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EXHIBIT 10.16

                              EMPLOYMENT AGREEMENT



               THIS AGREEMENT ("Agreement"), dated as of October 1, 1997, 
between TOYMAX INTERNATIONAL, INC., a Delaware corporation (the "Company"), 
and WILLIAM A. JOHNSON, JR. (the "Executive").

                                   WITNESSETH

          WHEREAS, the Company desires to employ the Executive, and the 
Executive desires to accept such employment on the terms and 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, it is hereby agreed as follows:

          1.   Employment.  The Company hereby agrees to employ the 
Executive, and the Executive hereby accepts such employment upon the terms 
and conditions set forth herein.

          2.   Term.  Subject to the provisions of Section 10 hereof, the 
period of the Executives employment under this Agreement shall be from 
October 1, 1997 through September 30, 1999, as may be extended as hereinafter 
provided. (the 'Term"). As of September 30, 1999 and each subsequent 
September 30, (September 30, 1999 and each subsequent September 30 
hereinafter called a "Renewal Date"), the Term shall be automatically 
extended by one additional year (i.e. to include a period of 12 months 
commencing on the day after each Renewal Date) unless, at least 60 days prior 
to any such Renewal Date, the Company shall deliver to the Executive or the 
Executive shall deliver to the Company written notice that the Term will not 
be further extended.

          3.   Position and Duties.

               (a) During the Term, the Executive shall serve as Chief 
Financial Officer of the Company and shall have such duties consistent with 
such office as from time to time may be prescribed by the Board of Directors 
of the Company (the "Board").

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               (b) During the Term, the Executive shall perform and discharge
the duties that may be assigned to him by the Board from time to time in 
accordance with this Agreement, and the Executive shall devote his best 
talents, efforts and abilities to the performance of his duties hereunder.

               (c) During the Term, the Executive shall perform such duties 
on a full time basis and the Executive shall have no other employment and no 
other outside business activities whatsoever, provided, however, that the 
Executive shall not be precluded from making passive investments which do not
require the devotion of any significant time or effort.

          4.   Compensation.

               (a)  For the Executive's services hereunder, the Company shall 
pay the Executive a minimum annual salary (as the same may be increased from 
time to time, the "Base Salary" of $155,000, payable in accordance with the 
customary payroll practices of the Company.

               (b)  The Base Salary shall be reviewed periodically by the 
Board and Shall be subject to such increases as the Board, in its sole 
discretion, from time to time may determine.

          5.   Bonuses.

               (a)  Executive Bonus Plan.  During the Term, the Executive 
shall be eligible to participate in the Company's Executive Bonus Plan (the 
"Bonus Plan"), in accordance with the terms and conditions of such Plan, as 
they may exist from time to time. Nothing herein shall preclude the Company 
from amending the Bonus Plan from time to time or terminating the Bonus Plan, 
in whole or in part at any time.

          6.   Other Benefits.  During the Term, the Company shall provide 
the Executive with the following benefits:

               (a)  Stock Option Plan.  The Executive shall be eligible to 
participate in the Company's Stock Option Plan in accordance with the terms 
and conditions thereof.

               (b)  Medical Health, Dental and Life Insurance Benefits.  The 
Company shall at its own expense provide the Executive and his eligible 
dependents with the group medical, health, dental and life insurance coverage 
provided by the Company generally to its employees.  Nothing herein shall 
prevent the Company from amending and/or terminating the coverages and/or 
plans described in this Section 6(b), provided, however, that such amendment 
and/or termination is applicable generally to the employees of the Company

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               (c)  401 (k) Plan.  The Executive shall be entitled to 
participate in the Company's 401 (k) Plan in accordance with the terms and 
conditions of such plan.

               (d)  Other Benefits.  The Company shall make available to the 
Executive any and all other employee or fringe benefits (in accordance with 
their terms and conditions) which the Company may make available to its other 
employees.

          7.   Automobile Allowance.  During the Term, the Company shall 
reimburse the Executive for expenses, such as automobile lease or loan 
payments, in an amount up to $600 per month, plus such amount(s) as may be 
required to reimburse the Executive for expenses such as registration, 
insurance, repairs, maintenance, license fees, gasoline and oil incurred by 
the Executive incident to his use of an automobile in connection with his 
duties hereunder.

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          8.   Reimbursement of Expenses.  During the Term, the Company shall 
pay or reimburse the Executive for all reasonable travel, entertainment and 
other business expenses actually incurred or paid by the Executive in the 
performance of his duties hereunder upon presentation of expense statements 
and/or such other supporting information as the Company may reasonably 
require of the Executive.

          9.   Vacations.  The Executive shall be entitled to no less than 
four weeks of paid vacation during each full calendar year of the Term (and a 
pro rata portion thereof for any portion of the Term that is less than a full 
calendar year): provided that no single vacation may exceed two consecutive 
weeks in duration. Unused vacation may not be carried over to successive 
years only with the advance written consent of the Company.  Executive shall 
use his best efforts to use vacation each year.

          10.  Termination.  The employment hereunder of the Executive may be 
terminated prior to the expiration of the Term in the manner described in 
this Section 10.

               (a)  Termination by the Company for Good Cause.  The Company 
shall have the right to terminate the employment of the Executive for Good 
Cause (as such term is defined herein) by written notice to the Executive 
specifying the particulars of the circumstances forming the basis for such 
Good Cause.

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               (b)  Termination upon Death.  The employment of the Executive 
hereunder shall terminate immediately upon his death.

               (c)  Voluntary Resignation by the Executive.  The Executive 
shall have the right to voluntarily resign his employment hereunder by 
written notice to the Company.

               (d)  Termination by the Company Without Good Cause.  The 
Company shall have the right to terminate the Executive's employment 
hereunder without Good Cause by written notice to the Executive.

               (e)  Termination Date.  The "Termination Date" is the date as 
of which the Executive's employment with the Company terminates.  Any notice 
of termination given pursuant to the provisions of this Agreement shall 
specify the Termination Date.
          
               (f)  Certain Definitions.  For purposes of this Agreement, the 
following terms shall have the following meanings:

                    (i) "Person" means any individual, corporation, 
partnership, association, joint-stock company, trust, unincorporated 
organization, joint venture, court or government (or political subdivision or 
agency thereof).

                    (ii) "Change of Control with respect to the Company, 
means the occurrence of any of the following, other than in connection with 
the initial public offering of the Common Stock, (A) the acquisition directly 
or indirectly (in one or more related transactions) by any Person (other than 
the Executive), or two or more Persons (other than the Executive) acting as a 
group, of beneficial ownership (as that term is defined in Rule 13d-3 under 
the Securities Exchange Act of 1934) of more than 20% of the outstanding 
capital stock of the Company entitled to vote for the election of directors 
("Voting Shares"); (B) the merger or consolidation of the Company with one or 
more other corporations as a result of which the holders of the outstanding 
Voting Shares of the Company immediately before the merger hold less than 80% 
of the Voting Shares of the surviving or resulting corporation; (C) the sale 
of all or substantially all of the assets of the Company.

                    (iii) "Good Cause" shall exist if, and only if, the 
Executive (A) willfully or repeatedly fails in any material respect to perform 
his obligations hereunder as provided herein, provided that such Good Cause 
shall not exist unless the Company shall first have provided the Executive 
with written notice specifying in reasonable detail the factors constituting 
such material failure and such material failure shall not have been cured by 
the 

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Executive within 30 days after such notice or such longer period as may 
reasonably be necessary to accomplish the cure; or (B) has been convicted of 
a crime which constitutes a felony under applicable law or has entered a plea 
of guilty or nolo contendere with respect thereto; or (C) has committed any 
act in connection with his employment hereunder which constitutes fraud or 
gross negligence; or (D) violates any term or terms of the Employee Patent 
and Confidential Information Agreement by and between Toymax Inc. and the 
Executive.

          11.  Obligations of Company on Termination.  Notwithstanding 
anything in this Agreement to the contrary, the Company's obligations on 
termination of the Executives employment shall be as described in this 
Section 11.

               (a)  Obligations of the Company in the Case of Termination 
Without Good Cause.  In the event that prior to the expiration of the Term, 
the Company terminates the Executive's employment pursuant to Section 10(d), 
without Good Cause, the Company shall provide the Executive with the 
following:

                    (i)  Amount of Severance Payment.  Except as provided in 
Section 11(b) below the Company shall pay the Executive the "Severance 
Payments" equal to the sum of the following:

                         (A)  the continuation, for a period of twelve (12) 
months following the Termination Date, of the Executive's Base Salary at the 
rate in effect on the Termination Date, payable in accordance with the 
customary payroll practices of the Company, and

                         (B)  an immediate single lump sum cash payment of 
any Base Salary, Bonus Plan bonuses, allowable vacation and unreimbursed 
expenses accrued but unpaid as of the Termination Date.

               (b)  Obligations of the Company in the Case of Termination of 
Executive's Employment Following a Change in Control.  In the event that at 
any time during the Term and following a Change of Control, the Company 
terminates the Executive's employment without Good Cause, in lieu of the 
Severance Payments to which the Executive is entitled under Section 11(a)(i) 
above, the Company shall pay the Executive as follows:

                    (i)  Change of Control Severance Payment.  The Company 
shall continue to pay to the Executive for a period of twenty-four (24) 
months following the Termination Date the Executive's Base Salary at the rate 
in effect on the Termination Date, payable in accordance with the customary 
payroll practices of the Company, plus an immediate single lump sum cash 
payment of any Base Salary, Bonus Plan bonuses, allowable vacation and 
unreimbursed expenses accrued but unpaid as of the Termination Date.

               (c)  Obligations of the Company in case of Termination for 
Death, Voluntary Resignation or Good Cause.  Upon termination of the 
Executive's 

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employment upon death (pursuant to Section 10(b)), as a result of the 
voluntary resignation of the Executive (pursuant to Section 10(c)) or for 
Good Cause (pursuant to Section 10(a)), the Company shall have no payment or 
other obligations hereunder to the Executive, except for the payment of any 
Base Salary, Bonus Plan bonuses, allowable vacation, benefits or unreimbursed 
expenses accrued but unpaid as of the date of such termination.

          12.  Severability.  Should any provision of this Agreement be held, 
by a court of competent jurisdiction, to be invalid or unenforceable, such 
invalidity or unenforceability shall not render the entire Agreement invalid 
or unenforceable, and this Agreement and each other provision hereof shall be 
enforceable and valid to the fullest extent permitted by law.

          13.  Successors and Assigns.

               (a)  This Agreement and all rights under this Agreement are 
personal to the Executive and shall not be assignable other than by will or 
the laws of descent.  All of the Executive's rights under the Agreement shall 
inure to the benefit of his heirs, personal representatives, designees or 
other legal representatives, as the case may be.

               (b)  This Agreement shall inure to the benefit of and be 
binding upon the Company and its successors and assigns.  Any Person 
succeeding to the business of the Company by merger, purchase consolidation 
or otherwise shall assume by contract or operation of law the obligations of 
the Company under this Agreement.

          14.  Governing Law.  This Agreement shall be construed in accordance 
with and governed by the law of the State of New York, without regard to the 
conflicts of laws rules thereof.

          15.  Notices.  All notices, requests and demands given to or made 
upon the respective parties hereto shall be deemed to have been given or made 
three business days after the date of mailing when mailed by registered or 
certified mail, postage prepaid, or on the date of delivery if delivered by 
hand, or one business day after the date of delivery by Federal Express or 
other reputable overnight delivery service, addressed to the parties at their 
addresses set forth below or to such other addresses furnished by notice 
given in accordance with this Section 15: (a) if to the Company, to 125 E. 
Bethpage Road, Plainview, New York 11803 and (b) if to the Executive, to 60 
Melody Lane, Huntington, NY 11743.

          16.  Withholding.  All payments required to be made by the Company 
to the Executive under this Agreement shall be subject to withholding taxes, 
social security and other payroll deductions in accordance with applicable 
law and the Company's policies applicable to executive employees of the 
Company.

          17.  Complete Understanding.  Except as expressly provided below, 
this Agreement supersedes any prior contracts, understandings, discussions 
and agreements relating 

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to employment between the Executive and the Company, and constitutes the 
complete understanding between the parties with respect to the subject matter 
hereof.  No statement, representation, warranty or covenant has been made by 
either party with respect to the subject matter hereof except as expressly 
set forth herein.  Notwithstanding the foregoing or anything in this 
Agreement to the contrary, the Employee Patent and Confidential Information 
Agreement by and between the Company and the Executive, shall remain in full 
force and effect.

          18.  Modification; Waiver.

               (a)  This Agreement may be amended or waived if, and only if, 
such amendment or waiver is in writing and signed, in the case of an 
amendment, by the Company and the Executive or in the case of a waiver, by 
the party against whom the waiver is to be effective.  Any such waiver shall 
be effective only to the extent specifically set forth in such writing.

               (b)  No failure or delay by any party in exercising any right, 
power or privilege hereunder shall operate as a waiver thereof, nor shall any 
single or partial exercise thereof preclude any other or further exercise 
thereof or the exercise of any other right, power or privilege.

          19.  Headings.  The headings in this Agreement are for convenience 
of reference only and shall not control or affect the meaning or construction 
of this Agreement.

          20.  Counterparts.  This Agreement may be signed in any number of 
counterparts, each of which shall be an original, with the same effect as if 
the signatures thereto and hereto were upon the same instrument.  This 
Agreement shall become effective when each party hereto shall have received 
counterparts hereof signed by the other party hereto.

          IN WITNESS WHEREOF, the Company has caused this Agreement to be 
duly executed in its corporate name by one of its officers duly authorized to 
enter into and execute this Agreement and the Executive has manually signed 
his name hereto, all as of the day and year first above written.

                              TOYMAX INTERNATIONAL, INC.

                              By:
                                 ------------------------------------
                                  William A. Johnson, Jr.