<PAGE>

                          Merchandise License Agreement
                          -----------------------------


"Licensor":     Sega of America, Inc.
                650 Townsend Street, Suite 650
                San Francisco CA  94103-4908

                Contact:  Robert Leffler      Phone: 415-701-3833
                                              Fax:   415-701-6020

"Licensee":     House of Brussels Chocolates
                750 Terminal Avenue
                Vancouver, British Columbia
                V6A 2M5  Canada

                Contact:  Grant Petersen      Phone: 604-687-1524
                                              Fax:   604-687-0142

"Effective Date" of the Agreement is:            July 1, 2002

"Properties" are the following Characters or     Sonic The Hedgehog
  other trademarks:

"Products" that Licensee is authorized to        Milk chocolate, peanut
  produce are:                                   butter, peanuts, caramel candy
                                                 bars, milk chocolate and peanut
                                                 butter boxed candy

"Trademarks" being Licensed to Licensee are:     Sonic The Hedgehog and all
                                                 related characters and indicia

"Territory" where Licensee can sell              Worldwide
  Products is:

"Advance Royalty" is:                            U.S. $15,625

"Earned Royalty" is:                             5% of net sales

"Guaranteed Royalty" is:                         U.S. $62,500

"Term" of this Agreement is:                     July 1, 2002 - December 31,
                                                 2004

"Initial Sale Date" is:                          Fall 2002

All Products and Advertising Materials will bear this notice: Sega is registered
in  the  U.S.  Patent  and  Trademark  Office. SEGA is a registered trademark or
trademark of Sega Corporation or its affiliates. Sega and Sonic The Hedgehog are
either  registered  trademarks  or  trademarks  of  Sega  Corporation.  (C)SEGA
CORPORATION,  2001  (C)SEGA/SONIC  TEAM  2001  All  rights  reserved.

The  parties have agreed to the terms of this license contained above and on the
following  pages.

Sega of America, Inc.                        House of Brussels Chocolates

/s/ Shinobin Toyoda                          /s/ L. Evan Baergen
-----------------------------------          -----------------------------------
Signature                                    Signature

Shinobin Toyoda                              L. Evan Baergen
-----------------------------------          -----------------------------------
Name                                         Name

Executive Vice President                     President & Director
-----------------------------------          -----------------------------------
Title                                        Title

July 17, 2002                                July 9, 2002
-----------------------------------          -----------------------------------
Date                                         Date


<PAGE>

     The Licensor is the owner of and/or has the right to license the Characters
and  the  names,  symbols, likenesses, designs and other indicia associated with
the  Characters,  and  all  copyrights,  including  all  derivative  works,  and
trademarks  which  exist  in  the  Characters  and the names and likeness of the
Characters  ("Properties");  and

     The  Licensee  desires  to obtain a license to manufacture and sell certain
Products  using  or  based  upon  the  Properties;

     In consideration of the mutual covenants contained herein the parties agree
as  follows.

1.  License  To  Use  Properties.
    ----------------------------

     (a)  Grant  of  License.  Licensor  grants  to Licensee a non-transferable,
          ------------------
non-exclusive  license to use the Properties in connection with the manufacture,
distribution  and sale of the Products in the Territory. Except for the specific
rights  which are granted to Licensee under this Agreement, all rights in and to
the  Properties  are  retained  by  Licensor.  Except to the extent set forth in
paragraph  10(a)  below,  Licensee shall not have the right to sublicense any of
the  rights  granted  to  it  under  this  Agreement.

     (b)  Use  of Licensed Properties. The Licensee will: (i) use the Properties
          ---------------------------
only  on  Products and Advertising Materials, as defined below; (ii) package and
sell  Products only in packaging approved by Licensor; (iii) refrain from use of
the Properties except under the terms of this Agreement; (iv) notify Licensor in
writing  of any conflicting uses, applications for registration or registrations
of  the  Properties  or  marks  similar  thereto  of which it has knowledge; (v)
execute any documentation requested by Licensor relating to the Properties; (vi)
indicate  on  the  Products and/or their labeling or packaging that the Products
are manufactured by Licensee, or a manufacturer as described in paragraph 10(a),
and  that  such manufacture is pursuant to a license from Licensor; (vii) comply
with  all  of  Licensor's  instructions  relating  to the use and display of the
Properties;  and (viii) not knowingly sell Products to parties who intend or are
likely  to  resell  them  outside  the  Territory.

     (c) Restriction on Use of Properties. The Properties, either in whole or in
         --------------------------------
part,  will  not  be  shown  endorsing  the  Licensee or products (including the
Products)  or services of Licensee or others, without the prior written approval
of  Licensor.  None  of  the  Properties  shall  be combined in any Products or
Advertising  Materials  with  any  other  characters  or  persons.

     (d)  Restrictions  on  Sale of Products. Licensee shall not use or sell the
          ----------------------------------
Products  as  premiums,  including,  but  not  limited  to, using or selling the
Products  in  connection  with  self-liquidating  programs,  joint merchandising
programs,  tie-ins,  giveaways,  sales incentive programs, door openers, traffic
builders,  fund  raisers,  sweepstakes prizes and any other kinds of promotional
programs  designed  to  encourage  the  sale  of  the Products or other goods or
services  of the Licensee or a third party without the prior written approval of
Licensor.

     (e) Method of Sale. Licensee agrees that the Products will be sold, shipped
        ---------------
and  distributed  outright,  not  on  an  approval, consignment, sale or return
basis, at a competitive price that does not exceed the price customarily charged
the  trade  by  Licensee. Licensee will not discriminate against the Products by
granting  commissions  or discounts to salespersons, dealers and/or distributors
in  favor  of  Licensee's  other  products.  Licensee  further  agrees  that the
Products  will  only  be sold to retailers or to distributors for sale, shipment
and  distribution  to  retailers,  with the understanding that Products shall be
sold  to  the public only in the manner in which merchandise of the same general
description  is  customarily  marketed,  displayed  and sold. Licensee agrees to
offer  a  warranty  to purchasers of the Products substantially similar to that
offered  for products competitive with Products, and in no event shorter or less
comprehensive  than  the  warranty  offered  by Licensee for other similar items
produced  by  it.

2.  Product  Quality.
    ----------------

     (a)  Quality  Standards.  Licensee  acknowledges  that  the  quality of the
          ------------------
Products  must  be  high in order to preserve and maintain Licensor's reputation
and  the  goodwill inherent in the Properties, and agrees that failure to adhere
to  Licensor's  quality standards ("Standards") or depicting the Properties in a
manner  which is unethical, immoral, or offensive to good taste, will impair the
value  and  goodwill  associated  with  the  Properties and Licensor's licensing
program  in  general.  Licensee  therefore  agrees that prior to the sale of any
Product,  it  will  submit  three  (3)  samples  of  the Product to Licensor for
approval,  as provided in Section 3. Once Licensor's


<PAGE>

approval  has  been  obtained, Licensee agrees that it will not deviate from the
approved  samples.  Failure  by Licensee to conform its Products to the approved
samples  will  be considered a breach of this Agreement and upon notice of such,
Licensee  agrees that it will immediately stop the manufacture, distribution and
sale of the nonconforming Products. The determination and judgment as to whether
the  Products  conform  to the approved samples shall rest solely with Licensor.

     (b)  Provision of Samples. Licensee will furnish free of charge to Licensor
          --------------------
twenty  four  (24)  samples  of each Product. Upon written request, Licensor may
annually  request  an  additional  twelve  (12)  samples  of  each  Product.

     (c)  Inspections.  Upon  reasonable  notice  from  Licensor, Licensee shall
          -----------
permit  representatives  of  Licensor  to enter Licensee's premises and plant(s)
during normal business hours for the purpose of inspecting Licensee's plant(s),
equipment,  records,  operation  and  supplies  which relate to the manufacture,
distribution  and  sale  of  the  Products.

     (d)  Changes  in Standards. Licensor shall have the right from time to time
          ---------------------
to  change,  withdraw  or  supplement  the  Standards or its approval of samples
previously  authorized  for  use  and  sale  by  Licensee.  Licensee will have a
reasonable  period  of  time to dispose of its existing inventory of Products if
the  changes  to the Standards or approved samples result solely from a decision
made  in Licensor's discretion. In any other event, Licensee agrees to implement
all  changes  immediately  at  its  own  expense.

     (e)  Product  Warranty. Licensee represents and warrants that the Products
          -----------------
will  be  of  good  quality  in  design,  material,  and workmanship and will be
suitable  for  their  intended purpose; that no injurious, deleterious, or toxic
substances  will be used in or on the Products; that the Products will not cause
harm  when  used  in  a  foreseeable  manner; and that Licensee will, at its own
expense,  comply  with all laws and regulations, including those relating to the
operation  of  Licensee's  plants, the manufacture, sale and distribution of the
Products,  including  the  labeling  thereof  and including safety standards and
testing  of  the  Products.

3.  Approval  Procedures.
    --------------------

     (a)  Approval  of Products. Prior to producing or offering  any Product for
          ---------------------
sale,  Licensee  will  submit  to  Licensor for its review and written approval,
three  (3)  identical  production samples of the Product, and the address of the
production  facilities  where  the  Product  will  be  produced.

     (b)  Approval of Advertising Materials. With respect to all advertising and
          ---------------------------------
promotional  materials  and  all packaging, wrapping, and labeling materials for
the  Products  (including,  but  not limited to, catalogs, sales sheets, package
inserts,  hangtags,  and  displays)  which  make  any use of or reference to the
Properties  ("Advertising  Materials"),  Licensee will submit three (3) prior to
final  printed  samples  of  the  Advertising  Materials where feasible (as, for
ex-ample,  in the case of labels, hangtags, printed brochures, catalogs, and the
like)  to  Licensor  for its review and written approval.  Advertising Materials
must  be  submitted  with  a description of the proposed uses of the Advertising
Materials,  including the media in which the items will run, and the duration of
such  proposed  uses.  Approval  of  Advertising  Materials  will extend only to
proposed  uses  described  in  Licensee's  submissions  and  will  not be deemed
approval  for  any  other  uses.

     (c)  Approval  Standards.  Licensor  shall  have  the  right, in their sole
          -------------------
discretion,  to  approve  or  disapprove  any Products or Advertising Materials.

     (d)  Time  for Approval. Licensor will use reasonable efforts to approve or
          ------------------
disapprove  any  Products  or Advertising Materials within fifteen (15) business
days  after  Licensor's  receipt  thereof.  Licensor's  failure  to  approve  or
disapprove  within  such  period  shall  be  deemed disapproval, unless Licensor
subsequently  notifies  Licensee  of  its  approval.

     (e)  Artwork  for  Properties.  If Licensee requests Licensor to furnish it
          ------------------------
with  any  artwork  or  copies  of material relating to the Properties, Licensee
agrees  to  reimburse  Licensor  for  its  costs of supplying such materials to
Licensee,  to  the  extent  Licensor  is  able  to  furnish  such  materials.

     (f)  Translations.  All  translations  of  written  material  used on or in
          ------------
connection  with  the  Products  or  Advertising  Materials  shall be accurate.
Licensee  shall  pay  directly  all  costs incurred by Licensor in verifying the
accuracy  of  the  translations.


<PAGE>


4.  Sale  of  Products.
    ------------------

     (a)  Initial  Approval  and Sale. If Licensee has not begun the sale of any
        -----------------------------
approved  Product  by  the  Initial Sale Date in every country in the Territory,
Licensor  shall have the right to terminate this Agreement immediately by giving
notice of termination to Licensee in relation to Products for which approval has
not  been  obtained  or for countries in the Territory where sales have not been
made.

     (b)  Exploitation of Rights. Licensee agrees that during this Agreement, it
          ----------------------
will  diligently and continuously distribute,  ship and sell all of the Products
in  all  countries  of  the  Territory  and that it will use its best efforts to
manufacture  the  Products  in  sufficient  quantities  to  meet the reasonably
anticipated  demand in the Territory. Licensor shall have the right to terminate
the  portion(s) of this Agreement relating to any Products and any country(s) in
the  Territory  if  Licensee,  for  any  reason, after the commencement of sale,
shipment  and distribution of Products in such country or countries, fails for a
period  in  excess  of  sixty (60) days to continue to sell, ship and distribute
such  Products  therein.  Licensee  also  agrees  to  advertise  and promote the
Products  at  its  own expense so as to maximize the sale of the Products in the
Territory.

     (c)  Sale  to Licensor. Licensee agrees to sell to Licensor, on request, up
          -----------------
to  one hundred (100) units of each Product at Licensee's cost for such Product.
No  royalties  will  be  due  on  sales  to  Licensor.

5.  Protection  of  the  Properties.
    -------------------------------

     (a)  Registrations.  Licensor shall have the right, in its sole discretion,
          -------------
to  file  trademark,  design,  patent  or  other  applications in the Territory,
relating  to the use or proposed use by Licensee of any of the Properties and/or
to  record  this Agreement. Such filings will be made in the name of Licensor or
in  the  name  of  any  third  party  selected  by  Licensor.

     (b)  Trademark  Use For Licensor's Benefit. All uses of the names, symbols,
          -------------------------------------
designs  and  other  works  associated  with  the  Properties  ("Trademarks") by
Licensee  shall inure to the benefit of Licensor, which shall own all trademarks
and  trademark  rights  and  all  copyrights created by such uses. To the extent
Licensee  acquires  any rights to any of the Copyrights and Trademarks, Licensee
hereby assigns and transfers to Licensor and agrees to execute any documentation
relating  to  such  assignment,  all  trademarks  and  trademark  rights and all
copyrights  created  by such uses, together with the goodwill of the business in
connection  therewith.  Licensee  agrees  to  use  the Trademarks properly, in a
larger or bolder type than the name of the Products (e.g., clothes, watch, etc.)
and  other  text  appearing  in  conjunction with the Trademarks, and not as the
generic  name  of  the  Product.

     (c)  Other Uses of Trademarks. Licensee shall not use any of the Trademarks
          ------------------------
in  combination  with any other trademark, word, symbol, letter or design, or as
part  of  its  company  name  or  in  connection with any product other than the
Products.  Further,  Licensee  agrees  not  to adopt any trademark, trade name,
design,  logo or symbol which, in Licensor's opinion, is similar to or likely to
be  confused  with  any  of  the  Trademarks.

     (d)  Copyright  Protection. Licensee recognizes the importance  to Licensor
          ---------------------
of  preserving copyright protection and registrations therefor on the Properties
and on all works relating  to the Properties, including new works and derivative
works  ("Copyrights"),  and the importance of securing copyright protection  for
Products  and  Advertising Materials which constitute "new works" or "derivative
works"  for  copyright law purposes, and for all reproductions of the Properties
which  appear  on  the  Products  or  in  the  Advertising Materials. Therefore,
Licensee's  license  to manufacture, distribute and sell Products and to display
Advertising Materials is expressly conditioned upon Licensee's agreeing to place
a  copyright  notice(s) in the name(s) specified by Licensor on all Products and
Advertising Materials. Licensee agrees that it will not affix to the Products or
the  Advertising  Materials  a  copyright  notice in its name or the name of any
other  person,  firm, or corporation, except  as requested by Licensor. Licensee
acknowledges  that  proper  copyright notices must be permanently affixed to all
Products  and  Advertising  Materials  and  to  any  portions  of  Products  or
Advertising  Materials  intended to be used separately by the ultimate purchaser
or  user.  Such  notice will be sufficient  in size, legibility, form, location,
and permanency to comply with both the United States copyright laws and also the

copyright  notice  requirements  of  the  Universal  Copyright  Convention.

     (e)  Assignment  by  Licensee.  The  Licensee  hereby  sells,  assigns, and
          ------------------------
transfers  to Licensor its entire worldwide right, title, and interest in and to
all "new works", "derivative works" and/or "joint works" heretofore or


<PAGE>

hereafter  created using all or any portion of the Properties including, but not
limited  to,  the  Copyrights and renewal copyrights thereon. If parties who are
not  employees  of  Licensee  living  in the United States make or have made any
contribution  to the creation of a work, so that such parties might be deemed to
be  "authors"  as that term is used in present or future United States copyright
statutes,  Licensee  agrees  to  obtain  from  such parties a full assignment of
rights  so that the foregoing assignment by Licensee shall vest in Licensor full
rights  in  the work, free of any claims, interests, or rights of other parties.
Licensee will not permit any of its employees to obtain or reserve any rights as
"authors"  of  such  works  and agrees to furnish Licensor with full information
concerning  the creation of new works and/or derivative works and with copies of
assignments  of  rights  obtained  from  other  parties, and to execute, without
charge,  any  documents  requested  by  Licensor  for  such  purposes.

     (f)  Notices.  The  Licensee  agrees  to  affix  or to cause its authorized
          -------
manufacturing  sources  to  affix to both the Products and Advertising Materials
notices  in  the format shown on Page 1 or as otherwise requested by Licensor in
relation  to  Licensor's  trademark,  copyright, patent or other protection. The
Licensee  agrees  that  it  will not distribute or sell, nor authorize others to
distribute  or  sell,  any  Products or Advertising Materials which do not carry
copyright  and  other  notices  meeting  the  requirements  of  this  Section.

     (g) Acknowledgment of Validity. Licensee shall not, directly or indirectly,
         --------------------------
in  any  way  dispute  or  impugn  the validity of the Trademarks, Copyrights or
Properties, or Licensor's sole ownership and right to use and control the use of
the  Trademarks, Copyrights and Properties during the term of this Agreement and
thereafter.  Licensee will not do or permit to be done any action or thing which
will  in  any  way impair Licensor's rights in and to the Trademarks, Copyrights
and Properties. Licensee acknowledges that its use of the Trademarks, Copyrights
and  Properties  will  not create in it any right, title or interest therein and
agrees  that  all  use  thereof  will  be  for  the  benefit  of  Licensor.

6.  Infringements.
    -------------

     (a)  Infringement  By  Third  Parties. When Licensee learns that a party is
          --------------------------------
making  unauthorized  use  of  the  rights  granted  to  the Licensee hereunder,
Licensee  agrees  promptly  to  give  Licensor  written  notice  containing full
information with respect to the actions of such party. Licensor, entirely at its
option,  will  decide  what, if any, action to take. Licensee agrees not to make
any  demands  or  claims,  bring  suit, effect any settlement, or take any other
action  in relation to such party without the prior written consent of Licensor.
Licensee agrees to cooperate with Licensor, at Licensor's expense, in connection
with  any  action  taken  by  Licensor  to  terminate  infringements.

     (b)  Claims.  If  a  claim  is  made or suit is brought against Licensor or
          ------
Licensee  by  a  party  asserting  rights in the Properties, or names or designs
similar  thereto,  or  if  either  party hereto learns that another party has or
claims  rights  which would or might conflict with the proposed or actual use of
some  or  all  of  the  Properties  by  Licensee, Licensee agrees either to make
reasonable  modifications in its use of the Properties as requested by Licensor,
or  to discontinue the use of the allegedly infringing part of the Properties in
the  country  of  the Territory in question on the particular Products which are
involved,  if Licensor, in its sole discretion, considers  such action necessary
or  desirable  to  resolve or settle the claim or suit or to eliminate or reduce
the threat of a claim or suit by such party. In no event shall Licensee have the
right  to  acknowledge the validity of such a claim, to obtain or seek a license
from  such  party, or to take any other action which might impair the ability of
Licensor  to  contest  the  claim.  Licensor shall have the right to participate
fully  at its own expense in the defense of any claim or suit instituted against
Licensee  with  respect  to  the  use  of  the  Properties  by  Licensee.

7.  Indemnifications.
    ----------------

     (a)  Licensee's  Indemnification.  Licensee  agrees  to  indemnify and hold
          ---------------------------
Licensor  harmless,  from any and all claims, liabilities, judgments, penalties,
losses,  costs,  damages, and expenses resulting therefrom, including reasonable
attorneys'  fees,  but  excluding lost profits, allegedly arising out of (i) any
act  pursuant  to  this  Agreement by Licensee, its subsidiaries, manufacturers,
distributors, agents or representatives,  or their employees or agents; (ii) the
exercise  by  Licensor of its termination rights in Section 10.(b) against third
parties  appointed  by  Licensee  to manufacture or distribute the Products; and
(iii)  Licensee's  failure  to comply with the terms hereof. Claims based solely
upon  the  use of the Properties by Licensee in manner which had been previously
approved  by  Licensor in strict accordance with the terms of this Agreement are
expressly  excluded  from  Licensee's  indemnity  of  Licensor.

     (b)  Licensor's  Indemnification.  Licensor  agrees  to  indemnify and hold
          ---------------------------
Licensee  harmless,  up to the


<PAGE>

amount  of  royalties  paid  by  Licensee  to Licensor, from any and all claims,
liabilities,  judgments,  penalties,  losses,  costs,  damages,  and  expenses
resulting  therefrom,  including  reasonable attorneys' fees, but excluding lost
profits,  made  by  third parties asserting  rights in the Properties as used on
Products,  when  use of the Properties by Licensee has been in strict accordance
with  the  terms  of  this  Agreement.

     (c)  Claims Procedures. With respect to the foregoing indemnifications: (i)
          -----------------
each  party  agrees  promptly  to  notify  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;  (ii) 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;
(iii)  each  party  shall have the right to participate, at its sole expense, in
any  suit  instituted  against  it  and to approve any attorneys selected by the
other  party  to defend it, which approval shall not be unreasonably withheld or
delayed;  and  (iv)  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  shall  not  be  unreasonably  withheld.

8.  Insurance.
    ---------

     (a)  Insurance Required. The Licensee agrees during the term hereof and for
          ------------------
as long as Products are offered for sale to end users, to obtain and maintain at
its own cost from an insurance  company acceptable to Licensor, standard Product
Liability  Insurance, Contractual Liability and Advertising Insurance,  the form
of  which  must be acceptable to Licensor, naming Licensor, its subsidiaries and
affiliates,  and  their  directors,  officers, agents, employees, assignees, and
successors  as  additional  named  insureds.

     (b)  Products  Liability  Insurance.  Licensee's  product  and  contractual
          ------------------------------
liability  insurance  policy  shall  provide  coverage  for  any and all losses,
expenses,  claims,  demands,  causes  of  action  and  settlements,  including
attorneys'  fees,  allegedly  arising  out  of  any contractual liability or any
defects  in  the  Products  or  any material used in connection therewith, their
failure  to  perform,  or  any  use  thereof.  The amount of coverage shall be a
minimum  of $3,000,000 combined single limit with no deductible amount, for each
single  occurrence  for  bodily injury and/or for property damage or contractual
liability.

     (c)  Advertising  Insurance.  The advertising insurance policy will provide
          ----------------------
for  a  minimum  amount  of  coverage  of  $1,000,000 with no deductible amount.

     (d)  Certificate  of Insurance. Within thirty (30) days after the execution
          -------------------------
of  this  Agreement,  Licensee  will provide a certificate to Licensor issued by
Licensee's  carrier  confirming  that such policy has been issued and is in full
force  and effect and provides coverage as required by this Section 8., and also
confirming  that before any cancellation, modification, or reduction in coverage
of  such policy, the insurance company will give Licensor thirty (30) days prior
written  notice  thereof. The policy(s) will include a provision that it will be
deemed  primary  insurance and any insurance obtained by Licensor will be excess
insurance.  In  no  event  will  Licensee  manufacture,  offer  for  sale, sell,
advertise,  promote,  ship  and/or  distribute  Products prior to the receipt by
Licensor  of  such  evidence  of  insurance.

9.  Royalties.
    ---------

     (a)  Guaranteed  and  Advance Royalties. Licensee agrees to pay  Licensor a
          ----------------------------------
Guaranteed  Royalty,  and  on  execution  of  this  Agreement  to pay Licensor a
non-refundable  Advance  against  royalties. If, on expiration or termination of
this  Agreement,  the Advance and Earned Royalties paid to Licensor pursuant to
sub-sections  (a)  and  (b) are less than the Guaranteed Royalty, Licensee shall
immediately pay the difference to Licensor.  Only Earned Royalties paid pursuant
to  subsection  (b)  in  relation  to  products  shipped prior to expiration or
termination  of  this  Agreement to persons or entities in the Territory will be
credited against the Guaranteed Royalty. No portion of the Advance or Guaranteed
Royalty  will  be  refundable  to Licensee on termination or expiration of  this
Agreement.

     (b)  Earned  Royalty. Licensee agrees to pay Licensor the Earned Royalty on
          ---------------
Net  Sales  of  the  Products.  "Net Sales" as used herein shall mean Licensee's
total  invoice price less actual returns for defective Products or credits given
to  customers  for defective Products in lieu of returns, up to a maximum of ten
percent  (10%)  of the Net Sales being reported.  A sale shall be deemed to have
taken  place when the Products are shipped, transferred or invoiced by Licensee,
whichever occurs first. Whenever Products are transferred in whole or in part in
transactions in which some or all of the consideration is non-monetary, or where
the  transferee  is affiliated  with Licensee, the transferee shall be deemed to
have  purchased  the  Products  at  Licensee's list price or


<PAGE>

the  price  quoted  to  non-affiliated buyers for similar Products, whichever is
higher.

     (c) Deductions. There will be no deduction from royalties for uncollectible
         ----------
amounts,  taxes based on Licensee's income or sales, fees, assessments, or other
expenses  of  any  kind  which may be incurred or paid by Licensee in connection
with  performance  of  this  Agreement. It is Licensee's sole responsibility and
expense  to  obtain the approval of any foreign authorities and to take whatever
steps  may  be  required  to  effect  the  remission  of  funds  to  Licensor.

     (d)  Reports. Licensee shall provide Licensor with a report of transactions
          -------
relating  to  Products on which royalties have accrued for each calendar quarter
during  the  term of this Agreement.  Licensee shall forward the original report
to  Licensor  at:  Sega  of America, Inc., Finance and Licensing Department, 650
Townsend  Street, Suite 650, San Francisco, CA  94103. Licensee shall furnish to
Licensor a full and complete statement, duly certified by an officer of Licensee
to  be  true  and  accurate,  showing the number of each type of Product sold by
country  in the Territory during the calendar quarter in question, and the total
Gross Sales for each such Product, together with any other information requested
by  Licensor.  All  amounts  shall  first be stated in the currency in which the
sales  were  actually  made  with  the equivalent amount stated in United States
dollars  or other currency in which royalties are being remitted, and the actual
rate of exchange obtained by the Licensee, used in making the conversion. In the
event  there  have not been any transactions relating to the Products during the
quarter,  Licensee  will provide Licensor with a report indicating this. Reports
shall  be  due  thirty (30) days after the end of each calendar quarter. Payment
for  royalties  which  exceed  the  advance,  as provided in Section 9.(a), will
accompany each report to Licensor. All royalties will be due and payable in U.S.
dollars,  unless  otherwise  specified  by  Licensor.  Timely  payment is of the
essence  of  this  Agreement  and any failure to make such timely payment on the
part  of  Licensee  shall  constitute  a  material default regardless of whether
Licensor  gives  Licensee  notice  to  this  effect. Such material default shall
entitle  Licensor  to  immediately  terminate this Agreement. In addition to any
other  rights  Licensor may have in the event of such a default, Licensee agrees
to  pay interest to Licensor on any sums that have not been received by Licensor
by  the date provided above.  Such interest shall accrue from the date that each
payment  is  due and shall be payable to Licensor at the lesser of l8% per annum
or  the  maximum  rate  permitted  by  law.



     (e) Taxes. If any taxes imposed by governments other than the U.S. based on
         -----
funds  remitted  to  Licensor  are  required to be paid by Licensee on behalf of
Licensor  and  Licensee  in fact pays such taxes, Licensee may deduct these from
the royalties due, provided that Licensee furnishes Licensor with  documentation
sufficient  to  enable Licensor to receive a credit for such taxes from the U.S.
government  and  that  Licensor  is  able  to  claim the benefit of such credit.
Licensee  agrees to reimburse Licensor for any taxes withheld from royalties for
which  Licensor  does  not  receive  such  a  credit.

     (f)  Retention  of  Records.  During the term of this Agreement and for two
          ----------------------
years  thereafter,  Licensee  shall  keep full and accurate books of account and
copies  of  all  documents  and  other  material  relating  to this Agreement at
Licensee's  principal  office,  which are necessary for a ready determination of
royalty  obligations  due  by  Licensee.  The  Licensor,  its  agents  or
representatives,  shall have the right to audit such books, documents, and other
material, shall have access thereto during ordinary business hours, and shall be
allowed  to  make  copies  of  such  books,  documents,  and  other material. At
Licensor's  request,  Licensee  shall  provide  an  employee  to  assist  in the
examination  of  Licensee's  records.

     (g)  Audits.  If  any  audit  of  Licensee's books and records reveals that
          ------
Licensee  has  failed  properly  to  account and pay royalties owing to Licensor
hereunder, and the amount of any royalties which 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 Licensor for such
period,  Licensee shall, in addition to paying Licensor such past due royalties,
reimburse  Licensor for its expenses  incurred in conducting the audit, together
with  interest  on  the  overdue royalty amount at an annual rate of two percent
(2%)  over  the  prevailing  prime  interest rate as fixed and published  by The
First National Bank of Chicago in Chicago, Illinois  in effect as of the date on
which  such  overdue  royalty  amount  should  have  been  paid  to  Licensor.

10.  Agreements  with  Manufacturers  and  Distributors.
     --------------------------------------------------

     (a)  Manufacturers  and  Distributors.  Licensee  shall  have  the right to
          --------------------------------
arrange  with  others  to manufacture


<PAGE>

the Products or components thereof for the exclusive sale, use, and distribution
by  Licensee,  or to serve as a distributor for Products which have been made by
or  for  Licensee  and  sold  to such distributor. Licensee agrees to enter into
written  agreements  with  all  manufacturers  and  distributors  and  agrees to
in-corporate into such written agreements all of the provisions contained herein
which  relate  to  the  production, distribution and sale of the Products or are
otherwise  relevant  to  the  third  party's  performance  as  distributor  or
manufacturer,  including  an express agreement by the parties that Licensor is a
third  party  beneficiary  of  the agreement. Licensee further agrees to furnish
Licensor  within  thirty  (30)  days of execution, copies of all agreements with
such  manufacturers  and  distributors.

     (b)  Enforcement of Agreements. Licensee agrees strictly to enforce against
          -------------------------
its  manufacturers  and  distributors  all  of the provisions in such agreements
which  protect  Licensor's  rights, to advise Licensor of any violations thereof
and of corrective actions taken by the Licensee and the results thereof, and, at
the  request  of  Licensor,  to terminate such agreements if any manufacturer or
distributor  is  in  violation  of  any  provisions  identical or similar to the
obligations  undertaken by Licensee herein.  If Licensee fails to give notice of
termination  to the other party within twenty (20) days after being requested to
do  so  by  Licensor,  Licensee  irrevocably  appoints  Licensor  as  its
attorney-in-fact  to  terminate  the  manufacturer or distributor in the name of
Licensee.  Any  breach  by  a manufacturer  or distributor appointed by Licensee
will  be  considered  a  breach  of  this  Agreement  by  Licensee.

11.  Term  and  Termination.
     ----------------------

     (a)  Term.  Except as otherwise provided herein, the Term of this Agreement
          ----
shall  be  the  Term  set  forth  on  page  1  of  this  Agreement.

     (b)  Immediate  Right  of  Termination.  Licensor  shall  have the right to
          ---------------------------------
terminate  this  Agreement  immediately  on  notice  to  Licensee,  if Licensee:

          (i)  breaches  any  of  the  provisions  of  Section  2.;

         (ii)  becomes subject to any order of any governmental agency involving
               the  recall  of  any  of  the  Products;

        (iii)  makes,  sells, offers for sale, distributes or uses any Product
               or  item of Advertising Material without having the prior written
               approval  of  the  Licensor,  as  required  by  Section  3.;

         (iv)  fails  to  obtain  approval  of or offer for sale Products in the
               Territory,  as  required  by Section 4.(a) or to continue to sell
               Products  as  required  by  Section  4.(b);

          (v)  fails  to  comply  with  Section  5.(e)  or  (g);

         (vi)  fails  to obtain or maintain insurance as required by Section 8.;

        (vii)  two  or  more  times during a twelve-month period fails to make
               timely payment of royalties or fails to make timely submission of
               royalty  statements  as  provided  in  Section  9.;  or

       (viii)  is  unable  to perform for reasons described in Section 12.(a)
               for  a  period  in  excess  of  sixty  (60)  days.

     (c)  Termination  on  Thirty  Days  Notice. If Licensee breaches any of the
          -------------------------------------
terms  of  this  Agreement other than those specified in (a) above, and fails to
cure  the breach within thirty (30) days after receiving written notice thereof,
this  Agreement  will terminate at the end of the thirty (30) day notice period.

     (d) Bankruptcy or Insolvency. Licensor may terminate this Agreement if: (i)
         ------------------------
Licensee  becomes  insolvent, or a petition  in bankruptcy or for reorganization
is  filed  by  or against it, or any insolvency proceedings are instituted by or
against  it,  or  (ii)  Licensee  makes  an  assignment  for  the benefit of its
creditors,  is placed in the hands of a receiver, or liquidates its business. If
Licensor  terminates  this  Agreement under any of the foregoing provisions, the
Licensee,  its  receivers,  trustees,  assignees, or other representatives shall
have no right to sell, exploit, or in any way deal with the Products, Properties
or  the  Advertising  Materials,  except  with  the  express  written consent of
Licensor.


<PAGE>

     (e)  Effect  of Termination. Termination of this Agreement shall be without
          ----------------------
prejudice  to  any  rights  or  claims which Licensor may otherwise have against
Licensee.  Upon  termination  of this Agreement, notwithstanding anything to the
contrary  herein,  all  royalties  on  sales  theretofore  made  shall  become
immediately  due  and  payable to Licensor, including the Guaranteed Royalty set
forth  in  Section  9.(a).

     (f)  Discontinuance  of  Use  of  Trademarks.  Subject to the provisions of
          ---------------------------------------
subsection  11.  (g),  upon  the  expiration  or termination  of this Agreement,
Licensee agrees immediately to discontinue  manufacturing, selling, advertising,
distributing,  and using the Products and Advertising Materials; to turn over to
Licensor  or  to  destroy any molds, dies, patterns, or similar items from which
the  Products  and  Advertising  Materials  were made, as requested by Licensor,
unless  it  is possible to completely  obliterate all references to Licensor and
the  Properties,  and  to  terminate  all  agreements  with  manufacturers,
distributors,  and  others  which relate to the manufacture, sale, distribution,
and  use  of  the  Products.

     (g)  Disposition  of  Inventory  Upon  Expiration.  Notwithstanding  the
          --------------------------------------------
provisions  of  subsection  11.(f), if this Agreement expires in accordance with
its  terms  and  is not terminated for a breach by Licensee, Licensee shall have
the  right  to  sell Products on hand or in the process of manufacture as of the
date  of  such  expiration  or  termination  for  a  period  of ninety (90) days
immediately following expiration, subject to payment of royalties to Licensor on
any such sales and compliance with all the terms of this Agreement. The sell-off
right  granted  to  Licensee  is  expressly  conditioned on Licensee's providing
Licensor  with  an  accurate  total of all inventory of Products on hand and on
Licensor's  having the right to conduct a physical inventory  in order to verify
such  inventory.  In  the  event  Licensee  fails  to  provide such inventory to
Licensor, and/or refuses to permit Licensor to conduct a physical inventory, the
terms  of  subsection  11.  (f)  will  control.  Upon expiration of the sell-off
period,  all remaining Products shall upon Licensor's option be sold to Licensor
at  Licensee's direct cost of manufacture, excluding overhead, or Licensee shall
destroy  the  Products  and  furnish  Licensor  with  a  sworn  certificate  of
destruction.

12.  General  Provisions.
     -------------------

     (a) No Liability. Neither party will be liable to the other for any loss or
         ------------
injury  incurred or damages sustained by the other party due to a failure on the
part  of  a  party to perform under this Agreement, except Licensee's failure to
make  payments  to  Licensor as provided herein, if such failure to perform is a
result  of  war,  riot,  labor strike or lock-out, shortages, fire, flood, wind,
storm,  Act  of  God,  governmental  control  or  regulation  or  other similar
condition  beyond  the  party's  control.

     (b) Relationship of the Parties. Nothing contained in this Agreement and no
         ---------------------------
action  taken by either party to this Agreement will be deemed to constitute any
party  or  any  of  such  party's  employees, agents or representatives to be an
employee, agent or representative of any other party or will be deemed to create
any partnership, joint venture, association or syndicate among or between any of
the  parties,  or  will  be deemed to confer on any party any express or implied
right,  power or authority to enter into any agreement or commitment, express or
implied,  or  to  incur  any  obligation  or  liability  on  behalf of any other

     (c)  Final  Agreement.  This  Agreement  sets  forth  the  entire and final
          ----------------
agreement  and  understanding  of the parties with respect to the subject matter
hereof. Any and all prior agreements or understandings, whether written or oral,
with  respect to the subject matter of this Agreement are terminated. Subject to
Licensor's  right  to  delete  Products and countries of the Territory from this
Agreement  pursuant to Section 4., this Agreement may not be modified or amended
except  by an instrument in writing specifically referring to this Agreement and
executed  by  the  parties  hereto.

     (d)  No Waiver. No waiver, forbearance or failure by any party of its right
          ---------
to  enforce any provision of this Agreement will constitute a waiver or estoppel
of  such  party's right to enforce any other provision of this Agreement or such
party's  right  to  enforce  such  provision  in  the  future.

     (e)  Remedies.  The  right  of  to  be  indemnified and held harmless under
          --------
Section  7.  will not be exclusive, but will be in addition to any and all other
rights  and  remedies to which Licensor may be entitled under this Agreement or
otherwise.

     (f) Notice. Any notice or other communication will be and effective only if
         ------
given  in  writing, evidenced by a delivery receipt, and personally delivered or
sent  by facsimile, overnight courier, or mail, postage prepaid to


<PAGE>

the  addresses  shown  on  page  1.

Any notice or other communication if given personally will be effective upon the
date  shown  or the delivery if given receipt.  Notices will be sent directly to
Licensor.

     (g)  Assignment. Licensee may not assign or otherwise transfer by operation
          ----------
of  law  or  otherwise, this Agreement to any entity without the express written
consent of Licensor and any attempt to do so will be null and void. Licensor may
assign  or  otherwise  transfer  this  Agreement  without  Licensee's  consent.

     (h)  Governing  Law.  This  Agreement  will  be  construed  and enforced in
          --------------
accordance  with  the  laws of the State of California, U.S.A. The parties agree
that  the  exclusive  jurisdiction  and venue of any action between the parties
arising  out  of this relationship, including disputes that may arise following
termination of this Agreement, shall be the Superior Court of California for San
Francisco  County  or the United States District court for the Northern District
of  California  and  each  of the parties hereby submits itself to the exclusive
jurisdiction  and  venue  of  such  courts  for  the purpose of such an action.

     (i)  Submission  to  Jurisdiction.  The  Licensee  hereby  consents  to the
          ----------------------------
jurisdiction  of  the  courts  specified above and waives any objection based on
improper  venue  or  forum non conveniences to the conduct of any proceeding in
                     ----------------------
such  court  and  waives  personal  service  of any and all process upon it, and
consents  that all such service of process be made by mail directed to it at the
address set forth on page one of the Agreement and that service so made shall be
deemed  to  be  completed  upon  the earlier of actual receipt or three (3) days
after the same shall have been sent to Licensee by Licensee's agent as set forth
below.  Licensee  irrevocably  appoints  C.T.  Corporation, or such other person
residing  in  San  Francisco,  an employee of Sega, or a person or designated in
California  by  Licensee  with notification to Licensor in writing, as its agent
for  the  purpose  of  accepting the service of any process within the State of
California.

     (j)  Captions.  The captions in this Agreement are for convenience only and
          --------
will  not  be  considered  a part of, or be deemed to affect the construction or
interpretation  of,  any  provision  of  this  Agreement.

     (k)  Attorneys Fees. If Licensor initiates any action to collect monies due
          --------------
pursuant  to  Section 9., or to obtain Licensee's compliance with the provisions
of  Section  5., Licensee will pay all of Licensor's costs, including attorney's
fees,  incurred  in  relation  to  such  action.

The  parties  have  agreed  to  the  terms  of  this  license  contained  above.

Sega of America, Inc.                        House of Brussels Chocolates

-----------------------------------          -----------------------------------
Signature                                    Signature

-----------------------------------          -----------------------------------
Name                                         Name

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Title                                        Title


-----------------------------------          -----------------------------------
Date                                         Date