ITEM 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;







            COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

The following table sets forth information regarding the Company's executive
officers and directors:

Name                         Age     Position
- -------------------------------------------------------------------------
Sheldon F. Morick             58     Chairman of the Board, President,
                                     Chief Executive Officer and Director

Michael S. Manahan            40     Vice President, Chief Financial Officer,
                                     Secretary, Treasurer and Director

Renee White Fraser            42     Director


Daniel Lesnick                43     Janex Corporation, Executive Vice President


Terence F. Davis              49     Malibu Fun Stuffed, Inc., President









SHELDON F. MORICK, has been President, Chief Executive Officer and a
Director of the Company since June 30, 1992. He was previously Executive Vice
President and a Director of the Company from April 1, 1992, to June 29, 1992.
From July 1990 to April 1992, Mr. Morick was President and Chief Executive
Officer of Original Marketing Corp., Woodland Hills, California, a full service
sales and marketing consulting firm which he founded. From February 1987 to June
1990, Mr. Morick was President, Chief Executive Officer and a Director of
International Tropic-Cal, Inc., Commerce, California, a distributor of
nationally branded sunglasses and fashion accessories. From June 1984 to August
1986, Mr. Morick was President, Chief Executive Officer and a Director of
Revell, Inc., Los Angeles, California, a domestic and international hobby kit
manufacturer. Prior to that, from April 1981 to February 1984, Mr. Morick was a
co-founder and Senior Vice President of General Consumer Electronics, Santa
Monica, California which was acquired by the Milton Bradley Company. Mr. Morick
was formerly Senior Vice President-Sales and Distribution of Mattel Toys,
Hawthorne, California. Mr. Morick received a bachelor of foreign trade degree at
the Thunderbird School of International Management, Phoenix, Arizona, and a B.S.
in Business Administration from Cornell University, Ithaca, New York.


MICHAEL S. MANAHAN, has been Vice President, Chief Financial Officer,
Treasurer, Secretary and a Director of the Company since September 1, 1993. He
was previously Vice President, Chief Financial Officer, Treasurer and Secretary
of the Company from June 29, 1992, to August 31, 1993. From February 28, 1992,
to June 22, 1992, he was Vice-President Finance. From February 1990 to October
1991 Mr. Manahan was Chief Financial Officer of Barr Films/KVC Entertainment, an
Irwindale, California producer and distributor of special interest film and
video products. From May 1989 to January 1990 Mr. Manahan was Corporate
Controller of Bradbury International Equities Ltd., Vancouver, Canada, a company
operating in the food manufacturing and forestry products industries. From May
1988 to May 1989 Mr. Manahan was a consultant with Corporate Business Brokers,
Inc., in Vancouver, Canada, which specialized in providing acquisition and
divestiture services to business owners and corporations for small and middle
market companies. From June 1986 to April 1988, Mr. Manahan was Vice President -
Finance for Ark Development Corporation, in Vancouver, Canada. Mr. Manahan is a
graduate of the British Columbia Institute of Technology, in Financial



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Management, and a Certified General Accountant in British Columbia, Canada. Mr.
Manahan also has a Masters of Business Administration from Pepperdine
University, Malibu, California.


RENEE WHITE FRASER, Ph.D., has been a Director of the Company since
May 1993, and is President of Fraser & Young, a Santa Monica based advertising
agency, a position she has held since January 1995. Previously, Dr. Fraser was
Chief Executive Officer of Fraser & Associates Advertising, Inc., a full service
Los Angeles based advertising agency of which she was founder and principal,
from December 1991 to December 1995. From July 1988 to November 1991 Dr. Fraser
was Executive Vice President and General Manager of the Los Angeles office of
Bozell Advertising, Inc. Previously, from September 1984 to August 1988, Dr.
Fraser was Senior Vice President, Director of Strategic Planning and Research
for Bozell, also in Los Angeles. Dr. Fraser was formerly Vice President,
Director of Research and Strategic Planning for the Western Region, for the
advertising firm of Young Rubicam and Dentsu. Dr. Fraser holds a Doctorate in
Psychology from the University of Southern California.


DANIEL LESNICK, has been Executive Vice President of Janex
Corporation, a wholly owned subsidiary of Janex International, Inc., since
October 6, 1993. From August 1988 to October 5, 1993, Mr. Lesnick was Vice
President and co-owner of MJL Marketing Inc. (now Janex). He was Director of
Sales and Marketing for Sunk Yong Company, a Korean corporation operating in a
number of different industries, from February 1986 to July 1988. Previously Mr.
Lesnick held positions as Merchandising Manager with Spencer Gifts, and as a
Senior Buyer with Lionel Leisure, both specialty retailers. Mr. Lesnick holds an
associate degree in marketing.


TERENCE F. DAVIS, has been President of Malibu Fun Stuffed, Inc., a
wholly owned subsidiary of Janex International, Inc., since July 1992, a company
which he founded. From June 1991 to June 1992 he was Vice President of Caltoy,
Inc., a California toy manufacturer. From July 1990 to June 1991 he was
Executive Vice President and a Director of Art Guard, Inc., a California
security device manufacturer. Previously Mr. Davis held senior sales positions
with such major toy manufacturers as Hasbro, Inc. and Tomy Corporation. Mr.
Davis also provided consulting services to several major toy manufacturers.



COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT



Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers, directors and persons who beneficially own more
than 10% of the Company's Common Stock to file initial reports of ownership and
reports of changes in ownership with the Securities and Exchange Commission
("SEC"). Such persons are required by SEC regulations to furnish the Company
with copies of all Section 16(a) forms filed by such persons.


Based solely on the Company's review of such forms furnished to the Company and
written representations from certain reporting persons, the Company believes
that all filing requirements applicable to the Company's executive officers,
directors, and more than 10% shareholders were complied with, except that a
Statement of Change in Ownership for Mr. Sheldon Morick, chief executive officer
and a director, and Mr. Les Friedland, a more than 10% shareholder, were not
timely filed with respect to a purchase and a sale of the Company's shares of
common stock in August, 1995, and April, 1995, respectively. Both Mr. Morick and
Mr. Friedland state that the failure to timely file was inadvertent. As of the
date hereof, there are no transactions for which Mr. Morick and Mr. Friedland
have not filed the appropriate form under Section 16(a) of the Exchange Act.



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