<PAGE>

                                                                  FORM: NBAP
                                                                  TRADING CARDS


LICENSEE:  MARVEL ENTERTAINMENT GROUP, INC. RETAIL PRODUCT LICENSE AGREEMENT
ADDRESS:   Executive Plaza, Suite 300
           1120 Route 73
           Mt. Laurel, NJ  08054

         THIS RETAIL PRODUCT LICENSE AGREEMENT is entered into by NBA
Properties, Inc. ("NBAP"), with its principal office at 645 Fifth Avenue, New
York, New York 10022, and Marvel Entertainment Group, Inc. ("Marvel") on behalf
of its wholly-owned subsidiaries Fleer Corporation ("Fleer") and SkyBox
International, Inc. ("SkyBox") (collectively and individually, "LICENSEE"),
with regard to the commercial use by each LICENSEE of the names, logos,
symbols, emblems, designs and uniforms and all identifications, labels,
insignia or indicis thereof (the "Marks") of the National Basketball
Association (the "NBA") and its Member Teams (collectively, the "NBA Marks") in
combination with the names, nicknames, photographs, portraits, likenesses,
signatures or other identifiable features ("Attributes") of all current NBA
players. On the terms of this Agreement and subject to the attached NBAP
Standard Terms and Conditions, NBAP hereby grants to LICENSEE, and LICENSEE
hereby accepts, the non-exclusive (except as otherwise expressly provided in
this Agreement) right and license to use under the Fleer and SkyBox brands the
Marks of the Member Teams, the silhouetted dribbler logo (the "NBA Logo"), the
Marks of the NBA, NBA All-Star Weekend and NBA Playoffs and Finals
(collectively, the "Licensed Marks") in combination with the names, nicknames,
photographs, portraits, likenesses, signatures, NBA statistics and biographical
information (and such additional Attributes as NBAP may specifically approve on
a case-by-case basis from time-to-time) of all current (at the time of such
use) NBA players (on a group basis and to the extent NBAP can convey such
rights in accordance with the Group License Agreement between NBAP and the
National Basketball Players Association ("NBPA") (or its successor)) (the
"Licensed Attributes"), solely in connection with the manufacture,
distribution, advertisement, promotion and sale of the trading card products
described in Paragraph A below ("Licensed Products"). No license or right is
granted for the use of the Licensed Marks for any purpose other than on the
Licensed Products and in the distribution, advertisement, promotion and sale of
the Licensed Products in accordance with this Agreement.

A.       LICENSED PRODUCTS:  Trading card products as approved by NBAP.

         For each Contract Year during the Term, LICENSEE shall make * (*)
         trading card product "releases" (as defined in Paragraph 1 of the
         attached NBAP Standard Terms and Conditions) under the Fleer/SkyBox
         brands.

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*        Confidential treatment requested - portion has been omitted and filed
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B.       TERM:  August 1, 1998 to July 31, 2001 (the "Term").


C.       TERRITORY: The rights granted to LICENSEE hereunder shall be
         exercisable on a worldwide basis (the "Territory").

D.       ROYALTY RATES: LICENSEE shall pay monthly to NBAP a combined royalty
         and advertising and royalty payment (hereinafter referred to as
         "royalty") equal to *percent (*%) of "Net Sales" (as defined in
         Paragraph 1 of the attached NBAP Standard Terms and Conditions).

E.       MINIMUM GUARANTEES/REQUIREMENTS:

         (1)      Minimum Guarantees: LICENSEE guarantees that its aggregate
                  annual royalty payments to NBAP for each Contract Year under
                  this Agreement shall not be less than the amount set forth
                  opposite such Contract Year:

                  1st Contract Year         $*
                  2nd Contract Year         $*
                  3rd Contract Year         $*

                  *

         (2)      *:


         (3)      International Minimum Requirements: If at any time after the
                  1st Contract Year, LICENSEE shall fail to exercise its good
                  faith best efforts to distribute and sell Licensed Products
                  within any of the European, Asia Pacific and Latin American
                  International regions, NBAP shall have the right, upon thirty
                  (30) days written notice, to terminate LICENSEE's rights with
                  respect to the sale of Licensed Products in any such
                  particular international region for the balance of the Term.
                  LICENSEE shall be deemed not to have used its best efforts,
                  if NBAP can demonstrate that LICENSEE has generally failed to
                  make marketing and distribution efforts in support of the
                  Licensed Products as shall be required to enable retailers to
                  meet consumer demand for the Licensed Products. LICENSEE
                  acknowledges that LICENSEE's Minimum Guarantee obligations
                  under subparagraph (1) above shall not change or be affected
                  in any way in the event any of LICENSEE's rights to sell
                  Licensed Products is terminated pursuant to this
                  subparagraph.

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                                      -2-

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F.  ADVERTISING & PROMOTION:

         (1)      *

         (2)      Fleer shall exhibit, at its sole cost and expense, a fair and
                  representative selection of Licensed Products at the National
                  Sports Collectors Convention and every other trade show where
                  Fleer (in its discretion) exhibits licensed products.

G.  SELLING PRACTICES: LICENSEE acknowledges NBAP's legitimate and reasonable
    interest in protecting the value of the NBA Marks and maximizing the
    effectiveness of its advertising, promotion and distribution efforts by
    segmenting the classes of trade into which its licensees sell NBAP-licensed
    products. Therefore, LICENSEE shall only sell Licensed Products to a buyer
    that to its best knowledge, (i) purchases Licensed Products from LICENSEE
    solely for sale directly to the consumer and operates a retail
    establishment that supports the high quality and image of NBA officially
    licensed products with appropriate merchandising displays, promotion and/or
    customer service, or (ii) distributes to retailers that support the high
    quality and image of NBA officially licensed products with appropriate
    merchandising displays, promotion and/or customer service. LICENSEE
    acknowledges that a failure to comply with the selling practices set forth
    in this Paragraph shall cause significant harm to NBAP's efforts to
    effectively and efficiently distribute NBAP-licensed products.

AGREED TO AND ACCEPTED, subject                  AGREED TO AND ACCEPTED:
to and incorporating the attached NBAP           NBA PROPERTIES, INC.
Standard Terms and Conditions which 
the undersigned has read:
MARVEL ENTERTAINMENT GROUP, INC.                 By:/s/ Harvey E. Benjamin
                                                        Sr. Vice President, 
                                                        Business Affairs
By:/s/ August J. Liguori

Title: E.V.P.                                     Dated: 7/31/98









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*        Confidential treatment requested - portion has been omitted and filed
         separately with the Securities and Exchange Commission.

                                      -3-

<PAGE>


                       NBAP STANDARD TERMS AND CONDITIONS

1.  ADDITIONAL DEFINITIONS

         For the purposes of this Agreement:

        (a) "Contract Year" shall mean a twelve (12) month accounting period
            commencing August 1 and concluding July 31. The first Contract Year
            shall commence August 1, 1998.

        (b) "Counterfeit Goods" shall mean and include: (i) goods that bear any
            NBA Mark that has been reproduced and/or affixed without
            authorization from NBAP; (ii) goods that bear any NBA Mark produced
            by any source in excess of an amount ordered by an NBAP licensee;
            and (iii) goods that bear any NBA Mark that have been rejected by
            NBAP or an NBAP licensee and nevertheless enter the stream of
            commerce.

        (c) "Diverted Goods" shall mean and include any goods produced by
            someone acting on behalf of an NBAP licensee, which goods are not
            delivered by the producer to such licensee or to a person
            designated by such licensee to receive such goods.

        (d) "NBA Photo" means any photograph of a current NBA player taken by
            any party during an NBA game, competition, event or NBA-coordinated
            activity (e.g., Pre-Draft Camps, Rookie Orientation, player
            appearances etc.), or in which such a player is pictured in his NBA
            team or League-issued uniform or practice wear, or NBA-identified
            merchandise or setting.

        (e) "Net Sales" shall mean*

        (f) "Parallel Goods" shall mean and include Licensed Products
            transferred outside of the Territory or brought into the Territory
            in violation of this Agreement.

        (g) "Premium" shall mean anything given free or sold at substantially
            less than its usual selling price (but does not include sales made
            pursuant to periodic price reductions resulting from "specials,"
            "sales," or volume pricing discounts) for the purpose of increasing
            the sale of, or publicizing, any product or service, or other
            giveaway or promotional purpose. Other giveaway or promotional
            purposes include, but are not limited to, self-liquidating offers,
            uses of Licensed Products as sales force or trade incentives and
            sales of Licensed Products through distribution schemes involving
            earned discounts or "bonus" points based on the consumer's use of
            the offeror's product or service.

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     separately with the Securities and Exchange Commission.


                                      -4-

<PAGE>


         (h)      "Release" means each series of a Licensed Product issued in
                  series (for example, NBA Hoops Series I and NBA Hoops Series
                  II would each be counted as a release) and each Licensed
                  Product not issued in series (for example, Flair Showcase
                  would be counted as a release).

         (i)      "Set" means all cards in all series of a Licensed Product
                  issued in series and in each Licensed Product not issued in
                  series.

2. TEAM REPRESENTATION: LIMITATIONS ON LICENSE

         (a)      Unless otherwise approved in writing by NBAP, each NBA Set
                  must include individual cards of a minimum of six (6) players
                  form each Member Team and utilize the respective team's full
                  logo on a mutually agreeable location on the card. All
                  designs of the Licensed Products using the Licensed Marks,
                  including any packages, containers or tags, shall be subject
                  to NBAP's prior written approval and shall be used solely in
                  furtherance of this Agreement, and such designs will not be
                  used in any other respect by LICENSEE nor will LICENSEE
                  authorize any third party to use such designs.
                  Notwithstanding the foregoing, NBAP acknowledges that
                  LICENSEE may hold other licenses pursuant to which LICENSEE
                  manufactures, distributes or sells products similar in design
                  to the Licensed Products and nothing in this Agreement is
                  intended to prohibit LICENSEE's manufacture, distribution or
                  sale of such products not bearing or relating to the Licensed
                  Marks.

         (b)      LICENSEE acknowledges that nothing contained herein shall be
                  construed as granting to any photographer engaged by LICENSEE
                  the right to enter any NBA arena for the purpose of
                  photographing game action, it being understood that NBAP does
                  not control arena access. Upon LICENSEE's request, NBAP shall
                  provide LICENSEE with reasonable amounts of NBA Photos for
                  use by LICENSEE in the production of the Licensed Products;
                  such NBA Photos to be provided to LICENSEE at NBAP's
                  prevailing search and edit charges for NBAP licensees.

3. STATEMENTS AND PAYMENTS: REPORTING

         (a)      Statement and Payments: By the fifteenth (15th) day following
                  the end of each month, LICENSEE shall wire transfer to NBAP
                  the "Monthly Minimum Payment" (as defined below), and within
                  fifteen (15) days (i.e., by the 30th day following the end of
                  each month) of each such payment, Fleer and SkyBox shall each
                  furnish (on forms provided by or approved by NBAP) full and
                  accurate statements (on a country-by-country and brand
                  basis), certified by an officer of each respective company,
                  showing all information relating to the calculation of Net
                  Sales for the preceding month. Simultaneously with the
                  submission of such statement, each company shall wire
                  transfer to NBAP the overage, if any, with respect to the
                  Monthly Minimum Payment made and the actual earned royalty
                  required for the preceding month. The minimum amount of each
                  monthly royalty


                                      -5-

<PAGE>



                  payment shall be the amount which, when added to payments of
                  royalties previously made for the Contract Year, shall be
                  equal to one-twelfth (8.34%) of the Minimum Guarantee for
                  such Contract Year required under Paragraph E above,
                  multiplied by the number of calendar months then elapsed (the
                  minimum payments under this sentence shall be collectively
                  referred to as the "Monthly Minimum Payment"). Aggregate
                  royalties paid each Contract Year may exceed the Minimum
                  Guarantee for such Contract Year. Such monthly statements
                  shall be furnished and the required payments made by LICENSEE
                  whether or not there are any Net Sales for that month. All
                  payments made by LICENSEE to NBAP under this Agreement shall
                  be made free and clear of, and without deduction or
                  withholding for or on account of, any income, stamp or other
                  taxes, charges, fees, deductions or withholdings. If any such
                  taxes, charges, fees, deductions or withholdings are required
                  by law to be withheld from any amounts payable to NBAP
                  hereunder, the amounts so payable shall be increased to the
                  extent necessary to yield to NBAP the amounts specified in
                  this Agreement. All payments shall be in U.S. dollars, from a
                  U.S. source approved by NBAP. All computations and payments
                  shall be in U.S. dollars, at the spot rate for the local
                  currency as published in the Wall Street Journal for the last
                  business day of the preceding month. If LICENSEE shall fail
                  to timely pay any amount due under this Paragraph, LICENSEE
                  shall pay interest on such amount at a rate equal to the
                  lesser of (i) * percent (*%) per annum over the highest prime
                  rate (announced by Chase Bank, New York branch) prevailing
                  during the period between the date the payment first became
                  due and the date such payment is actually paid or (ii) the
                  highest rate permitted by law during the period between the
                  date the payment first became due and the date such payment
                  is actually paid. The receipt or acceptance by NBAP of any of
                  the statements furnished or royalties paid by LICENSEE
                  (including the cashing of any royalty checks) shall not
                  preclude NBAP from questioning their accuracy, auditing
                  LICENSEE's books and records pursuant to Paragraph 12 or
                  claiming any shortfall in royalty payments, or advertising
                  and promotion payments all during the Term and for a period
                  of two (2) years after the expiration or termination hereof.
                  In order to assist with NBAP's annual budget process, by
                  April 15 of each Contract Year, each LICENSEE company shall
                  deliver a statement detailing its projections for sales of
                  each Licensed Product for the following Contract Year, broken
                  down on a quarterly basis. If LICENSEE fails to comply with
                  the reporting and payment requirements contained in this
                  Paragraph, subject to notice and opportunity to cure as
                  provided under Paragraph 13(a) below, NBAP may charge
                  LICENSEE, as liquidated damages, * U.S. dollars (USD *) for
                  each instance of non-compliance with this Paragraph.



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         separately with the Securities and Exchange Commission.


                                      -6-

<PAGE>


         (b)      Cross-Collateralization: Any royalty payment for Licensed
                  Product sold shall only be applied against the Minimum
                  Guarantee for the Contract Year in which such Licensed
                  Product was sold (i.e., any shortfall in, or payment in
                  excess of, the Minimum Guarantee for a Contract Year may not
                  be offset or credited against the Minimum Guarantees for any
                  other Contract Year or against any other NBA license
                  (including premium license agreements entered into pursuant
                  to Paragraph 5 hereof) held by LICENSEE).

4. NON-RESTRICTIVE GRANT; RIGHTS RESERVED

         Nothing in this Agreement shall prevent NBAP from granting any other
         licenses and rights. All rights not specifically granted in this
         Agreement are expressly reserved by NBAP. No right of renewal or
         option to extend is granted or implied and LICENSEE shall have no
         right to continue manufacturing or selling Licensed Products or to
         continue holding itself out as a licensee of NBAP after the expiration
         or termination of this Agreement except as provided in Paragraph 14.

5. PREMIUMS

         Licensed Products shall not be used as a Premium without the prior
         written approval of NBAP in each instance and unless specifically
         authorized pursuant to a separate agreement with NBAP. Nothing in this
         Agreement shall prohibit LICENSEE from marketing Licensed Products
         using creative techniques consistent with industry practice,
         including, but not limited to, periodic "specials," "sales," or volume
         discount prices, so long as all receipts are accounted for in Net
         Sales and in accordance with this Agreement.

6. GOODWILL

         LICENSEE recognizes that (i) a portion of the value of the NBA Marks
         is attributable to goodwill, (ii) the goodwill attached to the NBA
         Marks belongs exclusively to NBAP, the NBA and its Member Teams and
         (iii) that such NBA Marks have secondary meanings in the minds of the
         public. LICENSEE shall not, during the Term or thereafter, challenge
         (y) the property rights of the Member Teams, whether severally owned
         or held in association as the NBA, or NBAP's property rights, in and
         to NBA Marks, or (z) the validity, legality or enforceability of this
         Agreement.

7. PROTECTION OF RIGHTS

         (a)      Unauthorized Activities: LICENSEE shall promptly notify NBAP
                  in writing of any infringements of the Licensed Marks or the
                  Licensed Products or the sale of any Licensed Products
                  outside the Territory (e.g., unauthorized
                  importation/exportation of goods) which may come to
                  LICENSEE's attention. NBAP shall have the sole right to
                  determine whether or not any action shall be taken on account
                  of any such infringement or unauthorized
                  importation/exportation. LICENSEE agrees not to contact any
                  third party engaging in the aforementioned activities, not to
                  make any demands for claims

                                      -7-

<PAGE>

                  and not to institute any suit or action on account of such
                  infringement or unauthorized importation/exportation without
                  obtaining the express prior written permission of NBAP in
                  each instance. In the event NBAP grants such permission and
                  LICENSEE institutes such a suit or takes other action,
                  LICENSEE shall bear all direct out-of-pocket costs and
                  expenses of such action and NBAP shall reasonably cooperate
                  with LICENSEE at LICENSEE's expense.

         (b)      Assistance in Protecting Marks: LICENSEE shall cooperate to
                  the fullest extent reasonably necessary to assist NBAP in the
                  protection of the rights of NBAP, the NBA and the Member
                  Teams in and to the Licensed Marks. NBAP shall reimburse
                  LICENSEE for any reasonable out-of-pocket costs actually
                  incurred by LICENSEE in providing such cooperation and
                  assistance. LICENSEE shall reasonably cooperate with NBAP in
                  its enforcement efforts, including being named by NBAP as a
                  complainant in any action against an infringer and NBAP shall
                  bear all LICENSEE's direct out-of-pocket costs and expenses
                  of being named a complainant and otherwise cooperating with
                  NBAP in any such action. LICENSEE shall pay to NBAP, and
                  waives all claims to, all damages or other monetary relief
                  recovered in any such NBAP-initiated action by reason of a
                  judgment or settlement (other than for reasonable attorneys'
                  fees and expenses incurred at NBAP's request) whether or not
                  such damages or any part of such damages represent or are
                  intended to represent injury sustained by LICENSEE.

         (c)      Ownership of Marks: LICENSEE acknowledges that NBAP and/or
                  the Member Teams are the exclusive owners of the Licensed
                  Marks. Any intellectual property rights in the Licensed Marks
                  that may accrue to LICENSEE shall inure to the benefit of
                  NBAP and shall be assigned to NBAP upon its request. Any
                  copyright, trademark or service mark used or procured by
                  LICENSEE with respect to or involving the Licensed Marks,
                  derivations or adaptations of the Licensed Marks, or any
                  word, symbol or design which is similar to the Licensed Marks
                  so as to suggest association with or sponsorship by the NBA,
                  one of its Member Teams or any of their affiliates, shall be
                  procured for the benefit of and in NBAP's name, at NBAP's
                  expense, notwithstanding their creation by LICENSEE. LICENSEE
                  shall take all necessary steps to secure an assignment to
                  NBAP of the copyright from a creator of work that is not
                  work-for-hire. Any copyright, trademark or service mark
                  affecting or relating to the Licensed Marks already procured
                  or applied for shall be assigned to NBAP. LICENSEE shall
                  supply NBAP with any necessary supporting materials required
                  to obtain copyright or trademark registrations of any
                  copyrights or trademarks required to be assigned to NBAP
                  under this Agreement at NBAP's expense.

         (d)      Notices, Labeling and Records: In every instance in which any
                  Licensed Mark is used free-standing in any Licensed Product
                  or promotional materials design (i.e., not appearing as
                  embodied in or on a uniform, equipment, etc.), LICENSEE shall
                  include the notice "TM," "(R)," or "(C)" or such other
                  copyright, trademark or service mark notices (including the
                  form, location and content of such notices) as



                                      -8-
<PAGE>


                  NBAP may from time-to-time designate. In addition, the
                  following general notice (in the English language, and in the
                  language of any foreign country where the Licensed Products
                  will be sold subject to space limitations and the
                  requirements of local law) must be included on the packaging
                  of the Licensed Product:

                           "The NBA and individual NBA member team
                           identifications reproduced on this product are
                           trademarks and copyrighted designs, and/or other
                           forms of intellectual property, that are the
                           exclusive property of NBA Properties, Inc. and the
                           respective NBA member teams and may not be used, in
                           whole or in part, without the written consent of NBA
                           Properties, Inc."

                  LICENSEE shall: (i) cause all Licensed Products to bear the
                  NBA Logo together with the NBAP (C) notice in such place, and
                  in such prominence, as NBAP may designate from time-to-time,
                  (ii) include on the product box and wrapper the "Official
                  Licensed Product" logo and the NBAP (C) notice in such place,
                  and in prominence, as NBAP may designate from time-to-time,
                  (iii) faithfully comply with and adhere to NBAP's mandatory
                  hologram "Official Licensed Product" identification system or
                  such system(s) as NBAP may from time-to-time require
                  including, but not limited to, identification devices on
                  individual cards, shipment tracking, identification and
                  anti-counterfeiting systems, stickers, and labels that NBAP
                  may establish from time-to-time, (iv) unless approved in
                  writing by NBAP, not cross-license or otherwise use other
                  licensed properties or other Marks with the Licensed Products
                  or Licensed Marks, and (v) keep appropriate records, and
                  advise NBAP upon its request, of the date when each of the
                  Licensed Products is first placed on sale or sold in each
                  country of the Territory and the date of first use in each
                  country of each different Licensed Mark on the Licensed
                  Products and any promotional or packaging materials.

         (e)      Recordation and Registered User Applications: With respect to
                  these countries in which one or more LICENSEE's may
                  distribute and which require applications to register the
                  distributing LICENSEE as a permitted or registered user of
                  the Licensed Marks, or which require the recordation of this
                  Agreement, such LICENSEE shall execute and deliver to NBAP
                  such applications, agreements or other documents as may be
                  necessary. In such event, this Agreement rather than such
                  agreements will govern any disputes between LICENSEE and
                  NBAP, and when this Agreement expires or is terminated, any
                  such other agreement shall also be deemed expired or
                  terminated.

         (f)      Licensee Trade Names and Trademarks: Fleer and SkyBox shall
                  each permanently affix labeling on its respective Licensed
                  Product or its packaging, indicating its name, trade name and
                  address so that the public can identify the supplier of the
                  Licensed Product. Prior to any distribution or sale of any
                  Licensed Product, each company shall advise NBAP in writing
                  of its trade names or

                                      -9-
<PAGE>


                  trademarks used on Licensed Products and the proposed
                  placement of such trade names and trademarks on the Licensed
                  Products. Each company shall only sell Licensed Products
                  under mutually agreed upon trade names or trademarks and with
                  approved copyrighted designs, shall not incorporate the
                  Licensed Marks into its corporate or business name or
                  trademark in any manner whatsoever and shall place its trade
                  names and trademarks on Licensed Products only as approved by
                  NBAP. NBAP acknowledges that it shall acquire no rights in
                  any LICENSEE trade names or trademarks used hereunder. If
                  requested by NBAP, each company shall supply NBAP, in advance
                  of shipping any Licensed Products, with at least twelve (12)
                  copies of each type of its stickers, products labels and
                  other markings of origin for use in identifying and
                  authenticating Licensed Products in the marketplace. LICENSEE
                  shall not use, whether during or after the Term, any Marks:
                  (i) in connection with the Licensed Marks without NBAP's
                  authorization, (ii) confusingly-similar to the Licensed
                  Marks, or (iii) intended to relate or refer to the Licensed
                  Marks, the Member Teams or events involving Member Teams.

8. INDEMNIFICATIONS

         (a)      LICENSEE shall be solely responsible for, and shall defend,
                  hold harmless and indemnify NBAP, NBA Entertainment, Inc.
                  ("NBAE"), the NBA and its Member Teams and the NBPA and their
                  respective affiliates, owners, directors, governors,
                  officers, employees and agents (collectively "NBA Parties")
                  against any claims, demands, causes of action or damages,
                  including attorneys' fees (collectively, "Claims"), arising
                  out of: (i) any act or omission of LICENSEE, any Third Party
                  Contributor (as defined in Paragraph 11(b) below) or any
                  other entity acting on LICENSEE's behalf (whether or not
                  approved by NBAP pursuant to this Agreement), (ii) any breach
                  of this Agreement by LICENSEE, any Third Party Contributor or
                  any other entity acting on LICENSEE's behalf (whether or not
                  approved by NBAP pursuant to this Agreement), (iii) the
                  manufacture, distribution, advertisement, promotion, sale,
                  possession or use of any Licensed Product (including, but not
                  limited to, claims relating to (w) any defect (whether
                  obvious or hidden and whether or not present in any sample
                  approved by NBAP) in a Licensed Product or in any packaging
                  or other materials (including advertising materials), (x) any
                  alleged injuries to persons or property, (y) any infringement
                  of any rights of any other person or entity or (z) the
                  alleged failure by LICENSEE to comply with applicable laws,
                  regulations and standards or the terms of the NBAP Code of
                  Conduct, as amended from time to time by NBAP (the "Code of
                  Conduct"), attached hereto as Exhibit A) or (iv) any claim
                  that any Licensed Product or element thereof (other than the
                  Licensed Marks, Licensed Attributes, NBA Photos or other
                  material supplied to LICENSEE by NBAP) violates or infringes
                  upon the trademark, copyright or other intellectual property
                  rights (including trade dress and rights of publicity and
                  privacy) of a third party, provided LICENSEE is given prompt
                  written notice of and shall have the option to undertake and
                  conduct the defense of any such Claim. In any instance to
                  which the foregoing indemnities pertain, NBAP shall cooperate
                  fully with and assist

                                     -10-

<PAGE>



                  LICENSEE in all respects in connection with any such defense.
                  LICENSEE shall reimburse NBAP for all reasonable
                  out-of-pocket costs actually incurred by NBAP in connection
                  with such cooperation and assistance. In any instance to
                  which indemnities pertain, LICENSEE shall not enter into a
                  settlement of such Claim or admit liability or fault without
                  NBAP's prior written approval. LICENSEE shall obtain and
                  maintain product liability insurance providing protection for
                  the NBA Parties against any Claims arising out of any alleged
                  defects in the Licensed Products or any use of the Licensed
                  Products, in the amount of one million dollars ($1,000,000)
                  (including the amount of the deductible). Such insurance
                  shall be carried by an insurer with a rating by A.M. Best &
                  Co. of A-7 or other rating satisfactory to NBAP. Such
                  insurance policy shall also provide that NBAP receive written
                  notice within thirty (30) days prior to the effective date of
                  the cancellation, non-renewal or any material change in
                  coverage. In the event that LICENSEE fails to deliver to NBAP
                  a certificate of such insurance evidencing satisfactory
                  coverage prior to NBAP's execution of this Agreement, NBAP
                  shall have the right to terminate this Agreement at any time.
                  Such insurance obligations shall not limit LICENSEE's
                  indemnity obligations, except to the extent that LICENSEE's
                  insurance company actually pays NBAP amounts which LICENSEE
                  would otherwise be obligated to pay NBAP.

         (b)      NBAP shall be solely responsible for, and shall defend, hold
                  harmless and indemnify LICENSEE, its directors, officers,
                  employees and agents against any Claims arising out of (i) a
                  claim that the use, as specifically approved by NBAP in
                  accordance with the terms of this Agreement, of the Licensed
                  Marks, Licensed Attributes, NBA Photos or other material
                  supplied to LICENSEE by NBAP (collectively, "Licensed
                  Materials") violates or infringes upon the trademark,
                  copyright or other intellectual property rights (including
                  trade dress) of a third party in or to the Licensed Marks,
                  (ii) a claim that the use, as specifically approved by NBAP
                  in accordance with the terms of this Agreement, of the
                  Licensed Attributes, NBA Photos or other material supplied to
                  LICENSEE by NBAP on Licensed Products, or in advertising or
                  promotional materials, as specifically approved by NBAP
                  violates or infringes upon the right of privacy or right of
                  publicity of, or libels or defames, any NBA player or (iii)
                  any breach of this Agreement by NBAP, provided NBAP is given
                  prompt written notice of and shall have the option to
                  undertake and conduct the defense of any such Claim. In any
                  instance to which the foregoing indemnities pertain, LICENSEE
                  shall cooperate fully with and assist NBAP in all respects in
                  connection with any such defense. NBAP shall reimburse
                  LICENSEE for all reasonable out-of-pocket expenses actually
                  incurred by LICENSEE in connection with such cooperation and
                  assistance. In any instance to which such indemnities
                  pertain, NBAP shall not enter into a settlement of such Claim
                  or admit liability or fault without LICENSEE's prior written
                  approval. NBAP shall have the right, within seventy (70) days
                  of LICENSEE's commencement of production of Licensed Products
                  bearing such marks, to advise LICENSEE that one or more Marks
                  of a Member Team (other than the team's name or logo) are not
                  covered by this Paragraph 8(b),

                                     -11-

<PAGE>


                  whereupon any continued use of said Mark by LICENSEE shall be
                  at LICENSEE's sole risk. If as a consequence of NBAP's breach
                  of this Agreement or a Claim (for which it is entitled to
                  indemnification by NBAP under this Paragraph) LICENSEE is
                  restrained from use of any Licensed Materials and such
                  restraint has had a material adverse effect on LICENSEE's
                  Licensed Product sales, NBAP and LICENSEE shall in good faith
                  confer with respect to an equitable adjustment to LICENSEE's
                  obligations under this Agreement. If NBAP and LICENSEE are
                  unable to agree on the equitable adjustment, then the parties
                  shall proceed in accordance with the process set forth in
                  subparagraph 22(a) below.

9. QUALITY; APPROVALS; SAMPLES

         LICENSEE shall cause the Licensed Products to meet and conform to high
         standards of style, quality and appearance, consistent with their
         price point. In order to assure NBAP that it is meeting such standards
         and other provisions of this Agreement, LICENSEE shall comply with the
         following:

         (a)      Pre-Production: Before commercial production and distribution
                  of any Licensed Product, each LICENSEE shall submit to NBAP
                  all its proposed set/subset themes, composition, package
                  configurations, card designs, card copy, statistical
                  information, photographs, composite matchprints, packaging
                  and displays. LICENSEE acknowledges that NBA Photos not
                  obtained directly through NBAP's photo services shall not be
                  approved for use on Licensed Product or in NBA-identified
                  promotional materials. All submissions under this Paragraph
                  shall be accompanied by forms supplied by NBAP, using one (1)
                  form for each submission and filling in all necessary
                  information, and all NBA Photos submitted for approval must
                  include the photograph identification number (e.g., 95 NSBB
                  12345) assigned to each photograph by NBAP's photo services.
                  NBAP shall approve or disapprove in writing all submissions,
                  in its good faith exercise of sole discretion, before the
                  LICENSEE shall be entitled to distribute, advertise, use,
                  produce commercial quantities of or sell any item relating to
                  any such submission. Any article actually submitted and not
                  disapproved in writing within thirty (30) days after receipt
                  by NBAP shall be deemed approved. In the event of a
                  disapproval, NBAP shall set forth its reasons with enough
                  specificity that LICENSEE shall be able to remedy the defect
                  if curable. Approval of an article by one company which uses
                  particular artwork does not imply approval of such artwork
                  with a different article, by another company or of such
                  article with different artwork. LICENSEE acknowledges that
                  NBAP's approval of an article does not imply approval of any
                  non-NBA controlled elements contained in any article. After a
                  sample of an article has been approved, it shall not be
                  materially changed without resubmission of the modified
                  article for NBAP's written approval.

                                     -12-
<PAGE>

         (b)      Production Samples: Before selling or distributing any
                  Licensed Product, each company shall furnish NBAP with, at no
                  charge, for its files two (2) sample complete sets from the
                  first production run of each product line. If such samples do
                  not conform in all material respects to the Licensed Product
                  as approved or if the quality of such sample does not meet
                  the requirements of this Paragraph 9, NBAP shall notify the
                  LICENSEE and such article shall not be considered a Licensed
                  Product, be deemed unapproved and all such articles shall be
                  promptly destroyed unless such articles may be remedied to
                  NBAP's satisfaction. Each card LICENSEE shall also furnish
                  NBAP, free of charge and with no right of resale, with: (i)
                  five (5) "base cases" (i.e., a 20-box case with 36 packs of
                  cards per box and 12 cards per pack) of each product line
                  within thirty (30) days of production; (ii) twenty (20)
                  complete sets in binders; and (iii) any additional pieces of
                  Licensed Product as may reasonably be required by NBAP to
                  promote the sale of Official Licensed Products (e.g., for
                  NBAP's display room, advertisements, catalogs, mailers,
                  product placement and trade shows) or for comparison with
                  earlier samples. In addition, each LICENSEE shall provide
                  NBAP with any additional pieces of Licensed Product as may be
                  required for the permanent use of the Member Teams; for each
                  card LICENSEE not to exceed two (2) base cases per product
                  line per Member Team. If NBAP wishes to purchase further
                  quantities of any Licensed Products for resale, LICENSEE
                  shall sell such Licensed Products to NBAP at the lowest price
                  LICENSEE charges for similar quantities sold to its preferred
                  customers and LICENSEE shall pay royalties on such sales. If
                  NBAP wishes to purchase mutually acceptable quantities of
                  Licensed Products for giveaway purposes and not for resale,
                  LICENSEE shall sell the Licensed Products to NBAP at
                  LICENSEE's direct manufacturing costs for such Licensed
                  Products and LICENSEE shall not be required to pay royalties
                  on such sales to NBAP.

         (c)      Rejections and Non-Compliance: All submissions or samples not
                  approved by NBAP shall promptly be destroyed by the LICENSEE
                  except as otherwise provided by NBAP. The LICENSEE shall
                  advise NBAP regarding the time and place of such destruction
                  (in sufficient time to arrange for an NBAP representative to
                  witness such destruction, if NBAP so desires) and such
                  destruction shall be attested to a certificate signed by one
                  of LICENSEE's officers and submitted to NBAP within fifteen
                  (15) days of the date on which the sample was not approved.
                  In the event of a LICENSEE's unapproved or unauthorized
                  manufacture, distribution, use or sale of any products or
                  materials bearing the Licensed Marks, including promotional
                  materials, or the failure of a LICENSEE to comply with the
                  material provisions of Paragraphs 7(d), 7(f), 9 (after
                  receiving notice and opportunity to cure, if curable, as
                  provided under Paragraph 13(d) below), or 11(c), NBAP shall
                  have the right to: (i) immediately revoke that LICENSEE's
                  right with respect to any Licensed Product licensed under
                  this Agreement, and/or (ii) at the LICENSEE's expense,
                  confiscate or order the destruction of such unapproved,
                  unauthorized or non-complying products. In the event NBAP
                  exercises its rights under (i) above, LICENSEE shall pay all
                  royalties and

                                     -13-
<PAGE>

                  Minimum Guarantees due NBAP with respect to the Licensed
                  Product for which right have been revoked. Such rights(s)
                  shall be without prejudice to any other rights NBAP may have
                  under this Agreement or otherwise.

         (d)      Testing: Both before and after Licensed Products are put on
                  the market, each LICENSEE shall follow reasonable and proper
                  procedures for testing the Licensed Products for compliance
                  with laws, regulations, standards and procedures, and shall
                  permit NBAP (upon reasonable notice during reasonable
                  business hours and no more than once a year) to inspect its
                  and its authorized manufacturer's testing, manufacturing and
                  quality control records, procedures and facilities and to
                  test or sample Licensed Products for compliance with this
                  Paragraph and the other terms and conditions of this
                  Agreement. Licensed Products found by NBAP at any time not to
                  comply with applicable laws, regulations, standards and
                  procedures shall be deemed unapproved, even if previously
                  approved by NBAP, and shall not be shipped unless and until
                  the LICENSEE can demonstrate to NBAP's satisfaction that such
                  Licensed Products have been brought into full compliance.

         (e)      Revocation of Approval: In the event that (i) the quality,
                  appearance or style of any Licensed Product previously
                  approved by NBAP ceases to be acceptable to NBAP, or (ii)
                  there is an event or occurrence relating to any player
                  depicted in a Licensed Product which, in the good faith
                  opinion of NBAP, defames or brings into disrepute, or
                  reflects unfavorably upon NBAP, the NBA or any of its Member
                  Teams, then, in any such event, NBAP shall have the right, in
                  its sole discretion, to withdraw its approval of such
                  Licensed Product. In the event of such a withdrawal pursuant
                  to (i), LICENSEE shall as soon as practicable cease the
                  printing of such Licensed Product and shall have a six (6)
                  month sell-off period an equitable adjustment to the minimum
                  guarantee for such Licensed Product. In the event of such a
                  withdrawal pursuant to (ii), LICENSEE shall cease the
                  advertising of the Licensed Product and, as soon as
                  practicable, shall cease the printing of such Licensed
                  Product and the parties shall negotiate in good faith for a
                  reasonable sell-off period for such Licensed Product. If, in
                  the good faith judgment of NBAP, the sell-off of such
                  Licensed Product is likely to defame, bring into disrepute,
                  or reflect unfavorably upon NBAP, the NBA, or any of its
                  Member Teams, then LICENSEE shall destroy its remaining
                  inventory of such Licensed Product. In either case, the
                  parties shall also negotiate an equitable adjustment to the
                  minimum guarantee for such Licensed Product. If there are
                  other Licensed Products for which approval has not been
                  withdrawn under this subparagraph, then this Agreement shall
                  remain in full force and effect as to such other Licensed
                  Products. LICENSEE shall notify NBAP in writing of any
                  Licensed Products deleted from its product lines.

                                     -14-

<PAGE>

10. PROMOTIONAL MATERIAL; LIST GENERATION

         LICENSEE shall not use the Licensed Marks or Licensed Attributes, or
         any reproduction of the Licensed Marks or Licensed Attributes in any
         advertising, promotion or display material or in any other manner
         whatsoever without prior written approval from NBAP. Each LICENSEE
         shall furnish to NBAP, free of charge, in a computer readable form or
         such other format reasonably acceptable to NBAP, the names, addresses,
         telephone numbers and any other consumer information furnished to, and
         maintained by, it resulting from participation in any sweepstakes,
         promotion or direct mail solicitation conducted by it and featuring
         the Licensed Products or NBA Marks (and which information NBAP shall
         have the right to use for its marketing and research efforts as it
         deems appropriate). Under no circumstances will "lotteries," "games of
         chance" or any other type of promotion which NBAP believes reflects
         unfavorably upon the NBA or its Member Teams be approved. All copy and
         material depicting or using the Licensed Marks or Licensed Attributes
         (including display and promotional material, catalogs and press
         releases) shall be submitted for approval well in advance of
         production (but in no event less than ten (10) business days prior to
         the start of commercial production) to allow adequate time for NBAP,
         in its sole discretion, to approve, disapprove or comment upon such
         materials and for any required changes to be made. By way of example,
         no television or cinema advertising containing any Licensed Mark or
         licensed Attribute may be used unless it has been approved in all
         stages (i.e., creative concept, script, storyboard, production
         "rough-cut" and final version). Unless otherwise approved by NBAP, any
         NBA Photo or NBA game action footage that LICENSEE uses in connection
         with the Licensed Products must be obtained from NBAE and shall be
         subject to NBAE's prevailing search and edit charges for NBAE
         licensees and NBAP's cost of providing such footage. Any promotional
         material submitted that is not approved or disapproved in writing by
         NBAP within ten (10) days of its receipt by NBAP shall be deemed
         approved by NBAP. In the event of a disapproval, NBAP shall set forth
         in writing the reasons therefore with reasonable specificity.

11. DISTRIBUTION; COMPLIANCE

         (a)      Distribution: LICENSEE shall use commercially reasonable
                  efforts to distribute and sell, within and throughout the
                  Territory, the Licensed Products in such manner as may be
                  required to meet competition by reputable manufacturers of
                  similar articles. LICENSEE shall make and maintain adequate
                  arrangements for the distribution and timely delivery of
                  Licensed Products to retailers within and throughout the
                  Territory. In the event NBAP advises a particular LICENSEE
                  that a special promotional effort is to take place in an
                  individual store or chain in a region in which it has
                  distribution rights, such LICENSEE shall use commercially
                  reasonable efforts to sell its Licensed Products to said
                  store or chain. In addition, each LICENSEE shall give the
                  Licensed Products wide distribution and


                                     -15-

<PAGE>

                  shall not, in accordance with the selling practices set forth
                  in this Agreement, refrain for any reason from selling
                  Licensed Products to any retail outlet within its Territory
                  that may desire to purchase Licensed Products and whose
                  credit rating, marketing image and past experience with
                  LICENSEE, if any, warrants such sale.

         (b)      Third Party Contributors: If a LICENSEE desires to use a
                  third party manufacture or distributor (each, a "Third Party
                  Contributor") in connection with the manufacturing of all or
                  any part of, or the distribution of, any Licensed Product,
                  such LICENSEE must first notify NBAP of the name and address
                  of such proposed Third Party Contributor and of the Licensed
                  Product LICENSEE desires such Third Party Contributor to
                  manufacture or distribute. NBAP shall have the right, in its
                  sole discretion, to withhold approval of any proposed Third
                  Party Contributor and may predicate its approval on any terms
                  or conditions NBAP shall determine in its sole discretion.
                  LICENSEE may not use a Third Party Contributor in connection
                  with the manufacture of all or any part of, or the
                  distribution of, any Licensed Product prior to receiving such
                  approval from NBAP. If any of LICENSEE's Third Party
                  Contributors uses the Licensed Marks or Licensed Attributes
                  for any unauthorized purpose, LICENSEE shall cooperate fully
                  with NBAP in stopping, such unauthorized use. Attached as
                  Schedule A is a true and complete list of all Third Party
                  Contributors currently authorized by NBAP as of the date of
                  execution of this Agreement. Any change by a LICENSEE from a
                  Third Party Contributor previously approved by NBAP shall
                  require approval in accordance with this Paragraph.

         (c)      Counterfeit, Diverted and Parallel Goods: LICENSEE
                  understands and acknowledges the meanings of "Counterfeit
                  Goods," "Diverted Goods" and "Parallel Goods" as set forth in
                  Paragraph 1 above and LICENSEE shall not authorize or
                  knowingly permit the creation of any such goods by its
                  employees, agents, representatives or any others operating
                  under its direction, supervision or control and involving the
                  NBA Marks. LICENSEE shall stamp on all invoices, and shall
                  require its own affiliated distributor to stamp on its
                  invoices, a prominent legend that states that the Licensed
                  Products are allowed to be sold only within the Territory. In
                  the event NBAP has good cause to believe that any of
                  LICENSEE's authorized distributors, agents and customers are
                  not observing territorial limits, LICENSEE shall, at the
                  request of NBAP, inquire as to whether such party or parties
                  are observing territorial limits and shall report in writing
                  to NBAP the results of such inquiries. LICENSEE shall notify
                  NBAP of all orders from, or on behalf of, a customer who
                  LICENSEE knows is located outside the Territory or has good
                  cause to believe intends to resell the Licensed Products
                  outside the Territory. If LICENSEE sells Licensed Product
                  outside the Territory, or to a customer that it knows to 

                                     -16-

<PAGE>


                  be reselling the Licensed Product outside the Territory,
                  LICENSEE shall pay all NBAP's costs and expenses, including
                  attorney's fees, required to remove such goods from the
                  marketplace. Such right of reimbursement shall be in addition
                  to, and not in lieu of, such other rights and relief
                  (including injunctive relief) as may be available to NBAP.

         (d)      Selling, Distributing and Reporting: In the event any
                  LICENSEE sells or distributes other sports-related licensed
                  merchandise of a similar grade or quality as the Licensed
                  Products, but which do not bear any of the Licensed Marks, it
                  will not discriminate, in a manner which adversely impacts
                  the Licensed Products, in the granting of commissions and
                  discounts to salesmen, dealers and distributors between the
                  Licensed Products and the licensed products of any third
                  party. A LICENSEE may not package its Licensed Products in
                  combination with other of its products, whether similar or
                  different, without the prior written approval of NBAP which
                  shall not be unreasonably withheld. In the event a LICENSEE
                  has employed selling or reporting methods which circumvent or
                  reduce the royalty or other payment or reporting obligations
                  contained in this Agreement, NBAP may, in addition to any
                  other rights and remedies it may have, at its option and upon
                  fifteen (15) days' prior written notice, adjust the minimum
                  royalty per unit so that LICENSEE's payment or reporting
                  obligations are the same as if such practice had not been
                  employed.

         (e)      Shipping and Anti-Counterfeiting Compliance: Each LICENSEE
                  shall at all times conduct all aspects of its business in a
                  fair and reasonable manner and in compliance with all
                  shipment tracking, identification and anti-counterfeiting
                  systems and labels that NBAP may establish from time-to-time
                  and all applicable laws, government rules and regulations,
                  court and administrative decrees and the highest standard of
                  business ethics then prevailing in the industry.

         (f)      Conduct Requirements: LICENSEE represents and warrants to
                  NBAP that LICENSEE shall faithfully comply with and adhere
                  to, and LICENSEE shall take all steps necessary to ensure
                  that all Third Party Contributors shall faithfully comply
                  with and adhere to, all of the terms, provisions and policies
                  contained in this Agreement, the Code of Conduct and all
                  applicable United States and foreign laws, government rules
                  and regulations, court and administrative decrees and the
                  highest standard of business ethics then prevailing in the
                  industry with regard to the conduct of all aspects of
                  LICENSEE's (or any Third Party Contributor's) business and
                  the manufacture, distribution, sale, testing and use of all
                  Licensed Products (collectively, "Conduct Requirements").
                  NBAP and its authorized representatives shall have the right,
                  upon reasonable prior notice, to examine and audit LICENSEE
                  to ensure compliance with the 

                                     -17-

<PAGE>

                  Conduct Requirements. LICENSEE shall allow NBAP access to any
                  of its premises and personnel at all reasonable times for the
                  purposes of such auditing. LICENSEE shall take all necessary
                  steps in negotiating contracts with Third Party Contributors
                  to provide NBAP and its authorized representatives with a
                  contractual right to audit such Third Party Contributors to
                  ensure compliance with the Conduct Requirements, including
                  the right of NBAP to have access to the premises and
                  personnel of any Third Party Contributor at all reasonable
                  times for the purposes of such auditing.

         (g)      Governmental Approvals: It shall be the sole responsibility
                  of each LICENSEE, at its sole expense, to obtain all
                  approvals (including, but not limited to, approvals of
                  advertising materials) of all governmental authorities which
                  may be necessary in connection with such LICENSEE's
                  performance under this Agreement.

         (h)      NBA Store: LICENSEE acknowledges that NBAP intends to offer
                  various NBA and/or Member Team-identified products for sale
                  in an NBAP-owned "showcase" retail store ("NBA Store").
                  LICENSEE further acknowledges that it will receive a variety
                  of tangible and intangible benefits as a result of having
                  merchandise manufactured by LICENSEE displayed, sold and
                  promoted at the NBA Store. Therefore, LICENSEE shall, in
                  addition to and in consideration for the license granted
                  under this Agreement and in consideration of the benefits it
                  will receive from having merchandise displayed, sold and
                  promoted at the NBA Store, (i) upon the request of NBAP,
                  perform contract manufacturing services for NBAP in
                  connection with the manufacture of products for sale in the
                  NBA Store on terms as mutually agreed upon by NBAP and
                  LICENSEE and (ii) offer Licensed Products to the NBA Store on
                  terms at least as favorable as those offered to LICENSEE's
                  most preferred high-volume customers, including price,
                  priority of delivery, discounts, cooperative or other
                  advertising and promotional allowances and other benefits
                  (regardless of volume).

12. RECORDS; AUDITS

         LICENSEE shall keep accurate books of account and records covering all
         transactions relating to the license granted in this Agreement
         (including, but not limited to, sales of Licensed Products, purchases
         and uses of NBA hologram stickers and compliance with shipment
         tracking, identification and anti-counterfeiting systems and labels
         that NBAP may establish from time to time). NBAP and its authorized
         representatives shall have the right no more than once per year
         without good cause, at all reasonable hours of the business day and
         upon ten (10) days' notice, to examine and audit such books of account
         and records and all other documents and materials in LICENSEE's
         possession or under its control (including records of LICENSEE's
         parents, subsidiaries, affiliates and third 

                                     -18-
<PAGE>

         parties if they are directly involved in activities which relate to
         this Agreement) relating to this Agreement. NBAP shall have free and
         full access for such purposes and for the purpose of making extracts
         and copies. All such information shall be kept confidential in
         accordance with Paragraph 22(f) hereof. Should an audit by NBAP
         establish a deficiency between the amount found to be due NBAP and the
         amount LICENSEE actually paid or reported, the LICENSEE shall pay the
         amount of such deficiency, plus interest at the then current prime
         rate (as announced by Chase Bank, New York branch) from the date such
         amount should have been paid until the date of payment. Should such
         audit establish a deficiency of more than five percent (5%) and
         greater than five thousand dollars ($5,000) LICENSEE shall also pay
         for the reasonable cost of the audit. LICENSEE shall pay such amount
         within thirty (30) days. All such books of account and records shall
         be kept available for at least two (2) years after the expiration or
         termination of this Agreement, or three (3) years after the end of the
         Contract Year to which they relate, whichever is earlier. In order to
         facilitate inspection of its books and records, LICENSEE shall
         designate a symbol or number which will be used exclusively in
         connection with the Licensed Products on which royalty payments are
         payable and shall maintain for inspection as provided in this
         Agreement duplicates of all billings to customers with respect to
         Licensed Products. LICENSEE shall, within ten (10) business days of
         NBAP's request (which shall not be made more than four (4) times per
         Contract Year), furnish NBAP with a list of LICENSEE's top twenty-five
         (25) retail accounts for Licensed Products (on a country by country
         basis) and their monthly purchases of Licensed Products (broken down
         by unit sales and in dollar volume by retailer). LICENSEE shall,
         promptly upon execution thereof, supply NBAP with true and complete
         copies of any agreement it enters into with any Member Team or any NBA
         player. In addition, LICENSEE shall, on a quarterly basis during the
         Term, provide NBAP with copies of either (i) financial information
         furnished to the United States Securities and Exchange Commission or
         (ii) with all financial statements and other financial information
         prepared by LICENSEE for distribution to its banks or other financial
         lending institutions to whom it reports regularly. Such information,
         to the extent not publicly available, shall be kept confidential in
         accordance with Paragraph 22(f) hereof. At NBAP's request, LICENSEE
         shall reasonably cooperate with NBAP in developing an electronic data
         interchange, or developing such other system, that will facilitate
         NBAP's review of LICENSEE's graphic designs for Licensed Products.

13. EARLY TERMINATION

         Without prejudice to any other rights NBAP may have pursuant to this
         Agreement or otherwise, NBAP shall have the right to terminate this
         Agreement, or rights with respect to a particular LICENSEE where
         appropriate, at any time if:

         (a)      LICENSEE shall fail to timely remit a royalty report or any
                  payment of any nature due to NBAP or any of its affiliates
                  when due and shall fail to 

                                     -19-
<PAGE>

                  cure such delinquency and non-payment within thirty (30) days
                  (ten (10) days for other non-payment defaults) of its receipt
                  of written notice from NBAP; provided, however, that LICENSEE
                  shall not have the right to cure more than three (3)
                  delinquent submissions or payment defaults.

         (b)      LICENSEE or any guarantor under this Agreement shall be
                  unable to pay its liabilities when due, or shall. make any
                  assignment for the benefit of creditors, or under any
                  applicable law admits in writing its inability to meet the
                  obligations when due or commit any other act of bankruptcy,
                  institute voluntary proceedings in bankruptcy or insolvency
                  or permit institution of such proceedings against it.

         (c)      LICENSEE shall exhibit a pattern of failure to timely return
                  original NBA Photos to NBAP in accordance with the terms of
                  its Photo Use Form Agreement.

         (d)      LICENSEE shall fail to perform or shall be in breach of any
                  other term or condition of this Agreement; provided, however,
                  that if such breach can be cured, termination shall take
                  effect thirty (30) days after written notice of such breach
                  is sent by NBAP if such breach has not been cured during such
                  thirty (30) day period.

         (e)      LICENSEE now or in the future holds a license from NBAP
                  covering any other products or geographic area other than the
                  Territory and such license is terminated by NBAP.

         (f)      LICENSEE (i) delivers Licensed Products outside the territory
                  covered by any retail product license agreement in effect
                  during the Term between NBAP and LICENSEE; (ii) sells
                  Licensed Products to a third party who LICENSEE knows,
                  intends to deliver the Licensed Products outside the
                  Territory; or (iii) LICENSEE is in breach of Paragraph 11(c).

         (g)      LICENSEE sells to any third party that LICENSEE knows is
                  altering or modifying the Licensed Products prior to sale to
                  the ultimate consumer.

         (h)      LICENSEE is in breach of Paragraphs 11(b) or 11(f).

         In addition to NBAP's other rights and remedies, upon termination of
         this Agreement under this Paragraph LICENSEE shall pay NBAP (within
         thirty (30) days of such termination) the Minimum Guarantees for each
         Licensed Product through the end of the Agreement, less the royalties
         paid to NBAP through the date of termination.


                                     -20-
<PAGE>


14. DISPOSAL OF STOCK; EFFECT OF TERMINATION

         Within seven (7) months following the initial release of each series
         of Licensed Product, except as otherwise approved by NBAP in writing,
         LICENSEE shall destroy printing plates and any such Licensed Product
         on hand. In the alternative, LICENSEE may sell or resell such Licensed
         Product with NBAP's permission, not to be unreasonably withheld.
         LICENSEE shall be entitled to retain for its purposes up to one
         hundred (100) cases of each Licensed Product each Contract Year. Any
         Licensed Product returned after seven (7) months of its initial ship
         date shall be destroyed within ninety (90) days of receipt by
         LICENSEE. In the alternative, LICENSEE may sell or resell such
         Licensed Product with NBAP's permission, not to be unreasonably
         withheld. Upon request, LICENSEE shall provide NBAP with evidence of
         the destruction of such product or components. Upon expiration (but
         not termination except with the prior approval of NBAP which shall not
         be unreasonably withheld if such termination is unrelated to
         LICENSEE's breach of Paragraphs 3,7,9 or 11(c) above), any Licensed
         Product on hand at the end of the sell-off period or subsequently
         returned to LICENSEE (or unfinished components of Licensed Products)
         shall be destroyed by LICENSEE at its cost, no later than thirty (30)
         days thereafter.

15. EQUITABLE RELIEF

         LICENSEE acknowledges that NBAP is entering into this Agreement not
         only in consideration of the royalties to be paid, but also for the
         promotional value and intrinsic benefit resulting from the
         manufacture, advertisement, distribution, sale and promotion of the
         Licensed Products by LICENSEE in the Territory. LICENSEE acknowledges
         that the Licensed Marks and Player Attributes possess a special,
         unique and extraordinary character which makes difficult the
         assessment of the monetary damage which NBAP would sustain as a result
         of the unauthorized use thereof. LICENSEE further acknowledges that
         the unauthorized use of the Licensed Marks or Licensed Attributes
         having a material adverse effect on the NBA Marks or Player
         Attributes, will, in either case, cause immediate and irreparable
         damage to NBAP for which NBAP would not have an adequate remedy at
         law. Therefore, LICENSEE agrees that, in the event of a breach of this
         Agreement by LICENSEE, in addition to such other legal and equitable
         rights and remedies as shall be available to NBAP, NBAP shall be
         entitled to seek injunctive and other equitable relief, without the
         necessity of proving special damages or furnishing a bond or other
         security unless so ordered by the Court.

16. NOTICES

         All notices and statements to be given and all payments to be made
         under this Agreement shall be given or made at the respective address
         of the parties as set forth above, unless notification of a change of
         address is given in writing. Any notice of breach or default must be
         in writing and sent by facsimile or express

                                     -21-
<PAGE>

         delivery properly addressed. Any written notice shall be deemed to
         have been given at the time it is confirmed received, if sent by
         facsimile, or next business day if sent by express delivery.

17. NO JOINT VENTURE

         Nothing in this Agreement shall be construed to place the parties in
         the relationship of partners or joint venturers. Neither party shall
         have the power to obligate or bind the other to a third party in any
         manner whatsoever.

18. ARBITRATION OF CERTAIN MATTERS

         Any dispute or disagreement between the parties relating solely to the
         amount of royalty payments owing under this Agreement shall be settled
         by arbitration in New York City under the rules then in effect of the
         American Arbitration Association. Judgment upon the award may be
         entered in any court having jurisdiction. No other dispute or
         disagreement between the parties (including any claim by NBAP that
         LICENSEE is using the Licensed Marks in a manner not authorized by
         this Agreement or is otherwise in breach of this Agreement) shall be
         settled by arbitration. All decisions by NBAP relating to disapproval
         of any Licensed Product or advertising, promotion or display material
         shall be final and binding on LICENSEE and shall not be subject to
         review in any proceeding except in the event LICENSEE claims that NBAP
         has used the approval process to frustrate the purpose of this
         Agreement.

19. USE OF PLAYERS

         (a)      LICENSEE acknowledges that this Agreement does not grant to
                  LICENSEE any licenses or rights with respect to the use of
                  Player Attributes except on Licensed Product as expressly
                  provided herein and in advertising and promotional materials
                  specifically approved by NBAP. The license granted under this
                  Agreement does not include, and shall not be used to imply, a
                  testimonial or endorsement of any Licensed Products by any
                  NBA player. LICENSEE shall not use Player Attributes in any
                  manner that is a testimonial or endorsement without first
                  obtaining written authorization from the subject player(s)
                  ("Endorsement Rights"). LICENSEE shall not enter into any
                  agreement with any NBA player or any other person which would
                  require that player or other person to wear any
                  LICENSEE-identified item in or at any NBA game, competition
                  or event (either courtside or in any locker room) or at
                  practice.

         (b)      LICENSEE may enter into an "exclusive" Endorsement Rights
                  agreement with a current NBA player but acknowledges that,
                  notwithstanding any such exclusivity, under the group license
                  agreement between NBAP and the National Basketball Players
                  Association (the "Group License"), such player has no right
                  to "opt-out" with respect to the trading card category.


                                     -22-

<PAGE>


                  Accordingly, LICENSEE further acknowledges that NBAP shall
                  continue to license to other trading card manufacturers the
                  right to use the Licensed Attributes of such player.
                  Notwithstanding the foregoing, NBAP shall not permit any
                  other trading card manufacturer to use the Licensed
                  Attributes of any player for whom LICENSEE has secured
                  Endorsement Rights in any manner that is a testimonial or
                  endorsement of such other manufacturer's product (e.g., use
                  with greater prominence than other players depicted in the
                  materials submitted to NBAP for approval).

         (c)      In the event any current NBA player retires or becomes
                  inactive, or enters into an exclusive license agreement with
                  respect to an "opt-out" category of products that conflicts
                  with the rights granted hereunder, upon receipt of written
                  notice from NBAP that such a player has become inactive, or
                  entered into a conflicting exclusive license agreement,
                  LICENSEE shall cease and/or cause to cease the use of such
                  player's Licensed Attributes in the manufacture,
                  distribution, advertisement, promotion and sale of any
                  applicable Licensed Product within seventy (70) days of
                  receipt of NBAP's notice, said seventy (70) day period being
                  commensurate with the sell-off period provided in the Group
                  License. In the event that a new Group License is entered
                  into during the Term and the sell-off period therein is
                  extended beyond seventy (70) days with respect to any product
                  category covered by this Agreement, NBA) agrees that the
                  sell-off period in this Paragraph 19(c) shall be similarly
                  extended.

20. WARRANTIES

                  Each party represents and warrants that it has the right and
                  authority to enter into and perform this Agreement and NBAP
                  represents and warrants that it has the right to grant the
                  rights to use the Licensed Marks and Licensed Attributes.
                  LICENSEE represents and warrants that all advertising and
                  promotional materials shall comply with all applicable laws,
                  regulations and standards. NBAP's approval of such materials
                  will not imply a representation or belief that NBAP believes
                  such materials are sufficient to meet applicable laws,
                  regulations and standards, nor shall it imply that NBAP
                  agrees with or supports any claims made by LICENSEE in any
                  advertising materials relating to the Licensed Products.
                  LICENSEE further represents and warrants that all advertising
                  and promotional materials and all graphics used on Licensed
                  Products (other than materials or properties supplied by
                  NBAP) will not violate the intellectual property rights of
                  any third party.

21. SEVERABILITY

                  In the event any provision of this Agreement is found to be
                  void, invalid or unenforceable as a result of any judicial or
                  administrative proceeding or decree, 

                                     -23-
<PAGE>

                  this Agreement shall be construed and enforced as if such
                  provision were not contained in this Agreement.

22. MISCELLANEOUS

         (a)      Force Majeure: If in any country or region outside of North
                  America, either LICENSEE or NBAP shall have been prevented in
                  whole, or in part, from performing its obligations under this
                  Agreement as a result of war, insurrection, national
                  emergency, restrictions imposed by law, or "acts of God" (a
                  "Force Majeure"), then the performance of such party disabled
                  by said Force Majeure shall be suspended for the duration of
                  the Force Majeure or resultant period of disability (the
                  "Disability Period"); and provided that the disabled party
                  shall resume its affected performance as soon as possible
                  after the disability has been removed. However, if such Force
                  Majeure prevents performance for a period in excess of ninety
                  (90) days, either party may terminate this Agreement with
                  respect to the country or region affected by the Force
                  Majeure upon thirty (30) days' written notice served upon the
                  other party not later than ten (10) days after the elapse of
                  the 90-day Disability Period. In the event of a termination
                  pursuant to this Paragraph 23(a), NBAP and LICENSEE shall in
                  good faith confer with each other to negotiate with respect
                  to an equitable adjustment to LICENSEE's obligations
                  hereunder, including an appropriate adjustment in Minimum
                  Guarantees, or other appropriate adjustments to the
                  Agreement. If, after conferring in good faith for a
                  reasonable period of time, NBAP and LICENSEE are unable to
                  agree on the equitable adjustment, they shall jointly
                  designate a mutually acceptable person to determine the
                  equitable adjustment, and such person's determination shall
                  be final and binding on NBAP and LICENSEE and shall not be
                  subject to review in any proceeding. If NBAP and LICENSEE are
                  unable to designate such mutually acceptable person after a
                  reasonable period following their failure to agree on the
                  equitable adjustment, either party may request the President
                  of the Association of the Bar of the City of New York to make
                  such designation.

         (b)      Assignment: This Agreement and any rights granted under this
                  Agreement are personal to LICENSEE and shall not be assigned,
                  sublicensed, subcontracted or encumbered, directly or
                  indirectly, by law or by contract, without NBAP's prior
                  written consent (which shall not be unreasonably withheld
                  with respect to an affiliate or related company of LICENSEE
                  which is in the youth entertainment business), which consent
                  may, in NBAP's sole discretion (i) be contingent upon a fee
                  payable by LICENSEE or the transferee (except with respect to
                  an 


                                     -24-
<PAGE>

                  affiliated or related company of LICENSEE), the amount of
                  which shall be determined by NBAP in its sole discretion,
                  and/or (ii) impose other terms and conditions upon the
                  assignment, sublicense or transfer (except with respect to an
                  affiliated or related company directly or indirectly
                  wholly-owned by LICENSEE). Any transfer of a controlling
                  interest in LICENSEE or in any party which currently controls
                  LICENSEE, directly or indirectly, shall be deemed an
                  assignment prohibited by the preceding sentence. Any
                  nonconsensual assignment, sublicense, subcontract or
                  encumbrance of this Agreement by LICENSEE shall be invalid
                  and of no force or effect. Upon any such nonconsensual
                  assignment, sublicense or encumbrance, this Agreement shall
                  terminate, all payment obligations of LICENSEE hereunder
                  shall be accelerated and immediately due and payable, and all
                  rights granted under this Agreement shall immediately revert
                  to NBAP.

         (c)      Waiver: None of the provisions of this Agreement can be
                  waived or modified except expressly by a writing signed by
                  both parties. There are no representations, promises,
                  agreements, warranties, covenants or undertakings by either
                  party other than those contained in this Agreement. No
                  failure on the part of NBAP to exercise any right under this
                  Agreement shall operate as a waiver of such right, nor shall
                  any single or partial exercise of any right preclude any
                  other or further exercise or the exercise of any other
                  rights.

         (d)      Survival: No expiration or termination of this Agreement
                  shall relieve LICENSEE of its obligation to pay NBAP any
                  amounts due to NBAP at the time of termination, regardless of
                  whether these amounts are then or thereafter payable. The
                  provisions of Paragraphs 12 and 23(f) shall survive the
                  expiration or termination of this Agreement.

         (e)      Governing Law and Jurisdiction: This Agreement shall be
                  construed in accordance with the laws of the State of New
                  York, USA, without regard to its principles of conflicts of
                  laws. Any claim arising under this Agreement (except as
                  provided under Paragraph 18) shall be prosecuted in a federal
                  or state court of competent jurisdiction located within the
                  City of New York, USA and LICENSEE consents to the
                  jurisdiction of such court and to the service of process by
                  mail.

         (f)      Confidentiality: Neither party shall (nor shall they permit
                  or cause their employees or agents to) divulge, disseminate
                  or publicize information relating to this Agreement or the
                  financial or other terms of this Agreement (including any
                  information on the specifications or methods of reproduction
                  of the Licensed Marks) or information exchanged between the
                  parties hereunder to any third party (other than their
                  respective attorneys or accountants or the NBA Board of
                  Governors), except as may be required by law or to fulfill
                  the terms of this Agreement.

         (g)      Construction: This Agreement has been executed in a text
                  using the English language, which text shall be controlling.
                  This Agreement

                                     -25-
<PAGE>


                  together with any exhibits or attachments, constitutes the
                  entire agreement and understanding between the parties and
                  cancels, terminates and supersedes any prior agreement or
                  understanding relating to the subject matter of this
                  Agreement between LICENSEE and the NBA, any Member Team, NBAP
                  or NBAE. The headings in the Agreement are for reference
                  purposes only and shall not affect the interpretation of this
                  Agreement. This Agreement shall not be binding on NBAP until
                  signed on its behalf by its President or Senior Vice
                  President, Business Affairs.

                                     * * *



                                     -26-
<PAGE>


                                   SCHEDULE A

                           Third Party Contributors:

                    [Information to be provided by LICENSEE]



<PAGE>


                                   EXHIBIT A

                              NBA PROPERTIES, INC.
                     LICENSEE AND SUPPLIER CODE OF CONDUCT


The NBA's mission is to be the most respected and successful sports league and
sports marketing organization in the world. In keeping with this mission, NBA
Properties, Inc. ("NBAP") is committed to conducting its business in a socially
responsible and ethical manner. We expect all NBAP licensees, including their
contractors, engaged in the manufacture and sourcing of products bearing NBA,
WNBA, USA Basketball and NBC trademarks (collectively "Product Suppliers") to
share this commitment. At a minimum, all Product Suppliers must adhere to the
following Licensee and Supplier Code of Conduct:

1.       ETHICAL STANDARDS
         Product Suppliers shall conduct their businesses in accordance with
         the highest standards of ethical behavior.

2.       COMPLIANCE WITH APPLICABLE LAWS
         Product suppliers shall comply with all applicable laws and
         regulations of the countries, states and localities in which they
         operate.

3.       EMPLOYMENT PRACTICES
         NBAP will only do business with Product Suppliers whose employees are
         appropriately compensated, present at work voluntarily, not at undue
         risk of physical harm and not exploited in any way. In addition,
         Product Suppliers must comply with the following specific standards:

               o  WAGES AND BENEFITS: Product Suppliers shall provide wages,
                  overtime compensation and benefits at not less than the
                  minimum levels required by applicable laws and regulations or
                  the prevailing local industry levels, if higher.

               o  WORKING HOURS: Product Suppliers shall, at a minimum, comply
                  with all applicable working hours laws and regulations.
                  Except in unusual business circumstances, employees shall not
                  be required to work more than the lesser of (a) 48 hours per
                  week and 12 hours of overtime or (b) the limits on regular
                  and overtime hours allowed by local law or, where local law
                  does not limit the hours of work, the regular work week in
                  such locality plus 12 hours of overtime. In addition, except
                  in unusual business circumstances, employees shall be
                  entitled to at least one day off in every seven-day period.

               o  CHILD LABOR: Product Suppliers shall not employ any person
                  under the age of 15 (or 14 where allowed by local law) or
                  under the local age for completing compulsory education, if
                  higher.


                                     -28-

<PAGE>



               o  FORCED LABOR: Product Suppliers shall not use any forced
                  labor, whether in the form of prison labor, indentured labor,
                  bonded labor or otherwise.

               o  HARASSMENT OR ABUSE: Product Suppliers shall treat each
                  employee with dignity and respect, and shall not use corporal
                  punishment, threats of violence or other forms of physical,
                  sexual, psychological or verbal harassment or abuse.

               o  NONDISCRIMINATION: Product Suppliers shall not discriminate
                  in employment practices on the basis of race, religion, age,
                  nationality, social or ethnic origin, gender, sexual
                  orientation, political opinion or disability.

               o  FREEDOM OF ASSOCIATION: Product Suppliers shall recognize
                  and respect the right of employees to join organizations of
                  their own choosing and shall neither threaten nor penalize
                  employees for their efforts to organize or bargain
                  collectively.

               o  HEALTH AND SAFETY: Product Suppliers shall provide employees
                  with a safe and healthy working environment. Manufacturing
                  facilities shall, at a minimum, contain clean restrooms,
                  potable water, adequate lighting, adequate ventilation and
                  fire exits. Residential facilities, if provided, shall also
                  be kept sanitary and safe.

4. ENVIRONMENTAL REQUIREMENTS

         Product Suppliers shall comply with all applicable environmental laws
         and regulations.

5. COMMUNICATION

         Product Suppliers shall take appropriate steps to ensure that the
         provisions of this Code are communicated to employees, including the
         prominent posting of the Code (in the local language) in their
         manufacturing facilities.

6. MONITORING AND COMPLIANCE

         Product Suppliers shall conduct periodic audits of manufacturing
         facilities, on the basis of which they shall certify to NBAP on
         request either that (a) all products bearing NBA, WNBA, USA Basketball
         and NBC trademarks have been manufactured in compliance with this
         Code, or (b) identified facilities have been found not to be in
         compliance with this Code, in which event the Product Supplier shall
         specify appropriate and effective steps to remedy the non-compliance.
         NBAP or its representatives are authorized to engage in monitoring
         activities to confirm compliance with this Code, including on-site
         inspections of manufacturing facilities and residential facilities,
         audits of records relating to employment matters and private
         interviews with employees at all levels. Product Suppliers shall
         retain and make available to NBAP or its representatives, either on
         site or at agreed upon locations, all documentation that may be
         required to assess whether or not the Product Supplier is in
         compliance with this Code.

                                     -29-
<PAGE>


7. FAILURE TO COMPLY

         NBAP reserves the right, in addition to all other legal and
         contractual rights, to terminate its relationship with any Product
         Supplier found to be in violation of this Code.



                                     -30-