<PAGE>
OMITTED INFORMATION HAS BEEN INDICATED HEREIN AND FILED SEPARATELY WITH THE
COMMISSION AS IT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST.






                                    BUSINESS
                                  CONFIDENTIAL
                        RETAIL PRODUCT LICENSE AGREEMENT
                                     BETWEEN
                           THE TOPPS COMPANY, INC. AND
                              NBA PROPERTIES, INC.

                                February 25, 1995

<PAGE>

                                                                     FORM:  NBAP
                                                          Trading Cards/Stickers

                        RETAIL PRODUCT LICENSE AGREEMENT

LICENSEE:  THE TOPPS COMPANY, INC.
ADDRESS:   One Whitehall Street
           New York, New York  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 of "Current"
(as defined in Paragraph 1 of the attached NBAP Standard Terms and Conditions)
NBA players ("Player Attributes").  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 (i) the Marks of the Member Teams, the silhouetted dribbler
logo (the "NBA Logo"), the Marks of the NBA, 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 Player Attributes as NBAP may specifically approve on a case-by-
case basis from time-to-time) of Current NBA players (the "Licensed Attributes")
in accordance with the terms of Paragraph A below 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:
(1)  (i) For the 1st "Contract Year" (as defined in Paragraph 1 of the attached
     NBAP Standard Terms and Conditions):
     [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT]

B.   TERM:  [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT]

C.   TERRITORY:  [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT]



                                       -1-

<PAGE>

D.   ROYALTY RATES:  LICENSEE shall pay monthly to NBAP a royalty equal to the
     percentage of "Net Sales" (as defined in Paragraph 1 of the attached NBAP
     Standard Terms and Conditions) with respect to sales made in each of the
     regions set forth above as follows:

     [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT]

E.   MINIMUM GUARANTEES:  LICENSEE guarantees that its aggregate annual royalty
     payments to NBAP for each Contract Year for all Licensed Product shall not
     be less than the amount set forth opposite the below-indicated regions:

     [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT]

F.   ADVERTISING AND PROMOTION ("A&P"):  [INFORMATION SUBJECT TO REQUEST FOR
     CONFIDENTIAL TREATMENT]

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 Agreement shall cause significant
     harm to NBAP's efforts to effectively and efficiently distribute NBAP-
     licensed products.

H.   MEDIA SUPPORT:  [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT]

AGREED TO AND ACCEPTED, subject    AGREED TO AND ACCEPTED:
to and incorporating the           NBA PROPERTIES, INC.
attached NBAP Standard Terms       By: /s/ Harvey Benjamin
and Conditions which the               -------------------
undersigned has read:                  Harvey Benjamin
                                       Sr. Vice President,
                                        Business Affairs
THE TOPPS COMPANY, INC.
By: /s/ Scott Silverstein
    ---------------------
Title: Vice President              Dated:  2/25/95
       ------------------                 ---------

                                       -2-

<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 REQUEST FOR
          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


                                       -3-

<PAGE>

          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 the shipment of a series.
     (j)  "Set" means all the cards issued in all series of a particular product
          line.
     (k)  "Standard Size" means a card size of 2 1/2" x 3 1/2".

2.   ARENA ACCESS; EXPENSES
     (a)  [INFORMATION SUBJECT TO REQUEST FOR 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 photographers 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 REQUEST FOR 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.


                                       -4-

<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


                                       -5-

<PAGE>

          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.  [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL
          TREATMENT]

4.   SHARED PHOTO LICENSING REVENUES
     [INFORMATION SUBJECT TO REQUEST FOR 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 [INFORMATION
     SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT] 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 manufacturers, 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
          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 and A&P
          contribution required under Paragraphs F and H for the preceding
          month.  The minimum amount of each monthly royalty payment with


                                       -6-

<PAGE>

          respect to each region shall be the amount which, when added to
          payments of royalties previously made for the Contract Year with
          respect to such region, shall be equal to one-twelfth (8.34%) of the
          Minimum Guarantee for such region for such Contract Year required
          under Paragraph E above, multiplied by the number of calendar months
          then elapsed.  The minimum amount of each monthly advertising and
          promotion payment shall be the amount which, when added to the
          advertising and promotion payments previously made for the Contract
          Year, shall be equal to one-twelfth (8.34%) of the A&P contribution
          for such Contract Year required under Paragraphs F and H above,
          multiplied by the number of calendar months then elapsed (the minimum
          payments under this sentence and the preceding sentence collectively
          referred to as the "Monthly Minimum Payment").  Aggregate royalties
          and any advertising and promotion payments paid each Contract Year may
          exceed the Minimum Guarantee and the A&P contribution 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.  LICENSEE shall not deduct or withhold any
          amounts by reason of any tax (including any taxes imposed on NBAP);
          any applicable tax on the distribution and sale of the Licensed
          Products shall be borne, and paid directly, by LICENSEE.  In order to
          avoid the imposition of foreign withholding taxes on NBAP, 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 Chemical 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, by April 15 of each Contract
          Year, LICENSEE shall deliver a statement detailing LICENSEE's
          projections for sales of each Licensed Product for the following
          Contract


                                       -7-

<PAGE>

          Year, broken down on a quarterly basis.  If LICENSEE fails to comply
          with the reporting requirements contained in this Paragraph, NBAP may
          charge LICENSEE, as liquidated damages, two thousand U.S. dollars (USD
          2,000) for each instance of non-compliance with this Paragraph.
     (b)  No Cross Collateralization:  (i) Except as provided in
          sub-paragraph (b)(ii) below, (y) 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 held by LICENSEE).  If Minimum Guarantees are stated
          separately for different lines of Licensed Products, royalty payments
          resulting from Net Sales in one line of Licensed Product shall be
          applied only against the Minimum Guarantee for such line of Licensed
          Product.  (z) In the event of any shortfall with respect to the
          Minimum Guarantee for any line of Licensed Product for any Contract
          Year, NBAP shall waive its rights with respect to payment of the
          balance of such product line minimum provided LICENSEE's:
          (yy) aggregate royalty payment for such Contract Year exceeds the
          aggregate Minimum Guarantee for such Contract Year, and (zz) royalty
          payments with respect to the product line for which there has been a
          shortfall equals or exceeds seventy-five percent (75%) of the stated
          Minimum Guarantee for such product line.
          [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT]

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


                                       -8-

<PAGE>

     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
          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 necessary to assist NBAP in the protection of the
          rights of NBAP, the NBA and the Member Teams in and to the Licensed
          Marks.  NBAP shall reimburse LICENSEE for any reasonable out-of-pocket
          costs actually incurred by LICENSEE in providing such cooperation and
          assistance.  LICENSEE shall cooperate with NBAP in its enforcement
          efforts, including being named by NBAP as a complainant in any action
          against an infringer.  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


                                       -9-

<PAGE>

          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 trademarks or trade
          names, 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


                                      -10-

<PAGE>

          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 from 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 or
          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-,"
          "-Registered Trademark-," "-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 where the Licensed Products
          will be sold 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


                                      -11-

<PAGE>

          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 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 on individual cards, 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.  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


                                      -12-

<PAGE>

          whatsoever and shall place its trade names and trademarks on Licensed
          Products only as approved by NBAP.  NBAP hereby pre-approves the use
          of the trademarks and trade names of LICENSEE set forth in Paragraph
          A(1)(i) above and shall not unreasonably withhold approval as to
          additional trademarks or trade names 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 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, (ii) any defect
          (whether obvious or hidden and whether or not present in any sample
          approved by NBAP) in a Licensed Product or any packaging or other
          materials (including advertising materials), or arising from personal
          injury or any infringement of any rights of any other person or entity
          by the manufacture, sale, possession or use of Licensed Products or
          their failure to comply with applicable laws, regulations and
          standards or (iii) any claim (except as to those for which LICENSEE is
          entitled to indemnification by NBAP under sub-paragraph (b) below)
          that the use of any Commissioned Photo violates or infringes upon the
          copyright or other intellectual property rights of any third party, or
          (iv) any claim that the use of any design or other graphic component
          of any Licensed Product (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


                                      -13-

<PAGE>

          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 all 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 authorized by 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 violates or infringes upon the right of
          privacy or right of publicity 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


                                      -14-

<PAGE>

          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:
     [INFORMATION SUBJECT TO REQUEST FOR 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 charges 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 with
          the material terms of the aforementioned Paragraphs, within thirty
          (30) days after LICENSEE's receipt of notice of such breach, LICENSEE
          shall pay all royalties, Minimum Guarantees and advertising and
          promotion amounts due NBAP with respect to the Licensed Product for
          which rights have been revoked.  Such right(s) shall be without
          prejudice


                                      -15-

<PAGE>

          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 and the A&P Minimum.
     (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 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 Products 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


                                      -16-

<PAGE>

     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 forma 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).  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)  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 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


                                      -17-

<PAGE>

          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)  If LICENSEE desires to have a third party manufacture any Licensed
          Product, LICENSEE must first notify NBAP of the name and address of
          such third party and of the Licensed Product LICENSEE desires such
          third party to manufacture.  Attached as Schedule B is a true and
          complete list of all third party manufacturers currently authorized by
          NBAP.  NBAP shall have the right, in its sole discretion to withhold
          approval for such third party manufacture.  If NBAP grants approval
          for such third party manufacture, it may grant such approval pursuant
          to an agreement (on a form supplied by NBAP) to be entered into prior
          to such manufacture among NBAP, LICENSEE and such manufacturer which
          will, among other things, require that the third party manufacturer be
          subject to all of the terms and conditions of this Agreement.  If NBAP
          does not require the third party to enter into a separate agreement,
          LICENSEE must provide NBAP with a copy of its agreement with the third
          party, which agreement must provide that it is subject to this
          Agreement.  If any of LICENSEE's authorized manufacturers uses the
          Licensed Marks for any unauthorized purpose, LICENSEE shall be
          responsible for, and shall cooperate fully and use its best efforts in
          stopping, such unauthorized use.  Any change by LICENSEE from a third
          party manufacture previously approved by NBAP shall require approval
          in accordance with this Paragraph.
     (c)  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



                                      -18-

<PAGE>

          customer that it knows to be reselling the Licensed Product outside
          the Territory, LICENSEE shall pay all NBAP's 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)  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.  In the
          event that NBAP believes in good faith, based upon audit of LICENSEE's
          royalty statements and records and generally accepted accounting
          principles within the industry, that LICENSEE has employed selling or
          reporting methods designed to circumvent or reduce the royalty or
          other payment or reporting obligations contained in this Agreement,
          upon written notice LICENSEE shall, within ten (10) days, pay NBAP an
          amount equal to the difference between the amount paid to NBAP during
          the period such irregular reporting methods were used and the amount
          that should have been paid had the irregular reporting methods not
          been employed, plus interest at the highest prime rate (as announced
          by Chemical Bank, New York branch) announced during the period such
          irregular report methods were employed.
     (e)  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 and all
          applicable laws, governmental rules and regulations, court and
          administrative decrees and the highest standard of business ethics
          then prevailing in the industry.
     (f)  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.

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


                                      -19-

<PAGE>

          shipment tracking, identification and anti-counterfeiting systems and
          labels that NBAP may 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 Chemical
          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).  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


                                      -20-

<PAGE>

          banks or other financial lending institutions to whom it reports
          regularly.  At NBAP's request, LICENSEE shall reasonably cooperate
          with NBAP in developing an electronic data interchange, or developing
          such other system, that will facilitate NBAP's review of LICENSEE's
          graphic designs for Licensed Products.
     (b)  [INFORMATION SUBJECT TO REQUEST FOR 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)  Within nine (9) months from the date that this Agreement is executed
          on behalf of NBAP, LICENSEE shall not have begun the bona-fide
          production of each card line set forth in Paragraph A(1) above within
          and throughout the Territory in accordance with this Agreement.
     (b)  After two (2) delinquent payments during the Term, LICENSEE shall fail
          to timely remit a royalty payment 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.
     (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.


                                      -21-

<PAGE>

     [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT]

17.  DISPOSAL OF STOCK
     Within [INFORMATION SUBJECT TO REQUEST FOR 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 Licensed Product on hand.  LICENSEE shall be entitled to
     retain for its purposes up to one hundred (100) cases of Licensed Product
     each Contract Year.  Any Licensed Product returned after [INFORMATION
     SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT] months of its initial ship
     date shall be destroyed within ninety (90) days of receipt by LICENSEE.
     Upon request, LICENSEE shall provide NBAP with evidence of the destruction
     of such product or components.  Upon expiration or termination, any
     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.

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
     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


                                      -22-

<PAGE>

     by facsimile (with confirmation copy sent by regular mail) or express
     delivery properly addressed (with courtesy copy, attention:  General
     Counsel, and also 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 National Basketball Players Association, such player has no right
          to "opt-out" with respect to


                                      -23-

<PAGE>

          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 REQUEST FOR CONFIDENTIAL TREATMENT] days 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 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.  LOCKOUT
     [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT]


                                      -24-

<PAGE>

26.  MISCELLANEOUS
     (a)  Work Stoppage:  [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL
          TREATMENT]
     (b)  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.
     (c)  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.
     (d)  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 26(g) shall
          survive the expiration or termination of this Agreement.
     (e)  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 consents to the jurisdiction of
          such court and to the service of process by mail.


                                      -25-

<PAGE>

     (f)  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.
     (g)  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.
     (h)  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.

                                      # # #


                                      -26-

<PAGE>


                                   SCHEDULE A

                     U.S. & CANADIAN NBA MEDIA NBA & EVENTS

                         1ST CONTRACT  2ND CONTRACT  3RD CONTRACT
                             YEAR         YEAR           YEAR
                         ------------  ------------  ------------
[INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT]






*    The money to be expended with respect to Additional Programs, and dollars
     in excess of the annual minimum expenditures set forth in Paragraphs F and
     H above, may be spent on spokesmen fees paid to current NBA players,
     collateral material or other advertising or promotional activities directly
     related to LICENSEE's NBA card business.  NBA product may also be
     represented in a multi-league retail promotion (i.e., MLB, NBA, NFL and/or
     NHL), subject to NBAP's prior approval in each instance, and the NBA pro
     rata expenditure credited against LICENSEE's Additional Program obligation.
     On a quarterly basis, LICENSEE shall furnish NBAP with a written statement
     that sets forth the amount expended (and describing the activity) on the
     foregoing activities for the preceding quarter.


                                      -27-