<PAGE>
 
As filed with the Securities and Exchange Commission on July 17, 1997.
                                                Registration No. 333-___________

================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549

                        ------------------------------

                                   FORM S-8
                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933

                        ------------------------------

                             THINK New Ideas, Inc.
            (Exact name of registrant as specified in its charter)

            DELAWARE                                             95-4578104
(State or Other Jurisdiction of                               (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

                      45 W. 36/th/ Street - 12/th/ floor
                           New York, New York 10018
                                (212) 629-6800
      (Address, including zip code, and telephone number, including area
              code, of registrant's principal executive offices)

                      Consulting Agreement by and between
                   THINK New Ideas, Inc. and Jason H. Pollak
                             (Full Title of Plan)

                        ------------------------------

                   Scott A. Mednick, Chief Executive Officer
                             THINK New Ideas, Inc.
                             8000 Sunset Boulevard
                                Penthouse East
                             Los Angeles, CA 90046
                    (Name, address, including zip code, and
         telephone number, including area code, of agent for service)

                        ------------------------------

                                  Copies to:
                           Ralph V. De Martino, Esq.
                     De Martino Finkelstein Rosen & Virga
                               1818 N Street, NW
                           Washington, DC 20036-2492
                                (202) 659-0494

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: [X]
                                                        
<TABLE> 
<CAPTION> 
                                              CALCULATION OF REGISTRATION FEE 
==========================================================================================================================

                                                               Proposed Maximum       Proposed Maximum       Amount of   
                                             Amount to       Aggregate Price Per     Aggregate Offering     Registration
  Title of Securities to be Registered     be Registered          Share (1)               Price (1)            Fee (1)     
--------------------------------------------------------------------------------------------------------------------------
  <S>                                        <C>                    <C>                     <C>                 <C> 
  Options                                      ----                 ----                    ----                ----
--------------------------------------------------------------------------------------------------------------------------
  Common Stock, $.0001 par value(2)          350,000              $ 5.19                $ 1,816,500          $ 550.45
==========================================================================================================================
</TABLE> 

(1) Calculated in accordance with Rule 457(h) under the Securities Act of 1933,
    as amended, based upon the average of the bid and asked prices for the
    Common Stock on July 14, 1997.
(2) Represents shares of Common Stock issuable to Jason H. Pollak pursuant to
    the terms of the Consulting Agreement (the "Consulting Agreement") by and
    between THINK New Ideas, Inc. and Jason H. Pollak, which issuance is to
    occur on or after the time of filing and effectiveness of this Registration
    Statement on Form S-8. Includes the shares of Common Stock issuable upon
    exercise of the above-referenced options.
<PAGE>
 
                                    PART I

                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Item 1.  Plan Information.

            This Registration Statement (the "Registration Statement") relates
     to the issuance of common stock purchase options (the "Options") and shares
     of common stock, par value $.0001 per share (the "Common Stock") of THINK
     New Ideas, Inc. (the "Company") to Jason H. Pollak (the "Consultant")
     pursuant to the terms of a Consulting Agreement, dated June 30, 1997, by
     and between the Company and the Consultant (the "Consulting Agreement").
     Pursuant to the terms of the Consulting Agreement, the Company has agreed
     to issue to the Consultant: (a) the Options, which are exerciseable to
     purchase, incrementally commencing July 31, 1997, an aggregate of 150,000
     shares of Common Stock at an exercise price equal to the average closing
     bid price of the Common Stock for the twenty trading days immediately
     preceding each incremental exercise date, and (b) 350,000 shares of Common
     Stock (including the 150,000 shares of Common Stock issuable upon exercise
     of the Options) in exchange for the Consultant's providing certain
     marketing and consulting services to the Company. Pursuant to the terms of
     the Consulting Agreement, the initial term of the Consulting Agreement is
     twelve months, subject to termination by the Company upon delivery (30 days
     in advance) of written notice to the Consultant.

            The foregoing information relating to the provisions of the
     Consulting Agreement is intended to provide a summary thereof and does not
     purport to be a complete description of the Consulting Agreement. Such
     summary should be read in conjunction with the Consulting Agreement which
     has been filed as Exhibit 10 hereto and is incorporated herein by reference
     in its entirety.

     Item 2. Registrant Information and Employee Plan Annual Information.

            The Consultant has been provided with copies of the documents
     incorporated herein by reference in Part II: Item 3 hereof and has been
     advised by the Company in writing that such documents will continue to be
     available, without charge, to the Consultant upon the Consultant's written
     request to the Company at its offices at 45 W. 36/th/ Street, New York, New
     York, 10018 (Phone: 212-629-6800).

                                      I-1
<PAGE>
 
                                    PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS

     Item 3. Incorporation of Documents by Reference.

            The following documents, including any amendments thereto, filed by
     the Company with the Securities and Exchange Commission (the "Commission")
     are incorporated by reference in this Registration Statement and shall be
     deemed to be a part hereof from the date of filing such documents.

            (a)   The latest prospectus filed by the Company pursuant to 
                  Rule 424(b) under the Securities Act of 1933 (the "Securities
                  Act") which prospectus contains the audited financial
                  statements of the Company (File No. 333-12795).

            (b)   The Company's quarterly report on Form 10-QSB for the quarter
                  ended December 31, 1996 (File No. 000-21775);

            (c)   The Company's quarterly report on Form 10-QSB for the quarter
                  ended March 31, 1997 (File No. 000-21775);

            (d)   All reports filed by the Company pursuant to Sections 13(a),
                  13(c) and 15(d) of the Exchange Act of 1934 (the "Exchange
                  Act") subsequent to the date of this Registration Statement
                  and prior to the filing of a post-effective amendment which
                  indicates that all of the securities offered hereby have been
                  sold or which deregisters all securities then remaining
                  unsold.

     Item 4. Description of Securities.

            The Certificate of Incorporation of the Company authorizes the
     issuance of up to 50,000,000 shares of Common Stock, $.0001 par value per
     share. Each share of Common Stock entitles the holder thereof to one vote
     on each matter submitted to the stockholders of the Company. The holders of
     Common Stock are entitled to receive ratable dividends, if any, as may be
     declared by the Board of Directors out of funds legally available therefor.
     In the event of a liquidation, dissolution or winding up of Company, the
     holders of Common Stock are entitled to share ratable in all of the assets
     of the Company available for distribution. The Common Stock has no
     preemptive, subscription or conversion rights, or redemption or sinking
     fund provisions applicable thereto. All outstanding shares of Common Stock
     are fully paid and non-assessable. The Company has not paid any dividends
     on its Common Stock to date.

     Item 5. Interests of Named Experts and Counsel.

            Not Applicable.

                                     II-1
<PAGE>
 
     Item 6. Indemnification of Officers and Directors.

            The Certificate of Incorporation of the Company limits the personal
     liability of directors to the fullest extent permitted by Section 102(b)(7)
     of the Delaware General Corporation Law.  Section 145 of the Delaware
     General Corporation Law provides that a corporation's certificate of
     incorporation may limit the personal liability of its directors for
     monetary damages for breach of their fiduciary duties as directors except
     for liability: (i)  for any breach of the director's duty of loyalty to the
     corporation or its stockholders; (ii) for acts or omissions not in good
     faith or which involve intentional misconduct or a knowing violation of
     law; (iii) arising under Section 174 of the Delaware General Corporation
     Law; or (iv) for any transaction from which the director derived an
     improper personal benefit.

            The effect of the foregoing is to require the Company to indemnify
     the officers and directors of the Company for any claim arising against
     such persons in their official capacities if such person acted in good
     faith and in a manner that he reasonably believed to be in or not opposed
     to the best interests of the Company, and, with respect to any criminal
     action or proceeding, had no reasonable cause to believe his conduct was
     unlawful.

            INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE
     SECURITIES ACT MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS
     CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, THE COMPANY
     HAS BEEN INFORMED THAT IN THE OPINION OF THE SECURITIES AND EXCHANGE
     COMMISSION, SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN
     THE SECURITIES ACT AND IS THEREFORE UNENFORCEABLE.

     Item 7. Exemption from Registration Claimed.

            Not Applicable.

     Item 8. Exhibits.

            5      Opinion of Counsel regarding legality.

            10     Consulting Agreement by and between THINK New Ideas, Inc. and
                   Jason H. Pollak.

            23(a)  Consent of BDO Seidman, LLP

            23(b)  Consent of Counsel included in Exhibit 5.

                                     II-2
<PAGE>
 
     Item 9. Undertakings

            The Company hereby undertakes:

            A. Rule 415 Offering.
               ----------------- 

            (1)   To file, during any period in which it offers or sells
     securities, a post-effective amendment to this Registration Statement to
     include any additional or changed information with respect to the plan of
     distribution;

            (2)   That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

            (3)   To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at the
     termination of the offering.

            B. Subsequent Exchange Act Documents Incorporated by Reference:
               -----------------------------------------------------------

            The Company hereby undertakes that, for purposes of determining any
     liability under the Securities Act, each filing of the company's annual
     report pursuant to Section 13(a) or Section 15(d) of the Exchange Act, and
     each filing of the Plan's annual report pursuant to Section 15(d) of the
     Exchange Act that is incorporated by reference in the Registration
     Statement shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.

            C. Indemnification.
               ---------------

            (1)   Insofar as indemnification for liabilities arising under the
     Securities Act may be permitted to directors, officers, and controlling
     persons of the Company pursuant to the foregoing provisions, or otherwise,
     the Company has been advised that in the opinion of the Commission such
     indemnification is against public policy as expressed in the Act and is,
     therefore, unenforceable. In the event that a claim for indemnification
     against such liabilities (other than the payment by the Company of expenses
     incurred or paid by a director, officer, or controlling person of the
     Company in the successful defense of any action, suit, or proceeding) is
     asserted by such director, officer, or controlling person in connection
     with the securities being registered, the Company will, unless in the
     opinion of its counsel the matter has been settled by controlling
     precedent, submit to a court of appropriate jurisdiction the question
     whether such indemnification by it is against public policy as expressed in
     the Act and will be governed by the final adjudication of such issue.

                                     II-3
<PAGE>
 
                                  SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, the
     Company certifies that it has reasonable grounds to believe that it meets
     all of the requirements for filing on Form S-8 and has duly caused this
     Registration Statement to be signed on its behalf by the undersigned,
     thereunto duly authorized, in the City of Los Angeles, State of California,
     on July 17, 1997.

                                  THINK New Ideas, INC.

                                  By:  /s/ Scott A. Mednick
                                       -----------------------------------------
                                       Scott A. Mednick, Chief Executive Officer

                               POWER OF ATTORNEY

            We, the undersigned officers and directors of the Company, hereby
     severally constitute and appoint Scott A. Mednick our true and lawful
     attorney-in-fact and agent, with full power to him to sign any and all
     amendments (including post effective amendments) to this Registration
     Statement and to file the same, with all exhibits thereto and other
     documents in connection therewith, with the Securities and Exchange
     Commission, granting unto said attorney-in-fact and agent full power and
     authority to do and perform each and every act and thing requisite or
     necessary to be done in and about the premises, as fully to all interest
     and purposes as we might or could do in person, ratifying and conforming
     all that said attorney-in-fact and agent or any of them, or his substitute
     or substitutes, may unlawfully do or cause to be done by virtue hereof.

            Pursuant to the requirements of the Securities Act of 1933, this
     Registration Statement has been signed by the following persons in the
     capacities indicated as of July 17, 1997.

     /s/ Scott A. Mednick 
     ------------------------------        Chief Executive Officer, Chairman of 
     Scott A. Mednick                      the Board and Director

     /s/ Ronald Bloom 
     ------------------------------        President and Director
     Ronald Bloom 

     /s/ Adam Curry 
     ------------------------------        Chief Technology Officer and Director
     Adam Curry 

     /s/ Melvin Epstein 
     ------------------------------        Chief Financial Officer
     Melvin Epstein 

     /s/ Barry Wagner 
     ------------------------------        Director
     Barry Wagner 


     ------------------------------        Director
     Frank De Lape


     ------------------------------        Director
     Michael Ribero
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17591}]
{"company-data": {"conformed-name": "THINK NEW IDEAS INC", "cik": "0001014462", "assigned-sic": "7389", "irs-number": "954578104", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31511", "film-number": "97642108"}, "business-address": {"street1": "45 W 36 STREET FIFTH FLOOR", "street2": "SUITE 160", "city": "NYE YORK", "state": "NY", "zip": "10018", "phone": "2126296800"}, "mail-address": {"street1": "45 W 36TH STREET FIFTH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10018"}}
As filed with the Securities and Exchange Commission on July 17, 1997.
                                                Registration No. 333-___________

================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549

                        ------------------------------

                                   FORM S-8
                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933

                        ------------------------------

                             THINK New Ideas, Inc.
            (Exact name of registrant as specified in its charter)

            DELAWARE                                             95-4578104
(State or Other Jurisdiction of                               (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

                      45 W. 36/th/ Street - 12/th/ floor
                           New York, New York 10018
                                (212) 629-6800
      (Address, including zip code, and telephone number, including area
              code, of registrant's principal executive offices)

                      Consulting Agreement by and between
                   THINK New Ideas, Inc. and Jason H. Pollak
                             (Full Title of Plan)

                        ------------------------------

                   Scott A. Mednick, Chief Executive Officer
                             THINK New Ideas, Inc.
                             8000 Sunset Boulevard
                                Penthouse East
                             Los Angeles, CA 90046
                    (Name, address, including zip code, and
         telephone number, including area code, of agent for service)

                        ------------------------------

                                  Copies to:
                           Ralph V. De Martino, Esq.
                     De Martino Finkelstein Rosen & Virga
                               1818 N Street, NW
                           Washington, DC 20036-2492
                                (202) 659-0494

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: [X]
CALCULATION OF REGISTRATION FEE 
==========================================================================================================================

                                                               Proposed Maximum       Proposed Maximum       Amount of   
                                             Amount to       Aggregate Price Per     Aggregate Offering     Registration
  Title of Securities to be Registered     be Registered          Share (1)               Price (1)            Fee (1)     
--------------------------------------------------------------------------------------------------------------------------
Options                                      ----                 ----                    ----                ----
--------------------------------------------------------------------------------------------------------------------------
  Common Stock, $.0001 par value(2)          350,000              $ 5.19                $ 1,816,500          $ 550.45
==========================================================================================================================
(1) Calculated in accordance with Rule 457(h) under the Securities Act of 1933,
    as amended, based upon the average of the bid and asked prices for the
    Common Stock on July 14, 1997.
(2) Represents shares of Common Stock issuable to Jason H. Pollak pursuant to
    the terms of the Consulting Agreement (the "Consulting Agreement") by and
    between THINK New Ideas, Inc. and Jason H. Pollak, which issuance is to
    occur on or after the time of filing and effectiveness of this Registration
    Statement on Form S-8. Includes the shares of Common Stock issuable upon
    exercise of the above-referenced options.
PART I

                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Item 1.  Plan Information.

            This Registration Statement (the "Registration Statement") relates
     to the issuance of common stock purchase options (the "Options") and shares
     of common stock, par value $.0001 per share (the "Common Stock") of THINK
     New Ideas, Inc. (the "Company") to Jason H. Pollak (the "Consultant")
     pursuant to the terms of a Consulting Agreement, dated June 30, 1997, by
     and between the Company and the Consultant (the "Consulting Agreement").
     Pursuant to the terms of the Consulting Agreement, the Company has agreed
     to issue to the Consultant: (a) the Options, which are exerciseable to
     purchase, incrementally commencing July 31, 1997, an aggregate of 150,000
     shares of Common Stock at an exercise price equal to the average closing
     bid price of the Common Stock for the twenty trading days immediately
     preceding each incremental exercise date, and (b) 350,000 shares of Common
     Stock (including the 150,000 shares of Common Stock issuable upon exercise
     of the Options) in exchange for the Consultant's providing certain
     marketing and consulting services to the Company. Pursuant to the terms of
     the Consulting Agreement, the initial term of the Consulting Agreement is
     twelve months, subject to termination by the Company upon delivery (30 days
     in advance) of written notice to the Consultant.

            The foregoing information relating to the provisions of the
     Consulting Agreement is intended to provide a summary thereof and does not
     purport to be a complete description of the Consulting Agreement. Such
     summary should be read in conjunction with the Consulting Agreement which
     has been filed as Exhibit 10 hereto and is incorporated herein by reference
     in its entirety.

     Item 2. Registrant Information and Employee Plan Annual Information.

            The Consultant has been provided with copies of the documents
     incorporated herein by reference in Part II: Item 3 hereof and has been
     advised by the Company in writing that such documents will continue to be
     available, without charge, to the Consultant upon the Consultant's written
     request to the Company at its offices at 45 W. 36/th/ Street, New York, New
     York, 10018 (Phone: 212-629-6800).

                                      I-1
PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS

     Item 3. Incorporation of Documents by Reference.

            The following documents, including any amendments thereto, filed by
     the Company with the Securities and Exchange Commission (the "Commission")
     are incorporated by reference in this Registration Statement and shall be
     deemed to be a part hereof from the date of filing such documents.

            (a)   The latest prospectus filed by the Company pursuant to 
                  Rule 424(b) under the Securities Act of 1933 (the "Securities
                  Act") which prospectus contains the audited financial
                  statements of the Company (File No. 333-12795).

            (b)   The Company's quarterly report on Form 10-QSB for the quarter
                  ended December 31, 1996 (File No. 000-21775);

            (c)   The Company's quarterly report on Form 10-QSB for the quarter
                  ended March 31, 1997 (File No. 000-21775);

            (d)   All reports filed by the Company pursuant to Sections 13(a),
                  13(c) and 15(d) of the Exchange Act of 1934 (the "Exchange
                  Act") subsequent to the date of this Registration Statement
                  and prior to the filing of a post-effective amendment which
                  indicates that all of the securities offered hereby have been
                  sold or which deregisters all securities then remaining
                  unsold.

     Item 4. Description of Securities.

            The Certificate of Incorporation of the Company authorizes the
     issuance of up to 50,000,000 shares of Common Stock, $.0001 par value per
     share. Each share of Common Stock entitles the holder thereof to one vote
     on each matter submitted to the stockholders of the Company. The holders of
     Common Stock are entitled to receive ratable dividends, if any, as may be
     declared by the Board of Directors out of funds legally available therefor.
     In the event of a liquidation, dissolution or winding up of Company, the
     holders of Common Stock are entitled to share ratable in all of the assets
     of the Company available for distribution. The Common Stock has no
     preemptive, subscription or conversion rights, or redemption or sinking
     fund provisions applicable thereto. All outstanding shares of Common Stock
     are fully paid and non-assessable. The Company has not paid any dividends
     on its Common Stock to date.

     Item 5. Interests of Named Experts and Counsel.

            Not Applicable.

                                     II-1
Item 6. Indemnification of Officers and Directors.

            The Certificate of Incorporation of the Company limits the personal
     liability of directors to the fullest extent permitted by Section 102(b)(7)
     of the Delaware General Corporation Law.  Section 145 of the Delaware
     General Corporation Law provides that a corporation's certificate of
     incorporation may limit the personal liability of its directors for
     monetary damages for breach of their fiduciary duties as directors except
     for liability: (i)  for any breach of the director's duty of loyalty to the
     corporation or its stockholders; (ii) for acts or omissions not in good
     faith or which involve intentional misconduct or a knowing violation of
     law; (iii) arising under Section 174 of the Delaware General Corporation
     Law; or (iv) for any transaction from which the director derived an
     improper personal benefit.

            The effect of the foregoing is to require the Company to indemnify
     the officers and directors of the Company for any claim arising against
     such persons in their official capacities if such person acted in good
     faith and in a manner that he reasonably believed to be in or not opposed
     to the best interests of the Company, and, with respect to any criminal
     action or proceeding, had no reasonable cause to believe his conduct was
     unlawful.

            INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE
     SECURITIES ACT MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS
     CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, THE COMPANY
     HAS BEEN INFORMED THAT IN THE OPINION OF THE SECURITIES AND EXCHANGE
     COMMISSION, SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN
     THE SECURITIES ACT AND IS THEREFORE UNENFORCEABLE.

     Item 7. Exemption from Registration Claimed.

            Not Applicable.

     Item 8. Exhibits.

            5      Opinion of Counsel regarding legality.

            10     Consulting Agreement by and between THINK New Ideas, Inc. and
                   Jason H. Pollak.

            23(a)  Consent of BDO Seidman, LLP

            23(b)  Consent of Counsel included in Exhibit 5.

                                     II-2
Item 9. Undertakings

            The Company hereby undertakes:

            A. Rule 415 Offering.
               ----------------- 

            (1)   To file, during any period in which it offers or sells
     securities, a post-effective amendment to this Registration Statement to
     include any additional or changed information with respect to the plan of
     distribution;

            (2)   That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

            (3)   To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at the
     termination of the offering.

            B. Subsequent Exchange Act Documents Incorporated by Reference:
               -----------------------------------------------------------

            The Company hereby undertakes that, for purposes of determining any
     liability under the Securities Act, each filing of the company's annual
     report pursuant to Section 13(a) or Section 15(d) of the Exchange Act, and
     each filing of the Plan's annual report pursuant to Section 15(d) of the
     Exchange Act that is incorporated by reference in the Registration
     Statement shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.

            C. Indemnification.
               ---------------

            (1)   Insofar as indemnification for liabilities arising under the
     Securities Act may be permitted to directors, officers, and controlling
     persons of the Company pursuant to the foregoing provisions, or otherwise,
     the Company has been advised that in the opinion of the Commission such
     indemnification is against public policy as expressed in the Act and is,
     therefore, unenforceable. In the event that a claim for indemnification
     against such liabilities (other than the payment by the Company of expenses
     incurred or paid by a director, officer, or controlling person of the
     Company in the successful defense of any action, suit, or proceeding) is
     asserted by such director, officer, or controlling person in connection
     with the securities being registered, the Company will, unless in the
     opinion of its counsel the matter has been settled by controlling
     precedent, submit to a court of appropriate jurisdiction the question
     whether such indemnification by it is against public policy as expressed in
     the Act and will be governed by the final adjudication of such issue.

                                     II-3
SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, the
     Company certifies that it has reasonable grounds to believe that it meets
     all of the requirements for filing on Form S-8 and has duly caused this
     Registration Statement to be signed on its behalf by the undersigned,
     thereunto duly authorized, in the City of Los Angeles, State of California,
     on July 17, 1997.

                                  THINK New Ideas, INC.

                                  By:  /s/ Scott A. Mednick
                                       -----------------------------------------
                                       Scott A. Mednick, Chief Executive Officer

                               POWER OF ATTORNEY

            We, the undersigned officers and directors of the Company, hereby
     severally constitute and appoint Scott A. Mednick our true and lawful
     attorney-in-fact and agent, with full power to him to sign any and all
     amendments (including post effective amendments) to this Registration
     Statement and to file the same, with all exhibits thereto and other
     documents in connection therewith, with the Securities and Exchange
     Commission, granting unto said attorney-in-fact and agent full power and
     authority to do and perform each and every act and thing requisite or
     necessary to be done in and about the premises, as fully to all interest
     and purposes as we might or could do in person, ratifying and conforming
     all that said attorney-in-fact and agent or any of them, or his substitute
     or substitutes, may unlawfully do or cause to be done by virtue hereof.

            Pursuant to the requirements of the Securities Act of 1933, this
     Registration Statement has been signed by the following persons in the
     capacities indicated as of July 17, 1997.

     /s/ Scott A. Mednick 
     ------------------------------        Chief Executive Officer, Chairman of 
     Scott A. Mednick                      the Board and Director

     /s/ Ronald Bloom 
     ------------------------------        President and Director
     Ronald Bloom 

     /s/ Adam Curry 
     ------------------------------        Chief Technology Officer and Director
     Adam Curry 

     /s/ Melvin Epstein 
     ------------------------------        Chief Financial Officer
     Melvin Epstein 

     /s/ Barry Wagner 
     ------------------------------        Director
     Barry Wagner 

     ------------------------------        Director
     Frank De Lape

     ------------------------------        Director
     Michael Ribero