EXHIBIT 10.2

                           WORLD WRESTLING FEDERATION
                       CONSUMER PRODUCTS LICENSE AGREEMENT

     THIS  WORLD  WRESTLING   FEDERATION  CONSUMER  PRODUCTS  LICENSE  AGREEMENT
("Agreement"),  entered into on this 13th day of October,  1998 and effective as
of January 1, 1999, by and between TITAN  SPORTS,  INC., a Delaware  corporation
with its  principal  office at Titan  Tower,  1241 East Main  Street,  Stamford,
Connecticut  06902  ("Titan"),  and Power Photo  Enterprises,  Inc.,  a Canadian
Corporation with its principal office at 181 Whitehall Drive,  Unit #1, Markham,
Ontario,  Canada L3R 4T1 (the "Licensee").  In consideration of the promises and
undertakings set forth below, and for other good and valuable consideration, the
receipt and  sufficiency  of which are hereby  established,  Titan and  Licensee
hereby agree as follows;

     1)   Definitions.  For purposes of this Agreement the following definitions
          shall apply:

                  a) The term "Advertising Materials" shall mean all advertising
         and  promotional  materials and all packaging,  wrapping,  and labeling
         materials for the Licensed Products (including,  by way of illustration
         but not  limitation,  catalogs,  trade  advertisements,  flyers,  sales
         sheets,  labels,  package  inserts,  hangtags,  and displays) which are
         produced by or for the Licensee and which make use of the  Intellectual
         Property.

                  b)      The term "Copyrights" shall mean all copyrights now or
         hereafter owned by Titan relating to the Events or the Talent.

                  c) The term  "Events"  shall mean the  professional  wrestling
         events produced,  promoted,  and performed by Titan,  whether live, via
         television,  or via any  other  method  of  dissemination  now known or
         hereinafter  discovered,  provided  however,  the term Events shall not
         include   any  comic,   cartoon,   or  animated   events,   characters,
         characterizations, designs or visual representations, including without
         limitation  comic books,  magazines or portions of magazines,  animated
         television  programs  or portions of  programs,  and comic,  cartoon or
         animated  internet  events,  even if such comic,  cartoon,  or animated
         events,    characters,    characterizations,    designs    or    visual
         representations  are  subsequently  produced,  promoted or performed by
         Titan otherwise.

                      d) The term "Intellectual  Property" shall mean the Rights
             of  Publicity,  the  Trademarks,  the  Copyrights,  and  all  other
             proprietary rights relating to the Talent and/or Events.

                      e)   (i) The term "Kiosks" shall mean the following items:

                    Automatic  photo  kiosks and  automatic  photo  booths which
                    include image package  software  containing the intellectual
                    Property,  each of which shall have specialized signs placed
                    on  the  booths  and/or  kiosks  depicting  World  Wrestling
                    Federation   logos,   sayings  and  trademarks   and/or  the
                    Intellectual  Property  defined  herein,  and as approved in
                    advance  bv  Titan.  Notwithstanding  the  kiosks  can  only
                    display  advertising or graphics  utilizing the Intellectual
                    Property if said kiosks actually sell the Licensed Products,
                    as defined herein.





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                         (ii) The term Licensed Products" shall mean:

                    the Kiosks,  photographs and other materials produced by the
                    operation of the Kiosks which shall contain  portions of the
                    Intellectual Property.

            f) The term "Retail  Sales  Price" shall mean the purchase  price of
  Licensed  Products sold directly to the ultimate consumer at retail outlets or
  through mail order, catalogs or any other forms of direct response.

            g)  The  term  "Rights  of  Publicity"  shall  mean  the likenesses,
physical characteristics, personalities, characters, and personas of the Talent.

            h) The term "Talent" shall mean all individuals who perform in or at
  the Events,  including,  but not limited to, the  professional  wrestlers  who
  perform in the Events.

            i)  The  term  "Territory"   shall  mean  the  United  States,   its
territories and possessions and Canada.

            j) The term "Trademarks"  shall mean all symbols,  designs,  styles,
emblems,  logos,  and marks used in connection  with the Events  and/or  Talent,
including, but not limited to, the name WORLD WRFSTLING FEDERATION, the WWF logo
or  logos,  the  mark  WORLD  WRESTLING  FFDERATION  SUPFRSTARS,  and the  names
nicknames  or other  distinctive  and  identifying  indicia of the  Talent,  but
excluding the initials WWF in block letters.

             k) The term "Owner"  shall  mean  the  purchasers  of  Kiosks  from
Licensee  who  shall  operate  the  Kiosks  and  sell the  Licensed  Products as
retailers.

          2)   Grant of License; Channels of Distribution Reserved to Titian.

           a) Grant of License. Titan grants to the Licensee, upon the terms and
conditions set forth in this  Agreement,  the exclusive right and license to use
the  Intellectual  Property in connection  with the  manufacture,  distribution,
sale, and advertising of the Licensed Products, in the Territory during the term
of this Agreement, as defined below, through all channels of distribution except
those reserved to Titan under subparagraph 2(b). The exclusive right and license
granted  hereunder  shall  pertain only to the items  specifically  set forth in
subparagraph 1(e) above entitled  "Licensed  Products".  Licensee shall not make
use of or authorize any use of this License or the Licensed Products outside the
Territory or distribute or sell the Licensed Products directly or through others
to  wholesalers  or  retailers  outside  the  Territory.   Licensee  is  further
prohibited from selling or transferring  the Licensed  Products in any manner to
any party or entity, within the Territory,  other than a wholesaler or retailer,
as those terms are customarily  understood,  or an Owner as defined herein.  For
the avoidance of doubt,  Licensee may not sell to any  who1esaler or retailer or
any other entity when Licensee  knows or has reason to believe that the Licensed
Products will be sold by street  vendors  and/or other similar  non-conventional
manners of distribution. Licensee shall also not manufacture, sell or distribute
the Licensed Products to any party or entity who changes, alters, or adds to the
Licensed  Products in any manner  whatsoever  and/or then resells or distributes
the Licensed Products to retailers,  wholesalers, vendors or the general public,
unless approved in advance in writing by Titan.  Notwithstanding anything to the
contrary  herein,  Licensee  shall have the  writing  by Titan.  Notwithstanding
anything to the contrary herein, Licensee shall have the right to sell


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and/or  distribute the Kiosks to Owners,  as defined  herein.  The right to sell
and/or  distribute  same is  conditioned  upon  Licensee  entering  into written
agreement with all Owners,  incorporating  similar provisions for the protection
of the  Intellectual  Property  and  Titan as set forth  herein or as  otherwise
directed by Titan.  Licensee  further agrees to furnish Titan within thirty (30)
days of their execution, copies of all agreements with such entities.

           b)       Titan's Channels of Distribution

                      i)       The rights granted to the Licensee by Titan under
subparagraph  2(a)  shall not  include  the  right to  distribute  the  Licensed
Products  through the following  Titan  channels of  distribution;  (i) sales at
World  Wrestling  Federation  Events;  (ii) World Wrestling  Federation  catalog
sales;  (iii) World  Wrestling  Federation  direct  mail  sales;  (iv) sales via
television  or other  electronic  media  now  known or  hereinafier  discovered,
relating to the World Wrestling  Federation,  and (v) World Wrestling Federation
vending machine sales.

                      ii)   During the term of this Agreement, as defined below,
Licensee,   its   distributors,    manufacturers,    vendors,    agents   and/or
representatives  agree not to sell,  distribute or otherwise  disseminate any of
the Licensed  Products within a five (5) mile radius of an Event.  The preceding
sentence  does not  include  retailers  and/or  wholesalers,  as those terms are
customarily  understood,  with permanent  pre-existing  store fronts within that
five (5) mile radius.  Licensee  agrees to enter into a written  agreement  with
every distributor,  manufacturer,  vendor, agent or other representative related
in any manner to the Licensed  Products  and as a condition  to this  Agreement,
incorporate  into such agreements the limitations  specifically set forth in the
preceding  sentence,  for the sole  benefit  and  protection  of Titan's  rights
hereunder.  Licensee  further agrees to furnish Titan within thirty (30) days of
their  execution,  copies of all agreements  with such entities.  The failure to
comply with any aspect of this  Paragraph  is a material  breach and Titan shall
have the right to immediately terminate this Agreement.

                      iii)   Licensee agrees to defend, indemnify and hold Titan
and its licensees, successors and assigns, parent corporation,  subsidiaries and
affiliates  and  its  and  their  respective  officers,  directors,   employees,
advertisers, insurers and representatives harmless from any and all liabilities,
claims,  suits,  judgments,  costs or  damages,  including  but not  limited  to
reasonable  attorneys  fees  including an  appropriate  allocation  for in house
counsel,  related in any manner to the seizure of Licensed  Products at an Event
within the five (5) mile radius specified  above.  This provision is in addition
to and in no way limits Section H in the Standard Terms and Conditions  attached
hereto.

         c) Minimum Product Development Requirement.  As a material condition to
this  Agreement,  Licensee shall,  at a minimum,  sell,  distribute or otherwise
disseminate the following  numbers of Licensed Product per each contract year of
the Agreement as defined below:


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               One Hundred (100)  Licensed  Products in the first (1st) contract
               year;

               Five Hundred  (500)  Licensed  Products in second (2nd)  contract
               year;

               One Thousand  (1,000)  Licensed  Products in third (3rd) contract
               year;

               One Thousand Five Hundred (1,500) Licensed Products in the fourth
               (4th) contract year; and

        Two Thousand (2,000) Licensed Products in the fifth (5th) contract year.
For the avoidance of doubt, each calendar year of the Agreement (i.e. January 1,
1999 to December  31, 1999,  January 1, 2000 to December  31, 2000,  etc.) shall
hereinafter be referred to as Contract Year.  Failure to meet the conditions set
forth in this provision may result in immediate termination of this Agreement by
Titan.

      3)    Period of Agreement. The period of this Agreement shall  commence on
January  1, 1999 and end on  December  31,  2003  (hereinafter  "Term"),  unless
terminated  earlier  pursuant to the terms hereof.  Thereafter,  if the Licensee
wishes to renew this  Agreement,  it shall provide written notice of such intent
to Titan no less than sixty (60) days prior to the  commencement  of the renewal
period in quesnon. In that event, provided the Licensee is not in default of any
term under this Agreement,  and further provided that Licensee has paid to Titan
all royalties  during the then current period,  Titan will discuss with Licensee
such  potential  renewal,  and the terms  thereof.  No  renewal  period  will be
effective  unless and until the parties reach a mutual  written  agreement as to
the  terms  applicable  to  such  renewal.  This  paragraph  is in no  way to be
construed  so as to  obligate  Titan to renew this  Agreement,  or to renew this
Agreement with any particular terms.

     4)   Royalties.  In  consideration  of  the rights granted to it under this
Agreement, the Licensee agrees to pay Titan the following royalties:

            a) Advance Royalties.  On execution of this Agreement,  the Licensee
agrees to pay to Titan the  following  non-refundable  Advance  Royalty  Amount,
which  shall be set off as a credit  against  the  royalties  due to Titan under
subparagraph 4(b):

                             Advance Royalty Amount

                     Five Thousand US Dollars (US $5,000.00)

If Titan has not received  the Advance  Royalty  Amount due on the  execution of
this Agreement  within  fifteen (15) days from the date of Titan's  execution of
this  Agreement,  Titan shall have the right to terminate this  Agreement,  with
immediate effect, by providing the Licensee with written notice of termination


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           b)  Percentage  Royalties.  Percentage royalties shall be computed as
follows;

                      i)       The Licensee shall pay Titan a percentage royalty
of Six  Percent  (6%) of the  Retail  Sales  Price on all sales of the  Licensed
Products, excluding the kiosks by the Licensee to its customers or distributors.
For greater  certainty,  the parties  hereto agree that there will be no royalty
payable on the sale or repurchase of any kiosk by the Licensee.

                      ii)      All royalty computations under this  subparagraph
4(b)  shall be made on the  basis  of the  Retail  Sales  Price  charged  by the
Licensee,  or, if the Licensee sells a Licensed Product to a subsidiary or other
party  controlled  by the  Licensee,  on the basis of the Retail Sales Price for
such Licensed Product charged by such subsidiary or controlled party on the sale
of the Licensed Product.

           c)     Guaranteed Royalties. If the total of alt royalties payable to
Titan  under  the  foregoing  subparagraphs  4(a)  and  4(b)  is less  than  the
Guaranteed  Royalty Amounts set forth below, the Licensee shall pay Titan, on or
before the dates stated in the payment schedule

below,  the difference  between the Guaranteed  Royalty Amounts and the total of
all royalties paid to Titan under subparagraphs 4(a) and 4(b):

                            GUARANTEED ROYALTY AMOUNT
                One Hundred Thousand US Dollars (US $100,000.00)

DUE DATE                                                     AMOUNT DUE
Upon execution of Agreement                                  US $5,000.00
April 30, 1999                                               US $5,000.00
July 31, 1999                                                US $5,000.00
October 31, 1999                                             US $5,000.00
January 31,2000                                              US $5,000.00
April 30, 2000                                               US $5,000.00
July 31,2000                                                 US $5,000.00
October 31 2000                                              US $5,000.00
January 31,2001                                              US $5,000.00
April 30,2001                                                US $5,000.00
July 31,2001                                                 US $5,000.00
October 31,2001                                              US $5,000.00
January 31,2002                                              US $5,000.00
April 30, 2002                                               US $5,000.00
July 31,2002                                                 US $5,000.00
October 31, 2002                                             US $5,000.00
January 31,2003                                              US $5,000.00
April 30, 2003                                               US $5,000.00
July 31,2003                                                 US $5,000.00
October 31,2003                                              US $5,000.00
TOTAL                                                      US $100,000.00




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      5) Non-Competition.  Licensee agrees,  represents and warrants that during
the  Term of this  Agreement  and for one (1)  year  after  the  termination  or
expiration  thereof,  it shall not produce any  products or provide any services
using the name and/or other  trademarks or service marks  associated  with World
Championship Wrestling,  New World Order or any subsidiary or affiliate thereof,
or for or on behalf of any other  wrestling  organization  owned by Time Warner,
Inc., Turner Broadcasting Systems, Inc. or any subsidiary or affiliate thereof.

         6) Marketing  Plans.  Within  ninety (90) days of the execution of this
Agreement,  and on or before each one (1) year  anniversary of the  commencement
date  of this  Agreement,  the  Licensee  shall  provide  Titan  with a  written
marketing plan with respect to the Licensed  Products.  Each such marketing plan
shall  include,  on a Licensed  Product-by-Licensed  Product  basis, a marketing
timetable, sales projections,  channels and methods of distribution,  nature and
amount of advertising and advertising  expenditures,  and any other  information
which Titan may ask the Licensee to include.  Each  marketing plan shall contain
specific  information  for the one (1) year period  immediately  succeeding  its
submission and general  estimates or projections  for subsequent  periods during
which this Agreement remains in effect.

          7)   Advertising Expenditures: Promotion of Events

         a)  Advertising  Expenditures.  Licensee shall be required to expend no
less  than two  percent  (2%) of the total  annual  revenues  from  sales of the
Licensed  Products to advertise  said Licensed  Products via  television,  print
media,  radio,  billboards  or  any  other  form  of  advertising  ("Advertising
Expenditures").  In  addition,  the Licensee is required to advertise at its own
cost, the Licensed  Products in the World  Wrestling  Federation  Magazine at no
less than two (2) times per year.  Licensee  shall  keep  accurate  account  and
copies of all documents and records  relating to said  Advertising  Expenditures
and shall be  required  to send in  quarterly  reports  simultaneously  with its
quarterly royalty statements describing the nature and amount of Advertising.

         b)  Promotion  of  Events.  Licensee  agrees  that it will  incorporate
information associated with the Events and/or Talent as directed by Titan on all
packaging, product inserts and wrapping materials for the Licensed Products.

      8)    Display of Official Tag.

         a)  Licensee  agrees  and shall  undertake  to attach to each  Licensed
Product and/or Kiosk an "Officially Licensed WWF Product" tag or label in a form
prescribed  and/or approved by Titan  ("Official  Tag").  In addition,  Licensee
shall cause its own name to appear on each Licensed Product and/or its Kiosks on
a tag or label in a form prescribed and/or approved by Titan.

         b)  Licensee  agrees  to  defend,  indemnify  and  hold  Titan  and its
licensees,   successors  and  assigns,  parent  corporation,   subsidiaries  and
affiliates  and  its  and  their  respective  officers,  directors,   employees,
advertisers,   insurers,   and   representatives   harmless  from  any  and  all
liabilities, claims, suits, costs, judgments, damages, including but not limited
to reasonable  attorney fees  including an  appropriate  allocation for in house
counsel,  related in any manner to the seizure of any of the  Licensed  Products
resulting from  Licensee's  failure to affix the Official Tag and/or  Licensee's
name  to any  Licensed  Product  or  Kiosks  pursuant  to this  paragraph.  This
provision is in addition to and in no way limits Section H in the Standard Terms
and Conditions attached hereto.

      9)     Licensee Acknowledgment.   The Licensee by executing this Agreement

acknowledges  that  it has  reviewed  and  understands  all  provisions  of this
Agreement, including the attached Standard Terms and Conditions.


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      10)    Standard Terms and Conditions.  This Agreement is subject to all of
the provisions of the Standard  Terms and  Conditions  which are attached to and
made a part of this Agreement by reference.

      11)  Attorney  Acknowledgment.  Each party has  reviewed the terms of this
Agreement with their respective  attorneys and, as a direct result thereof,  has
executed this Agreement with the consent and acknowledgment of their attorneys.

      12) Conflict.  In the event of a conflict  between this  Agreement and the
attached  Standard Terms and  Conditions,  the provision of this agreement shall
govern.



IN WITNESS WHEREOF,  the parties have executed this Agreement as of the date set
forth above.


                                   TITAN
                                  SPORTS, INC.
                                   (" Titan")

                                  By: /s/ Linda E. McMahon
                                   ------------------------
                                     Linda E. McMahon
                                     President and CEO

                                     Date:




                                   POWER PHOTO ENTERPRISES, INC.
                                   ("Licensee")


                                    By: Ron Thompson
                                        -------------------
                                    Its: President

                                    Date: Nov. 27th 1998





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                  WORLD WRESTLING FEDERATION LICENSE AGREEMENT
                          STANDARD TERMS AND CONDITIONS

          SECTION A.  QUALITY  CONTROLS  AND  APPROVAL  PROCEDURES  FOR LICENSED
     PRODUCTS AND ADVERTISING MATERIALS

                        A(1) Warranty of Quality. The Licensee warrants that the
           Licensed  Products will be of good quality in design,  material,  and
           workmanship  and  suitable  for  their  intended  purpose;   that  no
           injurious, deleterious, or toxic substances will be used in or on the
           Licensed  Products;  that the Licensed  Products  will not cause harm
           when used as instructed and with ordinary care for their


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           intended   purpose;   and  that  the   Licensed   Products   will  be
           manufactured,  sold; and  distributed in strict  compliance  with all
           applicable laws and regulations  Licensee agrees not to ship, sell or
           have  its  manufacturer(s)  ship or sell  any  Licensed  Products  or
           component pans of the Licensed  Products  containing the Intellectual
           Property  if they are  damaged,  defective,  irregular,  seconds,  or
           otherwise unacceptable to the Licensee and/or Titan.

                        A(2)    Approval  Procedures for  Licensed  Products and
           Advertising Materials Approval Standards: Time for Approval by Titan.

                             a)  General.  The  Licensee  shall  comply with all
           reasonable  procedures  which  Titan  may  from  time to  time  adopt
           regarding its approval of Licensed Products and Advertising Materials
           which the Licensee  proposes to manufacture,  sell, or use under this
           Agreement.  These  approval  procedures  shall be  implemented  using
           prescribed  forms to be supplied to the Licensee by Titan,  and shall
           incorporate the basic approval requirements and steps outlined in the
           following  sections.  The  Licensee  agrees to retain  all  materials
           relating to  approvals in its files while this  Agreement  remains in
           effect and for one year thereafter.

                             b) Approval of Licensed  Products.  With respect to
           each  different  Licensed  Product  which the  Licensee  proposes  to
           manufacture and sell under this Agreement,  the Licensee shall submit
           to Titan for its review and approval the  following  materials in the
           order stated:
                                      i)   a  generic  sample  of  the  type  of
          Licensed  Product  in  question  (that  is, a sample  of this  kind of
          merchandise  article  to  which  the  Licensee  proposes  to  add  the
          Intellectual  Property in producing the Licensed Product,  showing the
          general quality standard which will be met by the Licensed Product);

                                      ii) finished art for the Licensed Product,
          showing the exact use of the Intellectual Property on or in connection
          with the proposed  Licensed  Product;  iii) a preproduction  prototype
          sample of the Licensed Product, where appropriate,  or a preproduction
          final sample of the Licensed Product, showing in either case the exact
          form,  finish,  and  quality  the  Licensed  Product  will  have  when
          manufactured in production quantities; and

                                      iv)  forty-eight (48) identical production
          samples of the  Licensed  Product,  to be submitted  immediately  upon
          commencement of production.

                                      v)   The Licensee shall comply with all of
          the  foregoing  approval  steps for each Licensed  Product,  obtaining
          Titan's written approval at each step of the procedure unless by prior
          written  notice  from  Titan it is  exempted  from any such  step with
          respect to a specific  Licensed  Product.



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                    c) Approval of  Advertising  Materials. With respect to each
          different  item of  Advertising  Material  which the  Licensee (or any
          party  acting on its  behalf)  proposes  to produce and use under this
          Agreement,  the  Licensee  shall  submit to Titan for its  review  and
          approval the following materials, in the order stated;

                         i)   proposed  written copy for the item of Advertising
          Material,  with  attached  rough  art  showing  how  the  Intellectual
          Property will be used in connection with the copy;

                         ii) a final printed  sample of the item, where feasible
          (as, for example, in the case of labels, hangtags,  printed brochures,
          catalogs, and the like).


                     d)  Approval  Standards.  Titan  shall  have  the  right to
           disapprove  any  materials  submitted to it under Sections A(2)(b) or
           A(2)(c) if it determines, in its sole and unfettered discretion, that
           the  materials  in  question  would  impair  the  value and good will
           associated with the Talent,  Events or Titan's  licensing program for
           the Intellectual  Property, by reason of (i) their failure to satisfy
           the general  quality  standards  including those set forth in Section
           A(l); (ii) their use of artwork,  designs,  or concepts which fail to
           depict   accurately  the  Talent,   Events  and/or  the  Intellectual
           Property; (iii) their use of materials which are unethical,  immoral,
           or  offensive  to good  taste;  (iv) their  failure  to carry  proper
           copyright or trademark notices; (v) any other reasonable cause.

                             e) Time for Approval bv Titan.  Titan agrees to use
           reasonable  efforts to notify the Licensee in writing of its approval
           or  disapproval  of any  materials  submitted  to it  under  Sections
           A(2)(b) and  A(2)(c)  within  fifteen  (15)  business  days after its
           receipt  of  such  materials,   and  agrees,   in  the  case  of  its
           disapproval,  to notify the  Licensee  in writing of its  reasons for
           disapproval. In the event Titan fails to approve or disapprove of any
           materials submitted as provided for above within twenty (20) business
           days after Titan's receipt of such materials,  the materials shall be
           deemed disapproved.

                        A(3)  Maintenance  of  Quality  of  Licensed   Products:
           Inspection of Production Facilities.  The Licensee agrees to maintain
           the  quality  of  each  Licensed  Product   manufactured  under  this
           Agreement  up to  the  specifications,  quality,  and  finish  of the
           production  sample of such Licensed  Product  approved by Titan under
           Section A(2)(b), and agrees not to change the Licensed Product in any
           respect or to make any change in the artwork for the Licensed Product
           without  first  submitting  to Titan  samples  showing such  proposed
           changes and obtaining  Titan's written  approval of such samples,  in
           the manner,  order and form set forth in  subsections  A(2)(b) and/or
           A(2)(c).  From time to time after it has commenced  manufacturing the
           Licensed Products, the Licensee,  upon request, shall furnish free of
           charge to Titan a reasonable number of random  production  samples of
           any Licensed  Products  specified by Titan.  The Licensee  shall also
           furnish  to  Titan  upon  request  the  addresses  of the  production
           facilities  used  by the  Licensee  for  manufacturing  the  Licensed
           Products,   and   shall   make   arrangements   for   Titan   or  its
           representatives   to  inspect  such  production   facilities   during
           reasonable business hours



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                        A(4)  Miscellaneous.
                               a) Artwork for Licensed Products. If the Licensee
           requests Titan to furnish it with any  photographs or special artwork
           incorporating  the  Intellectual  Property,  the  Licensee  agrees to
           reimburse  Titan for its costs of  supplying  such  materials  to the
           Licensee.

                               b)  Translations,  All  translations  of  written
           material  used on or in  connection  with the  Licensed  Products  or
           Advertising  Materials  shall be  accurate,  and the  Licensee,  when
           submitting the Licensed  Products and the  Advertising  Materials for
           approval,  shall provide Titan with  translations of all such written
           materials in English.

                               c)  Use  of  Talent  in  Licensed   Products  and
           Advertising Materials.  With prior written consent of Titan, Licensee
           shall  be  allowed  to  use  any  Talent  for  purposes  of  explicit
           endorsement in any Licensed  Product or items as  contemplated by the
           definition of Intellectual Property set forth above.

                               d)  Transactions   with  Other   Licensees.   The
           Licensee shall not, without Titan's prior written  consent,  (i) sell
           or deliver to another Titan  licensee the films or other devices used
           by the  Licensee to produce the Licensed  Products;  or (ii) print or
           otherwise  produce  any items  using the  Intellectual  Property  for
           another Titan licensee.

                               e) Duplicate Films. If the Licensee in connection
           with the manufacture of the Licensed  Products develops film or other
           reproductive  media  incorporating  the  Intellectual  Property,  the
           Licensee,  when requested by Titan to do so, shall supply  duplicates
           of such  films  or  other  reproductive  media to Titan or any of its
           licensees, at cost of duplication plus ten percent (10%).

                               f) Titan's Right to Purchase  Licensed  Products.
           In addition to the random production samples of the Licensed Products
           to be supplied by the Licensee to Titan free of charge under  Section
           A(3),  Titan  shall be  entitled  at any time  while  this  Agreement
           remains in effect to purchase  from the  Licensee  (i) any  available
           quantity of the Licensed  Products as may be reasonably  available at
           the  Licensee's  best  wholesale  price  and  (ii)  in the  case of a
           manufacturer's closeout such inventory must first be offered to Titan
           at no more than 110% of the Licensee's cost of manufacture.



<PAGE>



                      SECTION B. EFFORTS TO SELL LICENSED PRODUCTS: RESTRICTIONS
           ON SALE

                      B(1)  Manufacture  and  Sale  of  Licensed  Products.  The
          Licensee agrees to manufacture the Licensed Products at the Licensee's
          own  expense  in  sufficient   quantities   to  meet  the   reasonably
          anticipated  demand.  The Licensee also agrees to exercise  reasonable
          efforts to  advertise  and  promote the  Licensed  Products at its own
          expense and to use its best efforts to sell the  Licensed  Products in
          the Territory.

                      B(2) Good Faith Effort to Exploit Rights.  If within three
           (3) months of the  execution  of this  Agreement,  the  Licensee  has
           failed to take any good faith steps to exploit the rights  granted to
           it (for example,  by seeking to obtain Titan's approval of a proposed
           Licensed  Product,  or commencing to manufacture and sell an approved
           Licensed  Product),  Titan  shall  have the right to  terminate  this
           Agreement  immediately by giving written notice of termination to the
           Licensee.  If  within  three  (3)  months  of the  execution  of this
           Agreement,  the Licensee has failed to submit to Titan a prototype of
           a  particular  Licensed  Product,  such  Licensed  Product  shall  be
           automatically  deleted from the  definition  of  "Licensed  Products"
           under  subparagraph  1(e) of this  Agreement,  and all rights to such
           Licensed Product shall revert to Titan.

                    B(3) Titan's Right to Eliminate  Country from Territory.  If
           at any time during the Term of this  Agreement,  the  Licensee is not
           making  regular  sales of more  than a  nominal  nature of any of the
           Licensed Products in a country within the Territory, Titan shall have
           the  right,  upon  thirty  (30)  days  prior  written  notice  to the
           Licensee,  to  terminate  the  Licensee's  rights  for  all  Licensed
           Products for such country.

                    B(4)  Titan's  Right  to  Terminate   License  for  Specific
           Licensed  Product.  If at any time during the Term of this Agreement,
           the  Licensee  is not  making  regular  sales of more  than a nominal
           nature of a  particular  Licensed  Product  in a country  within  the
           Territory,  Titan  shall have the right,  upon thirty (30) days prior
           written notice to the Licensee,  to terminate the  Licensee's  rights
           for such Licensed Product for such country.  In order to assist Titan
           in reviewing its marketing activities, the Licensee agrees to furnish
           Titan  within  twenty  (20) days upon  request  complete  information
           evidencing on a  country-by-country  basis the Licensee's  efforts to
           market the Licensed Products in such countries.

                    B(5) Restrictions on Sale of Licensed  Products,  Subject to
           the  applicable   provisions  of  this  Agreement  including  without
           limitation Paragraphs 2(b)(ii) and Paragraph 8, the Licensed Products
           shall be sold to the public  only in the manner in which  merchandise
           articles of the same general description are customarily merchandised
           to the  public.  The  Licensee  shall  not use or sell  the  Licensed
           Product as premiums,  or distribute the Licensed  Products to parties
           which the  Licensee  has reason to believe  intend to use or sell the
           Licensed  Products as premiums.  Use or sale of the Licensed Products
           as "premiums,"  for purposes of the forgoing  provisions,  shall mean
           use or sale of the Licensed Products in connection with the following
           kinds of promotional  activities:  self- liquidator  programs;  joint
           merchandising  programs;  giveaways;  sales incentive programs;  door
           openers;  traffic  builders;  and  any  other  kinds  of  promotional
           programs  designed  to promote the sale of the  Licensed  Products or
           other goods or services or the Licensee or a third party.

                    SECTION C. ROYALTIES; STATEMENTS

                    C(1)  Computation  of Royalties.  All royalties due to Titan
           shall accrue upon the sale of the Licensed  Products,  regardless  of
           the  time  of  collection  by the  Licensee.  For  purposes  of  this
           Agreement,  a Licensed  Product shall be considered  "sold" as of the
           date on which such Licensed Product is billed, invoiced,  shipped, or
           paid for, whichever event occurs first. If any Licensed Products are


<PAGE>



           consigned to a  distributor  by the Licensee,  the Licensed  Products
           shall be  considered  "sold" by the  Licensee  upon the date on which
           such distributor bills, invoices,  ships, or receives payment for any
           of the Licensed Products, whichever event occurs first.

                    C(2) Time of Payment.  All royalty payments shall be made in
           accordance  with the payment  schedule set forth in Paragraph 4(c) of
           this  Agreement.  All royalty amounts in this Agreement are stated in
           U.S. Dollars, and all royalty payments shall be made in U.S. Dollars.
           All royalty statements required to be submitted by the Licensee shall
           accompany  the royalty  payments  made to Titan.  The failure to make
           royalty  payments  when  due  is a  material  breach  and  cause  for
           immediate  termination  of this  Agreement  if not  received by Titan
           within ten (10) days of written notice of default sent to Licensee by
           Titan.

                    C(3) Titan  Approval of  Discounted  Sales.  If the Licensee
           proposes to sell any  Licensed  Product at a price which is less than
           ten percent  (10%) above the  Licensee's  manufactured  cost for such
           Licensed  Products,  Titan shall have a right of prior  approval over
           the terms of such sale and the  percentage  royalty  to be payable by
           the Licensee under paragraph 4 with respect to such sale.

                    C(4)  Deductions: Taxes.

           a) There shall be no deduction  from the royalties  owed to Titan for
           uncollectible  accounts,  or for taxes, fees,  assessments,  or other
           expenses of any kind which may be incurred or paid by the Licensee in
           connection with: (i) royalty payments to Titan; (ii) the manufacture,
           sale,  distribution,  or advertising of the Licensed  Products in the
           Territory;  or  (iii)  the  transfer  of funds  or  royalties  or the
           conversion  of any  currency  into  U.S.  Dollars.  It  shall  be the
           Licensee's sole  responsibility at its expense to obtain the approval
           of any foreign authorities; to take whatever steps may be required to
           effect the payment of funds from abroad; to minimize or eliminate the
           incidence  of  foreign  taxes,  fees,  or  assessments  which  may be
           imposed; to protect its investments in foreign territories; to enable
           it to commence or continue doing  business in any foreign  territory;
           and to comply in any and all respects  with all  applicable  laws and
           regulations.

           b)  Notwithstanding  the provisions of the preceding Section C(4)(a),
           if (i) any  country  imposes a  withholding  tax  against  Titan,  as
           licensor,  with  respect  to the  royalties  payable  to Titan by the
           Licensee on sales of the Licensed Products in such country, (ii) such
           tax is paid by the Licensee on behalf of Titan, and (iii) such tax is
           an income tax as to which a foreign tax credit is  allowable to Titan
           under  Section 901 of the Internal  Revenue Code of 1986, as amended,
           the Licensee may deduct the amount of such  withholding  tax from the
           royalties owing to Titan on the condition that the Licensee furnishes
           to Titan such information as Titan requires to evidence Titan's right
           to credit  such  withholding  tax  against  its  federal  income  tax
           liability in the United States.

                    C(5)  Royalty  Statements.  The  Licensee  shall  furnish to
          Titan,  within  thirty  (30) days  after  the  close of each  calendar
          quarter,  along  with any  royalty  payments  then due,  a good  faith
          estimate  showing an estimated number of each type of Licensed Product
          sold during the calendar  quarter in  question,  the  projected  sales
          revenues  for  each  such  Licensed   Product,   an  estimate  of  all
          deductions,  if any, the Retail Sales Price for each Licensed  Product
          sold,  the  amount of  estimated  royalties  due with  respect to such
          sales,  and the  quantities  of each  Licensed  Product on hand and in
          transit  as of the end of  such  quarter,  together  with  such  other
          pertinent  information  as Titan may  reasonably  request from time to
          time ("Good Faith Estimate"). The Licensee's royalty accountings shall
          identify with  specificity the types of Intellectual  Property used on
          or in  connection  with each  Licensed  Product  sold,  including  the
          identities  of all Talent  appearing on each Licensed  Product.  There
          shall be a breakdown of sales of Licensed Products by country, and all
          figures and monetary  amounts shall first be stated in the currency in
          which the sales were actually made. If several currencies are involved
          in any reporting category,  that category shall be broken down by each
          such  currency.  Next to each  currency  amount shall be set forth the
          equivalent  amount  stated in U.S.  Dollars,  and the rate of exchange
          used in  making  the  required  conversion  calculation.  The  rate of
          exchange shall be the actual rate of exchange obtained by the Licensee
          on the date of payment.  Notwithstanding  any of the foregoing,  after
          receipt of the Good Faith Estimate by Titan,  Licensee  Licensee shall
          have until  thirty (30) days after the close of the next,  consecutive
          calendar  quarter  during the Term to submit a complete  and  accurate
          royalty  statement  ("Accurate  Statement"')  to Titan  along with any
          additional  royalties  then  due as a  result  of  any  reconciliation
          between the


<PAGE>



           Good Faith Estimate and the Accurate Statement relative thereto.  The
           accurate  statement  shall be duly  certified  by an  officer  of the
           Licensee to be true and accurate,  showing the number of each type of
           Licensed  Products sold during the calendar quarter in question,  the
           total  gross  sales  revenues  for each  such  Licensed  Product,  an
           itemization  of all  allowable  deductions,  if any, the Retail Sales
           Price for each  Licensed  Product  sold,  the amount of royalties due
           with  respect  to such  sales,  and the  qualities  of each  Licensed
           Product  in  hand  and in  transit  as of the  end of  such  quarter,
           together  with  such  other   pertinent   information  as  Titan  may
           reasonably request from time to time. Licensee  acknowledges that the
           royalty  accounting  system  set forth  herein  is at their  specific
           request. At any time, in Titan's sole discretion, should Titan desire
           to change this provision back to Titan's normal accounting practices,
           similar to the Accurate  Statement,  as defined  above,  said changes
           shall be made immediately, unless otherwise agreed to by the parties.

                    C(6) Royalty Adjustments. The receipt or acceptance by Titan
           of any royalty statements  furnished  pursuant to this Agreement,  or
           the receipt or acceptance  of any royalty  payments  made,  shall not
           preclude  Titan from  questioning  their accuracy at any time. If any
           inconsistencies  or mistakes are  discovered  in such  statements  or
           payments,  appropriate  adjustments  shall be made immediately by the
           parties.  The  Licensee  shall pay Titan  interest on a late  royalty
           payment at one and  one-half  percent (1 1/2%) per month or  eighteen
           percent (18%) per annum.

                    SECTION D.     BOOKS OF ACCOUNT AND OTHER RECORDS; AUDITS

                    D( 1) Retention of Records.  while this Agreement remains in
           effect and for two years thereafter, the Licensee shall keep full and
           accurate  books of  account  and  copies of all  documents  and other
           material  relating  to this  Agreement  at the  Licensee's  principal
           office.  Titan,  by its duly authorized  agents and  representatives,
           shall  have the  right to audit  such  books,  documents,  and  other
           material,  shall have access thereto during ordinary  business hours,
           and shall be at liberty to make copies of such books, documents,  and
           other  material.  At Titan's  request,  the Licensee shall provide an
           authorized  employee to assist in the  examination  of the Licensee's
           records.  The  breach of any aspect of this  section  shall be and is
           cause for immediate termination of this Agreement.

                    D(2) Audits by Titan.  If any audit of the Licensee's  books
           and records  reveals that the Licensee has failed properly to account
           for and  pay  royalties  owning  to  Titan,  and  the  amount  of any
           royalties  which the Licensee has failed  properly to account for and
           pay for any quarterly accounting period exceeds, by five percent (5%)
           or more, the royalties  actually  accounted for and paid to Titan for
           such period,  then Licensee  shall,  in addition to paying Titan such
           past due  royalties,  reimburse  Titan for its direct  out-of- pocket
           expenses incurred in conducting such audit, together with interest on
           the overdue  royalty amount at one and one-half  percent (1 1/2%) per
           month or  eighteen  percent  (18%)  per annum on which  such  overdue
           royalty amount should have been paid to Titan.  Additionally,  at its
           option,  Titan  shall  have the  right to  terminate  this  Agreement
           immediately

                    D(3) Rights  Reserved by Titan.  The  exercise by Titan,  in
           whole  or in part or at any  time or  times,  of the  right  to audit
           records  and  accounts  or of any other right  herein  granted  under
           Section D, the  acceptance by Titan of any statement or statements or
           the receipt and  deposit by Titan of any  payments  tendered by or on
           behalf  of  Licensee  shall be  without  prejudice  to any  rights or
           remedies of Titan, whether at law, equity or otherwise, and shall not
           estop or prevent Titan from thereafter  disputing the accuracy of any
           such statement or payment.

                    SECTION E.     TRADEMARK PROTECTION

                    E(l) Trademark Uses Inure to Titan's Benefit.  All trademark
           uses  of  the  Trademarks  and  other  Intellectual  Property  by the
           Licensee  shall  inure to the  benefit of Titan,  which shall own all
           trademarks and trademark rights created by such uses of the


<PAGE>



           Trademarks  and  other  Intellectual  Property,   together  with  the
           goodwill of the business in connection with which such trademarks are
           used.

                    E(2)  Trademark  Registrations.  Titan shall have the right,
           but  not  the  obligation,  to file  in the  appropriate  offices  of
           countries  of  the   Territory,   at  its  own   expense,   trademark
           applications  relating to the use or proposed  use by the Licensee of
           any  of  the  Trademarks  and  any  other  Intellectual  Property  in
           connection with the Licensed Products. Any and all such filings shall
           be made in the name of Titan.

                    E(3) Records  Relative to Trademark Uses. The Licensee shall
           keep appropriate  records (including copies of pertinent invoices and
           correspondence)  relating to the dates each of the Licensed  Products
           is first placed on sale or sold in each country of the Territory, and
           the dates of first use in each country of each  different  element of
           the  Intellectual  Property on the Licensed  Products and Advertising
           Materials.  If  requested to do so by Titan,  the Licensee  agrees to
           supply  Titan with  samples of the  trademark  usage in question  and
           other  information  which will enable  Titan to  complete  and obtain
           trademark applications or registrations, or to evaluate or oppose any
           trademark applications, registrations, or uses of other parties.

                    E(4)  Registered  User  Laws.  As to those  countries  which
           require applications to register the Licensee as a registered user of
           a  Trademark  or  Trademarks  or other  element  of the  Intellectual
           Property used on or in connection with the Licensed Products or which
           require the  recordation of this  Agreement,  the Licensee  agrees to
           execute and deliver to Titan such  documents as may be necessary  and
           as are Airnished by Titan for such purposes.

                    E(5) Trademark  Notices. The Licensee  agrees to affix or to
           cause  its authorized  manufacturing sources to affix to the Licensed
           Products and  to the Advertising  Materials such trademark notices as
           may be supplied by Titan.

                    E(6) No Use of Initials  WWF.  The  Licensee  agrees that it
           will not use the  initials WWF in block  letters on or in  connection
           with any Advertising Materials or Licensed Products.

                    SECTION F.     COPYRIGHT PROVISIONS

                    F(1) Copyright  Notices.  The  authorization of Titan to the
           Licensee to make public  distribution  of the  Licensed  Products and
           Advertising  Materials is expressly  conditioned  upon the  following
           agreement  of the  Licensee.  The  Licensee  agrees  to  place on all
           Licensed  Products and on all  Advertising  Materials  the  copyright
           notice or notices in the name of Titan,  as  specified  in writing by
           Titan.


           F(2) Assignment by Licensee The Licensee hereby sells,  assigns,  and
           transfers to Titan its entire; worldwide right, title and interest in
           and to all "new works" or "derivative  works" heretofore or hereafter
           created using the Intellectual Property,  including,  but not limited
           to, the copyrights  thereon.  If parties who are not employees of the
           Licensee   living  in  the  United  States  make  or  have  made  any
           contribution to the creation of a "new work" or "derivative  work" so
           that such parties  might be deemed to be "authors" of such "new work"
           or "derivative work" as that term is used in present or future United
           States  copyright  statutes,  or other  such  applicable  laws,  then
           Licensee  agrees to obtain  from such  parties a full  assignment  of
           rights so that the  foregoing  assignment  by the  Licensee  vests in
           Titan full rights in the "new work" or "derivative  work" free of any
           claims, interests, or rights of other parties The licensee agrees not
           to  permit  any of its  employees  to obtain  or  reserve  by oral or
           written  employment  agreements  any rights as  "authors" of any such
           "new works" or "derivative  works". At Titan's request,  the Licensee
           agrees to furnish Titan with full information concerning the creation
           of  any  "new  works"  or  "derivative  works"  and  with  copies  of
           assignments of rights obtained from other parties.




<PAGE>



                    SECTION G.     REPRESENTATIONS AND WARRANTIES

                    G(1)  Titan's  Representation  and  Warranty.  Titan  hereby
           represents and warrants that it is a corporation  duly  incorporated,
           validly  existing  and  in  good  standing  under  the  laws  of  the
           jurisdiction in which it is incorporated; that it has the full right,
           power, legal capacity and authority to enter into this Agreement,  to
           carry out the terms  hereof  and to grant  Licensee  the  rights  and
           privileges granted hereunder. Titan also represents and warrants that
           Titan  is the sole  owner  of the  Intellectual  Property  and  other
           exploitation  rights  granted in this  Agreement and that such rights
           shall be unencumbered,  unpledged,  unattached and neither agreements
           nor  unilateral  claims  exist which might  affect a control over the
           fights   sold  and  granted  to   Licensee   under  this   Agreement.
           Furthermore,  Titan  warrants that the rights granted herein will not
           violate  or  infringe  upon the  rights of any third  persons  and/or
           parties.

                    G(2) Licensee's Warranty and Representation. Licensee hereby
           represents and warrants that it is a corporation  duly  incorporated,
           validly existing and in good standing of the laws of the jurisdiction
           in which it was incorporated;  that it has full right,  power,  legal
           capacity and authority to enter into this  Agreement and to carry out
           the terms hereof.  Licensee  hereby  agrees that its  representation,
           warranties  and  agreements  are of the essence to this Agreement and
           shall survive the expiration of the Term.

                    SECTION H.     INDEMNIFICATION; PRODUCT LIABILITY INSURANCE

               H(1) Licensee's Indemnification. The Licensee agrees to indemnify
          and hold  Titan and its  licensees,  successors  and  assigns,  parent
          corporation,  subsidiaries and affiliates and its and their respective
          officers,   directors,   employees,    advertisers,    insurers,   and
          representatives harmless from any and all claims, suits,  liabilities,
          judgments,  penalties,  losses, costs, damages, and expenses resulting
          therefrom,  including  but not limited to reasonable  attorneys'  fees
          including an appropriate allocation for in-house counsel, arising from
          or by  reason  of or in  connection  with  (i) any  unauthorized  use,
          infringement or alleged  infringement of any trademark,  service mark,
          copyright,  patent, process, method or devise exploited by Licensee in
          connection with the Licensed Products covered by this Agreement;  (ii)
          defects, alleged defects and/or deficiencies in said Licensed Products
          or  the   use   thereof,   or  for   false   advertising,   fraud   or
          misrepresentations  or other claims related to the Licensed  Products,
          not involving a claim of right to the Intellectual Property, (iii) the
          unauthorized use of the Intellectual Property by Licensee,  (iv) libel
          or slander against, or invasion of the right of privacy,  publicity or
          property of, or in violation or misappropriation of any other right of
          any third party,  (v) any  agreements  or alleged  agreements  made or
          entered  into by or with  Licensee  to  effectuate  the  terms of this
          Agreement,   including   but  not   limited   to,   the   manufacture,
          distribution,  exploitation,  advertising, sale or use of the Licensed
          Products by any of foregoing, (vi) any breaches or alleged breaches of
          the terms,  representations and warranties under this Agreement by the
          Licensee, its subsidiaries,  manufacturers,  distributors, advertisers
          or other persons,  employees or agents of any of the foregoing  and/or
          (vii)  any  other  act  under or in  violation  of this  Agreement  by
          Licensee, its subsidiaries,  manufacturers,  distributors, advertisers
          or other persons, employee or agents of any of the foregoing.

               H(2) Titan's Indemnification.  Titan agrees to indemnify and hold
          the Licensee  harmless  from any and all claims,  suits,  liabilities,
          judgments,  penalties,  tosses, costs, damages, and expenses resulting
          therefrom,  including  reasonable  attorneys'  fee (but excluding lost
          profits) made by third parties  against the Licensee based solely on a
          claim of right in one or more elements of the Intellectual Property.

               H(3) Claims Procedures. With respect to any claims falling within
          the scope of the  foregoing  indemnification:  (a) each  party  agrees
          promptly to notify the other of and keep the other fully  advised with
          respect  to such  claims  and the  progress  of any suits in which the
          other party is not participating;  (b) each party shall have the right
          to assume, at its sole expense, the defense of a claim or suit made or
          filed against the other party;  (c) each party shall have the right to
          participate,  at its sole expense,  in any suit instituted  against it
          and/or to approve any attorneys  selected by the other party to defend
          it, which approval shall not be unreasonably  withheld or delayed; and
          (d) a party  assuming the defense of a claim or suit against the other
          party  shall not settle such claim or suit  without the prior  written
          approval of the other party,  which approval shall not be unreasonably
          withheld or delayed.

               H(4) Product Liability  Insurance.  The Licensee agrees to obtain
          and maintain  during the Term of this  Agreement,  at its own expense,
          product liability  insurance from an insurance  company  acceptable to
          Titan providing protection (at a minimum, in the amount of Two Million
          US Dollars (US $2,000,000) per occurrence, Four Million US Dollars (US
          $4,000,000) annual aggregate) applicable to any


<PAGE>

          claims,  liabilities,  damages, costs, or expenses,  including but not
          limited to  attorneys'  fees  including  an  allocation  for  in-house
          counsel,  arising out of any defects,  alleged defects or deficiencies
          in the Licensed  Products.  Such insurance  shall include  coverage of
          Titan,  its  directors,   officers,   agents,   employees,   insurers,
          advertisers, assignees, and successors. Such insurance shall remain in
          full force and effect at all times during the Term and for a period of
          two (2) years  thereafter  Within thirty (30) days after  execution of
          this  Agreement  by Titan and  again  within  thirty  (30) days of the
          policy's renewal date, the Licensee shall cause the insurance  company
          issuing  such policy to issue a duplicate  original  certificate  with
          raised seal to Titan naming Titan as an  additional  insured  together
          with evidence of payment in full for the policy,  confirming that such
          policy has been  issued  and is in full force and effect and  provides
          coverage for Titan as required by this Section  H(4).  Said  insurance
          policy shall also contain an endorsement  that the insurance  coverage
          shall not be reduced,  modified or cancelled  without Licensee and the
          insurance  company  providing thirty (30) days prior written notice to
          Titan. In the event that the Licensee's  product  liability  insurance
          lapses,  or if at any  time  Titan  is not  covered  by  insurance  in
          accordance with provisions set forth herein, or if any other provision
          of this section is breached, Titan shall have the right to immediately
          terminate this Agreement.

                    SECTION I     RESERVATION OF RIGHTS

                         I(1)  Reservation  of Rights.  All rights in and to the
           Intellectual  Property  (including  premium  rights  in the  Licensed
           Products)  are  retained  by Titan  for its own use,  except  for the
           specific  rights  which  are  granted  to  the  Licensee  under  this
           Agreement.  Licensee  shall not acquire any rights  whatsoever in the
           Intellectual Property as a result of its use hereunder and all use of
           the  Intellectual  Property  will  inure to  Titan's  benefit,  Titan
           reserves the right to use, and to license  other  parties to use, the
           Intellectual  Property within the Territory for any purpose Titan may
           determine.

                    SECTION J.     INFRINGEMENTS: CLAIMS

                    J(1)  Representations  and Warranties by Licensee.  Licensee
           represents  and  warrants  to Titan  that all  designs  and  products
           submitted for approval (other than the Intellectual Property) are not
           subject  to  any  valid   patent,   copyright,   trademark  or  other
           proprietary  rights of any third  party It is  understood  and agreed
           that  Titan  shall not be liable  as a result  of the  activities  of
           Licensee   under  this   Agreement   for   infringement   or  alleged
           infringement of any patent, copyright, trademark or other proprietary
           rights belonging to any third party, or for damages or costs involved
           in  any   proceeding   based  upon  such   infringement   or  alleged
           infringement,  or for any royalty or obligation  incurred by Licensee
           because of any  patent,  copyright,  trademark  or other  proprietary
           interest held by a third party, other than claims based solely upon a
           right to or in one or more elements of the Intellectual Property.

                    J(2) Infringements. When the Licensee learns that a party is
           making unauthorized uses of the Intellectual  Property,  the Licensee
           agrees promptly to give Titan written notice giving full  information
           with respect to the actions of such party. The Licensee agrees not to
           make any demands or claims,  bring suit,  effect any settlements,  or
           take any other action  against such party  without the prior  written
           consent of Titan The Licensee  agrees to cooperate with Titan,  at no
           out-of-pocket  expense to the Licensee, in connection with any action
           taken by Titan to terminate infringements.

                    J(3) Claims.  If claims or suits are made  against  Titan or
           the Licensee by a party  asserting  the ownership of rights in a name
           or design  which is the same as or similar to one of the  elements of
           the Intellectual  Property,  and asserting  further that the use of a
           particular  element  of the  Intellectual  Property  by the  Licensee
           infringes  the rights of such  party,  or if the  parties  learn that
           another party has or claims rights in a trademark, name, design which
           would or might conflict with the proposed or actual use of an element
           of the Intellectual Property by the Licensee,  Titan and the Licensee
           agrees in any such case to  consult  with  each  other on a  suitable
           course of  action.  In no event  shall the  Licensee  have the right,
           without  the prior  'written  consent of Titan,  to  acknowledge  the
           validity of the claim of such party, to obtain or seek a license from
           such  party,  or to take any other  action  which  might  impair  the
           ability  of  Titan to  contest  the  claim of such  party if Titan so
           elects.  The Licensee  agrees at the request of Titan to make any and
           all reasonable modifications requested by Titan in the Licensee's use
           of the  element  of  the  Intellectual  Property  in  question  or to
           discontinue use of


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           such  element in the  country of the  territory  in  question  on the
           particular  Licensed Product or Licensed Products which are involved,
           if Titan, in its sole discretion,  reasonably  exercised,  determines
           that such action is  necessary  or  desirable  to resolve or settle a
           claim or suit or eliminate or reduce the threat of a claim or suit by
           such party.  Titan shall have the right to  participate  fully at its
           own  expense in the defense of any claim or suit  instituted  against
           the Licensee with respect to the use by the Licensee of an element of
           the Intellectual Property.

                         SECTION K.   NO SUBLICENSING OF RIGHTS: AGREEMENTS WITH
           MANUFACTURERS

                         K(I)  Sublicensing.  The  Licensee  shall  not have the
           right to  sublicense  any of the  rights  granted  to it  under  this
           Agreement.

                         K(2)  Agreements with  Manufacturers.  With the advance
           written approval of Titan, Licensee may arrange with another party to
           manufacture  the  Licensed  Products or  components  of the  Licensed
           Products for exclusive sale, use and distribution by the Licensee. In
           that instance, Licensee agrees to enter into a written agreement with
           all such  manufacturers,  and agrees to incorporate into such written
           agreements all of the provisions, for the protection of the rights of
           Titan,  which are contained in the form manufacturer  agreement which
           is  available  from Titan.  The  Licensee  further  agrees to furnish
           Titan,  within  thirty  (30) days of their  execution,  copies of all
           agreements  with such  manufacturers.  The failure to comply with any
           aspect of this section is a material  breach and Titan shall have the
           right to immediately terminate this Agreement

                    K(3)  Enforcement of Manufacturer  Agreements.  The Licensee
           agrees  strictly  to enforce  against  its  manufacturers  all of the
           provisions  which are required to be included in such  agreements for
           the protection of Titan, as provided in Section K(2), to advise Titan
           of any violations thereof by manufacturers, and of corrective actions
           taken by the Licensee and the results thereof;  and at the request of
           Titan to terminate  such an  agreement  with any  manufacturer  which
           violates any such provisions; all for the protection of Titan. If the
           Licensee fails to exercise such termination  rights by giving written
           notice  to the  manufacturer  within  twenty  (20) days  after  being
           requested to do so in writing by Titan,  the Licensee  appoints Titan
           its irrevocable  attorney-in-fact  to send a notice of termination in
           the name of the  Licensee  to the  manufacturer  for the  purpose  of
           terminating  the agreement or any specific  rights of the party under
           such agreement.

                    SECTION L.  BREACH AND TERMINATION

                    L(l)  Immediate  Right of  Termination.  In  addition to the
           termination  rights stated  elsewhere in the  Agreement,  Titan shall
           have the right to  terminate  this  Agreement  immediately  by giving
           written notice to the Licensee, in any of the following situations:

                                  a)  If  the  Licensee makes, sells, offers for
          sale,  or  distributes  or uses any  Licensed  Product or  Advertising
          Material  without  having  the prior  written  approval  of Titan,  as
          required by Section A, or makes any use of the  Intellectual  Property
          not authorized under this Agreement.

                                  b)   If the Licensee fails to make any Advance
          Royalty  Amount  payment or Guaranteed  Royalty  Amount payment by the
          date such payment is required  under the provisions of paragraph 4, or
          if the Licensee  fails to submit  royalty  statements  and/or  royalty
          payments to Titan during the time period specified in Section C(2).



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                                  c) If  the  Licensee  becomes  subject  to any
          voluntary or involuntary  order of any  governmental  agency involving
          the recall of any of the Licensed Products because of safety,  health,
          or other hazards or risks to the public.

                                  d) If, other  than under Title 11of the United
          States  Code,  the  Licensee  becomes  subject  to  any  voluntary  or
          involuntary insolvency,  cession,  bankruptcy, or similar proceedings,
          or an assignment for the benefit of creditors is made by the Licensee,
          or an agreement  between the Licensee and its  creditors  generally is
          entered into  providing  for  extension or  composition  of debt, or a
          receiver is appointed to administer the assets of the Licensee, or the
          assets of the Licensee are liquidated, or any distress,  execution, or
          attachment is levied on such of its  manufacturing  or other equipment
          as is used in the production and distribution of the Licensed Products
          and remains undischarged for a period of thirty (30) days.

                                  e)   If  the  Licensee  breaches  any  of  the
          provisions of Section B, D(1), D(2), H(4), K, and/or M(1).

                    L(2)  Assumption  and  Rejection  Pursuant to United  States
           Bankruptcy Code. After any order for relief under the Bankruptcy Code
           is entered  against the Licensee,  the Licensee must assume or reject
           this  Agreement  within sixty (60) days after the order for relief is
           entered.  If the Licensee does not assume this Agreement  within such
           sixty (60) day period, Titan may, at its sole option,  terminate this
           Agreement  immediately  by giving  'written  notice to the  Licensee,
           without further liability on the part of Titan.

                    L(3) Effect of  Termination.  Termination  of this Agreement
           under the  provisions of this Section L or the  provisions  set forth
           elsewhere in this Agreement shall be without  prejudice to any rights
           or claims which Titan may otherwise  have against the Licensee.  Upon
           the termination of this Agreement,  all royalties on sales previously
           made  shall  become  immediately  due  and  payable  to  Titan.  Upon
           termination of this Agreement under the provisions of Section L(l)(d)
           or L(2) of this  Agreement,  the Licensee,  its receivers,  trustees,
           successors,  assignees,  or other representatives shall have no right
           whatsoever  to sell,  exploit,  or in any way deal with the  Licensed
           Products,  the Advertising  Materials,  or the Intellectual Property,
           except with the special written consent and instructions of Titan.

                         L(4) Discontinuance of Use of Intellectual Property etc
           Subject to the  provisions  of Section L(5),  upon the  expiration or
           earlier   termination  of  this   Agreement,   the  Licensee   agrees
           immediately  and permanently to discontinue  manufacturing,  selling,
           advertising,  distributing,  and  using  the  Licensed  Products  and
           Advertising  Materials;  immediately  and  permanently to discontinue
           using the  Intellectual  Property;  immediately to destroy any films,
           molds,  dies,  patterns,  or similar  items  from which the  Licensed
           Products and  Advertising  Materials were made,  where any element of
           the   Intellectual   Property  is  an  integral  part  thereof;   and
           immediately   to  terminate  all   agreements   with   manufacturers,
           distributors,  and  others  which  relate to the  manufacture,  sale,
           distribution, and use of the Licensed Products.

                         L(5)   Disposition   of  Inventory   Upon   Expiration.
           Notwithstanding  the  provisions of Section  L(4), if this  Agreement
           expires in accordance with its terms, and is not terminated for cause
           by Titan,  the provisions of this Section L(5) apply. If the Licensee
           delivers  to  Titan  on or  before  thirty  (30)  days  prior  to the
           expiration  of this  Agreement,  a written  inventory  listing,  on a
           Licensed  Product-by-Licensed Product basis, all Licensed Products in
           the Licensee's possession, custody, or control as of the date of such
           inventory,  the Licensee shall have the  non-exclusive  right to sell
           any Licensed Products listed on such inventory for a period of ninety
           (90) days  immediately  following  such  expiration7  subject  to the
           payment of  royalties to Titan on any such sales in  accordance  with
           the terms of this Agreement. Titan shall have the right (but not the


<PAGE>



           obligation) to buy any or all of the Licensed Products listed on such
           inventory at the Licensee's cost of  manufacture.  The sell-off right
           granted the Licensee  under this Section L(5) shall in no event apply
           to a quantity of any Licensed  Product  exceeding fifty percent (50%)
           of the  Licensee's  average  quarterly  unit  sales of such  Licensed
           Product  during the one (1) year  period  immediately  preceding  the
           expiration of this Agreement.

           L(6) Injunction.  Licensee  acknowledges  that its failure to perform
           any of the terms or conditions of this Agreement, or its failure upon
           the expiration or termination of this Agreement to cease  manufacture
           of the Licensed Products and limit their distribution and sale as set
           forth in Section L(4) and L(5) above,  shall result in immediate  and
           irreparable  damage to Titan.  Licensee also  acknowledges that there
           may be no adequate  remedy at law for such  failures and that, in the
           event  thereof,  Titan shall be entitled to  equitable  relief in the
           nature of an injunction  and to all other  available  relief,  at law
           and/or equity.

           SECTION M MISCELLANEOUS PROVISIONS

                         M(l)  Restriction  on  Assignments.  Without  the prior
           written  consent  of  Titan,  the  Licensee  shall  not  directly  or
           indirectly  assign,  transfer,  sublicense,  or  encumber  any of its
           rights under this Agreement. This Agreement shall be binding upon and
           inure to the benefit of the successors and assigns of Titan.

                         M(2) Parties Not Joint Venturers.  Nothing contained in
           this Agreement shall be construed so as to make the parties  partners
           or joint  venturers  or to permit the  Licensee  to bind Titan to any
           agreement or purport to act on behalf of Titan in any respect.

                    M(3)  Modifications  of  Agreement:  Remedies.  No waiver or
           modification  of any of the  terms of this  Agreement  shall be valid
           unless in writing, signed by both parties. Failure by either party to
           enforce any rights under this  Agreement  shall not be construed as a
           continuing waiver or as a waiver in other instances.

                    M(4) No waiver of Termination  Rights.  The failure of Titan
           to exercise  any right to  terminate  the  agreement  for any reasons
           stated  herein  shall  not be and is not a  waiver  of the  right  to
           terminate for such reason,  and such right shall be exercisable  when
           it is deemed appropriate by Titan.

                    M(5)  Invalidity  of  Separable  Provisions.  If any term or
           provision  of this  Agreement  is for any reason  held to be invalid,
           such  invalidity  shall not affect any other term or  provision,  and
           this Agreement  shall be interpreted as if such term or provision had
           never been contained in this Agreement.

                    M(6) Notices.  All notices to be given under this  Agreement
           (which  shall  be in  writing)  shall  be  given  at  the  respective
           addresses of the parties as set forth on page 1, unless  notification
           of a change of address is given in writing. The date of mailing shall
           be deemed to be the date the notice is given.


<PAGE>




                    M(7)  Headings.  The paragraph and section  headings of this
           Agreement  are  inserted  only  for  convenience  and  shall  not  be
           construed as a part of this Agreement.

                    M(8)  Entire  Understanding.  This  Agreement  contains  the
           entire  understanding  of the  parties  with  respect to its  subject
           matter.  Any and all  representations  or  agreements by any agent or
           representative of either party to the contrary shall be of no effect.

                    M(9) Governing  Law. This  Agreement  shall be construed and
           governed  in  accordance  with the laws of the State of  Connecticut,
           regardless  of the  place or  places of its  physical  execution  and
           performance execution in multiple forms.

                    M(IO)  Arbitration.  The  parties  agree  that if a claim or
           controversy should arise concerning this Agreement,  or the breach of
           any obligation arising under this Agreement, or the interpretation of
           this Agreement, such dispute shall be resolved by binding arbitration
           under the Commercial  Arbitration  Rules of the American  Arbitration
           Association with the arbitration to be held in Stamford, Connecticut.
           The  parties  shall  each  pay  one-half  (1/2)  of the  costs of the
           arbitrator  and the  arbitrator  shall  thereafter  award  costs  and
           attorneys' fees to the prevailing  party. The arbitration award shall
           be binding and non-appealable, and may be entered as a final judgment
           in any court having jurisdiction over the award.