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                             [JUST TOYS LETTERHEAD]

                                                            As of March 28, 2000

Mr. Gerald M. Carroll
120 Bedford Road
Pleasantville, NY  10570

Dear Jerry:

         This will confirm your compensation and other arrangements with Just
Toys, Inc. (the "Company"). This letter agreement replaces and supercedes in its
entirety the letter agreement dated July 30, 1997.

1. Until further adjustment, your base salary will be at the rate of $175,000
per year.

2. You will receive an automobile allowance of $500 per month.

3. Concurrently herewith, you have been granted an option to purchase 75,000
shares of the Company's common stock pursuant to the terms of a separate option
agreement dated the date hereof.

4. You will continue to be eligible to participate in the Company's Bonus Plan
as established and modified from time to time. With respect to 2000, you will
receive 30% of the available monies under the Bonus Plan and the balance will be
distributed to other officers and employees of the Company as proposed by you in
consultation with the Compensation Committee. You will also be entitled to
participate, to the extent you are eligible, in the Company's employee benefits
including medical and dental insurance, 401(k) and vacation under the same terms
as the Company's other employees.

5. In the event of a "change of control" (as defined below) of the Company and
the Company or its successor elects to terminate your employment without cause
with six months of such change in control, the Company will pay you in a lump
sum an amount equal to six months of your base salary in effect at the time of
termination and shall pay and provide you at the Company's expense your full
benefits (medical, insurance, etc.) for six months after your date of
termination.

         The term "change of control" means (i) the acquisition of more than 50%
of the Company's common stock by one person or group of persons acting in
concert; (ii) a sale of all or substantially all of the assets of the Company



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Mr. Gerald M. Carroll                -2-                    As of March 28, 2000


and its subsidiaries; or (iii) individuals who presently constitute the Board of
Directors of the Company, or who have been recommended for election to the Board
by two-thirds of the Board consisting of individuals who are either presently on
the Board or such recommended successors, cease for any reason to constitute at
least a majority of such Board.

6. The Company may terminate your employment for any reason at its sole
discretion at any time. If the Company terminates your employment without cause,
the Company will pay you your base salary in effect at such time and your full
benefits for six months after your date of termination in accordance with the
Company's normal payroll policies.

7. In the event you desire to terminate your employment with the Company other
than pursuant to Paragraph 5 above or for cause, you will give the Company a
minimum of 30 days notice.

8. Throughout your employment by the Company, you will devote your full business
time, attention, knowledge and skills, to the business of the Company. During
your employment you shall render your services exclusively to the Company and
you will not, directly or indirectly, accept employment or compensation from or
perform services of any nature for, any business enterprise other than the
Company or its affiliates.

9. You will hold in a fiduciary capacity for the benefit of the Company and its
affiliates all information, knowledge and data relating to or concerned with
their operations, sales, business and affairs (except such information as is
generally known in the industry), and you will not, at any time hereafter,
disclose or divulge any such information, knowledge or data to any person, firm
or corporation other than to the Company or its designees or except as may
otherwise be required in connection with the business and affairs of the Company
and its affiliates.

10. Any interests in copyrights, trademark, patents, patent applications,
inventions, developments and processes which you may develop during your
employment relating to the fields in which the Company is engaged shall belong
to the Company.

11. This agreement shall be governed, interpreted and construed in accordance
with the laws of the State of New York applicable to agreements entered into and
to be performed entirely therein. Any suit, action or proceeding with respect to
this agreement shall be brought exclusively in the courts of the State of New
York or in the United States courts located in New York County.

12. This agreement constitutes the entire agreement between the Company and you
supersedes all prior understandings and agreements regarding your employment by
the Company. This agreement shall not be altered or modified except in writing,
duly executed by the parties hereto.



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Mr. Gerald M. Carroll                -3-                    As of March 28, 2000

         If this agreement is in accordance with your understanding, please sign
a copy of this letter below under the words "Accepted and Agreed to."


                                           Very truly yours,



                                           Just Toys, Inc.


                                           By: /s/ David Schwartz
                                               ---------------------------------
                                               David Schwartz
                                               Chief Financial Officer





ACCEPTED AND AGREED TO:

/s/ Gerald M. Carroll
-----------------------
Gerald M. Carroll