EXHIBIT 13


                              EMPLOYMENT AGREEMENT


THIS EMPLOYMENT AGREEMENT executed on March 11, 2002 by and between JAKKS
Pacific, Inc., a Delaware corporation ("JAKKS" or the "Company") with its
offices at 22619 Pacific Coast Highway, Malibu, CA 90265 and Michael Sabatino,
an individual residing at 5 Edwards Lane, Glen Cove, NY 11542("Executive").


                              W I T N E S S E T H :


      WHEREAS, concurrently herewith JAKKS has acquired a majority of the
outstanding shares of capital stock of Toymax International Inc., a Delaware
corporation ("Toymax International") from certain shareholders of Toymax
International (the "Toymax Shares"), and

      WHEREAS, Executive and Toymax International are parties to an employment
agreement dated December 1, 2001, as amended by a Supplement dated January 26,
2002 (the "Toymax Employment Agreement") and in consideration for JAKKS
agreement to enter into this Agreement Executive has agreed to terminate the
Toymax Employment Agreement and replace it with this employment agreement
effective simultaneously with JAKKS' acquisition of the Toymax Shares pursuant
to the Stock Purchase Agreement (the "Effective Date"), and

      WHEREAS, simultaneously with the Effective Date, JAKKS desires to employ
Executive on the terms and subject to the conditions hereinafter set forth, and
Executive desires so to be employed;

      NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter set forth, the Company and Executive agree as follows:

1.    Offices and Duties. Commencing with the Effective Date, the Company hereby
employs Executive during the Term (as hereinafter defined) to serve as a Senior
Vice President-Finance of the Company, responsible for coordinating the merger
of the operations of Toymax International and its Affiliates with the operations
of the Company and its other Affiliates, and for management of the Company and
its Affiliates' banking, accounts receivable, and international financial
functions, and to perform such executive and supervisory duties in connection
therewith on behalf of the Company as the Board of Directors of the Company or a
senior executive officer of the Company may from time to time direct that are
consistent with Executive's position. The Board of Directors of the Company may
elect or designate Executive to serve in such other corporate offices of the
Company or a subsidiary thereof as they may from time to time deem necessary,
proper or advisable with the consent of the Executive, which shall not be
unreasonably withheld or delayed. 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. Executive shall devote all of his business time and attention to
the business and affairs of the Company. Executive shall at all times be subject
to the direction and control of the Board of Directors of the Company and
observe and comply with such rules, regulations, policies and practices as the
Board of Directors of the Company may from time to time reasonably establish in
the exercise of their good faith discretion.

2.    Term. The employment of Executive hereunder shall commence on the
Effective Date and continue for a term ending on the second anniversary of the
date hereof (the "Term"), subject, at the option of the Company, to extension
for an additional twelve (12) month period by notice given to Executive by the
Company not less than ninety (90) days prior to the end of the Term, and subject
to

earlier termination upon the terms and conditions provided elsewhere herein. As
used herein, "Termination Date" means the last day of the Term.

3.    Compensation.

(a)   As compensation for his services hereunder, the Company shall pay to
Executive during the Term:

(i)   a base salary at the rate of $225,000.00 per annum (the "Base Salary"),
subject to such increases as the Company's Board of Directors may determine from
time to time; such Base Salary will be paid in substantially equal installments
no less often than monthly in accordance with the Company's normal payroll
practices, subject to required tax withholding; and

(ii)  a signing bonus of $25,000.00 payable concurrently herewith.

(b)   The Executive may also receive an additional annual bonus in such amount
as the Board of Directors of the Company may determine in its discretion,
provided that such annual bonus shall be a minimum of $100,000.00, unless the
Executive's employment is terminated for cause (as such term is defined in
Section 13 of this Agreement.) The Board of Directors may also determine in its
discretion to award additional bonuses to Executive. Executive shall also be
entitled to participate in the Company's stock option plan, and, subject to the
approval of the Board of Directors and the Stock Option Committee of the Board
of Directors in their discretion, receive options to purchase between 15,000 and
20,000 shares of the Company's common stock pursuant to such plan and such terms
as the Board of Directors and Stock Option Committee shall approve.

(c)   In addition to his Base Salary and the bonuses and stock options provided
above, 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
other 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. The Company shall be under no obligation hereunder to
institute or to continue any such employee benefit plan or employment policy or
practice.

(d)   As used in this Agreement, the term "Affiliate" of a Person means another
Person directly or indirectly controlling, controlled by, or under common
control with, such Person; for this purpose, "control" of a Person means the
power (whether or not exercised) to direct the policies, operations or
activities of such Person by virtue of the ownership of, or right to vote or
direct the manner of voting of, securities of such Person, or pursuant to
agreement or law or otherwise.

(e)   As used in this Agreement, the term "Person" includes without limitation a
natural person, corporation, joint stock company, limited liability company,
partnership, joint venture, association, trust, governmental authority, or any
group of the foregoing acting in concert.

4.    Expenses. The Company shall provide Executive with a monthly automobile
allowance equal to US$600.00 per month to reimburse Executive for the cost of
leasing or purchasing an automobile, use of the automobile for Company business,
and expenses of repair, maintenance, parking and other expenses incidental to
such use. 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.


                                       2

5.    Location. Except for travel and temporary accommodation reasonably
required to perform his services hereunder and travel as may reasonably be
requested by JAKKS to its principal office in the United States (currently in
Malibu, California, USA) or to its offices in New York, New York, USA, Executive
shall not be required to perform his services hereunder at any location other
than an office he maintains at the offices of Toymax International in Plainview,
New York, or, if requested to do so by the Company, at the offices of the
Company in New York, New York. The Parties acknowledge and agree that any
permanent relocation of the Executive's regular office to the Company's offices
in Malibu, California shall require the mutual agreement of the Company and the
Executive on such terms as the Parties agree to in connection therewith, but any
failure to agree on such relocation shall not affect the continued effectiveness
and enforceability of this Agreement, it being understood and agreed that
neither Party has made any commitment or representation to the other regarding
such relocation. JAKKS may request Executive's attendance at meetings at JAKKS'
offices in Malibu, California or New York, New York, or to participate in other
activities relating to the Company and its business in Malibu, California or New
York, New York, provided that the Executive shall not be required to stay at
such locations for more than seven (7) working days in any one (1) calendar
month.

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 (4) 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 not be cumulative from year to year.

8.    Key-Man Insurance. JAKKS 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 JAKKS in such amounts as JAKKS may determine in its
sole discretion. In connection therewith, Executive shall, at such time or times
and at such place or places as JAKKS may reasonably direct, submit himself to
such physical examinations and execute and deliver such documents as JAKKS may
deem necessary or appropriate.

9.    Confidential Information.

(a)   Executive shall hold in a fiduciary capacity for the benefit of the
Company all confidential or proprietary information relating to or concerned
with the Company and its Affiliates or their products, prospective products,
operations, business and affairs ("Confidential Information"), and he shall not,
at any time hereafter, use or disclose any Confidential Information to any
person 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 in
furtherance of the foregoing Executive agrees that:

(i)   Executive will receive, maintain and hold Confidential Information in
strict confidence and will use the same level of care in safeguarding it that he
uses with his own confidential material of a similar nature;

(ii)  Executive will take all such steps as may be reasonably necessary to
prevent the disclosure of Confidential Information; and

(iii) Executive will not utilize Confidential Information without first having
obtained the Company's consent to such utilization.

(b)   The commitments set forth in paragraph 9(a) shall not extend to any
portion of Confidential Information:

(i)   that is generally available to the public;



                                       3

(ii)  that was known to the Executive prior to disclosure (excluding information
regarding the Company or its Affiliates which would otherwise be Confidential
Information that was disclosed to Executive during the period of his employment
by the Company or its predecessors or their respective Affiliates (including
Toymax International Inc. and its Affiliates) or that was disclosed to Executive
in connection with his acting as a director of Toymax International Inc. or its
predecessors or their respective Affiliates, and excluding any other non-public
information concerning products under development by or for the Company or its
Affiliates (including Toymax International Inc. and its Affiliates);

(iii) that was not acquired, directly or indirectly and/or in any manner, from
the Company or any of its Affiliates (including Toymax International Inc. and
its Affiliates) and which Executive lawfully had in his possession prior to the
date of this Agreement;

(iv)  that, hereafter, through no act or omission on the part of the Executive,
becomes information generally available to the public.

(c)   At any time upon written request by the Company (i) the Confidential
Information, including any copies, shall be returned to the Company, and (ii)
all documents, drawings, specifications, computer software, and any other
material whatsoever in the possession of the Executive that relates to such
Confidential Information, including all copies and/or any other form of
reproduction and/or description thereof made by Executive shall, at the
Company's option, be returned to the Company or destroyed.

(d)   In the event that Executive becomes legally compelled (by deposition,
interrogatory, request of documents, subpoena, civil investigative demand or
similar process) to disclose any of the Confidential Information, the Executive
shall provide the Company with prompt prior written notice of such requirement
so that it may seek a protective order or other appropriate remedy and/or waive
compliance with the terms of this Agreement. In the event that such protective
order or other remedy is not obtained, or the Company waives compliance with the
provisions hereof, the Executive agrees to furnish only such portion of the
Confidential Information which is legally required to be furnished.

10.   Intellectual Property.

(a)   Any patent, claim of copyright, trademark, trade name, brand name, service
mark, logo, symbol, trade dress or design, or representation or expression of
any thereof, or registration or application for registration thereof, or any
other improvement, development or discovery, invention, trade secret, process,
system, technical information, know-how, proprietary right or intellectual
property developed, conceived of, invented or otherwise produced by Executive,
alone or with others in connection with the design, manufacture and marketing of
the products of the Company and its Affiliates, or conceived, developed, created
or made by Executive, alone or with others, during the Term and applicable to
the business of the Company or its Affiliates, whether or not patentable or
registrable (collectively referred to as "Trade Rights") shall become the sole
and exclusive property of the Company.

(b)   Executive shall disclose all Trade Rights 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 and procuring such applications for 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
other 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 the Executive reasonable
compensation for any time or effort expended by him in connection with such
assistance after the Termination Date. In furtherance of the foregoing,
Executive acknowledges and


                                       4

agrees that for all purposes of U.S. and foreign Copyright Laws, the Trade
Rights and any inventions, discoveries, enhancements or improvements to any
tangible or intangible property, resulting from the services performed by
Executive for the Company or its Affiliates (for the purposes of this paragraph
all of the foregoing is collectively referred to as the "Work"), and any and all
elements thereof, shall be deemed to constitute "works for hire" belonging to
the Company within the meaning of Title 17, United States Code, Section 101, and
any comparable provisions of the law of any other jurisdiction, such that all
right, title and interest therein, including, without limitation, copyrights and
exclusive rights under copyright, vest in the Company. Executive hereby
transfers and conveys to the Company the exclusive, world-wide, royalty-free,
paid-up right to exploit, use, develop, license, and sell products and services
relating to or derived from the Work; and the exclusive right, title and
interest in and to all inventions, improvements, patent applications and letters
patent, "know-how", and all intellectual property and other rights, tangible or
intangible, which relate to or are based upon or derived from the Work; and to
all information, documents, and specifications that relate to the Work. If the
Work or any of the elements thereof is deemed not to be "works for hire" within
the meaning of Title 17, United States Code, Section 101, then Executive hereby
assigns and transfers to the Company all right, title and interest in and to the
Work, including rights throughout the world for good and valuable consideration,
receipt of which Executive hereby acknowledges. For the sole and exclusive
purpose of perfecting and documenting such limited assignment and transfer,
Executive hereby grants to the Company an irrevocable power of attorney.

11.   Intentionally omitted.

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 with or without Cause.

(a)   In addition to any other rights or remedies provided by law or in this
Agreement, the Company may terminate Executive's employment for "cause" under
this Agreement 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 or
other crime, a criminal offense, involving the acts identified in paragraph (ii)
below; 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 thereof);

      (B)   violated, or caused the Company (or any subsidiary thereof) 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 its Affiliates, or any material rule, regulation, policy or
      practice established by the Board of Directors of the Company;

      (C)   on a persistent or recurring basis, (A) failed properly to perform
      his duties hereunder or (B) acted in a manner detrimental to, or adverse
      to the interests of, either the Company or its Affiliates; or



                                       5

      (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 under paragraph (a) of
this Section by giving Executive notice to such effect, setting forth in
reasonable detail the factual basis for such termination, at least thirty (30)
days prior to the date of termination set forth therein; provided however that
Executive may avoid such termination if Executive, prior to the date of
termination set forth in such notice, cures or explains to the reasonable
satisfaction of the Company's Board of Directors the factual basis for
termination set forth therein.

(c)   In addition to any other 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 six (6) months prior notice given at any time after
the six month anniversary of the date of this Agreement.

14.   Termination by Executive for Good Reason. 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, (b) 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, or (c) relocation
without Executive's consent from the location set forth in Section 5 hereof, by
giving the Company notice to such effect, setting forth in reasonable detail the
factual basis for such termination, at least 20 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,
cures or explains to the reasonable satisfaction of Executive the factual basis
for termination set forth therein. 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.

(a)   Upon termination of Executive's employment hereunder, he shall be entitled
to receive, in any case, any compensation or other amount due to him pursuant to
Section 3 or 4 in respect of his employment prior to the Termination Date, and
from and after the Termination Date, except as otherwise provided in Section
15(b), the Company shall have no further obligation to Executive hereunder. Any
amount payable to Executive pursuant to this Section 15(a) upon termination of
his employment hereunder shall be paid promptly, and in any event within 10
days, after the Termination Date.

(b)   If Executive terminates his employment hereunder for Good Reason pursuant
to Section 14 or if the Company terminates his employment hereunder other than
upon his disability or incapacity pursuant to Section 12 and other than for
cause pursuant to Section 13(a) through (c), the Company shall make to Executive
payments at the times and in the amounts provided herein for the payment of his
Base Salary, and the minimum Bonus required under paragraph 3(c), during the
period, if any, beginning on the day after the Termination Date and ending on
the second anniversary of the date of this Agreement.

(c)   If Executive shall die prior to Executive's receipt of all payments
required under this Agreement, the Company shall pay Executive's designated
beneficiary or, if there is no designated beneficiary, his estate all such
amounts that would have otherwise been payable to Executive under this Agreement
as of the date of his death.



                                       6

16.   Other Consequences of Termination.

(a)   Upon the termination of his employment (for whatever reason and howsoever
arising) the Executive shall:

(i)   at the request of the Board of Directors of the Company immediately resign
without claim for compensation from any office held by him in the Company or any
Affiliate (but without prejudice to any claim for damages for breach of this
Agreement or for any compensation which otherwise may be payable pursuant to
this Agreement or otherwise) and in the event of his failure to do so the
Company is hereby irrevocably authorized to appoint some person in his name and
on his behalf to sign and deliver such resignations to the Board; and

(ii)  immediately repay all outstanding debts or loans due to the Company or any
Affiliate, and the Company is hereby authorized to deduct from Base Salary
payments due to the Executive a sum in repayment of all or any part of any such
debts or loans.

17.   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.

18.   Termination of Employment Agreement with Toymax International, Inc.
Executive, JAKKS and Toymax International, by its signature at the end of this
Agreement, agree that the Toymax Employment Agreement is hereby terminated as of
the date hereof. Executive acknowledges that upon the Effective Date, he shall
have no further claim for salary, bonus, vacation pay or any other form of
compensation or benefit due to him from Toymax International or any of its
Affiliates or any equity or other interest in the Company or any of its
Affiliates(other than stock options granted to Executive prior to the date
hereof under Toymax International's stock option plan), including but not
limited to the payments under the Executive Bonus Plan referred to in the
Employment Agreement. Executive acknowledges that upon the Effective Date the
life insurance, disability and accident insurance and health insurance benefits
referred to in the Toymax Employment Agreement shall be terminated.

19.   Notices. Any Notice or demand required or permitted to be given or made
hereunder to or upon any 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
(confirmed orally), 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 JAKKS:         22619 Pacific Coast Highway
                              Malibu, California 90265
                              Attn: President
                              Fax:  (310) 456-7099

            with a copy to:   Feder, Kaszovitz, Isaacson,
                              Weber, Skala, Bass & Rhine LLP
                              750 Lexington Avenue
                              New York, New York 10022
                              Attn: Murray L. Skala, Esq.
                              Fax:  (212) 888-7776

            to Executive:     5 Edwards Lane
                              Glen Cove, NY 11542
                              Fax:  (516) 674-7023


                                       7

or such other address as any Party hereto may at any time, or from time to time,
direct by Notice given to the other Parties in accordance with this Section.
Except as otherwise expressly provided herein, 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), three 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. Each Party to this Agreement
submits to the jurisdiction of the courts of the State of New York, located in
New York County, New York, United States of America, and to the jurisdiction of
the United States District Court for the Southern District of New York, New
York, New York, United States of America with respect to any matter arising out
of this Agreement, waives any objection to venue in the Counties 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 Section 19 hereof.

23.   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.

24.   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.

25.   Further Assurances. Each Party hereto shall promptly execute, deliver,
file or record such agreements, instruments, certificates and other documents
and perform such other and further acts as any other Party hereto may reasonably
request or as may otherwise be reasonably necessary or proper, to carry out the
provisions of this Agreement.

26.   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.

27.   Assignment. Executive's obligations under this Agreement may not be
assigned without the prior written consent of the Company, and any purported
assignment without such consent shall be void and without effect.

28.   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.



                                       8

29.   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.

30.   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.

31.   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.

32.   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 Section or other part hereof.

33.   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.

34.   Entire Agreement. This Agreement embodies the entire agreement of the
parties hereto with respect to the subject matter hereof and supersedes all
prior agreements, commitments or arrangements relating thereto.



                                       9

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

JAKKS PACIFIC, INC.


By:  /s/ JOEL M. BENNETT
     -------------------
         Name:  Joel M. Bennett
         Title: Exec. V.P./C.F.O.


/s/ MICHAEL SABATINO
--------------------
Michael Sabatino


By its signature below, Toymax International Inc. consents to the termination of
the Toymax Employment Agreement as provided in Section 18 of the within
agreement.

TOYMAX INTERNATIONAL INC.


By:  /s/ SANFORD B. FRANK
     --------------------
         Name:  Sanford B. Frank
         Title: Secretary



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