MEDIA ARTS GROUP, INC.
                       1998 STOCK INCENTIVE PLAN (THE "PLAN")
                          INCENTIVE STOCK OPTION AGREEMENT

Unless otherwise defined herein, the terms defined in the Plan shall have the
same defined meanings in this Incentive Stock Option Agreement.   You have been
granted an option to purchase Common Stock of the Company, subject to the terms
and conditions of the Plan and this Incentive Stock Option Agreement, as
follows:


<TABLE>
<CAPTION>

I.   NOTICE OF STOCK OPTION GRANT

<S>                                   <C>                                      <C>
 1.  NAME:                                                                     ("Grantee")

 2.  ADDRESS:

 3.  DATE OF GRANT:                                                            ("Grant Date")

 4.  TOTAL NUMBER OF COMMON SHARES
     GRANTED:                                                                  ("Option")

 5.  EXERCISE PRICE PER COMMON                                                 ("Exercise Price")
     SHARE:

 6.  TOTAL EXERCISE PRICE:                                                     ("Total Exercise Price")


 7.  TERM OF STOCK                    Ten (10) years from the Grant Date       ("Option Term")
     OPTION/EXPIRATION DATE:

 8.  VESTING SCHEDULE:                Date                                     % of Stock Options as to which Option is Vested
                                                                                per year


</TABLE>




Media Arts Group, Inc.                                   Grantee:




By: 
     ------------------------------            ----------------------
       Raymond A. Peterson                        (insert name)
     President & Chief Executive Officer

<PAGE>

II.  AGREEMENT


1.  GRANT OF OPTION      The Committee of the Plan hereby grants to the Grantee
                         named in the Notice of Grant attached as Part I of this
                         Incentive Stock Option Agreement (the "Grantee") an
                         option (the "Option") to purchase the number of Common
                         Shares, as set forth in the Notice of Grant, at the
                         exercise price per share set forth in the Notice of
                         Grant (the "Exercise Price"), subject to the terms and
                         conditions of the Plan, which is incorporated herein by
                         reference.  In the event of a conflict between the
                         terms and conditions of the Plan and the terms and
                         conditions of this Incentive Stock Option Agreement,
                         the terms and conditions of the Plan shall prevail.

                         This Option is intended to qualify as an Incentive
                         Stock Option under Section 422 of the Code.  However,
                         to the extent that this Option exceeds the $100,000
                         rule of Code Section 422(d), it shall be treated as a
                         Nonstatutory Stock Option ("NSO").

2. VESTING               The Option is exercisable during its term in accordance
                         with the Vesting Schedule set out in the Notice of
                         Grant and the applicable provisions of the Plan and
                         this Incentive Stock Option Agreement.

3. EXERCISE OF OPTION    (a)                      The Grantee may exercise the
                              Option with respect to all or any part of the
                              number of Option Shares then exercisable hereunder
                              by providing to the Secretary of the Company
                              written notice of intent to exercise.  The notice
                              of exercise (in substantially the form attached
                              hereto as EXHIBIT A or in such other form as shall
                              then be acceptable to the Company (the "Exercise
                              Form")) shall specify the number of Common Shares
                              in respect of which the Option is being exercised
                              (the "Exercised Shares"), and such other
                              representations and agreements as may be required
                              by the Company pursuant to the provisions of the
                              Plan. The Exercise Form shall be accompanied by
                              payment of the aggregate Exercise Price as to all
                              Exercised Shares.  This Option shall be deemed to
                              be exercised upon receipt by the Company of such
                              fully executed Exercise Form accompanied by such
                              aggregate Exercise Price.

                         (b)                      Payment by the Grantee of the
                              aggregate Exercise Price shall be made pursuant to
                              Article 6 of the Plan.

                         (c)                      No Common Shares shall be
                              issued pursuant to the exercise of this Option
                              unless such issuance

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<PAGE>


                              and exercise complies with all applicable local,
                              state and federal laws.  Assuming such compliance,
                              for income tax purposes the Exercised Shares shall
                              be considered transferred to the Grantee on the
                              date the Option is exercised with respect to such
                              Exercised Shares.

4. TERMINATION

                         (a)                      The Option and all rights
                              hereunder with respect thereto, to the extent such
                              rights shall not have been exercised, shall
                              terminate and become null and void after the
                              expiration of the Option Term.
         
                         (b)                      Upon the occurrence of the
                              Grantee's ceasing for any reason to be employed by
                              the Company (such occurrence being a "termination"
                              of the Grantee's employment"), the Option, to the
                              extent not previously exercised, shall terminate
                              and become null and void immediately upon such
                              termination of the Grantee's employment, except in
                              a case where the termination of the Grantee's
                              employment is by reason of retirement, disability,
                              death, voluntary termination or his or her being
                              discharged not for good cause.  Upon a termination
                              of the Grantee's employment by reason of
                              retirement, disability, death, voluntary
                              termination or his or her being discharged not for
                              good cause, the Option may be exercised during the
                              following periods, but only to the extent that the
                              Option was outstanding and exercisable on any such
                              date of retirement, disability, death, voluntary
                              termination or his or her being discharged not for
                              good cause: (i) the one-year period following the
                              date of such termination of the Grantee's
                              employment in the case of a disability (within the
                              meaning of Section 22(e)(3) of the Internal
                              Revenue Code of 1986, as amended), (ii) the
                              one-year period following Grantee's death, and
                              (iii) the three-month period following the date of
                              such termination in the case of the Grantee's
                              termination of employment by reason of his or her
                              retirement, his or her voluntary termination or
                              his or her being discharged not for good cause,
                              unless the Grantee dies within said three-month
                              period.  In no event, however, shall any such
                              period extend beyond the Option Term.
         
                         (c)                      In the event of the death of
                              the Grantee, the Option may be exercised by the
                              Grantee's legal representative(s), but only to the
                              extent that the Option would otherwise have been
                              exercisable by the Grantee.
         
                         (d)                      A transfer of the Grantee's
                              employment between the Company and any subsidiary
                              of

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<PAGE>


                              the Company, or between any subsidiaries of the
                              Company, shall not be deemed to be a termination
                              of the Grantee's employment.

                         (e)                      Notwithstanding any other
                              provisions set forth herein or in the Plan, if, as
                              determined by the Committee within its sole
                              discretion, the Grantee shall (i) commit any act
                              of malfeasance or wrongdoing affecting the Company
                              or any subsidiary of the Company, (ii) breach any
                              covenant not to compete, or employment contract,
                              with the Company or any subsidiary of the Company,
                              or (iii) engage in conduct that would warrant the
                              Grantee's discharge for cause (excluding general
                              dissatisfaction with the performance of the
                              Grantee's duties, but including any act of
                              disloyalty or any conduct clearly tending to bring
                              discredit upon or any subsidiary of the Company),
                              then immediately upon the Committee's
                              determination, any unexercised portion of the
                              Option as of the date of such determination shall
                              terminate and be void.

5. RESTRICTIONS ON SALE 
                         By signing this Incentive Stock Option Agreement, the
                         Grantee agrees not to sell any Exercised Shares at a
                         time when any applicable law, regulation or Company
                         policy prohibits a sale.  This restriction will apply
                         as long as the Grantee is an employee of the Company
                         (or a subsidiary).

6. TRANSFER OF STOCK OPTIONS 
                         During the Grantee's lifetime, the Option hereunder
                         shall be exercisable only by the Grantee or any
                         guardian or legal representative of the Grantee, and
                         the Option shall not be transferable except, in cases
                         of the death of the Grantee, by will or the laws of
                         descent and distribution, nor shall the Option be
                         subject to attachment, execution or other similar
                         process.  The terms of the Plan and this Incentive
                         Stock Option Agreement shall be binding upon the
                         executors, administrators, heirs, successors and
                         assigns of the Grantee.

7. EMPLOYMENT            The granting of the Option or its exercise shall not be
                         construed as granting to the Grantee any right with
                         respect to continuance of employment of the Company.
                         Except as may otherwise be limited by a written
                         agreement between the Company and the Grantee, the
                         right of the Company to terminate at will the Grantee's
                         employment at any time with or without cause (whether
                         by dismissal, discharge, retirement or otherwise) is
                         specifically reserved by the Company, as the employer
                         or on behalf of the employer (whichever the case may
                         be), and acknowledged by the Grantee.

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<PAGE>


8. NOTICE
                         All notices and other communications under this
                         Incentive Stock Option Agreement shall be in writing.
                         Unless and until the Grantee is notified in writing to
                         the contrary, all notices, communications and documents
                         directed to the Company and related to the Incentive
                         Stock Option Agreement, if not delivered by hand, shall
                         be mailed, addressed as follows:

                                        MEDIA ARTS GROUP, INC.
                                        521 Charcot Avenue
                                        San Jose, California  95131
                                        Attn:  James F. Landrum, Jr.
                                               Snr. Vice President & General
                                               Counsel

                         Unless and until the Company is notified in writing to
                         the contrary, all notices, communications and documents
                         intended for the Grantee and related to this Incentive
                         Stock Option Agreement, if not delivered by hand, shall
                         be mailed to Grantee's last known address as shown on
                         the Company's payroll records.  Notices and
                         communications shall be mailed by first class mail,
                         postage prepaid; documents shall be mailed by
                         registered mail, return receipt requested, postage
                         prepaid.  All mailings and deliveries related to this
                         Incentive Stock Option Agreement shall be deemed
                         received only when actually received.

9. APPLICABLE LAW  
                         This Incentive Stock Option Agreement shall be
                         construed and interpreted pursuant to the internal
                         substantive laws, but not the choice of law rules, of
                         the State of California, and the parties hereto submit
                         and consent to the jurisdiction of the courts of the
                         State of California, including Federal Courts located
                         therein, should Federal jurisdiction requirements exist
                         in any action brought to enforce (or otherwise relating
                         to) this Incentive Stock Option Agreement.
                         Notwithstanding the proceeding sentence, nothing
                         contained in this Incentive Stock Option Agreement
                         shall preclude the Company from bringing an action in
                         any appropriate forum to enforce the terms and
                         provisions of this Incentive Stock Option Agreement.
                         Grantee hereby consents to the exclusive jurisdiction
                         of any State or Federal court empowered to enforce this
                         Incentive Stock Option Agreement in the State of
                         California, Santa Clara County, and waives any
                         objection thereto on the basis of personal jurisdiction
                         or venue.

10. ENTIRE AGREEMENT
                         This Incentive Stock Option Agreement and the Plan
                         constitute the entire understanding between the Grantee
                         and the Company with respect to the subject matter
                         hereof and supersede in their entirety all prior
                         undertakings and agreements of the Company and the
                         Grantee with respect to the subject matter hereof.
                         This Incentive

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<PAGE>


                         Stock Option Agreement may be amended only in writing
                         signed by the Grantee and an authorized officer of the
                         Company.

By the Grantee's signature and the signature of the Company's representative on
the Notice of Grant, the Grantee and the Company agree that this Option is
granted under and governed by the terms and conditions of the Plan and this
Incentive Stock Option Agreement.  The Grantee has reviewed the Plan and this
Incentive Stock Option Agreement in their entirety, has had an opportunity to
obtain the advice of counsel prior to executing this Incentive Stock Option
Agreement and fully understands all provisions of the Plan and Incentive Stock
Option Agreement.  The Grantee hereby agrees to accept as binding, conclusive
and final all decisions or interpretations of the Plan Committee upon any
questions relating to the Plan and the Incentive Stock Option Agreement.


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Source: OneCLE Business Contracts.