EXHIBIT 10.11

                                 RETAIL LICENSE
                         WARNER BROS. CONSUMER PRODUCTS
                                 #6832-SPJ/WBLT

LICENSE AGREEMENT made 3-22-96, by and between Warner Bros., a division of Time
Warner Entertainment Company, L.P., c/o Warner Bros. Consumer Products, a Time
Warner Entertainment Company, 4000 Warner Blvd. Burbank, CA 91522 (hereinafter
referred to as "LICENSOR") and Ace Novelty Company, Inc., whose address is 13434
Northeast 16th Street, Bellevue, WA 98005 Attn: Saul Gamoran (hereinafter
referred to as "LICENSEE").

                                  WITNESSETH:

      The Parties hereto agree as follows:

1.    DEFININTIONS: As used in the Agreement, the following term shall have the
      following respective meanings:

      (a) "Licensed Property(s)":

      1.    Those certain elements depicted in the theatrical motion picture
            entitled "SPACE JAM" (the "Motion Picture"), including all
            trademarks, copyrights, related logos, indicia, set and costume
            designs, and other elements depicted therein. In addition, the
            Licensed Property shall also include the representations, names,
            logos, movements, personalities, artwork, photographs, and other
            material in connection with the animated characters NERDLUCKS,
            MONSTARS, SWACKHAMMER, and LOLA BUNNY as well as the following
            "Looney Tunes" animated characters as depicted in the Motion
            Picture: BUGS BUNNY, DAFFY DUCK, SYLVESTER, TWEETY, ROAD RUNNER,
            WILE E. COYOTE, TASMANIAN DEVIL, ELMER FUDD, PORKY PIG, YOSEMITE
            SAM, PEPE LE PEW AND MARVIN THE MARTIAN only. Specifically excluded
            herein, however, is the right to reproduce the likenesses of the
            actors and actresses in the Motion Picture (the "Performer(s)")
            except to the extent specifically permitted otherwise in writing by
            Licensor and then only to the extent the Performer(s) have granted
            merchandising rights to Licensor. Notwithstanding the foregoing, all
            uses of any of the elements set forth above, including the names and
            likenesses of any of the performer(s) afforded hereunder must be
            specifically approved in writing by Licensor, pursuant to Paragraph
            9 herein. It is specifically understood that subject to approval of
            the specific Licensed Product(s), the license granted hereunder
            shall include the right to use the name and likeness of Michael
            Jordan. However, Licensee understands and agrees that Licensee has
            no rights in and to Michael Jordan's voice and that Michael Jordan's
            voice shall not be utilized or reproduced under any circumstances.

            Licensee acknowledges that the rights granted herein are limited
            only to the elements contained in the Motion Picture and that any
            and all rights in, to or associated with any subsequently produced
            motion picture, as well as with any sequels thereto, as well as with
            any subsequently produced television series are specifically
            excluded herefrom.

      2.    The representations, names, logos, movements, personalities,
            artwork, photographs and other material in connection with the
            following "LOONEY TUNES" characters: BUGS BUNNY, SYLVESTER, TWEETY,
            PORKY PIG, SPEEDY GONZALES, DAFFY DUCK, ROAD RUNNER, WILE E. COYOTE,
            YOSEMITE SAM, TASMANIAN DEVIL, PETUNIA PIG, FOGHORN LEGHORN, HENERY
            HAWK, SHE-DEVIL, HECTOR, MARC ANTHONY, PEPE LE PEW, PENELOPE, MARVIN
            THE MARTIAN, SYLVESTER JR., GRANNY, PUSSYFOOT, GOSSAMER and MICHIGAN
            J. FROG only.
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                              *Omitted and filed separately with the Commission.

      (b) "Licensed Product(s)":

      1.    Exclusive Products including:

            i) Plush Characters
            ii) Plush Puppets
            iii) Plush with features
                 (for example pull-string design)
            iv) Plush Marionettes

      2.    Non Exclusive Products including:

            v) *REDACTED
            vi) *REDACTED
            vii) *REDACTED
            viii) *REDACTED
            ix) *REDACTED
            x) *REDACTED
            xi) *REDACTED
            xii) *REDACTED
            xiii) *REDACTED
            xiv) *REDACTED
            xv) *REDACTED
            xvi) *REDACTED

            The above mentioned Licensed Products (i) through (xvi) shall be
            distributed in Mass Market in the United States and Canada; and
            Amusement Industry and Licensee's Fund Raising Division in the
            United States only.

      3.    Non Exclusive Products for "Space Jam" only:
            (without M. Jordan's likeness)
            xvii) *REDACTED
            xviii) *REDACTED
            xix) *REDACTED
            xx) *REDACTED
            xxi) *REDACTED
            xxii) *REDACTED
            xxiii) *REDACTED
            xxiv) *REDACTED
            xxv) *REDACTED
            xxvi) *REDACTED

            The above mentioned Licensed Products (xvii) through (xxv) shall
            only be distributed in the United States through the Amusement
            Industry (as defined herein) and Licensee's Fund Raising Division;
            and through Licensed Product (xxvi) may be distributed and sold in
            Mass Market, Amusement Industry and Licensee's Fund Raising
            Division.

            Sales through the Amusement Industry channel of distribution are to
            be awarded as prized in connection with games of skill and are not
            be sold to the general public under any circumstance. Furthermore,
            fund raising sales on a non-exclusive basis, may be through direct
            mail, prize programs and in-school sales.

            Distribution in Canada: Mass Merchandisers in toy department only,
            Mass Markets (toy department only), Toy Wholesalers, Supermarkets,
            Toy Stores, Catalog Show Rooms and Drug Store Chains.

            It is understood and agreed between the parties that then above
            mentioned Licensed Products shall not be packaged and sold as party
            favors.

      (c)   "Territory": United States (fifty states) and Canada

      (d)   "Marketing Date": September 1, 1996 for "Looney Tunes" and "Space
                              Jam" Licensed Products, with the exception as
                              noted below.

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                              *Omitted and filed separately with the Commission.

            Licensee specifically understands and agrees that the category of
            SPACE JAM "Plush" Licensed Products shall not be on the retail
            shelves until December 1, 1996.

      (e)   "Term": With respect to Licensed Property "Looney Tunes" the Term
            shall be January 1, 1996 through *REDACTED. With respect to Licensed
            Property "Space Jam" the Term shall be January 1, 1996 through
            *REDACTED.

      (f)   "Royalty Rate": With respect to Licensed Property, "Looney Tunes"
            Licensee shall pay *REDACTED of all net sales. With respect to
            Licensed Property, "Space Jam" Licensee shall pay *REDACTED of all
            net sales.

      (g)   "Guaranteed Consideration": The sum of *REDACTED payable as
            follows:

            *REDACTED payable simultaneously upon the execution hereof; and

            *REDACTED payable on or before *REDACTED

            *REDACTED payable on or before *REDACTED

            *REDACTED payable on or before *REDACTED

            *REDACTED payable on or before *REDACTED

            *REDACTED payable on or before *REDACTED.

2.    GRANT OF LICENSE.

      (a)   Upon the terms and conditions set forth in this agreement, Licensor
            hereby grants to Licensee and Licensee hereby accepts for the Term
            of this Agreement, a license to utilize the Licensed Property solely
            on or in connection with the manufacture, distribution and sale of
            the Licensed Product(s) as specified above for the ultimate retail
            sale to the public throughout the Territory on an exclusive basis
            subject to Paragraph 1(b). Licensee acknowledges that Licensor has
            granted rights to certain characters "Nerdlucks" based from the
            Motion Picture to an alternate licensee through an affiliate of
            Licensor. Licensee further acknowledges that Licensor may grant a
            license to a third party for the category of "Plush Characters"
            embodied with electronic features, so long as the third party
            advertises the electronic "Plush" on television.

      (b)   For purposes of interpretation throughout this Agreement, every
            application and utilization of each enumerated Licensed Property set
            forth above as to any given Licensed Product set forth above shall
            be considered as a separate grant, and as a separate Licensed
            Product.

      (c)   Licensee specifically understands and agrees that no rights are
            granted herein with respect to the Warner Bros. "shield" logo or
            trademark, or any other trademark(s), logo(s) or copyrights owned by
            Licensor other than those specifically set forth above in the
            Licensed Property, it being understood that all rights in and to
            said properties are reserved exclusively to Licensor for use and/or
            licensing as it deems appropriate to third party(s) or its choice.

      (d)   Licensee specifically understands and agrees that no rights are
            granted herein with respect to the Warner Bros. "LOONEY TUNES
            LOVABLES" infant property, it being

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                              *Omitted and filed separately with the Commission.

            understood that all rights in and to said property are reserved
            exclusively to Licensor for use and/or licensing as it deems
            appropriate to third party(s) of its choice.

      (e)   Without limiting any other approvals of Licensor as contained
            herein, no television commercials may be utilized under this License
            without the specific prior written approval of Licensor.

3.    CONSIDERATION.

      (a)   The Guaranteed Consideration paid by Licensee as set forth above
            shall be applied against such royalties as are, or have become, due
            to Licensor. No part of such Guaranteed Consideration shall be
            repayable to Licensee. Royalties earned in excess of the Guaranteed
            Consideration applicable to the Term hereof shall not offset any
            Guaranteed Consideration required in respect of the succeeding
            renewal term (if any); likewise, royalties earned in excess of the
            Guaranteed Consideration applicable to the renewal term shall not
            offset any Guaranteed Consideration applicable to any prior term.

      (b)   To secure payment by Licensee to Licensor of the Guaranteed
            Consideration referred to in Paragraph 3(a) above, Licensee shall
            deliver to Licensor and original irrevocable standby letter of
            credit in an aggregate fact amount of *REDACTED (the "Letter of
            Credit"). Timely delivery of the Letter of Credit shall by thirty
            (30) days after execution of this Agreement. The Letter of Credit
            shall have a term concurrent with the Term of this Agreement and
            shall be self-liquidating to the amount of Guaranteed Consideration
            remaining unpaid under this Agreement. Upon payment to Licensor of
            the total amount of Guaranteed Consideration due under this
            Agreement, the Letter of Credit shall terminate. The Letter of
            Credit shall be issued by a United States bank approved by Licensor
            and shall contain terms and conditions satisfactory to Licensor in
            its reasonable discretion. In the event of the bankruptcy or
            insolvency of Licensee, or upon the occurrence of any other default
            as set forth in Paragraph 14 below, in addition to Licensor's other
            rights and remedies hereunder, at law, in equity or otherwise,
            Licensor shall, at Licensor's election, be entitled to draw down the
            full face amount available under the Letter of Credit and retain all
            such as cash collateral and then or at any time thereafter apply
            such sums against any and all amounts then due or thereafter to
            become due to Licensor hereunder, at law, in equity or otherwise.

      (c)   ROYALTY PAYMENTS: Licensee shall pay to Licensor a sum equal to the
            Royalty Rate as set forth above of all net sales by Licensee of the
            Licensed Product(s) covered by this Agreement. The term "net sales"
            shall mean the gross invoice price billed customers, less quantity
            discounts, returns and freight charges if itemized separately, but
            no deduction shall be made for uncollectable accounts. It is a
            material term and condition of this Agreement that Licensee report
            net sales separately on each of the Licensed Properties and on a
            country-by-country basis. In the event Licensee fails to do so,
            Licensor shall have the right to terminate this Agreement. No costs
            incurred in the manufacture, sale, distribution, advertisement, or
            exploitation of the Licensed Product(s) shall be deducted from any
            royalties payable by Licensee.

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      (d)   Royalties shall be payable concurrently with the periodic statements
            required in Paragraph 5 hereof, except to the extent offset by
            Guaranteed Consideration theretofore remitted.

4.    RESERVATION OF RIGHTS; PREMIUMS.

      (a)   Licensor reserves all rights not expressly conveyed to Licensee
            hereunder, and Licensor may grant licenses to others to use the
            Licensed Property, artwork and textual matter in connection with
            other products whether similar or identical to the Licensed
            Product(s).

      (b)   Notwithstanding anything to the contrary in the foregoing paragraph
            or elsewhere set forth in this Agreement, Licensor specifically
            reserves the right without limitation throughout the world to itself
            use, or license any third party(s) of its choice for the
            manufacture, distribution and sale of product. similar or identical
            to those licensed herein in Paragraph 1(b) above for sale through
            any catalogue(s) produced or distributed by or on behalf of Licensor
            or its affiliated companies, or for sale or distribution in any
            theaters or arena, or for sale or distribution in any retail stores
            operated by or on behalf of Licensor, its affiliated companies
            franchises, or for sale or distribution in any theme/amusement parks
            operated by or on behalf of Licensor and its affiliated companies,
            including without limitation, the Six Flags and Movie World parks.
            In addition, Licensor reserves the right to allow Six Flags
            Corporation and Movie World to manufacture (or have manufactured by
            a third party) products similar or identical to those licensed
            herein for distribution or sale in theme and/or amusement parks
            owned or operated by Six Flags Corporation and Movie World. Further,
            Licensor reserves the right to use, or license others to use, and/or
            manufacture products similar or identical to those licensed herein
            for use as premiums.

      (c)   Licensee agrees that it will not use, or knowingly permit the use
            of, and will exercise due care that its customers likewise will
            refrain from the use of, the Licensed Product(s) as a premium,
            except with the prior written consent of Licensor. Subject to
            Licensor's prior written approval as aforesaid, Licensee shall pay
            to Licensor a sum equal to TEN PERCENT (1O%) of all premium sales.
            For purposes of this paragraph, the term "premium" shall be defined
            as including, but not necessarily limited to, combination sales,
            free or self-liquidating items offered to the public in conjunction
            with the sale or promotion of a product or service, including
            traffic building or continuity visits by the consumer/customer, or
            any similar scheme or device, the prime intent of which is to use
            the Licensed Products in such a way as to promote, publicize and or
            sell the products, services or business image of the user of such
            item.

5.    PERIODIC STATEMENTS.

      (a)   Within THIRTY (30) days after the initial shipment of the Licensed
            Product(s) and promptly on the 30th day of every month thereafter,
            Licensee shall furnish to Licensor complete and accurate statements
            certified to be accurate by Licensee, or if a corporation, by an
            officer of Licensee, showing with respect to all Licensed Product(s)
            distributed and sold by Licensee during the preceding calendar month
            the number of units, description of items sold (specifying the
            components of the Licensed Property utilized and specifying the
            nature of the Licensed Product(s), gross sales price and itemized
            deductions

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<PAGE>
            from gross sales price, and net sales price together with any
            returns made during the preceding calendar month. Such statements
            shall be furnished to Licensor whether or not any of the Licensed
            Product(s) have been sold during calendar months to which such
            statements refer. Receipt or acceptance by Licensor of any of the
            statements furnished pursuant to this Agreement or of any sums paid
            hereunder shall not preclude Licensor from questioning the
            correctness thereof at any time, and in the event that any
            inconsistencies or mistakes are discovered in such statements or
            payments, they shall immediately be rectified and the appropriate
            payments made by Licensee. Upon demand of Licensor, Licensee shall
            at its own expense, but not more than once in any TWELVE (12) month
            period, furnish to Licensor a detailed statement by an independent
            certified public accountant showing the number, description of items
            sold specifying the components of the Licensed Property utilized and
            nature of Licensed Product(s), gross sales price itemized deductions
            from gross sales price and net sales price of the Licensed
            Product(s) covered by this Agreement distributed and/or sold by
            Licensee up to and including the date upon which Licensor has made
            such demand.

      (b)   The statements and payments required hereunder shall be delivered
            to:

            Warner Bros. Consumer Products
            4000 Warner Boulevard
            Bridge Building, 4th Floor
            Burbank, California 91522
            Attn:    Asst.  controller, Domestic Accounting

      (c)   Any payments which are made to Licensor hereunder after the due date
            required therefore shall bear interest at the then current prime
            rate (or the maximum rate permissible by law, if less than the
            current prime rate) from the date such payments are due to the date
            of payment. Licensor's right hereunder to interest on late payments
            shall not preclude Licensor from exercising any of its other rights
            or remedies pursuant to this Agreement or otherwise with regard to
            Licensee's failure to make timely remittances.

6.    BOOKS AND RECORDS.

      (a)   Licensee shall keep, maintain and preserve (in Licensee's principal
            place of business) for at least two (2) years following termination
            or expiration of the term of this Agreement or any renewal(s)
            hereof, complete and accurate records of accounts including, without
            limitation, purchase orders, inventory records, invoices,
            correspondence, banking and financial and other records pertaining
            to the various items required to be submitted by Licensee. Such
            records and accounts shall be available for inspection and audit at
            any time or times during or after the term of this Agreement or any
            renewal(s) hereof during reasonable business hours and upon
            reasonable notice by Licensor or its nominees. Licensee agrees not
            to cause or permit any interference with Licensor or nominees of
            Licensor in the performance of their duties. During such inspections
            and audits, Licensor shall have the right to take extracts and/or
            make copies of Licensee's records as it deems necessary.

      (b)   The exercise by Licensor in whole or in part, at any time of the
            right to audit records and accounts or of any other right herein
            granted, or the acceptance by Licensor of any statement or
            statements or the receipt and/or deposit by Licensor, of any payment
            tendered by or on

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<PAGE>
            behalf of Licensee shall be without prejudice to any rights or
            remedies of Licensor and such acceptance, receipt and/or deposit
            shall not preclude or prevent Licensor from thereafter disputing the
            accuracy of any such statement or payments

      (c)   if pursuant to its right. hereunder Licensor causes an audit and
            inspection to be instituted which thereafter discloses a deficiency
            between the amount found to be due to Licensor and the amount
            actually received or credited to Licensor, then Licensee shall be
            responsible for payment of the deficiency, together with interest
            thereon at the then current prime rate from the date such amount
            became due until the date of payment, and, if the deficiency is more
            than five percent (5%), then Licensee shall pay the reasonable costs
            and expenses of such audit and inspection.

7.    INDEMNIFICATIONS.

      (a)   During the Term, and continuing after the expiration or termination
            of this Agreement, Licensor shall indemnify Licensee and shall hold
            it harmless from any loss, liability, damage, cost or expense
            arising out of any claims or suits which may be brought or made
            against License by reason of the breach by Licensor of the
            warranties or representations as set forth in Paragraph 12 hereof,
            provided that Licensee shall give prompt written notice, and full
            cooperation and assistance to Licensor relative to any such claim or
            suit and provided, further, that Licensor shall have the option to
            undertake and conduct the defense of any suit so brought. Licensee
            shall not, however, be entitled to recover for lost profits.
            Licensee shall cooperate fully in all respects with Licensor in the
            conduct and defense of said suit and/or proceedings related thereto.

      (b)   During the Term, and continuing after the expiration or termination
            of this Agreement, Licensee shall indemnify Licensor and shall hold
            it harmless from any loss, liability, damage, cost or expense
            arising out of any claims or suits which may be brought or made
            against Licensor by reason of: (i) any breach of Licensee's
            covenants and undertakings hereunder, including those set forth in
            Paragraph 13 hereof; (ii) any unauthorized use of the Licensed
            Property; (iii) any use of any trademark, copyright, design, patent,
            process, method. or device, except for those uses of the Licensed
            Property that are specifically approved by Licensor pursuant to the
            terms of this Agreement; (iv) Licensee's non-compliance with any
            applicable federal, state or local laws or with any other applicable
            regulations; and (v) any alleged defects and/or inherent dangers
            (whether obvious or hidden) in the Licensed Product(s) or the use
            thereof.

      (c)   with regard to 7(b) above, Licensee agrees to obtain, at its own
            expense, product liability insurance providing adequate protection
            for Licenser and Licensee against any such claims or suits in
            amounts no less than three million dollars ($3,000,000) per
            occurrence, combined single limits. Simultaneously with the
            execution of this Agreement, Licensee undertakes to submit to
            Licensor a fully paid policy or certificate of insurance naming
            Licensor as an additional insured party and, requiring that the
            insurer shall not terminate or materially modify such without
            written notice to Licensor at least twenty (20) days in advance
            thereof.

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8.    ARTWORK; COPYRIGHT AND TRADEMARK NOTICES.

      (a)   The Licensed Property shall be displayed or used only in such form
            and in such manner as has been specifically approved in writing by
            Licensor in advance and Licensee undertakes to assure usage of the
            Trademark(s) and the License Property solely as approved hereunder.
            Licensee further agrees and acknowledges that any and all artwork
            authorized for use hereunder by Licensor in connection with the
            Licensed Product(s) or which otherwise features or includes the
            Licensed Property shall be owned in its entirety exclusively by
            Licensor. Licensor reserves for itself or its designees all rights
            to use any and all artwork created, utilized and(or approved
            hereunder without limitation.

      (b)   Licensee acknowledges that, as between Licensor and Licensee, the
            Licensed Property and all copyrights, trademarks and other
            proprietary rights in and to the Licensed Property are owned
            exclusively by Licensor. Licensee acknowledges that Licensor shall
            have the right to terminate this Agreement in the event Licensee
            asserts any rights (other than those granted pursuant to the
            Agreement) in or to the Licensed Property. Licensee further agrees
            and acknowledges that Licensor shall own the copyright and other
            proprietary rights in any and all artwork authorized for use
            hereunder that incorporates the Licensed Property. At the request of
            Licensor, Licensee shall execute such form(s) of assignment of
            copyright in any amendments or derivative works based in whole or
            part on the Licensed Property as Licensor may reasonably request. If
            any third party makes or has made any contribution to the creation
            of artwork authorized for use hereunder, Licensee agrees to obtain
            from such party a full assignment of rights so that the foregoing
            assignment by Licensee shall vest full right in Licensor.

      (c)   Licensee shall, within thirty (30) days of receiving an invoice, pay
            Licensor for artwork executed by Licensor (or by third parties under
            contract to Licensor) for use in the development of the Licensed
            Product(s) and any related packaging, display and promotional
            materials at Licensor's prevailing commercial art rates. The
            foregoing shall include any artwork that, in Licensor's opinion, is
            necessary to modify artwork initially prepared by Licensee and
            submitted for approval. Estimates of artwork charges are available
            upon request.

      (d)   Licensee shall cause to be imprinted, irremovably and legibly on
            each Licensed Product(s) manufactured, distributed or sold under
            this Agreement, and all advertising, promotional, packaging and
            wrapping material wherein the Licensed Property appears, the
            following as directed by Licensor:

            (i)   The appropriate Copyright Notices, as directed and in each
                  instance specified by Licensor, including an encircled c, the
                  name of Licensor, year date of first publication of the art
                  and/or textual material generally in the following form:

                  TX & (copyright) Warner Bros.  199_.

                  LOONEY TUNES, characters, names and all related
                  indicia are trademarks of Warner Bros. (copyright) l99_.

                  (The year date shall be as instructed by Licensor)

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            (ii)  The appropriate Trademark Notices with respect to the
                  Trademark (s) and Character (s) (and any component thereof) as
                  specified in each instance by Licensor, including the initials
                  "TM" or the letter "R" encircled or "*" (asterisk), and/or
                  such legend(s) as may be required by Licensor, including but
                  not limited to a legend indicating that the Licensed Property
                  (and any component thereof) are trademarks of Licensor used
                  under license by Licensee.

      (e)   In no event shall Licensee use, in respect to the Licensed
            Product(s) and/or in relation to any advertising, promotional,
            packaging or wrapping material, any copyright or trademark notices
            which shall conflict with, be confusing with, or negate, any notices
            required hereunder by Licensor in respect to the Licensed Property.

      (f)   Licensee agrees to deliver to Licensor free of cost twelve (12) of
            each of the Licensed Product(s) together with their packaging and
            wrapping material for trademark registration purposes in compliance
            with applicable laws, simultaneously upon distribution to the
            public. Any, copyrights or trademarks with respect to the Licensed
            Property shall be procured by and for the benefit of Licensor and at
            Licensor's expense. Licensee further agrees to provide Licensor with
            the date of the first use of the Licensed Product(S) in interstate
            and intrastate commerce.

      (g)   Licensee shall assist Licensor, at Licensor's expense, in the
            procurement, protection, and maintenance of Licensor's' rights to
            the Licensed Property. Licensor may, in its sole discretion,
            commence or prosecute and effect the disposition of any claims or
            suits relative to the imitation, infringement and/or unauthorized
            use of the Licensed Property either in its own name, or in the name
            of Licensee, or join Licensee as a party in the prosecution of such
            claims or suits. Licensee agrees to cooperate fully with Licensor in
            connection with any such claims or suits and undertakes to furnish
            full assistance to Licensor in the conduct of all proceedings in
            regard thereto. Licensee shall promptly notify Licensor in writing
            of any infringements or imitations or unauthorized uses by others of
            the Licensed Property, on or in relation to products identical to
            similar to or related to the Licensed Product(s). Licensor shall in
            its sole discretion have the right to settle or effect compromises
            in respect thereof . Licensee shall not institute any suit or take
            any action on account of such infringements, imitations or
            unauthorized uses.

9.    APPROVALS AND QUALITY CONTR0LS,

      (a)   Licensee agrees to comply and maintain compliance with the quality
            standards and specifications of Licensor in respect to all usage of
            the Licensed Property on or in relation to the Licensed Product(s)
            throughout the Term of this Agreement and any renewals or extensions
            thereof. Licensee agrees to furnish to Licensor free of cost for its
            written approval as to quality and style, samples of each of the
            Licensed Product(s), together with their packaging, hangtags, and
            wrapping material, as follows in the successive stages indicated (a)
            rough sketches/layout concepts; (b) finished artwork or final
            proofs; (c)pre-production samples or strike-offs; (d) finished
            products, including packaged samples.

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      (b)   No Licensed Product(s) and no material whatever utilizing the
            Licensed Property shall be manufactured, sold, distributed or
            promoted by Licensee without prior written approval. Licensee may,
            subject to Licensor's prior written approval, use textual and/or
            pictorial matter pertaining to the Licensed Property on such
            promotional, display and advertising material as may, in its
            reasonable judgment, promote the sale of the Licensed Product(s).
            All advertising and promotional material relating to the Licensed
            Product(s) must be submitted to the Licensor for its written
            approval at the following stages appropriate to the medium used: (a)
            rough concepts (b) layout, storyboard, script; and (c) finished
            materials.

      (c)   Approval or disapproval shall lie in Licensor's sole discretion. Any
            Licensed Product(s) not approved in writing shall be deemed
            unlicensed and shall not be manufactured or sold. If any unapproved
            Licensed Product(s) are being sold, Licensor may, together with
            other remedies available to it including, but not limited to,
            immediate termination of this Agreement, require such Licensed
            Product(s) to be immediately withdrawn from the market and to be
            destroyed, such destruction to be attested to in a certificate
            signed by an officer of Licensee.

      (d)   Any modification of a Licensed Product must be submitted in advance
            for Licensor's written approval as if it were a new Licensed
            Product. Approval of a Licensed Product which uses particular
            artwork does not imply approval of such artwork for use with a
            different Licensed Product.

      (e)   Licensed Product(s) must conform in all material respects to the
            final production samples approved by Licensor. If in Licensor's
            reasonable judgment, the quality of a Licensed Product originally
            approved has deteriorated in later production runs, or if a Licensed
            Product has otherwise been altered, Licensor may, in addition to
            other remedies available to it, require that such Licensed Product
            be immediately withdrawn from the market.

      (f)   Licensee shall permit Licensor, upon reasonable notice, to inspect
            Licensee's manufacturing operations and testing records (including
            those operations and records of any supplier or manufacturer
            approved pursuant to Paragraph 10 below) with respect to the
            Licensed Product(s).

      (g)   If any changes or modifications are required to be made to any
            material submitted to Licensor for its written approval in order to
            ensure compliance with Licensor's specifications or standards of
            quality, Licensee agrees promptly to make such changes or
            modifications. Subsequent to final approval, no fewer than
            twenty-four (24) production samples of Licensed Product(s) will be
            sent to Licensor, to ensure quality control simultaneously upon
            distribution to the public. In addition, Licensor shall have the
            right to purchase any and all Licensed Product(s) in any quantity at
            the price Licensee charges its best customer at the maximum discount
            price.

      (h)   To avoid confusion of the public, Licensee agrees not to associate
            other characters or licensed properties with the Licensed Property
            on the Licensed Product(s) or in any packaging, promotional or
            display materials unless Licensee receives Licensor's prior written
            approval. Furthermore, Licensee agrees not to use the Licensed

                                       10
<PAGE>
              Property (or any component thereof) on any business sign, business
              cards, stationery or forms, nor to use the Licensed Property as
              part of the name of Licensee's business or any division thereof.

       (i)    Licensee shall use its best of forts to notify its customers of
              the requirement that Licensor has the right to approve all
              promotional, display and advertising material pursuant to this
              Agreement.

       (j)    It is understood and agreed that any animation used in electronic
              media, including but not limited to animation for television
              commercials and character voices for radio commercials, shall be
              produced by Warner Bras. Animation pursuant to a separate
              agreement between Licensee and Warner Bros. Animation, subject to
              Warner Bras. Animation customary rates. Any payment made to Warner
              Bros. Animation for such animation shall be in addition to and
              shall not offset the Consideration set forth in Paragraph 3.

       (k)    Licensor's approval of Licensed Product(s) (including without
              limitation, the Licensed Product(s) themselves as well as
              promotional, display and advertising materials) shall in no way
              constitute or be construed as an approval by Licensor of
              Licensee's use of any trademark, copyright and/or other
              proprietary materials, not owned by Licensor

  10.   DISTRIBUTION; SUB-LICENSE MANUFACTURE

       (a)    Within the Channels of Distribution as set forth in Paragraph 1(b)
              hereof, Licensee shall sell the Licensed Product(s) either to
              jobbers, wholesalers, distributors or retailers for sale or resale
              and distribution directly to the public. Unless explicitly set
              forth in Paragraph 1(h) hereof, Licensee shall not sell the
              Licensed Product(s) through any cable home shopping service. If
              Licensee sells or distributes the Licensed Product(s) at a special
              price, directly or indirectly, to itself, including with out
              limitation, any subsidiary of Licensee or to any other person,
              firm, or corporation affiliated with Licensee or its officers,
              directors or major stockholders, for ultimate sale to unrelated
              third parties, Licensee shall pay royalties with respect such
              sales or distribution, based upon the price generally charged the
              trade by Licensee.

       (b)    Licensee shall not be entitled to sublicense any of its rights
              under this Agreement. In the event Licensee is not the
              manufacturer of the Licensed Product(s), Licensee shall be,
              subject to the prior written approval of Licensor (which approval
              shall not be unreasonably withheld), be entitled to utilize a
              third party manufacturer in connection with the manufacture and
              production of the Licensed Product(s) provided that such
              manufacturer shall execute a letter in the form of Exhibit 1
              attached hereto and by this reference made a part hereof. In such
              event, Licensee shall remain primarily obligated under all of the
              provisions of this Agreement. In no event shall any such
              sublicense agreement include the right to grant any further
              sublicenses.

11.   GOODWILL.

            Licensee recognizes the great value of the publicity and goodwill
      associated with the Licensed Property and, acknowledges (i) such goodwill
      is exclusively that of Licensor and (ii) that the Licensed Property have
      acquired a secondary


                                       11
<PAGE>
      meaning as Licensor's trademarks and/or identifications in the mind or the
      purchasing public. Licensee further recognizes and acknowledges that a
      breach by Licensee of any of its covenants, agreements or undertakings
      hereunder will cause Licensor irreparable damage, which cannot be readily
      remedied in damaqes in an action at law, and may, in addition thereto,
      constitute an infringement of Licensor'8 copyrights, trademarks and/other
      proprietary rights in, and to the Licensed Property, thereby entitling
      Licensor to seek equitable remedies and costs.

12.   LICENSOR'S WARRANTIES AND REPRESENTATIONS.

      Licensor represents and warrants to Licensee that:

      (a)   It has, and will have throughout the Term of this Agreement, the
            right to license the Licensed Property to Licensee in accordance
            with the terms and provisions of this Agreement; and

      (b)   The making of this Agreement by Licensor does not violate any
            agreements, rights or obligations existing between Licensor and any
            other person, firm or corporation.

13.   LICENSEE'S WARRANTIES AND REPRESENTATIONS.

      Licensee  represents and warrants to Licensor that,  during the Term and
      thereafter:

      (a)   It will not attack the title of Licensor or its Grantors in and to
            the Licensed Property or any copyright or trademark pertaining
            thereto, nor will it attack the validity of the license granted
            hereunder;

      (b)   It will not harm, misuse or bring into disrepute the Licensed
            Property, but on the contrary, will maintain the value and
            reputation thereof to the best of its ability;

      (c)   It will manufacture, sell, promote and distribute the Licensed
            Product(s) in an ethical manner and in accordance with the terms and
            intent of this Agreement, and in compliance with all applicable
            government regulations and industry standards;

      (d)   It will not create any expenses chargeable to Licensor without the
            prior written approval of Licensor;

      (e)   It will protect to the best of its ability its right to manufacture,
            sell, promote, and distribute the Licensed Product(s) hereunder;

      (f)   It will at all times comply with all government laws and
            regulations, including but not limited to product safety, food,
            health, drug, cosmetic, sanitary or other similar laws, and all
            voluntary industry standards relating or pertaining to the
            manufacture, sale, advertising or use of the Licensed Product(s),
            and shall maintain its appropriate customary high quality standards.
            It shall comply with any regulatory agencies which shall have
            jurisdiction over the Licensed Product(s) and shall procure and
            maintain in force any and all permissions, certifications and or
            other authorizations from governmental and/or other official
            authorities that may be required in relation thereto. Each Licensed
            Product and component thereof distributed hereunder shall comply
            with all applicable laws, regulations and voluntary industry
            standards. Licensee shall follow reasonable and proper procedures
            for testing that all Licensed Product(s) comply with such laws,
            regulations and standards. Upon reasonable notice, Licensee shall
            permit

                                       12
<PAGE>
            Licensor or its designees to inspect testing records and procedures
            with respect to the Licensed Product(s) for compliance. Licensed
            Product(s) that do not comply with all applicable laws regulations
            and standards shall automatically be deemed unapproved;

      (g)   It shall, upon Licensor's request, provide credit information to
            Licensor including, but not limited to, fiscal year-end financial
            statements (profit-and-loss statement and balance sheet) and
            operating statements;

      (h)   It will provide Licensor with the date(s) of first use of the
            Licensed Product(s) in interstate and intrastate commerce, where
            appropriate;

      (i)   It will, pursuant to Licensor's instructions, duly take any and all
            necessary steps to secure execution of all necessary documentation
            for the recordation of itself as user of the Licensed Property in
            any jurisdiction where this is required or where Licensor reasonably
            requests that such recordation shall be effected. Licensee further
            agrees that it will at its own expense cooperate with Licensor in
            cancellation of any such recordation at the expiration of this
            Agreement or upon termination of Licensee's right to use the
            Licensed Property. Licensee hereby appoints Licensor its
            Attorney-in-fact for such purpose; and

      (j)   It will not deliver or sell Licensed Products outside the Territory
            or knowingly sell Licensed Products to a third party for delivery
            outside the Territory.

14.   TERMINATION BY LICENSOR.

      (a)   Licensor shall have the right to terminate this Agreement without
            prejudice to any rights which it may have in the premises, whether
            pursuant to the provisions of this Agreement, in law, or in equity,
            or otherwise, upon the occurrence of any one or more of the
            following events (herein called "defaults"):

            (i)   If Licensee defaults in the performance of any of its
                  obligations provided for in this Agreement; or

            (ii)  Licensee shall have failed to deliver to Licensor or to
                  maintain in full force and effect the insurance referred to in
                  Paragraph 7(c) hereof; or

            (iii) If Licensee shall fail to make any payments due hereunder on
                  the date due; or

            (iv)  If Licensee shall fail to deliver any of the statements
                  hereinabove referred to or to give access to the premises
                  and/or license records pursuant to the provisions hereof to
                  Licensor's authorized representatives for the purposes
                  permitted hereunder; or

            (v)   If Licensee shall fail to comply with any laws, regulations
                  or voluntary industry standards as provided in Paragraph 13(f)
                  or if any governmental agency or other body, office or
                  official vested with appropriate authority finds that the
                  Licensed Product(s) are harmful or defective in any way,
                  manner or form, or are being manufactured, sold or distributed
                  in contravention of applicable laws, regulations or standards,
                  or in a manner likely to cause harm; or

                                       13
<PAGE>
            (vi)  If Licensee shall be unable to pay its debts when due, or
                  shall make any assignment for the benefit of creditors, or
                  shall file any petition under the bankruptcy or insolvency
                  laws of any jurisdiction, county or place, or shall have or
                  suffer a receiver or trustee to be appointed for its business
                  or property, or be adjudicated a bankrupt or an insolvent; or

            (vii) In the event that Licensee does not commence in good faith to
                  manufacture, distribute and sell each Licensed Product(s) and
                  utilize each Character set forth in the Licensed Property
                  within the Territory on or before the Marketing Date and
                  thereafter fails to diligently and continuously manufacture,
                  distribute and sell each of the Licensed Products and utilize
                  each Character within the Territory. Such default and
                  Licensor's resultant right of termination (or recapture) shall
                  only apply to the specific Character(s) and/or the specific
                  Licensed Product(s), which or wherein Licensee fails to meet
                  said Marketing Date requirement; or

            (viii)If Licensee shall manufacture, sell or distribute, whichever
                  first occurs, any of the Licensed Products(s) without the
                  prior written approval of Licensor as provided in Paragraph 9
                  hereof; or

            (ix)  If Licensee undergoes a substantial change of management; or

            (x)   If a manufacturer approved pursuant to Paragraph 10(b) hereof
                  shall engage in conduct, which conduct if engaged in by
                  Licensee would entitle Licensor to terminate this Agreement;
                  or

            (xi)  If Licensee delivers or sells Licensed Product(s) outside the
                  Territory or knowingly sells Licensed Products(s) to a third
                  party for delivery outside the Territory; or

            (xii) If Licensee has made a material misrepresentation or has
                  omitted to state a material fact necessary to make the
                  statements not misleading; or

            (xiii)If Licensee shall breach any other agreement in effect
                  between Licensee and Licensor.

      (b)   In the event any of these defaults occur, Licensor shall give notice
            of termination in writing to Licensee by certified mail. Licensee
            shall have ten (10) days from the date of receiving notice in which
            to correct any of these defaults (except subdivisions (vii), (viii),
            (xi) and (xii) above which are not curable), and failing such, this
            Agreement shall thereupon immediately terminate, and any and all
            payments then or later due from Licensee hereunder (including
            Guaranteed Consideration) shall then be promptly due and payable and
            no portion of prior payments shall be repayable to Licensee.

    15.  FINAL STATEMENT UPON TERMINATION OR EXPIRATION.

               Licensee shall deliver, as soon as practicable, but not later
            than thirty (30) days following expiration or termination, a
            statement indicating the number and description of Licensed
            Product(s) on hand together with a description of all advertising
            and promotional materials relating thereto. Following expiration or
            termination, Licensee shall not continue to manufacture the Licensed
            Product(s).  However, if Licensee has complied with all the terms of
            this Agreement,

                                       14
<PAGE>
      including, but not limited to, complete and timely payment of the
      Guaranteed Consideration then, Licensee may continue to distribute and
      sell its remaining inventory on a non-exclusive basis for a period not to
      exceed SIXTY (60) days following such termination or expiration, subject
      to payment of applicable royalties thereto. In no event, however, may
      Licensee distribute and sell during such period an amount of Licensed
      Product(s) that exceeds the average amount of Licensed Product(s) sold
      during a consecutive SIXTY (60) day period during the Term. If Licensee
      has any remaining inventory of the Licensed Product(s) following such
      SIXTY (60) day period, Licensee shall, at Licensor's option, make
      available such inventory to Licensor for purchase at cost, deliver up to
      Licensor for destruction said remaining inventory or furnish to Licensor
      an affidavit attesting to the destruction of said remaining inventory.
      Licensor shall have the right to conduct a physical inventory in order to
      ascertain or verify such inventory and/or physical inventory. In the event
      this Agreement is terminated by Licensor for cause, Licensee shall be
      deemed to have forfeited its sell-off rights hereunder. In addition to the
      forfeiture, Licensor shall have recourse to all other legal remedies
      available to it.

16.   NOTICES.

            Except as otherwise specifically provided herein, all notices which
      either party hereto is required or may desire to give to the other shall
      be given by addressing the same to the other at the address set forth
      above, or at such other address as may be designated in writing by any
      such party in a notice to the other given in the manner prescribed in this
      paragraph. All such notices shall be sufficiently given when the same
      shall be deposited so addressed, postage prepaid, in the United States
      mail and/or when the same shall have been delivered, so addressed, to a
      facsimile or over-night delivery service and the date of said mailing
      shall be the date of the giving of such notice' and/or transmitted via
      facsimile with receipt of a confirming copy.

17.   NO PARTNERSHIP, ETC.

            This Agreement does not constitute and shall not be construed as
      constitution of a partnership or joint venture between Licensor and
      Licensee. Neither party shall have any right to obligate or bind the other
      party in any manner whatsoever, and nothing contained herein shall give,
      or is intended to give, any rights of any kind to any third persons.

18. NON-ASSIGNABILITY.

            This Agreement shall bind and inure to the benefit of Licensor, its
      successors and assigns. This Agreement is personal to Licensee, and
      Licensee shall not sub-license nor franchise its rights hereunder, and
      neither this Agreement nor any of the rights of Licensee hereunder shall
      be sold, transferred or assigned by Licensee and no rights hereunder shall
      devolve by operation of law or otherwise upon any receiver, liquidator,
      trustee or other party.

19.   CONSTRUCTION.

            This Agreement shall be construed in accordance with the laws of the
      State of California of the United States of America.

20.   WAIVER, MODIFICATION ETC.

            No waiver, modification or cancellation of any term or condition of
      this Agreement shall be effective unless executed

                                       15
<PAGE>
      in writing by the party charged therewith. No written waiver shall excuse
      the performance of any acts other than those specifically referred to
      therein. The fact that the Licensor has not previously insisted upon
      Licensee expressly complying with any provision of this Agreement shall
      not be deemed to be a waiver of Licensor's future right to require
      compliance in respect thereof and Licensee specifically acknowledges and
      agrees that the prior forbearance in respect of any act, term or condition
      shall not prevent Licensor from subsequently requiring full and complete
      compliance thereafter. If any term or provision of this Agreement is held
      to be invalid or unenforceable by any court of competent jurisdiction or
      any other authority vested with jurisdiction, such holding shall not
      affect the validity or enforceability of any other term or provision
      hereto and this Agreement shall be interpreted and construed as if such
      term or provision, to the extent the same shall have been held to be
      invalid, illegal or unenforceable, had never been contained herein.
      Headings of paragraphs herein are for convenience only and are without
      substantive significance.

21.   ACCEPTANCE BY LICENSOR;

            This instrument, when signed by Licensee shall be deemed an
      application for license and not a binding agreement unless and until
      accepted by Warner Bros. Consumer Products by signature of a duly
      authorized officer and the delivery of such a signed copy to Licensee. The
      receipt and/or deposit by Warner Bros. Consumer Products of any check or
      other consideration given by Licensee and/or delivery of any material by
      Warner Bros. Consumer Products to Licensee shall not be deemed an
      acceptance by Warner Bros. Consumer Products of this application. The
      foregoing shall apply to any documents relating to renewals or
      modifications hereof.

      This Agreement shall be of no force or effect unless and until it is
      signed by all of the parties listed below:

      AGREED AND ACCEPTED:                        AGREED AND ACCEPTED:
      LICENSOR:                                   LICENSEE:

      PARKER BR0S. CONSUMER PRODUCTS, A           ACE NOVELTY COMPANY, INC.
      TIME WARNER ENTERAINMENT COMPANY
      as Agent for Warner Bros., a
      division of Time Warner
      Entertainment Company, L.P.

      By:/s/ GARY R. SIMON                        By:/s/ SAUL GAMORAN
             Gary R. Simon
             Vice President, Legal Affairs

      Date:   3/22/96                             Date:3/19/96

                                       16
<PAGE>
                            EXHIBIT 1 #6832-SPJ/WBLT


                                      Dated


Warner Bros. Consumer Products
4000 Warner Boulevard
Burbank, CA 91522

RE: APPROVAL FOR THIRD PARTY MANUFACTURER

Gentlemen:

      This letter will serve as notice to you that pursuant to Paragraph 10(b)
of the License Agreement dated ______, 199_ between your client WARNER BROS. and
ACE NOVELTY COMPANY INC, ("Licensee"), we have been engaged as the manufacturer
for LICENSEE in connection with the manufacture of the Licensed Product(s) as
defined in the aforesaid License Agreement. We hereby acknowledge that we may
not manufacture Licensed Product(s) for, or sell or distribute Licensed
Product(s) to, anyone other than Licensee. We hereby further acknowledge that we
have received a copy and are cognizant of the terms and conditions set forth in
said License Agreement and hereby agree to observe those provisions of said
License Agreement which are applicable to our function as manufacturer of the
Licensed Product(s). It is understood that this engagement is on a royalty free
basis.

      We understand that our engagement as the manufacturer for LICENSEE is
subject to your written approval. We request, therefore, that you sign in the
space below, thereby showing your acceptance of our engagement as aforesaid.

                                            Sincerely,

                                            _______________________________
                                            MANUFACTURER/COMPANY NAME



                                            By:____________________________
                                               SIGNATURE

                                               ____________________________
                                               PRINTED NAME
                                               ____________________________
                                               ADDRESS

                                               ____________________________

                                               ____________________________
                                               DATED


   AGREED TO AND ACCEPTED:

   WARNER BROS. CONSUMER PRODUCTS


   By:________________________
      Gary R. Simon
      Vice President, Legal Affairs

   Date:_______________


                                       17