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STOCK OPTION AGREEMENT

STOCK OPTION AGREEMENT, dated as of December 13, 1998 (the
"Agreement"), between MATTEL, INC., a Delaware corporation (the "Grantee"), and
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THE LEARNING COMPANY, INC., a Delaware corporation (the "Grantor").
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WHEREAS, Grantor and Grantee are entering into an Agreement and Plan
of Merger, dated as of the date hereof (the "Merger Agreement"), pursuant to
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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
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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
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hereof;

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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Nice try Paul! I think I'm the only other reader here and you didn't fool me. The options are to purchase TLC at $28 per share, as you know. *yawn* Plus the most they could benefit would be $8/share, the rest returned to TLC. Guess it would put a damper in the short term on any runup past $28/share.

That said, I doubt I want to remain invested in Mattel. Nothing like getting my shares converted twice in one year: brod --> tlc --> mat.
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