FORM:  NBAP
                                                              U.S./Non-Apparel
                                                              PR

LICENSEE:     THE TOPPS COMPANY, INC.        RETAIL PRODUCT LICENSE AGREEMENT
ADDRESS: One Whitehall Street
         New York, NY 10004

THIS RETAIL PRODUCT LICENSE  AGREEMENT is entered into by NBA  Properties,  Inc.
("NBAP"),  with its  principal  office at 645 Fifth Avenue,  New York,  New York
10022, and the licensee listed above  ("LICENSEE") with regard to the commercial
use of certain  names,  logos,  symbols,  emblems,  designs and uniforms and all
identifications,  labels,  insignia  or indicia  thereof  (the  "Marks")  of the
National Basketball  Association (the "NBA") and its Member Teams (collectively,
the  "NBA  Marks")  in  combination  with  the  names,  nicknames,  photographs,
portraits, likenesses,  signatures or other identifiable features ("Attributes")
of  "Current"  (as defined in  Paragraph 1 of the  attached  Standard  Terms and
Conditions)  NBA  players.  On the terms of this  Agreement  and  subject to the
attached NBAP Standard Terms and Conditions, NBAP hereby grants to LICENSEE, and
LICENSEE  hereby  accepts,  the  non-exclusive  (except as  otherwise  expressly
provided  in this  Agreement)  right and  license to use the Marks of the Member
Teams,  the  silhouetted  dribbler  logo (the "NBA  Logo")  and NBA  Marks,  NBA
All-Star  Weekend  and NBA  Playoffs  and Finals  (collectively,  the  "Licensed
Marks") in combination with the names, photographs,  likenesses,  NBA statistics
and  biographical  information  (and  such  additional  Attributes  as NBAP  may
specifically  approve on a case-by-case  basis from time to time) of all Current
NBA  Players  (on a group basis and to the extent NBAP can convey such rights in
accordance  with the  Group  License  Agreement  between  NBAP and the  National
Basketball   Players   Association   ("NBPA")   (or  its   successor)   ("Player
Attributes"))  in accordance  with the terms of this  Agreement  (the  "Licensed
Attributes")  (including the usage of multiple player  requirements set forth in
Paragraph A below),  in either case,  solely in connection with the manufacture,
distribution,  advertisement,  promotion  and sale of the products  described in
Paragraph  A  below  including  one or  more of the  Licensed  Marks  ("Licensed
Products"). No license or right is granted for the use of the Licensed Marks for
any  purpose  other  than  on the  Licensed  Products  and in the  distribution,
advertisement,  promotion and sale of the Licensed  Products in accordance  with
this Agreement.

A.   LICENSED PRODUCTS:

     Trading  Cards:  trading card products as approved by NBAP pursuant to this
     Agreement.  During the Term (as defined  below),  LICENSEE shall make up to
     (Information subject to request for confidential treatment.) "Releases" (as
     defined in Paragraph 1 of the attached NBAP Standard Terms and  Conditions)
     in the 1st Contract  Year and up to  (Information  subject to  confidential
     treatment.) in each of the 2nd and 3rd Contract Years. 
     (Information subject to confidential treatment.)
     (Information subject to confidential treatment.)
     (Information subject to confidential treatment.)

<PAGE>

B.   TERM:  As of August 1, 1998 to July 31, 2001  (the "Term").

C.   TERRITORY: Licensed  Products may only be distributed in the United States,
     the District of Columbia,  U.S. territories and possessions,  U.S. military
     bases worldwide and Canada (collectively "North America") and Australia and
     New Zealand (collectively, the "Territory").

D.   ROYALTY RATES:  LICENSEE shall pay monthly to NBAP a combined royalty and 
     advertising and promotion  payment  (hereinafter  referred to as "royalty")
     equal to the  percentage  of "Net Sales" (as defined in  Paragraph 1 of the
     attached NBAP Standard Terms and Conditions)  listed opposite each Licensed
     Product category for the territories specified below:

                                                               Australia and
                                North America                  New Zealand

Trading Cards
     Topps Brand               (Information subject to confidential treatment.)
     All Other Brands          (Information subject to confidential treatment.)

Card Art and Replica Jerseys   (Information subject to confidential treatment.)

E.   MINIMUM GUARANTEES:

     (i) Minimum  Guarantees:  LICENSEE  guarantees that its aggregate  annual
         royalty  payments to NBAP for each Contract Year under this  Agreement
         shall not be less than the amount  set forth  opposite  such  Contract
         Year:

         1st  Contract Year:    (Information subject to confidential treatment.)
         2nd Contract Year:     (Information subject to confidential treatment.)
         3rd Contract Year:     (Information subject to confidential treatment.)

    (ii) Monthly Minimum  Payments:  Notwithstanding  anything to the contrary 
         in Paragraph 6(a) of the NBAP Standard  Terms and Conditions  attached
         hereto,  with respect to the 1st Contract  Year, the minimum amount of
         each monthly royalty payment shall be the amount which,  when added to
         the payments of royalties  previously  made for the 1st Contract  Year
         shall be equal to:

         (Information subject to confidential treatment.)


<PAGE>

F.   ADVERTISING AND PROMOTION:

     (i) Consistent  with NBAP's  past  practice of  creating,  undertaking  or
         supporting  advertising  and  promotion  activities  with  respect  to
         NBAP-licensed  products  sold at retail,  NBAP shall  devote up to two
         percent (2%) of Net Sales (from the  royalties  received from LICENSEE
         pursuant to this Agreement) to cover the expenses  incurred by NBAP in
         connection   with   such   advertising   and   promotion   activities.
     
    (ii) LICENSEE  shall  exhibit,  at its sole  cost and  expense,  a fair and
         representative  selection  of  Licensed  Products  at every trade show
         LICENSEE  attends and where the  exhibition  of sports  trading  cards
         would be appropriate.

G.   SELLING PRACTICES:  LICENSEE  acknowledges NBAP's legitimate and reasonable
     interest  in  protecting  the  value of the NBA Marks  and  maximizing  the
     effectiveness  of its advertising,  promotion and  distribution  efforts by
     segmenting the classes of trade into which its licensees sell NBAP-licensed
     products.  Therefore,  LICENSEE  acknowledges that a failure to comply with
     the selling  practices set forth in this Paragraph shall cause  significant
     harm  to  NBAP's  efforts  to  effectively   and   efficiently   distribute
     NBAP-licensed products.

H.  MEDIA AND EVENT SUPPORT:LICENSEE shall expend on NBA media and events during
    each  Contract  Year an amount no less than the amount  set forth  opposite
    such Contract Year:

     1st Contract Year:    (Information subject to confidential treatment.)
     2nd Contract Year:    (Information subject to confidential treatment.)
     3rd Contract Year:    (Information subject to confidential treatment.)

     The specific allocation of the funds to be spent pursuant to this Paragraph
     H shall be as mutually  agreed upon by NBAP and  LICENSEE.  Notwithstanding
     the foregoing,  if a Work Stoppage causes the 1998-99 NBA Regular Season to
     be delayed, LICENSEE shall receive a credit against LICENSEE's 1st Contract
     Year  NBA  media  and  event  support  obligation  in an  amount  equal  to
     (Information  subject to confidential  treatment.) for each thirty (30) day
     period  such  Season is delayed  (it being  understood  that the  aggregate
     amount of any such relief shall be  pro-rated  for any delay of the 1998-99
     NBA Season  less than  thirty (30)  days).  In  addition,  if either of the
     1999-2000  or the  2000-2001  NBA  Season is  delayed as a result of a work
     stoppage,  LICENSEE shall receive a credit against LICENSEE's NBA media and
     event support obligation for the applicable Contract Year (e.g., LICENSEE's
     2nd Contract Year NBA media and event support obligation for a delay of the
     1999-2000  NBA  Season)  in an  amount  equal to  (Information  subject  to
     confidential  treatment.)  for each  thirty  (30) day period such Season is
     delayed (it being  understood that the aggregate  amount of any such relief
     shall be  pro-rated  for any delay of such  Season  less than  thirty  (30)
     days).

 
AGREED TO AND ACCEPTED, subject                      AGREED TO AND ACCEPTED:
to and incorporating the attached NBAP               NBA PROPERTIES, INC.
Standard Terms and Conditions which
the undersigned has read:
THE TOPPS COMPANY, INC.                              By:________________________
                                                          Harvey E. Benjamin
                                                          Senior Vice President,
                                                          Business Affairs

By:__________________________
Title:_________________________                      Dated:_____________________

<PAGE>

                       NBAP STANDARD TERMS AND CONDITIONS


1.   ADDITIONAL DEFINITIONS
     For the purposes of this Agreement:
     (a) "Contract  Year"  shall  mean a twelve  (12) month  accounting  period
         commencing August 1 and concluding July 31.  
     
     (b) "Counterfeit Goods" shall mean and include:(i) goods that bear any NBA 
          Mark that has been  reproduced  and/or affixed  without  authorization
          from NBAP; (ii) goods that bear any NBA Mark produced by any source in
          excess of an amount ordered by an NBAP licensee;  and (iii) goods that
          bear any NBA Mark that have been  rejected by NBAP or an NBAP licensee
          and nevertheless enter the stream of commerce.

     (c) "Current" (as used with respect to players) shall mean (i) a player on
         an NBA team  roster  as of the time of  LICENSEE's  submission  of its
         player  list  for  NBAP  approval,  or  use,  (ii) in the  event  of a
         LICENSEE's submission during the "off-season," players that were on an
         NBA team roster at the end of the  preceding  regular  season and have
         not announced their retirement or an intention to play basketball in a
         professional  league other than the NBA, and (iii) such other  players
         as NBAP may approve for use on a case-by-case basis.
     
     (d) "Diverted  Goods" shall mean and include any goods  produced by someone
          acting on behalf of an NBAP licensee, which goods are not delivered by
          the  producer  to such  licensee  or to a  person  designated  by such
          licensee to receive such goods.

     (e) (i) "NBA Photo" means any photograph (which shall specifically include
         transparencies, negatives and any other photographic property created)
         of a  current  NBA  player  taken by any  party  during  an NBA  game,
         competition, event or NBA-coordinated activity (e.g., Pre-Draft Camps,
         Rookie  Orientation,  player  appearances,  etc.),  or in which such a
         player  is  pictured  in his NBA  team or  League  issued  uniform  or
         practice wear or NBA-identified merchandise. (ii) "Commissioned Photo"
         shall mean any NBA Photo taken by a  photographer  engaged by LICENSEE
         on or after October 1, 1993 and in accordance with Paragraph 2 below.
     (f) (i)  "Net  Sales"  shall  mean  (Information  subject to  confidential
         treatment.)
     (g) "Parallel Goods" shall mean and include Licensed  Products transferred 
         outside of the Territory or brought into the Territory in violation of
         this Agreement.
     (h) "Premium" shall mean anything given free or sold at substantially less
         than its usual selling price (but does not include sales made pursuant
         to periodic price reductions  resulting from  "specials,"  "sales," or
         volume  pricing  discounts) for the purpose of increasing the sale of,
         or  publicizing,   any  product  or  service,  or  other  giveaway  or
         promotional  purpose.  Other giveaway or promotional purposes include,
         but are not  limited  to,  self-liquidating  offers,  uses of Licensed
         Products  as sales  force or trade  incentives  and sales of  Licensed
         Products through  distribution  schemes  involving earned discounts or
         "bonus" points based on the consumer's use of the offeror's product or 
         service.
     (i) "Release" means each series of a Licensed Product issued in series(for
         example,  Stadium  Club Series I and Stadium Club Series II would each
         be counted  as a  release)  and each  Licensed  Product  not issued in
         series (for example, Bowman's Best would be counted as a release).
     (j) "Set" means all  the cards in all series  of a Licensed Product issued 
         in series and in each Licensed Product not issued in series.
2.   ARENA  ACCESS;   EXPENSES  
     (a) (Information  subject  to  confidential treatment.)  
     (b) Expenses &  Responsibilities:  All  expenses  related  to  assignments
         performed  by  LICENSEE's  photographers  hereunder  shall  be paid by
         LICENSEE. Such expenses include, but are not limited to: the purchase,
         installation and shipping of strobes;  all travel  expenses;  purchase
         and shipment of film;  building and union fees if applicable;  and any
         and all other expenses deemed necessary by LICENSEE or NBAP to perform
         photographic  assignments hereunder. All film exposed by photographers
         in connection with assignments  performed  hereunder shall be shipped,
         via overnight delivery,  unprocessed to the offices of NBA PHOTOS (450
         Harmon  Meadow  Boulevard,  Secaucus,  New  Jersey  07094) on the next
         business day following the day of the  assignment.  All shipping costs 
         shall be paid by LICENSEE or its  photographers,  and NBA PHOTOS shall
         pay processing  expenses.  If permission is granted to LICENSEE or its
         photographer  to process exposed film,  LICENSEE or the  photographers
         shall pay the cost of processing. On occasion, NBAP may desire to send
         originals  from a specific game or games to an NBAP client or NBA team
         prior  to  sending   them  to   LICENSEE.   (Information   subject  to
         confidential  treatment.).  In the  event  LICENSEE  does not  respond
         within two (2) business  days,  NBA PHOTOS may submit the materials to
         its client or team  provided that such a submission by NBA PHOTOS does
         not knowingly interfere with LICENSEE's ability to meet its production
         deadlines and does not violate the provisions of Paragraph 3(b) below. 
         NBAP shall catalog, label and duplicate all of the Commissioned Photos
         selected by NBAP for  inclusion in the NBA PHOTOS' archives  and shall
         send to LICENSEE  within five (5) business  days after  receipt of the
         exposed film all originals of Commissioned  Photos along with a set of
         duplicates.  NBAP  shall pay all costs  associated  with  duplication.
<PAGE>

         LICENSEE shall review all original materials and return to NBA PHOTOS,
         within ten (10) business days from its receipt thereof,  any originals
         not  selected by LICENSEE  for use on Licensed  Product.  Commissioned
         Photos  selected  for use on  Licensed  Product  shall be  returned by
         LICENSEE  to NBA  PHOTOS  upon  request.  LICENSEE  shall  make  every
         reasonable  effort to provide  NBA PHOTOS  with  timely  access to any
         materials being held by LICENSEE.
3.   RIGHTS IN COMMISSIONED PHOTOS     
     All Commissioned  Photos  shall  become and remain the property of NBAP as
     provided under Paragraph 10(d) below.
     (a) NBAP's rights in Commissioned Photos shall include, but not be limited 
         to: (i) the unrestricted and exclusive  reproduction rights throughout
         the  world,  without  name  credit,  for  advertising,  trade,  or art
         purposes  or any  other  lawful  purpose;  (ii)  the  exclusive  right
         throughout the world to protect the Commissioned Photos by copyrights,
         in  NBAP's  name and for its  benefit,  including  the right to secure
         extensions  and  renewals of such  copyrights,  in NBAP's name and for
         NBAP's  benefit;  (iii)  the  right  to  alter,  retouch  or crop  the
         Commissioned Photos in any way; (iv) the right to license, distribute,
         assign or transfer  any right,  title,  interest or  copyright  in the
         materials  or  otherwise  dispose  of the  Commissioned  Photos or any
         portion  thereof for any purpose and in any manner except as otherwise
         noted in Paragraph 3(b) below; and (v) all subsidiary rights.
     (b) NBAP  shall  have  exclusive  rights  and  privileges  in, to,  and in
         connection with the  Commissioned  Photos during the full terms of any
         copyrights  relating to the materials and all renewals and  extensions
         thereof to: (i) create from the Commissioned Photos any form or medium
         now known or hereafter to become known,  including but not limited to,
         all formats of electronic,  magnetic,  digital, laser or optical based
         media (a "Converted Work");  (ii) reproduce any Converted Works; (iii)
         prepare and reproduce any audible  segments based on the  Commissioned
         Photos  ("Audio  Segment");  (iv) prepare and  reproduce  any video or
         motion picture  segments  based on the  Commissioned  Photos  ("Visual
         Segment");  (v) prepare and reproduce any  composition  which includes
         any combination of the Commissioned Photos, a Converted Work, an Audio
         Segment or a Visual Segment  ("Products");  (vi) prepare and reproduce
         any derivative works based on the materials  ("Derivative  Products");
         (vii)  prepare  and  reproduce  any  compilations  which  include  the
         Commissioned Photos,  Converted Works, products or Derivative Products
         ("Product Compilations");  (viii) distribute copies in any form of the
         materials,  Converted Works, Products,  Derivative Products or Product 
         Compilations  by sale,  lease,  license  or  lending;  (ix)  transmit,
         download or otherwise transfer or distribute, the Commissioned Photos,
         Converted   Works,   Products,    Derivative   Products   or   Product
         Compilations;  (x) perform the Converted Works,  Products,  Derivative
         Products or Product  Compilations;  and (xi) display the  Commissioned
         Photos, the Converted Works, Products,  Derivative Products or Product
         Compilations. NBAP hereby grants to LICENSEE the right, in perpetuity,
         to use any of the Commissioned  Photos on any of its Licensed Products
         without  any  usage  fees.   NBAP  shall  not  license  (or  otherwise
         authorize) the use of any Commissioned Photos to any other entity that
         manufactures or distributes trading cards or stickers,  nor shall NBAP
         or any of its  affiliated  entities  use the  Commissioned  Photos  in
         connection  with  NBAP-produced  or  manufactured   trading  cards  or
         stickers.  All  Commissioned  Photos  selected by LICENSEE  for use on
         Licensed  Product  shall  not  be  knowingly  licensed  (or  otherwise
         authorized) by NBAP to any other  individual or entity  (excluding the
         NBA or any member team) for use in the U.S.,  Canada,  Australia,  New
         Zealand or any other country or region where LICENSEE is then-licensed
         under  this  Agreement  for  a  period  beginning  with  the  date  of
         LICENSEE's selection of such photo and expiring ninety (90) days after
         the first day of shipment by  LICENSEE  of the product  utilizing  the
         Commissioned Photo. (Information subject to confidential treatment.)

4.   SHARED PHOTO LICENSING REVENUES
     (Information subject to confidential treatment.)
5.   TEAM REPRESENTATION
     Unless otherwise approved in writing by NBAP, one NBA Set within LICENSEE's
     basic line must  include  individual  cards of a minimum of six (6) players
     from each  Member Team and  utilize  the  respective  team's full logo on a
     mutually  agreeable  location on the card.  (Other  product  lines can have
     fewer than 6 players  from each team but such  minimum  player  requirement
     shall be subject to NBAP's  approval.) All designs of the Licensed Products
     using the Licensed Marks, including any packages, containers or tags, shall
     be subject to NBAP's  prior  written  approval  and shall be used solely in
     furtherance  of this  Agreement,  and such  designs will not be used in any
     other  respect by LICENSEE nor will  LICENSEE  authorize any third party to
     use such designs.  Notwithstanding  the foregoing,  NBAP  acknowledges that
     LICENSEE may hold other licenses  pursuant to which LICENSEE  manufactures,
     distributes  or sells products  similar in design to the Licensed  Products
     and  nothing  in  this   Agreement  is  intended  to  prohibit   LICENSEE's
     manufacture,  distribution or sale of such products not bearing or relating
     to the Licensed Marks.
6.   STATEMENTS AND PAYMENTS; REPORTING
     (a) Statement and Payments:  By the fifteenth (15th) day following the end
         of each  month,  LICENSEE  shall wire  transfer  to NBAP the  "Monthly
         Minimum  Payment"  (as defined  below),  and within  fifteen (15) days
         (i.e.,  by the 30th day  following the end of each month) of each such
         payment, shall furnish (on forms provided by or approved by NBAP) full
         and accurate  statements (on a  country-by-country  and unit basis, if
<PAGE>

         more than one  country  is  contained  within  the  definition  of the
         Territory),   certified  by  an  officer  of  LICENSEE,   showing  all
         information relating to the calculation of Net Sales for the preceding
         month. Simultaneously with the submission of such statement,  LICENSEE
         shall wire  transfer to NBAP the overage,  if any, with respect to the
         Monthly  Minimum  Payment made and the actual earned royalty  required
         for the preceding  month.  The minimum amount of each monthly  royalty
         payment shall be the amount which, when added to payments of royalties
         previously  made for the Contract Year,  shall be equal to one-twelfth
         (8.34%) of the Minimum Guarantee for such Contract Year required under
         Paragraph E above,  multiplied  by the number of calendar  months then
         elapsed  (the  minimum   payments   under  this   sentence   shall  be
         collectively referred to as the "Monthly Minimum Payment").  Aggregate
         royalties paid each Contract Year may exceed the Minimum Guarantee for
         such Contract Year. Such monthly statements shall be furnished and the
         required  payments  made by LICENSEE  whether or not there are any Net 
         Sales for that month. All payments made by LICENSEE to NBAP under this
         Agreement  shall be made free and clear of, and without  deduction  or
         withholding  for or on account of, any income,  stamp or other  taxes,
         charges, fees, deductions or withholdings. If any such taxes, charges,
         fees,  deductions or  withholdings  are required by law to be withheld
         from any  amounts  payable to NBAP  hereunder,  the amounts so payable
         shall  be  increased  to the  extent  necessary  to  yield to NBAP the
         amounts  specified in this  Agreement.  All payments  shall be in U.S.
         dollars,  from a U.S.  source approved by NBAP. All  computations  and
         payments  shall be in U.S.  dollars,  at the spot  rate for the  local
         currency as published in the Wall Street Journal for the last business
         day of the preceding  month.  If LICENSEE shall fail to timely pay any
         amount due under this  Paragraph,  LICENSEE shall pay interest on such
         amount at a rate  equal to the  lesser of (i) three  percent  (3%) per
         annum over the highest prime rate  (announced by Chase Bank,  New York
         branch)  prevailing  during the period  between  the date the  payment
         first  became due and the date such  payment is actually  paid or (ii)
         the highest rate  permitted by law during the period  between the date
         the  payment  first  became due and the date such  payment is actually
         paid.  The  receipt  or  acceptance  by NBAP of any of the  statements
         furnished or royalties paid by LICENSEE  (including the cashing of any
         royalty  checks)  shall  not  preclude  NBAP  from  questioning  their
         accuracy at any time,  auditing  LICENSEE's books and records pursuant
         to  Paragraph 15 or claiming any  shortfall  in royalty  payments,  or
         advertising  and  promotion  payments.  In order to assist with NBAP's
         annual  budget  process,  upon NBAP's  request,  each  Contract  Year,
         LICENSEE shall deliver a statement  detailing  LICENSEE's  projections
         for sales of each Licensed  Product for the following  Contract  Year,
         broken down on a quarterly basis.
     (b) No Cross Collateralization:  Any royalty payment for a unit of Licensed
         Product sold shall only be applied  against the Minimum  Guarantee for
         such Licensed  Product for the Contract Year in which the unit of such
         Licensed  Product  was sold  (i.e.,  any  shortfall  in, or payment in
         excess of, the Minimum Guarantee for a Contract Year may not be offset
         or  credited  against the Minimum  Guarantees  for any other  Contract
         Year,  against  any other  Licensed  Product or against  any other NBA
         license (including premium license agreements entered into pursuant to
         Paragraph 8 hereof) held by LICENSEE).
7.   NON-RESTRICTIVE GRANT; RIGHTS RESERVED     
     Nothing  in this  Agreement  shall  prevent  NBAP from  granting  any other
     licenses and rights. All rights not specifically  granted in this Agreement
     are expressly  reserved by NBAP. No right of renewal or option to extend is
     granted  or  implied  and   LICENSEE   shall  have  no  right  to  continue
     manufacturing  or selling  Licensed  Products or to continue holding itself
     out as a  licensee  of NBAP after the  expiration  or  termination  of this
     Agreement except as provided in Paragraph 17.
8.   PREMIUMS     
     Licensed  Products shall not be used as a Premium without the prior written
     approval  of NBAP in  each  instance  and  unless  specifically  authorized
     pursuant to a separate agreement with NBAP. Nothing in this Agreement shall
     prohibit   LICENSEE  from  marketing   Licensed   Products  using  creative
     techniques  consistent with industry practice,  including,  but not limited
     to, periodic "specials," "sales," or volume discount prices, so long as all
     receipts  are  accounted  for in Net  Sales  and in  accordance  with  this
     Agreement.
9.   GOODWILL
     LICENSEE  recognizes  that (i) a  portion  of the value of the NBA Marks is
     attributable  to  goodwill,  (ii) the  goodwill  attached  to the NBA Marks
     belongs  exclusively  to NBAP,  the NBA and its Member Teams and (iii) that
     such NBA Marks have secondary meanings in the minds of the public. LICENSEE
     shall not, during the Term or thereafter, challenge (y) the property rights
     of the Member Teams,  whether severally owned or held in association as the
     NBA, or NBAP's property  rights,  in and to NBA Marks, or (z) the validity,
     legality or enforceability of this Agreement.
10.  PROTECTION OF RIGHTS
     (a) Unauthorized  Activities:  LICENSEE  shall  promptly  notify  NBAP  in
         writing of any  infringements  of the  Licensed  Marks or the Licensed
         Products or the sale of any Licensed  Products  outside the  Territory
         (e.g., unauthorized  importation/exportation  of goods) which may come
         to LICENSEE's  attention.  NBAP shall have the sole right to determine
         whether  or not any  action  shall  be taken  on  account  of any such
         infringement or unauthorized importation/exportation.  LICENSEE agrees
         not to contact any third party, not to make any demands for claims and
         not to institute any suit or action on account of such infringement of
<PAGE>
   
          the NBA  Marks or  unauthorized  importation/exportation  of  Licensed
          Product without obtaining the express prior written permission of NBAP
          in each instance.
     (b)  Assistance in Protecting Marks:LICENSEE shall cooperate to the fullest
          extent  reasonably  necessary to assist NBAP in the  protection of the
          rights of NBAP,  the NBA and the Member  Teams in and to the  Licensed
          Marks.  LICENSEE shall cooperate with NBAP in its enforcement efforts,
          including, subject to LICENSEE's approval (which approval shall not be
          unreasonably  withheld),  being named by NBAP as a complainant  in any
          action  against an infringer.  NBAP shall  reimburse  LICENSEE for any
          reasonable  out-of-pocket  costs  actually  incurred  by  LICENSEE  in
          providing such cooperation and assistance. LICENSEE shall pay to NBAP,
          and  waives  all claims  to,  all  damages  or other  monetary  relief
          recovered  with  respect  to the NBA Marks in any such  NBAP-initiated
          action  by  reason  of  a  judgment  or  settlement  (other  than  for
          reasonable attorneys' fees and expenses incurred at NBAP's request).
     (c)  Ownership of Marks: LICENSEE  acknowledges that NBAP and/or the Member
          Teams are the exclusive owners of the Licensed Marks. Any intellectual
          property  rights in the  Licensed  Marks that may  accrue to  LICENSEE
          shall  inure to the benefit of NBAP and shall be assigned to NBAP upon
          its request. Any copyright, trademark or service mark used or procured
          by  LICENSEE  with  respect  to  or  involving  the  Licensed   Marks,
          derivations or adaptations of the Licensed Marks, or any word,  symbol
          or design  which is  similar  to the  Licensed  Marks so as to suggest
          association with or sponsorship by the NBA, one of its Member Teams or
          any of their  affiliates,  shall be procured for the benefit of and in
          NBAP's name, but at LICENSEE's expense, notwithstanding their creation
          by  LICENSEE.  LICENSEE  shall take all  necessary  steps to secure an
          assignment to NBAP of the copyright from a creator of work that is not
          work-for-hire.  Any copyright,  trademark or service mark affecting or
          relating to the Licensed  Marks already  procured or applied for shall
          be assigned to NBAP.  LICENSEE  shall  supply NBAP with any  necessary
          supporting   materials  required  to  obtain  copyright  or  trademark
          registrations of any copyrights or trademarks  required to be assigned
          to NBAP under this Agreement.  NBAP  acknowledges that nothing in this
          Paragraph or Agreement  shall be construed as granting or conveying to
          NBAP any rights  with  respect in or to  LICENSEE's  present,  past or
          future  trademarks  or  trade  names or  other  intellectual  property
          rights,  and trade names and brand names used across  multiple  sports
          and not incorporating any NBA Marks.
     (d)  Ownership of Commissioned Photos: All Commissioned Photos shall become
          and   remain  the   property   of  NBAP,   and  shall  be   considered
          "works-for-hire"  for NBAP  within the  meaning  of the United  States
          Copyrights Law (the "Copyright Law") for all purposes and may, without
          delay or restriction, be registered in the name of NBA PHOTOS with the
          U.S.  Copyright  Office of the  Library of  Congress  (the  "Copyright
          Office") and such other national or multinational  registries in which
          NBAP may  elect to  effect  such  filings.  If,  for any  reason,  the
          Commissioned  Photos  are  held not to be  "works-for-hire",  LICENSEE
          hereby assigns to NBAP all rights  LICENSEE has,  throughout the world
          and  in  perpetuity,  in  the  Commissioned  Photos.  Accordingly,  in
          consideration of NBAP's  obligations under this Agreement,  all rights
          in the  Commissioned  Photos  shall  be  owned  exclusively  by  NBAP.
          LICENSEE  shall  not  have or  claim  to have  any  right  of any kind
          whatsoever  in such  materials  other  than as set forth  herein,  and
          LICENSEE  agrees to execute any  documents  necessary  to transfer all
          rights and title in the materials to NBAP. NBAP shall be considered to
          be  the   "Author"  of  any  and  all  such  works  under   applicable
          international   laws  and   treaties  and  have  the  sole  right  and
          entitlement  accorded "Authors"  thereunder.  LICENSEE hereby appoints
          NBAP as "Attorney-In-Fact"  for the purpose of executing any documents
          reasonably  necessary  to  implement  the  terms  of  this  Agreement.
          LICENSEE  shall  secure  copyright  for  NBAP  (by  such  means as are
          reasonably  appropriate,  e.g., use of C notice or registration in the
          Copyright Office) of all Commissioned  Photos. To the extent permitted
          by law, all  Commissioned  Photos shall be commissioned by LICENSEE as
          "works-for-hire" for NBAP within the meaning of the Copyright Law, for
          all purposes, and may, without delay or restriction,  be registered in
          the name of NBAP with the Copyright  Office and such other national or
          multinational  registries  in which  NBAP may  elect  to  effect  such
          filings.   LICENSEE   shall  require  all   photographers   performing
          assignments  for LICENSEE in connection  with this Agreement to sign a
          copy of an  agreement  in the form of Exhibit A (or in such other form
          as LICENSEE may elect to utilize  subject to NBAP's prior  approval as
          to its legal  sufficiency  and  content),  which grants and assigns to
          NBAP all copyright and  ownership of any and all  Commissioned  Photos
          created  by the  photographers  in  connection  with  this  Agreement.
          LICENSEE shall submit to NBAP fully executed agreements in the form of
          Exhibit A, or other NBAP  approved form of  documentation  as provided
          above,  for each  photographer  prior  to  performing  assignments  in
          connection with this Agreement.  In the  alternative,  consistent with
          LICENSEE's   past   practice,   LICENSEE  can  continue  to  have  its
          photographers grant and assign to LICENSEE all copyright and ownership
          in  Commissioned  Photos and LICENSEE then in turn  conveying  same to
          NBAP as provided above.     
     (e)  Notices, Labeling and Records: In every instance in which any Licensed
          Mark is used  free-standing  in any  Licensed  Product or  promotional
          materials  design (i.e., not appearing as embodied in or on a uniform,
          equipment,  etc.), LICENSEE shall include the notice "TM," "R," "C" or
          such other copyright, trademark or service mark notices (including the
          form,  location  and content of such  notices) as NBAP may  reasonably
          designate from time-to-time. In addition, the following general notice
          (in the English  language,  and in the language of any foreign country
<PAGE>

          where the  Licensed  Products  will be sold in such  foreign  language
          subject to space  limitations and the  requirements of local law) must
          be included on the packaging of the Licensed Product:          
               "The  NBA  and   individual   NBA  member  team   identifications
               reproduced  on  this  product  are  trademarks  and   copyrighted
               designs,  and/or other forms of intellectual  property,  that are
               the exclusive property of NBA Properties, Inc. and the respective
               NBA  member  teams  and may not be  used,  in  whole  or in part,
               without the written consent of NBA Properties, Inc."
          LICENSEE shall: (i) cause each card to bear the NBA Logo together with
          the NBAP C notice in such place, and in such  prominence,  as NBAP may
          reasonably  designate from  time-to-time,  (ii) include on the product
          box and wrapper the  "Official  Licensed  Product" logo and the NBAP C
          notice  in such  place,  and in  prominence,  as NBAP  may  reasonably
          designate from  time-to-time,  (iii) faithfully comply with and adhere
          to   NBAP's   mandatory    hologram    "Official   Licensed   Product"
          identification  system or such system(s) as NBAP may from time-to-time
          require  including,   but  not  limited  to,  identification  devices,
          shipment  tracking,  identification and  anti-counterfeiting  systems,
          stickers and labels that NBAP may establish  from  time-to-time,  (iv)
          unless approved in writing by NBAP, not cross-license or otherwise use
          other licensed properties or other Marks with the Licensed Products or
          Licensed Marks, and (v) keep appropriate  records, and advise NBAP, of
          the date when each of the Licensed Products is first placed on sale or
          sold in each  country  of the  Territory  and the date of first use in
          each country of each different  Licensed Mark on the Licensed Products
          and any  promotional  or  packaging  materials.  If NBAP  requires the
          incorporation  of an  anti-counterfeiting  device on individual  cards
          that adds a direct  manufacturing  cost (other than a de minimus cost)
          to the  Licensed  Products,  NBAP  shall make a  reasonable  equitable
          adjustment to LICENSEE's obligations under this Agreement.       
     (f)  Recordation and Registered  User  Applications:  With respect to those
          countries  in  which   LICENSEE  may   distribute  and  which  require
          applications to register LICENSEE as a permitted or registered user of
          the  Licensed   Marks,  or  which  require  the  recordation  of  this
          Agreement,   LICENSEE   shall   execute   and  deliver  to  NBAP  such
          applications,  agreements or other  documents as may be necessary.  In
          such event, this Agreement rather than such agreements will govern any
          disputes between LICENSEE and NBAP, and when this Agreement expires or
          is terminated,  any such other  agreement shall also be deemed expired
          or terminated.
     (g)  LICENSEE Trade Names and Trademarks: LICENSEE shall  permanently affix
          labeling on each Licensed  Product or its  packaging,  indicating  its
          name,  trade name and  address so that the  public  can  identify  the
          supplier of the Licensed Product. Prior to any distribution or sale of
          any  Licensed  Products,  LICENSEE  shall  advise  NBAP in  writing of
          LICENSEE's trade names or trademarks used on Licensed Products and the
          proposed  placement of such trade names and trademarks on the Licensed
          Products.  Set forth as Schedule A hereto is a list of all  LICENSEE's
          trade  names  and  trademarks  approved  by  NBAP  as of the  date  of
          execution  of  this  Agreement.  LICENSEE  shall  only  sell  Licensed
          Products under mutually agreed upon trade names or trademarks and with
          approved copyrighted designs, shall not incorporate the Licensed Marks
          into LICENSEE's  corporate or business name or trademark in any manner
          whatsoever  and shall place its trade names and trademarks on Licensed
          Products  only as  approved  by  NBAP.  NBAP  shall  not  unreasonably
          withhold  approval  as to the  trademarks  and trade names of LICENSEE
          proposed  for use by LICENSEE  during the Term.  As requested by NBAP,
          LICENSEE  shall  supply  NBAP,  in advance of  shipping  any  Licensed
          Products,  with at  least  twelve  (12)  copies  of  each  type of its
          stickers,  product boxes,  labels and other markings of origin for use
          in   identifying   and   authenticating   Licensed   Products  in  the
          marketplace. LICENSEE shall not use, whether during or after the Term,
          any Marks:  (i) in connection  with the Licensed  Marks without NBAP's
          authorization,  (ii)  confusingly-similar  to the Licensed  Marks,  or
          (iii)  intended to relate or refer to the Licensed  Marks,  the Member
          Teams or events involving Member Teams.
11.  INDEMNIFICATIONS
     (a)  LICENSEE  shall be solely  responsible  for,  and shall  defend,  hold
          harmless and indemnify NBAP, NBA Entertainment, Inc. ("NBAE"), the NBA
          and its  Member  Teams and the NBPA and their  respective  affiliates,
          owners,   directors,   governors,   officers,   employees  and  agents
          (collectively "NBA Parties") against, any claims,  demands,  causes of
          action or damages, including attorneys' fees (collectively, "Claims"),
          arising  out of: (i) any breach of this  Agreement  by  LICENSEE,  any
          Third Party  Contributor  (as defined in Paragraph 14(b) below) or any
          other entity acting on LICENSEE's  behalf  (whether or not approved by
          NBAP pursuant to this Agreement), (ii) the manufacture,  distribution,
          advertisement,  promotion,  sale,  possession  or use of any  Licensed
          Product  (including,  but not limited to,  claims  relating to (w) any
          defect  (whether  obvious or hidden and  whether or not present in any
          sample approved by NBAP) in a Licensed  Product or in any packaging or
          other materials  (including  advertising  materials),  (x) any alleged
          injuries to persons or property, (y) any infringement of any rights of
          any other  person or entity or (z) the alleged  failure by LICENSEE to
          comply with applicable laws, regulations and standards or the terms of
          the NBAP Code of  Conduct,  as amended  from time to time by NBAP (the
          "Code of Conduct"),  attached  hereto as Exhibit A) or (iii) any claim
          (except as to those for which LICENSEE is entitled to  indemnification
          by NBAP under subparagraph (b) below) that the use of any Commissioned
<PAGE>
          
          Photo violates or infringes  upon the copyright or other  intellectual
          property  rights  of any  third  party,  or (iv)  any  claim  that any
          Licensed  Product or element  thereof (other than the Licensed  Marks)
          violates  or  infringes  upon  the   trademark,   copyright  or  other
          intellectual property rights (including trade dress) of a third party,
          provided LICENSEE is given prompt written notice of and shall have the
          option to undertake and conduct the defense of any such Claim.  In any
          instance  to which  the  foregoing  indemnities  pertain,  NBAP  shall
          cooperate fully with and assist LICENSEE in all respects in connection
          with  any  such  defense.   LICENSEE  shall  reimburse  NBAP  for  all
          reasonable out-of-pocket costs actually incurred by NBAP in connection
          with such  cooperation and  assistance.  In any instance to which such
          indemnities  pertain,  LICENSEE  shall not enter into a settlement  of
          such Claim or admit  liability  or fault with respect in or to the NBA
          Marks without NBAP's prior written approval. LICENSEE shall obtain and
          maintain product liability insurance providing  protection for the NBA
          Parties  against any Claims arising out of any alleged  defects in the
          Licensed Products or any use of the Licensed  Products,  in the amount
          of one  million  dollars  ($1,000,000)  (including  the  amount of the
          deductible).  Such  insurance  shall be carried  by an insurer  with a
          rating by A.M. Best & Co. of A-7 or other rating satisfactory to NBAP.
          Such  insurance  policy shall also  provide that NBAP receive  written
          notice  within  thirty  (30) days prior to the  effective  date of the
          cancellation,  non-renewal or any material change in coverage.  In the
          event that  LICENSEE  fails to deliver to NBAP a  certificate  of such
          insurance evidencing  satisfactory  coverage prior to NBAP's execution
          of this  Agreement,  NBAP  shall  have  the  right to  terminate  this
          Agreement  at any time.  Such  insurance  obligations  shall not limit
          LICENSEE's indemnity obligations, except to the extent that LICENSEE's
          insurance  company  actually  pays NBAP amounts which  LICENSEE  would
          otherwise be obligated to pay NBAP.
     (b)  NBAP shall be solely responsible for, and shall defend,  hold harmless
          and indemnify LICENSEE, its directors,  officers, employees and agents
          against  any  Claims  arising  out of: (i) a claim that the use of the
          Licensed Marks as specifically approved by NBAP in accordance with the
          terms of this  Agreement  violates or  infringes  upon the  trademark,
          copyright  or other  intellectual  property  rights  (including  trade
          dress) of a third party in or to the Licensed Marks, (ii) a claim that
          the  use  of the  Licensed  Attributes  on  Licensed  Products,  or in
          advertising or promotional materials, as specifically approved by NBAP
          in accordance  with the terms of this Agreement  violates or infringes
          upon the right of privacy or right of  publicity  or any other  common
          law right of any NBA player,  (iii) a claim  arising out of LICENSEE's
          compliance with terms and conditions of this Agreement relating to the
          procurement of NBA Photos and Commissioned  Photos for use on Licensed
          Product (and NBA-identified  advertising and promotion materials),  or
          (iv) any  breach of this  Agreement  by NBAP,  provided  NBAP is given
          prompt  written  notice of and shall have the option to undertake  and
          conduct the defense of any such  Claim.  In any  instance to which the
          foregoing indemnities pertain, LICENSEE shall cooperate fully with and
          assist NBAP in all respects in connection with any such defense.  NBAP
          shall  reimburse  LICENSEE for all reasonable  out-of-pocket  expenses
          actually  incurred by LICENSEE in connection with such cooperation and
          assistance.  In any instance to which such indemnities  pertain,  NBAP
          shall not enter into a settlement of such Claim or admit  liability or
          fault without LICENSEE's prior written approval.
12.  QUALITY; APPROVALS; SAMPLES     
     LICENSEE  shall  cause the  Licensed  Products  to meet and conform to high
     standards of style, quality and appearance. In order to assure NBAP that it
     is meeting such standards and other provisions of this Agreement,  LICENSEE
     shall comply with the following:
     (a)  (Information subject to confidential treatment.)
     (b)  (Information subject to confidential treatment.)       
     (c)  Use of NBA Photos and Footage:Any NBA Photo or NBA game action footage
          that LICENSEE uses in  connection  with the Licensed  Products must be
          obtained  from NBAE or NBA  PHOTOS  (as  applicable),  other than with
          respect to Commissioned  Photos,  and shall be subject to NBAE and NBA
          PHOTOS  respective usage  agreements,  and prevailing  search and edit
          charges for NBAP card licensees (and which charges shall be no greater
          than those charged any other NBAP card  licensees)  and any applicable
          use or holding  fee.  All NBA Photos must be returned to NBA PHOTOS in
          their  original  slide mount or sleeve  with the photo  identification
          number/bar  code  number  intact  or a service  fee shall be  assessed
          LICENSEE in accordance with the terms of NBA PHOTOS usage agreement.
     (d)  Rejections and Non-Compliance: All submissions or samples not approved
          by NBAP shall promptly be destroyed by LICENSEE. LICENSEE shall advise
          NBAP regarding the time and place of such  destruction  (in sufficient
          time  to  arrange  for  an  NBAP   representative   to  witness   such
          destruction,  if  NBAP so  desires)  and  such  destruction  shall  be
          attested to in a certificate signed by one of LICENSEE's  officers and
          submitted  to NBAP within  fifteen  (15) days of the date on which the
          sample was not  approved.  In the event of  LICENSEE's  unapproved  or
          unauthorized manufacture, distribution, use or sale of any products or
          materials bearing the Licensed Marks, including promotional materials,
          or the failure of LICENSEE to comply with Paragraphs 10(e),  10(g), 12
          or  14(c),  NBAP  shall  have the  right to:  (i)  immediately  revoke
          LICENSEE's rights with respect to such Licensed Product licensed under
          this Agreement,  and/or (ii) at that LICENSEE's expense, confiscate or
          order   the   destruction   of  such   unapproved,   unauthorized   or
          non-complying  products.  In the event of LICENSEE's failure to comply

<PAGE>
          
          with the  material  terms  of the  aforementioned  Paragraphs,  within
          thirty (30) days after  LICENSEE's  receipt of notice of such  breach,
          LICENSEE shall pay in accordance with Paragraph 16 below all royalties
          and Minimum  Guarantees due NBAP with respect to the Licensed  Product
          for which rights have been  revoked.  Such  right(s)  shall be without
          prejudice  to any other  rights NBAP may have under this  Agreement or
          otherwise.  If NBAP  obtains a  substitute  licensee  for the Licensed
          Products  produced by LICENSEE  and rights to which have been  revoked
          hereunder,   NBAP  shall  credit  all  revenues   received  from  such
          substitute  licensee  with respect to such  Licensed  Product  against
          LICENSEE's obligations for the Minimum Guarantees. 
     (e)  Testing  Requirements:  LICENSEE shall  follow  reasonable  and proper
          procedures for testing the Licensed Products for compliance with laws,
          regulations,  standards and procedures.  Licensed Products that do not
          comply with  applicable  laws,  regulations,  standards and procedures
          shall be deemed unapproved,  even if previously  approved by NBAP, and
          shall not be shipped  unless and until  LICENSEE  can  demonstrate  to
          NBAP's satisfaction that such Licensed Products have been brought into
          full compliance.
     (f)  Revocation of Approval: In the event that: (i) the quality, appearance
          or style of any Licensed Product previously approved by NBAP ceases to
          be  acceptable  to NBAP  because of a material  change in the quality,
          appearance  or style of the Licensed  Product,  (ii) LICENSEE uses the
          Licensed  Marks  improperly  or  violates  any  material  term of this
          Paragraph 12 or (iii) there is an event or occurrence  relating to any
          player depicted in a Licensed Product which, in the good faith opinion
          of NBAP,  defames or brings into  disrepute,  or reflects  unfavorably
          upon  NBAP,  the NBA or any of its  Member  Teams,  then,  in any such
          event, NBAP shall have the right, in its sole discretion,  to withdraw
          its  approval  of  such  Licensed  Product.   In  the  event  of  such
          withdrawal,  NBAP shall provide  immediate  written notice to LICENSEE
          and LICENSEE  shall cease the use of the  Licensed  Marks and Licensed
          Attributes in connection with the sale, distribution, advertisement or
          use of such  Licensed  Product  and,  if  practicable,  such  Licensed
          Product shall  immediately be withdrawn from the market and destroyed;
          provided,  however,  that in the  event of a  revocation  of  approval
          pursuant to this Paragraph,  NBAP and LICENSEE shall negotiate in good
          faith to provide for a reasonable  sell-off  period for such  Licensed
          Product and an equitable  adjustment to the Minimum Guarantee for such
          Licensed  Product.  If there are  other  Licensed  Products  for which
          approval has not been  withdrawn  under this  subparagraph,  then this
          Agreement  shall  remain  in full  force and  effect as to such  other
          Licensed  Products.  LICENSEE  shall  notify  NBAP in  writing  of any
          Licensed Products deleted from its product lines.
13.  PROMOTIONAL MATERIAL; LIST GENERATION
     LICENSEE  shall not use the Licensed Marks or Licensed  Attributes,  or any
     reproduction   of  the  Licensed  Marks  or  Licensed   Attributes  in  any
     advertising,   promotion  or  display  material  or  in  any  other  manner
     whatsoever without prior written approval from NBAP. LICENSEE shall furnish
     to NBAP, free of charge,  in a computer  readable form or such other format
     reasonably acceptable to NBAP, the names, addresses,  telephone numbers and
     any other consumer  information  furnished to, and maintained by,  LICENSEE
     resulting from  participation in any NBA-themed  sweepstakes,  promotion or
     direct mail solicitation  conducted by LICENSEE (and which information NBAP
     shall have the right to use for its  marketing  and research  efforts as it
     deems appropriate;  provided,  however,  that such information shall not be
     made available to LICENSEE's competitors).  NBAP shall furnish to LICENSEE,
     free of charge,  in computer  readable form or such other format reasonably
     acceptable to LICENSEE,  the names,  addresses,  telephone  numbers and any
     other consumer information maintained by NBAP in connection with conducting
     marketing  tests,  surveys or other  research  available to the category of
     products  comprising  the Licensed  Products.  Under no  circumstance  will
     "lotteries,"  "games of chance" or any other type of  promotion  which NBAP
     believes reflects unfavorably upon the NBA or its Member Teams be approved.
     All copy and material  depicting  or using the  Licensed  Marks or Licensed
     Attributes (including display and promotional material,  catalogs and press
     releases)  shall be submitted  for approval  well in advance of  production
     (but in no event  less than ten (10)  business  days  prior to the start of
     commercial  production)  to  allow  adequate  time  for  NBAP,  in its sole
     discretion,  to approve,  disapprove or comment upon such materials and for
     any required changes to be made. By way of example, no television or cinema
     advertising  containing any Licensed Mark or Licensed Attribute may be used
     unless it has been approved in all stages (i.e., creative concept,  script,
     storyboard,  production  "rough-cut" and final version).  Unless  otherwise
     approved by NBAP,  any NBA Photo or NBA game action  footage that  LICENSEE
     uses in connection with the Licensed Products must be obtained from NBAE or
     NBA  PHOTOS  (as  applicable)  and shall be  subject to NBAE and NBA PHOTOS
     respective  search and edit charges and any  applicable use or holding fee.
     Any promotional  material  submitted that is not approved or disapproved by
     NBAP within ten (10) days of its  receipt by NBAP shall be deemed  approved
     by NBAP.
14.  DISTRIBUTION; COMPLIANCE
     (a)  Distribution:  LICENSEE  shall use its best efforts to distribute  and
          sell,  within and throughout the Territory,  the Licensed  Products in
          such  manner  as may be  required  to meet  competition  by  reputable
          manufacturers  of similar  articles.  LICENSEE shall make and maintain
          adequate  arrangements  for the  distribution  and timely  delivery of
          Licensed Products to retailers within and throughout the Territory. In
          the event NBAP advises LICENSEE that a special  promotional  effort is
          to take  place in an  individual  store or chain,  LICENSEE  shall use

<PAGE>

          reasonable  efforts  to sell the  Licensed  Products  to said store or
          chain.  In addition,  LICENSEE  shall give the Licensed  Products wide
          distribution  and shall not, in accordance with the selling  practices
          set forth in this Agreement and consistent with  LICENSEE's  customary
          criteria and reasonable business judgment, refrain for any reason from
          selling  Licensed  Products to any retail  outlet within the Territory
          that may desire to purchase  Licensed Products and whose credit rating
          and marketing image warrants such sale.
     (b)  Third  Party  Contributors:  If LICENSEE  desires to use a third party
          manufacturer  or  distributor  (each a "Third Party  Contributor")  in
          connection  with  the  manufacturing  of all or any  part  of,  or the
          distribution of, any Licensed Product, LICENSEE must first notify NBAP
          of the name and address of such proposed Third Party  Contributor  and
          of the Licensed Product LICENSEE desires such Third Party  Contributor
          to manufacture or distribute.  NBAP shall have the right,  in its sole
          discretion,   to  withhold   approval  of  any  proposed  Third  Party
          Contributor  and may predicate its approval on any terms or conditions
          NBAP shall  determine in its sole  discretion.  LICENSEE may not use a
          Third Party  Contributor in connection  with the manufacture of all or
          any part of, or the  distribution  of, any Licensed  Product  prior to
          receiving  such approval  from NBAP. If any of LICENSEE's  Third Party
          Contributors  uses the Licensed  Marks or Licensed  Attributes for any
          unauthorized  purpose,  LICENSEE shall be  responsible  for, and shall
          cooperate   fully  and  use  its  best  efforts  in   stopping,   such
          unauthorized  use.  Attached as Schedule B is a true and complete list
          of all Third Party Contributors currently authorized by NBAP as of the
          date of execution of this Agreement.
     (c)  Counterfeit,  Diverted and Parallel  Goods:  LICENSEE  understands and
          acknowledges the meanings of "Counterfeit Goods," "Diverted Goods" and
          "Parallel  Goods" as set forth in Paragraph 1 above and LICENSEE shall
          not  authorize or  knowingly  permit the creation of any such goods by
          its employees,  agents,  representatives or any others operating under
          its  direction,  supervision  or control and  involving the NBA Marks.
          LICENSEE shall use commercially reasonable efforts to stamp or imprint
          on all its  invoices a prominent  legend that states that the Licensed
          Products  are  allowed to be sold only  within the  Territory.  In the
          event NBAP has good cause to believe that any of LICENSEE's authorized
          distributors,  agents  and  customers  are not  observing  territorial
          limits,  LICENSEE shall, at the request of NBAP, inquire as to whether
          such  party or  parties  are  observing  territorial  limits and shall
          report in writing  to NBAP the  results  of such  inquiries.  LICENSEE
          shall notify NBAP of all orders from,  or on behalf of, a customer who
          LICENSEE  knows is located  outside the Territory or has good cause to
          believe intends to resell the Licensed Products outside the Territory.
          If LICENSEE sells  Licensed  Product  outside the  Territory,  or to a
          customer  that it knows to be reselling the Licensed  Product  outside
          the  Territory,  LICENSEE  shall pay all NBAP's  reasonable  costs and
          expenses,  including  attorney's  fees,  required to remove such goods
          from the marketplace. Such right of reimbursement shall be in addition
          to,  and not in lieu of,  such  other  rights  and  relief  (including
          injunctive relief) as may be available to NBAP.
     (d)  Selling  and  Distributing:   In  the  event  any  LICENSEE  sells  or
          distributes  other  major  sports  league  licensed  trading  cards or
          stickers, LICENSEE will not discriminate in its sales and distribution
          practices  among the products of the various leagues in a manner which
          adversely impacts the sale of the Licensed Products.  LICENSEE may not
          package the  Licensed  Products in  combination  with other  products,
          whether  similar or different,  without the prior written  approval of
          NBAP.
     (e)  Shipping and  Anti-Counterfeiting  Compliance:  LICENSEE  shall at all
          times  conduct  all aspects of its  business in a fair and  reasonable
          manner and in compliance  with all shipment  tracking,  identification
          and  anti-counterfeiting  systems and labels that NBAP may  reasonably
          establish from time-to-time. 
     (f)  Conduct  Requirements:  LICENSEE represents  and warrants to NBAP that
          LICENSEE  shall  faithfully  comply  with and adhere to, and  LICENSEE
          shall use  commercially  reasonable  efforts to ensure  that all Third
          Party  Contributors shall faithfully comply with and adhere to, all of
          the terms,  provisions and policies  contained in this Agreement,  the
          Code of Conduct and all  applicable  United  States and foreign  laws,
          government rules and regulations, court and administrative decrees and
          the  highest  standard  of  business  ethics  then  prevailing  in the
          industry with regard to the conduct of all aspects of  LICENSEE's  (or
          any  Third  Party   Contributor's)   business  and  the   manufacture,
          distribution,   sale,   testing  and  use  of  all  Licensed  Products
          (collectively,   "Conduct  Requirements").  NBAP  and  its  authorized
          representatives shall have the right, upon reasonable prior notice and
          during regular business hours, to examine and audit LICENSEE to ensure
          compliance  with the Conduct  Requirements.  LICENSEE shall allow NBAP
          access to any of its premises and  personnel at all  reasonable  times
          for the purposes of such  auditing.  LICENSEE  shall use  commercially
          reasonable   efforts  in   negotiating   contracts  with  Third  Party
          Contributors to provide NBAP and its authorized representatives with a
          contractual  right to audit such Third  Party  Contributors  to ensure
          compliance with the Conduct Requirements,  including the right of NBAP
          to have  access to the  premises  and  personnel  of any  Third  Party
          Contributor at all reasonable times for the purposes of such auditing.
     (g)  Governmental Approvals: It shall be LICENSEE's sole responsibility, at
          its sole expense, to obtain all approvals (including,  but not limited
          to,   approvals  of   advertising   materials)  of  all   governmental
          authorities  which may be  necessary  in  connection  with  LICENSEE's
          performance under this Agreement.

<PAGE>

     (h)  NBA Store:LICENSEE acknowledges that NBAP intends to offer various NBA
          and/or  Member  Team-identified  products  for  sale in an  NBAP-owned
          "showcase" retail store ("NBA Store").  LICENSEE further  acknowledges
          that it will receive a variety of tangible and intangible  benefits as
          a result of having  merchandise  manufactured  by LICENSEE  displayed,
          sold and  promoted at the NBA Store.  Therefore,  LICENSEE  shall,  in
          addition to and in  consideration  for the license  granted under this
          Agreement  and in  consideration  of the benefits it will receive from
          having  merchandise  displayed,  sold and  promoted  at the NBA Store,
          offer  Licensed  Products  to the NBA  Store  on  terms  at  least  as
          favorable as those offered to LICENSEE's  most  preferred  high-volume
          customers,   including   price,   priority  of  delivery,   discounts,
          cooperative or other advertising and promotional  allowances and other
          benefits (regardless of volume).
15.  RECORDS; AUDITS     
     (a)  LICENSEE shall keep accurate books of account and records covering all
          transactions  relating  to  the  license  granted  in  this  Agreement
          (including, but not limited to, sales of Licensed Products,  purchases
          and  uses  of NBA  hologram  stickers  and  compliance  with  shipment
          tracking,  identification and  anti-counterfeiting  systems and labels
          that NBAP may reasonably  establish  from time to time).  NBAP and its
          authorized  representatives  shall have the right,  at all  reasonable
          hours of the day and upon  reasonable  prior  notice,  to examine  and
          audit such books of account and records  and all other  documents  and
          materials in  LICENSEE's  possession  or under its control  (including
          records of  LICENSEE's  parents,  subsidiaries,  affiliates  and third
          parties,  if they are  involved  in  activities  which  relate to this
          Agreement)  relating to this Agreement.  NBAP shall have free and full
          access for such  purposes  and for the purpose of making  extracts and
          copies.  Should an audit by NBAP  establish a  deficiency  between the
          amount found to be due NBAP and the amount  LICENSEE  actually paid or
          reported,  the LICENSEE shall pay the amount of such deficiency,  plus
          interest at the then current  prime rate (as  announced by Chase Bank,
          New York branch) from the date such amount should have been paid until
          the date of payment.  Should such audit establish a deficiency of more
          than five percent  (5%),  LICENSEE  shall also pay for the cost of the
          audit.  LICENSEE  shall pay such amount within  thirty (30) days.  All
          such books of account and records shall be kept available for at least
          two (2) years after the expiration or  termination of this  Agreement,
          or three (3) years  after the end of the  Contract  Year to which they
          relate, whichever is earlier. In order to facilitate inspection of its
          books and records,  LICENSEE shall  designate a symbol or number which
          will be used  exclusively in connection with the Licensed  Products on
          which royalty  payments are payable and shall  maintain for inspection
          as provided in this Agreement  duplicates of all billings to customers
          with respect to Licensed  Products.  LICENSEE  shall,  within ten (10)
          business  days of NBAP's  request  (which  shall not be made more than
          four  (4)  times  per  Contract  Year),  furnish  NBAP  with a list of
          LICENSEE's top twenty-five (25) retail accounts for Licensed  Products
          (on a country  by  country  basis)  and  their  monthly  purchases  of
          Licensed  Products  (broken down by unit sales and in dollar volume by
          retailer),  provided  that  such  information  shall be kept  strictly
          confidential.  LICENSEE shall, promptly upon execution thereof, supply
          NBAP with true and  complete  copies of any  agreement  it enters into
          with any Member Team or any NBA player.  In addition,  LICENSEE shall,
          on a quarterly  basis  during the Term,  provide  NBAP with  financial
          information  furnished to the United  States  Securities  and Exchange
          Commission (the "SEC").  However, if LICENSEE is no longer required to
          furnish such  information to the SEC,  LICENSEE  shall, on a quarterly
          basis  during  the Term,  provide  NBAP with  copies of all  financial
          statements  and  other  financial  information,  relevant  to its  NBA
          business,  prepared by LICENSEE for distribution to its banks or other
          financial lending institutions to whom it reports regularly.
     (b)  (Information subject to confidential treatment.)
16.  EARLY TERMINATION
     Without  prejudice  to any  other  rights  NBAP may have  pursuant  to this
     Agreement  or  otherwise,  NBAP  shall  have the  right to  terminate  this
     Agreement at any time if:
     (a)  LICENSEE  has not  begun the  bona-fide  production  of each  Licensed
          Product within and  throughout  the Territory in accordance  with this
          Agreement within three (3) months from the date that this Agreement is
          executed  on behalf  of NBAP with  respect  to each  Licensed  Product
          (other than  Plastic  Replica  Jersey  Licensed  Products)  and within
          twelve (12) months  from the date that this  Agreement  is executed on
          behalf  of NBAP  with  respect  to  Plastic  Replica  Jersey  Licensed
          Products.
     (b)  After two (2) delinquent payments during the Term, LICENSEE shall fail
          to timely  remit any  payment  of any nature due to NBAP or any of its
          affiliates  when due and shall  fail to cure such  non-payment  within
          thirty (30) days (ten (10) days for other  non-payment  defaults under
          Paragraphs  F or H) after its receipt of written  notice from NBAP and
          provided the cumulative number of days late (excluding cure period) is
          more than twenty-one  (21) days.  LICENSEE shall have no right to cure
          more than three (3) payment defaults. 
     (c)  LICENSEE or any guarantor  under this Agreement shall be unable to pay
          its liabilities when due, or shall make any assignment for the benefit
          of  creditors,  or under any  applicable  law  admits in  writing  its
          inability to meet its obligations  when due or commit any other act of
          bankruptcy,   institute   voluntary   proceedings   in  bankruptcy  or
          insolvency or permit institution of such proceedings against it.

<PAGE>

     (d)  LICENSEE  shall fail to perform or shall be in breach of any  material
     term or condition of this Agreement; provided, however, that if such breach
     can be cured,  termination shall take effect thirty (30) days after written
     notice of such  breach is sent by NBAP if such  breach  has not been  cured
     during such thirty (30) day period.
     (e)  LICENSEE (i) delivers  Licensed Products outside the territory covered
          by any retail  product  license  agreement  in effect  during the Term
          between NBAP and  LICENSEE;  (ii) sells  Licensed  Products to a third
          party who LICENSEE  knows,  or has reason to know,  intends to deliver
          the Licensed  Products outside the Territory;  or (iii) LICENSEE is in
          breach of Paragraph 14(c).
     (f) LICENSEE sells to any third party that LICENSEE knows, or has reason to
          know,  is altering  or  modifying  the actual  Licensed  Products  (as
          opposed to merely repackaging) prior to sale to the ultimate consumer.
     (g)  LICENSEE  is in breach of  Paragraphs  14(b) or 14(f). 
     In addition to NBAP's other rights and remedies,  upon  termination of this
     Agreement under this Paragraph  LICENSEE shall pay NBAP (within thirty (30)
     days of such termination) the Minimum  Guarantees for each Licensed Product
     (Information subject to confidential treatment.)
17.  DISPOSAL OF STOCK; EFFECT OF TERMINATION
     (a)  With respect to trading card Licensed Products,(Information subject to
          confidential  treatment.)  months  following  the initial ship date of
          each series of Licensed Product,  except as otherwise approved by NBAP
          in  writing,  LICENSEE  shall  destroy  printing  plates  and any such
          Licensed Product on hand. LICENSEE shall be entitled to retain for its
          purposes up to one hundred (100) cases of such  Licensed  Product each
          Contract Year. Any such Licensed Product  returned after  (Information
          subject to  confidential  treatment.)  of its initial  ship date shall
          also  be  destroyed  within   (Information   subject  to  confidential
          treatment.)  months  following the initial ship date of each series of
          License  Product.  Upon  request,  LICENSEE  shall  provide  NBAP with
          evidence  of the  destruction  of such  product  or  components.  Upon
          expiration or  termination,  any such Licensed  Product on hand at the
          end of the sell-off  period or  subsequently  returned to LICENSEE (or
          unfinished  components  of Licensed  Products)  shall be  destroyed by
          LICENSEE at its cost, no later than thirty (30) days thereafter.
     (b)  With respect to all Licensed  Products other than trading cards, sixty
          (60) days before the  expiration  of this  Agreement and ten (10) days
          after any termination  under this Agreement,  LICENSEE will furnish to
          NBAP a certificate showing the number and description of such Licensed
          Products on hand or in process of  manufacture.  After  expiration  or
          termination of this Agreement, LICENSEE shall have no further right to
          manufacture,  authorize  any third  party to  manufacture,  advertise,
          distribute,  sell,  promote  or  otherwise  deal in any such  Licensed
          Products or use the Licensed  Marks or Licensed  Attributes  except as
          provided  below.  For a period  of  ninety  (90)  days  following  the
          expiration (but not after termination) of this Agreement, LICENSEE may
          sell-off and deliver completed  Licensed Products which are on hand at
          the time of such expiration (the "Sell-Off Period"); provided, however
          that (i) the total number of units of each such Licensed  Product sold
          during the  Sell-Off  Period may not be greater  than one  hundred ten
          percent  (110%) of the total number of units of such Licensed  Product
          on hand on the same  date  the  preceding  Contract  Year,  (ii)  such
          Licensed  Products may only be sold in accordance  with this Agreement
          and in the normal  course of business  and at regular  selling  prices
          (i.e.,  price  reductions for such Licensed  Products shall not exceed
          LICENSEE's  historical price reduction  levels for similar  products),
          (iii) all payments then due are first made to NBAP and (iv) statements
          and  payments  with  respect  to  the  Sell-Off  Period  are  made  in
          accordance with this Agreement.  NBAP shall have the option to conduct
          physical inventories before the expiration of this Agreement until the
          end of the Sell-Off  Period in order to verify such  inventory  and/or
          statements.  If LICENSEE  refuses to permit such  physical  inventory,
          LICENSEE  shall forfeit its right to dispose of its  inventory.  After
          such Sell-Off Period,  all inventory on hand or in process  (including
          all promotional and packaging materials) will be destroyed.
18.  EQUITABLE RELIEF 
     LICENSEE acknowledges that NBAP is entering into this Agreement not only in
     consideration  of the  royalties to be paid,  but also for the  promotional
     value and intrinsic benefit resulting from the manufacture,  advertisement,
     distribution,  sale and  promotion of the Licensed  Products by LICENSEE in
     the  Territory.  LICENSEE  acknowledges  that the Licensed Marks and Player
     Attributes  possess a special,  unique and  extraordinary  character  which
     makes  difficult  the  assessment  of the monetary  damage which NBAP would
     sustain  as a result of the  unauthorized  use  thereof.  LICENSEE  further
     acknowledges that: (i) its failure to manufacture,  advertise,  distribute,
     sell and promote the Licensed  Products in accordance  with this Agreement,
     including  LICENSEE's failure to satisfy its obligation to maintain and not
     to detract from the value of the Licensed Marks,  and (ii) the unauthorized
     use of the Licensed  Marks or Licensed  Attributes,  will,  in either case,
     cause  immediate  and  irreparable  damage to NBAP for which NBAP would not
     have an adequate  remedy at law.  Therefore,  LICENSEE  agrees that, in the
     event of a breach of this Agreement by LICENSEE,  in addition to such other
     legal and equitable rights and remedies as shall be available to NBAP, NBAP
     shall be entitled to injunctive  and other  equitable  relief,  without the
     necessity of proving damages or furnishing a bond or other security.
19.  NOTICES

<PAGE>

     All notices and  statements  to be given and all  payments to be made under
     this  Agreement  shall be given or made at the  respective  address  of the
     parties as set forth above,  unless  notification of a change of address is
     given in  writing.  Any notice of breach or default  must be in writing and
     sent by facsimile (with  confirmation copy sent by regular mail) or express
     delivery  properly  addressed  (with  courtesy  copy,  attention:   General
     Counsel, and in the case of LICENSEE, to Scott Silverstein,  Vice President
     - Business  Affairs  and also to  LICENSEE's  controller  in  instances  of
     payment default).  Any written notice shall be deemed to have been given at
     the time it is confirmed received,  if sent by facsimile,  or next business
     day if sent by express delivery.
20.  NO JOINT VENTURE
     Nothing in this  Agreement  shall be  construed to place the parties in the
     relationship of partners or joint  venturers.  Neither party shall have the
     power  to  obligate  or bind  the  other  to a third  party  in any  manner
     whatsoever.
21.  ARBITRATION OF CERTAIN MATTERS
     Any dispute or  disagreement  between the  parties  relating  solely to the
     amount of royalty  payments owing under this Agreement  shall be settled by
     arbitration in New York City under the rules then in effect of the American
     Arbitration  Association.  Judgment  upon the award may be  entered  in any
     court having  jurisdiction.  No other dispute or  disagreement  between the
     parties  (including  any claim by NBAP that  LICENSEE is using the Licensed
     Marks in a manner not  authorized  by this  Agreement  or is  otherwise  in
     breach of this Agreement) shall be settled by arbitration. All decisions by
     NBAP  relating  to  disapproval  of any  Licensed  Product or  advertising,
     promotion  or display  material  shall be final and binding on LICENSEE and
     shall not be subject to review in any proceeding.
22.  USE OF PLAYERS     
     (a)  LICENSEE acknowledges  that this  Agreement does not grant to LICENSEE
          any  licenses or rights with  respect to the use of Player  Attributes
          except  on  Licensed  Product  as  expressly  provided  herein  and in
          advertising and promotional  materials  specifically approved by NBAP.
          The license  granted under this Agreement does not include,  and shall
          not be used to imply,  a testimonial  or  endorsement  of any Licensed
          Products by any NBA player.  LICENSEE shall not use Player  Attributes
          in any manner  that is a  testimonial  or  endorsement  without  first
          obtaining   written   authorization   from   the   subject   player(s)
          ("Endorsement  Rights").  LICENSEE  shall not enter into any agreement
          with any NBA  player  which  would  require  that  player  to wear any
          LICENSEE-identified  item in or at any NBA game,  competition or event
          (either courtside or in any locker room).
     (b)  LICENSEE may enter into an  "exclusive" Endorsement  Rights  agreement
          with a current NBA player but acknowledges that,  notwithstanding  any
          such  exclusivity,  under the group license agreement between NBAP and
          the NBPA,  such player has no right to  "opt-out"  with respect to the
          trading card category. Accordingly, LICENSEE further acknowledges that
          NBAP shall continue to license to other trading card manufacturers the
          right to use the Licensed  Attributes of such player.  Notwithstanding
          the   foregoing,   NBAP  shall  not  permit  any  other  trading  card
          manufacturer  to use the  Licensed  Attributes  of any player for whom
          LICENSEE  has  secured  Endorsement  Rights  in any  manner  that is a
          testimonial or endorsement of such other manufacturer's product (e.g.,
          use  with  greater  prominence  than  other  players  depicted  in the
          materials submitted to NBAP for approval).
     (c)  In the event any current NBA player retires or becomes inactive (e.g.,
          has been  waived  and is not under  contract  to any NBA  team),  upon
          receipt of written  notice from NBAP that such a player has retired or
          become inactive, LICENSEE shall cease and/or cause to cease the use of
          such player's  Licensed  Attributes in the manufacture,  distribution,
          advertisement,  promotion  and sale of the  Licensed  Products  within
          (Information subject to confidential  treatment.) of receipt of NBAP's
          notice.
23.  WARRANTIES
     NBAP  represents  and warrants that it has the right and authority to enter
     into and perform  this  Agreement  and has the right to grant the rights to
     use the  Licensed  Marks and  Licensed  Attributes  as provided  under this
     Agreement.  LICENSEE  represents  and  warrants  that it has the  right and
     authority  to enter into and perform  this  Agreement  and has the right to
     grant all rights to  Commissioned  Photos as provided under this Agreement.
     LICENSEE  further  represents  and warrants  that (i) all  advertising  and
     promotional  materials shall comply with all applicable  laws,  regulations
     and standards,  and (ii) all advertising and promotional  materials and all
     graphics  used on  Licensed  Products  will not  violate  the  intellectual
     property rights of any third party.  NBAP's approval of such materials will
     not imply a representation  or belief that NBAP believes such materials are
     sufficient to meet applicable laws, regulations and standards, nor shall it
     imply that NBAP agrees with or supports  any claims made by LICENSEE in any
     advertising materials relating to the Licensed Products.
24.  SEVERABILITY
     In the event any provision of this  Agreement is found to be void,  invalid
     or unenforceable as a result of any judicial or  administrative  proceeding
     or decree,  this  Agreement  shall be  construed  and  enforced  as if such
     provision were not contained in this Agreement.
25.  MISCELLANEOUS

<PAGE>
     
     (a)  Assignment: This Agreement and any rights granted under this Agreement
          are  personal  to  LICENSEE  and shall not be  assigned,  sublicensed,
          subcontracted  or  encumbered,  directly or  indirectly,  by law or by
          contract,  without NBAP's prior written consent, which consent may, in
          NBAP's  sole  discretion,  (i) be  contingent  upon a fee  payable  by
          LICENSEE or the transferee, the amount of which shall be determined by
          NBAP in its sole  discretion,  and/or  (ii)  impose  other  terms  and
          conditions  upon  the  assignment,  or  transfer.  Any  transfer  of a
          controlling  interest  in  LICENSEE  or in any party  which  currently
          controls LICENSEE (directly or indirectly),  which is accompanied,  or
          followed  within a year  thereof,  by a change in 2 of the 3 following
          senior management positions:  chief executive officer;  president;  or
          vice president of marketing,  shall be deemed an assignment prohibited
          by the preceding sentence. Any nonconsensual  assignment,  sublicense,
          subcontract  or  encumbrance  of this  Agreement by LICENSEE  shall be
          invalid  and of no  force  or  effect.  Upon  any  such  nonconsensual
          assignment,  sublicense or encumbrance, this Agreement shall terminate
          and all rights granted under this Agreement shall  immediately  revert
          to NBAP.
     (b)  Waiver:  None of the  provisions  of this  Agreement  can be waived or
          modified except  expressly by a writing signed by both parties.  There
          are no representations, promises, agreements, warranties, covenants or
          undertakings  by either  party  other  than  those  contained  in this
          Agreement.  No failure on the part of NBAP to exercise any right under
          this Agreement shall operate as a waiver of such right;  nor shall any
          single or partial  exercise of any right preclude any other or further
          exercise or the exercise of any other rights.
     (c)  Survival: No expiration or termination of this Agreement shall relieve
          LICENSEE of its  obligation to pay NBAP any amounts due to NBAP at the
          time of  termination  (subject to any credit  otherwise  provided  for
          above),  regardless  of whether  these  amounts are then or thereafter
          payable.  The provisions of Paragraphs 3, 4, 10(d), 12 and 25(f) shall
          survive the expiration or termination of this Agreement.
     (d)  Governing Law and  Jurisdiction: This Agreement  shall be construed in
          accordance with the laws of the State of New York, USA, without regard
          to its  principles of conflicts of laws.  Any claim arising under this
          Agreement  (except as provided under Paragraph 21) shall be prosecuted
          in a federal or state court of competent  jurisdiction  located within
          the  City of New  York,  USA and  LICENSEE  and  NBAP  consent  to the
          jurisdiction of such court and to the service of process by mail.
     (e)  Loss or Damaged Materials:In the event of any dispute between NBAP and
          LICENSEE  regarding loss or damaged  Commissioned  Photos, the parties
          agree  that  the  value  of each  such  photographs,  transparency  or
          negative shall not exceed one dollar ($1.00).  If unprocessed  film is
          lost  by  NBA  PHOTOS,   NBAP  shall   reimburse   LICENSEE   for  its
          out-of-pocket  costs in  connection  with the  assignment  (e.g.,  the
          photographer's  fee and travel  expenses,  film and  strobe  expenses)
          where the lost film was shot.
     (f)  Confidentiality:  Neither  party shall (nor shall they permit or cause
          their  employees  or agents  to)  divulge,  disseminate  or  publicize
          information relating to this Agreement or the financial or other terms
          of this Agreement  (including any information on the specifications or
          methods of reproduction of the Licensed Marks or obtained  pursuant to
          Paragraph  13  above  (except  as  for  use  as  otherwise   permitted
          thereunder)  or Paragraph  15(a) above) to any third party (other than
          their  respective  attorneys  or  accountants  or  the  NBA  Board  of
          Governors),  except as may be  required by law or to fulfill the terms
          of this Agreement.
     (g)  Construction:  This  Agreement  has been  executed in a text using the
          English  language,  which text shall be  controlling.  This Agreement,
          together  with any  exhibits or  attachments,  constitutes  the entire
          agreement   and   understanding   between  the  parties  and  cancels,
          terminates  and  supersedes  any  prior  agreement  or   understanding
          relating to the subject matter of this Agreement  between LICENSEE and
          the NBA, any Member Team, NBAP or NBAE. The headings in this Agreement
          are  for   reference   purposes   only  and  shall  not   affect   the
          interpretation of this Agreement.  This Agreement shall not be binding
          on NBAP until  signed on its behalf by its  President  or Senior  Vice
          President, Business Affairs.

                                      # # #

<PAGE>

     
                                   SCHEDULE A

                (Information subject to confidential treatment.)


<PAGE>

                                   SCHEDULE B

                (Information subject to confidential treatment.)
 

<PAGE>

                                    EXHIBIT A

                              NBA PROPERTIES, INC.
                      LICENSEE AND SUPPLIER CODE OF CONDUCT


The NBA's mission is to be the most respected and  successful  sports league and
sports  marketing  organization in the world. In keeping with this mission,  NBA
Properties,  Inc. ("NBAP") is committed to conducting its business in a socially
responsible  and ethical manner.  We expect all NBAP licensees,  including their
contractors,  engaged in the manufacture  and sourcing of products  bearing NBA,
WNBA, USA Basketball and NBC trademarks  (collectively  "Product  Suppliers") to
share this commitment.  At a minimum,  all Product  Suppliers must adhere to the
following Licensee and Supplier Code of Conduct:

1.   ETHICAL STANDARDS     
     Product  Suppliers  shall conduct their  businesses in accordance  with the
     highest standards of ethical behavior.

2.   COMPLIANCE WITH APPLICABLE LAWS     
     Product  Suppliers shall comply with all applicable laws and regulations of
     the countries, states and localities in which they operate.

3.   EMPLOYMENT PRACTICES
     NBAP will only do business  with  Product  Suppliers  whose  employees  are
     appropriately compensated,  present at work voluntarily,  not at undue risk
     of  physical  harm and not  exploited  in any  way.  In  addition,  Product
     Suppliers must comply with the following specific standards:

     o    Wages and Benefits:  Product Suppliers  shall provide  wages, overtime
          compensation and benefits at not less than the minimum levels required
          by applicable  laws and  regulations or the prevailing  local industry
          levels, if higher.

     o    Working Hours:  Product  Suppliers  shall, at a  minimum,  comply with
          all applicable  working hours laws and regulations.  Except in unusual
          business  circumstances,  employees shall not be required to work more
          than the lesser of (a) 48 hours per week and 12 hours of  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 locality plus 12 hours of overtime.  In addition,  except
          in unusual business  circumstances,  employees shall be entitled to at
          least one day off in every seven-day period.

     o    Child Labor: Product Suppliers  shall not employ  any person under the
          age of 15 (or 14 where  allowed  by local  law) or under the local age
          for completing compulsory education, if higher.

     o    Forced  Labor:  Product  Suppliers  shall not  use any  forced  labor,
          whether in the form of prison labor, indentured labor, bonded labor or
          otherwise.

     o    Harassment  or Abuse:  Product  Suppliers  shall treat  each employee
          with  dignity  and  respect,  and shall not use  corporal  punishment,
          threats of violence or other forms of physical, sexual,  psychological
          or verbal harassment or abuse.

     o    Nondiscrimination:  Product  Suppliers  shall  not  discriminate  in
          employment practices on the basis of race, religion, age, nationality,
          social or ethnic origin, gender, sexual orientation, political opinion
          or disability.

     o    Freedom  of  Association:  Product  Suppliers  shall  recognize  and
          respect  the right of  employees  to join  organizations  of their own
          choosing and shall neither  threaten nor penalize  employees for their
          efforts to organize or bargain collectively.

     o    Health and Safety:  Product Suppliers shall  provide employees  with a
          safe and healthy working environment.  Manufacturing facilities shall,
          at  a  minimum,  contain  clean  restrooms,  potable  water,  adequate
          lighting, adequate ventilation and fire exits. Residential facilities,
          if provided, shall also be kept sanitary and safe.

4.   ENVIRONMENTAL REQUIREMENTS 
     Product Suppliers shall comply with all applicable  environmental  laws and
     regulations.

<PAGE>

5.   COMMUNICATION
     Product   Suppliers  shall  take  appropriate  steps  to  ensure  that  the
     provisions  of this  Code are  communicated  to  employees,  including  the
     prominent   posting  of  the  Code  (in  the  local   language)   in  their
     manufacturing facilities.

6.   MONITORING AND COMPLIANCE   
     Product   Suppliers  shall  conduct   periodic   audits  of   manufacturing
     facilities,  on the basis of which  they  shall  certify to NBAP on request
     either that (a) all products  bearing NBA,  WNBA,  USA  Basketball  and NBC
     trademarks  have been  manufactured  in  compliance  with this Code, or (b)
     identified  facilities  have been found not to be in  compliance  with this
     Code, in which event the Product  Supplier  shall specify  appropriate  and
     effective steps to remedy the  non-compliance.  NBAP or its representatives
     are  authorized  to engage in monitoring  activities to confirm  compliance
     with this Code,  including on-site inspections of manufacturing  facilities
     and  residential  facilities,  audits of  records  relating  to  employment
     matters and  private  interviews  with  employees  at all  levels.  Product
     Suppliers  shall retain and make available to NBAP or its  representatives,
     either on site or at agreed upon locations,  all documentation  that may be
     required  to assess  whether or not the Product  Supplier is in  compliance
     with this Code.

7.   FAILURE TO COMPLY
     NBAP  reserves  the right,  in addition to all other legal and  contractual
     rights, to terminate its relationship with any Product Supplier found to be
     in violation of this Code.