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                             DISTRIBUTION AGREEMENT


         Agreement dated this     day of September, 1999 by and between Premier
Classic Art, Inc., a Delaware Corporation ("PCA") whose address is 1158 Staffler
Road, Bridgwater, NJ 08807 and Royal Animated Art, Inc., ("Royal") a, California
whose address is 345 North Maple Drive, Suite 297, Beverly Hills, California
90210.


                               W I T N E S S E T H

         WHEREAS, Royal has the right to reproduce, as animation art and/or
comic strip lithographs, numerous animation and comic strip images and
characters, (the "property"), as more particularly described herein);

         WHEREAS, Royal desires to grant to PCA the non-exclusive right to
purchase from Royal various forms of the Property as described herein, and PCA
desires to acquire the right to make such purchases;

         NOW THEREFORE, subject to the mutual rights and obligations set forth
herein, the parties agree as follows:

         1. Royal hereby grants to PCA the non-exclusive right to purchase and
market reproductions in the forms described below, or in such additional forms
as shall be mutually agreed upon, of the Property to which Royal now has or
hereafter acquires reproduction rights, directly or through affiliates. Such
forms shall include hand painted animated cels, seri-cels which are mechanically
reproduced by use of silk screen process, chromo-cels which use offset printing,
and/or lithographic reproductions and comic strip lithographs.

         2. The Property as defined herein shall include all animation art and
comic strip lithographs, which Royal now has (as set forth in Schedule A) or
hereafter acquires reproduction rights to.

         3. The rights granted to PCA hereunder shall be subject to such
restrictions and limitations as are contained in the agreements under which
Royal acquired such rights, and to the approval of Royal over whether and how
many reproductions of each particular Property should be sold to PCA. Such
approvals shall not be unreasonably withheld.

         4. PCA shall pay to Royal for Art purchased by and delivered to PCA, a
percentage of Royal's suggested Wholesale and/or Retail price, as shall be
applicable as follows:

            (a) Fifty percent (50%) o\f Royal's suggested Retail price, when PCA
sells direct to the ultimate consumer;





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            (b) Twenty-five percent (25%) of Royal's suggested retail price,
when PCA sells to wholesalers. distributors, retailers, and/or other middlemen.

                Royal's suggested retail price shall be determined, from time to
time, in Royal's sole discretion and shall be predicated on the images selected,
Royal's underlying rights and Royal agreements, the method of reproduction
utilized (i.e., original hand painted or mechanically reproduced), the size of
the edition, and the quantity ordered.

                Royal's prices to PCA, however, shall be in accord with Royal's
prices to its most favorable customers.

                It is understood that prices may vary from time to time.

         5. Payment for the purchase of the Art shall be as follows: (a) Fifty
percent (50%) of the price per order shall be paid simultaneously with the
submission of the written purchase order;

            (b) Fifty percent (50%) of the price for each purchase order shall
be paid upon delivery to PCA, plus appropriate shipping and handling costs (all
orders F.O.B. Chatsworth, Ca.).

         6. The terms of this agreement shall be three years. Royal agrees to
renew this agreement for an additional period of two years, upon the same terms
and conditions, at the written request of PCA, provided Herman Rush is actively
associated with Royal, In the event that, after the expiration of three years,
Herman Rush shall no longer be actively associated with Royal, he shall agree to
use his best efforts to introduce PCA to the copyright owners.

         7. Any and all claims or disputes that may arise under this agreement
shall be submitted for determination by Arbitration under the rules of the
American Arbitration Association. Unless otherwise mutually agreed by the
parties, if the claim is made by PCA, the hearing shall be held in Los Angeles.


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         IN WITNESS WHEREOF, the parties have made and signed this Agreement on
the date indicated above.


                                                ROYAL ANIMATED ART, INC.



                                         By:____________________________
                                                Herman Rush, President


                                                PREMIER CLASSIC ART, INC.

Agreed and accepted
for purposes of                          By:____________________________
Paragraph 6                                     Charles F. Trapp

-------------------------
Herman Rush


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                                   SCHEDULE A

400,000 Original Hand-Painted on acetate consisting of a mixture
of 12 Field (approx. 12" x 10") and Pan Cels (approx. 36" x 10").
Animation Production Cels (cels) selected from and used on the
following programs:

1.       Real Ghostbusters/Slimer                            approx 75,000
2.       Ewoks (Star Wars)                                   approx 75,000
3.       He-Man, Master of the Universe                      approx 75,000
4.       She-Ra, Princess of Power                           approx 75,000
5.       Bravestar                                           approx 45,000
6.       Flash Gordon                                        approx 10,000
7.       Shelly Duvall's Bedtime Stories                     approx 10,000
8.       Beethoven                                           approx  5,000
9.       Back to the Future                                  approx 10,000
10.      Miscellaneous                                       approx 20,000


The total number of "cels" shall be 400,000, however, the number from each of
the titles may vary slightly.