Sample Business Contracts

Lock-Up Agreement - Thomas Kinkade, Hambrecht & Quist LLC and Needham & Co. Inc.

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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,

     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


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

     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

                                          Thomas Kinkade
                                          Printed Name