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Stocks L / Learning Company, Inc., The


Subject:  tlc panics into merger, gives mat 15 m options! Date:  12/15/1998  6:34 PM
Author:  prichards Number:  469 of 476

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STOCK OPTION AGREEMENT, dated as of December 13, 1998 (the
"Agreement"), between MATTEL, INC., a Delaware corporation (the "Grantee"), and
--------- -------
THE LEARNING COMPANY, INC., a Delaware corporation (the "Grantor").

WHEREAS, Grantor and Grantee are entering into an Agreement and Plan
of Merger, dated as of the date hereof (the "Merger Agreement"), pursuant to
which, and upon the terms and subject to the conditions thereof, Grantor is to
merge (the "Merger") with and into Grantee, with Grantor continuing as the
surviving corporation after the Merger;

WHEREAS, as a condition and inducement to Grantee's willingness to
enter into the Merger Agreement, Grantor is granting to the Grantee an option to
purchase 15,673,160 shares of common stock, par value $.01 per share, of the
Grantor (the "Common Stock"), upon the terms and subject to the conditions

WHEREAS, in order to induce the Grantee to enter into the Merger
Agreement the Grantor is willing to grant the Grantee the requested option; and

WHEREAS, the Board of Directors of the Grantor has approved the grant
by Grantor of the Option (defined below) pursuant to this Agreement.

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