**EXECUTION COPY**Exhibit 10.1**AMENDED AND RESTATED EMPLOYMENT AGREEMENT**     This Amended and Restated Employment Agreement (this “**Agreement**”) is made and entered into onOctober 3, 2005 (the “**Effective Date**”), by and among EMAK Worldwide, Inc. (the “**Parent**”), EquityMarketing, Inc., a Delaware corporation (the “**Company**”), and Kim H. Thomsen (“**Executive**”).**1.****Engagement and Duties.**     (a) This Agreement is intended to amend and restate in its entirety the Prior EmploymentAgreement. Upon the terms and subject to the conditions set forth in this Agreement, the Companyhereby engages and employs Executive as an officer of the Company, with the title and designation“Co-Chief Executive Officer” and also as a member of the Company Board. Executive hereby acceptssuch engagement and employment. In addition, by executing this Agreement, Executive herebyresigns, and the Parent hereby accepts Executive’s resignation, from her position as Presidentand Chief Creative Officer of the Parent, although this will not affect Executive’s participationin the benefit plans of Parent.     (b) During the Employment Term, the Executive, as Co-Chief Executive Officer, shall reportto the Chief Executive Officer of the Parent (“**Parent CEO**”). The Executive shall, subject to theshared authority of Jonathan Banks, as Executive’s Co-Chief Executive Officer (the “**Other CEO**”)and subject to the reasonable direction and control of the Parent CEO, have general and activesupervision and control of the Company and shall perform all duties and enjoy all powers commonlyincident to the position of chief executive officer and otherwise as may be delegated to her fromtime to time by the Company Board or the Parent Board consistent with the position of CEO,including, without limitation, succession planning for Executive’s position and the developmentand implementation of transition plans for key client relationships at the end of the EmploymentTerm.
 

 
     (c) Executive agrees to devote her full-time business time, energy and efforts to thebusiness of the Company and will use her best efforts and abilities faithfully and diligently topromote the Company Group’s business interests.     (d) For so long as Executive is employed by the Company and for one year thereafter,Executive shall not, directly or indirectly, as owner, partner, joint venturer, shareholder,employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in anyother capacity whatsoever engage in, become financially interested in, be employed by, render anyconsultation or business advice with respect to, or have any connection with, any businessengaged in the development, design, manufacture, sale, marketing, utilization or exploitation ofany products or services which are designed for the same purpose as, are similar to, or areotherwise competitive with, products or services of the Company Group provided as of the end ofthe Employment Term, in any geographic area where, prior to or at the time of the termination ofher employment, the business of the Company Group was being conducted in any manner whatsoever;provided, however, that the Executive may own any securities of any corporation which is engagedin such business and is publicly owned and traded but in an amount not to exceed at any one timeone percent (1%) of any class of stock or securities of such corporation. Subject to theforegoing prohibition and provided such services or investments do not violate any applicablelaw, regulation or order, or interfere in any way with the faithful and diligent performance byExecutive of the services to the Company otherwise required or contemplated by this Agreement orduly requested by the Parent Board, the Company and the Parent expressly acknowledge thatExecutive may:          (i) make and manage personal business investments of Executive’s choice without consulting theParent Board;          (ii) serve in any capacity with any civic, educational, charitable or trade organization; and          (iii) serve as a member of the board of directors of other companies or businesses with theapproval of the Parent Board, which approval will not be unreasonably withheld.
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**2.****Definitions.**     For the purposes of this Agreement, the following terms shall have the meanings set forthbelow:     “**2008 Severance Compensation**” shall have the meaning set forth in Section 5(e) of thisAgreement.     “**Affiliate**” shall mean, with respect to any Person, any individual, partnership, limitedliability company, corporation, trust, estate, real estate investment trust, association or anyother entity, directly or indirectly, through one or more intermediaries, controlling, controlledby or under common control with such Person. The term “control,” as used in the immediatelypreceding sentence, means, with respect to a corporation or other entity, the right to exercise,directly or indirectly, more than 10% of the voting rights attributable to the controlledcorporation or other entity, and with respect to any individual, partnership, limited liabilitycompany, trust, association or other entity, the possession, directly or indirectly, of the powerto direct or cause the direction of the management or policies of the controlled entity.     “**Base Salary**” shall have the meaning set forth in Section 3(a) of this Agreement.     **“Board of Directors”**shall mean the Board of Directors of the Parent.     “**Change of Control**” shall be deemed to have occurred if:     (a) any Person is or becomes the “beneficial owner” (as defined in Rule 13d-3 under theSecurities Exchange Act of 1934, as amended), directly or indirectly of securities of the companyrepresenting more than 50% of the combined voting power of the Parent’s then outstanding votingsecurities;     (b) during any period of twenty-four (24) consecutive months, individuals, who at thebeginning of such period constitute the Board of Directors, and any new director whose electionby the Board of Directors, or whose nomination for election by the Parent’s stockholders, wasapproved by a vote of at least one-half (1/2) of the directors then in office (other than inconnection with a contested election), cease for any reason to constitute at least one-half (1/2)of the Board of Directors; or     (c) the stockholders of the Parent approve (i) a plan of complete liquidation of the Parent;or (ii) the sale or other disposition by the Parent of all or substantially all of the Parent’sassets; or
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     (d) the consummation of a merger, consolidation or reorganization of the Parent with anyother entity other than:          (i) a merger, consolidation or reorganization which results in the voting securities of theParent outstanding immediately prior thereto continuing to represent (either by remainingoutstanding or by being converted into voting securities of the surviving entity) more than 50% ofthe combined voting power of the surviving entity’s outstanding voting securities immediately aftersuch merger, consolidation or reorganization; or          (ii) a merger, consolidation or reorganization which would result in the directors of theParent (who were directors immediately prior thereto) continuing to constitute at least 50% of alldirectors of the surviving entity immediately after such merger, consolidation or reorganization.     (e) the Parent enters into a definitive agreement with respect to any of the foregoingtransactions during the Employment Term or the SARs Term, and the transaction contemplated by suchdefinitive agreement is actually consummated by Parent.For purposes of paragraph (d) above, “surviving entity” shall mean only an entity in which all ofthe Parent’s stockholders immediately before such merger, consolidation or reorganization(determined without taking into account any stockholders properly exercising appraisal or similarrights) become stockholders by the terms of such merger, consolidation or reorganization, and thephrase “directors of the Parent (who were directors immediately prior thereto)” shall include onlyindividuals who were directors of the Parent, as applicable, at the beginning of the twenty-four(24) consecutive month period preceding the date of such merger, consolidation or reorganization.     “**Code**” shall mean the Internal Revenue Code of 1986, as amended and as the same may be furtheramended from time to time.     “**Common Stock**” shall have the meaning set forth in Section 3(b)(i)(B) of this Agreement.