EXHIBIT 10.50

Licensing Agent Agreement


This Licensing Agent Agreement (the "Agreement") is entered into
on February 10, 2000 by and between American Champion Marketing Group,
Inc., a Delaware corporation with offices at 1694 The Alameda, Suite
100, San Jose, California 95126 ("ACMG") and funschool.com Corporation,
a California corporation with offices at 465 Fairchild Drive, Suite
105, Mountain View, California  94043.

        This Agreement is being entered into with respect to the
following facts:

        A.      funschool.com is the sole owner and has the exclusive right
to license the trademark, brand name, logo, characters, actors
likeness, voice and related properties known as:

                i) funschool.com

                ii)Browser The Bus

                iii)Worm

                iv)Globe Boy

                v) Gator

                vi) Sitting Cow

(collectively called the "Properties") based upon the Internet Sites
"sites"

        B.      funschool.com desires to appoint ACMG as its exclusive
agent for purposes of licensing and merchandising the Properties for
use on or in connection with all categories of merchandise products
(e.g., clothing, toys, sporting goods, etc. collectively the
"Products"), and ACMG desires to accept such appointment in accordance
with the terms and conditions set forth in this Agreement.

                1.      Subject to the provisions set forth below in this
paragraph 1, funschool.com hereby appoints ACMG to represent
funschool.com as its exclusive agent for purposes of licensing and
merchandising the Properties to third parties for use on and in
connection with the Products throughout the world (the "Territory").


                2.      Client shall pay ACMG as consideration for the
aforementioned services a monthly retainer of (deleted pursuant to
request for confidential treatment) per month for the term of 6 months
from February 10, 2000 -July 9, 2000.  Any expenses related to travel,
client entertainment, telephone, faxing, in accordance with services
being performed in this agreement, shall be discussed with Client in
advance, and payable by Client upon receipt of invoice.

           3.   ACMG shall submit each proposed licensing
arrangement to funschool.com in the form of a term sheet providing
reasonable detail as to the proposed transaction.  Funschool.com shall
forward to ACMG any proposed changes to terms promptly following
receipt.  Based on the terms approved by funschool.com, ACMG shall
prepare or have prepared a merchandise license agreement ("License
Agreement") incorporating the agreed terms and such other terms and
conditions as are customary and reasonable.  No license Agreement shall
be entered into without funschool.com's prior consent.  funschool.com
shall have approval over the Products and over the material terms of
the License Agreements, which approval shall be exercised in
funschool.com's sole discretion.  ACMG hereby waives any claim it may
have that funschool.com did not exercise its approval rights in good
faith with respect to any proposed License Agreement.  funschool.com
shall respond to ACMG within twenty-one (21) days with respect to its
approval or disapproval of any proposed License Agreements.  All
License Agreements shall be entered into in the name of funschool.com,
with ACMG as the exclusive agent, and shall be executed by
funschool.com and ACMG.

                4.      ACMG shall do the following with respect to the
properties:

                        (a)     Provide a strategic plan to funschool.com

                        (b)     Seek out, negotiate and present for approval
and execution by funschool.com, business opportunities relative to the
merchandising and licensing of the properties.

                        (c)     Monitor and oversee the licensing, promotion
and marketing programs with all existing or hereinafter acquired third
party licensees ("Licensees").

                        (d)     Whenever necessary, conduct personal visits to
Licensees' manufacturing facilities, to ensure conformance with the
quality control provisions of the License Agreements.

                        (e)     Engage in other such activities as the parties
may mutually agree and use its best efforts to maximize revenue
generated from the exploitation of the rights granted hereunder and to
enhance the value and the reputation of the Properties.

                        (f)     appropriate, attend the Consumer Electronics
Show, the Toy Fair, the annual Licensing Show, MAGIC, American Book
Association, House-wares, SHOPA, MIPCOM, MIP and other trade shows to
exhibit and display the Properties.

                5.      funschool.com agrees to reimburse ACMG for all
expenses incurred by ACMG in connection with the licensing and
merchandising of the Products which are pre-approved by funschool.com,
including, but not limited to, presentations, press kits, style guides,
art work, design materials, display materials, trade show expenses
specifically related to the Properties (including travel expenses
thereto and promotional materials).  Such reimbursement to ACMG shall
be made by funschool.com within 30 days from ACMG's submission of
expense relating to the licensing and merchandising of the Properties
and any travel and legal expenses not specifically related thereto and
that it will receive no compensation except as specified in this
paragraph 7 below.

                6.      As feasible, funschool.com will attempt to obtain and
maintain appropriate trademark and copyright protection throughout the
Territory with respect to the products. ACMG shall advise funschool.com
in writing of any suspected or known infringement of the Properties.

                7.      All royalties, fees and revenues from licensee,
distributors and any other parties relating to the Properties in this
agreement shall be remitted directly to funschool.com. ALL monies,
excluding advances and guarantees, received by ACMG, funschool.com
Corporation or any of its agents or affiliated companies, from the
licensing, merchandising or other disposition of the Products utilizing
the Properties or from any other rights granted hereunder ("Gross
Receipts") shall be applied in the following order and priority:

(a)     First, ACMG as the exclusive licensing agent, shall
be entitled to (deleted pursuant to request for
confidential treatment) of the Gross Receipts for
Domestic Licensing (United States).  For
International Territories ACMG will receive (deleted
pursuant to request for confidential treatment) of
the Gross Receipts.

(b)     Second, ACMG shall be reimbursed any outstanding
amount of expenses described in paragraph 5 above.


(c)     Third, all sums remaining after the payment to ACMG
of the sums specified in subparagraphs 8(a) and 8(b)
above shall be paid to funschool.com.


(d)     Upon the expiration or earlier termination of this
Agreement, ACMG shall (provided the Agreement has not
been terminated for ACMG's fraud, misrepresentation
or other tortuous or illegal conduct) continue to be
entitled to receive the foregoing fee and expenses
with respect to any License Agreements entered into
during the Term for the greater of (i) the actual
Term of each such License Agreement; or (ii) six (6)
months from the date of commencement of each such
License Agreement; provided ACMG continues to service
such License Agreements as provided in paragraph 4
above.


10.     "Key Representative".  It is hereby acknowledged that
funschool.com is a prior client from Joy Tashjian and
at such a time as Ms. Tashjian may no longer be with
ACMG, funschool.com shall have the right to terminate
it's Agreement with ACMG, funschool.com would remain
obligated to compensate ACMG for all ongoing
commitments in accordance with paragraph 3 of this
document.



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

American Champion Marketing Group, Inc.      funschool.com
                                             Corporation, Inc.


By: /s/ Joy Tashjian                         By: /s/ Kristen Johnson

    Joy Tashjian                                 Kristen Johnson
    President & CEO                              Executive VP of
                                                 Business Development

    2/14/00                                      2/14/00