Under the agreement, KB Toys, the nation's largest combined mall-based and online specialty toy retailer, will become the exclusive U.S. toy licensee for Zodiac Girlz(TM) and will produce and market an assortment of dolls, doll fashions, accessories, activity toys and electronic toys under the Zodiac Girlz(TM) brand name. KB Toys will feature exclusive Zodiac Girlz(TM) products this fall through a dedicated feature shop in its stores, and through an on-line boutique at KBtoys.com.

"Zodiac Girlz(TM) is a fun and exciting girls concept that supports a pro- social message and a wealth of interactive and creative play," said Tom Alfonsi, senior vice president, product development for KB Toys. "3 Muses is an extremely creative organization and we're excited to be working with them to launch our first proprietary girls toy line. Zodiac Girlz(TM) toys will further differentiate our merchandise assortment from our competitors and build on our successful strategy of delivering unique and meaningful products to our customers."

"3 Muses is thrilled to be working with KB Toys to bring the Zodiac Girlz(TM) concept to life nationwide," said Rosina Rothman, president and creative director for 3 Muses. "Together, we are committed to creating a significant girls brand that parents can feel good about and that represents both positive elements and the unlimited potential for achievement of girls everywhere."

The brainchild of the creative team at 3 Muses and introduced to the world via the internet at www.zodiacgirlz.com, the Zodiac Girlz(TM) concept break barriers of race, disability and ethnicity by uniting an international sisterhood of diverse pre-teens. Armed with cosmic super-powers, these multi- cultural crime-fighters -- each with individual personalities based on their astrological sign -- are positive, girl-empowering characters that celebrate differences and encourage individuality and self-confidence.

About KB Toys

KB Toys is the nation's largest combined mall-based and online specialty
toy retailer, operating more than 1,300 stores in all 50 states, the American Territory of Guam and the Commonwealth of Puerto Rico. KB Toys operates retail stores under the names KB Toys(R), KB Toy Works(R), KB Toy Outlet(TM), Toy Liquidators(R), KB Toy Express(R) and offers online shopping through KBtoys.com(TM) (www.kbtoys.com) and eToys(R) (www.etoys.com). KB Toys, Inc., the parent corporation, is a privately held company headquartered in Pittsfield, Massachusetts.

About 3 Muses

3 Muses, LLC (www.3muses.com) from Studio City, CA is a brand development company specializing in the creation and marketing of children's character properties for entertainment and licensing. 3 Muses was formed in early 2002 by three young, entrepreneurial women and has quickly risen in popularity with their first property for tweens, the Zodiac Girlz(TM), that debuted on the internet in June 2002 (www.zodiacgirlz.com).