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                                                                   EXHIBIT 10.34
                                IRREVOCABLE PROXY

                              Date: April 15, 1999

         The undersigned hereby appoints MVII, LLC, a California limited
liability company ("MVII"), proxy, and hereby authorizes MVII to vote all of the
common shares (the "Common Shares") of DSI Toys, Inc. (the "Company") (i)
standing in the name of the undersigned as of the date hereof, (ii) that may
subsequently be acquired by the undersigned, and (iii) as to which the
undersigned is or may be appointed as proxy and has the authority to vote, for
the election of the Board of Directors of the Company as if the undersigned were
personally present and voting for such directors. The undersigned further grants
MVII the authority to vote all such Common Shares with respect to all other
matters of the Company subject to a vote of the Company's common shareholders,
however the undersigned shall retain the right to vote his or her Common Shares
with respect to matters concerning (i) a dissolution of the Company, or (ii) the
sale of a Controlling Interest (as hereinafter defined) of the Company. This is
an irrevocable proxy coupled with an interest and is granted in furtherance of
that certain Shareholders' and Voting Agreement (the "Agreement"), by and among
the Company, MVII and the undersigned and the other members of the DSI Group (as
defined in the Agreement), dated as of even date herewith. This irrevocable
proxy shall become effective and shall have the same duration as the voting
agreement found in Article I of the Agreement and shall automatically terminate
if and when the Agreement is terminated for any reason. "Controlling Interest"
shall mean the sale of all or substantially all of the assets of the Company
which requires a vote of shareholders under applicable law, the issuance by the
Company of common stock in such an amount that the rules of the exchange on
which the Company's stock is listed requires shareholder approval, or a merger
of the Company with another entity which requires a vote of shareholders under
applicable law.


                                                     /s/ M. D. Davis
                                                     ---------------------------
                                                     M.D. Davis