Exhibit 10.3


                       LICENSE AGREEMENT      UM05018

      This license agreement (the "Agreement"), is effective upon the date
when executed by both parties, by and between Marvel Enterprises Inc., a
Delaware corporation with offices at 10 East 40th Street, New York, NY
10016 ("Enterprises") and Marvel Characters, Inc., a Delaware corporation
with an office at 10474 Santa Monica Boulevard, Suite 206, Los Angeles,
California 90025 ("Character", Enterprises and Character, collectively
"Marvel"), on the one hand and the party identified below ("Licensee") on
the other.

1.    BASIC INFORMATION AND TERMS
      ---------------------------

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(a) Licensee:                                                      Numbered
-------------                                                      Section
                                                                   --------

Bravo! Foods International Corp.    Attention:  Mr. Roy Warren
11300 US Highway #1 Ste. 202        Tel:   561-625-1411
North Palm Beach, Florida  33408    Fax:   561-310-9149
                                    Email: roy.warren@bravobrands.com

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(b) Characters:           Classic Marvel artwork for the co-mingled       2
                          character program known as Marvel Heroes and
                          taken only and exclusively from the dedicated
                          Marvel Heroes Style Guide, as in effect from
                          time to time during the Term of the Agreement,
                          featuring the character families of Spider Man,
                          X-Men, Hulk, Fantastic Four, Silver Surfer,
                          Captain America, Thor, Iron Man, Daredevil,
                          Namor, Dr. Strange and Nick Fury as well as
                          other character as may be added to this
                          program and featured in its style guide from
                          time to time. Marvel Heroes is specifically a
                          co-mingled character program meaning that all
                          Marvel Heroes licenses shall feature multiple
                          characters in either of the two following ways:
                          a) not less than three equally represented
                          characters on a single SKU (for example a bed
                          duvet, T-shirt or play-tent) or, subject to
                          Marvel approval in writing on a case-by-case
                          basis, b) not less than four characters, one
                          character per SKU, equally represented on a
                          repeat purchase collectible SKU line (for
                          example ballpoint pens, lollipops) whereby the
                          product line is conceived, branded, marketed,
                          packaged and merchandised as a collectible
                          multiple character product line at all times.

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<PAGE>


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(c)  Licensed Articles:   1) Extended shelf life and aseptic UHT       3(a)
                          flavored milk in the following sizes:
                          8 oz., 11.2 oz. and 16 oz.

                          2) Licensee may sell kits to Authorized
                          Sublicensees (defined below) which consist of
                          the ingredients necessary to manufacture
                          Licensed Article #1 ("Kits").

                          3) Frozen Flavored Milk - individually wrapped
                          on a stick "ice pop" product.

                          All Licensed Articles using Spider-Man shall
                          be (x) single-serving, (y) Non-Branded, and (z)
                          are in a shape or contain prominent artwork
                          addressed primarily to children under the age
                          of 10.  "Non-Branded" means a container in
                          which the name of the Licensee, manufacturer
                          and/or distributor is displayed, if at all,
                          only in a non-prominent manner.  For the
                          avoidance of doubt, Licensee's "Slammers"
                          trademark is not the name of the Licensee,
                          the manufacturer and/or the distributor.

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(d) Territory/Channels                                                 3(b)
    ------------------
of Distribution:
---------------
    (i) Territory:        Bahrain, Egypt, Jordan, Kuwait, Lebanon,
                          Oman, Qatar, Saudi Arabia and  United Arab
                          Emirates

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    (ii) Channels of      Mass Market
         -----------
         Distribution:
         ------------
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(e) Term:                                                              3(c)
    ----

        Commencement
        Date:             Upon the date of execution by both parties

        Expiration Date:  March 31, 2007

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(f) Exclusive/Non-        Non-Exclusive                                3(a)
    --------------
    Exclusive:
    ---------
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(g) Royalty Rate:                                                      5(a)
    ------------

    (i) Percentage:       [REDACTED]
        ----------

----------------------
    (ii) Per Article      I________________________
         -----------
         Royalty:         N/A
         -------
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<PAGE>


(h) Minimum Royalty                                                    5(b)
    ---------------
    Guarantee:            [REDACTED]
    ---------
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        Advance:          [REDACTED]
        -------
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        Balance:          [REDACTED]
        -------
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(i) Advertising/Promotion Commitment/Common Marketing Fund:           13(c)
    ------------------------------------------------------

    (A)  Advertising/Promotion:  N/A

    (B)  CMF:    N/A
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(j) Mandatory Artwork Fee:   Zero Dollars ($0)                        11(a)
    ---------------------
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(k) Insurance:  Combined Single Limit of $3,000,000 per occurrence.   10(e)
    ---------
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(l) Product Development/Submission Date:       June 1, 2005            8(b)
    -----------------------------------
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(m) Trade Introduction Date:                   June 15, 2005          15(d)
    -----------------------
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(n) Consumer Introduction Marketing Date:      July 1, 2005           15(e)
    ------------------------------------
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(o) Post-Expiration Disposal Period            60 Days                16(e)
    -------------------------------

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2.    RECITALS
      --------

      (a)   Marvel has rights in and to the names, nicknames, abbreviated
names, depictions, likenesses, poses, costumes, emblems, powers,
characteristic concepts, themes, settings, pictorial and written graphics
and other characteristic elements and contexts of the Characters identified
in Section 1(b) hereof (excluding those utilized in motion pictures,
television films and home-video versions of any thereof, unless otherwise
specifically included herein) and any copyrights, trademarks, service marks
and other intellectual, literary, artistic, design, moral, industrial or
commercial property rights and goodwill in connection with the Characters,
incidents, language, artwork, symbols, designs, depictions, likenesses,
formats, poses, concepts, themes and graphic, photographic and other visual
representations of, relating to and associated with the Characters
identified in Section 1(b) hereof (which names, characters, etc. and/or
each of the individual components thereof shall hereinafter be referred to
as the "Property"), said Property being known and recognized by the general
public and associated in the public mind with Marvel.

      (b)   Licensee desires to utilize the Property in the manner
hereinafter described.

3.    GRANT OF LICENSE
      ----------------


<PAGE>  3


      (a)   Licensed Articles.  Upon the terms and conditions and with the
limitations and exceptions hereinafter set forth, Marvel hereby grants to
Licensee and Licensee hereby accepts the non-exclusive license right to
utilize the Property but solely upon and in connection with the
manufacture, promotion, sale, and distribution of the articles, products
and/or services identified in Section 1(c) ("Licensed Articles") and in the
Channels of Distribution identified in Section 1(d) (ii) ("Channels of
Distribution").

      (b)   Territory/Channels of Distribution.  The license hereby granted
extends only to the Territory identified in Section 1(d) (i) and within the
Channels of Distribution identified in Section 1(d)(ii)  Licensee expressly
acknowledges and agrees that it is not licensed or authorized to use the
Property, directly or indirectly, in any other area or Channel of
Distribution, and that it is not licensed to and will not knowingly sell
the Licensed Articles to persons who intend or are likely to resell them in
any other area or Channel of Distribution, to the extent this provision is
permitted by the applicable law at the time of such use, license or sale.
Licensee shall stamp on all invoices, and shall require any affiliated
distributor to stamp on its invoices, a prominent legend that states that
the Articles are allowed to be sold only within the Territory.  In the
event that Licensee sells or exploits the Licensed Articles outside either
the Territory or Channels of Distribution in violation of this Section
3(b), notwithstanding Sections 1(g) and 5(a), the royalty due Marvel on
such sales shall be the Net Sales.

      (c)   Term.  The license hereby granted shall commence upon the date
of execution by both parties ("Commencement Date") and terminate
automatically on the Expiration Date (the "Term") set forth in Section 1(e)
or the expiration of any renewal as provided herein, unless sooner
terminated in accordance with the provisions hereof.  In the event Licensee
commences any activities in connection with the Property prior to the
Commencement Date, all provisions of this Agreement for the benefit and
protection of Marvel shall apply in full to such activities.

      (d)   Scope of License.  Notwithstanding anything contained herein to
the contrary, nothing in this Agreement shall be construed to prevent
Marvel from granting any other licenses for the use of the Property, in
connection with the Licensed Articles, for the Territory or Channels of
Distribution to which this license extends, during the Term of this license
or from utilizing directly or through one or more subsidiaries and
affiliates the Property in any manner whatsoever.  Licensee hereby
acknowledges that the aforesaid licenses or uses do not conflict with or
derogate from any rights being granted to Licensee hereunder.

      (e)   Sublicenses.   Marvel hereby grants Licensee, upon prior
written consent by Marvel, which may be withheld in Marvel's sole and
absolute discretion, the right to sublicense to authorized sublicensees
("Authorized Sublicensee(s)") the rights granted to Licensee in this
Agreement and to utilize the Property in connection therewith, solely for
the purpose of distribution and manufacturing Licensed Article #1 from the
ingredients provided in Kits.  For the avoidance of doubt, Licensee agrees
that sales of Kits in the United States, its territories and possessions
shall be secondary to the direct distribution and manufacturing by Licensee
in the United States, its territories and possessions.  By executing this
Agreement, Licensee represents and warrants that it shall familiarize each
such Authorized Sublicensee with the terms and conditions of this
Agreement.  In addition, Licensee acknowledges and agrees that Licensee's
use of any such Authorized Sublicensee shall in no way derogate from or
relieve Licensee of any of its obligations under this Agreement including,
but not limited to the obligation to make payments, and any and all
representations, warranties, covenants and terms of this Agreement.
Licensee further acknowledges and agrees that it shall be responsible and
primarily liable for all activities and obligations of all such Authorized
Sublicensees with respect to the Licensed Articles.   Should one of the
Authorized Sublicensees fail to perform any obligation or incur any
liabilities hereunder, not only is the entire Agreement subject to
termination, but also, each party is and shall be fully responsible to
Marvel for all performance and liabilities hereunder.


<PAGE>  4


4.    RESERVATION OF RIGHTS
      ---------------------

      (a)   Marvel hereby reserves all rights not herein specifically
granted to Licensee, including but not limited to all rights with respect
to the Licensed Articles for any and all Channels of Distribution and/or
delivery, including but not limited to premiums or giveaways, direct mail,
electronic sales (whether made through the Internet, a commercial online
service or otherwise), and vending machines and for sale at commercial
venues presenting a live stage show based upon the Property such as an
arena show or a touring mall show.  As between the parties, such reserved
rights are the sole and exclusive property of, and may be used or exercised
solely by, Marvel.  Any use or license by Marvel of such reserved rights,
in any manner whatsoever, shall not be deemed unfair competition with,
interference with, breach of or infringement of any of Licensee's rights
hereunder.  It is also understood that Marvel is not required to itself
continue the production of the Property or any part thereof.  The scope of
Licensee's rights will not be considered as expanded in any respect, by
implication, operation of law or any other means except by a writing in
accordance with Section 19(h).  All reproduc-tion and use of the Property
will accrue solely to the benefit of Marvel.  All rights and interests in
any deriva-tions, adaptations, compilations, translations, titles and other
versions of the Property are the exclusive property of Marvel, regardless
of who created, produced or paid for such materials.

      (b)   Television, etc.  Except only for the visual reproduction or
presentation of the actual Licensed Articles licensed hereunder or of the
actual packaging therefor or as may be expressly provided in this
Agreement, Licensee shall not use the Property or the Licensed Articles
identified with the Property in connection with any manner of television,
radio, motion picture, filmstrip, webcast, internet broadcast, sound and/or
visual recording or transmission device or media, or anything similar to
the foregoing now known or hereafter developed without Marvel's prior
written approval.  The name and/or likeness of any performer portraying any
character included within the Property on radio, television, or in any
other media or form shall not be deemed to be included in the Property, and
the use thereof is not licensed.

5.    ROYALTIES, PAYMENTS, REPORTS AND RECORDS
      ----------------------------------------

      (a)   Royalties.  Licensee agrees to pay Marvel royalties at the
Royalty Rate identified in Section 1(g), determined as follows:

            (i)   Royalties shall be calculated by (i) applying the Royalty
Rate identified in Section 1(g)(i) to Licensee's Net Sales (defined below);
or, if applicable (ii) multiplying the Minimum Per Article Royalty
identified in Section 1(g)(ii) by the number of units sold by Licensee, its
agents, affiliates, associates, subsidiaries or other related persons or
companies ("Related Entities") from the sale or other exploitation of the
Licensed Articles or from any use of the Property permitted hereunder,
whichever yields the greater royalty payment.

            (ii)  Net Sales shall mean (x) with respect to sales directly
to consumers, the number of units of Licensed Articles sold directly to
consumers multiplied by the highest actual retail sales price; (y) with
respect to all other sales not sold as Kits, the number of all other units
sold multiplied by the gross invoice price of each Licensed Article and (z)
with respect to all other sales for Kits, sold by Licensee to Authorized
Sublicensees, the gross invoice price billed to Authorized Sublicensees of
the Licensed Articles.  The price upon which the Royalty Rate is applied is
referred to herein as the "Established Price".  The applicable Royalty Rate
shall be applied to all sales by Licensee, or its Related Entities from the
sale or other exploitation of the Licensed Articles or from any use of the
Property permitted


<PAGE>  5


hereunder. No set-offs or deductions of any kind may be taken in the
determination of Net Sales or the royalties due Marvel hereunder except
only that:

                  (A)   in the determination of Net Sales to all customers,
other than Net Sales directly to consumers, Licensee may deduct actual and
documented freight charges paid by Licensee, standard trade discounts
actually given and actual returns for damaged goods; provided that the
total deduction for actual and documented freight charges paid by Licensee,
trade discounts and actual returns for damaged goods may not exceed seven
percent (7%) of Licensee's total gross sales  of the Licensed Articles to
all customers, other than sales to consumers and sales by Licensee to
Authorized Sublicensees

                  (B)   in the determination of Net Sales directly to
consumers and sales by Licensee to Authorized Sublicensees (not exceed two
percent (2%), Licensee may deduct sales taxes, separately itemized shipping
actually paid by consumers and returns.

            (iii) In the event that any sale or other exploitation of the
Licensed Articles hereunder is made at a price lower than 25% less than the
average gross invoice price, the Established Price on any such sale or
exploitation shall be calculated as the average gross invoice price
regardless of whether or not Marvel has consented to such reduced price
pursuant to Section 13 hereof.  Royalties as specified herein shall become
due on the last day of each Quarterly Calendar Period, for all Net Sales
accruing in that Calendar Period and shall be paid not later than thirty
(30) days following the end of the Calendar Period, accompanied by the
Royalty Report required herein.  Net Sales shall be deemed accrued for all
purposes hereunder no later than ten (10) days after the invoice to which
they relate is issued or the goods to which they relate are shipped,
whichever is first to occur.

      (b)   Advance and Minimum Royalty Guarantee.  Licensee agrees to pay
Marvel the Minimum Royalty Guarantee specified in Section 1(h) as a minimum
guarantee against royalties to be paid Marvel during the Term of this
Agreement.  As the first installment of the Minimum Royalty Guarantee, upon
the signing hereof, Licensee shall pay Marvel the Advance specified in
Section 1(h).  Any unpaid balance of said Minimum Royalty Guarantee shall
be paid to Marvel as provided in Section 1(h).  No part of the Advance or
Minimum Royalty Guarantee shall in any event be repayable or refundable to
Licensee.

      (c)   Currency, Wire Payment and Taxes.  All payments to Marvel shall
be made in United States Dollars, shall be computed at the exchange rate
existing at noon on the last business day preceding the day payment is due
to be made hereunder.  All payments to Marvel shall be made via wire
transfer to HSBC Bank USA, Beverly Hills, California 90210; Branch: HSBC
Bank USA, 445 N. Bedford Drive, Beverly Hills, California 90210; ABA:
122240861 Account Name: Marvel Characters, Inc.; Reference: UM05018 Account
#: 167-710923.  If wire is to be made via SWIFT, our  SWIFT CODE: HSBCUS6L.
 Additionally, License shall add Twenty-One US Dollars ($21) to each wire
payment so as to cover wire transaction costs.  If payment is late, Marvel
has the option to require that payment be made at the exchange rate
existing on the day preceding payment.  All taxes, levies, charges or
duties imposed on license rights, artwork or similar material, or payments
therefor, shall be paid by Licensee and no deductions for such taxes,
levies, charges or duties shall be made from amounts owed Marvel hereunder,
it being the intent hereof that all royalties payable to Marvel be free and
clear of any taxes, levies, charges or duties of any kind whatsoever.

      (d)   Royalty Reports.  For each Calendar Period specified in Section
5(a)(iii), commencing with the end of the Calendar Period following the
Commencement Date of this license and continuing until a final
certification of wind-up is delivered, Licensee shall furnish Marvel with a
detailed Royalty Report certified to be accurate by an authorized officer
of Licensee, showing all information called for by the


<PAGE>  6


statement form annexed hereto as Exhibit A (or updated versions provided by
Marvel from time-to-time) for each Licensed Article.  In addition, each
Royalty Report shall include an addendum supplied by Licensee (unless
Marvel sends Licensee a form for this purpose, at which time Licensee shall
use Marvel's form) (i) forecasting and projecting anticipated royalties for
the next four (4) Quarterly Calendar Periods and (ii) on an annual basis
(from the first Royalty Report with any sales), Licensee shall provide
forecasts and projections for the upcoming year (or remainder of Term, if
applicable).  Each such Royalty Report shall be furnished to Marvel on an
electronic form provided by Marvel and submitted via email to Marvel at
royaltyreports@marvel.com (or any other email address provided by Marvel)
within ten (10) days after the end of the Calendar Period for which such
Royalty Report is made, and shall be accompanied by payment to Marvel of
any and all monies due Marvel and by Licensee's most current standard price
(setting forth Licensee's wholesale and suggested retail prices) for the
Licensed Articles.  Such Royalty Report shall be furnished to Marvel
whether or not there are any Net Sales during the preceding Calendar
Period, and whether or not any monies are then due Marvel.  The failure or
refusal of Licensee to timely furnish any such Royalty Report or payment
shall be deemed a substantial and material breach of this Agreement and
shall entitle Marvel to terminate this license as set forth in Section
15(a) hereof.  The receipt or acceptance by Marvel of any of the Royalty
Reports furnished pursuant to this Agreement or of any payments made
hereunder (or the receipt of any wires paid hereunder) shall not preclude
Marvel from questioning its accuracy at any time, and in the event that any
inconsistencies or mistakes are discovered in such Royalty Reports or
payments, they shall immediately be rectified and the appropriate payment
made by Licensee, together with interest on any overdue payments at the
rate specified in Section 17(c) hereof.

      (e)   Records.  Licensee shall maintain at its expense, detailed,
accurate, full and complete records and books of account covering all
transactions by it relating to this Agreement at Licensee's address
identified in Section 1(a), and Marvel and its duly authorized
representatives shall have the right, at least twice during each calendar
year during normal business hours, and no later than fifteen (15) days from
written notice, to examine and/or audit such records and books of account
and all other documents and materials in the possession or under the
control of Licensee relating or pertaining to the subject matter or
provisions of this Agreement and to make copies and/or extracts therefrom.
In the event that Marvel's duly authorized representatives shall discover a
deficiency for any accounting period of three percent (3%) or more by any
such examination and/or audit, Licensee shall pay to Marvel the cost of
such examination and/or audit or a $1500 per diem as an Examination Audit
Fee whichever is higher.  Upon Marvel's demand, Licensee shall at its own
expense furnish Marvel with a detailed report by an independent certified
public accountant on the accuracy and preparation of the aforesaid Royalty
Reports.  Licensee shall keep all such books of account and records
available to Marvel for at least five (5) years after the termination or
expiration of this Agreement.  If Licensee fails to keep and disclose such
records, Marvel shall have the right to estimate, and demand payment for,
such additional royalty as may be indicated owing by such trade information
as may be available.  If Marvel's duly authorized representatives shall
discover a deficiency for any accounting period of seven percent (7%) or
more of the royalties paid to Marvel for such audit period, then in
addition to the above, Marvel may, at its sole option, immediately
terminate the Agreement upon notice to Licensee, even if Licensee tenders
the deficiency and associated costs and expenses to Marvel.

6.    MARVEL'S TITLE AND GOODWILL
      ---------------------------

      (a)   General. Licensee acknowledges (i) that Marvel is the owner of
all right, title and interest in and to the Property, (ii) the great value
of the goodwill associated with the Property, and that the Property has
acquired secondary meaning in the mind of the public and (iii) that the
trademarks and copyrights included in the Property, and the registrations
therefor, are valid and subsisting.  Licensee further agrees that it shall
not during the Term of this license or at any time thereafter dispute or
contest


<PAGE>  7


directly or indirectly, or do or cause to be done any act which in any way
contests, impairs or tends to impair Marvel's exclusive rights and title to
the Property, as well as any properties owned by Marvel which are not
licensed hereunder, or the validity thereof or the validity of this
Agreement, and shall not assist others in so doing.

      (b)   Representations of Ownership, etc.  Licensee shall not in any
manner represent that it has any ownership in the Property, or in any
properties owned by Marvel which are not licensed hereunder, or in any
trademarks or copyrights included in the Property (or registrations
therefor), but may, only during the Term of this license, and only if
Licensee has complied with all laws and registration requirements within
the Territory for so doing, represent that it is a "licensee" or "official
licensee" hereunder.  Licensee shall not register or attempt to register
any copyright or trademark in the Property, or in any properties owned by
Marvel which are not licensed hereunder, in its own name or that of any
third party, nor shall it assist any third party in doing so.

      (c)   Use for Benefit of Marvel.  Licensee agrees that any and all
uses and sales by Licensee of the Property under this Agreement shall inure
to the benefit of Marvel and that neither such uses or sales nor anything
contained in this Agreement shall give or assign Licensee or any other
person or entity any right, title or interest in the Property, or in any
properties owned by Marvel which are not licensed hereunder, except the
right to use the Property specifically in accordance with the provisions of
this Agreement.

7.    PROTECTION OF RIGHTS-INCLUDING COPYRIGHTS AND TRADEMARKS
      --------------------------------------------------------

      (a)   General.  Licensee shall cooperate fully and in good faith with
Marvel for the purpose of Marvel's securing and preserving Marvel's (or any
grantor of Marvel's) rights in and to the Property.  Upon creation of
Licensed Articles embodying the Property, Licensee shall be deemed to have
automatically assigned to Marvel all copyrights in the Property (and all
adaptations, compilations, modifications, translations and versions
thereof) embodied in the Licensed Articles. In addition, Licensee shall
execute any instruments requested by Marvel to accomplish or confirm the
foregoing and hereby irrevocably appoints Marvel as its attorney-in-fact to
execute such instruments if Licensee does not do so.  Any such assignment
shall be without consideration other than the mutual covenants and
considerations of this Agreement.  In order to further secure to Marvel the
rights granted under Section 16(f) hereof, Licensee agrees not to grant to
any third party a security interest in, or otherwise encumber, either (i)
the Licensed Articles (as inventory or otherwise) or (ii) the accounts
arising out of the sale of the Licensed Articles.

      (b)   Trademarks.  Licensee acknowledges and agrees that the names,
characters, symbols, designs, likenesses, and visual representations, among
other things, comprising the Property are owned by Marvel, and that
Licensee shall cause to appear on everything which uses, bears or displays
the Property or any part thereof, including all Licensed Articles, tags,
labels and the advertising, promotional, packaging and display material
therefor, a notice proclaiming and identifying the relevant portions of the
Property appearing therein as properties of Marvel, as, for example, by
labeling each name and character likeness with this Trademark and Copyright
notice: Name(s) of character(s)] and the distinctive likeness(es) thereof
are Trademarks of Marvel Characters, Inc. and are used with permission.
Copyright (c) [year of first publication of Marvel material by Licensee, in
Arabic numerals] Marvel Characters, Inc.  All Rights Reserved.
www.marvel.com, or otherwise as Marvel may deem appropriate.

      (c)   Notice of Supervision.  Every Licensed Article and all
advertising, promotional, packaging and display material therefor shall
also bear this notice of supervision: This [Description of Licensed


<PAGE>  8


Article] is produced under license from Marvel Characters, Inc. (or an
equivalent if given prior written approval by Marvel) in order to notify
the public that Marvel's standards are maintained.

      (d)   Reference to Source.  It is agreed that all trademarks and
other references used by Licensee in connection with the Licensed Articles
which might suggest that they are indicias of source, shall, with all of
the goodwill relating thereto, inure to the benefit of and be the sole
property of Marvel, except only that Licensee may use a house mark upon the
Licensed Articles without being deemed to have assigned it to Marvel,
provided it fairly appears only as Licensee's house mark.

      (e)   Confusing Use.  Licensee shall not use, and shall use its best
efforts to keep others with whom Licensee does business from using, the
Property in any manner likely to cause confusion or doubt in the mind of
the public as to the ownership and control thereof or in any manner that
does not make clear that the Property is owned and controlled exclusively
by Marvel.  In addition, Licensee shall not use or co-mingle with the
Property, and shall use its best efforts to keep others from using or co-
mingling with the Property, any other trademarks, characters or properties,
whether owned by Licensee (except Licensee's "Slammers" trademark or its
equivalent) or another, so as to suggest that such other trademarks, etc.
may have been created or may be owned, controlled, licensed or approved by
Marvel or that they are in any way related to the Property or Marvel.

      (f)   Registration.  Licensee agrees to fully cooperate with and
assist Marvel, at Marvel's expense, in the prosecution of any copyright,
trademark or service mark applications concerning the Property that Marvel
may desire to file, and for that purpose, Licensee shall, upon request,
supply to Marvel enough samples of the Licensed Articles or other material
as may be required in connection with any such application.  Furthermore,
Licensee shall execute any instrument Marvel shall reasonably deem
necessary or desirable to record or cancel Licensee as a registered user of
the trademarks of Marvel included in the Property, it being understood and
agreed that Licensee's right to use the Property and the trademarks
included therein in any country for which the filing of a registered user
application is required, or is requested by Marvel, shall commence only
upon the filing of such registered user application, but shall continue
only so long as this license remains in effect.

      (g)   Customer Complaints.  Licensee shall, in connection with its
duty to use the Property so as to promote the continuing goodwill thereof,
give immediate attention and take necessary action to satisfy all
legitimate customer complaints brought against Licensee in connection with
the Licensed Articles or other materials using the Property.  Licensee
shall give Marvel immediate notice of all complaints that might affect the
good standing of the Property or the reputation of Marvel and also of all
complaints that might result in legal action between Marvel and any third
party, and cooperate with Marvel upon request to achieve as good a
reputation and press for the Property as possible.

      (h)   Copyright Notice.  It is a condition of this license that prior
to public distribution, Licensee shall cause to appear the copyright notice
specified in Section 7(b) on all Licensed Articles, tags, labels and the
advertising, promotional, packaging and display materials therefor, or
otherwise as Marvel may instruct in writing or approve upon request.

      (i)   Secure Copyrights, etc.  Marvel may secure, in its name (or the
name of another, including Licensee, if desired by Marvel), to the fullest
extent possible, the copyrights in the Property and the registrations,
renewals and extensions thereof, embodied in the Licensed Articles,
including all adaptations, translations, modifications and versions of the
Property.  It is also a condition of this license that all Licensed
Articles and other materials produced under this Agreement shall be
produced as works made for hire for Marvel.


<PAGE>  9


      (j)   Claims by Licensee. Licensee shall not commence any court or
administrative action against Marvel or against any other licensee of
Marvel under the Property without giving Marvel thirty (30) days prior
written notice and an opportunity by Marvel and/or such licensee to cure or
correct the matter giving rise to the proposed action during said thirty
(30) day period.

8.    QUALITY OF MERCHANDISE AND SERVICES;
      ------------------------------------
      LICENSEE NAME ON LICENSED ARTICLES
      ----------------------------------

      (a)   Quality of Merchandise.  Licensee agrees that

            (i)   the Licensed Articles shall be of a high standard and of
such style, appearance and quality as shall, in the judgment of Marvel, be
adequate and suited to their exploitation to the best advantage and to the
protection and enhancement of the Property and the goodwill pertaining
thereto;

            (ii)  the Licensed Articles shall be produced, maintained,
manufactured, packaged, sold, distributed, advertised and serviced in
accordance with all applicable laws;

            (iii) the policy of sale, distribution, and/or exploitation by
Licensee shall be of equivalent high standard and style; and that the same
shall in no manner reflect adversely upon the Property or Marvel; and

            (iv)  all rights granted in this Agreement shall be exploited
and exercised so as not to interfere with, detract from, or alter the
concepts used by Marvel or known to the public and that Licensee shall use
its best efforts to preserve the concepts therein.

      (b)   Approval of Merchandise.  Licensee specifically covenants and
agrees to keep Marvel informed of its plans for use of the Property,
Licensee shall pay reasonable expenses (two days maximum) for two (2)
Marvel employees (i.e. coach airfare, 4 star hotel, ground transportation,
$200 per diem) to visit production, development or headquarter facilities
annually, and to consult Marvel as the Licensed Articles are being
prepared, so that there will be full opportunity for Marvel to deter
Licensee from any use that would alter the successful concepts associated
with the Property, including any new concepts Marvel fully develops for the
Property.  Licensee will consult with Marvel at every stage in designing
the Licensed Articles regarding the utilization of the Characters and the
Property and shall work with Marvel to obtain Marvel's creative input
concerning the Characters and the Property and the overall look and
direction of the Licensed Articles.  In connection therewith, Licensee
shall be faithful in the portrayal of the Characters to the basic
conceptualization of the Characters and the Property as well as Marvel's
most current style guide for such Characters.  To this end, before the
first display of any kind of the Licensed Articles or such other materials,
but in no event later than the Product Development/Submission Date provided
in Section 1(l), Licensee shall submit to Marvel's New York Office, to the
attention of Senior Contracts Administrator, for written approval without
charge, and in a form acceptable to Marvel, all rough designs, concepts
and/or prototypes of each item, class, part or category of the Licensed
Articles and/or with respect to any Character licensed hereunder.  After
such rough material has been approved by Marvel, and before any public
display, Licensee shall further submit to Marvel's New York Office, to the
attention of Senior Contracts Administrator, for written approval without
charge, and in a form acceptable to Marvel, a pre-production sketch or
model of each item, class, part or category of the Licensed Articles and/or
with respect to any Character licensed hereunder.  Any item submitted to
Marvel shall be deemed disapproved unless the same shall be approved in
writing within twenty (20) days of receipt of the item. Licensee shall have
ten (10) business days from receipt of Marvel's disapproval (or approval
subject to modifications) of any submission, to make such modifications as
Marvel may request and to re-submit the so revised material to Marvel for
its written approval. If Licensee fails to submit the modified materials
for approval within said ten (10)


<PAGE>  10


business day period on three occasions, notwithstanding anything to the
contrary contained in this Agreement, Marvel shall have the right to
terminate this Agreement upon written notice with no cure period being
required. Licensee's failure to comply with any of the provisions of this
section shall be deemed a substantial and material breach of this Agreement
and shall entitle Marvel to terminate this license as set forth in Section
15(a) hereof.

      (c)   Revocation of Approval.  In the event that the quality,
appearance or style of any Licensed Article or Character previously
approved by Marvel ceases to be acceptable to Marvel, Marvel shall have the
right, in its sole discretion, to withdraw its approval of such Licensed
Article and to require that Licensee redesign such Licensed Article in a
manner consistent with Marvel's new policies.  In the event of such
withdrawal, Licensee shall as soon as practicable cease the production of
the previously approved Licensed Article and shall have a four (4) month
sell-off period for such Licensed Article.

      (d)   The Marvel logo, URL address for Marvel's website currently
located at WWW.MARVEL.COM (or such other logo as Marvel designates), Marvel
Comic subscription offer artwork, and a customer service toll free number
shall be placed prominently on (a) outside packaging and (b) product (on
product only if space permits, excluding toll free number) and Licensee's
name, trade name (or a trademark of Licensee which Licensee has advised
Marvel in writing that it is using) shall prominently appear on permanently
affixed labeling on each Licensed Article and, if the Licensed Article is
sold to the public in packaging or a container, printed on such packaging
or a container so that the public can identify the supplier of the Licensed
Articles.  On soft goods, "permanently affixed" shall mean sewn on.  On
hard goods, "permanently affixed" shall mean molded into or printed on the
product.  On packaging, "permanently affixed" shall mean printed on the
package.  Licensee shall advise Marvel in writing of all trade names or
trademarks it is using on Licensed Articles being sold under this license
if such names or marks differ from your corporate name as indicated herein.
Licensee shall also provide Marvel with all database information collected
from users and consumers in connection with Licensed Articles and Licensee
is required to create such database in accordance with all applicable laws
so that Marvel may utilize the information at its option, including but not
limited to providing consumers with an opt-in for (a) Marvel to send offers
directly to such consumers and (b) allow Marvel to share this information
with third parties.   Licensee agrees that it shall maintain a toll-free
number through which consumers can contact Licensee during normal working
hours concerning the Licensed Articles.

9.    INSPECTION AND APPROVAL
      -----------------------

      (a)   Samples for Approval.  The nature, quality, style and labeling
of the Licensed Articles and the packaging, labels, advertising and
promotional material therefor as well as any press releases or public
statements involving the Licensed Articles or this License Agreement, shall
have the prior written approval of Marvel.  To this end, before the first
sale, distribution, display or release of any kind or in any media of the
Licensed Articles or such other materials, Licensee shall submit to
Marvel's New York Office, Submission for approval to Marvel's New York
Office or such other office(s) as Marvel may designate, the attention of
BRAND ASSURANCE, for Marvel's written approval without charge, the number
of samples specified herein for each Licensed Article manufactured
hereunder upon completion of the first production, and each different piece
of advertising, promotional, packaging and label material therefor as well
as any proposed press releases or public statements involving this License
Agreement (the "Associated Material").  Licensee shall submit to Marvel's
New York Office, to the attention of: Legal Department, free of cost, for
Marvel's written approval, Thirty (30) samples of the Licensed Articles
upon completion of first production (10 samples shall be sent to Marvel's
London Office - Marvel Enterprises International Ltd, Address:  7 Portland
Place, London, W1B 1PP) and each different piece of Associated Material
therefor prior to sale or publication. Thirty (30) samples of finished
Licensed Article and each different


<PAGE>  11


piece of Associated Material annually thereafter, so long as it is being
distributed by Licensee.  During the Term, Licensee shall at its cost and
upon Marvel's request, immediately provide Marvel with hi-resolution
digital photos (via email, cd, ftp or any other reasonable method of
Marvel's choosing) of each and every final Licensed Article SKU.   Upon
submission of each finished Licensed Article, Licensee shall submit each
corresponding article's SKU number.  Any item submitted to Marvel shall be
deemed disapproved unless the same shall be approved in writing within
twenty (20) days of receipt of the samples. Licensee shall have ten (10)
business days from receipt of Marvel's disapproval (or approval subject to
modifications) of any submissions to make such modifications as Marvel may
request) and to re-submit the so revised material to Marvel for its written
approval.  If Licensee fails to submit the modified materials for approval
within said ten (10) business day period on three occasions, Marvel shall
have the right, notwithstanding anything to the contrary contained in this
Agreement, to terminate this Agreement upon written notice with no cure
period being required. After Licensed Articles or Associated Materials have
been approved pursuant to this Agreement, Licensee shall not depart
therefrom in any respect without Marvel's prior written consent.  No
approval of any submitted product or item by Marvel shall be construed to
expand or enlarge the scope of the license granted hereunder.  Licensee
shall use reasonable efforts to make such changes as are reasonably
requested by Marvel after an inadvertent approval or a change of
conditions.  Any product approval hereunder is only effective until the
earlier of (i) 3 years or (ii) the expiration of the original Term of this
Agreement (e.g. in the event of a three year old product or a
renewal/extension of the Term such product approvals shall be resubmitted
for refresh).  In the event that this license involves the manufacture
and/or sale of a food or drink product or a product intended for human use
in the manner of a soap, shampoo, or a similar product, then it is an
essential condition of this license, and Licensee covenants and agrees,
that there shall not be the slightest departure from the quality or the
formula approved by Marvel without the written consent of Marvel obtained
in advance.

      (b)   Inspection.  Marvel or its authorized agents or representatives
shall have access to Licensee's premises at all reasonable times, upon
reasonable notice, with the right to a full inspection of the production of
the Licensed Articles in order to satisfy itself that its standards are
maintained, and with the right to be supplied, on request, with a
reasonable number of free samples of all Licensed Articles in preparation
and the raw materials and ingredients used therein.

      (c)   Approval Limitation.    Any and all approvals required by
Marvel hereunder shall be valid only if in writing and signed by any
employees of the Brand Assurance Department or other employees of Marvel
designated in writing by the Brand Assurance Department.  Licensee
understands that no oral approval or written approval by any other employee
may be relied upon or shall bind Marvel.  Any reliance on any oral or
written modification by any other employee shall be at Licensee's own
detriment and risk.

10.   INFRINGEMENT, INDEMNIFICATION AND INSURANCE
      -------------------------------------------

      (a)   Infringement of Property.  Licensee shall promptly notify
Marvel, in writing, of any imitations or infringements of the Property or
the rights licensed hereunder which may come to Licensee's attention.
Marvel shall have the sole right to determine whether or not any demand,
suit or other action shall be taken on account of or with reference to any
such infringements or imitations, and Licensee shall not institute any suit
or take any action on account of any such infringements or imitations
without first obtaining the written consent of Marvel to do so.  Marvel, if
it so desires, may commence or prosecute any suits or make any such demands
in its own name or in the name of Licensee or join Licensee as a party
thereto.  Licensee shall cooperate with Marvel and in any manner that
Marvel may request in connection with any such demands, suits, claims or
other actions. If Marvel elects not to sue, Licensee may request permission
to bring suit and, with written permission, may bring suit at its own


<PAGE>  12


expense, provided Licensee indemnifies Marvel against any loss or damage,
including any loss or damage to reputation or goodwill, and provided that
trial counsel is approved by Marvel, keeps Marvel fully informed, and
further provided that Marvel shall have the right to assume control of the
litigation at any time, but is thereupon responsible for its own further
litigation expense.  Nothing herein shall be construed as imposing any
obligation upon Marvel to take action against any alleged infringer, nor to
relieve Licensee from full compliance with any of the terms of this
Agreement in the event that Marvel does not take such action.

      (b)   Infringement of Other Rights.  In its use of the Property, or
any element or portion thereof, Licensee shall exercise reasonable care,
and shall cooperate fully with Marvel, to avoid infringing any rights found
to be owned by others in the Territory.  Upon learning of the existence or
possible existence of rights held by others which may be infringed by the
use of any element or portion of the Property under this Agreement,
Licensee shall promptly notify Marvel in writing.

      (c)   Indemnification of Licensee.  Marvel shall defend, indemnify
and hold Licensee harmless of, from and against any charges, suits,
damages, costs, expenses (including attorneys' fees), judgments, penalties,
claims, liabilities or losses of any kind or nature whatsoever, which may
be sustained or suffered by or secured against Licensee based upon or
arising out of any actual or alleged trademark or copyright infringement
arising solely out of the use by Licensee of the Property as authorized in
this Agreement, provided that: prompt notice is given to Marvel of any such
claims or suits and provided further that:  Marvel shall have the option to
undertake and conduct the defense and/or settlement of any such claims or
suits and that Licensee cooperates with Marvel in the defense of any such
claims or suits and Licensee acts to mitigate any damages, and that no
settlement of any such claims or suits is made without the prior written
consent of Marvel.  In no event shall Marvel be liable for any
consequential damages or loss of profits, which Licensee may suffer arising
out of same, including those of any third party who may claim against
Licensee.  Marvel does not warrant any present or future commercial value
of the Property.

      (d)   Indemnification of Marvel.  Licensee shall defend, indemnify
and hold Marvel, its parents, subsidiaries, associated and affiliated
companies, harmless of, from and against any charges, suits, damages,
costs, expenses (including attorneys' fees), judgments, penalties, claims,
liabilities or losses of any kind or nature whatsoever, which may be
sustained or suffered by or secured against Marvel in connection with the
Licensed Articles, or based upon or arising out of any actual or alleged
unauthorized use of any patent, trade secret, process, idea, method or
device, or any copyright or trademark, other than under this license, or
the packaging, distribution, promotion, sale or exploitation of the
Licensed Articles, any actual or alleged defect in the Licensed Articles or
their packaging, whether latent or patent, including failure of said
Licensed Articles or their packaging, distribution, promotion, sale or
exploitation to meet any Federal, State or local, or other applicable laws
or standards; or any other actual or alleged unauthorized action of
Licensee, including a breach of any term of this Agreement.

      (e)   Insurance.  Licensee shall obtain at its own expense and
maintain during the Term of this Agreement and for three (3) years
thereafter, general liability insurance including advertising, blanket
contractual, product liability and completed operations liability
coverages.  In the event the Licensed Articles are books or other published
materials or of an electronic nature such as software, computer programs,
etc., Licensee also shall obtain at its own expense and maintain during the
Term of this Agreement and for three (3) years thereafter (five (5) years
if the policy form is claims made) multi-media liability insurance which
provides coverage for claims arising out of the published material and
shall include but not be limited to the allegations of defamation,
copyright infringement, invasion of right of privacy, or other personal
injury and breach of implied contract.  All insurance must be provided by a
recognized insurance company having a Best's Rating of no less than "A"
providing adequate protection


<PAGE>  13


at least in the amounts specified in Section 1(k) for personal bodily
injury and property damage for Marvel and also for Licensee.  Said
insurance shall be primary and non-contributory with respect to any
insurance carried by Marvel. Upon return to Marvel of Licensee's signed
originals of this Agreement, Licensee shall furnish to Marvel's New York
Office, to the attention of Senior Contracts Administrator, a certificate
evidencing that such insurance is in force, naming Marvel its subsidiaries,
associated and affiliated companies as additional insured parties and
providing that such coverage will not be canceled without at least thirty
(30) days notice to Marvel. Failure to provide the insurance certificate
shall result in termination as per Section 15(f). Said insurance coverage
shall be effective as of the date first written above.  Any proposed change
in the insurance policy(ies) affecting Marvel's coverage shall be submitted
for review as to the policy compliance with the terms and conditions of
this Agreement, to Marvel's New York Office, to the attention of Senior
Contracts Administrator. The policy(ies) of insurance must be non-
cancelable except after thirty (30) days prior written notice to Marvel's
New York Office, sent to the attention of Senior Contracts Administrator.
As used in Section 10(b) and (d), "Marvel" shall also include the agents,
employees, assignees and any sponsor of Marvel, any advertising agency, and
their respective officers, directors, agents and employees.  This provision
shall survive the termination or expiration of this Agreement.
Notwithstanding anything herein to the contrary, in the event that Licensee
is not able to obtain, or fails to maintain any of the insurance coverages
in the amounts contemplated by this Section 10(e), Licensee shall defend,
indemnify, and hold Marvel, its parents, subsidiaries and affiliates
harmless of, from and against any charges, suits, damages, costs, expenses
(including attorneys' fees), judgments, penalties, claims, liabilities or
losses of any kind or nature whatsoever which may be sustained or suffered
by or secured against Marvel or any affiliate thereof based on or arising
out of the failure of Licensee to obtain or maintain any of the insurance
coverages in the amounts contemplated by this Section 10.

11.   ARTWORK
      -------

      (a)   Licensee shall receive artwork from the Marvel's online style
guides (the "Style Guide(s)") depicting the Property for use in the
Licensed Articles for the mandatory fees specified in Section 1(j).  The
cost of providing copies of additional artwork, and the cost of both
producing and providing copies of additional artwork, other than Style
Guide artwork, which is specifically requested by and specifically prepared
for Licensee or the reproduction thereof shall be paid by Licensee upon
invoicing therefor. Licensee understands that in the event any fees or
royalties are due creators or artists as a result of certain artwork or
story-lines, Licensee shall be responsible for the payment of such fees
and/or royalties upon invoicing therefor.  Payment of artwork and any fees
associated therewith shall not be credited against any guarantee or other
amount due Marvel.  All invoices for artwork shall be paid by Licensee
within ten (10) days of receipt. The failure or refusal of Licensee to
timely furnish any such payment shall be deemed a substantial and material
breach of this Agreement and shall entitle Marvel to terminate this license
as set forth in Section 15(a) hereof.  During the Term, Licensee shall at
its cost and upon Marvel's request, immediately provide Marvel a CD with
any Property based hi-resolution artwork created by Licensee.

      (b)   All artwork involving the Property, or any reproduction
thereof, and all copyrights therein shall, notwithstanding its use by
Licensee, be and remain solely the property of Marvel and Marvel shall be
entitled to use the same and to license the use of the same by others.  Any
reproduction or use of such artwork shall be on a non-exclusive basis.

      (c)   Licensee shall obtain and promptly furnish to Marvel's New York
Office, sent to the attention of Senior Contracts Administrator, on the
form annexed hereto as Exhibit B, an Agreement signed by each person who
creates, prepares or produces for or on behalf of Licensee (whether as an
employee, an independent contractor or otherwise) any artwork involving the
Property or any


<PAGE>  14


reproduction thereof, stating that such artwork is a work made for hire for
Licensee under the U.S. Copyright Laws and acknowledging that such person
has no copyright or other rights of any kind in or to such artwork.
Licensee shall be deemed to have automatically assigned to Marvel all
copyrights in any materials created by or for Licensee in the Licensed
Articles.  Further, Licensee shall execute any instruments requested by
Marvel to accomplish or confirm the foregoing assignment, and hereby
irrevocably appoints Marvel as its attorney-in-fact to execute such
instruments if Licensee does not do so.

12.   PROMOTION
      ---------

      Marvel shall have the right, but shall not be under any obligation,
to use the Property and/or the name of Licensee so as to give the Property,
Licensee, Marvel and/or programs connected with the Property full and
favorable prominence and publicity.  If the Licensed Articles appear in
film produced by or under authority of Marvel, there shall be no obligation
by Marvel to discontinue use of such film or any part thereof at the
expiration or termination of this license and such continued use shall in
no way be construed as an extension of the Term hereof or of this license.

13.   DISTRIBUTION AND ADVERTISING
      ----------------------------

      (a)   Licensee shall diligently and continuously use its best efforts
throughout the entire Territory licensed hereunder and during the entire
Term of this license to distribute solely through the Channels of
Distribution identified in Section 1(d)(ii) and sell the Licensed Articles,
to make and maintain adequate arrangements for the distribution of the
Licensed Articles, to promote and expand its sales hereunder to achieve the
highest Net Sales practicably obtainable and to compete with any similar
businesses, products or services.  Licensee shall sell and distribute the
Licensed Articles at a competitive price and not on an approval, tie-in,
consignment or 'sale or return' basis, and only to jobbers, wholesalers and
distributors for sale and distribution to retail stores and merchants, and
to retail stores and merchants for sale and distribution direct to the
public. Licensee shall also have the right to distribute and sell the
Licensed Articles on home shopping television programs provided Marvel's
prior written approval of the dates for the shows, and the Marvel product
to be featured thereon, is obtained so that Marvel may avoid any conflicts
with any previously scheduled home shopping television shows featuring
Marvel product.

      (b)   Failure to submit for prior written approval the dates of the
show or the product shall be considered a breach of this Agreement for
which Marvel shall have the right, notwithstanding anything to the contrary
contained in this Agreement, upon written notice to Licensee, to terminate
Licensee's rights to distribute and sell the Licensed Articles on home
shopping television programs. Licensee acknowledges that it has no right to
and shall not, without prior written consent of Marvel, sell or distribute
the Licensed Articles to anyone whose sales or distribution are or will be
made for publicity, promotional or tie-in purposes, combination sales,
premiums, giveaways, by direct mail, electronic sales (whether made through
the Internet, a commercial online service or otherwise), or similar methods
of merchandising, or whose business methods are or are reported to be
questionable. Licensee shall not sell any of the Licensed Articles at a
price twenty-five percent (25%) or more below the average Established Price
for such Licensed Article, without obtaining Marvel's prior written
consent, it being recognized that sales below such amount will result in
disparagement of the Licensed Articles and/or Marvel.

14.   SALE TO MARVEL
      --------------


<PAGE>  15


      (a)   Licensee agrees to sell to Marvel the Licensed Articles at
Licensee's cost for such Licensed Articles, and shall deliver the Licensed
Articles to Marvel at Marvel's expense, and in any quantity Marvel orders,
provided that (i) the Licensed Articles so purchased shall not be resold by
Marvel and (ii) the Licensed Articles so purchased shall be on a royalty-
free basis.

      (b)   In the event Marvel wishes to purchase the Licensed Articles
for resale purposes, Licensee shall sell to Marvel the Licensed Articles in
any quantity Marvel desires at no greater than Licensee's lowest wholesale
selling price offered to third parties for such quantities, and Licensee
shall pay royalties on all such sales to Marvel in accordance with the
provisions hereof.

15.   TERMINATION
      -----------

      (a)   In the event of failure by Licensee to furnish the royalty
payments and/or Royalty Reports required hereunder in accordance with
Section 5 hereof or to timely pay the Minimum Royalty Guarantee payments in
accordance with Section 5 of the Agreement, pay invoices in accordance with
Section 11 and 13 of the Agreement, Marvel shall have the right to
terminate this license upon three (3) days' notice in writing, and such
notice of termination shall become effective unless, within such three (3)
day period, Licensee shall completely remedy the breach and furnish the
required payments and/or Royalty Reports.  Notwithstanding the foregoing,
if Licensee fails to furnish the required payments and/or Royalty Reports
more than twice within an eighteen (18) month period, Marvel shall have the
right to terminate this Agreement immediately.  In the event Licensee fails
to submit samples prior to production or sale of the Licensed Articles or
the distribution of associated articles in accordance with Section 9(a)
hereof, failure by Licensee to obtain Marvel's written approval of the
samples submitted by Licensee in accordance with Section 9 hereof, or the
failure to adhere to Section 3(b), this Agreement will automatically
terminate with no prior notice to Licensee being required.

      (b)   Marvel shall have the right to terminate this Agreement upon
ten (10) days prior notice upon the occurrence of any of the following
events:

            (i)   If Licensee shall become insolvent or fail to pay its
debts and obligations on a current basis or shall make an assignment for
the benefit of creditors or become involved in a receivership, bankruptcy
or other insolvency or debtor relief proceedings, or any similar
proceedings, or in proceedings, voluntary or forced whereby it is limited
in the free and unrestrained exercise of its own judgment as to the
carrying out of the terms of this Agreement;

            (ii)  if Licensee shall cease to do business;

            (iii) if Licensee shall attempt to assign any of its rights
under this Agreement except pursuant to Section 19 (f).  For purposes of
this Agreement, a merger or consolidation of Licensee with another person
or entity, other than its parent or a wholly owned subsidiary, shall be
deemed an assignment of this Agreement;

            (iv)  in the event that this Agreement is held invalid or
unenforceable by the determination of any government or any court of
competent jurisdiction; or

            (v)   if any Licensed Articles become the subject of a recall
by the Federal Consumer Product Safety Commission or any corresponding
state or federal agency and Licensee fails to take immediate action to
recall such products.


<PAGE>  16


      (c)   Change in Character of Licensee. It is understood that the
grant of the license herein by Marvel is premised upon the present
character and composition of Licensee's management and Licensee's general
good standing and reputation in the business community, and are therefore
personal to Licensee. Marvel may terminate this Agreement if: (i) there is
a transfer, in a single transaction or a series of transactions of twenty-
five percent (25%) or more of (a) the then outstanding shares of common
capital stock of Licensee or its "Parent" (as defined below) or (b) the
combined voting power of the then outstanding voting securities of the
Licensee or its Parent entitled to vote generally in the election of
directors; or (ii) there is a transfer, in a single transaction or a series
of transactions, of all or substantially all of the assets of Licensee or
its Parent (in each instance, a "Change of Control"). If Marvel has reason
to believe that a Change of Control has occurred, Marvel may request, and
Licensee shall provide, a statement certified by Licensee's principal
executive officer stating whether or not a Change of Control has occurred
and addressing any other particulars reasonably requested by Marvel.  If
Licensee has reason to believe that such a Change of Control has occurred
or will occur in the reasonably foreseeable future or if Licensee or its
Parent proposes to enter into such a Change of Control transaction,
Licensee shall give written notice thereof to Marvel. Within a reasonable
time after receiving such notice, Marvel shall give Licensee written notice
stating whether it approves or disapproves any such Change of Control or
proposed Change of Control and, in the case of its disapproval thereof,
whether it exercises its right of termination hereunder, if the Change of
Control has already occurred, or will exercise its rights of termination if
the proposed Change of Control is subsequently made. If Marvel approves of
such Change of Control and such Change of Control actually occurs, a
transfer fee will be immediately payable to Marvel in such an amount as
Marvel may determine [but in no case less than 25% of the Minimum Royalty
Guarantee, based upon such factors including, but not limited to: the
Licensed Articles, the Minimum Royalty Guarantee, the royalty rate and the
amount of the remaining Term. This fee will represent consideration to
Marvel for, among other issues, Marvel's risk that sales or production may
be delayed, approval and supervision of the use of the Property may be
compromised, the possible risk associated with the new identity,
relationships, credit standing, capabilities, and image associated with a
new or altered Licensee, and Marvel's administrative expenses.  The
foregoing shall not limit in any way the right of Marvel, under Section
19(f), to disapprove assignments and other transfers of this Agreement and
the rights hereunder. For purposes of this Section 15(c), Licensee's
"Parent" shall mean any person or entity in control of Licensee directly or
indirectly through one or more intermediaries.

      (d)   Trade Introduction.  In the event of failure by Licensee to
introduce the Licensed Articles to retail accounts constituting a majority
of Licensee's anticipated Net Sales by the Trade Introduction Date provided
in Section 1(m), Marvel shall have the right to terminate this license upon
thirty (30) days notice in writing, and such notice of termination shall
become effective unless, within said thirty (30) day period, Licensee shall
remedy the violation and comply with all conditions, and reasonably satisfy
Marvel that it has done so.

      (e)   Diligent Distribution.  If by the Consumer Introduction
Marketing Date specified in Section 1(n) or if no such date is specified,
within six (6) months after the effective date of this Agreement, or
thereafter if in any three (3) consecutive months, Licensee fails to
manufacture and sell meaningful quantities of each item, class, part or
category of the Licensed Articles within the Territory, or fails to so
manufacture and sell Licensed Articles using each of the Characters
included in the Property, Marvel, in addition to all other options and
remedies available to it hereunder, may terminate this license on written
notice with respect to any such item, class, part or category of the
Licensed Articles and/or with respect to any Characters which have not been
so used, sold and distributed.  Such notice shall be effective when mailed
to Licensee with no prior notice to Licensee being required.


<PAGE>  17


      (f)   Other Breach.  Except as otherwise specifically set forth in
this Agreement, if Licensee shall violate, breach or be in default of any
of its covenants or obligations under this Agreement or shall use bad faith
in carrying out the provisions of this Agreement, Marvel, in addition to
all other rights, also shall have the right to terminate this license upon
fifteen (15) days written notice, and such notice of termination shall
become effective within said fifteen (15) day period, unless Licensee shall
completely remedy the violation and satisfy Marvel that all reasonable
steps have been taken to prevent reoccurrence. Notwithstanding the
foregoing, if Licensee violates, breaches or is in default of any of its
covenants or obligations under this Agreement or shall use bad faith in
carrying out the provisions of this Agreement more than twice within an
eighteen (18) month period, Marvel shall have the right to terminate this
Agreement immediately with no cure period.

      (g)   Other Licenses, Agreements and Properties.  Licensee
acknowledges and agrees that if Licensee violates any of its obligations
under this Agreement, Marvel shall have the right to terminate any other
License Agreement with Licensee (or any affiliate of Licensee).  In
addition, Licensee acknowledges and agrees that if Licensee violates its
obligations under any other agreement (including, but not limited to
invoices, payments, purchases or any other obligations) between Marvel and
Licensee (or any affiliate of Licensee), or if Licensee (or any affiliate
of Licensee) uses the Property or any part thereof beyond the scope of the
license granted herein or uses any properties owned by Marvel which are not
licensed to Licensee, Marvel shall have the right to terminate this License
Agreement.  In either event, Marvel's right to terminate shall be effective
upon ten (10) days notice in writing and such notice shall become effective
unless Licensee shall completely remedy the violation within the ten (10)
day period and satisfy Marvel that such violation has been remedied.

16.   OBLIGATIONS ON EXPIRATION OR TERMINATION
      ----------------------------------------

      (a)   Reversion of Right.  Immediately upon the expiration or
termination of this license for any cause whatsoever, all the rights
granted to Licensee hereunder shall cease and revert to Marvel, who shall
be free to license others to use any or all of the rights granted herein
effective on and after such date of expiration or termination.  To this
end, Licensee will be deemed to have automatically assigned to Marvel upon
such expiration or termination, all copyrights, trademark and service mark
rights, equities, good will, titles and other rights in or to the Property
and all adaptations, compilations, modifications, translations and versions
thereof, and (except for Licensee's house mark) all other trademarks and
service marks used in connection therewith which have been or may be
obtained by Licensee or which may vest in Licensee and which have not
already been assigned to Marvel. Licensee shall upon the expiration or
termination of this license execute any instruments requested by Marvel to
accomplish or confirm the foregoing, and hereby irrevocably appoints Marvel
as its attorney-in-fact to execute such instruments if Licensee does not do
so.  Any such assignment shall be without other consideration than the
mutual covenants and considerations of this Agreement.  In addition, upon
and after such expiration or termination of this license for whatever
reasons, Licensee will, except as specifically provided in Section 16(e)
hereof, forthwith refrain from further use of the Property or Marvel's
name, or any further reference to any of them, direct or indirect, or of
anything deemed by Marvel to be similar to the Property.

      (b)   Return of Artwork.  Upon termination or expiration of this
Agreement for any reason whatsoever, Licensee shall return to Marvel's New
York Office, sent to the attention of Senior Contracts Administrator, all
artwork, including but not limited to all reproductions and all artwork
specially produced for Licensee by Marvel or others, whether or not paid
for by Licensee.

      (c)   No Release.  The termination or expiration of this license
shall not release any party of any obligation to pay any monies (or if
applicable, pay in cash, the equivalent of any advertising


<PAGE>  18


commitments) that are owed or are owing or arose out of any transaction
prior to the date of termination or expiration, and all royalties on sales
or shipments theretofore made shall become immediately due and payable with
no part of the Minimum Royalty Guarantee being repayable, and any balances
of the Minimum Royalty Guarantee or any other payments owed or owing to
Marvel shall be immediately due and payable.

      (d)   Inventory.  Fifteen (15) days before the expiration of this
license and, in the event of its termination, fifteen (15) days after
receipt of notice of termination or the happening of the event which
terminates this license where no notice is required, a statement executed
by an officer of Licensee certifying the number and description of the
Licensed Articles in inventory or in process shall be furnished by Licensee
to Marvel's New York Office to the attention of Senior Contracts
Administrator.  Marvel shall have the right to take a physical inventory to
ascertain or verify such inventory and statement, and Licensee's failure to
furnish such statement or the refusal by Licensee to submit to such
physical inventory shall forfeit Licensee's right to dispose of such
Licensed Articles as provided in Section 16(e) hereof.

      (e)   Disposal.  After expiration of this license, for the Post-
Expiration Disposal Period specified in Section 1(o), Licensee may, except
as otherwise provided in this Agreement, dispose of, on a nonexclusive
basis, and in compliance with all of the terms and conditions hereof,
including Section 13, those Licensed Articles which are on hand or in
process at expiration, provided royalties with respect to such Calendar
Period are paid and Royalty Reports are furnished for such Calendar Period
in accordance with Section 5 hereof.  Royalties on Net Sales during the
Disposal Period may not be applied against any unearned balance of the
Minimum Royalty Guarantee. Licensee shall not be authorized to dispose of
the excess inventory in the Disposal Period to the extent that it exceeds
ten percent (10%) of the total number of Licensed Articles sold during the
twelve (12) month period immediately prior to the Expiration Date without
Marvel's prior written consent. Notwithstanding anything to the contrary
herein, Licensee shall not sell or dispose of any Licensed Articles after
termination of this Agreement pursuant to Section 15.  In the event that
Licensee sells or exploits the Licensed Articles after the Post-Expiration
Disposal Period the royalty due Marvel on such sales shall be the Net
Sales.

      (f)   Undisposed Licensed Articles.  Upon expiration or termination
of this license, or upon the expiration of the period for disposal where
permitted under the previous subsection, title to all remaining Licensed
Articles, if any, and all tags, labels, packaging, advertising,
promotional, and display materials therefor, and all molds, plates,
engravings and/or mechanicals used to make any of the Licensed Articles or
any of the aforesaid materials, shall be deemed to have automatically
vested in Marvel.  Licensee shall immediately deliver such remaining
Licensed Articles, materials, and items to Marvel's New York Office, to the
attention of Senior Contracts Administrator, at no expense to Marvel, and
Marvel shall have the right to enter the business premises of Licensee and
take possession of them or Licensee shall destroy such Licensed Articles,
materials and items if so requested by Marvel, and shall furnish Marvel's
New York Office, sent to the attention of Senior Contracts Administrator,
with a certificate of destruction executed by an officer of Licensee.

17.   REMEDIES
      --------

      (a)   General.  In addition to the right to terminate, Marvel may,
upon any default by Licensee, take whatever action it deems reasonably
necessary to protect its rights and interests hereunder, and termination of
this license shall be without prejudice to any rights or remedies which
Marvel may otherwise have against Licensee.


<PAGE>  19


      (b)   Use after Termination, etc.  Licensee acknowledges that its
failure to cease the use of the Property or to cease sale or distribution
of the Licensed Articles at the termination or expiration of this license,
except as expressly provided herein, will result in immediate and
irreparable damage to Marvel and to the rights of any subsequent licensee.
 Licensee acknowledges and admits that there is no adequate remedy at law
for such failure, and Licensee agrees that in the event of such failure,
Marvel shall be entitled to injunctive relief and such other and further
relief as any court with jurisdiction may deem just and proper.

      (c)   Interest, Damages and Cost.  In the event Licensee shall
default in the payment of monies required to be paid to Marvel hereunder,
in addition to any remedies which Marvel may have at law or in equity to
recover any such monies as may be due and owing, Marvel shall be entitled
to receive from Licensee interest on such monies as may be owing from the
date of default at a rate equal to six percent (6%) above the prime lending
rate charged by Marvel's bank in New York on the date of default. In the
event that Licensee is in breach or default of the Agreement, then Licensee
shall be responsible for the damages and expenses caused Marvel thereby,
including attorneys' fees, incurred by Marvel to enforce any of its rights
hereunder, such as, for example, the seeking of a temporary restraining
order or an injunction, or the obtaining of damages.

18.   SUBCONTRACT MANUFACTURE
      -----------------------

      Licensee may utilize a third party subcontract manufacturer approved
in writing by Marvel in connection with the manufacture and production of
the Licensed Articles, provided that such subcontractor shall execute a
letter in the form of Exhibit C attached hereto and by this reference made
a part hereof.  In such event, Licensee shall remain primarily obligated
under all of the provisions of this Agreement.  In no event shall any such
subcontract manufacturer Agreement include the right to grant any further
sublicenses.

19.   GENERAL
      -------

      (a)   Integrity of Agreement.  This Agreement contains and embodies
the entire Agreement and understanding of the parties concerning the
subject matter hereof.  No warranties, representations, understandings,
inducements, promises, guarantees, agreements or conditions, express or
implied, not expressly contained herein, have been made or shall be
enforceable by either party concerning the subject matter hereof or any
relationship between the parties.  Nothing contained herein shall be deemed
an express or implied warranty on the part of Marvel that efforts to gain
copyright, trademark or service mark registration will be successful, or
that the Property has or will in the future have any commercial value, and
it is understood that no liability shall attach to Marvel for any failure
to secure such registration, nor shall there be any modification hereof for
such reason.

      (b)   Relationship Between the Parties.  The relationship between the
parties hereto is that of licensor and licensee, and this Agreement is not
to be construed as creating a partnership, joint venture, master-servant,
principal-agent, or other relationship for any purpose whatsoever.  Except
as may be expressly provided herein, neither party may be held for the acts
either of omission or commission of the other party, and neither party is
authorized to or has the power to obligate or bind the other party by
contract, Agreement, warranty, representation or otherwise in any manner
whatsoever.

      (c)   Force Majeure.  Licensee and Marvel shall be released from
their obligations hereunder and this license shall terminate with respect
to such territory, field or part thereof as to which governmental
regulations or other causes arising out of a state of national emergency
renders performance impossible, for a period of more than ninety (90) days,
and one party so informs the other


<PAGE>  20


in writing of such causes and its desire to be released.  In such event,
all royalties on sales theretofore made with respect to such territory,
field or part shall become immediately due and payable to Marvel. In
addition, the Minimum Royalty Guarantee, prorated until the time of
termination, or all Advance and Minimum Royalty Guarantee payments made to
Marvel as of the date of the Force Majeure event shall become retained or
become due and/or payable, as applicable, to Marvel.  No part of the
aforementioned payments shall be repayable to Licensee.

      (d)   Mailing Addresses.  All notices, reports and statements to be
given and all payments to be made hereunder, shall be given or made by hand
delivery, email, first class, Registered or Certified mail, or Federal
Express or any overnight delivery service providing notice of receipt at
the respective addresses of the parties as set forth above (notice to
Marvel shall be to the attention of Marvel's legal department), unless
notification of a change of address is given in writing.  The date of
applicable tracking information (tracking information, post-mark, email
confirmations) shall be deemed the date the notice, report or statement is
given.  The mailing of a notice by Registered or Certified mail shall
constitute notice hereunder even in the event of refusal to accept by
addressee.

      (e)   Survival and Separability.  Notwithstanding anything to the
contrary herein, all provisions hereof are hereby limited to the extent
mandated by any applicable law or decisions.  If any one or more
paragraphs, clauses or other portions hereof should ever be determined to
be illegal, invalid or otherwise unenforceable by a court of competent
jurisdiction or be illegal, invalid or invalidated or unenforceable within
any jurisdiction by reason of any existing law or statute, then to that
extent and within the jurisdiction in which it is illegal, invalid or
unenforceable it shall be limited, construed or severed and deleted
herefrom, and the remaining extent and/or remaining portions hereof shall
survive, remain in full force and effect and continue to be binding and
shall not be affected except insofar as may be necessary to make sense
hereof, and shall be interpreted to give effect to the intention of the
parties insofar as that is possible.

      (f)   Assignment or Sublicense.  This Agreement and the license
rights granted hereunder are personal to Licensee and shall not in any
manner whatsoever be assigned, sublicensed, hypothecated, mortgaged,
divided or otherwise encumbered by Licensee to or with any other person or
entity without Marvel's prior written consent which it may withhold in its
sole discretion but no such assignment by Licensee shall release Licensee
from any of its obligations or liabilities hereunder.  This Agreement and
the provisions hereof shall be binding at all times upon and inure to the
benefit of the parties hereto, their successors and permitted assigns.  Any
attempted assignment in violation of the provisions hereof shall be void ab
initio and the assignee shall obtain no rights by reason thereof.

      (g)   Construction and Jurisdiction.  This Agreement shall be
construed and interpreted in accordance with the laws of the State of New
York applying to contracts fully executed and performed in New York.
Licensee agrees to submit to exclusive jurisdiction in the courts (both
Federal and State) of New York State for any action brought by Marvel or
Licensee hereunder, to bring no action in any other Court, and Licensee
further agrees to accept service of process by mail at its above written
address, and Licensee also designates the Secretary of State of New York
and the state of Licensee's incorporation to accept service of process by
mail on behalf of Licensee.  The titles and headings of the sections,
subsections and other divisions of this Agreement are inserted merely for
convenience and identification and shall not be used or relied upon in
connection with the construction or interpretation of this Agreement.

      (h)   No Waiver.  None of the provisions hereof shall be deemed to be
waived or modified, nor shall they be renewed, extended, altered, changed
or modified in any respect except by an express agreement in writing duly
executed by the party against whom enforcement of such waiver,
modification,


<PAGE>  21


etc. is sought.  The failure of either party hereto to object to the
failure on the part of the other party to perform any of the terms,
provisions or conditions hereof or to exercise any option herein given or
to require performance on the part of the other party of any term,
provision or condition hereof, or any delay in doing so, or any custom or
practice of the parties at variance therewith, shall not constitute a
waiver or modification hereof or of any subsequent breach or default of the
same or a different nature, nor affect the validity of any part hereof, nor
the right of either party thereafter to enforce the same, nor constitute a
novation or laches.

      (i)   Ethics.  Licensee agrees that no part of the consideration paid
pursuant to this Agreement shall be offered, paid or payable, directly or
indirectly, to any governmental official, political party or official
thereof, or any candidate for political office, for the purpose of
influencing any act or decision of such person or party or inducing such
person or party to use his or its influence to affect or influence any act
or decision of any national, state or local government or instrumentality
thereof.  For the purposes of this Section (i), the term "governmental
official" shall include any officer or employee of a national, state or
local government, or any department, agency or instrumentality thereof, or
any person acting in an official capacity of or on behalf of such
government or department, agency or instrumentality.

      (j)   Prevailing Languages. In the event of any conflict of
interpretation between this Agreement and any translation, the original
English version shall prevail.

      (k)   Code of Conduct.  Licensee agrees, on its own behalf and on
behalf of any suppliers/third parties/manufacturers ("Third Party Vendors")
it uses, wherever located, that no child labor will be used in the
performance of this Agreement whatsoever.  For this purpose, a "child"
shall refer to any person younger than 15 (or 14 where local law allows)
or, if higher, the local legal minimum age for employment or the age for
completing compulsory education.  Third Party Vendors that are young
persons or that are employing young persons who do not fall within the
definition of "children" will also comply with any laws and regulations
applicable to such persons.  Additionally, all employees will be provided
with a safe and healthy workplace environment, and all employees will work
on a voluntary basis, and shall not be subject to physical or mental
punishment of any kind. Licensee and all Third Party Vendors shall respect
the rights of employees to associate, organize and bargain collectively in
a lawful and peaceful manner, without penalty or interference.  Further,
Licensee and all Third Party Vendors shall comply with all local laws,
including but not limited to, applicable wage laws and fair employment
practices including the practice of non-discrimination on the basis of
race, religion, national origin, political affiliation, sexual preference,
or gender. Licensee and all Third Party Vendors will, at a minimum, comply
with all applicable wage and hour laws and regulations, including those
relating to minimum wages, overtime, maximum hours, piece rates and other
elements of compensation, and provide legally mandated benefits. Licensee
and Third Party Vendors will further comply with all applicable
environmental laws and regulations. Licensee and Third Party Vendors shall
submit to reasonable on-site inspections conducted by Marvel or its
designated representative, to ensure compliance with these provisions.


<PAGE>  22


20.   LIMITATION OF LIABILITY
      -----------------------

MARVEL'S CUMULATIVE LIABILITY, IF ANY, AND LICENSEE'S OR ANY OTHER PARTY'S
SOLE AND EXCLUSIVE REMEDY FOR DAMAGES FOR ANY LOSS OR DAMAGES RESULTING
FROM ANY CLAIMS, DEMAND, OR ACTIONS ARISING OUT OF OR RELATING TO THIS
AGREEMENT SHALL NOT EXCEED THE MINIMUM ROYALTY GUARANTEE PAYMENTS PAID TO
MARVEL HEREUNDER.  IF NO MINIMUM ROYALTY GUARANTEE PAYMENT WAS PAID, MARVEL
SHALL HAVE NO LIABILITY FOR DAMAGES OF ANY KIND. IN NO EVENT SHALL MARVEL
BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR
EXEMPLARY DAMAGES OF ANY KIND, OR FOR THE LOSS OF ANTICIPATED PROFITS OR
BUSINESS INTERRUPTION, EVEN IF MARVEL HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH LOSS OR DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH
HEREIN FAILS OF ITS ESSENTIAL PURPOSE.

21.   WAIVER OF JURY TRIAL AND RIGHT TO COUNTERCLAIM
      ----------------------------------------------

LICENSEE HEREBY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY SUMMARY OR OTHER
ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY CONNECTED
WITH THIS AGREEMENT, AND ANY CLAIM FOR INJURY OR DAMAGES. LICENSEE ALSO
HEREBY WAIVES ALL RIGHT TO ASSERT OR INTERPOSE A COUNTERCLAIM IN ANY
SUMMARY PROCEEDING OR OTHER ACTION OR PROCEEDING BROUGHT BY MARVEL AND
SHALL BRING A SEPARATE ACTION TO ASSERT SUCH COUNTERCLAIM.

IN WITNESS WHEREOF, and intending to be legally bound thereby the parties
hereto have caused this instrument to be duly executed as of the day and
year first above written.

MARVEL CHARACTERS, INC.
/s/

MARVEL ENTERPRISES, INC.
/s/

BRAVO! FOODS INTERNATIONAL CORP.
/s/


<PAGE>  23