MANUFACTURING AND JOINT DISTRIBUTION
                             MERCHANDISING AGREEMENT


         This MANUFACTURING AND JOINT DISTRIBUTION MERCHANDISING AGREEMENT (THIS
"AGREEMENT")  is made and entered  into as of  September  1, 1996 by and between
SONY SIGNATURES INC., A DELAWARE CORPORATION ("SIGNATURES"), and LIBERTY MINT, a
Utah corporation.("Distributor").

                                    RECITALS

         A. Signatures is in the business of, among other things,  manufacturing
and selling, and licensing others to manufacture and sell, merchandise embodying
the name and/or image of musical artists.

         B. Distributor is in the business of, among other things, manufacturing
and  selling  commemorative  coins,  primarily  through  wholesale  and  catalog
channels of distribution.

         C.  Signatures has the ability to sell  merchandise  embodying the name
and/or  image of  musical  artists  through  unique  channels  of  distribution,
including  at venues  where such  artists  are  performing  (either  directly or
through a  program  insert or  handout),  CD  inserts,  and  various  affiliated
websites.

         D. The parties  hereto  desire to establish  terms and  conditions of a
manufacturing  and joint  distribution  arrangement  under which  Signatures and
Distributor will  manufacture,  use and sell Articles (as defined herein) in the
manner provided herein.

                                    AGREEMENT

        NOW, THEREFORE,  in consideration of the mutual covenants and agreements
contained herein, the parties hereto agree as follows:

        1.  DEFINITIONS.  Capitalized  terms  used  in  this  Agreement  without
definition shall have the meanings  ascribed to them in Paragraph 15, unless the
context indicates otherwise.

        2.    GRANT OF RIGHTS.

         2.1 Signatures  hereby grants to Distributor,  and  Distributor  hereby
accepts,  the exclusive  right in the Domestic  Territory and the  non-exclusive
right in the International  Territory to utilize during the Term the Proprietary
Subject  Matter  solely on or in  connection  with the  manufacture  and sale of
Articles, subject to the terms and conditions hereunder.

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         2.2  Distributor's  rights and  obligations  hereunder  are personal to
Distributor  and shall not be  sublicensed,  assigned,  mortgaged  or  otherwise
transferred  or  encumbered  by  Distributor  or by  operation  of  law,  unless
otherwise previously agreed in writing by Signatures.

         2.3  Specifically,  Distributor shall not be entitled to sublicense the
right to manufacture  ARTICLES TO ANY THIRD PARTY  ("SUPPLIER"),  in whole or in
part, without  Signatures' prior written consent.  If such consent is granted by
Signatures,  Distributor  represents and warrants that it shall familiarize each
such Supplier with the terms and  conditions of this  Agreement as they apply to
such  Supplier.   In  addition,   Distributor   acknowledges   and  agrees  that
Distributor's  use of any such Supplier shall in no way derogate from or relieve
Distributor of any of its obligations under this Agreement.  Distributor further
acknowledges  and agrees that it shall be responsible  and primarily  liable for
all  activities  and  obligations  of all such  Suppliers  with  respect  to the
Articles.  Furthermore, if Signatures so requests,  Distributor shall cause each
such Supplier to sign an agreement with  Distributor  for the manufacture of the
Articles, in whole or in part, in a form satisfactory to Signatures.

3.    TERM.

         3.1,  THE TERM OF THIS  AGREEMENT  (THE  "TERM")  shall  commence as of
September  1, 1996 and end on August  31,  1999,  unless  sooner  terminated  as
provided herein.

         3.2  Notwithstanding  anything to the  contrary  contained in Paragraph
3.1,  Signatures  shall have the right to terminate this Agreement as of October
1, 1997 if Distributor  has not sold a sufficient  number of Articles during the
period  September  1, 1996  through  August 31, 1997 to have  generated at least
Three Hundred Thousand  Dollars  ($300,000) of gross sales. In order to exercise
this right,  Signatures  must provide  Distributor  with  written  notice of its
intention to exercise such right no later than September 30, 1997.

         3.3  Notwithstanding  anything to the  contrary  contained in Paragraph
3.1,  Signatures  shall have the right to terminate this Agreement as of October
1, 1998 if Distributor  has not sold a sufficient  number of Articles during the
period  September 1, 1997 through August 31, 1998 to have generated at least Six
Hundred  Thousand  Dollars  ($600,000) of gross sales. In order to exercise this
right,  Signatures must provide Distributor with written notice of its intention
to exercise such right no later than September 30, 1998.

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4.   PAYMENTS:

     4.l Distributor  shall pay Signatures and, as applicable,  Signatures shall
pay  Distributor,  and  amount  equal to fifty  percent  (50%) of the Net Profit
therefrom.  In no event will  Signatures  be liable to  Distributor  for any Net
Losses,  and in no event  may any Net  Losses  be used to  offset  any  Licensor
Royalties to be paid hereunder. Notwithstanding the foregoing, Net Losses may be
carried forward by Distributor during the Term to offset Net Profit.

     4.2  Signatures'  share of the Net Profits as set forth in  Paragraphs  4.1
shall be referred to as "ROYALTIES."  Royalties  hereunder shall accrue when the
Articles  are sold,  shipped,  distributed,  billed  and/or paid for,  whichever
occurs first.

     4.3 In  addition  to the  applicable  Royalties,  under all  circumstances,
Distributor  shall pay  Signatures  an amount equal to the  applicable  Licensor
Royalties.

5.   ACCOUNTING; AUDITING.

     5.1  DISTRIBUTOR  SHALL (I) RENDER ROYALTY REPORTS  ("ROYALTY  REPORTS") to
Signatures on a quarterly  basis within thirty (30) days after the close of each
calendar quarter during the Term hereof,  whether or not any payment is shown to
be due to Signatures thereunder, and (ii) remit payments due Signatures, if any,
along with such Royalty Reports.  In addition,  to Royalties,  such payments due
Signatures  shall include Licensor  Royalties and the  reimbursement of expenses
incurred by Signatures  which are deducted from the  calculation of Net Profits.
If the Territory covers more than one country, Royalty Reports shall be prepared
on a  country-by-country  basis.  Royalties  shall be paid in U.S.  Dollars  and
acceptance thereof by Signatures shall not preclude  Signatures from questioning
the correctness of same at any time. All Royalties shall be made without set-off
of any amount  whatsoever,  whether  based upon any claimed debt or liability of
Signatures to Distributor.  All Royalties and Royalty Reports (which shall be on
statement forms to be furnished by Signatures to Distributor)  shall be sent to:
Sony  Signatures  Inc.,  Two Bryant  Street,  San  Francisco,  CA 94105,  Attn.:
Accounting.

     5.2  Distributor  shall keep and  maintain  accurate  books of account  and
records covering all transactions  relating to this Agreement.  Signatures shall
be entitled to (i) audit such books and records once during each calendar  year,
upon five (5) days prior  written  notice to  Distributor,  and (ii) make copies
arid summaries of such books and records.  All such books of account and records
shall be retained

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by Distributor for a minimum of three (3) years after  expiration or termination
of this Agreement.  If Signatures'  duly authorized  representative  discovers a
deficiency in the Royalties paid to Signatures  for ANY PERIOD UNDER AUDIT,  (AN
"AUDIT  DEFICIENCY"),  Distributor  shall promptly pay such Audit  Deficiency to
Signatures  and, if such Audit  Deficiency  is five  percent (5%) or more of the
Royalties  paid to  SIGNATURES  FOR SUCH AUDIT  PERIOD,  DISTRIBUTOR  SHALL ALSO
REIMBURSE  SIGNATURES  FOR ALL costs and  expenses  incurred  by  Signatures  in
connection with such audit  (including,  without  limitation,  reimbursement  of
Signatures' overhead expenses in an amount equal to what the reasonable expenses
would have been if such services were performed by  third-party  auditors in the
event Signatures uses its in-house auditors to examine  Distributor's  books and
records).

     5.3 Without prejudice to any other rights of Signatures hereunder,  time is
of the essence  regarding all payments due hereunder and  Distributor  shall pay
interest on any Audit Deficiency,  as well as on all delinquent Royalty payments
hereunder,  at two  percent  plus the "prime  rate"  established  by the Bank of
America  in San  Francisco,  compounded  daily at the rate  from time to time in
effect and calculated from the date on which such payment was due.

     5.4  Royalties  shall  be  credited  to  Signatures'  account  and  paid to
Signatures in U.S.  Dollars at the exchange rate received by  Distributor at the
time  of  conversion.  If  Distributor  is  required  by law to pay a tax on the
applicable  Licensor's  behalf due to the earnings or liability of such Licensor
in the  Territory,  Distributor  may deduct the full amount of such tax from any
moneys payable to Signatures.  After any such deduction or advance,  Distributor
shall provide Signatures with tax certificates in the applicable Licensor's name
for such amount.

6.   COPYRIGHT: TRADEMARKS.

         6.1  Distributor's  use of the  Proprietary  Subject Matter shall inure
exclusively  to the  benefit  of  Signatures  and the  Licensor  for which  such
Proprietary  Subject Matter relates and Distributor shall not acquire any rights
therein.  All  ownership,  copyrights,   trademarks  and  other  rights  in  the
Proprietary Subject Matter, and in all artwork,  packaging, copy, literary text,
advertising   material  and  promotion   material  of  any  sort  utilizing  the
Proprietary   Subject   Matter,   including  all  such  material   developed  by
Distributor,  shall vest with  Signatures and title thereof shall be in the name
of Signatures or its  designee.  All such items and all Articles  shall bear the
copyright and trademark notices and any other legal notices which Signatures may
from time to time prescribe.

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      6.2 Distributor  recognizes the value of the goodwill  associated with the
Proprietary Subject Matter, and that the Proprietary Subject Matter has acquired
secondary  meaning in the mind of the  public.  Distributor  agrees,  during the
T'erm and thereafter,  never to contest the rights of any Licensor or Signatures
in such Proprietary Subject Matter or the validity of the license herein granted
to it.  DISTRIBUTOR  SHALL  NOT AT ANY TIME  APPLY FOR any  registration  of any
copyright,  trademark or other  designation  which would  affect any  Licensor's
ownership of, or Signatures' rights to, the Proprietary  Subject Matter nor file
any  document  with any  governmental  authority  to take any action which would
affect any Licensor's  ownership of, or Signatures'  rights to, the  Proprietary
Subject Matter,  or assist anyone else in doing so.  Distributor  further agrees
that it shall not at any time use and/or authorize the use of any configuration,
trademark,   trade  name  or  other  designation   confusingly  similar  to  the
Proprietary Subject Matter.

     6.3  Distributor  shall  assist  Signatures,  at  Signatures'  request  and
expense,   in  the  procurement  and  maintenance  of  each  Licensor's   and/or
Signatures'  rights in the Proprietary  Subject Matter (including  trademark and
copyright  protection).  In connection  therewith,  Distributor  shall,  without
limitation,  execute and deliver to Signatures  in such form as  Signatures  may
reasonably request,  all instruments  necessary to (i) effectuate  copyright and
trademark  protection,  (ii)  record  Distributor  as a  registered  user of any
trademarks  pursuant to this Agreement,  or (iii) cancel any such  registration.
Signatures  makes no warranty or  representation  that  trademark  or  copyright
protection shall be secured in the Proprietary Subject Matter.

     6.4 Signatures and Distributor shall cooperate to ensure that third parties
may not  unlawfully  infringe on or imitate the  Proprietary  Subject  Matter or
engage in any acts of  unfair  competition  involving  the  Proprietary  Subject
Matter.  Each party shall promptly  notify the other of any such  infringements,
imitations,  or acts by third  parties that comes to its  attention.  Signatures
shall have the exclusive right, exercisable at its sole discretion, to institute
in its own name and/or  Distributor's  name and to control,  all actions against
third  parties  relating  to a  Licensor's  copyrights  and  trademarks  in  the
Proprietary Subject Matter, at Signatures' expense. Signatures shall be entitled
to receive  and retain all  amounts  awarded,  if any,  as  damages,  profits or
otherwise in connection  with such suits.  If Signatures does not institute such
an action,  Distributor  may initiate and  prosecute  any claims or suits in its
name and/or,  with Signatures'  prior approval,  in Signatures'  name, to enjoin
such  infringement and to recover damages based thereon.  Distributor shall keep
Signatures  informed of all material  developments  and events  relating to such
action.  Signatures  shall  also have the  right to  participate  in any  action
initiated by Distributor.  No claim or action instituted by Distributor shall be
settled  without  the  approval of  Signatures.  In the event- that any sums are
recovered from prosecution

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or settlement of a claim or suit initiated by Distributor, Distributor shall pay
Signatures  fifty percent (50%) of the  recovery,  after  deduction of costs and
expenses,  including  attorneys'  fees.  To the extent costs and expenses of the
prosecution or settlement of a claim or suit  initiated by  Distributor  exceeds
any recovery, or in the event there is no recovery,  then Distributor shall bear
all of such expenses.

7.   INDEMNIFICATION

     7.1  Signatures  shall  indemnify  and hold  harmless  Distributor  and its
parent,  subsidiaries,   affiliates,   officers,   directors,   representatives,
employees and agents from and against any and all claims, liabilities,  demands,
causes of  action,  judgments,  settlements  and  expenses  (including,  but not
limited to, reasonable attorney's fees and court costs) arising solely out of or
in  connection  with  Distributor's  use of the  Proprietary  Subject  Matter as
authorized   hereunder;   provided,   however,  that  Distributor  shall  notify
Signatures  in  writing  within  ten  (10)  days  after   Distributor   receives
notification  of any claim or suit relating to the  Proprietary  Subject Matter;
provided,  further,  however, that the failure to so notify Signatures shall not
relieve  Signatures from any liability under this Paragraph 7.1 unless, and only
to the extent that,  such failure  results in  prejudice  to or  forfeiture  of,
substantive rights or defenses of Signatures.  The foregoing indemnity shall not
be construed to cover any claim with respect to which  Distributor has committed
to indemnify  Signatures under Paragraph 9.2 below. In no event shall Signatures
be liable for any consequential damages or loss of profits which Distributor may
suffer  arising out of same.  Signatures  shall have the option to undertake and
control  the defense and  settlement  of any such claim or suit and  Distributor
shall  cooperate  fully  with  Signatures  in  connection  therewith;  provided,
however,  that in no  event  shall  any  such  claim  affecting  the  rights  of
Distributor be settled without the prior written  consent of  Distributor,  such
consent  not to be  unreasonably  withheld.  In the  event  Signatures  does not
exercise its option to undertake  and control the defense and  settlement of any
such  claim or suit,  then  Distributor  shall have the right to defend any such
action with attorneys of its own selections.

         7.2 During and after the Term hereof,  Distributor  shall indemnify and
hold  harmless  Signatures  and each  Licensor,  and their  respective  parents,
subsidiaries,  affiliates, officers, directors,  representatives,  employees and
agents,  and all persons whose names and/or  likenesses  are licensed  hereunder
from and  against any and all claims,  liabilities,  demands,  causes of action,
judgments,  settlements and expenses (including,  but not limited to, reasonable
attorney's  fees and court costs)  arising out of or in connection  with (i) the
design, manufacture, packaging, distribution,  shipment, advertising, promotion,
sale or exploitation of the Articles,  and (ii) any breach of any representation
or warranty made by Distributor

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hereunder.  Without  limiting the  generality  of the  foregoing,  Distributor's
indemnity shall  specifically  apply to claims relating to or based upon defects
in the Articles,  ' whether hidden or obvious,  and despite Signatures' approval
of the  Articles  " it being  agreed  that any  governmental  order of recall or
injunction against  distribution  and/or sale (other than any injunction arising
out  of  Signatures'  breach  of  any  warranty  hereunder)  shall,  as  between
Distributor  and  Signatures,  be deemed  conclusive  proof of such  defect  for
purposes of invoking Distributor's indemnity hereunder.  Signatures shall notify
Distributor  in writing within ten (10) days after it receives  notification  of
any claim or suit relating to the Proprietary Subject Matter; provided, however,
that the failure to so notify Distributor shall not relieve Distributor from any
liability  under this  Paragraph 7.2 unless,  and only to the extent that,  such
failure results in prejudice to or forfeiture of, substantive rights or defenses
of  Distributor.  The  foregoing  indemnity  shall not be construed to cover any
claim with respect to which  Signatures  has committed to indemnify  Distributor
under Paragraph 9.1 above. In no event shall any such claim affecting the rights
of Licensor  or  Signatures  be settled  without  the prior  written  consent of
Signatures,  such consent not to be unreasonably withheld. At Signatures' option
and  expense,  Signatures  shall have the right to defend any such  action  with
attorneys of its own selection.

8. INSURANCE.  Distributor  shall at all times while this Agreement is in effect
and for three (3) years thereafter, obtain and maintain at its own expense, from
a  qualified  insurance  carrier,  first and third party  insurance,  including,
without limitation,  products and contractual liability coverage, which includes
as  additional  insureds  each  Licensor and  Signatures,  and their  respective
parents,    subsidiaries,    affiliates,    officers,   directors,    employees,
representatives  and agents.  The amount of  coverage  shall be a minimum of One
Million ($1,000,000)  combined single limit (with no deductible amount) for each
single occurrence for personal injury, bodily injury and/or property damage. The
policy shall provide for thirty (30) days written notice to Signatures  from the
insurer by registered or certified mail, return receipt requested,  in the event
of any  modification,  cancellation  or  termination.  tjpon  execution  of this
Agreement,  Distributor shall furnish Signatures with a certificate of insurance
issued  by  the  carrier   evidencing  same.  In  no  event  shall   Distributor
manufacture,  advertise,  distribute or sell any Articles  prior to  Signatures'
receipt of such certificate of insurance.
9.    ARTWORK; APPROVALS; SAMPLES; QUALITY CONTROL.

         9.1 For each individual Property, promptly after receipt of promotional
materials and/or photographs,  designs,  materials,  film, and artwork embodying
the Proprietary  Subject Matter ("ARTWORK")  therefor,  Distributor shall notify
Signatures

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 if  it  does  not  intend  to  manufacture  and  Articles  embodying  such  the
Proprietary  Subject Matter relating to such Property.  In the event  Signatures
receives .such  notification,  then the exclusive  right and license  granted to
Distributor  pursuant to Paragraph  2.1 shall,  with respect to such  Licensor's
Proprietary  Subject Matter and/or  product  category or categories of Articles,
terminate  and  Distributor  shall have no rights  with  respect  thereto.  As a
result,  in such event,  Signatures shall be entitled to license the same to any
other  person  or  entity  without  any  liability  to  Distributor  whatsoever.
Distributor shall indemnify  Signatures for any losses it suffers arising out of
Distributor's failure to timely notify Signatures as hereinabove provided.

        9.2  Distributor  shall have the right to create,  or have a third-party
create,  artwork in original form and/or  artwork  derived from  Artwork,  which
includes the  Proprietary  Subject Matter for use on the ARTICLES  ("DISTRIBUTOR
ORIGINAL AND DERIVATIVE  ARTWORK").  All intellectual property rights (including
but not limited to copyright) in Distributor  Original and  Derivative  Artwk)rk
shall be owned by Signatures;  provided, however, that Distributor shall leave a
non-exclusive  license to copy and use such Distributor  Original and Derivative
Artwork for the purposes specified in this Agreement. If Distributor engages any
third parties who are not employees of Distributor to make any  contribution  to
the invention or creation of any Distributor  Original and Derivative Artwork so
that such third parties might be deemed "authors" or "inventors" of such artwork
or designs (as such terms are used in present or future United States  copyright
and or patent statutes or judicial  decisions),  then  Distributor  shall obtain
from all such parties, and furnish to Signatures, a full assignment of rights in
and to such  artwork  and/or  designs  (free and clear of any and all  claims or
rights of any nature) vesting same in Signatures.

        9.3 All  Articles  and  all  artwork  (whether  Artwork  or  Distributor
Original  and  Derivative  Artwork),  copy,  packaging,  literary  text  and all
promotional  material  related to the Articles,  including the QUALITY AND STYLE
THEREOF   (COLLECTIVELY   "MATERIALS"),   shall  be   subject   to   Signatures'
discretionary approval at all stages of development and production.  Distributor
may not manufacture,  use, offer for sale, sell,  advertise,  ship or distribute
any Articles or packaging and/or promotional  material related thereto,  without
Signatures' prior written approval. For each Property, promptly after receipt of
Artwork therefor,  Distributor shall, at its own cost, furnish to Signatures for
preliminary approval, one (1) PROTOTYPE OF EACH ARTICLE ("PROTOTYPE") and/or one
(1) drawing or rough cut of each Article and MATERIAL (COLLECTIVELY "PRELIMINARY
ARTWORK"),  as applicable.  All such Prototypes and/or Preliminary Artwork shall
be sent to: Sony Signatures  Inc., Two Bryant Street,  San Francisco,  CA 94105,
Attn.:  Gladys Ng. In the event that, for any particular  Property,  Preliminary
Artwork relating thereto is not promptly furnished

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to  Signatures,  then,  the exclusive  right and license  granted to Distributor
pursuant  to  Paragraph  2.1  shall,  with  respect to such  Property,  become a
non-exclusive right and license. Signatures shall promptly notify Distributor as
to  whether  Signatures  has  approved  or  disapproved  such  Prototype  and/or
Preliminary  Artwork,  it being  understood by  Distributor  that each Prototype
and/or  Preliminary  Artwork may be subject to the  approval  of the  applicable
Licensor.  Any changes  required by  Signatures  to any such  Prototypes  and/or
Preliminary Artwork which have been disapproved by Signatures,  shall be made by
Distributor.  Thereafter, Distributor shall submit final samples of all Articles
and  Materials  to  Signatures  for filial  approval.  With  respect to all such
samples which have received  Signatures'  final approval,  Distributor shall not
depart therefrom in any respect, without Signatures' prior written approval.

         9.4 Distributor shall furnish to Signatures,  at cost, a minimum of six
(6) samples of each finished  Article from the first  production  run,  together
with  its  packaging  and  promotional   materials.   Distributor  shall  permit
Signatures to inspect the production of the Articles on  Distributor's  premises
at all  reasonable  times,  to ensure that the  provisions of this Agreement are
being fully complied with.

         9.5  Distributor  acknowledges  that if the Articles  were proven to be
unsafe or were of  inferior  quality in design,  material  or  workmanship,  the
substantial  value and goodwill which Licensors and Signatures have built up and
now possess in the Proprietary Subject Matter would be impaired. Accordingly, it
is an essential  condition of this Agreement,  and Distributor  hereby covenants
and  agrees:  that  the  Articles  shall be safe for  use,  free of  defects  in
materials and workmanship,  fit for their intended purpose, and of such quality,
style and appearance as the final approved samples submitted to Signatures; that
such Articles will be manufactured,  packaged,  sold, distributed and advertised
in accordance with all applicable (whether national,  federal, state, provincial
or local) laws; and that the policy of sale, distribution and/or exploitation by
Distributor  shall  be of  high  standard  and  to  the  best  advantage  of the
Proprietary  Subject  Matter  and  that  the same  shall  in no  manner  reflect
adversely  upon  the  good  name of  Signatures,  any of the  Licensors,  or the
Proprietary Subject Matter.

      10.  RESERVED RIGHTS.

     10.1  Signatures  shall not be prevented  from  granting  third parties the
right to use the Proprietary to use the Proprietary Subject Matter in any manner
whatsoever, except as otherwise provided herein.

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         10.2     Signatures  reserves  all  rights  not  expressly  granted  to
Distributor hereunder.

         10.3  Notwithstanding  anything  to  the  contrary  contained  in  this
Agreement,  this  Agreement is expressly  subject and  subordinate to any rights
each of the respective Licensors retain pursuant to his/her/its License. Nothing
in this Agreement is intended to conflict with,  affect,  or diminish the rights
of any  Licensor  pursuant  to  his/her/its  License.  Signatures  shall use its
reasonable efforts to :inform Distributor of any restrictions in a License which
would  conflict with or affect the rights  granted by Signatures  hereunder.  In
this  connection,  if Signatures is recluired under its License for a particular
Licensor  to stop  using  the  Proprietary  Subject  Matter  of  such  Licensor,
Distributor  sl-iall immediately stop making Articles embodying such Proprietary
Subject Matter and shall immediately,  or at the end of any applicable  sell-off
period specified in such License,  stop offering for sale, using or distributing
any such Articles.

         10.4  Notwithstanding  anything  to  the  contrary  contained  in  this
Agreement,  this  Agreement is expressly  subject and  subordinate  to any joint
venture,  partnership, or other arrangements Signatures has entered into, or may
enter  into in the  future,  in order to obtain  the  Merchandising  Rights of a
Licensor or with  respect to the artwork for a particular  Property.  Signatures
shall use its reasonable  efforts to inform Distributor of any such arrangements
to the  extent  they  would  conflict  with or  affect  the  rights  granted  by
Signatures hereunder.

         10.5  Notwithstanding  anything  to  the  contrary  contained  in  this
Agreement,   Distributot,   acknowledges   that  when  Signatures  acts  as  the
merchandising  licensing  agent for a Property,  it has a fiduciary  duty to the
Licensor thereof to fully exploit the  merchandising  potential of the Property.
Such duty may require  Signatures to grant  alternative or additional  competing
licenses to other Merchandise  manufacturing companies. If Signatures determines
that this action is necessary, then the exclusive right granted in Paragraph 2.1
shall,  with  respect  to such  Property,  become  a  non-exclusive  righter  or
terminate altogether as specified by Signatures.  The Properties subject to this
Paragraph as set forth on the date hereof are  specified on Exhibit A,  attached
hereto and incorporated herein by this reference.

11. MANUFACTURE AND DISTRIBUTION

         11.1 The Proprietary Subject Matter may only be used in connection with
the manufacture, actual packaging and advertising of the Articles.

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         11.2  For  each  Licensor/  Distributor  shall  commence  distribution,
shipment  and  sale  of  substantial   quantities  of  Articles   embodying  the
Proprietary  Subject Matter thereof promptly following  Signatures'  approval of
the final samples of the Prototype and/or Preliminary Artwork therefor,  or such
later time period as may agreed to by Signatures  based on the  circumstances of
the  particular   Proprietary   Subject   Matter,   which  agreement  shall  not
unreasonably  be  withheld.  In the event that,  for any  particular  Property's
Proprietary  Subject matter,  substantial  quantities of Articles  embodying the
same have not promptly commenced to be distributed,  shipped, and sold, then the
exclusive  right and license  granted to  Distributor  pursuant to Paragraph 2.1
shall, with respect to such Property, become a nonexclusive right and license.

         11.3 The Proprietary  Subject Matter of each Licensor shall not be used
in conjunction with any other licensed name, character, symbol, design, likeness
or literary  or artistic  material,  except  that actual  representations  of an
Article and its packaging may be shown in advertising and catalogs showing other
articles sold by Distributor, provided such use is not made in a manner that may
be  likely  to cause  doubt or  confusion  in the mind of the  public  as to the
ownership of the Proprietary Subject Matter, and in no event may the Articles be
packaged for sale with other articles.

         11.4 During the Term,  Distributor shall (i) continue to diligently and
continuously  distribute,  ship and sell the Articles in the Territory, and (ii)
use its reasonable best efforts to make and maintain  adequate  arrangements for
the  distribution,  shipment  and sale  necessary  to meet the  demand  for such
Articles in the Territory.

12..     REPRESENTATIONS AND WARRANTIES;  NONCOMPETITION.

         12.1 Signatures  represents and warrants to Distributor as follows: (a)
Signatures owns or controls all rights in and to the Proprietary  Subject Matter
pursuant to the Licenses; (b) Signatures has the full right, authority and power
to enter into this  Agreement  and to  perform  all its  obligations  hereunder,
subject to any rights of a Licensor in his/her/its Licen,,e.

         12.2 During the Term,  Signatures shall use its best reasonable efforts
to arrange for the  distribution  of Articles at or about any of Licensor's live
performances  and/or  pursuant  to an insert in  Licensor's  CD  package or tour
program,  it being  acknowledged by Distributor that this Agreement is in no way
conditioned  on  Signatures  successfully  arranging  the  same and  failure  of
Signatures  to  arrange  the same  shall  not be  considered  a  breach  of this
Agreement by Signatures.

                                       132


<PAGE>





         12.3 Distributor  represents and warrants to Signatures as follows: (i)
Distributor  has full  power and  authority  to enter  into this  Agreement  and
perform its obligations herein; and (ii) Distributor's execution,  delivery, and
performance  of this  Agreement  will not infringe  upon the rights of any third
party or violate the  provisions  of any  agreement  to which  Distributor  is a
party.

         12.4 During the Term,  Distributor and Signatures will work together to
round out the collection of Articles by securing rights (on terms to be approved
by both parties) from various other musical artists themselves,  as well as from
competitors of Signatures such as GIANT  Merchandising,  Nice Man Merchandising,
Winterland Productions,  GEM (Great Entertainment  Merchandising),  and Brockum.
Both Distributor and Signatures agree that any agreements entered into by either
Distributor or Signatures with these musical artists or merchandising  companies
relating to Merchandise will be used only for purposes of expanding the business
generated  from this  Agreement.  In  addition,  all profits  made from any such
agreements  will be considered Net Profits under this Agreement and  distributed
accordingly.

13.   TERMINATION

         13.1  In  addition  to any  and  all  other  remedies  available  to it
hereunder,  Signatures  shall  have the  right  to  immediately  terminate  this
Agreement upon written  notice to Distributor  upon the occurrence of any of the
following:

         13.1.1 Distributor makes,  sells,  offers for sale, uses or distributes
any Article without having the prior written approval of Signatures as specified
in Paragraph 8.4 hereof.

         13.1.2  Distributor  becomes  subject to any  voluntary or  involuntary
order of any  government  agency  involving  the  recall of any of the  Articles
because of safety, health or other hazards or risks to the public.

         13.2  In  addition  to any  and  all  other  remedies  available  to it
hereunder, Signatures may terminate this Agreement upon the occurrence of any of
the  following  circumstances  which has not been cured  within seven days after
written notice thereof from Signatures to Distributor,  or if such  circumstance
cannot be cured within seven days,  then for such period as shall be reasonable,
provided  that  Distributor  is  capable  of curing  such  circumstance  and has
proceeded diligently to cure spn,,e:

                                       133


<PAGE>




           13.2.1 Distributor fails to immediately  discontinue the advertising,
distribution or sale of Articles which do not contain the appropriate copyright,
trademark, or other similar legal legend.

         13.2.2  Distributor  breaches any  provision of the  provisions of this
Agreement  relating to the  unauthorized  assertion of rights in the Proprietary
Subject Matter.

         13.2.3 Distributor fails to make timely payment of Royalties,  Licensor
Royalties,  or other  applicable  payments  when  due or  fails  to make  timely
submission of Royalty Reports when due.

         13.2.4        Distributor breaches any provision of Paragraph 2 hereof.

         13.3  In  addition  to any  and  all  other  remedies  available  to it
hereunder, Signatures may terminate this Agreement upon the occurrence of any of
the  following  circumstances  which has not been cured within thirty days after
written notice thereof from Signatures to Distributor,  or if such  circumstance
cannot be cured within thirty days, then for such period as shall be reasonable,
provided  that  Distributor  is  capable  of curing  such  circumstance  and has
proceeded diligently to cure same:

         13.3.1  Distributor  continues to make,  sell,  offer for sale,  use or
distribute  any  Article  after  receipt  of notice  from  Licensor  withdrawing
approval of same, pursuant to Paragraph 9.3.

         13.3.2    Distributor fails to obtain or maintain insurance as required
under Paragraph 8 hereof.

         13.3.3 A petition  in  bankruptcy  is filed by or against  Distributor;
Distributor is  adjudicated a bankrupt or insolvent,  or makes an assignment for
the benefit of  creditors  or an  arrangement  pursuant to any  bankruptcy  law;
Distributor   discontinues  its  business;   or  a  receiver  is  appointed  for
Distributor or Distributor's business and such receiver is not discharged within
thirty (30) days.

         13.3.4  Distributor  violates any of its other  obligations or breaches
any of its representations and warranties hereunder.

                                       134


<PAGE>



14.      EFFECT OF TERMINATION

         14.1 On expiration or  termination  of this  Agreement,  all Royalties,
Licensor  Royalties,  and other applicable payments shall be immediately due and
payable  without  set-off of any kind.  Except as noted in Paragraph 14.2 below,
Distributor shall immediately stop the manufacture, sale and distribution of all
Articles and shall send  Signatures a complete  inventory  report and accounting
with full  payment  due,  within  thirty (30) days after  sucl-i  expiration  or
termination.

         14.2 On expiration of this  Agreement  only,  Distributor  shall have a
period of ninety (90) days  commencing  with the  expiration  date,  in which to
sell-off  Articles  which are on hand or in process as of the  expiration  date;
provided, however, (a) Distributor complies with all the terms and conditions of
this Agreement,  including,  but not limited to, Distributor's obligation to pay
Royalties on and to account to Signatures for such sales (such  accounting to be
provided to  Signatures  within  fifteen (15) days after the  expiration  of the
sell-off  period),  (b)  Distributor  has not  manufactured  Articles  solely or
principally for sale during the sell-off period,  and (ii) Distributor has given
Signatures the  opportunity to purchase such Articles at  Distributor's  cost of
manufacture  thereof,  which  purchase  may be of some or all of such units,  in
Signatures'  discretion.  During the  sell-off  period.,  Signatures  may use or
license the use of the  Proprietary  Subject Matter in any manner,  at any time,
anywhere in the world.

         14.3 On expiration or termination of this Agreement, except as noted in
Paragraph  14.2 above,  Distributor  shall have no further right to exercise the
rights  licensed  hereunder or otherwise  acquired in relation to this Agreement
and such rights  shall  forthwith  revert to  Signatures.  All Artwork and other
materials supplied to Distributor by Signatures  hereunder,  and all Dies, shall
be  immediately  returned to  Signatures.  All remaining  Articles and component
parts thereof  shall be destroyed  and  Distributor  shall  promptly  deliver to
Signatures a certificate of destruction evidencing same. Distributor agrees that
(i) its failure to cease the manufacture,  sale and/or  distribution of Articles
upon the  expiration or  termination  of this Agreement will result in immediate
and  irreparable  damage to Signatures,  (ii) there is no adequate remedy at law
for such  failure and (iii) in the event of such  failure,  Signatures  shall be
entitled to injunctive relief.

                                       135


<PAGE>



15.     DEFINITIONS

         15.1 The following terms are defined in the Agreement in the Paragraphs
set forth below:

     TERM                      PARAGRAPH

     Agreement                 Preamble
     Artwork                   9.1

     Audit Deficiency                                                      5.2
     Distributor               Preamble
     Distributor Original and
     Derivative Artwork                                                    9.2
     Materials                 9.3

     Preliminary Artwork                                                   9.3
     Prototype                 9.3
     Royalties                 4.2

     Royalty Reports                                                       5.1
     Signatures                Preamble

     Supplier                  2.3
     Term                      3.1

         15.2 In addition, the following terms shall have the following meanings
for purposes of this Agreement:

         "ARTICLES"  shall mean  Merchandise  utilizing,  bearing,  or otherwise
relating to the Proprietary Subject Matter.

         "DIES"  shall  mean the  devices  used to shape or stamp an  object  or
material to create the Articles.

         "DOMESTIC  TERRITORY"  shall mean the  United  States of  America,  its
territories and possessions, and Canada.

         "INTERNATIONAL TERRITORY"  shall mean tl)e world excluding the Domestic
Territory.

         "LICENSE"  shall  mean a  merchandising  license  agreement,  effective
during the Term, by which a Licensor grants Merchandising Rights to Signatures.

                                      136


<PAGE>




         "LICENSOR"  shall mean a musical  artist who has granted  Merchandising
Rights to  Signatures  pursuant to a License.  In  addition,  on a  case-by-case
basis, Signatures may designate other entertainment properties which it controls
to be included within the definition of Licensor.

         "LICENSOR  ROYALTIES" shall mean the royalty rate payable by Signatures
to the applicable Licensor pursuant to such Licensor's License.

         "MERCHANDISE" shall mean, with respect to each Licensor,  commemorative
coins  in  gold,  silver,   and  non-precious   metals,  in  various  sizes  and
presentation formats as approved by Signatures,  at retail pi- ices ranging from
$10.00 to $500.00,  subject to any  restrictions  specified  in such  Licensor's
License.

         "MERCHANDISING  RIGHTS" shall mean the right to utilize the Proprietary
Subject  Matter  owned by a  particular  Licensor on or in  connection  with the
manufacture, distribution, sale, advertisement and/or promotion of Articles.

         "NET  LOSSES"  shall  mean the amount by which (b)  exceeds  (a) in the
definition of Net Profit.

         "NET PROFIT" shall mean an amount equal to (a) the total gross revenues
received  by  Distributor  (INCLUDING  ANY  SHIPPING  AND  HANDLING  CHARGES) OR
SIGNATURES  (IF  APPLICABLE),  LESS (b) the sum of the following  expenses:  (i)
returns and allowances,  (ii) the applicable  Licensor  Royalties;  (iii) actual
shipping,  packaging,  and handling for the  Articles  themselves,  (iv) Product
Costs;  (v)  Tariffs  and Taxes;  (vi) the  actual  cost of Dies;  (vii)  actual
out-of-pocket  sampling  costs  incurred  pursuant to Paragraph 9.3 and 9.4; and
(viii) fees  charged by a venue for the right to sell  Articles at a  Licensor's
live performances,  and all vending expenses  associated  therewith.  No expense
deductions  shall  be  made  from  revenues  for  Distributor's  finance  costs,
warehousing  costs,  storage  costs,   distribution  costs,  corporate  overhead
including, but not limited to, management and supervisory personnel, or in-house
direct selling costs. In situations  where  Distributor is not selling  Articles
through its established distribution channels, the parties may mutually agree in
writing upon additional  deductions from gross revenues,  which may include, for
example,  third party  catalog  development,  fulfillment  and customer  service
support  expenses (for example,  in the situation of album or program  inserts);
third party  selling  expenses (for example,  third party  participations),  and
direct marketing expenses (for example, for tradeshows or print advertising).

         "PRODUCT COSTS" shall mean shall mean the direct manufacturing costs of
the Articles  charged to  Distributor,  as  specified  on the Schedule  attached
hereto,  as the same may be amended from time to time.  The parties  acknowledge
and agree that  Distributor  solely  shall bear the  Product  Costs of  Articles
manufactured  but not sold,  but that the cost of any  unsold  inventory  may be
deducted for purposes of calculating Net Profit; provided,  however, that unsold
inventory which is then reused as other products

                                       137


<PAGE>



by  Distributor  shall not be so deducted (for example,  if an Article is melted
down and reused as another product).

         "PROPERTY"  shall mean,  for each License,  the musical artist or group
which is the subject of the License.

         "PROPRIETARY  SUBJECT MATTER" shall mean, for each Property,  the name,
symbols,  logos,  trademarks,  designs,  copyrights,  likenesses  and/or  images
thereof,  subject to the terms and conditions  upon which the rights thereto are
owned or controlled by Signatures pursuant to the applicable License.

        "TARIFFS AND TAXES" shall mean all sales taxes, tariffs, levies, duties,

assessments, surcharges, ad valorem taxes and other impositions paid or incurred
by Distributor  that are directly  related to Product  Costs.  Tariffs and Taxes
specifically excludes income taxes.

         "TERRITORY"  shall mean the Domestic 'Territory and  the  International
Territory.

16. NOTICES. All notices, demands, contracts or waivers hereunder shall be given
in writing by mail, messenger,  overnight air courier or telecopier addressed as
indicated below or as otherwise indicated in writing by a party hereto. The date
of messengering or telecopying shall be deemed to be the date of service.  Three
(3)  business  days from the date of  mailing  shall be deemed to be the date of
service for mailed notices.  One (1) business day from the date of overnight air
courier  handling shall be deemed to be the date of service for courier  handled
notices.

           IF TO SIGNATURES:

           Mail and
           Messenger:      Sony Signatures !nc.
                           Two Bryant Street
                           San Francisco, CA 94105
                           Attention: Senior Vice President, Business
                                      Affairs and General Counsel
                           Telecopier: (415) 247-7407


                                       138


<PAGE>



         IF  TO DISTRIBUTOR:
         Mail and
         Messenger:        Liberty Mint
                           651 Columbia Lane
                           Provo, Utah 84604
                           Attention:  Mr. Larry Ruff, President
                           Telecopier: (801) 377-7832

17. NO MODIFICATION;  WAIVER.  The terms of this Agreement shall not be modified
except by an agreement in writing  signed by both parties  hereto.  No waiver by
either party of a breach or default  hereunder  shall be deemed a waiver by such
party of a subsequent breach or default of a like or similar nature.

18. ENTIRE AGREEMENT. This Agreements all constitute the entire understanding of
the  parties  with  respect to the  subject  matter,  superseding  all prior and
contemporaneous promises, agreements and understandings, whether written or oral
pertaining thereto.

19. RELATIONSHIP OF THE PARTIES. This Agreement does not appoint either party as
the agent of the other party,  or create a partnership of joint venture  between
the parties.

20. GOVERNING LAW. This Agreement shall be construed and interpreted pursuant to
the laws of the State of  California,  and the parties hereto submit and consent
to the jurisdiction of the courts of the State of California,  including Federal
Courts located therein,  should Federal jurisdiction  requirements exist, in any
action   brought  to  enforce  (or  otherwise   relating  to)  this   Agreement.
Notwithstanding  the preceding  sentence,  nothing  contained in this  Agreement
shall preclude  Signatures from bringing an action in any  appropriate  forum to
enforce the terms and provisions of this Agreement. Distributor also consents to
service  of  process  in any  manner  permitted  by the  laws  of the  State  of
California.

21.  SEVERABILITY.  If any  provision  of this  Agreement  is held by a court of
competent  jurisdiction to be unenforceable,  such decision shall not affect the
validity or enforceability of any of the remaining  provisions,  which remaining
provisions shall continue to have full force and effect.

22.  CONFIDENTIALITY.  The parties hereto shall keep the terms of this Agreement
confidential and shall not deliberately  disclose information  regarding but not
limited to  Royalties,  Advances,  and gross  sales of  Articles,  other than to
agents,  employees and representatives as necessary for the performance of their
respective obligations herein.

                                       139


<PAGE>






23. COUNTERPARTS.  This Agreement may be executed in any number of counterparts,
each of which  shall be deemed to be an  original  and all of which  together  .
shall be deemed to be one and the same Agreement.

24. FURTHER ASSURANCES.. The parties hereto shall execute such further documents
and perform  such  further  acts as may be necessary to comply with the terms of
this Agreement and consummate the transactions herein provided.

25. HEADINGS.  The headings  contained in this Agreement are for convenience and
reference  purposes only.  They do not form a part hereof and sl-iall not affect
the meaning or interpretation of this Agreement.

         IN WITNESS WHEREOF,  the pirties hereto have executed this Agreement or
caused it to be executed on their behalf as of the day first above written.

                                      SONY SIGNATURES INC.

                                      BY:       /S/ CARL E. WALTER
                                         --------------------------------
                                      TYPE OR PRINT NAME:  CARL E. WALTER
                                      TITLE:      SR. VP

                                      LIBERTY MINT

                                      BY:       /S/ LARRY RUFF
                                         --------------------------------
                                      TYPE OR PRINT NAME:  LARRY RUFF
                                      TITLE:    PRESIDENT

                                       140


<PAGE>



FROM  Liberty Mint       PHONE N0. : 801 377 7832        Oct. 31 1996 05:09PM P2






                                    EXHIBIT A

                            PARAGRAPH 10.5 PROPERTIES


The Beatles
The Blues Brothers (House of Blues)
John Lennon
Grateful Dead utilizing Rick Griffin artwork
Janis Joplin






Sony Signatures by

/s/ Carl E. Walter
-------------------

Liberty Mint by

/s/ Larry Ruff - President
---------------------



OCT 31 '96 16:09                                           801 377 7832 PAGE.002

                                       141


<PAGE>



FROM : Liberty Mint        PHONE NO. : 801 377 7832      Oct. 31 1996 05:10PM P3


                                    EXHIBIT B

                            Schedule of Product Costs

      Minting fees calculated at 3/4 of minimum price schedule

      Dies,  Metal,  packaging,  and other product  materials will be charged at
      actual  cost.  Sample  minting  costs based on various  quantity  runs for
      silver one ounce size  MINIMUM  MINTING FEE  PRICING - EFFECTIVE  MARCH 1,
      1995

                    Qty. Run        100      500     1,000     2,000      5,000

                    QUALITY

       Minimum      Proof          5.96     5.03      4.48      4.36       4.27
       Pricing      Proof-Like     2.98     2.74      2.43      2.37       2.31


      SONY MINTING FEE PRICING (BASED ON 3/4 OF MINIMUM  PRICING)

                    Qty. Run        100      500     1,000     2,000      5,000

                    QUALITY

       Minimum      Proof          4.47     3.77      3.36      3.27       3.20
       Pricing      Proof-Like     2-24     2.06      1.82      1.78       1.73


      SELECTED PACKAGING COSTS (BASED ON Current Costs):

           One ounce size acrylic airtight capsule                         0.19
           One coin velvet gift box (standard black)                       0.90
           One coin velvet gift box (custom color)                         0.97
           Custom puff silk screening                                      0.50
           Gold Select Plating (per side)                                  7.50
           Four Coin Box                                                   1.75
           Cardboard Sleeve for Four Coin Box                              0.09

Sony Signatures by

/s/ Carl E. Walter

Liberty Mint by

/s/ Larry Ruff - President

OCT 31 '96 16:09       10/31196 04:05 PM  PRODCOST.WK4    801 377 7832 PAGE.003


                                       142