EXHIBIT 10.26









                       Licensed Book Publishing Agreement

                                     Between

                           Disney Licensed Publishing

                                       and

                      Golden Books Publishing Company, Inc.

                             Dated December 12, 1998







Note:   Portions of this Agreement have been intentionally omitted pursuant to a
        confidential treatment request and are separately filed with the
        Commission.













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                                      INDEX
                                                                          Page 
                                                                         Number

1.       DEFINITIONS.......................................................... 1
         1.1      "Licensed Property"......................................... 1
         1.2      "Book"...................................................... 1
         1.3      "Term"...................................................... 1
         1.4      "Distribution Period"....................................... 1
         1.5      "Territory"................................................. 1
         1.6      "Royalties"................................................. 2
         1.7      "Royalty Payment Period".................................... 4
         1.8      [Intentionally omitted pursuant to a confidential 
                  treatment request and separately filed with the 
                  Commission]................................................. 4
         1.9      "Guarantee"................................................. 4
         1.10     "Promotion Commitment"...................................... 5
         1.11     "Affiliate"................................................. 6
         1.12     "Laws"...................................................... 6
         1.13     "Suppliers"................................................. 7
         1.14     [Intentionally omitted pursuant to a confidential 
                  treatment request and separately filed
                  with the Commission]........................................ 7

2.       GRANT OF RIGHTS...................................................... 7

3.       ADVANCE............................................................. 10

4.       GUARANTEE........................................................... 10

5.       PUBLICATION, PRESS RUN & FREE COPIES................................ 11

6.       CONTENT............................................................. 11

7.       PRE-PRODUCTION APPROVALS............................................ 12

8.       APPROVAL OF PRODUCTION SAMPLES...................................... 13

9.       THIRD PARTY APPROVALS............................................... 15

10.      COMPLIANCE WITH APPLICABLE LAWS AND STANDARDS....................... 15

11.      PRINTING AND/OR MANUFACTURING BY THIRD PARTIES...................... 18

12.      ADVERTISING......................................................... 20

13.      PROMOTION COMMITMENT................................................ 20

14.      COMMON MARKETING FUND............................................... 20

15.      OWNERSHIP........................................................... 21

16.      COPYRIGHT NOTICE.................................................... 23

17.      REGISTRATIONS....................................................... 24

<PAGE>


18.      UNLICENSED USE OF LICENSED PROPERTY................................. 24

19.      WARRANTIES AND INDEMNITIES.......................................... 25

20.      INSURANCE........................................................... 27

21.      STATEMENTS AND PAYMENT OF ROYALTIES................................. 27

22.      INTEREST............................................................ 31

23.      AUDITS AND MAINTAINING RECORDS...................................... 32

24.      WITHDRAWAL OF LICENSED MATERIAL..................................... 33

25.      TERMINATION......................................................... 33

26.      RIGHTS AND OBLIGATIONS UPON EXPIRATION OR TERMINATION............... 35

27.      NON-ASSIGNABILITY................................................... 37

28.      NOTICES............................................................. 39

29.      MUSIC............................................................... 40

30.      GOODWILL............................................................ 40

31.      RELATIONSHIP........................................................ 41

32.      CONSTRUCTION........................................................ 41

33.      MODIFICATIONS OR EXTENSIONS OF THIS AGREEMENT....................... 41

34.      RESERVATION OF RIGHTS............................................... 41

35.      WAIVERS............................................................. 41

36.      SEVERABILITY........................................................ 41

37.      CHOICE OF LAW AND FORUM............................................. 42

38.      EQUITABLE RELIEF.................................................... 42

39.      POWER TO SIGN....................................................... 42

40.      CONFIDENTIALITY..................................................... 42

41.      PREVIOUS AGREEMENTS................................................. 43

42.      SURVIVAL OF OBLIGATIONS............................................. 44


<PAGE>

                       LICENSED BOOK PUBLISHING AGREEMENT


This book  publishing  license  agreement (the  "Agreement")  dated December 12,
1998, is made by and between Buena Vista Books,  Inc.,  doing business as Disney
Licensed Publishing  ("Licensor") located at 500 S. Buena Vista Street, Burbank,
California  91521 and Golden Books  Publishing  Company,  Inc.,  a  wholly-owned
subsidiary of Golden Books Family  Entertainment,  Inc.  ("Licensee") located at
888 Seventh Avenue, New York, NY 10019.

1.   DEFINITIONS

     1.1   "Licensed  Property"  means the  characters  set forth in Schedule A,
           which is attached hereto and  incorporated  herein by this reference.
           It is hereby  mutually  acknowledged  and  agreed  that the  Licensed
           Property shall not include any  characters  the publishing  rights to
           which  Licensor does not own and that  Licensee's use of the Licensed
           Property  is subject to  Licensor's  rights of approval as more fully
           set forth in this Agreement.

     1.2   "Book"  means the book(s)  described  in Schedules B and C, which are
           attached hereto and  incorporated  herein by this  reference,  in the
           English  language as  developed  by  Licensee.  For  purposes of this
           Agreement,  the term "Book"  shall not include  educational  books or
           educational workbooks.

     1.3   "Term" means the period  commencing  December  12,  1998,  and ending
           September 30, 2000. Subject to Subparagraph 2.7 below, the Term shall
           not be extended or  continued  beyond such date,  by  implication  or
           otherwise, than by a separate written agreement newly entered into.

     1.4   "Distribution  Period"  means the  following  period during which the
           Book  shall  be  distributed   and  available  for  purchase  in  the
           distribution  channels authorized pursuant to Subparagraph 2.3 below:
           December  12,  1998  through the end of the Term,  and any  extension
           thereof.  Without limiting the foregoing,  Licensee agrees to use its
           best efforts to distribute any Book the  publication of which is tied
           to the release (or  re-release)  in any medium (e.g.,  home video and
           motion picture) of a Disney- branded feature animation or live action
           movie on or about the official release date for the overall licensing
           program  established  for that  movie,  but in no event prior to such
           official release date.

     1.5  "Territory"  means  Canada,  the United  States,  United  States  PX's
          wherever  located,  and United  States  territories  and  possessions,
          excluding Puerto Rico, Guam,  Commonwealth of Northern Mariana Islands
          and Palau.

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Golden Books Publishing Company, Inc.
Agreement dated December 12, 1998
Page 2


     1.6   "Royalties" means a royalty in the amounts set forth below:

           (i)      The royalty rates set forth in Schedule C, which is attached
                    hereto and incorporated herein by this reference.

           (ii)     On sublicenses  (all  sublicenses  are subject to Licensor's
                    prior written approval pursuant to Subparagraph 27.4 below),
                    Licensee shall pay Licensor a royalty rate of [Intentionally
                    omitted  pursuant to a  confidential  treatment  request and
                    separately  filed with the  Commission]  of  Licensee's  Net
                    Invoiced Billings for such sales of the Book;

           (iii)    For sales of the Book to book clubs,  book  fairs,  schools,
                    libraries  and other  educational  outlets (all of which are
                    subject to Licensor's prior written  approval) and "special"
                    sales (i.e.,  sales of the Book outside of the  distribution
                    channels  set forth  herein for which  Licensee  must obtain
                    Licensor's  prior  written  approval),  a  royalty  rate  of
                    [Intentionally  omitted pursuant to a confidential treatment
                    request  and  separately   filed  with  the  Commission]  of
                    Licensee's Net Invoiced Billings if the sales are based on a
                    sublicense  sale, or  [Intentionally  omitted  pursuant to a
                    confidential treatment request and separately filed with the
                    Commission] of the applicable royalty rate for sales made on
                    an  "inventory/all-in  basis"  (i.e.,  when the Book is sold
                    directly from Licensee's inventory stock to the purchaser).

           (iv)     For sales of "Golden Value"  versions of the Book, for which
                    Licensee must obtain  Licensor's prior written  approval,  a
                    royalty  rate  of  [Intentionally   omitted  pursuant  to  a
                    confidential treatment request and separately filed with the
                    Commission] of the  applicable  royalty rate as set forth in
                    Schedule C hereto.

           (v)      "Net Invoiced Billings" means the following: actual invoiced
                    billings   (i.e.,   gross  sales   quantity   multiplied  by
                    Licensee's  selling  price) for copies of the Book sold, and
                    all other  receivables of any kind  whatsoever,  received in
                    payment for the Book, whether received by Licensee or any of
                    Licensee's  Affiliates,  except as provided in  Subparagraph
                    1.6(vi) below,  less  "Allowable  Deductions" as hereinafter
                    defined.   The  following  are  not  part  of  Net  Invoiced
                    Billings:  invoiced charges for  transportation  of the Book
                    within the Territory which are separately  identified on the
                    sales invoice, and sales taxes.

           (vi)     "Allowable   Deductions"   means   the   following:   volume
                    discounts,  and other  discounts  from the invoice price (or
                    post-invoice  credits)  unilaterally  imposed 
<PAGE>
Golden Books Publishing Company, Inc.
Agreement dated December 12, 1998
Page 3

                    in the regular  course of business by Licensee's  customers,
                    so long as Licensee documents such discounts (or credits) to
                    Licensor's   satisfaction.   In  the   event  a   documented
                    unilateral  discount  (or  credit) is taken with  respect to
                    combined  sales of the Book and other  products not licensed
                    by Licensor, and Licensee cannot document the portion of the
                    discount (or credit)  applicable  to the Book,  Licensee may
                    apply only a pro rata portion of the discount (or credit) to
                    the  Book.   Unilateral   discounts  or  credits  are  never
                    deductible  if  they  represent  items  listed  hereinbelow.
                    Without  limiting  the  generality  of  the  foregoing,  the
                    following are not Allowable  Deductions,  whether granted on
                    sales  invoices or  unilaterally  imposed as discounts or as
                    post-invoice  credits:  cash  discounts  granted as terms of
                    payment;  early payment  discounts;  allowances or discounts
                    relating to  advertising;  costs incurred in  manufacturing,
                    importing,  selling or advertising  the Book;  freight costs
                    incorporated in the selling price;  uncollectible  accounts;
                    mark down allowances,  new store  allowances,  and defective
                    goods allowances or allowances taken by customers in lieu of
                    returning goods.

           (vi)     Licensee  shall pay Royalties for sales of the Book based on
                    the royalty rates set forth in this Subparagraph 1.6.

           (viii)   No Royalties  will be payable on copies of the Book that are
                    provided gratis for review, promotion,  advertising, sample,
                    or similar  purposes  intended  to promote  the Book,  which
                    copies are not  intended  for sale,  up to a maximum of five
                    hundred (500) copies of each title of the Book. In addition,
                    no  Royalties  will be payable on free  copies  provided  to
                    Licensor pursuant to Subparagraph 5.3 of this Agreement.

           (ix)     It is intended that the royalty on sales of the Book covered
                    by  Subparagraphs  1.6 (ii),  (iii),  and (iv)  above  which
                    require the approval of Licensor  shall be agreed in writing
                    when  such  sale  is  approved.  If it is not so  agreed  in
                    writing,  the royalty  payable shall be the same as would be
                    payable if the Book had been sold  through the  distribution
                    channels  authorized  in  Subparagraph  2.3 below.  Licensee
                    shall submit all requests for approval for proposed sales of
                    the Book covered by Subparagraphs  1.6(ii),  (iii), and (iv)
                    to the Vice-President of Disney Licensed  Publishing (or his
                    or her designee) on the form  attached  hereto as Exhibit 5,
                    which  form may  change  from time to time.  Licensor  shall
                    endeavor to indicate  its  approval or  disapproval  of such
                    requests in a timely manner,  but such  approvals  should be
                    sought as early as possible.


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Golden Books Publishing Company, Inc.
Agreement dated December 12, 1998
Page 4


           (x)      With  respect  to  copies of the Book  sold in  Canada,  the
                    foregoing   Royalties   shall  be  computed   based  on  the
                    corresponding  price  of the  Book  as  sold  in the  United
                    States.

           (xi)     Royalties  reported  on sales of the Book  which  have  been
                    returned  to  Licensee  for  credit or refund and on which a
                    refund has been made or credit  memo  issued may be credited
                    against  Royalties  due.  The  credit  shall be taken in the
                    Royalty  Payment  Period  in which  the  refund  is given or
                    credit memo issued.  Unused credits may be carried  forward,
                    but in no event  shall  Licensee  be entitled to a refund of
                    Royalties.

     1.7   "Royalty  Payment  Period" means each calendar  monthly period during
           the Term, and during the Sell-off Period, if any.

     1.8   "Advance"[Intentionally  omitted pursuant to a confidential treatment
           request and separately filed with the Commission]

     1.9   "Guarantee"   [Intentionally   omitted  pursuant  to  a  confidential
           treatment request and separately filed with the Commission]

<PAGE>
Golden Books Publishing Company, Inc.
Agreement dated December 12, 1998
Page 5

     1.10 "Promotion  Commitment" means the following  promotional and marketing
          support which Licensee agrees to provide for the Book:

           (i)      Licensee  shall include the Book in its catalog,  if any, in
                    accordance  with the  following:  the catalogs  shall have a
                    separate  page or pages  showing all new formats and titles.
                    The Book shall in  addition  to being  included  in the main
                    index  of the  catalog  be  separately  indexed  in an index
                    listing all formats and titles of the Book. All such catalog
                    pages are subject to Licensor's prior written approval.

           (ii)     Licensee  shall make available  point-of-purchase  marketing
                    support  materials for all new theatrical and video releases
                    and, as it deems appropriate, for Disney-animated television
                    programs and brand  programs  covered by the Book.  All such
                    marketing  support materials are subject to Licensor's prior
                    written approval.


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Golden Books Publishing Company, Inc.
Agreement dated December 12, 1998
Page 6


           (iii)    Licensee   shall   endeavor   to   conduct   two  (2)  major
                    Territory-wide  in-store marketing promotions for any of the
                    character(s)   included  in  the   Licensed   Property,   at
                    Licensee's  sole  discretion,  during each year of the Term,
                    and any  extension  thereof,  and Licensor  will  contribute
                    without charge creative and marketing  direction  assistance
                    for such annual promotions.  Notwithstanding  the foregoing,
                    Licensee   acknowledges   the   importance  to  Licensor  of
                    supporting the  Disney-animated  feature releases.  All such
                    promotions are subject to Licensor's prior written approval.

           (iv)     Twice  each  calendar  year,   Licensee  agrees  to  provide
                    Licensor  with a detailed  sales,  marketing,  and  creative
                    program (the "Program")  specifying how Licensee  intends to
                    support and  promote  each of the  character  classes in the
                    Licensed Property (i.e., the "A" , "B" and "C" Properties as
                    set forth in Schedule A hereto). Licensee shall use its best
                    efforts to implement the Program presented to Licensor, with
                    the goal of meeting  Licensor's  expectation  and  intention
                    that Licensee will actively and mutually support each of the
                    character  classes in the Licensed Property in approximately
                    the following ratios:  [Intentionally  omitted pursuant to a
                    confidential treatment request and separately filed with the
                    Commission]  License  shall  provide  Licensor with complete
                    copies of all materials utilized in presenting the Program.

           (v)      All requests for approval  required under this  Subparagraph
                    1.10 shall be sought by Licensee  as early as  possible  and
                    should include all  information  necessary to allow Licensor
                    to make an informed  decision.  Licensor  shall  endeavor to
                    indicate its approval or  disapproval  of such requests in a
                    timely manner.

     1.11  "Affiliate" means, with regard to Licensee,  any corporation or other
           entity which directly or indirectly controls, is controlled by, or is
           under  common  control  with  Licensee;   with  regard  to  Licensor,
           "Affiliate"  means any  corporation or other entity which directly or
           indirectly controls,  or is controlled by, or is under common control
           with,  Disney  Enterprises,  Inc.  "Control"  of an entity shall mean
           possession,  directly or indirectly,  of power to direct or cause the
           direction of management or policies of such entity,  whether  through
           ownership of voting securities, by contract or otherwise.

     1.12  "Laws" means any and all applicable  laws,  rules,  and  regulations,
           including  but not limited to,  local and  national  laws,  rules and
           regulations,  treaties,  voluntary  industry  standards,  association
           laws,  codes or other  obligations  pertaining  to any of  Licensee's


<PAGE>
Golden Books Publishing Company, Inc.
Agreement dated December 12, 1998
Page 7


           activities  under this Agreement,  including but not limited to those
           applicable to the manufacture,  pricing, sales and/or distribution of
           the Book.

     1.13  "Suppliers"  means any of Licensee's  third-party  manufacturers  and
           suppliers  (and  their  sub-   manufacturers   and  suppliers)  which
           reproduce or use the Licensed  Property in the Book, or components of
           the Book, and/or which assemble the Book.

     1.14  [Intentionally  omitted pursuant to a confidential  treatment request
           and separately filed with the Commission]
           
2.   GRANT OF RIGHTS

     2.1   Subject  to the  terms  and  conditions  of  this  Agreement,  and in
           consideration for Licensee's promise to pay and Licensee's payment of
           all Royalties, Fees, Advances,  Guarantees, and Common Marketing Fund
           payments  required  hereunder,  Licensor  hereby  grants to Licensee,
           during the Term, the non- exclusive  right  throughout the Territory,
           to create,  print, bind,  market,  advertise,  publish,  and sell the
           English  language  version(s)  of the Book.  Licensee  shall have the
           right to publish  Licensee's  existing  backlist  of  "Sturdy  Shape"
           titles of the Book, plus up to six (6) new "Sturdy Shape" versions of
           the  Book per  each  year of the  Term;  provided,  however,  that no
           "Sturdy Shape" versions of the Book (including  backlist  titles) may
           utilize the Licensed  Property "WINNIE THE POOH". For purposes of the
           preceding  sentence,  "backlist  titles"  shall  include  all "Sturdy
           Shape"  titles  being  published  by  Licensee as of the date of this
           Agreement. The Licensed Property shall include Licensee's backlist of
           titles  to  the  Book;   provided,   however,   that  prior  to  such
           publication,  Licensor  shall  have the  opportunity  to  review  the
           backlist  and may require  Licensee to update the artwork  and/or any
           other creative  aspects of the Book  (including,  but not limited to,
           the  interior  art and  covers)  so as to be fresh  and  current,  to
           conform  to  all  new  or  updated   publishing   reference  material
           guidelines,  to comply with any  material  changes in  character  art
           styles or  standards  introduced  by  Licensor,  to conform  with all
           material  branding  initiatives  of Licensor,  or to maintain all art
           quality standards as required by Licensor, to be determined solely at
           Licensor's discretion, so long as such creative aspect(s) of the Book
           were  not  previously  approved  by  Licensor  within  the  preceding
           twenty-four  (24) months.  During the first twelve (12) months of the
           Term, the parties hereby agree to conduct a review of the backlist of
           those titles of the Book which Licensee  intends to seek approval for
           publication   pursuant  to  this   Agreement.   Licensor   shall  not
           unreasonably  withhold its approval of backlist  titles  submitted by
           Licensee.  Notwithstanding  the  foregoing,  Licensee may continue to
           publish  those  backlist  titles or group of  backlist  titles  which
           Licensee  is  actively  publishing  as of the date of this  Agreement
           until such time as

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Golden Books Publishing Company, Inc.
Agreement dated December 12, 1998
Page 8

           Licensor  notifies  Licensee of its desire to exercise  the  approval
           rights  set forth  hereinabove  with  respect  to a title or group of
           titles.

     2.2   Licensee shall use its  reasonable  best efforts to maximize sales of
           the Book in the Territory  during the Term (or any renewal  thereof),
           and to  support  the  Licensed  Property  and each of the  properties
           contained therein in a focused,  substantive,  and meaningful way and
           Licensor agrees to accord due consideration to Licensee in connection
           with Licensor's marketing and promotional planning and efforts and to
           assess and consult  with  Licensee  regarding  the impact  Licensor's
           other  licensed  publishing  plans may have on Licensee's  activities
           under  this   Agreement.   [Intentionally   omitted   pursuant  to  a
           confidential   treatment   request  and  separately  filed  with  the
           Commission].

           Further,  Licensor  shall not be obligated to offer to Licensee,  any
           color and activity or storybook  concepts or ideas to the extent such
           disclosure  violates any applicable  Laws,  professional  obligations
           customary in the  publishing  industry,  and/or based on a reasonable
           and good faith  determination by Licensor,  constitutes  confidential
           proprietary  information  or trade  secrets  of  Licensor  or a third
           party.

     2.3   The  Book  may be  sold  only  to  department  stores,  gift  stores,
           specialty  retail  stores,  mass  market  stores,   discount  stores,
           supermarkets,  drug stores,  convenience stores, toy stores,  airport
           stores,  warehouse clubs,  major and independent book stores and book
           store  chains,  wholesalers  and jobbers,  and book  wholesalers  and
           jobbers  who may sell to  schools,  libraries  and other  educational
           outlets.  If there is a question as to whether a particular  customer
           falls  within  any  of the  categories  specified  above,  Licensor's
           determination  shall be  binding.  Licensee  may not sell the Book to
           retailers that sell the Book on a duty-free  basis, or to wholesalers
           for resale to such retailers,  unless such retailer or wholesaler has
           a  then-current  license  agreement  with Licensor or an Affiliate of
           Licensor permitting it to make such duty-free sales. In addition, the
           Book may not be sold by direct marketing methods,  which include, but
           are  not  limited  to,  computer  on-line   selling,   home  shopping
           television  programs,  direct  mail  and  door-to-door  solicitation.
           Licensee shall make all  solicitations,  sales and collections solely
           in its own name and in accordance with all applicable Laws.  Licensee
           agrees  not to sell  the  Book,  including  any  part  or  adaptation
           thereof,  otherwise than as herein provided without  Licensor's prior
           written approval.

     2.4   The Book shall not be used or sold to others  for use as a  giveaway,
           fundraiser,  or to customers for inclusion in another product, or for
           lotteries, premiums, promotions, sweepstakes, or advertising purposes
           in connection with other  publications or articles,  or to sell other
           products, without the prior written consent of Licensor.


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Golden Books Publishing Company, Inc.
Agreement dated December 12, 1998
Page 9

     2.5   The   prohibition   of  computer   on-line   selling   referenced  in
           Subparagraph 2.3 above includes,  but is not limited to, the display,
           promotion  or offering of the Book in or on any on-line  venues (e.g.
           Websites),  except as  specifically  permitted in the  following  two
           sentences.  With  Licensor's  prior  written  permission,   the  Book
           approved   by   Licensor   may   be   displayed   and   promoted   on
           Disney-controlled   on-  line  venues,  only  within  the  Territory.
           Licensee  may sell the Book to  retailers,  within  the  channels  of
           distribution  authorized  pursuant to Subparagraph  2.3, who sell the
           Book in or on such  retailer's  own  Website.  In the  event any such
           retailer is  displaying  and/or  selling the Book in an  unauthorized
           manner,  Licensee  agrees to cooperate  with  Licensor in  Licensor's
           efforts to prohibit such unauthorized activity.

     2.6   Licensee recognizes and acknowledges the vital importance to Licensor
           of the characters and other proprietary material owned and created by
           The Walt Disney Company and its Affiliates  (collectively referred to
           herein as "Disney") and the association of the Disney name with them.
           In order to prevent  the  denigration  of Disney's  products  and the
           value of their  association  with the  Disney  name,  and in order to
           ensure the  dedication  of  Licensee's  best  efforts to preserve and
           maintain that value,  Licensee  agrees that,  during the Term and any
           extension   thereof,   Licensee  will  neither  itself   manufacture,
           advertise,  promote,  merchandise,   display,  package,  sell  and/or
           distribute (nor permit any  sublicensee,  distributor or other person
           or entity to do so) (a) any non-Disney  product,  in such a manner as
           to imply an association with Disney and/or its proprietary  material,
           (b) any  published  product  which  contains  any  artwork  or  other
           representation not owned by Disney, but which Licensor determines, in
           its  reasonable   discretion,   is  confusingly   similar  to  Disney
           characters or other Disney proprietary  material,  (c) any book which
           contains any  non-Disney  owned images of a character for which there
           is a Disney-owned image, or (d) any product containing material which
           Licensor  determines,  in its sole discretion,  is lewd,  lascivious,
           obscene,  offensive,  defamatory or otherwise  injurious to Disney or
           the  Disney  name,  business,   products,  or  proprietary  material.
           [Intentionally  omitted pursuant to a confidential  treatment request
           and separately filed with the Commission].

     2.7   Provided that all of the following  conditions are met:  (i) Licensee
           has  complied  with  all  terms  and  conditions  of this  Agreement,
           including  without  limitation  Subparagraph  1.10(iv) above, and its
           Guarantee obligation, as set forth in Subparagraph 1.9 above, for the
           period  commencing  October 1, 1999,  and ending  September 30, 2000,
           (ii)  Licensee   or  Licensee's  parent  company  has  consummated  a
           pre-packaged  plan of  reorganization on terms acceptable to Licensor
           on or before June 30, 1999 -- then this Agreement  shall renew for an
           additional  twelve (12) month period  commencing  on October 1, 2000,
           and ending September 30, 2001,  unless 

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Golden Books Publishing Company, Inc.
Agreement dated December 12, 1998
Page 10


           either party advises the other in writing before April 15, 2000, that
           it determines not to renew.

     2.8   Licensor may during the Term of this Agreement determine to license a
           new category of educational  workbooks.  In the event Licensor agrees
           to do so, prior to licensing the publication of such books,  Licensor
           shall provide  Licensee with the opportunity to present  proposals to
           become a  licensed  publisher  for this new  product  category  . For
           purposes of clarity,  any educational  workbooks licensed to Licensee
           by Licensor  under this  Subparagraph  shall be subject to a separate
           written agreement to be mutually negotiated by the parties, and shall
           not be included within the meaning of "Book" under this Agreement and
           shall not apply  towards  meeting  Licensee's  Advance and  Guarantee
           obligations under this Agreement.

     2.9   Nothing   contained  herein  shall  affect  any  of  the  rights  and
           obligations of the rates under that certain  Warrant  Agreement dated
           September 26, 1997 (the "Warrant Agreement").

3.   ADVANCE

     3.1   Licensee  agrees to pay to Licensor  the  Advance,  which shall be on
           account of  Royalties  accruing  during the Term only,  and only with
           respect to sales in the  Territory;  provided,  however,  that if any
           part of the  Advance  is  specified  in  Subparagraph  1.8  above  as
           applying  to any  period  less than the Term,  such part  shall be on
           account of Royalties accruing during such lesser period only. If said
           Royalties  should be less than the  Advance,  no part of the  Advance
           shall be refundable.

     3.2   Royalties  accruing  during  the  Sell-off  Period,  if  any,  or any
           extension of the Term shall not be offset against the Advance, unless
           otherwise  agreed in  writing.  Subject  to  Subparagraph  1.9 above,
           Royalties accruing during any extension of the Term or any other term
           shall be offset  only  against an advance  paid with  respect to such
           extended term.

     3.3   Licensee shall pay the Fee on the date(s) set forth in Paragraph 1.14
           hereof.

4.   GUARANTEE

     4.1   Licensee  shall,  with  Licensee's  statement of account for the last
           Royalty  Payment  Period  of  each  Guarantee  period  set  forth  in
           Subparagraph  1.9 above,  pay Licensor  the amount,  if any, by which
           Royalties  paid with  respect  to sales in the  Territory  during the
           Guarantee  period fall short of the amount of the  Guarantee for that
           period.  

<PAGE>
Golden Books Publishing Company, Inc.
Agreement dated December 12, 1998
Page 11


           In addition, Licensee shall, with Licensee's statement of account for
           the last Royalty  Payment  Period of the Term,  or  immediately  upon
           termination if the Agreement is terminated prior to the expiration of
           the Term,  pay Licensor the amount,  if any, by which  Royalties paid
           with respect to sales in the Territory  during the Term fall short of
           the amount of the cumulative Guarantee.

     4.2   Advances,  if any, applicable to Royalties due on sales in the period
           to which the  Guarantee  relates  shall  apply  towards  meeting  the
           respective  Guarantees  for those  periods set forth in  Subparagraph
           1.9.

5.   PUBLICATION, PRESS RUN & FREE COPIES

     5.1   Licensee  agrees to  exercise  actively  the rights  granted  herein.
           Licensee shall publish the Book and shall keep a sufficient  quantity
           and  selection  of  titles  of the Book in print  and  available  for
           purchase  in  the  distribution   channels   authorized  pursuant  to
           Subparagraph 2.3 above,  during the Term of this Agreement,  in order
           to, at a minimum,  comply with Licensee's obligations as set forth in
           Subparagraphs  1.10 and 2.2 above.  Licensee shall notify Licensor in
           writing of the publication date(s) of the Book ninety (90) days prior
           to such publication date(s).

     5.2   Licensee  agrees  to print a  minimum  number  of  copies of the Book
           during the Term sufficient to meet the requirements of the Program.

     5.3   Licensee agrees to furnish to Licensor,  free of charge,  one hundred
           (100) copies of each title of the Book from the first shipment of the
           Book,  and to sell to  Licensor  at fifty  percent  (50%)  below  the
           published retail price any reasonable quantities of additional copies
           which  Licensor  requires for purposes  other than resale;  provided,
           however,  that if Licensor desires to purchase more than five hundred
           (500) copies of any title of the Book, Licensor shall advise Licensee
           of the reasons  for such  purchase.  Licensor  agrees not to purchase
           more than five  hundred  (500) copies of any title of the Book solely
           for  purposes  of giving  away such  copies to the  public  for free,
           without Licensee's prior written consent.  Two (2) of the free copies
           shall  be  delivered  by  Licensee   directly  to  Licensor's   legal
           department for copyright registration  purposes,  attention Copyright
           Paralegal,  The Walt Disney  Company,  500 South Buena Vista  Street,
           Burbank, California 91521-6365.

6.   CONTENT

All creative costs for the Book shall be borne by Licensee.  Notwithstanding the
foregoing,  Licensor agrees to cooperate with Licensee in the preparation of the
artwork and text for the Book. To that 


<PAGE>
Golden Books Publishing Company, Inc.
Agreement dated December 12, 1998
Page 12


end,  Licensor  agrees to make a good faith  attempt to  provide  Licensee  such
pre-existing artwork,  textual,  reproduction materials, and reference materials
in Licensor's  possession  as may be available  and which  Licensor and Licensee
deem suitable for inclusion in the Book. Licensee acknowledges that Licensor may
charge Licensee for the cost of the foregoing  materials or other costs incurred
in connection with the preparation of the Book.  Licensor shall make reasonable,
good faith  attempts to provide  Licensee with prior notice of any such charges,
including  the  estimated  amounts  thereof.  Estimates  of the charges for such
materials are available upon request.

7.   PRE-PRODUCTION APPROVALS

     7.1   All aspects of the Book and its contents (the "Materials"), including
           without  limitation,  concepts,  format  and size,  quality of paper,
           textual, artistic and photographic content,  printing, cover, notices
           (e.g., copyright,  trademark, logos), dust jacket (if any), slip case
           (if any),  audio elements (if any),  non- printed  components  (e.g.,
           PVCs, toys) (if any), and title, shall be subject to Licensor's prior
           review and written approval. Approval or disapproval of the Materials
           shall lie in Licensor's sole  discretion.  Licensee shall endeavor to
           submit the  Materials  and  requests  for approval or other action by
           Licensor early enough to avoid unnecessary time pressure on Licensor.
           Requests for approvals of the  Materials  must be  accompanied  by an
           approval  form  provided by  Licensor.  Licensor  shall  indicate the
           reasons for  disapprovals  and the changes needed to obtain approval.
           Any  approval  Licensor  may  give  will  not  constitute  or imply a
           representation  or belief by Licensor that such materials comply with
           any applicable Laws. Without limiting Licensor's right to approve the
           Materials under this Subparagraph 7.1, Licensor hereby recognizes and
           acknowledges  that Licensor's  timely  processing of the Materials is
           important to Licensee's ability to perform its obligations under this
           Agreement.   Licensee  hereby   recognizes  and   acknowledges   that
           Licensor's  ability to process the  Materials is often  dependent on,
           and subject to, extenuating factors,  including,  but not limited to,
           when  Licensee  submits  materials,  the  quality  of  the  materials
           submitted,  the volume of  materials  submitted  (including  by other
           licensees),  and the need or requirement for Licensor to consult with
           third parties to obtain certain approvals. In order to facilitate and
           expedite the process of submitting  and approving the Materials so as
           to meet the concerns of both  parties,  Licensor  and  Licensee  have
           agreed  upon,  a set  of  detailed  written  artwork  submission  and
           approval  policies  and  guidelines  (the  "Policy").   Licensor  and
           Licensee  shall  periodically  review and, as  necessary,  revise the
           Policy to ensure it is properly  functioning.  Licensor  and Licensee
           shall also give priority to establishing computer links to facilitate
           and improve upon the submission and approval of the Materials.


<PAGE>
Golden Books Publishing Company, Inc.
Agreement dated December 12, 1998
Page 13

     7.2   Subject  to the  provisions  set  forth  in the  Policy,  as early as
           possible,  and in any case before commercial  production of the Book,
           Licensee shall submit to Licensor for  Licensor's  review and written
           approval  all  aspects  of the  Book,  at  each  stage  of  creation,
           including,  but not limited to, any concepts  (covers and interiors),
           story outlines,  layouts,  rough pencils,  tight pencils,  final art,
           mechanicals,  pre-press  proofs (digital proof for mechanicals plus a
           film proof),  manuscript drafts,  finished  manuscripts and sample of
           paper stock and sound/electronics (if any), and shall supply from the
           first  print  run,  and  each  subsequent   print  run,  samples  for
           Licensor's  written  approval.  Licensee  shall ensure that each copy
           thereafter  printed  shall  conform in all  respects to what has been
           approved by Licensor and shall not ship or deliver copies of the Book
           which  do not so  conform.  If any  nonconforming  Book  is  sold  by
           Licensee,  Licensor may, in addition to any other remedies  available
           to  Licensor  (including,  but not limited  to,  termination  of this
           Agreement),  by written  notice  require such Book to be  immediately
           withdrawn from the market.  Licensee  acknowledges  that Licensor may
           not approve  concepts or artwork  submitted near the end of the Term.
           Licensee  further  acknowledges  that the fact that  artwork has been
           created by an artist  recommended by Licensor or by an artist who has
           worked  in the past on a Disney  publication  does not mean  that any
           such artwork will necessarily be approved in connection with the Book
           licensed hereunder.

8.   APPROVAL OF PRODUCTION SAMPLES

     8.1   Before shipping the Book to any customer,  Licensee agrees to furnish
           to Licensor,  from the first  production  run of each supplier of the
           Book, for Licensor's approval of all aspects thereof,  samples,  with
           packaging, if any, which shall conform to the approved pre-production
           samples.  Approval or disapproval of the artwork as it appears in the
           Book, as well as of the quality of the Book,  shall lie in Licensor's
           sole discretion and may, among other things, be based on unacceptable
           quality of the  artwork  or of any part of the Book as  manufactured.
           Any part not so  approved  shall be deemed  unlicensed,  shall not be
           sold and, unless  otherwise  agreed by Licensor in writing,  shall be
           destroyed.  Such  destruction  shall be attested to in a  certificate
           signed by one of Licensee's officers.  Production samples of the Book
           for which  Licensor  has  approved a  pre-production  sample shall be
           deemed approved, unless within twenty (20) days of Licensor's receipt
           of such production sample Licensor notifies Licensee to the contrary.
           Any approval of a production  sample  attributable  to Licensor shall
           not constitute or imply a  representation  or belief by Licensor that
           such production sample complies with applicable Laws.

     8.2   Licensee  agrees  to make  available  at no  charge  such  additional
           samples  of the Book as  Licensor  may from  time to time  reasonably
           request for the purpose of  comparison  

<PAGE>
Golden Books Publishing Company, Inc.
Agreement dated December 12, 1998
Page 14


           with earlier  samples or for Licensor's  anti-piracy  efforts,  or to
           test for compliance with  applicable  Laws, and to permit Licensor to
           inspect Licensee's  manufacturing operations and testing records (and
           those of Licensee's Suppliers) of the Book.

     8.3   Licensee  acknowledges  that Licensor may  disapprove any part of the
           Book  or a  production  run  of  the  Book  because  the  quality  is
           unacceptable to Licensor,  and accordingly,  Licensor recommends that
           Licensee  submit  production  samples to Licensor for approval before
           committing to a large original  production run or to purchase a large
           shipment from a new supplier.

     8.4   No  modification  of an  approved  production  sample  shall  be made
           without  Licensor's  further  prior written  approval.  The Book must
           conform in all respects to the  approved  production  samples.  It is
           understood that if in Licensor's  reasonable  judgment the quality of
           the Book as originally  approved has deteriorated in later production
           runs,  or if the Book has otherwise  been  altered,  Licensor may, in
           addition to other remedies  available to Licensor,  by written notice
           require such Books to be withdrawn immediately from the market.

     8.5   Any part of the Book not  meeting the  standard  of approved  samples
           shall be  destroyed  or all  Licensed  Property  shall be  removed or
           obliterated therefrom.

     8.6   Licensee is responsible for the consistent  quality and safety of the
           Book and its  compliance  with  applicable  Laws,  Licensor  will not
           unreasonably object to any change in the design of the Book or in the
           materials  used in the  manufacture  of the Book or in the process of
           manufacturing  the Book which Licensee advises Licensor in writing is
           intended to make the Book safer or more durable.

     8.7   Licensor  shall have the right,  by written  notice to  Licensee,  to
           require  modification  of any part of the Book  approved  by Licensor
           under this or any previous  agreement  between  Licensee and Licensor
           pertaining to the Licensed  Property.  Likewise,  if the Term of this
           Agreement   is   extended  by  mutual   agreement,   or  pursuant  to
           Subparagraph 2.7, Licensor shall have the right, by written notice to
           Licensee, to require modification of any part of the Book approved by
           Licensor  under this  Agreement.  It is  understood  that there is no
           obligation  upon either party to extend the Agreement,  except as may
           be provided in Subparagraph 2.7.

     8.8   If  Licensor  notifies  Licensee  of a  required  modification  under
           Subparagraph 8.7 above,  such  notification  shall advise Licensee of
           the nature of the changes required.  If the required  modification is
           material to the integrity of the Book,  the Licensed  Property in the
           Book,  and/or the Disney Property (as defined  below),  then Licensee

<PAGE>
Golden Books Publishing Company, Inc.
Agreement dated December 12, 1998
Page 15


           shall not accept any order for the Book until it has been resubmitted
           to Licensor  with such changes and  Licensee has received  Licensor's
           written  approval  of the Book as  modified.  However,  Licensee  may
           continue  to  distribute   Licensee's  inventory  of  the  previously
           approved  Book until such  inventory has been  exhausted  (unless the
           Book is dangerously defective, as determined by Licensor,

     8.9   Without limiting  Licensor's  approval rights under this Paragraph 8,
           the Policy  referenced in Subparagraph  7.1 shall include  provisions
           governing all submissions and approvals which are the subject of this
           Paragraph 8.

9.   THIRD PARTY APPROVALS

     9.1   No material which is owned by a third party or in which a third party
           has rights shall be embodied in the Book or used in conjunction  with
           the  Book,  unless  Licensor  has given  knowing  prior  approval  in
           writing,  such approval to be granted or withheld  within  Licensor's
           sole discretion. In the event that Licensor does so approve, Licensee
           shall obtain all necessary  licenses (and all other licenses required
           by Licensor) for the use of such material  (including but not limited
           to all audio elements, if any) in or in conjunction with the Book.

     9.2   Except with respect to material supplied by Licensor,  Licensee shall
           pay and be solely  responsible  for the payment of all obligations to
           third parties arising from the manufacture, distribution, advertising
           and sale of the Book,  including,  but not  limited  to,  payments to
           designers,  printers,  recording  artists,  musicians and  applicable
           unions and guilds, and shall pay or cause to be paid to the copyright
           proprietors of the material  referenced in Subparagraph 9.1 above, or
           to their  duly  authorized  agents,  all  royalties  and  other  sums
           (including the full statutory mechanical royalty rate if required for
           audio  material)  which may become due under and in  accordance  with
           said licenses and all applicable Laws.

     9.3   Licensee  understands that Licensor's  interim and final approvals or
           disapprovals  of the Book or any part of the contents of the Book may
           depend on whether necessary  permissions from third parties have been
           obtained.

10.  COMPLIANCE WITH APPLICABLE LAWS AND STANDARDS


     10.1  Licensee   covenants   that  the  Book  and  any  component   thereof
           distributed hereunder shall be of good quality and free of defects in
           design,  materials  and  workmanship,   and  shall  comply  with  all
           applicable  Laws, and such  specifications,  if any, as may have been
           specified in connection  with this Agreement and shall conform to the

<PAGE>
Golden Books Publishing Company, Inc.
Agreement dated December 12, 1998
Page 16


           sample thereof approved by Licensor.  Licensee covenants that it will
           comply  with  all  applicable  Laws  in  performing  this  Agreement,
           including but not limited to, those  pertaining  to the  manufacture,
           pricing, sale and distribution of the Book.

     10.2  Without  limiting  the  foregoing,  Licensee  covenants  on behalf of
           Licensee's  own  company,  and agrees to  require  all  Suppliers  to
           covenant by signing the Supplier's Agreement (referenced in Paragraph
           11 below), as follows:

           (i)      Licensee and the  Suppliers  agree not to use child labor in
                    the  manufacturing,  packaging or  distribution of the Book.
                    The term "child"  refers to a person  younger than the local
                    legal minimum age for  employment or the age for  completing
                    compulsory education, but in no case shall any child younger
                    than fifteen  (15) years of age (or  fourteen  (14) years of
                    age   where   local  law   allows)   be   employed   in  the
                    manufacturing,   packaging  or  distribution  of  the  Book.
                    Licensee and the  Suppliers  employing  young persons who do
                    not fall within the  definition of "children"  agree also to
                    comply with any Laws applicable to such persons.

           (ii)     Licensee  and the  Suppliers  agree  only to employ  persons
                    whose  presence is  voluntary.  Licensee  and the  Suppliers
                    agree not to use any forced or  involuntary  labor,  whether
                    prison, bonded, indentured or otherwise.

           (iii)    Licensee and the Suppliers agree to treat each employee with
                    dignity and  respect,  and not to use  corporal  punishment,
                    threats of  violence,  or other forms of  physical,  sexual,
                    psychological or verbal harassment or abuse.

           (iv)     Licensee  and the  Suppliers  agree not to  discriminate  in
                    hiring and employment practices, including salary, benefits,
                    advancement,  discipline, termination, or retirement, on the
                    basis of race, religion, age, nationality,  social or ethnic
                    origin,  sexual  orientation,  gender,  political opinion or
                    disability.

           (v)      Licensee  and  the  Suppliers   recognize   that  wages  are
                    essential to meeting  employees'  basic needs.  Licensee and
                    the  Suppliers  agree  to  comply,  at a  minimum,  with all
                    applicable  wage  and hour  Laws,  including  minimum  wage,
                    overtime,  maximum hours,  piece rates and other elements of
                    compensation,  and to provide legally mandated benefits.  If
                    local Laws do not provide for overtime pay, Licensee and the
                    Suppliers  agree to pay at least  regular wages for overtime
                    work.  Except  in  extraordinary   business   circumstances,
                    Licensee  and the  Suppliers  will not require  employees to
                    work  

<PAGE>
Golden Books Publishing Company, Inc.
Agreement dated December 12, 1998
Page 17


                     more than the  lesser of (a) 48 hours per week and 12 hours
                     overtime  or (b) the limits on regular and  overtime  hours
                     allowed by local law,  or,  where  local law does not limit
                     the hours of work,  the regular  work week in such  country
                     plus  12   hours   overtime.   In   addition,   except   in
                     extraordinary  business  circumstances,  employees  will be
                     entitled to at least one day off in every seven-day period.
                     Licensee and the Suppliers agree that, where local industry
                     standards are higher than  applicable  legal  requirements,
                     they will meet the higher standards.

            (vi)     Licensee and the Suppliers agree to provide  employees with
                     a  safe  and  healthy  workplace  in  compliance  with  all
                     applicable Laws, ensuring, at a minimum,  reasonable access
                     to potable water and sanitary  facilities,  fire safety and
                     adequate   lighting  and  ventilation.   Licensee  and  the
                     Suppliers  also agree to ensure that the same  standards of
                     health and safety are applied in any housing  they  provide
                     for employees.  Licensee and the Suppliers agree to provide
                     Licensor  with all  information  Licensor may request about
                     manufacturing,  packaging and  distribution  facilities for
                     the Book.

           (vii)    Licensee  and the  Suppliers  agree to respect the rights of
                    employees to associate, organize and bargain collectively in
                    a  lawful   and   peaceful   manner,   without   penalty  or
                    interference, in accordance with applicable Laws.

           (viii)   Licensee  and  the  Suppliers   agree  to  comply  with  all
                    applicable environmental Laws.

           (ix)     Licensee  and  the  Suppliers   agree  to  comply  with  all
                    applicable   Laws,   including   those   pertaining  to  the
                    manufacture, pricing, sale and distribution of the Book.

           (x)      Licensee  and the  Suppliers  agree  that  Licensor  and its
                    designated  agents  (including  third parties) may engage in
                    monitoring   activities  to  confirm  compliance  with  this
                    Paragraph 10, including  unannounced  on-site inspections of
                    manufacturing,  packaging and distribution  facilities,  and
                    employer-provided   housing,  such  inspections  to  include
                    reviews of books and records relating to employment  matters
                    and private  interviews  with  employees.  Licensee  and the
                    Suppliers  agree  to  maintain  on  site  all  documentation
                    necessary to demonstrate  compliance with this Paragraph 10.
                    Licensee agrees to promptly  reimburse Disney for the actual
                    costs of inspections performed pursuant to this Paragraph 10
                    when  any  of  Licensee's  manufacturing  facilities  or any
                    Suppliers do not pass the inspection(s).


<PAGE>
Golden Books Publishing Company, Inc.
Agreement dated December 12, 1998
Page 18


           (xi)     Licensee and the Suppliers agree to take  appropriate  steps
                    to ensure that the  provisions  of this code of conduct (the
                    "Code of Conduct") are communicated to employees,  including
                    the  prominent  posting of a copy of the Code of Conduct for
                    Suppliers  and  Licensees,  (copies  of which  are  attached
                    hereto  as  Exhibits  3 and  4,  respectively),  as  may  be
                    applicable,  in the local  language  and in a place  readily
                    accessible to employees at all times.

     10.3  Licensee  agrees to take  appropriate  steps,  in  consultation  with
           Licensor,  to develop,  implement and maintain procedures to evaluate
           and  monitor the  Suppliers  it uses to  manufacture  the Book or any
           components thereof,  and to ensure compliance with this Paragraph 10,
           including  but not limited to,  unannounced  on-site  inspections  of
           manufacturing,    packaging   and    distribution    facilities   and
           employer-provided  housing,  reviews of books and records relating to
           employment matters and private interviews with employees.

     10.4  Both before and after Licensee puts the Book on the market,  Licensee
           shall follow  reasonable  and proper  procedures for testing that the
           Book  complies with all  applicable  product  safety Laws,  and shall
           permit  Licensor's  designees to inspect testing,  manufacturing  and
           quality  control  records  and  procedures  and to test  the Book for
           compliance with product safety and other  applicable  Laws.  Licensee
           agrees to promptly  reimburse  Licensor  for the actual costs of such
           testing if the Book fails to comply  with such Laws.  Licensee  shall
           also give due consideration to any  recommendations  by Licensor that
           the Book  exceeds the  requirements  of  applicable  Laws.  Books not
           manufactured,  packaged or distributed in accordance  with applicable
           Laws  shall be deemed  unapproved,  even if  previously  approved  by
           Licensor,  and shall not be  shipped  unless and until they have been
           brought into full compliance therewith.

11.  PRINTING AND/OR MANUFACTURING BY THIRD PARTIES

     11.1  All film  positives/negatives and other reproduction material used in
           the manufacture of the Book shall be prepared only by Licensee, or by
           a third party under  Licensee's  control and who has been approved by
           Licensor  and  who  has  executed  and   delivered  to  Licensor  the
           Supplier's  Agreement in the form  attached  hereto as Exhibit 1, and
           the Book shall be printed  only by Licensee or by a printer  approved
           by Licensor  who has  executed  and  delivered  to Licensor  the said
           Supplier's  Agreement.  Licensor  hereby  approves the  Suppliers and
           printers identified on the list attached hereto as Exhibit 6.


<PAGE>
Golden Books Publishing Company, Inc.
Agreement dated December 12, 1998
Page 19


     11.2  Licensee shall, upon Licensor's request,  deliver to Licensor,  or to
           publishers designated by Licensor,  one or more duplicate sets of all
           film positives,  film negatives and other reproduction  material used
           in the manufacture of the Book, and Licensor or such  publishers,  as
           the case may be,  shall  reimburse  Licensee  for the actual  cost of
           duplicating  any such  materials  delivered as well as for the actual
           cost of removing  Licensee's trade dress from any such materials.  In
           no case shall the charge for such  material  exceed the lowest  price
           Licensee  charges  other  publishers  for similar  material.  Without
           limiting the  foregoing,  Licensor  shall not authorize any publisher
           who is licensed by Licensor to publish in the United States or Canada
           to  repurpose  any  covers  of the Book or to  repurpose  substantial
           quantities of artwork or text from the Book without  Licensee's prior
           consent.  The foregoing  sentence shall apply only to books published
           during  the Term and in the  Territory  which are  similar in format,
           price point, and distribution channel to the Book.

     11.3  Licensee  agrees to supply  Licensor  with the names and addresses of
           all of its own manufacturing  facilities for the Book. If Licensee at
           any time  desires  to have  any  non-printed  components  of the Book
           containing Licensed Property  manufactured by a third party,  whether
           the third  party is  located  within or outside  the  United  States,
           Licensee must, as a condition to the  continuation of this Agreement,
           notify  Licensor of the accurate  name and  complete  address of such
           Supplier and the Book or  components  involved and obtain  Licensor's
           prior  written  permission to do so. If Licensor is prepared to grant
           permission,  Licensor  will do so if Licensee and each of  Licensee's
           Suppliers  sign a  Consent/Manufacturer's  Agreement  in a form which
           Licensor  will  furnish to Licensee  and  Licensor  receives all such
           agreements properly signed.

     11.4  Licensor  shall use  reasonable  efforts not to disclose the names of
           Licensee's  Suppliers  to  third  parties,  including  Affiliates  of
           Licensor,  except as may be necessary to enforce Licensor's  contract
           rights or protect Licensor's trademarks, copyrights, and intellectual
           property.

     11.5  If any such Supplier utilizes the Licensed Property or trademarks for
           any unauthorized purpose,  Licensee shall cooperate fully in bringing
           such  utilization  to an immediate  halt. If, by reason of Licensee's
           not having supplied the above-mentioned agreements to Licensor or not
           having given  Licensor the name of any Supplier,  Licensor  makes any
           representation  or takes any action and is thereby  subjected  to any
           penalty or expense,  Licensee will fully compensate  Licensor for any
           cost or loss  Licensor  sustains  (in  addition to any other legal or
           equitable remedies available to Licensor).


<PAGE>
Golden Books Publishing Company, Inc.
Agreement dated December 12, 1998
Page 20


12.  ADVERTISING

     12.1  Licensee may, subject to receiving  Licensor's prior written approval
           in  each  case,  advertise  the  Book  in  newspapers,   periodicals,
           magazines and other  publications  and, in catalogs,  on  billboards,
           radio,  television or by other advertising or promotional techniques;
           provided,  however, that all photography,  artwork, text, scripts and
           storyboards  for all  advertising  shall be submitted to Licensor for
           its prior

           review and written  approval  as to the content of such  advertising.
           Licensor's  approval  or lack  thereof  will  be  given  in a  timely
           fashion. As a condition to the right of public distribution  licensed
           hereunder, appropriate and legally sufficient copyright notice in the
           name  of  Disney  Enterprises,  Inc.  (hereinafter  referred  in this
           Agreement  as  "Disney   Enterprises")   shall  be  included  in  all
           advertising for the Book in which any of Disney's characters or other
           copyrighted materials appear.

     12.2  Following the expiration or termination  of this  Agreement,  and the
           Sell-off Period,  if any,  Licensee will not advertise or promote the
           Book in any manner or issue any offering  literature or material with
           respect thereto.

     12.3  Licensee  warrants that all  advertising  and promotions for the Book
           shall  comply with all  applicable  Laws and shall not  infringe  the
           rights of any person or entity.  Licensor's  approval  for the use or
           manner of use of any  proposed  advertising  or  promotion  hereunder
           shall not  constitute an opinion as to the legal  appropriateness  or
           adequacy of such use or manner of use, and  Licensee  shall be solely
           responsible for any liability or risk of liability arising out of, or
           connected  with,  the  use  of  any  such  proposed   advertising  or
           promotion.

13.  PROMOTION COMMITMENT

Licensee agrees to carry out the Promotion  Commitment set forth in Subparagraph
1.10 above.

14.  COMMON MARKETING FUND

     14.1  Licensee  shall pay to  Licensor  an amount  equal to  [Intentionally
           omitted pursuant to a confidential  treatment  request and separately
           filed with the  Commission]  (the "Common  Marketing Fund  Payment"),
           which  amount  Licensee  agrees  to pay  Licensor  concurrently  with
           Royalties due each Royalty Payment Period as detailed in Paragraph 21
           hereof. Licensee further agrees to pay Licensor the following sums as
           a  guarantee  of  such  minimum  payment  (the  "CMF  Guarantee")  on
           Licensee's   cumulative  sales  in  the  following   periods  and  as
           non-refundable  installments  of such  


<PAGE>
Golden Books Publishing Company, Inc.
Agreement dated December 12, 1998
Page 21

           guarantee payments (the "CMF Advances"), due and payable on the dates
           indicated below:

           [Intentionally  omitted pursuant to a confidential  treatment request
           and separately filed with the Commission].

     14.2  The Common  Marketing  Fund Payment as defined  hereinabove  shall be
           placed in a general fund for use in promoting the Licensed  Property,
           Disney  characters,  Disney's  copyrights,  and trademarks (which may
           include the Licensed Property) and licensee activities generally, all
           as Licensor deems  appropriate in Licensor's  sole  discretion.  Such
           funds shall be expended by Licensor and/or Licensor's  designees (but
           not paid to Licensor's own employees for services they render) in the
           amounts and in the manner Licensor deems most appropriate in order to
           provide  national,   territorial,   regional  or  local  advertising,
           marketing and promotion,  and market research related thereto, of the
           License Property licensed hereunder or other Disney properties in the
           same property  classification.  [Intentionally  omitted pursuant to a
           confidential   treatment   request  and  separately  filed  with  the
           Commission].

     14.3  Licensee agrees to pay in full the CMF Advances on account of the CMF
           Guarantee  to accrue  during  the Term only and only with  respect to
           sales in the Territory.  In addition,  with Licensee's  statement for
           each Royalty  Payment Period ending on a date  indicated  hereinabove
           with respect to the CMF  Guarantee,  Licensee  shall pay Licensor the
           amount,  if any, by which  cumulative  payment  made with  respect to
           sales in the Territory  during any period or periods  covered by such
           provision fall short of the amount of the CMF Guarantee specified for
           that period.

15.  OWNERSHIP

     15.1  Licensee  acknowledges  that the copyrights and all other proprietary
           rights in and to the Licensed  Property are exclusively  owned by and
           reserved to Disney  Enterprises.  Licensee shall neither  acquire nor
           assert any  proprietary  right,  interest,  or title to any character
           used in the Book, to the title of the Book, or to any other  material
           prepared  for  or  contained  on or in  the  Book,  or to  any  copy,
           reproduction,  translation,  or derivative work thereof (collectively
           referred to herein as "Disney  Property") in any format or media, now
           existing or hereafter  developed,  through the exercise of any rights
           granted to Licensee hereunder. All copyrights and trademarks, service
           marks, trade dress, and tradenames pertaining to the Book, as well as
           all  rights of every  kind in and to the  Disney  Property,  shall be
           Disney  Enterprises'  exclusive  property,  except  such  trademarks,
           tradenames or service  marks as do not relate to any Disney  material
           and do relate to the business name of the Licensee or the name of any
           line of books


<PAGE>
Golden Books Publishing Company, Inc.
Agreement dated December 12, 1998
Page 22


           heretofore  published  by  Licensee.  No part of the Book or  excerpt
           therefrom  may be used by or under the  authority  of Licensee in any
           way separate from the Book without  Licensor's prior written consent.
           Licensor   acknowledges   Licensee's   exclusive  rights  in  and  to
           Licensee's  trademarks,  tradenames,  service marks,  and trade dress
           used  in  connection  with  Licensee's  own  publishing   activities,
           including, without limitation,  Licensee's distinctive differentiated
           book spine  treatment  (collectively,  the "Golden  Marks).  Licensor
           agrees  that  it  will  not  use,  or  knowingly  allow  the use by a
           publishing  licensee (in connection with that  licensee's  publishing
           activities  authorized  by  Licensor),  any such Golden  Marks or any
           marks that are  confusingly  similar in the  reasonable  judgment  of
           Licensee  without  Licensee's  prior  written  consent.  If  Licensee
           becomes aware of any such unauthorized use before Licensor does, then
           Licensee shall promptly notify Licensor and provide  Licensor with an
           opportunity to take reasonable corrective action.

     15.2  If Licensee creates or acquires material for use in the Book, whether
           or not based on or using Disney Enterprises' characters,  and whether
           or not actually used in the Book or published, such material shall be
           deemed a  work-for-hire  for  Disney  Enterprises  and all  ownership
           rights  (including  but not limited to the copyright  therein)  shall
           belong to  Disney  Enterprises.  Licensee  agrees  that  prior to the
           creation of any such material by third parties,  Licensee shall cause
           the artists and/or writers who create such material, or the owners of
           the rights thereto, to execute the work for hire/copyright assignment
           agreement in the form attached hereto as Exhibit 2, agreeing that all
           such  material  shall be considered a  work-made-for-hire  for Disney
           Enterprises  and fully  releasing or assigning to Disney  Enterprises
           all  rights  in  such  material,  including  but not  limited  to all
           copyrights, so that all such rights shall inure to Disney Enterprises
           and become a part of Disney  Enterprises'  copyright and other rights
           in and to the Book.  Licensee  shall provide  Licensor with a copy of
           every work for  hire/copyright  assignment  agreement,  and any other
           agreement  entered  into with  respect to the  ownership of the Book.
           Licensee  agrees that it will not give,  or agree to give,  credit of
           any kind to any such  artists or writers  without  the prior  written
           approval of Licensor.

     15.3  Subject to the rights granted hereunder,  title (including  copyright
           and physical  ownership) to all material  objects  incorporating  the
           Disney Property (including without limitation,  original drawings and
           illustrations  used in the  Book  or in  promotional  or  advertising
           material which portray the Disney Property as well as all photographs
           and reproductions of the originals),  whether supplied by Licensor or
           prepared by or for Licensee,  shall be in Disney Enterprises,  and in
           no event shall  Licensee  sell or lease the use of any such  material
           objects or otherwise part with control thereof. Such material objects
           shall be delivered to Licensor in good  


<PAGE>
Golden Books Publishing Company, Inc.
Agreement dated December 12, 1998
Page 23


           condition  (subject  to  normal  wear  and  tear)  upon  request,  at
           Licensee's sole expense.  If Licensee  advises Licensor that any such
           material  objects  requested  to be  returned  are being  utilized by
           Licensee for the current  development of any title to the Book,  then
           Licensor  shall allow  Licensee  ninety (90) days to create  films or
           other  reproduction  material  necessary for the  manufacture  of the
           Book,  after  which  the  requested  materials  must  be  immediately
           returned.

     15.4  Licensee hereby assigns to Disney  Enterprises  all right,  title and
           interest  (including  but not  limited  to all  copyright(s)  and any
           extensions   and  renewals   thereof)   throughout  the  universe  in
           perpetuity  which Licensee may have acquired  relating to any and all
           material prepared or published  hereunder or contemplated  hereby, or
           relating  to the Disney  Property  or its use of the same  hereunder.
           Licensee   hereby   appoints    Licensor   to   act   as   Licensee's
           attorney-in-fact  to execute any documents in Licensee's  name and/or
           on Licensee's  behalf necessary to grant or assign such copyrights or
           other rights to Disney Enterprises.

16.      COPYRIGHT NOTICE

As a condition to the grant of rights hereunder,  each copy of the Book, and any
other  matter  containing  Licensed  Property,  shall  bear a  properly  located
permanently affixed copyright notice comprised of c in a circle, plus a yeardate
of publication,  plus "Disney Enterprises,  Inc.", and for those versions of the
Book containing  Disney-stylized Winnie The Pooh characters,  "Based on the Pooh
stories  by A.A.  Milne  (copyright  the Pooh  Properties  Trust)" or such other
notices as Licensor  specifies to Licensee in writing,  together with such other
notice of  copyright  or  trademark  as may be  prescribed  or  required by Laws
applicable to the Territory in order to establish,  protect, and preserve Disney
Enterprises' copyrights and trademarks. If, through inadvertence or otherwise, a
copyright  notice on the Book or other such matter  should  appear in Licensee's
name or the name of a third party,  Licensee  hereby  agrees to assign to Disney
Enterprises the copyright represented by any such copyright notice in Licensee's
name and, upon request, cause the execution and delivery to Licensor of whatever
documents  are  necessary  to  convey  to  Disney   Enterprises  that  copyright
represented  by any  such  copyright  notice.  If,  by  inadvertence,  a  proper
copyright  notice  is  omitted  from the  Book or any  other  matter  containing
Licensed  Property,  Licensee agrees at Licensee's expense to use all reasonable
efforts to correct the  omission  on the Book or other  matter in the process of
manufacture or in distribution.  Licensee agrees to advise Licensor promptly and
in writing of the steps being taken to correct any such omission and to make the
corrections on existing copies of the Book which can be located.  Licensee shall
also  include  such credit  lines in the Book as Licensor may require by written
notice to Licensee,  provided that Licensor  shall not require such credit lines
to interfere with the Licensee's line look or to be obtrusive.


<PAGE>
Golden Books Publishing Company, Inc.
Agreement dated December 12, 1998
Page 24


17.      REGISTRATIONS

Except with Licensor's  written  consent,  neither Licensee nor any Affiliate of
Licensee  will  register or attempt to register in any country  copyright in the
Book and/or in any part of the Disney  Property,  and/or any trademark  which is
identical  with any mark  used by Disney or which is so  similar  thereto  as to
present,  within the reasonable judgment of Licensor, a likelihood of confusion.
In the  event of a breach  of the  foregoing,  Licensee  agrees,  at  Licensee's
expense and at Licensor's  request,  immediately  to terminate the  unauthorized
registration  activity  and  promptly  to execute  and  deliver,  or cause to be
delivered,  to Licensor  such  assignments  and other  documents as Licensor may
require to transfer to Disney  Enterprises  all rights to the  registrations  or
applications involved.


18.  UNLICENSED USE OF LICENSED PROPERTY

     18.1  Licensee agrees that Licensee will not use the Licensed Property,  or
           the trademarks, or any other material the copyright to which is owned
           by Disney  Enterprises in any way other than as herein authorized (or
           as is authorized in any other written  contract in effect between the
           parties). In addition to any other remedy Licensor may have, Licensee
           agrees that all revenues from any use thereof on products  other than
           the Book (unless authorized by Licensor in writing), and all revenues
           from the use of any other copyrighted material of Disney Enterprises'
           without  written  authorization,  shall  be  immediately  payable  to
           Licensor.

     18.2  Licensee  agrees  to  give  Licensor  prompt  written  notice  of any
           unlicensed  use  by  third  parties  of  the  Licensed   Property  or
           trademarks of which Licensee  becomes  aware,  and that Licensee will
           not, without Licensor's written consent, bring or cause to be brought
           any  criminal  prosecution,  lawsuit  or  administrative  action  for
           infringement,  interference  with or  violation  of any rights to the
           Book, its contents and/or the characters. Because of the need for and
           the  high  costs of an  effective  anti-piracy  enforcement  program,
           Licensee  agrees to cooperate with Licensor and, if necessary,  to be
           named by  Licensor as a sole  complainant  or  co-complainant  in any
           action   against  an  infringer  of  the   Licensed   Property   and,
           notwithstanding  any right of  Licensee  to  recover  same,  legal or
           otherwise,  Licensee agrees to pay to Licensor, and hereby waives all
           claims to, all damages or other  monetary  relief  recovered  in such
           action by reason of a  judgment  or  settlement  whether  or not such
           damages or other monetary relief,  or any part thereof,  represent or
           are intended to represent  injury sustained by Licensee as a licensee
           hereunder;  in any such action against an infringer,  Licensor agrees
           to reimburse Licensee for reasonable  expenses incurred at Licensor's
           request,  including  reasonable  attorney's fees and disbursements if
           Licensor has requested Licensee to retain separate counsel.


<PAGE>
Golden Books Publishing Company, Inc.
Agreement dated December 12, 1998
Page 25

19.  WARRANTIES AND INDEMNITIES

     19.1  Licensee hereby represents and warrants that any material used in the
           Book,  other than material  supplied by Licensor,  shall not infringe
           upon or interfere with any common law right,  or any other right,  of
           any person or entity, and that the creation, manufacture, publishing,
           marketing,  pre-pricing,  pricing,  sale and distribution of the Book
           shall  be in  compliance  with all  applicable  Laws  and  shall  not
           infringe  the rights of any person or entity.  Without  limiting  the
           foregoing,  Licensee  represents  and warrants  that no such material
           shall  infringe  any  copyright  or defame or  invade  the  rights of
           privacy  or  publicity  of any  person or  entity.  Licensee  further
           represents  and warrants that it will not use or allow the use of the
           name "Walt Disney" or the name  "Disney",  or the name or likeness of
           the fanciful  characters of Disney or any name, mark, emblem, logo or
           designation that suggests or implies an association with Disney,  for
           any  purpose  other  than  as  specified  in this  Agreement,  unless
           explicitly authorized by Licensor in writing to do so.

     19.2  Licensee  hereby  indemnifies and holds Disney  harmless,  during and
           after the Term hereof, against all claims, demands, suits, judgments,
           losses, liabilities (including settlements entered into in good faith
           with  Licensee's  consent,  not  to  be  unreasonably  withheld)  and
           expenses  of any nature  (including  reasonable  attorneys'  fees and
           disbursements)  arising  out  of  Licensee's  activities  under  this
           Agreement,  including but not limited to, any actual or alleged:  (1)
           negligent acts or omissions on Licensee's  part, (2) defect  (whether
           obvious or hidden and whether or not  present in any sample  approved
           by Licensor) in the Book, (3) personal  injury,  (4)  infringement of
           any rights of any other person by the manufacture,  sale,  possession
           or use of the Book,  (5) breach on  Licensee's  part of any covenant,
           representation or warranty contained in this Agreement or (6) failure
           of the Book,  or by Licensee,  to comply with  applicable  Laws.  The
           parties indemnified hereunder shall include Licensor, and its parent,
           successors and subsidiaries, and their officers, directors, employees
           and agents.  The indemnity  shall not apply to any claim or liability
           relating to any infringement of the copyright of a third party caused
           by Licensee's utilization of the Licensed Property in accordance with
           the provisions  hereof,  unless such claim or liability arises out of
           Licensee's failure to obtain the full assignment of rights referenced
           in Paragraph 15 above.

     19.3  Licensor  hereby  represents  and warrants  that the Disney  Property
           supplied by Licensor  hereunder  shall not infringe the  copyright of
           any third party or any right granted by Licensor to such third party.
           Licensor hereby  indemnifies  and holds Licensee  harmless during and
           after the Term hereof against all claims,  demands, suits, judgments,
           losses,  liabilities,  (including  settlements  entered  into in good
           faith 

<PAGE>
Golden Books Publishing Company, Inc.
Agreement dated December 12, 1998
Page 26


           with  Licensor's  consent,  not  to be  unreasonably  withheld),  and
           expenses  of any nature  (including  reasonable  attorney's  fees and
           disbursements)  arising out of any claim that  Licensee's  use of any
           representation  of the Licensed  Property approved in accordance with
           the provisions of this Agreement infringes the copyright of any third
           party or infringes any right granted by Licensor to such third party,
           except for claims  arising  out of  Licensee's  failure to obtain the
           full  assignment of rights  referenced  in Paragraph 15 above.  In no
           event shall Licensor be liable for lost profits. Without limiting the
           generality  of this  Subparagraph  19.3,  if during  the term of this
           Agreement Licensor enters into another licensed publishing  agreement
           for the Territory in which Licensor agrees to provide representations
           and warranties which exceed the scope of this Subparagraph 19.3, then
           such additional  representations  and warranties shall be included in
           the representations and warranties provided by Licensor herein.

     19.4  If by reason of any claims  referred to in  Subparagraph  19.3 above,
           Licensee is precluded from selling any stock of the Book or utilizing
           any materials in Licensee's  possession or which come into Licensee's
           possession  by  reason  of any  required  recall,  Licensor  shall be
           obligated to purchase such Books and  materials  from Licensee at the
           out-of-pocket  cost to  Licensee,  excluding  overhead,  but Licensor
           shall have no other  responsibility or liability with respect to such
           Books or materials,  except that the Advance and  Guarantee  shall be
           adjusted to correspond to the time  remaining in the Term at the date
           of the purchase by Licensor.

     19.5  Licensor gives no warranty or indemnity with respect to any liability
           or expense  arising from any claim that use of the Licensed  Property
           or the trademarks on or in connection  with the Book hereunder or any
           packaging,  advertising  or  promotional  material  infringes  on any
           trademark  right of any third party or otherwise  constitutes  unfair
           competition  by reason of any prior  rights  acquired  by such  third
           party,  other than rights  acquired  from Disney  Enterprises.  It is
           expressly  agreed that it is Licensee's  responsibility  to carry out
           such  investigations  as Licensee may deem  appropriate  to establish
           that the Book,  packaging,  and promotional and advertising  material
           which are manufactured or created  hereunder,  including any use made
           of  the  Licensed  Property  and  the  trademarks  therewith,  do not
           infringe  such right of any third party,  and  Licensor  shall not be
           liable to Licensee if such infringement occurs.

     19.6  Licensee and Licensor  agree to give each other prompt written notice
           of any claim or suit which may arise under the  indemnity  provisions
           set forth above.  Without limiting the foregoing,  Licensee agrees to
           give Licensor  written notice of any product  liability claim made or
           suit filed with respect to the Book, any investigations or directives
           regarding the Book issued by the Consumer  Product Safety  Commission


<PAGE>
Golden Books Publishing Company, Inc.
Agreement dated December 12, 1998
Page 27


           ("CPSC") or other federal, state or local consumer safety agency, and
           any notices  sent by Licensee to, or received by Licensee  from,  the
           CPSC or other consumer safety agency regarding

           the Book within seven (7) days of Licensee's  receipt or promulgation
           of the claim, suit, investigation, directive, or notice.

20.  INSURANCE

Licensee  shall  maintain  in full  force and  effect at all  times  while  this
Agreement is in effect,  and for three (3) years thereafter,  commercial general
liability insurance on a per occurrence form,  including broad form coverage for
contractual liability,  property damage,  products liability and personal injury
liability (including bodily injury and death), waiving subrogation, with minimum
limits of no less than two million  United States  Dollars (U.S.  $2,000,000.00)
per  occurrence,   and  naming  as  additional  insureds  those  indemnified  in
Subparagraph  19 hereof.  Licensee  also  agrees to  maintain  in full force and
effect at all times while this Agreement is in effect such Worker's Compensation
Insurance as is required by applicable  law and Employer's  Liability  Insurance
with minimum limits of one million  United States  Dollars (U.S.  $1,000,000.00)
per occurrence.  All insurance shall be primary and not  contributory.  Licensee
shall deliver to Licensor a certificate(s) of insurance evidencing  satisfactory
coverage  and   indicating   that  Licensor   shall  receive  thirty  (30)  days
unrestricted  prior written  notice of  cancellation,  non-renewal,  or material
change in coverage.  Licensee's  insurance shall be carried by an insurer with a
Best Guide  rating of B + VII or better.  Compliance  herewith  in no way limits
Licensee's indemnity obligations, except to the extent that Licensee's insurance
company  actually  pays  Licensor  amounts which  Licensee  would  otherwise pay
Licensor.

21.  STATEMENTS AND PAYMENT OF ROYALTIES

     21.1  Licensee  agrees  to pay and  shall  pay to  Licensor  all  Royalties
           required  under this  Agreement.  Licensee  shall  submit to Licensor
           statements  of account so as to be received by Licensor no later than
           twenty-five  (25) days after the end of each Royalty  Payment  Period
           during the Term.  Licensee  shall submit such  statements  of account
           regardless of whether any sales have taken place and/or any Royalties
           are  payable to  Licensor.  Licensee's  statements  shall be on forms
           substantially  similar to those designated by Licensor for Licensee's
           use (a sample copy of the current form is attached  hereto as Exhibit
           7),  showing  all  information  requested  by such forms  (subject to
           Subparagraph 21.8 below), including but not limited to the following:

           If  Licensee's  Royalty  calculation  is based on a percentage of the
           suggested retail price ("SRP") of the Book:

           (i)      Licensee's product number, ISBN, and title;


<PAGE>
Golden Books Publishing Company, Inc.
Agreement dated December 12, 1998
Page 28


           (ii)     the Royalty rate code as provided by Licensor;

           (iii)    the applicable SRP Royalty rate;

           (iv)     the applicable Net Invoiced Billings ("NIB") Royalty rate;

           (v)      the  gross  quantities  by title of the Book sold (a sale of
                    the Book  shall be deemed to have  occurred  on the date the
                    Book is shipped to the customer);

           (vi)     the SRP(s) on which the Royalty is calculated;

           (vii)    the sum of the units sold  multiplied by the  applicable SRP
                    ("Gross SRP Dollars)

           (viii)   Net Invoiced Billings ("NIB Dollars");

           (ix)     the  applicable  SRP Royalty  rate  multiplied  by Gross SRP
                    Dollars;

           (x)      the applicable NIB Royalty rate multiplied by NIB Dollars;

           (xi)     the Royalty payment due; and

           (xii)    a separate  report for each item  number  (i)  through  (xi)
                    above as they apply to returns.

If Licensee's Royalty calculation is based on Net Invoiced Billings:

           (i)      Licensee's product number, ISBN, and title;

           (ii)     the Royalty rate code as provided by Licensor;

           (iii)    the applicable NIB Royalty rate;

           (iv)     the  gross  quantities  by title of the Book sold (a sale of
                    the Book  shall be deemed to have  occurred  on the date the
                    Book is shipped to the customer);

           (v)      NIB Dollars;

           (vi)     the Royalty payment due; and


<PAGE>
Golden Books Publishing Company, Inc.
Agreement dated December 12, 1998
Page 29

           (vii)    a separate  report for each item  number  (i)  through  (vi)
                    above as they apply to returns.

                    Sales to countries other than the United States, if any such
                    are  permitted,  shall be  reported  separately  by country.
                    Royalty payments shown as due shall be delivered to Licensor
                    with such statements; provided, however, that Licensee shall
                    deliver  directly  to  Licensor's  Canadian  office,  at the
                    address listed below in Subparagraph 21.4, Royalties payable
                    on sales of the Book in Canada and a separate  statement  of
                    account for such sales.  GST  applicable  to Royalties or to
                    any other  payments  due to Licensor  shall be  indicated on
                    Licensee's  statements  of  account  for  Canada and paid to
                    Licensor along with the Royalty or other payment.  Royalties
                    are also payable, and due with such statements, on inventory
                    shrinkage that exceeds  [Intentionally omitted pursuant to a
                    confidential treatment request and separately filed with the
                    Commission]  (excluding free copies  authorized  pursuant to
                    Subparagraph 1.6(viii) above). Inventory shrinkage means the
                    reduction in Licensee's  inventory of the Book not caused by
                    sales or damaged  copies.  To the extent that  Royalties are
                    not  paid,  Licensor  may  offset  Royalties  due  hereunder
                    against any sums which Licensor or any of its Affiliates may
                    owe to Licensee or any of its  Affiliates.  No  deduction or
                    withholding from Royalties payable to Licensor shall be made
                    by reason of any tax. Any applicable tax on the manufacture,
                    distribution  and  sale  of  the  Book  shall  be  borne  by
                    Licensee.

     21.2  The statement  forms  Licensor  designates  for Licensee's use may be
           changed  from  time to  time,  and  Licensee  agrees  to use the most
           current  form  Licensor  provides to Licensee.  Licensee  shall fully
           comply with all of Licensor's instructions for completing such forms.
           Licensee shall submit,

           concurrently  with Licensee's  written  statement of account for each
           Royalty  Payment  Period,  an  electronic  version  (e.g.,   computer
           diskette or electronic  transmission)  of such  statement of account.
           Licensee shall continue to submit, in electronic or written form, the
           "Supplemental Schedule" which Licensee has heretofore been submitting
           to Licensor in  conjunction  with  Licensee's  statements of account,
           identifying  the new  titles  being  sold  for each  Royalty  Payment
           Period.

     21.3  Sales of books licensed under contracts with Licensor other than this
           Agreement shall not be reported on the same statement as sales of the
           Book under this Agreement.

     21.4  Licensee's  payments,  including all Royalties  (excluding  Royalties
           payable to Canada), shall be delivered to the attention of the Disney
           Publishing Group, P.O. Box 101947, Atlanta,  Georgia 30392. A copy of
           each  statement  and  payment  must be 

<PAGE>
Golden Books Publishing Company, Inc.
Agreement dated December 12, 1998
Page 30


           sent to The Disney  Publishing  Group,  500 South Buena Vista Street,
           Burbank,  California 91521-6311,  to the attention of Disney Licensed
           Publishing.  If Licensee  wishes to send  statements  and payments by
           overnight  courier,  please  use the  following  address:  The Disney
           Publishing  Group,  3800 West Alameda  Avenue,  17th Floor,  Burbank,
           California  91505-6311,  Attention  Disney Licensed  Publishing.  Any
           Advances  should be mailed directly to The Disney  Publishing  Group,
           3800 West Alameda Avenue, 16th Floor, Burbank, California 91505-6292,
           to  the  attention  of the  Contract  Administrator.  Statements  and
           Royalties  payable to Canada shall be  delivered to Disney  Worldwide
           Services,  Inc. - T6071,  P.O. Box 6100, Postal Station "F", Toronto,
           Ontario M4Y 2Z2.

     21.5  Licensee shall indicate on Licensee's statement of account the amount
           of any reserve for returns maintained. Licensee shall not maintain an
           unreasonable  reserve  for  returns.  In no  event  shall  Licensee's
           reserve  for  returns  exceed  [Intentionally  omitted  pursuant to a
           confidential   treatment   request  and  separately  filed  with  the
           Commission] of the Royalties due in the Royalty  Payment Period being
           reported,  unless  Licensee has obtained the prior written consent of
           Licensor.  In the event that  actual  returns  exceed the reserve for
           returns and cannot be recouped out of Royalties  otherwise due in the
           relevant  Royalty Payment Period,  or any subsequent  Royalty Payment
           Period,  Licensor  shall  refund  at the  end of  the  Term  unearned
           Royalties  previously paid in excess of any Advances,  and subject to
           payment by Licensee when due of any guarantee obligation. Such refund
           may be applied by Licensor  against any late  charges that may be due
           by  Licensee  hereunder.  In the event that  reserves  exceed  actual
           returns,   Licensee  shall  pay  Royalties  on  the  difference  with
           Licensee's  final  statement  of account for the Term.  Licensee  may
           report returns during the Term of the Agreement only. In no event may
           Licensee  report returns which occur during the Sell-off  Period,  if
           granted.  For  purposes  of clarity,  in no event  shall  Licensee be
           entitled  to  offset  any  returns   against   Licensee's   Guarantee
           obligations.  Without limiting the generality of the foregoing,  once
           Licensee has attained the  capability to report  actual  returns on a
           consistent basis and can demonstrate to Licensor the need to increase
           the allowable reserve for returns percentage,  Licensor shall in good
           faith consider permitting a reasonable increase.

     21.6  Within  thirty  (30)  days  prior to the  beginning  of each  Royalty
           Payment  Period and within ninety (90) days prior to the beginning of
           each Guarantee  period,  Licensee shall submit to Licensor a forecast
           of the expected Net Invoiced  Billings,  projected unit volumes to be
           sold,  unit volumes to be returned,  reserve  percentages,  suggested
           retail  prices,  and  Royalties  for each  title of the Book for each
           respective time period.


<PAGE>
Golden Books Publishing Company, Inc.
Agreement dated December 12, 1998
Page 31


     21.7  Licensee   shall  take  all  necessary   steps  to  ensure  that  its
           information   systems,   including   without   limitation,   all  its
           proprietary and all third party hardware and software,  process dates
           correctly  prior to,  during and after the calendar  year 2000 ("Year
           2000  Compliance").  Year  2000  Compliance  shall  include,  without
           limitation,  correct century recognition,  calculations that properly
           accommodate same century and multi-century  formulas and date values,
           and interface values that reflect the appropriate century.  Necessary
           steps  to  ensure  Year  2000  Compliance   shall  include,   without
           limitation,  analysis of all  components  of  Licensee's  information
           systems and, as necessary,  development,  installation and testing of
           software fixes,  patches and/or updates.  In a timely manner,  but no
           later than  December 31,  1998,  Licensee  shall  advise  Licensor in
           writing  whether  or  not  its  information  systems  are  Year  2000
           Compliant.  If Licensee advises Licensor that Licensee's  information
           systems  are not Year 2000  Compliant,  Licensee  shall  endeavor  to
           ensure  that its  information  systems  are  substantially  Year 2000
           Compliant on or before June 30, 1999.

     21.8  Without  limiting  the  generality  of this  Paragraph  21,  Licensor
           recognizes  and  acknowledges   that  Licensee's   current  automated
           accounting  system may not have the  capability  to report all of the
           information required by Licensor,  including the information required
           under Subparagraphs 21.1 and 21.6 above.  Licensee represents that it
           is currently working to improve its automated accounting system so as
           to be in a position to provide  Licensor with all of the  information
           requested   by   Licensor   for   reporting   purposes   under  those
           Subparagraphs by January 1, 2000. Until such time, Licensee shall not
           be deemed to be in breach of  Subparagraphs  21.1 or 21.6 if Licensee
           (a) uses its best efforts to report to Licensor the maximum amount of
           information required under Subparagraphs 21.1 and 21.6 which Licensee
           is reasonably capable of reporting and (b) Licensee provides Licensor
           any such additional information required, if reasonably available and
           whether or not contained in Licensee's  automated  accounting system,
           on an as-needed basis when requested by Licensor,  including, but not
           limited  to,  in  connection  with  Licensor's   audit  rights  under
           Paragraph 23 below.

22.  INTEREST

Royalties,  audit findings or any other payments due to Licensor hereunder which
are  received   after  the  due  date  shall  bear   interest  at  the  rate  of
[Intentionally   omitted  pursuant  to  a  confidential  treatment  request  and
separately  filed with the  Commission]  per annum from the due date,  or at the
maximum rate permissible by law if less than [Intentionally  omitted pursuant to
a confidential treatment request and separately filed with the Commission].


<PAGE>
Golden Books Publishing Company, Inc.
Agreement dated December 12, 1998
Page 32


23.  AUDITS AND MAINTAINING RECORDS

     23.1  Licensee  agrees to keep and preserve  accurate  records,  during the
           Term hereof and for two (2) years after the expiration or termination
           of this Agreement, of all transactions relating to this Agreement and
           any prior  agreement with Licensor  regarding the Licensed  Property,
           including,  without limitation,  print runs, shipments to Licensee of
           the Book and any components  thereof,  inventory records,  records of
           sales and  shipments by Licensee,  and records of returns.  Licensor,
           and/or a  representative  of  Licensor,  shall  have the right at any
           time,  during  the  Term  hereof  and  for two (2)  years  after  the
           expiration  or  termination  of  this  Agreement,  during  reasonable
           business hours upon a prior request made by Licensor,  to examine and
           make extracts from all such  records,  including the general  ledger,
           invoices,  and any other  records  which  Licensor  reasonably  deems
           appropriate  to verify  the  accuracy  of  Licensee's  statements  of
           account or  Licensee's  performance  under this  Agreement.  Licensee
           acknowledges  that  Licensor  may  furnish  Licensee  with  an  audit
           questionnaire,  and Licensee agrees to fully and accurately  complete
           such  questionnaire,  and return it to Licensor within the designated
           time.  Licensor's  use of an  audit  questionnaire  shall  not  limit
           Licensor's ability to conduct any on-site audit(s) as provided above.
           Licensee  acknowledges  that an audit  conducted  by  Licensor or its
           representatives,  may involve  one or more  license  agreements  at a
           time.

     23.2  If in any audit of Licensee's  records it is determined that there is
           a shortfall of five  percent  (5%) or more in Royalties  reported for
           any  Royalty  Payment  Period,  Licensee  shall,  upon  request  from
           Licensor,  reimburse Licensor for the full out-of-pocket costs of the
           audit,  including the costs of employee auditors  calculated at their
           then  current  hourly rate per person for travel  time during  normal
           working hours and actual working time.

     23.3  If  Licensee  has  failed to keep  accurate  records  for one or more
           Royalty Payment Periods, Licensor will assume that the Royalties owed
           to  Licensor  for  such  Royalty  Payment  Period(s)  are  equal to a
           reasonable  amount,  determined  in Licensor's  absolute  discretion,
           which may be up to, but will not exceed,  the highest  Royalties owed
           to Licensor in a Royalty  Payment  Period for which Licensee has kept
           accurate records. If Licensee has failed to keep adequate records for
           any Royalty Payment Period,  Licensor will assume a reasonable amount
           of  Royalties  which  Licensee  will  owe to  Licensor,  based on the
           records Licensee has kept and other reasonable  assumptions  Licensor
           deems appropriate.


<PAGE>
Golden Books Publishing Company, Inc.
Agreement dated December 12, 1998
Page 33


24.  WITHDRAWAL OF LICENSED MATERIAL

Licensor may require Licensee to withhold and/or withdraw the Licensed Property,
or any  part  thereof,  the use or sale of  which  under  this  Agreement  would
infringe or reasonably be claimed to infringe the rights of a third party, other
than rights granted by Disney Enterprises,  in which case Licensor's obligations
to  Licensee  shall be  limited to the  purchase  at cost of the Books and other
materials  utilizing  such withdrawn  Licensed  Property which cannot be used or
sold. In the case of any withdrawal  under the preceding  sentence,  the Advance
and Guarantee  shall be adjusted to correspond to the time remaining in the Term
at the date of withdrawal.

25.  TERMINATION

Without  prejudice to any other right or remedy  available to it, Licensor shall
have the right at any time to terminate this Agreement, by giving written notice
thereof, in the event of the occurrence of one (1) or more of the following:

     25.1  If  Licensee  delivers to any  customer  without  Licensor's  written
           authorization  anything  containing  representations  of the Licensed
           Property or other material the copyright or other proprietary  rights
           to  which  are  owned  by  Disney  Enterprises,  other  than the Book
           described  herein and  approved  in  accordance  with the  provisions
           hereof and such  breach is not cured  within  thirty  (30) days after
           notification  by Licensor of the breach (or, in the event of a breach
           which cannot be corrected  within thirty (30) days, if Licensee fails
           to commence  such  correction  within such thirty (30) day period and
           thereafter diligently prosecute it to completion); or

     25.2  If Licensee  delivers the Book outside the Territory (unless the Book
           is destined for ultimate delivery in the Territory) or sells the Book
           to a third party if  Licensee  knows,  or in the  exercise of prudent
           business judgment should know, that such sale will result in delivery
           of the Book outside the Territory and such breach is not cured within
           thirty (30) days after notification by Licensor of the breach (or, in
           the event of a breach which cannot be  corrected  within  thirty (30)
           days,  if Licensee  fails to  commence  such  correction  within such
           thirty  (30) day period and  thereafter  diligently  prosecute  it to
           completion); or

     25.3  If Licensee fails to make any payment and/or furnish any statement as
           herein  provided,  and if such failure is not corrected within thirty
           (30) days following the date said statement or payment was due; or

     25.4  If Licensee shall breach any other terms of this Agreement and if any
           such  breach  is  not   corrected   within  thirty  (30)  days  after
           notification  by Licensor of the breach (or, 


<PAGE>
Golden Books Publishing Company, Inc.
Agreement dated December 12, 1998
Page 34


           in the event of a breach which cannot be corrected within thirty (30)
           days, if Licensee  fails to commence such  correction  within such 30
           day period and thereafter diligently prosecute it to completion); or

     25.5  If Licensee breaches any material term of any other agreement between
           the parties to this  Agreement,  and Licensor  terminates  such other
           agreement for cause; or

     25.6  If Licensee  shall make any  assignment for the benefit of creditors,
           or file a petition in bankruptcy,  or be adjudged bankrupt, or become
           insolvent, or be placed in the hands of a receiver. The equivalent of
           any of the  proceedings  or acts  referred  to in this  Subparagraph,
           though known and/or designated by some other name or term in any part
           of the Territory  shall likewise  constitute a ground for termination
           of this Agreement by Licensor; or

     25.7  If Licensee is not  permitted or is unable to operate its business in
           the  usual  manner,  or is not  permitted  or is  unable  to  provide
           Licensor with assurances  satisfactory to Licensor that Licensee will
           so  operate  Licensee's  business,  as  debtor in  possession  or its
           equivalent, or is not permitted,  unable to otherwise meet Licensee's
           obligations   under  this  Agreement  or  to  provide  Licensor  with
           assurance  satisfactory  to  Licensor  that  Licensee  will meet such
           obligations; or

     25.8  If  [Intentionally  omitted  pursuant  to  a  confidential  treatment
           request and separately filed with the Commission]  during the Term of
           this  Agreement  (and any extension  thereof)  Licensee  breaches any
           material provision of this Agreement which is of the same nature, and
           which violates the same provision of this  Agreement,  as a breach of
           which Licensor has previously given Licensee written notice; or

     25.9  If Licensee  transfers  or attempts to  transfer  this  Agreement  in
           contravention of Paragraph 27 below; or

     25.10 If  [Intentionally  omitted  pursuant  to  a  confidential  treatment
           request and separately filed with the Commission]  during the Term of
           this  Agreement  (and any extension  thereof)  Licensee  breaches any
           covenant set forth in Paragraph 10 of this  Agreement  after Licensor
           has  previously  given  Licensee  written  notice  of a breach of any
           covenant set forth in such Paragraph 10; or

     25.11 If  [Intentionally  omitted  pursuant  to  a  confidential  treatment
           request    and    separately     filed    with    the     Commission]
           Consent/Manufacturer's  Agreements or Supplier's  Agreements,  either
           combined or separately,  are terminated in any twelve-month 


<PAGE>
Golden Books Publishing Company, Inc.
Agreement dated December 12, 1998
Page 35


           period by  Licensor  for the  Suppliers'  failure to pass  compliance
           inspections as referenced in Paragraphs 10 and 11 above; and/or

     25.12 If Licensee  materially  breaches any  provision of the Warrant,  and
           such breach is not cured within  thirty (30) days after  notification
           by Licensor of the breach (or, in the event of a breach  which cannot
           be corrected  within thirty (30) days, if Licensee  fails to commence
           such  correction  within such  thirty (30) day period and  thereafter
           diligently prosecute it to completion).

26.  RIGHTS AND OBLIGATIONS UPON EXPIRATION OR TERMINATION

     26.1  Upon the  expiration or  termination  of this  Agreement,  all rights
           granted  herein to  Licensee  shall  revert to  Licensor,  any unpaid
           portion of the Guarantee  shall be due and payable in accordance with
           the

           provisions set forth in Subparagraph 4.1 below, and Licensor shall be
           entitled to retain any and all  consideration  paid to  Licensor  and
           other things of value paid or delivered to Licensor.

     26.2  Licensee agrees that the Book shall be  manufactured  during the Term
           in quantities  consistent with anticipated  demand therefor so as not
           to result in an excessive inventory build-up immediately prior to the
           end  of the  Term.  Licensee  agrees  that  from  the  expiration  or
           termination of this Agreement, Licensee shall neither manufacture nor
           have   manufactured  for  Licensee  the  Book,  and  that  except  as
           hereinafter  may be provided,  Licensee  will cease selling the Book.
           Any  unauthorized  distribution  of the Book after the  expiration or
           termination   of   this   Agreement   shall   constitute    copyright
           infringement.

     26.3  If Licensee  has any unsold  copies of the Book in  inventory  on the
           expiration or termination date,  Licensee shall provide Licensor with
           a full  itemized  statement,  certified by an  authorized  accredited
           officer of Licensee,  of all unsold  copies of the Book  remaining in
           stock.  If such  statement  has  been  provided  to  Licensor  and if
           Licensee has  complied  with the  material  terms of this  Agreement,
           including the payment of all Royalties  due and the  Guarantee,  upon
           notice from  Licensor,  Licensee shall have the right to fill orders,
           as authorized under Paragraph 2 above, from its then remaining stocks
           of the Book for a  limited  period  of twelve  (12)  calendar  months
           following  the  expiration  of the Term by the  passage  of time (the
           "Sell-off  Period").  Licensee shall consult with Licensor  regarding
           its  sell-off  plan and sell off  remaining  stocks  of the Book only
           pursuant  to such  plan  and in  such  distribution  channels  as are
           mutually  acceptable to the parties.  Licensee shall furnish Licensor
           with  statements  of account  covering  such  sales and pay  Licensor
           Royalties  upon such  sales.  


<PAGE>
Golden Books Publishing Company, Inc.
Agreement dated December 12, 1998
Page 36


           Such  Royalties  shall not be applied  against the Advance or towards
           meetingthe  Guarantee.  All rights and remedies available to Licensor
           during the Term shall be equally  available  to  Licensor  during the
           Sell- off Period.

     26.4  Following  the  expiration  of the Sell-off  Period,  Licensee  shall
           provide  Licensor with an itemized  statement of all unsold copies of
           the Book remaining in stock.  All unsold copies of the Book shall, at
           the end of the Sell-off  Period (or, if there is no Sell-off  Period,
           upon  the  expiration  or  earlier   termination  of  the  Term),  at
           Licensor's  option,  be sold to Licensor at Licensee's actual cost of
           manufacture,  excluding overhead, or shall be destroyed, and Licensee
           shall furnish Licensor with an affidavit of such  destruction  signed
           by a principal officer of Licensee.

     26.5  Licensee agrees that all pre-pricing and pricing of the Book shall be
           in  compliance  with  any  and  all  Laws  applicable   thereto.   In
           recognition of Licensor's interest in maintaining a stable and viable
           market  for the Book  during  and  after  the  Term and any  Sell-off
           Period,  Licensee  agrees to refrain from  "dumping"  the Book in the
           market during the Term and any Sell-off  Period  granted to Licensee.
           [Intentionally  omitted pursuant to a confidential  treatment request
           and separately filed with the Commission].

     26.6  Except as otherwise  agreed by Licensor in writing,  any inventory of
           the Book in Licensee's  possession or control after the expiration or
           termination  of this  Agreement,  and  any  Sell-off  Period  granted
           hereunder,  shall be destroyed,  or all Licensed  Property removed or
           obliterated therefrom.

     26.7  At the expiration or earlier termination of this Agreement,  Licensee
           agrees to deliver to Licensor,  without  charge to Licensor,  any and
           all  artwork,  including  without  limitation,  reference  materials,
           mechanicals,  digital files, original manuscripts and paintings, film
           and film positives/negatives,  four- color separations,  photographs,
           transparencies, film proofs, and any other reproduction material used
           in the creation,  development,  and manufacture of the Book,  whether
           furnished by Licensor,  created by Licensee or otherwise  acquired by
           Licensee (the property  rights in all of which such  materials  shall
           remain vested in Disney Enterprises at all times). If Licensee should
           for any reason fail to deliver such  materials,  or any part thereof,
           and Licensor thereafter must recreate such material,  Licensee agrees
           to reimburse  Licensor for the reasonable  costs incurred by Licensor
           in so doing.

     26.8  Notwithstanding  any  provision  to  the  contrary,  in the  case  of
           termination  under  Subparagraphs  25.6 or 25.7  above,  in  order to
           protect the value of the Book and to avoid any  disparagement  of the
           Book  which  would  occur  as  a  result  of  the   circumstances  of
           termination,  Licensor shall have the option, in Licensor's  absolute


<PAGE>
Golden Books Publishing Company, Inc.
Agreement dated December 12, 1998
Page 37


           discretion,  to  purchase  any or all  unsold  copies  of the Book in
           Licensee's  inventory  on  the  termination  date  at  [Intentionally
           omitted pursuant to a confidential  treatment  request and separately
           filed with the Commission].

27.  NON-ASSIGNABILITY

     27.1  This  license  and the  rights  granted  and  obligations  undertaken
           hereunder are personal to Licensee. Licensee shall not voluntarily or
           by  operation  of law  assign,  sub-license,  transfer,  encumber  or
           otherwise  dispose of all or any part of Licensee's  interest in this
           Agreement  (including,  but not  limited to, any  encumbrance  of the
           Book)  without  Licensor's  prior written  consent,  to be granted or
           withheld in Licensor's absolute discretion. Any attempted assignment,
           sub-license,  transfer,  encumbrance or other  disposal  without such
           consent  shall be void and shall  constitute  a material  default and
           breach of this  Agreement.  "Transfer"  within  the  meaning  of this
           Paragraph 27 shall include (1) any merger or consolidation  involving
           Licensee or Golden Books Family Entertainment, Inc. ("GBFE"); (2) any
           sale or transfer of all or substantially  all of Licensee's or GBFE's
           assets;  (3) any transfer of Licensee's rights or duties hereunder to
           a division,  business  segment or other entity different from the one
           specifically  referenced  on page 1 hereof (or any sale or  attempted
           sale of the Book under a  trademark  or trade name of such  division,
           business segment or other entity); (4) any public offering, or series
           of public  offerings,  whereby a cumulative total of thirty-three and
           one-third percent (33 1/3%) or more of the voting stock (or any other
           capital stock  cumulatively  convertible  into the right to vote such
           percentage) of Licensee or GBFE is offered for purchase;  and (5) any
           acquisition,  or series of acquisitions,  by any person or entity, or
           group of  related  persons  or  entities,  of a  cumulative  total of
           thirty-three  and one-third  percent  (33-1/3%) or more of the voting
           stock (or any other capital stock  cumulatively  convertible into the
           right  to vote  such  percentage)  or the  Beneficial  Ownership  (as
           defined  in Rule 13d-3 of the  Securities  Exchange  Act of 1934,  as
           amended) of Licensee or GBFE.

     27.2  Licensee  hereby  represents  that, as of the date of this Agreement,
           Golden Press Holdings,  L.L.C. ("GPH") holds all Series "B" Preferred
           Shares  in  GBFE  (the  "Series  B  Shareholder").  For  purposes  of
           clarification,  "transfer"  within the meaning of this  Paragraph  27
           shall not include (i) any  conversion of Series "B" Preferred  Shares
           into Common  Shares by the Series B  Shareholder  or (ii) any actions
           described in the  definition of "transfer"  in  Subparagraph  27.1 if
           such actions occur between or among E.M. Warburg Pincus & Company and
           its Affiliates.  Licensee further  represents that, as of the date of
           this Agreement, E.M. Warburg Pincus & Company, Warburg, Pincus & Co.,
           Warburg Pincus Ventures,  L.P., and their  respective  Affiliates are
           the  Beneficial   Owners  (as  defined  above)  of  thirty-three  and
           one-third  percent  (33-1/3%)  


<PAGE>
Golden Books Publishing Company, Inc.
Agreement dated December 12, 1998
Page 38


           or more of the  voting  stock (or other  capital  stock  cumulatively
           convertible  into the  right to vote  such  percentage)  of GBFE (the
           "Warburg Pincus  Shares").  The following shall apply with respect to
           any transfer of the Warburg  Pincus Shares which requires the consent
           of Licensor pursuant to Subparagraph 27.1 above:

           (1) Licensor hereby consents to the transfer by a  widely-distributed
               public  offering  of the  Warburg  Pincus  Shares  to  individual
               investors  [Intentionally  omitted  pursuant  to  a  confidential
               treatment request and separately filed with the Commission].

           (2) [Intentionally  omitted  pursuant  to  a  confidential  treatment
               request and separately filed with the Commission].

           (3) [Intentionally  omitted  pursuant  to  a  confidential  treatment
               request and separately filed with the Commission].

     27.3  Licensee  agrees to provide  Licensor  with at least thirty (30) days
           prior written  notice of any desired  assignment of this Agreement or
           other  transfer as defined in this Paragraph 27. At the time Licensee
           gives  such  notice,   Licensee  shall  provide   Licensor  with  the
           information and documentation  necessary to evaluate the contemplated
           transaction. Except as otherwise provided in Subparagraph 27.2 above,
           Licensor's  consent (if given) to any assignment of this Agreement or
           other  transfer as defined in this  Paragraph  27 shall be subject to
           such terms and  conditions as Licensor deems  appropriate,  including
           but not limited to, payment of a transfer fee,  provided however that
           no such transfer fee shall be  applicable to a desired  assignment of
           this  Agreement  or other  transfer as defined in this  Paragraph  27
           effectuated in connection with a pre-packaged  plan of reorganization
           consummated  on or before June 30,  1999.  The amount of the transfer
           fee shall be determined by Licensor based upon the  circumstances  of
           the  particular  assignment  or  transfer,  taking into  account such
           factors as the  estimated  value of the  license  being  assigned  or
           otherwise  transferred;  the risk of business interruption or loss of
           quality, production or control Licensor may suffer as a result of the
           assignment   or   other   transfer;    the   identity,    reputation,
           creditworthiness,  financial  condition and business  capabilities of
           the proposed  assignee or other entity involved in the transfer;  and
           Licensor's   internal  costs  related  to  the  assignment  or  other
           transfer;  provided,  however,  in no event shall the transfer fee be
           less than [Intentionally omitted pursuant to a confidential treatment
           request and  separately  filed with the  Commission]  for any license
           between  Licensor and  Licensee  involved in an  assignment  or other
           transfer.  The  foregoing  transfer  fee  shall  not  apply  if  this
           Agreement is assigned to one or more of Licensee's Affiliates as part
           of a corporate  


<PAGE>
Golden Books Publishing Company, Inc.
Agreement dated December 12, 1998
Page 39


           reorganization exclusively among some or all of the entities existing
           in  Licensee's  corporate  structure  when this  Agreement is signed;
           provided, however, that Licensee must give Licensor written notice of
           such  assignment  and  a  description  of  the  reorganization.   The
           provisions of this  Subparagraph  27 shall  supersede any conflicting
           provisions  on this  subject  in any  publishing  license  agreements
           previously  entered  into  between  Licensee  and  Licensor  for this
           Territory.

     27.4  Notwithstanding Subparagraphs 27.1 and 27.3 above, Licensee may, upon
           Licensor's prior written consent sublicense  Licensee's rights and/or
           obligations hereunder to any of Licensee's Affiliates,  provided that
           each  such  Affiliate  agrees  to be  bound by all of the  terms  and
           conditions of this  Agreement,  and provided that each such Affiliate
           agrees to guarantee  Licensee's  full  performance  of this Agreement
           (including,  but not  limited  to,  Paragraph  19)  and to  indemnify
           Licensor for any failure of such  performance,  and further  provided
           that Licensee and each such Affiliate agree to provide  Licensor with
           satisfactory  documentation of such agreement(s),  guarantee(s),  and
           indemnification  upon Licensor's  request  therefor.  Licensee hereby
           irrevocably   and   unconditionally   guarantees  that  any  and  all
           Affiliates  sublicensed  hereunder  will  observe  and perform all of
           Licensee's  obligations  under  this  Agreement,  including,  but not
           limited to, the provisions governing  approvals,  and compliance with
           approved samples,  applicable Laws, and all other provisions  hereof,
           and that such companies will otherwise  adhere strictly to all of the
           terms  hereof  and  act in  accordance  with  Licensee's  obligations
           hereunder.  Any  involvement of an Affiliate in the activities  which
           are the subject of this Agreement shall be deemed carried on pursuant
           to such a  sublicense  and thus covered by such  guarantee;  however,
           unless  Licensee has obtained  Licensor's  consent to  sublicense  an
           Affiliate  in each  instance,  such  Affiliate  shall be deemed to be
           included  in  the  term   "Licensee"  for  all  purposes  under  this
           Agreement,  and Licensor may treat such unapproved involvement of the
           Affiliate  as a  breach  of  the  Agreement.  In  the  event  of  any
           sublicense to an Affiliate  hereunder,  the reference in Subparagraph
           27.1 to Licensee shall include such Affiliate sublicensee.

     27.5  Licensor's   rights  and  obligations   hereunder  may  be  assigned,
           delegated or otherwise transferred by Licensor.

28.  NOTICES

All notices which either party is required or may desire to serve upon the other
party  hereunder  shall be in writing and addressed to the party to be served at
the  address  set forth  below,  or to such other  address  as either  party may
hereafter designate:


<PAGE>
Golden Books Publishing Company, Inc.
Agreement dated December 12, 1998
Page 40


           To Licensor:         Disney Licensed Publishing
                                500 S. Buena Vista Street
                                Burbank, California 91521
                                Attention:  Vice-President

           With a copy to:      The Walt Disney Company
                                500 Park Avenue
                                New York, NY  100221
                                Attention:  Kenneth E. Newman
                                Senior Vice President - Eastern Regional Counsel

           To Licensee:         Golden Books Publishing Company, Inc.
                                888 Seventh Avenue
                                New York, NY  10019
                                Attention:  Richard Snyder

           With a copy to:      Golden Books Publishing Company, Inc.
                                888 Seventh Avenue
                                New York, NY  10019
                                Attention:  Philip Galanes, Esq.

Any notice,  served by either party,  may be served  personally or by depositing
the same addressed as herein  provided  (unless and until  otherwise  notified),
postage prepaid,  in the official mail of the country in which deposited,  or by
documented overnight delivery service.  Such notice shall be deemed to have been
served upon  personal  delivery or upon the date of mailing.  However,  Licensor
shall be deemed to have been served  with a notice of a request for  approval of
materials  under  this  Agreement  only upon  Licensor's  actual  receipt of the
request and of any required accompanying materials.

29.  MUSIC

Music is not  licensed  hereunder.  Any charges,  fees or royalties  payable for
music  rights  or any  other  rights  not  covered  by this  Agreement  shall be
additional to the Royalties and covered by separate agreement.

30.  GOODWILL

Licensee  hereby  acknowledges  that the rights and powers  retained by Licensor
hereunder are necessary to protect Disney  Enterprises'  copyrights and property
rights, and, specifically,  to conserve the goodwill and good name of Licensor's
products and Licensor's  Affiliates,  the Disney Property 


<PAGE>
Golden Books Publishing Company, Inc.
Agreement dated December 12, 1998
Page 41


and the name  "Disney",  and  therefore  Licensee  agrees that Licensee will not
allow the same to become involved in matters which will, or could,  detract from
or impugn the public  acceptance and popularity  thereof,  or impair their legal
status.

31.  RELATIONSHIP

This  Agreement does not provide for a joint  venture,  partnership,  franchise,
agency or employment relationship between the parties, or any other relationship
than that of licensor and licensee.

32.  CONSTRUCTION

The language of all parts of this Agreement shall in all cases be construed as a
whole,  according to its fair meaning and not strictly for or against any of the
parties. Headings of paragraphs herein are for convenience of reference only and
are without substantive significance.

33.  MODIFICATIONS OR EXTENSIONS OF THIS AGREEMENT

Except as otherwise  provided  herein,  this  Agreement  can only be extended or
modified by a writing  signed by both parties  executed after the effective date
hereof;  provided,  however,  that certain  modifications  shall be effective if
signed by the party to be  charged  and  communicated  to the other  party.  The
parties agree to execute such further documents as may be necessary to implement
or make effective the terms of this Agreement.

34.  RESERVATION OF RIGHTS

All rights not  specifically  granted and  licensed to  Licensee  hereunder  are
reserved to Licensor.

35.  WAIVERS

A waiver  by  either  party at any time of a  breach  of any  provision  of this
Agreement  shall  not  apply  to any  breach  of any  other  provision  of  this
Agreement,  or imply that a breach of the same  provision  at any other time has
been or will be waived, or that this Agreement has been in any way amended,  nor
shall any failure by either party to object to conduct of the other be deemed to
waive such party's  right to claim that a repetition of such conduct is a breach
hereof.

36.  SEVERABILITY

In  the  event  any  provision  contained  herein  is  held  to be  unlawful  or
unenforceable,  such provision shall be severable from the remaining  provisions
of this Agreement, which shall remain in full force and effect.


<PAGE>
Golden Books Publishing Company, Inc.
Agreement dated December 12, 1998
Page 42


37.  CHOICE OF LAW AND FORUM

This  Agreement  shall be deemed to be entered into in  California  and shall be
governed  and  interpreted  according  to the laws of the  State  of  California
applicable to contracts made and to be fully performed in California.  Any legal
actions  pertaining  to this  Agreement  shall be commenced  within the State of
California and within either Los Angeles or Orange Counties, and Licensee hereby
consents  to the  jurisdiction  of the courts  located in Los  Angeles or Orange
Counties.

38.  EQUITABLE RELIEF

Licensee  acknowledges  that  Licensor  will have no  adequate  remedy at law if
Licensee continues to manufacture,  sell,  advertise,  promote or distribute the
Book upon the expiration or termination of this Agreement. Licensee acknowledges
and  agrees  that,  in  addition  to any and all  other  remedies  available  to
Licensor,  Licensor  shall have the right to have any such  activity by Licensee
restrained  by  equitable  relief,  including,  but not  limited to, a temporary
restraining order, a preliminary  injunction,  a permanent  injunction,  or such
other  alternative  relief  as may be  appropriate,  without  the  necessity  of
Licensor posting any bond.

39.  POWER TO SIGN

The parties warrant and represent that their respective  representatives signing
this Agreement  have full power and proper  authority to sign this Agreement and
to bind the parties.

40.  CONFIDENTIALITY

     40.1  Licensee  represents  and warrants that Licensee did not trade on the
           prospect of a license from Licensor,  prior to full execution of this
           Agreement.  Licensee  agrees to keep the terms and conditions of this
           Agreement  confidential,  and Licensee  shall not disclose such terms
           and conditions to any third party without obtaining  Licensor's prior
           written consent; provided,  however, that the terms and conditions of
           this Agreement may be disclosed on a need-to-know basis to Licensee's
           outside  attorneys  and  accountants  who  agree  to be bound by this
           confidentiality  provision. In addition,  Licensee may have access to
           information concerning Licensor's and/or its Affiliates' business and
           operations, and/or information concerning works in progress, artwork,
           plots,  characters or other matters relating to Licensor's and/or its
           Affiliates'   artistic  creations,   which  information  may  not  be
           accessible or known to the general public. Licensee agrees not to use
           or disclose such  information  to any third party  without  obtaining
           Licensor's prior written consent.


<PAGE>
Golden Books Publishing Company, Inc.
Agreement dated December 12, 1998
Page 43


     40.2  Licensor  agrees to use reasonable  care to keep  confidential  those
           terms and conditions of this  Agreement  which are not standard terms
           and conditions contained in Licensor's licensed publishing agreements
           with other licensees,  and Licensor shall not disclose such terms and
           conditions  to any third party  without  obtaining  Licensee's  prior
           written consent; provided,  however, that the terms and conditions of
           this Agreement may be disclosed on a need-to-know basis to Licensor's
           outside  attorneys  and  accountants  who  agree  to be bound by this
           confidentiality  provision. In addition,  Licensor may have access to
           information concerning Licensee's and/or its Affiliates' business and
           operations  which  information  may not be accessible or known to the
           general  public.   Licensor  agrees  not  to  use  or  disclose  such
           information  to any third party without  obtaining  Licensee's  prior
           written consent.

     40.3  In the event  either  party is required to disclose  the  information
           deemed confidential in Subparagraphs 40.1 and 40.2 above, pursuant to
           any law,  court order or process,  the rules and  regulations  of any
           governmental  department,  agency or  authority  (including,  but not
           limited to, the Securities and Exchange  Commission) or any generally
           accepted  accounting  rules  mandating  disclosure in the  disclosing
           party's financial statements, the disclosing party agrees to give the
           non-disclosing  party prior written notice and the  disclosing  party
           shall use its best  efforts to obtain  confidential  treatment of the
           information required to be disclosed. Upon the non-disclosing party's
           request,  the disclosing  party agrees to incorporate,  to the extent
           reasonably  possible,  the  non-disclosing  party's comments into the
           disclosing party's request for confidential treatment,  provided such
           request and comments are received by the disclosing party within five
           (5)  business  days  after  receipt  the  notice  referred  to in the
           preceding sentence.

     40.4  Licensor and Licensee  shall  consult with each other before  issuing
           any press release or making any public  statement with respect to the
           execution,  termination,  expiration or terms and  conditions of this
           Agreement. and, except as may be required by law, shall not issue any
           such press  release or make any public  statement  unless the text of
           such statement shall first have been agreed upon by the parties.


<PAGE>
Golden Books Publishing Company, Inc.
Agreement dated December 12, 1998
Page 44

41.  PREVIOUS AGREEMENTS

Effective as of December 11, 1998, the Licensed Book Publishing  Agreement dated
September 26, 1997 has been terminated.  This Agreement, and any confidentiality
agreement  Licensee may have signed pertaining to any of the Licensed  Property,
contains the entire agreement between the parties  concerning the subject matter
hereof and supersedes any pre-existing or contemporaneous agreement and any oral
or written communications between the parties.

42.  SURVIVAL OF OBLIGATIONS

The respective  obligations of the parties under this Agreement,  which by their
nature would continue beyond the termination, cancellation or expiration of this
Agreement,  including but not limited to indemnification,  insurance, payment of
Royalties,  and Paragraph 26 above, shall survive  termination,  cancellation or
expiration of this Agreement.


ACCEPTED AND AGREED:

GOLDEN BOOKS PUBLISHING                         BUENA VISTA BOOKS, INC. COMPANY,
INC.                                            DBA DISNEY  LICENSED  PUBLISHING

By:    /s/                                      By:   /s/
      ---------------------------                    ---------------------------

Title:___________________________               Title:__________________________

Date:____________________________               Date:___________________________





<PAGE>

                      GOLDEN BOOKS PUBLISHING COMPANY, INC.
                        AGREEMENT DATED DECEMBER 12, 1998
                                   SCHEDULE A

                                 "A" PROPERTIES

[Intentionally   omitted  pursuant  to  a  confidential  treatment  request  and
separately filed with the Commission]

(18)  Characters from each  new major children-oriented  Disney-branded  feature
animation film, animation video, and Disney-branded live action film released or
re-released during the Term;

(19)  Children-oriented  television  properties  which  Licensor has  previously
licensed  to  Licensee  as well as new  properties  which are  derived  from the
non-television  Properties  listed  above  and are  developed  by  Disney  for a
children- oriented television series; and

(20) New children-oriented  television properties originally developed by Disney
or acquired by Disney,  but only if Licensor  and Licensee  mutually  agree to a
program whereby Licensee shall provide  sufficient  publishing  support for such
new television property.

*Tentative title

Licensor shall determine the  classification of any given property into "A", "B"
or "C"  Properties,  in good  faith,  in  Licensor's  absolute  discretion,  and
consistent with existing property classifications.


<PAGE>
                     GOLDEN BOOKS PUBLISHING COMPANY, INC.
                      GOLDEN BOOKS PUBLISHING COMPANY, INC.
                        AGREEMENT DATED DECEMBER 12, 1998
                                   SCHEDULE A

                                 "B" PROPERTIES


[Intentionally   omitted  pursuant  to  a  confidential  treatment  request  and
separately filed with the Commission]

(24) Children-oriented  television  properties  which  Licensor  has  previously
licensed  to  Licensee  as well as new  properties  which are  derived  from the
non-television  Properties  listed above and which are developed by Disney for a
children-oriented television series; and

(25) New children-oriented  television properties originally developed by Disney
or acquired by Disney,  but only if Licensor  and Licensee  mutually  agree to a
program whereby Licensee shall provide  sufficient  publishing  support for such
new television property.

*Tentative title

<PAGE>
                      GOLDEN BOOKS PUBLISHING COMPANY, INC.
                        AGREEMENT DATED DECEMBER 12, 1998
                                   SCHEDULE A

                                 "C" PROPERTIES

[Intentionally   omitted  pursuant  to  a  confidential  treatment  request  and
separately filed with the Commission]

(19)  Children-oriented  television  properties  which  Licensor has  previously
licensed  to  Licensee  as well as new  properties  which are  derived  from the
non-television  Properties  listed above and which are developed by Disney for a
children-oriented television series; and

(20) New children-oriented  television properties originally developed by Disney
or acquired by Disney,  but only if Licensor  and Licensee  mutually  agree to a
program whereby Licensee shall provide  sufficient  publishing  support for such
new television property.






<PAGE>

                      GOLDEN BOOKS PUBLISHING COMPANY, INC.
                        AGREEMENT DATED DECEMBER 12, 1998
                                   SCHEDULE B




FORMATS                        [Intentionally omitted pursuant to a confidential
treatment request and separately filed with the Commission]
Color & Activity 
 
Activity pads                      [Intentionally omitted pursuant to a
Color-by-Number                    confidential treatment request and separately
Color Surprise (magic)             filed with the Commission]
Easy Peel Sticker books            "
Foil sticker books                 "
Magic slates*                      "
Mark & See Magic                   "
Match & Color                      "
My Coloring book                   "
My First Activity book             "
Paint with water                   "
Paint box books                    "
Paint 'N' Marker                   "
Paper doll book                    "
Posters to color                   "
Press-out activity book            "
Scented sticker book               "
Shaped coloring book               "
Special edition coloring book      "
Sticker by Number                  "
Sticker fun                        "
Super coloring book                "
Super paint with water             "
Tell-a-Story sticker book          "
Trace & Color                      "



For purposes of this Agreement,  the term "Book," as it applies to the color and
activity format,  shall include, in addition to those color and activity formats
listed hereinabove, the following:

(a) Licensee's color and activity books, in which the Licensed Property is used,
existing as of the date of this  Agreement in the format  specifications  (e.g.,
trim  size and page  count)  previously  approved  by  Licensor  under any prior
license agreements between Licensor and Licensee (or their predecessors);

(b) New color and activity formats  developed by Licensee which meet each of the
following criteria:

(i) Derivative of any color and activity formats approved by Licensor under this
Agreement or under any prior license agreement between Licensor and Licensee (or
their predecessors);

(ii)  Similar  in price  point to any color and  activity  formats  approved  by
Licensor  under this  Agreement  or under any prior  license  agreement  between
Licensor and Licensee (or its predecessors); and


<PAGE>

(iii) Subject to the same distribution  channels  authorized in Subparagraph 2.3
of this Agreement.

For purposes of this Agreement,  the term "Book," as it applies to the color and
activity format, shall not include the following:

(a) Any product  which is or could be  reasonably  construed  as an entirely new
category of product (e.g.,  educational  workbooks or foreign language  teaching
products);

(b) Any product which includes any new or substantially new technology, or a key
component of which,  was not  contemplated by the scope of the authorized  color
and activity  formats  licensed  hereunder  (e.g., a talking  coloring book or a
color and activity book with a toy or audiocassette);

(c) Any product  which has been  licensed by Licensor to another  licensee as of
the  date of this  Agreement,  but  only  for the  duration  of the term of such
license(s); and

(d) Any  product  which,  in whole  or in  part,  falls  outside  of  Licensor's
customary licensed  publishing  business or which is published,  manufactured or
licensed or being published, manufactured or licensed by Licensor's Affiliates.



<PAGE>

                      GOLDEN BOOKS PUBLISHING COMPANY, INC.
                        AGREEMENT DATED DECEMBER 12, 1998
                                   SCHEDULE B



FORMAT                         [Intentionally omitted pursuant to a confidential
treatment request and separately filed with the Commission]

Storybook

Deluxe Super Shape book            [Intentionally omitted pursuant to a
Little Golden book                 confidential treatment request and separately
Look Look book                     filed with the Commission]
Super Shape book                   "
First Little Golden book           "
Sturdy Shape book**                "
Little Look Look book              "
Little Little Golden book (2-pack) "
Little Super Shape                 "
Little Golden Storybook            "


*Books are to be of a type and quality designed to sell for the suggested retail
prices,  provided,  however,  that Licensee has the absolute discretion to price
the books as Licensee deems appropriate.

**Subject to Subparagraph 2.1 of this Agreement.

For purposes of this  Agreement,  the term "Book" as it applies to the storybook
format shall  include,  in addition to those  storybook  formats  listed  above,
storybooks  developed by Licensee which contain minor modifications  (e.g., trim
size and page  count) to the  specifications  of the  storybook  formats  listed
hereinabove and which are subject to the same distribution  channels  authorized
in Subparagraph 2.3 of this Agreement.  Nothing in this Agreement shall preclude
Licensee   from   submitting   for   Licensor's   consideration   new  storybook
opportunities.








<PAGE>

                      GOLDEN BOOKS PUBLISHING COMPANY, INC.
                       AGREEMENT DATED SEPTEMBER 26, 1997
                                   SCHEDULE C

[Intentionally   omitted  pursuant  to  a  confidential  treatment  request  and
separately filed with the Commission].



<PAGE>


                              SUPPLIER'S AGREEMENT

                                    EXHIBIT 1

________________________________________________________________________________

SUPPLIER:  _____________
           _____________
           _____________



Reference  is  made to the  license  agreement  dated  ________  between  Disney
Licensed Publishing ("Licensor") and ___________  ("Licensee") in which Licensor
has licensed  the  publication  by Licensee of  ________________________________
(the  "publication").  Licensor hereby authorizes you to prepare,  from material
supplied to you by Licensee and/or Licensor, reproduction material, including as
applicable film positives, four color separations, photographs,  transparencies,
film negatives, black separations,  black keyplate proofs and other reproduction
material used in the manufacture of the publication, upon the condition that the
Supplier  shall  sign and fully  comply  in all  respects  with this  agreement.
Failure of said  condition  shall entitle  Licensor to terminate  this agreement
forthwith.  The property  rights  (including  but not limited to  copyright  and
physical  ownership)  in all  such  materials  shall  remain  vested  in  Disney
Enterprises, Inc., at all times. Said reproduction material will be delivered by
you to no one other than Licensee, or as Licensor may otherwise direct. Licensor
shall be under no  obligation  to you with  respect  to such  charges  as may be
incurred in connection  with  reproduction  material  prepared at the request of
Licensee.

The Supplier  signing  below agrees that  (except as may be  authorized  under a
separate agreement with Licensor):

           1. The Supplier will not  manufacture  the  publication or components
thereof to the order of anyone but the Licensee, will invoice only the Licensee,
will not ship to anyone other than the Licensee or Licensee's designees and will
not ship after the expiration date of the License Agreement.

           2. The Supplier will not subcontract production of the publication or
components thereof without Licensor's written consent.

           3. The  Supplier  will   not  (without  Licensor's  written  consent)
manufacture  the publication or components  thereof listed above,  other than in
accordance with this agreement.

           4. From time to time, the Supplier will permit Licensor's  authorized
representatives  to inspect its  activities and premises,  accounting  books and
invoices relevant to its manufacture and supply of the publication.


<PAGE>


           5. The Supplier will not publish or cause the publication of pictures
from the  publication  in any other  publication or  promotional  material,  nor
advertise  the fact that it is  permitted  to  manufacture  the  publication  or
components  thereof,  nor use the name "Disney" or any variant  thereof  without
Licensor's prior written consent.

           6. In manufacturing  the  publication,  the Supplier will comply with
all applicable laws, regulations,  voluntary industry standards, codes, or other
obligations  (collectively  "Laws"),  including  but not limited to,  applicable
health  and  safety  standards  and  labor  laws for  manufacturing  operations.
Specifically, the Supplier covenants that:

           (a) The Supplier  agrees not to use child labor in the  manufacturing
or packaging of the publication or components  thereof.  The term "child" refers
to a person younger than the age for completing compulsory education,  but in no
case shall any child  younger than fourteen (14) years of age be employed in the
manufacturing or packaging of the publication or components thereof.

           (b) The Supplier agrees to provide  employees with a safe and healthy
workplace in compliance with all applicable Laws. The Supplier agrees to provide
Licensor  with all  information  Licensor  may request  about  manufacturing  or
packaging facilities for the publication or components thereof.

           (c) The  Supplier  agrees only to employ  persons  whose  presence is
voluntary.  The  Supplier  agrees not to use prison  labor,  or to use  corporal
punishment or other forms of mental or physical coercion as a form of discipline
of employees.

           (d) The Supplier  agrees to comply with all applicable  wage and hour
Laws, including minimum wage,  overtime,  and maximum hours. The Supplier agrees
to utilize fair employment practices as defined by applicable Laws.

           (e) The Supplier  agrees not to discriminate in hiring and employment
practices on grounds of race, religion,  national origin, political affiliation,
sexual preference, or gender.

           (f) The Supplier  agrees to comply with all applicable  environmental
Laws.

           (g) The Supplier  agrees that Licensor may engage in activities  such
as unannounced on-site  inspections of manufacturing or packaging  facilities in
order to monitor compliance with applicable Laws.

           7. Upon expiration or termination of the License  Agreement,  or upon
notification by Licensor or Licensee,  you will immediately cease  manufacturing
the  publication and deliver to Licensor or its authorized  representative  such
reproduction  materials as are  necessary  for  printing,  and shall  deliver to
Licensee,  or to  Licensor if Licensor so  requests,  all  artwork,  textual and
reproduction  materials for the publication  which Licensor or Licensee may have
caused to be  furnished  to you,  and all  original  and  reproduction  material
prepared by you hereunder,  unless  Licensee has engaged you to do the printing,
in which case you will deliver such original and  reproduction  material at such
other time as Licensor  may direct,  or in the absence of such  direction,  


<PAGE>

upon
completion  of your use of such  original  and  reproduction  materials  for the
printing of the publication. Said materials shall be so delivered without charge
other than the expense of delivery,  and shall be complete  and in  reproduction
condition.  You agree to provide  Licensor  upon request,  a statement  and/or a
duplicate invoice as to all materials provided to Licensee hereunder.


DISNEY LICENSED PUBLISHING                      ACCEPTED AND AGREED BY:
 

By:  ______________________________             By:  __________________________
        (to be signed by Supplier)

Title: ____________________________             Title: _________________________


Company:___________________________


<PAGE>

                                    EXHIBIT 2
                  WORK FOR HIRE AGREEMENT/COPYRIGHT ASSIGNMENT

The  undersigned  agrees  that  for  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged,  all literary and/or artistic Work
(collectively  the "Work")  written or otherwise  created by the  undersigned in
connection       with      the      publication       tentatively       entitled
___________________________________   (the  "Publication")  was  written  and/or
otherwise  created  by the  undersigned  as a work  made  for  hire  for  Disney
Enterprises,  Inc.  ("Disney")  pursuant to an agreement between the undersigned
and   _________________   ("Publisher")  dated   ________________________.   The
undersigned acknowledges that the Work was specially ordered or commissioned for
use as a  contribution  to the  Publication,  that  Disney owns  throughout  the
universe in perpetuity all right, title and interest in the Work and the results
and  proceeds of the  undersigned's  services,  that Disney  shall be deemed the
author of the Work for purposes of copyright  and that Disney is entitled to the
copyright(s) therein (and all renewals and extensions  thereof),  with the right
to make such  changes  in the Work and uses  thereof  as Disney may from time to
time  determine  within its sole  discretion.  The  undersigned  also assigns to
Disney all now known and hereafter  existing rights of every kind (including the
copyright and all renewals and extensions  thereof),  throughout the universe in
perpetuity  and in all  languages,  pertaining to the Work for all now known and
hereafter  existing uses,  media, and forms.  The undersigned  hereby waives any
claims that the  undersigned  may now or hereafter have in any  jurisdiction  to
so-called "moral rights" or rights of "droit moral" with respect to the Work.

The undersigned represents and warrants that, except as to any material provided
to the undersigned by Publisher  and/or Disney and incorporated in the Work, the
Work is wholly original with the  undersigned  who is the sole creator  thereof,
the Work does not  violate  the rights of any third  party,  the Work is not the
subject of any litigation or claim that might give rise to litigation,  and that
the undersigned has all rights  necessary to convey the rights granted to Disney
herein.  The  undersigned  agrees to indemnify and hold  harmless  Publisher and
Disney, their respective parent and affiliated companies, successors, licensees,
and  assigns  against  any breach of any of the  foregoing  representations  and
warranties. The undersigned agrees to execute such further documents and do such
other acts as may be  required  by Disney to  evidence  or  effectuate  Disney's
rights  hereunder.  Failure to do so shall  automatically  empower Disney as the
undersigned's attorney-in-fact to execute such documents and do such acts in the
place and stead of the undersigned. Disney's rights in the Work may be assigned,
licensed,  or otherwise transferred by Disney, and this Agreement shall inure to
the benefit of Publisher's and Disney's respective  successors,  licensees,  and
assignees.

Print Name:_____________________________

Signature:______________________________

Address:________________________________

________________________________________

Date:___________________________________

<PAGE>

                                    EXHIBIT 3

                          Code of Conduct for Suppliers

At The Walt Disney Company, we are committed to:

-    a standard  of  excellence  in every  aspect of our  business  and in every
     corner  of the  world;  

-    ethical and responsible conduct in all of our operations; 

-    respect for the rights of all individuals; and

-    respect for the environment.

We  expect  these  same  commitments  to be shared  by all  suppliers  of Disney
publications. At a minimum, we require that all suppliers of Disney publications
meet the following standards:


Child Labor         Suppliers will not use child labor.

The term  "child"  refers  to a 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.

Suppliers  employing  young  persons  who do not fall within the  definition  of
"children"  will also comply with any laws and  regulations  applicable  to such
persons.

Involuntary Labor   Suppliers  will not use any  forced  or  involuntary  labor,
                    whether prison, bonded, indentured or otherwise.

Coercion and           
  Harassment        Suppliers will treat each employee with dignity and respect,
                    and will not use corporal punishment, threats of violence or
                    other forms of  physical,  sexual,  psychological  or verbal
                    harassment or abuse.

Nondiscrimination   Suppliers  will not  discriminate  in hiring and  employment
                    practices,   including   salary,   benefits,    advancement,
                    discipline, termination or retirement, on the basis of race,
                    religion, age, nationality,  social or ethnic origin, sexual
                    orientation, gender, political opinion or disability.

Association         Suppliers will respect the rights of employees to associate,
                    organize and bargain  collectively  in a lawful and peaceful
                    manner, without penalty or interference.

Health and Safety   Suppliers  will  provide  employees  with a safe and healthy
                    workplace  in  compliance   with  all  applicable  laws  and
                    regulations,  ensuring  at a minimum,  reasonable  access to
                    potable  water and sanitary  facilities,  fire  safety,  and
                    adequate lighting and ventilation.


<PAGE>

Suppliers  will also  ensure  that the same  standards  of health and safety are
applied in any housing that they provide for employees.

Compensation        We expect suppliers to recognize that wages are essential to
                    meeting  employees'  basic  needs.   Suppliers  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.  If
                    local laws do not provide for overtime pay,  suppliers  will
                    pay at least  regular  wages for  overtime  work.  Except in
                    extraordinary  business  circumstances,  suppliers  will not
                    require  employees  to work more  than the  lesser of (a) 48
                    hours per week and 12 hours  overtime  or (b) the  limits on
                    regular and  overtime  hours  allowed by local law or, where
                    local law does not limit the hours of work, the regular work
                    week in such  country plus 12 hours  overtime.  In addition,
                    except in extraordinary  business  circumstances,  employees
                    will be entitled to at least one day off in every  seven-day
                    period.

                    Where local  industry  standards are higher than  applicable
                    legal  requirements,  we expect suppliers to meet the higher
                    standards.

Protection of the
  Environment       Suppliers will comply with all applicable environmental laws
                    and regulations.

Other Laws          Suppliers   will  comply  with  all   applicable   laws  and
                    regulations,  including those pertaining to the manufacture,
                    pricing, sale and distribution of publications.

                    All references to "applicable  laws and regulations" in this
                    Code of Conduct include local and national codes,  rules and
                    regulations  as well as  applicable  treaties and  voluntary
                    industry standards.

Subcontracting      Suppliers will not use subcontractors for the manufacture of
                    Disney  publications or components  thereof without Disney's
                    express written  consent,  and only after the  subcontractor
                    has entered into a written  commitment with Disney to comply
                    with this Code of Conduct.

Monitoring and
  Compliance        Suppliers  will authorize  Disney and its designated  agents
                    (including third parties) to engage in monitoring activities
                    to confirm  compliance with this Code of Conduct,  including
                    unannounced on- site inspections of manufacturing facilities
                    and employer-provided  housing; reviews of books and records
                    relating to employment matters;  and private interviews with
                    employees. Suppliers will maintain on site all documentation
                    that may be needed to demonstrate  compliance with this Code
                    of Conduct.


<PAGE>

Publication         Suppliers  will take  appropriate  steps to ensure  that the
                    provisions  of this  Code of  Conduct  are  communicated  to
                    employees, including the prominent posting of a copy of this
                    Code  of  Conduct,  in the  local  language  and in a  place
                    readily accessible to employees, at all times.



<PAGE>

                                    EXHIBIT 4

                          Code of Conduct for Licensees


At The Walt Disney Company, we are committed to:

-    a standard  of  excellence  in every  aspect of our  business  and in every
     corner of the world;
-    ethical and responsible conduct in all of our operations; 
-    respect for the rights of all individuals; and 
-    respect for the environment.


We expect these same  commitments  to be shared by all Disney  licensees and the
suppliers  with which they work in the production of Disney  publications.  At a
minimum, we require that all Disney licensees meet the following standards:

Conduct of
  Manufacturing     Licensees  that  engage  directly  in the  manufacturing  of
                    Disney  publications  will comply with all of the  standards
                    set forth in Disney's Code of Conduct for Suppliers,  a copy
                    of which is attached.

                    Licensees will ensure that each manufacturer  other than the
                    licensee also enters into a written  commitment  with Disney
                    to comply with the  standards  set forth in Disney's Code of
                    Conduct for Suppliers.

                    Licensees will prohibit  suppliers from  subcontracting  the
                    manufacture  of Disney  publications  or components  thereof
                    without Disney's express written consent, and only after the
                    subcontractor  has entered  into a written  commitment  with
                    Disney  to  comply  with   Disney's   Code  of  Conduct  for
                    Suppliers.

Monitoring and
  Compliance        Licensees will take appropriate  steps, in consultation with
                    Disney,  to develop,  implement  and maintain  procedures to
                    evaluate and monitor  suppliers of Disney  publications  and
                    ensure   compliance   with  Disney's  Code  of  Conduct  for
                    Suppliers,  including  unannounced  on-site  inspections  of
                    manufacturing  facilities  and  employer-provided   housing;
                    review of books and records relating to employment  matters;
                    and private interviews with employees.

                    Licensees  will authorize  Disney and its designated  agents
                    (including  third  parties) to engage in similar  monitoring
                    activities to confirm  Licensees'  compliance with this Code
                    of   Conduct.   Licensees   will   maintain   on  site   all
                    documentation   that  may  be  needed  to  demonstrate  such
                    compliance.


<PAGE>


                                    EXHIBIT 5


[To Be Supplied]




<PAGE>

                                    EXHIBIT 6


[To Be Supplied]




<PAGE>
                                    EXHIBIT 7


[To Be Supplied]





<PAGE>