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                               LOCK-UP AGREEMENT


                              December 8, 1997

Hambrecht & Quist LLC
Needham & Company, Inc.
As Representatives of the
   Several Underwriters
c/o Hambrecht & Quist LLC
One Bush Street
San Francisco, California 94104

Ladies and Gentlemen:

     The undersigned is a shareholder of Media Arts Group, Inc. (the 
"Company") and wishes to facilitate the public offering (the "Offering") of 
Common Stock of the Company ("Common Stock") pursuant to a Registration 
Statement on Form S-1 (the "Registration Statement") to be transmitted for 
filing with the Securities and Exchange Commission on or about December 15, 
1997.

     In consideration of the foregoing, and in order to induce you to act as 
underwriters in the Offering, the undersigned agrees that he, she or it will 
not, without the prior written consent of Hambrecht & Quist LLC, for a period 
of 90 days, 120 days and 150 days after the effective date of the 
Registration Statement, offer to sell, contract to sell or otherwise sell 
(including without limitation in a short sale) or dispose of 100%, 66-2/3% 
and 33-1/3%, respectively, of the shares of Common Stock of the Company, any 
options or warrants to purchase any shares of Common Stock of the Company, or 
any other securities convertible into or exchangeable for shares of Common 
Stock of the Company, now owned or hereafter acquired by the undersigned or 
with respect to which the undersigned has the power of disposition.

     Notwithstanding the foregoing, if the undersigned is an individual, he 
or she may transfer any shares of Common Stock or securities convertible into 
or exchangeable or exercisable for Common Stock either during his or her 
lifetime or on death by will or intestacy to his or her immediate family or 
to a trust the beneficiaries of which are exclusively the undersigned and/or 
a member or members of his or her immediate family; provided, however, that 
prior to any such transfer each transferee shall execute an agreement, 
satisfactory to Hambrecht & Quist LLC, pursuant to which each transferee 
shall agree to receive and hold such shares of Common Stock, or securities 
convertible into or exchangeable or exercisable for Common Stock, subject to 
the provisions hereof, and there shall be no further transfer except in 
accordance with the provisions

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Hambrecht & Quist LLC                           November __, 1997
Needham & Company, Inc.                                    Page 2




hereof.  For the purposes of this paragraph, "immediate family" shall mean 
spouse, lineal descendant, father, mother, brother or sister of the 
transferor.

     The undersigned hereby waives any rights of the undersigned to sell 
shares of Common Stock or any other security issued by the Company pursuant 
to the Registration Statement, and acknowledges and agrees that for a period 
of 150 days from the effective date of the Registration Statement the 
undersigned has no right to require the Company to register under the 
Securities Act of 1933, as amended, such Common Stock or other securities 
issued by the Company and beneficially owned by the undersigned.

     The undersigned understands that the agreements of the undersigned are 
irrevocable and shall be binding upon the undersigned's heirs, legal 
representatives, successors and assigns.  The undersigned agrees and consents 
to the entry of stop transfer instructions with the Company's transfer agent 
against the transfer of Common Stock or other securities of the Company held 
by the undersigned except in compliance with this agreement.

                                         Very truly yours,


Dated: December 8, 1997                   /s/ Thomas Kinkade
                                          --------------------------------
                                          Signature

                                          Thomas Kinkade
                                          --------------------------------
                                          Printed Name