EXHIBIT 10.23

                   EXTENSION AGREEMENT, DATED JUNE 28, 1996,
                 BY AND BETWEEN THE COMPANY AND DANIEL LESNICK

 
                              EXTENSION AGREEMENT

     This Extension Agreement ("Agreement") is made as of the 28th day of June,
1996, by and between Janex International, Inc., a Colorado corporation
("International") and Daniel Lesnick ("Lesnick"), with reference to the
following:

     A.   In connection with the acquisition of the capital stock of Janex
(formerly known as MJL Marketing, Inc.) by International, International made and
delivered to Lesnick an Installment Note ("Note") in the sum of $440,000, dated
October 1, 1993.

     B.   By its terms, the Note was payable in six equal semi-annual payments
of principal, commencing on June 30, 1994, all due and payable on December 31,
1996.

     C.   Lesnick previously granted an extension to pay the Note provided that
interest be paid on the Note.

     D.   The parties have been negotiating a further extension of the Note,
upon the terms and conditions set forth below.

     NOW, THEREFORE, the parties hereto agree as follows:

     1.   Present Indebtedness.  Disregarding interest, the present principal
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balance owing on the Note is $220,000.00, with payments due or to be due as
follows:
 
 
                                       
                    $73,333.33           12/31/95  (Past due)
                    $73,333.33           06/30/96  (Past due)
                    $73,333.33           12/31/96
 

     2.   Extension of Payment.  Lesnick agrees that the date for all payments
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under the Note shall be extended to February 1, 1998, at which time all
principal and accrued interest shall be due and payable. The parties agree that
notwithstanding any provision of the Note, commencing January 1, 1996, the
Company will pay interest on a principal balance of $93,333.33, and commencing
July 1, 1996, the Company will pay interest on a principal balance of $280,000,
all at the rate of nine and one-half percent (9-1/2%) per annum,  until paid in
full, with interest payable quarterly commencing on September 1, 1996. Upon the
execution of this Agreement, International agrees to pay all accrued interest on
the Note as of the date of this Agreement.

     3.   Granting of Warrants.  As further consideration for the extension of
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the due date on the Note, International shall grant to Lesnick 131,994 warrants
to acquire the restricted common stock of International, in accordance with the
provisions of the Warrant Agreement attached hereto as Exhibit "A."

     4.   Governing Law and Interpretation.  This Agreement shall be governed,
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interpreted and enforced in accordance with the laws

 
of the State of California.

     5.   Amendments.  This Agreement may only be amended in writing signed by
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the parties hereto.

     6.   Captions.  The captions of the paragraphs of this Agreement are for
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convenience only and shall not be used to interpret or alter any of the
provisions hereof.

     7.   Entire Agreement.  This Agreement and the Warrant Agreement attached
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hereto, set forth the entire agreement with respect to the subject matter
hereof, and supersede all prior representations and agreements pertaining to the
subject matter hereof.

     8.   Counterparts.  This Agreement may be executed in multiple counterparts
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each of which shall be deemed an original and all of which together shall be one
and the same instrument.

     IN WITNESS WHEREOF, the parties have executed this Agreement at Woodland
Hills, California, on the day and year first above written.

JANEX INTERNATIONAL, INC.


By:/s/ SHELDON F. MORICK
   ------------------------
     Sheldon F. Morick,
     President



    /s/ DANIEL LESNICK
- -------------------------------
Daniel Lesnick, an individual



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