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Consulting Agreement - Media Arts Group Inc. and Mike Kiley

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                                MEDIA ARTS GROUP, INC.
                                 CONSULTING AGREEMENT
     This Consulting Agreement, including the attached Exhibits
("Agreements") is made and entered into as of the 1st day of April, 1997, by
and between MEDIA ARTS GROUP, INC.("MAGI"), a Delaware company, and Mike
Kiley ("Consultant"). MAGI desires to retain Consultant as an independent
contractor to perform consulting services for MAGI as set forth below and
Consultant is willing to perform such services, on terms set forth more fully
below.  In consideration of the mutual promises contained herein, the parties
agree as follows:

1.  SERVICES AND COMPENSATION        any proprietary information or   
                                     trade secrets of any former or   
(a)  Consultant agrees to            current employer or any other    
perform for MAGI the services        person or entity with which      
described in the attached            Consultant has an agreement or a 
EXHIBIT A ("Services").              duty to keep in confidence       
                                     information acquired by      
(b) MAGI agrees to pay Consultant    Consultant in confidence and     
the compensation set forth in        that Consultant will not bring   
the attached EXHIBIT B  for the      onto the premises of MAGI any    
performance of the Services.         unpublished document or          
                                     proprietary information          
2.  CONFIDENTIALITY                  belonging to such an employer,   
                                     person, or entity unless         
(a)  "Confidential Information"      consented to in writing by such  
means any MAGI proprietary           employer, person, or entity.     
information, technical data,         Consultant will indemnify MAGI   
trade secrets or know-how,           and hold it harmless from and    
including, but not limited to,       against all claims, liabilities, 
research, product plans,             damages and expenses, including  
products, services, suppliers,       reasonable attorneys' fees and   
supplier lists, customers,           costs of suit, arising out of or 
customer lists, markets,             in connection with any violation 
software, developments,              or claimed violation of a third  
Developments, processes,             party's rights resulting in      
formulas, technology, designs,       whole or in part from MAGI's use 
drawings, engineering,               of the work product of           
marketing, finances or other         Consultant under this Agreement. 
business information disclosed                                        
by MAGI either directly or           (d)  Consultant recognizes that  
indirectly in writing, orally,       MAGI has received and in the     
electronically, or by drawings       future will receive from third   
or inspection of parts or            parties their confidential or    
equipment.                           proprietary information subject  
                                     to a duty on MAGI's part to      
(b)  Consultant will not, during     maintain the confidentiality of  
or subsequent to the term of         such information and use it      
this Agreement, use Confidential     only for certain limited         
Information for any purpose          purposes.  Consultant agrees     
whatsoever other than the            that Consultant owes MAGI and    
performance of the Services on       such third parties, during the   
behalf of MAGI or disclose           term of this Agreement and       
Confidential Information to any      thereafter, a duty to hold all   
third party. Consultant agrees       such confidential or             
that Confidential Information        proprietary information in the   
shall remain the sole property       strictest confidence and not to  
of MAGI.  Consultant agrees to       disclose it to any person, firm  
take all reasonable precautions      or corporation or to use it      
to prevent unauthorized              except as necessary in carrying  
disclosure of Confidential           out the Services for MAGI        
Information.  Notwithstanding        consistent with MAGI's           
the above, Consultant's              agreement with such third party. 
obligation under this Section                                         
2(b) relating to Confidential        (e)  Upon the termination of     
Information shall not apply to       this Agreement, or upon MAGI's   
information which                    earlier request, Consultant      
                                     will deliver to MAGI all of      
  (i)   is known to Consultant       MAGI's property relating to,     
at the time of disclosure to         and all tangible and electronic  
Consultant by MAGI as evidenced      embodiments of, Confidential     
by written records of                Information in Consultant's      
Consultant,                          possession or control.           
  (ii)  has become publicly          (f)  Consultant represents and   
known and made generally             warrants that each employee of   
available through no wrongful        Consultant, and each             
act of Consultant, or                independent contractor of        
                                     Consultant, if any, has          
  (iii)  has been rightfully         executed an agreement with       
received by Consultant from a        Consultant containing            
third party authorized to make       provisions in MAGI's favor       
such a disclosure.                   substantially similar to this    
                                     Section 2.                       
(c)  Consultant agrees that                                           
Consultant will not, during the      3.  OWNERSHIP                    
term of this Agreement,             
improperly use or disclose           Consultant agrees that all        
                                     copyrightable material, notes,    
                                     records, drawings, designs,       


improvements, developments,          (f)  Consultant represents and   
discoveries and trade secrets        warrants that each employee of   
(collectively, "Developments")       Consultant, and each independent 
conceived, made or discovered by     contractor of Consultant, if     
Consultant in performing the         any, has executed an agreement   
Services, solely or in               with Consultant containing       
collaboration with others,           provisions in MAGI's favor       
during the term of this              substantially similar to this    
Agreement relating to the            Section 3.                       
business of MAGI shall be the                                         
sole property of MAGI.  In           (g)  Notwithstanding any other   
addition, to the extent allowed      provision of this Section 3, the 
by law, any Developments which       provisions of this Section 3     
constitute copyrightable subject     shall not apply to any Invention 
matter shall be considered           that qualifies in all respects   
"works made for hire" as that        under Section 2870 of the        
term is defined in the United        California Labor Code, which     
States Copyright Act.                provides: "(a) Any provision in  
Consultant further agrees to         an employment agreement which    
assign (or cause to be assigned)     provides that an employee shall  
and does hereby assign fully to      assign, or offer to assign, any  
MAGI all such Developments and       of his or her rights in an       
any copyrights, patents, mask        invention to his or her employer 
work rights, or other                shall not apply to an invention  
intellectual property rights         that the employee developed      
relating thereto.                    entirely on his or her own time  
                                     without using the employer's     
(b)  Upon the termination of         equipment, supplies, facilities  
this Agreement, or upon MAGI's       or trade secret information,     
earlier request, Consultant will     except for those Developments    
deliver to MAGI all of MAGI's        that either:                     
property relating to, and all                                         
embodiments of, Developments in      (1) Relate at the time of        
Consultant's possession and          conception or reduction to       
control.                             practice of the invention to the 
                                     employer's business, or actual   
(c)  Consultant agrees to assist     demonstrably anticipated         
MAGI, or its authorized              research or development of the   
representative, at MAGI's            employer.
expense, to obtain and from time 
to time enforce and defend           (2) Result from any    
MAGI's rights in the                 work performed by the employee   
Developments and any copyrights,     for the employer.  (b)  To the   
patents, mask work rights or         extent a provision in an         
other intellectual property          employment agreement purports to 
rights relating thereto in any       require an employee to assign an 
and all countries, and to            invention otherwise excluded     
execute all documents reasonably     from being required to be        
necessary for MAGI to do so.         assigned under subdivision (a),  
                                     the provision is against the     
(d)  MAGI agrees that if in the      public policy of this state and  
course of performing the             is unenforceable." Consultant    
Services, Consultant                 shall advise MAGI promptly and   
incorporates into any                in writing of any of his or her  
Development developed hereunder      previous or future works or      
any invention, improvement,          Developments which he believes   
development, concept, discovery      qualify under the California     
or other proprietary information     Labor Code Section 2870.  MAGI   
owned by Consultant or in which      agrees to receive such           
Consultant has an interest           information in confidence.       
("Item"), MAGI is hereby granted                                      
and shall have a nonexclusive,       4.  CONFLICTING OBLIGATIONS      
royalty-free, perpetual,                                              
irrevocable worldwide license to     (a)  Consultant certifies that   
make, have made, modify,             Consultant has no outstanding    
reproduce, display, use and sell     agreement or obligation that is  
such Item as part of or in           in conflict with any of the      
connection with such Invention.      provisions of this Agreement, or 
                                     that would preclude Consultant   
(e)  Consultant agrees that if       from complying with the          
MAGI is unable because of            provisions hereof, and further   
Consultant's unavailability,         certifies that Consultant will   
dissolution, mental or physical      not enter into any such          
incapacity, or for any other         conflicting agreement during the 
reason, to secure Consultant's       term of this Agreement.          
signature to apply for or to                                          
pursue any application for any       (b)  Consultant represents and   
United States or foreign patents     warrants that each employee of   
or mask work or copyright            Consultant, and each independent 
registrations covering the           contractor of Consultant, if     
Developments assigned to MAGI        any, has executed an agreement   
above, then Consultant hereby        with Consultant containing       
irrevocably designates and           provisions in MAGI's favor       
appoints MAGI and its duly           substantially similar to this    
authorized officers and agents       Agreement.                       
as Consultant's agent and                                             
attorney-in-fact, to act for and     5.  TERM AND TERMINATION         
in Consultant's behalf and stead                                      
to execute and file any such         (a)  This Agreement will         
applications and to do all other     commence on the date first       
lawfully permitted acts to           written above and will continue  
further the prosecution and          for twelve (12) months or        
issuance of patents, copyright       termination as provided below.   
and mask work registrations         
thereon with the same legal          (b)  MAGI, upon a majority vote  
force and effect as if executed      by its Board of Directors, may   
by Consultant.                       terminate this Agreement upon    
                                     giving sixty (60) days prior     
                                     written notice thereof to        


Consultant.  Any such notice         jurisdiction.  In the event that 
shall be addressed to Consultant     any legal action or arbitration  
at the address shown below or        is brought by any party          
such address as Consultant may       hereunder, the prevailing party  
notify MAGI of and shall be          shall be entitled to recover     
deemed given upon delivery if        from the other party all         
personally delivered, or             reasonable costs, expenses and   
forty-eight (48) hours after         attorneys fees incurred therein. 
being deposited in the United                                         
States mail, postage prepaid,        (b)  Consultant agrees that it   
registered or certified mail,        would be impossible or           
return receipt requested.  MAGI      inadequate to measure and        
may terminate this Agreement         calculate MAGI's damages from    
immediately and without prior        any breach of the covenants set  
notice if Consultant refuses or      forth in Sections 2 or 3 herein. 
is unable to perform the              Accordingly, Consultant agrees  
Services, or is in breach of any     that if Consultant breached      
material provision of this           Section 2 or 3, MAGI has, in     
Agreement.                           addition to any other right or   
                                     remedy available, the right to   
(c)  Upon such termination all       obtain from any court of         
rights and duties of the parties     competent jurisdiction an order  
shall cease except: (i) that         restraining such breach or       
MAGI shall be obligated to pay,      threatened breach and specific   
within thirty (30) days of the       performance of any such          
effective date of termination,       provision.  Consultant further   
all amounts owing to Consultant      agrees to the extent provided by 
for unpaid services and related      law that no bond or other        
expenses, if any, in accordance      security shall be required in    
with the provisions of Section 1     obtaining such equitable relief  
(Services and Compensation           and Consultant hereby consents   
hereof; and (ii) Sections 2          to the issuance of such          
(Confidentiality), 3                 injunction and the ordering of   
(Ownership), 7 (Independent          such specific performance.       
Contractors) shall survive                                            
termination of this Agreement.       9.  GOVERNING LAW                
6.  ASSIGNMENT                       This Agreement shall be governed 
                                     by, and construed and            
Neither this Agreement nor any       interpreted under, the laws of   
right hereunder or interest          the State of California without  
herein may be assigned or            reference to conflict of laws    
transferred by Consultant            principles.                      
without the express written                                           
consent of MAGI.                     10.  ENTIRE AGREEMENT            
7.  INDEPENDENT CONTRACTORS          This Agreement and the Exhibits  
                                     hereto form the entire agreement 
Nothing in this Agreement shall      of the parties and supersedes    
in any way be construed to           any prior agreements between     
constitute Consultant as an          them with respect to the subject 
agent, employee or                   matter hereof.                   
representative of MAGI, but                                           
Consultant shall perform the         11.  WAIVER                      
Services hereunder as an                                              
independent contractor.              Waiver of any term or provision  
Consultant acknowledges and          of this Agreement or forbearance 
agrees that Consultant is            to enforce any term or provision 
obligated to report as income        by either party shall not        
all compensation received by         constitute a waiver as to any    
Consultant pursuant to this          subsequent breach or failure of  
Agreement, and Consultant agrees     the same term or provision or a  
to indemnify MAGI and hold it        waiver of any other term or      
harmless to the extent of any        provision of this Agreement.     
obligation imposed on MAGI (i)                                        
to pay withholding taxes or          12.  MODIFICATION                
similar items or (ii) resulting                                       
from Consultant's being              No modification to this          
determined not to be an              Agreement, nor any waiver of any 
independent contractor.              rights, shall be effective       
                                     unless assented to in writing by 
8.  ARBITRATION, EQUITABLE           the party to be charged.         
RELIEF AND ATTORNEYS FEES                                             
                                     13.  COUNTERPARTS                
(a)  Except as provided in                                            
Section 8(b) below, MAGI and         This Agreement may be executed   
Consultant agree that any            in counterpart, each of which    
dispute or controversy arising       shall be deemed an original, but 
out of or relating to any            both of which together shall     
interpretation, construction,        constitute one and the same      
performance or breach of this        instrument.                      
Agreement, shall be settled by                                        
arbitration to be held in San        14.  INTERPRETATION              
Jose, California, by the                                              
American Arbitration Association     Consultant and MAGI agree that   
and in  accordance to the then       this Agreement was the product   
current rules thereof.  The          of negotiation, with each party  
arbitrator may grant injunctions     having the                       
or other relief in such dispute
or controversy.  The decision of
the arbitrator shall be final,
in any court of competent


opportunity to propose               15.  SEVERABILITY               
modification of terms.               Should any provision of this    
Accordingly, any ambiguity in        Agreement be found to be void   
this Agreement shall not be          or unenforceable, the remainder 
construed for or against any         of this Agreement shall remain  
party based upon who prepared        in full force and effect.       
such terms;  the parties hereby
expressly waive California Civil
Code Section 1654 with respect

IN WITNESS WHEREOF, the undersigned are duly authorized to execute this
Agreement on behalf of Consultant and MAGI as of the day and year written

CONSULTANT:                           MEDIA ARTS GROUP INC.
                                      521 Charcot Ave.
                                      San Jose, CA  95131

By: /s/ Mike Kiley                    By: /s/ Kenneth Raasch
   -------------------------------       --------------------------------
Mike Kiley                            Print Name: Kenneth Raasch
                                      Title: Chairman/CEO
Address: 6415 Beusy Ct.                     -----------------------------
         San Jose,CA 95123

                                  EXHIBIT A
Services to be performed by Consultant:

a.     Act as a liaison between Thomas Kinkade and Company management
b.     Interface with Company employees in any or all areas to identify issues
c.     Work with the management team to develop a Company mission statement
d.     Evaluate performance of various departments and/or Company divisions
e.     Advise Company and Thomas Kinkade on issues relating to Company
f.     Perform other functions as directed by the Company's Board of Directors


                                      EXHIBIT B
Compensation of Consultant:

    (a)  Rate of Pay:   $6,000.00 per month, with payment to be made on the
         first day of every month
    (b)  Options:  Grant of 25,000 options at $3.75, vesting pro rata
         over the term of this agreement.  Should this agreement be terminated
         without cause, the balance of the options shall immediately vest.