORMATION.
       Executive
      shall, during the Term and for a period of five years thereafter, hold all
      Confidential Information (as hereinafter defined) in a fiduciary capacity for
      the benefit of the Company, and he shall not, at any time hereafter, without
      the
      prior written consent of the Company, use or disclose to any Person, other
      than
      the Company or its designees, any such Confidential Information,
      except:

    


    (a)
       to
      the
      extent reasonably required for Executive to perform his functions and duties
      hereunder;

    


    (b)
       to
      the
      extent disclosure is required by an order, subpoena, demand or other legal
      process; provided that Executive promptly gives notice thereof to the Company
      so
      that the Company may oppose such disclosure or seek a protective order or other
      confidential treatment of such Confidential Information;

    


    (c)
       to
      the
      extent any Confidential Information becomes generally available in the public
      domain (other than through the disclosure of such Confidential Information
      by
      Executive in violation of the provisions of this Section or any other
      confidentiality obligation of Executive in favor of the Company or a
      Subsidiary); and

    


    (d)
       that
      any
      Confidential Information that was known to Executive prior to his initial
      employment by the Company may be used by or disclosed by Executive after the
      Termination Date.

    


    On
      the
      Termination Date or upon request by the Company at any time prior thereto,
      Executive shall deliver to the Company any manuals, records, files, lists and
      other documentation (regardless of form) embodying or containing Confidential
      Information, without retaining any copy thereof, except to the extent such
      Confidential Information may be retained for use or disclosure by Executive
      pursuant to clauses (a) through (d) of the preceding sentence.

    


    10.
       INTELLECTUAL
      PROPERTY.
       Subject
      to Sections 2870 and 2871 of the California Labor Code:

    


     
      (a)  Any
      Invention (as hereinafter defined) conceived, developed, created or made by
      Executive, alone or with others, during the Term and applicable to the business
      of the Company, whether or not patentable or registrable, shall become the
      sole
      and exclusive property of the Company.

    


     
      (b)  Executive
      shall disclose the same promptly and completely to the Company and shall, during
      the Term or thereafter, (i) execute all documents requested by the Company
      for
      vesting in the Company the entire right, title and interest in and to the same,
      (ii) execute all documents requested by the Company for filing applications
      for
      and procuring such patents, trademarks, service marks or copyrights as the
      Company, in its sole discretion, may desire to prosecute, and (iii) give the
      Company all assistance it may reasonably require, including the giving of
      testimony in any Proceeding (as hereinafter defined), in order to obtain,
      maintain and protect the Company's right therein and thereto; provided that
      the
      Company shall bear the entire cost and expense of such assistance, including
      without limitation paying Executive reasonable compensation for any such
      assistance after the Termination Date.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    11.
       NON-SOLICITATION. During
      the Term, and unless his employment terminates pursuant to Section 14(a), for
      a
      further period of two years thereafter, Executive shall not, directly or
      indirectly, for himself or on behalf of any other Person, attempt in any manner
      to persuade any supplier, customer or vendor of the Company or Subsidiary to
      cease doing business or to reduce the amount of business with the Company or
      such Subsidiary which any such supplier, customer or vendor has customarily
      done
      or contemplates doing with the Company or such Subsidiary. 

    Executive
      acknowledges that the provisions of this Section, and the period of time and
      scope and type of restrictions on his activities set forth herein, are
      reasonable and necessary for the protection of the Company.

    


    12.
       TERMINATION
      UPON DEATH OR DISABILITY.
       Executive's
      employment hereunder shall terminate immediately upon his death. In the event
      that Executive is unable to perform his duties hereunder by reason of any
      disability or incapacity (due to any physical or mental injury, illness or
      defect) for an aggregate of 90 days in any consecutive 12-month period, the
      Company shall have the right to terminate Executive's employment hereunder
      within 60 days after the 90th day of his disability or incapacity by giving
      Executive notice to such effect at least 30 days prior to the date of
      termination set forth in such notice, and on such date such employment shall
      terminate.

    


    13.
       TERMINATION
      BY THE COMPANY.

    


          
      (a)
       In
      addition to any other rights or remedies provided by law or in this Agreement,
      the Company may terminate Executive's employment under this Agreement for the
      reasons set forth in this Section 13(a), any of which reasons shall constitute
      “cause” and any of which events shall be referred to as a “For Cause Event”,
      if:

    


    (i)
       Executive
      is convicted of, or enters a plea of guilty or nolo contendere (which plea
      is
      not withdrawn prior to its approval by the court) to, a felony offense and
      either Executive fails to perfect an appeal of such conviction prior to the
      expiration of the maximum period of time within which, under applicable law
      or
      rules of court, such appeal may be perfected or, if Executive does perfect
      such
      an appeal, his conviction of a felony offense is sustained on appeal;
      or

    


    (ii)
       the
      Company's Board of Directors determines, after due inquiry, that Executive
      has:

    


    (A)
      committed fraud against, or embezzled or misappropriated funds or other assets
      of, the Company or any Subsidiary;

    


    (B)
      violated, or caused the Company or any Subsidiary, or any officer, employee
      or
      other agent thereof, or any other Person to violate, any material law,
      regulation or ordinance, which violation has or would reasonably be expected
      to
      have a significant detrimental effect on the Company, or any material rule,
      regulation, policy or practice established by the Board of Directors of the
      Company or any Subsidiary;


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    (C)
      on a
      persistent or recurring basis, (1) failed properly to perform his duties
      hereunder or (2) acted in a manner detrimental to, or adverse to the interests
      of, the Company; or

     

    (D)
      violated, or failed to perform or satisfy any material covenant, condition
      or
      obligation required to be performed or satisfied by Executive
      hereunder.

    


         
      (b)
       The
      Company may effect such termination for cause by giving Executive notice to
      such
      effect, setting forth therein the Termination Date (which may be the date such
      notice is given, in case such termination is based on paragraph (i) or clause
      A
      of paragraph (ii) of Section 13(a), but which shall otherwise be at least 20
      days after the date such notice is given) and, in reasonable detail, the factual
      basis for such termination, and, in such event, such termination shall be
      effective on the Termination Date set forth in such notice, unless Executive
      avoids such termination by curing to the reasonable satisfaction of the
      Company's Board of Directors the factual basis for termination set forth therein
      or otherwise providing the Board of Directors with information reasonably
      sufficient for the Board to determine that the termination should not be
      effected.

    


         
      (c)
       In
      making
      any determination pursuant to this Section 13(a) as to the occurrence of any
      For
      Cause Event described in clauses (A) to (D) of paragraph (ii) thereof, each
      of
      the following shall constitute convincing evidence of such
      occurrence:

    


    (i)
       if
      Executive is made a party to, or target of, any Proceeding arising under or
      relating to any For Cause Event, Executive's failure to defend against such
      Proceeding or to answer any complaint filed against him therein, or to deny
      any
      claim, charge, averment, or allegation thereof asserting or based upon the
      occurrence of a For Cause Event;

    


    (ii)
       any
      judgment, award, order, decree or other adjudication or ruling in any such
      Proceeding finding or based upon the occurrence of a For Cause Event (that
      is
      not reversed or vacated on appeal); or

    


    (iii)
       any
      settlement or compromise of, or consent decree issued in, any such Proceeding
      in
      which Executive expressly admits the occurrence of a For Cause
      Event;

    


    provided
      that none of the foregoing shall be dispositive or create an irrebuttable
      presumption of the occurrence of such For Cause Event; and provided further
      that
      the Company's Board of Directors may rely on any other factor or event as
      convincing evidence of the occurrence of a For Cause Event.

    


         
      (d)
       Nothing
      contained herein shall prevent the Company’s Board of Directors from making its
      determination that a For Cause Event has occurred subsequent to the termination
      of the Executive’s employment hereunder. 

    


          (e)
       In
      addition to any other termination rights provided in this Agreement, the Company
      may terminate Executive’s employment under this Agreement without cause and for
      no reason or any reason upon thirty (30) days prior written notice given at
      any
      time after the six month anniversary of the date of this Agreement, in which
      event the Executive shall be entitled to receive the amounts provided for under
      Sections 15(a) and 15(c) below.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    14.
       TERMINATION
      BY EXECUTIVE.
       In
      addition to any other rights or remedies provided by law or in this Agreement,
      Executive may terminate his employment hereunder if:

    


          (a)
       the
      Company violates, or fails to perform or satisfy any material covenant,
      condition or obligation required to be performed or satisfied by it hereunder
      or, (ii) as a result of any action or failure to act by the Company, there
      is a
      material change in the nature or scope of the duties, obligations, rights or
      powers of Executive's employment, by giving the Company notice to such effect,
      setting forth in reasonable detail the factual basis for such termination,
      at
      least 10 days prior to the date of termination set forth therein; provided,
      however, that the Company may avoid such termination if it, prior to the date
      of
      termination set forth in such notice, (i) cures or explains to the reasonable
      satisfaction of Executive the factual basis for termination set forth therein
      or
      (ii) confirms in writing that Executive has no further obligation to perform
      any
      of the duties assigned to him by the Company or any other services for the
      Company, and continues to pay and/or provide Executive with the compensation
      and
      benefits set forth in Sections 3 and 4 hereof in accordance with the provisions
      of this Agreement; and

    


          (b)
       a
      Change
      of Control (as hereinafter defined) occurs during the Term, by giving the
      Company notice to such effect, setting forth the event or circumstance
      constituting such Change of Control, such termination to be effective upon
      the
      date of termination set forth therein (not less than 90 days after the date
      of
      such notice).

    


    The
      termination by Executive of his employment pursuant to this Section 14 shall
      not
      constitute or be deemed to constitute for any purpose a "voluntary resignation"
      of his employment.

    


    15.
       COMPENSATION
      UPON TERMINATION.
       Notwithstanding
      anything contained

    herein
      to
      the contrary:

    


          (a)
       Upon
      termination of Executive's employment hereunder, he shall be entitled to
      receive, in any case, any compensation or other amounts due to him pursuant
      to
      Section 3 (except as otherwise provided in Section 15(b) below) or Section
      4 in
      respect of his employment prior to the Termination Date.

    


          (b)
       If
      Executive’s employment is terminated as a result of the occurrence of a “For
      Cause Event" pursuant to Section 13, from and after the Termination Date, the
      Company shall have no further obligation to Executive hereunder, including
      without limitation any obligation pursuant to Section 17, except for the payment
      to Executive of any amount required to be made pursuant to Section 15(a) above;
      provided, however, that payment of any bonus compensation under Section 3(b)
      shall only be made to the extent it has been earned or awarded with respect
      to
      the last full fiscal year immediately preceding the Termination Date, and no
      bonus compensation shall be paid with respect to the fiscal year in which the
      Termination Date occurs.

    


          (c)
       If
      Executive’s employment is terminated by (i) Executive pursuant to Section 14,
      and, if at the time Executive gives the Company the notice of termination
      referred to therein, the Company has not given to Executive a notice of
      termination upon his disability pursuant to Section 12 or "for cause" pursuant
      to Section 13; or (ii) the Company other than as a result of the occurrence
      of a
      "For Cause Event" pursuant to Section 13, he shall be entitled to receive an
      amount equal to the total amount of his annual Base Salary in effect as of
      the
      Termination Date. 

    


          (d)
       If
      Executive's employment hereunder terminates as a result of his death or
      disability pursuant to Section 12, he or his guardian, custodian or other legal
      representative or successor shall be entitled to continue to receive the Base
      Salary payable pursuant to Section 3(a)(i) in the amounts and at the times
      provided therein for a period of six months following the Termination
      Date.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


          (e)
       Except
      as
      otherwise provided in Section 15(d), any amount payable to Executive upon
      termination of his employment hereunder shall be paid promptly, and in any
      event
      within 30 days, after the Termination Date.

    


    16.
       CHANGE
      OF CONTROL.

    


          
       (a)
       For
      the
      purposes of this Section 16:

    


    (i)
       The
      "Act"
      is the Securities Exchange Act of 1934, as amended.

    


    (ii)
       A
      "person" includes a "group" within the meaning of Section 13(d)(3) of the
      Act.

    


    (iii)
       "Control"
      is used herein as defined in Rule 12b-2 under the Act.

    


    (iv)
       "Beneficially
      owns" and "acquisition" are used herein as defined in Rules 13d-3 and 13d-5,
      respectively, under the Act.

    


    (v)
       "Non-Affiliated
      Person" means any person, other than Executive, an employee stock ownership
      trust of the Company (or any trustee thereof for the benefit of such trust),
      or
      any person controlled by Executive, the Company or such a trust.

    


    (vi)
       "Voting
      Securities" includes Common Stock and any other securities of the Company that
      ordinarily entitle the holders thereof to vote, together with the holders of
      Common Stock or as a separate class, with respect to matters submitted to a
      vote
      of the holders of Common Stock, but securities of the Company as to which the
      consent of the holders thereof is required by applicable law or the terms of
      such securities only with respect to certain specified transactions or other
      matters, or the holders of which are entitled to vote only upon the occurrence
      of certain specified events (such as default in the payment of a mandatory
      dividend on preferred stock or a scheduled installment of principal or interest
      of any debt security), shall not be Voting Securities.

    


    (vii)
       "Right"
      means any option, warrant or other right to acquire any Voting Security (other
      than such a right of conversion or exchange included in a Voting
      Security).

    


    (viii)
       The
      "Code" is the Internal Revenue Code of 1986, as amended.

    


    (ix)
       "Base
      amount," "present value" and "parachute payment" are used herein as defined
      in
      Section 280G of the Code.

    


         
        (b)
       A
      "Change
      of Control" occurs when:

    


    (i)
       a
      Non-Affiliated Person acquires control of the Company;

    


    (ii)
       upon
      an
      acquisition of Voting Securities or Rights by a Non-Affiliated Person or any
      change in the number or voting power of outstanding Voting Securities, such
      Non-Affiliated Person beneficially owns Voting Securities or Rights entitling
      such person to cast a number of votes (determined in accordance with Section
      16(g)) equal to or greater than 25% of the sum of (A) the number of votes that
      may be cast by all other holders of outstanding Voting Securities and (B) the
      number of votes that may be cast by such Non-Affiliated Person (determined
      in
      accordance with Section 16(g)); or


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    (iii)
       upon
      any
      change in the membership of the Company's Board of Directors, a majority of
      the
      directors are persons who are not nominated or appointed by the Company's Board
      of Directors as constituted prior to such change.

    


         
        (c)
       It
      is
      intended that the present value of any payments or benefits to Executive,
      whether hereunder or otherwise, that are includable in the computation of
      parachute payments shall not exceed 2.99 times the base amount. Accordingly,
      if
      Executive receives any payment or benefit from the Company which, when added
      to
      any parachute payments he receives as a result of the Change in Control, would
      subject any of the payments or benefits to Executive to the excise tax imposed
      by Section 4999 of the Code, such parachute payments shall be reduced by the
      least amount necessary to avoid such tax. The Company shall have no obligation
      hereunder to make any payment or provide any benefit to Executive after the
      payment of such parachute payments which would subject any of such payments
      or
      benefits to the excise tax imposed by Section 4999 of the Code.

    


         
        (d)
       Any
      other
      provision hereof notwithstanding, Executive may, prior to his receipt of any
      parachute payments pursuant to Section 15(c)(ii), waive the payment thereof,
      or,
      after his receipt of such parachute payments thereunder, treat some or all
      of
      such amount as a loan from the Company which Executive shall repay to the
      Company within 180 days after the receipt thereof, together with interest
      thereon at the rate provided in Section 7872 of the Code, in either case, by
      giving the Company notice to such effect.

    


         
        (e)
       Any
      determination of any payment or benefit required to be made pursuant to this
      Section 16, shall be made by the Company's regularly-engaged independent
      certified public accountants, whose determination shall be conclusive and
      binding upon the Company and Executive; provided that such accountants shall
      give to Executive, on or before the date on which any such payment or benefit
      would be made, a notice setting forth in reasonable detail such determination
      and the basis therefor, and stating expressly that Executive is entitled to
      rely
      thereon.

    


         
        (f)
       The
      number of votes that may be cast by holders of Voting Securities or Rights
      upon
      the issuance or grant thereof shall be deemed to be the largest number of votes
      that may be cast by the holders of such securities or the holders of any other
      Voting Securities into which such Voting Securities or Rights are convertible
      or
      for which they are exchangeable or exercisable, determined as though such Voting
      Securities or Rights were immediately convertible, exchangeable or exercisable
      and without regard to any anti-dilution or other adjustments provided for
      therein.

    


    17.
       OTHER
      TERMINATION PROVISIONS.

    


            (a)
       Upon
      request by Executive, on the Termination Date or as soon as practicable
      thereafter, the Company shall assign to Executive, and Executive shall assume,
      the purchase agreement or lease relating to any automobile or other vehicle
      that
      the Company provides for his use on the Termination Date pursuant to Section
      4(b) (other than an automobile or other vehicle owned or leased by Executive),
      if and to the extent assignable under the terms and conditions thereof, and
      thereafter Executive shall be liable for, and the Company shall be relieved
      of
      all liability for, any amount or other obligation required to be paid or
      performed thereunder in respect of any period commencing after the date of
      assignment.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


         
        (b)
       Throughout
      the 10-year period following the Termination Date, the Company shall indemnify
      Executive, and hold him harmless from, any loss, damages, liability, obligation
      or expense that he may suffer or incur in connection with any claim made or
      Proceeding commenced during such period relating to his service as a director,
      officer, employee or agent of the Company (or any subsidiary thereof) to the
      same extent and in same manner as the Company shall be obligated so to indemnify
      Executive immediately prior to the Termination Date; provided that, if during
      such 10-year period the Company adopts or assumes any indemnification policy
      or
      practice with respect to its directors, officers, employees or agents that
      is
      more favorable than that in effect on the Termination Date, Executive shall
      be
      entitled to such more favorable indemnification.

    


         
        (c)
       Throughout
      the 10-year period following the Termination Date, the Company shall maintain
      for the benefit of Executive directors' and officers' liability insurance (on
      a
      "claims made" basis) providing coverage at least as favorable to Executive
      (including with respect to limits of liability, exclusions, and deductible
      and
      retention amounts) as that in effect on the

    Termination
      Date.

    


    18.
       LIMITATION
      OF AUTHORITY.
       Except
      as
      expressly provided herein, no provision hereof shall be deemed to authorize
      or
      empower either party hereto to act on behalf of, obligate or bind the other
      party hereto.

    


    19.
       NOTICES.
       Any
      notice or demand required or permitted to be given or made hereunder to or
      upon
      either party hereto shall be deemed to have been duly given or made for all
      purposes if (a) in writing and sent by (i) messenger or an overnight courier
      service against receipt, or (ii) certified or registered mail, postage paid,
      return receipt requested, or (b) sent by telegram, telecopy, telex or similar
      electronic means, provided that a written copy thereof is sent on
      the

    same
      day
      by postage-paid first-class mail, to such party at the following
      address:

    


    to
      the
      Company at:

    


    11
      East
      26th
      Street

    New
      York,
      New York 10010

    Attn.:
       President

    Fax:
       (212)
      929-9278

    


    


    with
      a
      copy to:

    


    22619
      Pacific Coast Highway, Suite 250

    Malibu,
      California 90265

    Attn:
      President

    Fax:
      (310) 456-7099

    


    Feder,
      Kaszovitz, Isaacson, Weber, Skala, Bass & Rhine LLP

    750
      Lexington Avenue

    New
      York,
      New York 10022

    Attn:
      Geoffrey A. Bass, Esq.

    Fax:
      (212) 888-7776


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    to
      Executive at:

    


    6791
      Trevino Drive

    Moorpark,
      California 93021

    Fax:
      (805) 532-1092

    


    or
      such
      other address as either party hereto may at any time, or from time to time,
      direct by notice given to the other party in accordance with this Section.
      The
      date of giving or making of any such notice or demand shall be, in the case
      of
      clause (a) (i), the date of the receipt; in the case of clause (a) (ii), five
      business days after such notice or demand is sent; and, in the case of clause
      (b), the business day next following the date such notice or demand is
      sent.

    


    20.
       AMENDMENT.
       Except
      as
      otherwise provided herein, no amendment of this Agreement shall be valid or
      effective, unless in writing and signed by or on behalf of the parties
      hereto.

    


    21.
       WAIVER.
       No
      course
      of dealing or omission or delay on the part of either party hereto in asserting
      or exercising any right hereunder shall constitute or operate as a waiver of
      any
      such right. No waiver of any provision hereof shall be effective, unless in
      writing and signed by or on behalf of the party to be charged therewith. No
      waiver shall be deemed a continuing waiver or waiver in respect of any other
      or
      subsequent breach or default, unless expressly so stated in
      writing.

    


    22.
       GOVERNING
      LAW.
       This
      Agreement shall be governed by, and interpreted and enforced in accordance
      with,
      the laws of the State of New York without regard to principles of choice of
      law
      or conflict of laws.

    


    23.
       JURISDICTION.
       Each
      of
      the parties hereto hereby irrevocably consents and submits to the jurisdiction
      of the courts of the State of New York and the United States District Court
      for
      the Southern District of New York in connection with any Proceeding arising
      out
      of or relating to this Agreement, waives any objection to venue in the County
      of
      New York, State of New York, or such District, and agrees that service of any
      summons, complaint, notice or other process relating to such Proceeding may
      be
      effected in the manner provided by clause (a)(ii) of Section 19.

    


    24.
       REMEDIES.
       In
      the
      event of any actual or prospective breach or default under this Agreement by
      either party hereto, the other party shall be entitled to equitable relief,
      including remedies in the nature of rescission, injunction and specific
      performance. All remedies hereunder are cumulative and not exclusive, and
      nothing herein shall be deemed to prohibit or limit either

    party
      from pursuing any other remedy or relief available at law or in equity for
      such
      actual or prospective breach or default, including the recovery of damages;
      provided that, except as provided in Section 15 and except with respect to
      a
      breach by Executive of his obligations pursuant to Sections 9, 10 and 11, no
      party hereto shall be liable under this Agreement for lost profits or
      consequential damages.

    


    25.
       SEVERABILITY.
       The
      provisions hereof are severable and in the event that any provision of this
      Agreement shall be determined to be invalid or unenforceable in any respect
      by a
      court of competent jurisdiction, the remaining provisions hereof shall not
      be
      affected, but shall, subject to the discretion of such court, remain in full
      force and effect, and any invalid or unenforceable provision shall be deemed,
      without further action on the part of the parties hereto, amended and limited
      to
      the extent necessary to render the same valid and enforceable.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    26.
       COUNTERPARTS.
       This
      Agreement may be executed in counterparts, each of which shall be deemed an
      original and which together shall constitute one and the same
      agreement.

    


    27.
       ASSIGNMENT.
       This
      Agreement, and each right, interest and obligation hereunder, may not be
      assigned by either party hereto without the prior written consent of the other
      party hereto, and any purported assignment without such consent shall be void
      and without effect, except that this Agreement shall be assigned to, and assumed
      by, any Person with or into which the Company merges or consolidates, or which
      acquires all or substantially all of its assets, or which otherwise succeeds
      to
      and continues the Company's business substantially as an entirety. Except as
      otherwise expressly provided herein or required by law, Executive shall not
      have
      any power of anticipation, assignment or alienation of any payments required
      to
      be made to him hereunder, and no other Person may acquire any right or interest
      in any thereof by reason of any purported sale, assignment or other disposition
      thereof, whether voluntary or involuntary, any claim in a bankruptcy or other
      insolvency Proceeding against Executive, or any other ruling, judgment, order,
      writ or decree.

    


    28.
       BINDING
      EFFECT.
       This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective successors and permitted assigns. This Agreement is not
      intended, and shall not be deemed, to create or confer any right or interest
      for
      the benefit of any Person not a party hereto.

    


    29.
       TITLES
      AND CAPTIONS.
       The
      titles and captions of the Articles and Sections of this Agreement are for
      convenience of reference only and do not in any way define or interpret the
      intent of the parties or modify or otherwise affect any of the provisions
      hereof.

    


    30.
       GRAMMATICAL
      CONVENTIONS.
       Whenever
      the context so requires, each pronoun or verb used herein shall be construed
      in
      the singular or the plural sense and each capitalized term defined herein and
      each pronoun used herein shall be construed in the masculine, feminine or neuter
      sense.

    


    31.
       REFERENCES.
       The
      terms
      "herein," "hereto," "hereof," "hereby," and "hereunder," and other terms of
      similar import, refer to this Agreement as a whole, and not to any Article,
      Section or other part hereof. 

    


    32.
       NO
      PRESUMPTIONS.
       Each
      party hereto acknowledges that it has had an opportunity to consult with counsel
      and has participated in the preparation of this Agreement. No party hereto
      is
      entitled to any presumption with respect to the interpretation of any provision
      hereof or the resolution of any alleged ambiguity herein based on any claim
      that
      the other party hereto drafted or controlled the drafting of this
      Agreement.

    


    33.
       CERTAIN
      DEFINITIONS.
       As
      used
      herein:

    


         
        (a)
       "Confidential
      Information" means all confidential or proprietary information of the Company
      or
      a Subsidiary, including without limitation information relating to Inventions
      (including Confidential Information required to be disclosed to the Company
      pursuant to Section 10), Trade Rights, plant and equipment, products, customers,
      suppliers, marketing and sales, personnel, and financing and tax
      matters.

    


         
        (b)
       "Invention"
      means any invention, design, process, system, improvement, development or
      discovery or any technical specifications, know-how or information or other
      intellectual property relating thereto.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


         
        (c)
       "Person"
      includes without limitation a natural person, corporation, joint stock company,
      limited liability company, partnership, joint venture, association, trust,
      government or governmental authority, agency or instrumentality, or any group
      of
      the foregoing acting in concert.

    


         
        (d)
       A
      "Proceeding" is any suit, action, arbitration, audit, investigation or other
      proceeding before or by any court, magistrate, arbitration panel or other
      tribunal, or any governmental agency, authority or instrumentality of competent
      jurisdiction.

    


    (e)
       "Subsidiary"
      means any Person in which the Company, directly or indirectly, owns any equity
      interest (including without limitation as a general partner of a partnership
      or
      a member of a limited liability company).

    


         
        (j)
       "Superior
      Officer" means any of the Company's Chairman, Chief Executive Officer, President
      or Chief Operating Officer.

    


         
        (k)
       "Trade
      Right" means any claim of copyright, trademark, service mark, trade name, brand
      name, trade dress, logo, symbol, design or other trade right.

    


    34.
       ENTIRE
      AGREEMENT.
       This
      Agreement embodies the entire agreement between the parties hereto with respect
      to the subject matter hereof and supersedes any prior agreement, commitment
      or
      arrangement relating hereto, including, without limitation, the Employment
      Agreement, which shall terminate, notwithstanding any contrary provision
      thereof, immediately upon the commencement of the Term.

    


         
        IN
      WITNESS WHEREOF,
      the
      undersigned have duly executed this Agreement as of the day and year first
      above
      written.

    


    
      	
               JAKKS
                PACIFIC, INC.

            	
               

            	
              EXECUTIVE:

            	 
	 	 	 	 	 
	 	 	 	 	 
	
              By:
                

            	
              /s/
                Stephen G. Berman

            	 	
              /s/
                Joel M. Bennett

            	 
	
               

            	
              Stephen
                G. Berman, President

            	 	
              Joel
                M. Bennett

            	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      A

    


    Restricted
      Stock Award Agreement

    Under
      the 

    JAKKS
      Pacific, Inc. 

    2002
      Stock Award and Incentive Plan

     

     

    This
      RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is entered into effective as
      of July 17, 2007 by and between Joel Bennett (the "Employee") and JAKKS Pacific,
      Inc., a Delaware corporation (the “Company”).

    


    WITNESSETH:

    


    WHEREAS,
      pursuant to the Company’s 2002 Stock Award and Incentive Plan (the “Plan”),
      either the Company’s Board of Directors or the Compensation Committee thereof
      has approved the grant to the Employee of Restricted Stock set forth herein,
      subject to the terms and conditions of this Agreement.

    


    1.
      AWARD OF RESTRICTED STOCK

    


         
      The
      Company hereby grants to the Employee an award of 15,000
      shares
      of
      restricted common stock of the Company, par value $.001 per share (the
“Restricted Stock”), subject to, and in accordance with, the restrictions,
      terms, and conditions set forth in this Agreement. The grant date of this award
      of Restricted Stock is July 17, 2007 (the “Grant Date”). This Agreement shall be
      construed in accordance with, and subject to, the provisions of the Plan (the
      provisions of which are incorporated herein by reference) and, except as
      otherwise expressly set forth herein, the capitalized terms used in this
      Agreement shall have the same definitions as set forth in the Plan.

    


    2.
      RESTRICTIONS; FORFEITURE

    


         
      2.1
       Provided
      in all instances that the Employee’s employment with the Company has not
      terminated prior to the Final Vesting Date (as defined below), that number
      of
      shares of Restricted Stock set forth below shall vest on each listed
      corresponding date (each such date shall be a "Vesting Date"), such that on
      December 31, 2010 (the “Final Vesting Date”) all of the shares of Restricted
      Stock shall be fully vested:

    


     

     

    
      	
              Date

            	
              Number
                of Shares Vested

            
	 	 
	 	 
	
              December
                31, 2007

            	
              5,000
                Shares

            
	
              December
                31, 2008

            	
              5,000
                Shares

            
	
              December
                31, 2009

            	
              5,000
                Shares

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    2.2
       On
      each
      Vesting Date, the Employee shall own the vested shares of Restricted Stock
      free
      and clear of all restrictions imposed by this Agreement (except those
      restrictions imposed by Section 3.4 below). The Restricted Stock may not be
      sold, assigned, transferred, pledged, or otherwise encumbered prior to the
      date,
      if ever, that the Restricted Stock becomes vested in accordance with the terms
      of this Agreement.

    


    2.3
       In
      the
      event the Employee’s employment with the Company has terminated prior to a
      Vesting Date, (i) the grant of any shares of Restricted Stock pursuant to this
      Agreement not yet vested shall be null and void, (ii) any entries on the stock
      books and ledgers of the Company with respect to such forfeited shares of
      Restricted Stock shall be cancelled, and (iii) the forfeited shares of
      Restricted Stock shall become authorized but unissued shares of the Company’s
      common stock.

     

    3.
      STOCK;
      DIVIDENDS; VOTING

     

    3.1
       The
      stock
      certificate(s) evidencing the Restricted Stock shall be registered on the
      Company's books in the name of the Employee as of the Grant Date. The Company
      may issue stock certificates or otherwise evidence the Employee’s interest by
      using a book entry account. The Company may, in its sole discretion, maintain
      physical possession or custody of such stock certificates until such time as
      the
      shares of Restricted Stock are vested in accordance with Article 2. The Company
      reserves the right to place a legend on the stock certificate(s) restricting
      the
      transferability of such certificates and referring to the terms and conditions
      (including forfeiture) of this Agreement and the Plan.

    


    3.2
       During
      the period the Restricted Stock is not vested, the Employee shall be entitled
      to
      receive dividends and/or other distributions declared on such Restricted Stock
      and the Employee shall be entitled to vote such Restricted Stock.

    


    3.3
       In
      the
      event of a change in capitalization, the number and class of shares of
      Restricted Stock or other securities that the Employee shall be entitled to,
      and
      shall hold, pursuant to this Agreement shall be appropriately adjusted or
      changed to reflect such change in capitalization, provided that any such
      additional shares of Restricted Stock or different shares or securities shall
      remain subject to the restrictions contained in this Agreement.

    


    3.4
       The
      Employee represents and warrants that he is acquiring the Restricted Stock
      for
      investment purposes only, and not with a view to distribution thereof. The
      Employee is aware that the Restricted Stock may not be registered under the
      federal or any state securities laws and that, in addition to the other
      restrictions on the shares of Restricted Stock, the Restricted Stock will not
      be
      able to be transferred unless an exemption from registration is available or
      the
      Restricted Stock becomes registered. By making this award of Restricted Stock,
      the Company is not undertaking any obligation to register the Restricted Stock
      under any federal or state securities laws.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    4.
      NO RIGHT TO CONTINUED SERVICE AS AN EMPLOYEE 

    


           
      Nothing in this Agreement or the Plan shall be interpreted or construed to
      confer upon the Employee any right with respect to continuance as an employee
      of
      the Company or any subsidiary of the Company. 

    


    5.
      TAXES AND WITHHOLDING

    


    The
      Employee shall be responsible for all federal, state, and local income taxes
      payable with respect to this award of Restricted Stock. The Employee shall
      have
      the right to make such elections under the Code as are available in connection
      with this award of Restricted Stock. The Company and the Employee agree to
      report the value of the Restricted Stock in a consistent manner for federal
      income tax purposes. The Company shall have the right to retain and withhold
      from any payment of Restricted Stock the amount of taxes (if any) required
      by
      any government to be withheld or otherwise deducted and paid with respect to
      such payment. At its discretion, the Company may require the Employee to
      reimburse the Company for any such taxes required to be withheld and may
      withhold any distribution in whole or in part until the Company is so
      reimbursed. In lieu thereof, the Company shall have the right to withhold from
      any other cash amounts due to the Employee an amount equal to such taxes
      required to be withheld or withhold and cancel (in whole or in part) a number
      of
      shares of Restricted Stock having a market value not less than the amount of
      such taxes.

    


    6.
      EMPLOYEE BOUND BY THE PLAN

    


    The
      Employee hereby acknowledges receipt of a copy of the Plan and agrees to be
      bound by all the terms and provisions thereof.

    


    7.
      MODIFICATION OF AGREEMENT

    


    This
      Agreement may be modified, amended, suspended, or terminated, or any of the
      terms or conditions hereof waived, only by a written instrument executed by
      the
      parties hereto.

    


    8.
      SEVERABILITY

    


         
        Should
      any provision of this Agreement be held by a court of competent jurisdiction
      to
      be unenforceable or invalid for any reason, the remaining provisions of this
      Agreement shall not be affected by such holding and shall continue in full
      force
      in accordance with their terms. 

     

    9.
      GOVERNING LAW

    


    The
      validity, interpretation, construction, and performance of this Agreement shall
      be governed by the laws of the State of Delaware without giving effect to the
      conflicts of laws principles thereof.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    10.
      SUCCESSORS IN INTEREST

    


    This
      Agreement shall inure to the benefit of, and be binding upon, the Company and
      its successors and assigns, whether by merger, consolidation, reorganization,
      sale of assets, or otherwise. This Agreement shall inure to the benefit of
      the
      Employee’s legal representatives. All obligations imposed upon the Employee and
      all rights granted to the Company under this Agreement shall be final, binding,
      and conclusive upon the Employee’s heirs, executors, administrators, and
      successors.

    


    11.
      RESOLUTION OF DISPUTES

    


    Any
      dispute or disagreement which may arise under, or as a result of, or in any
      way
      relate to the interpretation, construction, or application of this Agreement
      shall be determined by the Board. Any determination made hereunder shall be
      final, binding, and conclusive on the Employee and the Company for all purposes.
      

    


    12.
       RESTRICTIVE
      COVENANTS

    


    In
      consideration of the Restricted Stock granted to the Employee pursuant to the
      Plan and to induce the Company to grant the Employee such Restricted Stock,
      the
      Employee hereby agrees as follows: 

     

    (i)
       Definitions.
       As
      used
      in this Section 12, the following terms shall have the meanings ascribed to
      them
      in this subsection: 

     

    “Business”
      shall mean the business of designing, developing, marketing, selling and/or
      distributing children's toys and games. 

     

    “Competitive
      Company” shall mean any person, corporation, association, joint venture,
      partnership, or other business entity that engages in any part of the Business
      in competition with the Company.

     

    “Restrictive
      Period” shall mean a period of one year following the Employee’s voluntary
      termination of employment with the Company or the termination of the Employee’s
      employment with the Company for cause; provided, however, that the Restrictive
      Period shall be extended for an additional period equal to any period during
      which the Employee is in violation of any of the provisions of Section 12(iv)
      below.

     

    “Territory”
      shall mean the entire world.

     

    (ii)
       Acknowledgements.
       The
      Employee acknowledges that by reason of the Employee’s position with the Company
      the Employee is and will be acquainted with confidential and privileged
      information relating to customer files and special customer information, vendor
      sources and information, licenses, product lines, intellectual property
      (including, but not limited to, patents, trademarks and copyrights), financings,
      mergers, acquisitions, selective personnel information and confidential
      processes, designs, ideas, plans, devices and materials, and other similar
      matters treated by the Company as confidential (the "Confidential Information")
      and that use of the Confidential Information might seriously damage the Company
      in the operation of the Business.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    (iii)
       Nondisclosure. The
      Employee agrees not to divulge, furnish, or make accessible to any third person,
      company or other organization or entity (other than in the regular course of
      the
      Company's Business) any Confidential Information, without the prior written
      consent of the Company; provided, however, that such covenant will not apply
      to
      any Confidential Information that was known by the Employee prior to the
      Company's disclosure thereof to the Employee, that is or becomes through no
      fault of the Employee generally available to the public, or that is
      independently developed and supplied to the Employee by a source other than
      the
      Company.

     

    (iv)
       Covenant
      Not to Compete.  The
      Employee hereby agrees that during the continuation of the Employee’s employment
      with the Company and during the Restrictive Period, the Employee will not,
      directly or indirectly, within the Territory:

     

    (1)
       own,
      manage, operate, control, be employed by, render advisory services to, support
      or assist (by loans or otherwise), participate in or be connected in the
      management or control of any Competitive Company, unless the Employee’s
      affiliation with such Competitive Company is not related in any way, directly
      or
      indirectly, to the sale or marketing of products or the provision of services
      that are of the same kind or a like nature as those products sold or services
      provided by the Company at the time the Employee’s employment with the Company
      terminates; or

     

    (2)
       solicit
      or attempt in any manner to persuade or influence any present or future customer
      of the Company to divert its business from the Company to any Competitive
      Company.

     

    (v)
       Enforcement.
       The
      Employee hereby agrees that in the event of any breach or threatened breach
      by
      the Employee of any of the foregoing covenants, the Company, in addition to
      any
      other rights and remedies it may have, will be entitled to an injunction
      restraining such breach or threatened breach, and the Employee hereby agrees
      to
      stipulate that a breach by the Employee would cause irreparable damage to the
      Company and that its remedies at law would be inadequate. The Employee further
      agrees that the existence of any claim or cause of action on the part of the
      Employee against the Company shall not constitute a defense to the enforcement
      of these provisions and that the terms of the foregoing covenants, including
      without limitation the Restrictive Period and the Territory, are reasonable
      in
      all respects and necessary for the protection of the Company. If any court
      of
      competent jurisdiction will finally adjudicate that any of the covenants are
      too
      broad as to area, activity or time covered, the Employee agrees that such area,
      activity or time covered may be reduced to whatever extent such court deems
      reasonable and the covenants and the remedy of injunctive relief may be enforced
      as to such reduced area, activity or time.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    


    


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

    


     

    

      
        	
                JAKKS
                  PACIFIC, INC.

              	 	
                JOEL
                  BENNETT

              	 
	 	 	 	 	 
	 	 	 	 	 
	
                By:

              	
                /s/
                  Stephen Berman

              	 	
                /s/
                  Joel Bennett

              	 
	 	
                Stephen
                  Berman, President