FORM: NBAP
                                                         Trading Cards/Stickers

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"), SkyBox International,
Inc. ("SkyBox") and Panini S.r.l. ("Panini") (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 indicia thereof (the "Marks") of the National Basketball
Association (the "NBA") and its Member Teams (collectively, the "NBA Marks") in
combination with the names, nicknames, photographs, portraits, likenesses,
signatures or other identifiable features of all current NBA players ("Player
Attributes"). 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, SkyBox and Panini
brands the Marks of the Member Teams, the silhouetted dribbler logo (the "NBA
Logo"), the Marks of the NBA, NBA AllStar 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 Player 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 (the "Licensed Attributes"), solely in connection with
the manufacture, distribution, advertisement, promotion and sale of the trading
card and sticker 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:
         (1)(i) For the 1st "Contract Year" (as defined in Paragraph 1 of the
         attached NBAP Standard Terms and Conditions), Fleer and SkyBox may
         each produce up to four (4) product lines of "standard size" (as
         defined in Paragraph 1 of the attached NBAP Standard Terms and
         Conditions) ink-on-paper trading cards in mutually determined
         quantities and to be marketed by each company respectively under the
         Fleer brand names "Fleer," "Ultra," and two other Fleer brand names
         "TBD" by mutual agreement, and under the SkyBox brand names "SkyBox,"
         "NBA HOOPS," and two other SkyBox brand names "TBD" by mutual
         agreement. (ii) For the 2nd, 3rd and 4th Contract Years respectively
         such number and types of lines as LICENSEE and NBAP shall mutually
         determine for each brand based on prevailing market conditions taking
         into account LICENSEE's minimum guarantees hereunder, but in no event
         shall the number of lines in the 2nd, 3rd and 4th Contract Years be
         fewer than in the 1st Contract Year.

         The Licensed Products may only be packaged and sold in the following
         configurations: wax/foil packs; poly-wrapped; stringer packs; blister
         packs; and complete boxed sets, or such other configurations as are
         consistent with the type of Licensed Products sold by LICENSEE.
         LICENSEE may make up to two (2) "releases" (as defined in Paragraph 1
         of the attached NBAP Standard Terms and Conditions) of each product
         line each Contract Year, except that it shall only make one release,
         per Contract Year, of the line designated by LICENSEE (and approved by
         NBAP) as its "niche" or "specialty" product line. For each Contract
         Year, at least one line under each of the Fleer and SkyBox brands
         shall be a nonpremium brand consisting of a basic card pack of at
         least six (6) cards.

         (2)      3-ring card collector's albums.







     
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         (3)      Approximately 3-1/2" x 2-1/2" paper/holographic foil player
                  photo and team logo sticker collectibles to be marketed under
                  the brand name Panini.

         (4)      8-1/2" x 10-1/2" sticker album containing all NBA Member
                  Teams and selected individual and season statistics.

         B.       TERM:  August 1, 1995 to July 31, 1999 (the "Term").

C.   TERRITORY: Licensed Products may only be distributed in the countries
     within the geographical regions as defined below (collectively, the
     "Territory"). Notwithstanding the foregoing, Fleer, SkyBox and Panini
     shall only be authorized to sell product in regions for which NBAP has
     specifically assigned the brand a minimum payment guarantee under
     Paragraph E below.

     o    The "North America" region shall mean the United States, Puerto Rico
          and Canada.

     o    The "Europe" region shall mean Armenia, Austria, Azerbaijan, Belgium,
          Bulgaria, Croatia, Czech Republic, Denmark, Estonia, Finland, France,
          Georgia, Germany, Greece, Holland, Hungary, Iceland, Italy,
          Kazakhastan, Kirghizia, Lettonia, Lithuania, Republic of Moldova,
          Norway, Poland, Portugal, Romania, Russia, Slovak Republic, Slovenia,
          Spain, Sweden, Switzerland, Tajikstan, Turkmenistan, Ukraine, United
          Kingdom and Uzbekistan.

     o    The "Latin America" region shall mean Argentina, Brazil, Chile,
          Colombia, Costa Rica, Mexico, Peru, Uruguay and Venezuela.

     o    The "Asia" region shall mean China, Hong Kong, India, Indonesia,
          Japan, Korea, the Philippines, Taiwan and Thailand.

     o    The "Australia/NZ" region shall mean Australia and New Zealand.

     o    The "Africa" region shall mean Egypt, Israel, Lebanon, Morocco, Saudi
          Arabia, South Africa, Tunisia, and Turkey.

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

     (1) Trading card royalty rates shall be as follows:

<TABLE>
<CAPTION>

lst Contract Year                    2nd Contract Year         3rd Contract Year         4th Contract Year
-----------------                    -----------------         -----------------         ------------------
<S>                                 <C>                        <C>                     <C>
NORTH AMERICA
  Fleer Brands                       [CONFIDENTIAL TREATMENT REQUESTED]
  HOOPS
  SkyBox Brands
  Collector Albums

ALL OTHER REGIONS
  Fleer Brands                       [CONFIDENTIAL TREATMENT REQUESTED]
  SkyBox Brands
  Collector Albums
</TABLE>

     (2) Stickers and sticker album royalty rates shall be as follows:



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<TABLE>
<CAPTION>

lst Contract Year                    2nd Contract Year         3rd Contract Year         4th Contract Year
-----------------                    -----------------         -----------------         ------------------
<S>                                 <C>                        <C>                     <C>
NORTH AMERICA                        [CONFIDENTIAL TREATMENT REQUESTED]
ALL OTHER REGIONS

</TABLE>


E.       MINIMUM GUARANTEES: LICENSEE guarantees that its aggregate annual
royalty payments to NBAP with respect to sales made in each of the regions or
individual countries set forth above as follows:

         (1)      Trading card minimum royalties shall be as follows:


<TABLE>
<CAPTION>

lst Contract Year                    2nd Contract Year         3rd Contract Year         4th Contract Year
-----------------                    -----------------         -----------------         ------------------
<S>                                 <C>                        <C>                     <C>
NORTH AMERICA
  Fleer Brands                       [CONFIDENTIAL TREATMENT REQUESTED]
  SkyBox Brands
EUROPE
  Fleer
ASIA
  Fleer
AUSTRALIA/NZ
  Fleer Brands
  SkyBox Brands
LATIN AMERICA
  Fleer
AFRICA
  Fleer
</TABLE>

     (2) Sticker minimum royalties shall be as follows:

<TABLE>
<CAPTION>

lst Contract Year                    2nd Contract Year         3rd Contract Year         4th Contract Year
-----------------                    -----------------         -----------------         ------------------
<S>                                 <C>                        <C>                     <C>
NORTH AMERICA                        [CONFIDENTIAL TREATMENT REQUESTED]
LATIN AMERICA
EUROPE
ASIA
AUSTRALIA/NZ
AFRICA
</TABLE>

F.   MEDIA & EVENT SUPPORT ("MEDIA SUPPORT"): Each Contract Year during the
     Term, Fleer, SkyBox and Panini respectively shall spend the amounts
     indicated below on NBA media and events:

     (1)  On Media Support in North America, (y) Fleer shall expend on
          NBA-controlled media and events, as are set forth on Schedule A
          hereto, an amount equal to [CONFIDENTIAL TREATMENT REQUESTED], which
          amount shall not be less than the following per Contract Year:
          [CONFIDENTIAL TREATMENT REQUESTED] the 3rd Contract Year, and
          [CONFIDENTIAL TREATMENT REQUESTED] the 4th Contract Year (however,
          once LICENSEE has expended the foregoing minimum amount, or firmly
          committed to spend such amount, for the applicable Contract Year, for
          the balance of the Contract Year the rate shall be reduced to
          [CONFIDENTIAL TREATMENT REQUESTED] and (z) SkyBox shall expend an
          amount equal to [CONFIDENTIAL TREATMENT REQUESTED], which amount
          shall not be less than the


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          following per Contract Year: [CONFIDENTIAL TREATMENT REQUESTED] the
          1st Contract Year, [CONFIDENTIAL TREATMENT REQUESTED] the 2nd
          Contract Year, [CONFIDENTIAL TREATMENT REQUESTED] the 3rd Contract
          Year, and [CONFIDENTIAL TREATMENT REQUESTED] the 4th Contract Year.

     (2)  On Media Support outside of North America, (y) Fleer shall expend on
          NBA-controlled media and events (by way of example, but not limited
          to, McDonald's Championship, Jam Session, preseason games, etc.), as
          mutually determined, an amount equal to [CONFIDENTIAL TREATMENT
          REQUESTED] which amount shall not be less than [CONFIDENTIAL
          TREATMENT REQUESTED], and (z) Panini shall expend an amount equal to
          [seven percent (7%) of its Net Sales (attributable to international
          sales)]* which amount shall not be less than [CONFIDENTIAL TREATMENT
          REQUESTED] per Contract Year, in addition, for each Contract Year
          Fleer and SkyBox shall each allocate [CONFIDENTIAL TREATMENT
          REQUESTED] to a NBAP- controlled advertising and promotion ("A&P")
          fund to be used by NBAP for promotional activities in Australia/NZ.

G.   A&P GROUP FUND PAYMENTS: In addition to all other amounts payable to NBAP
     under this Agreement, (x) Fleer shall contribute monthly into NBAP's
     consumer products advertising and promotion fund (the "Group Fund"),
     together with its monthly payments of royalties under Paragraph 3 of the
     attached NBAP Standard Terms and Conditions, an amount equal to
     [CONFIDENTIAL TREATMENT REQUESTED] which amount shall not be less than the
     following per Contract Year: [CONFIDENTIAL TREATMENT REQUESTED] the lst
     Contract Year, [CONFIDENTIAL TREATMENT REQUESTED] the 2nd Contract Year,
     [CONFIDENTIAL TREATMENT REQUESTED] the 3rd Contract Year, and
     [CONFIDENTIAL TREATMENT REQUESTED] the 4th Contract Year, (y) SkyBox shall
     contribute monthly into the Group Fund, together with its monthly payments
     of royalties under Paragraph 3, an amount equal to [CONFIDENTIAL TREATMENT
     REQUESTED], which amount shall not be less than the following per Contract
     Year, [CONFIDENTIAL TREATMENT REQUESTED] the 1st Contract Year,
     [CONFIDENTIAL TREATMENT REQUESTED] the 2nd Contract Year; [CONFIDENTIAL
     TREATMENT REQUESTED] the 3rd Contract Year; and [CONFIDENTIAL TREATMENT
     REQUESTED] for the 4th Contract Year and (z) Panini shall contribute
     monthly into the Group Fund, together with its monthly payments of
     royalties under Paragraph 3, an amount equal to [CONFIDENTIAL TREATMENT
     REQUESTED] which amount shall not be less than [CONFIDENTIAL TREATMENT
     REQUESTED] per Contract Year. Such amount shall be spent by NBAP in its
     sole discretion on NBAP advertising and promotion activities for NBAP
     licensed products sold at retail. NBAP shall give LICENSEE a written
     report within sixty (60) days after each Contract Year setting forth how
     funds collected from LICENSEE, and other NBAP licensees under similar
     provisions in other license agreements, were spent by NBAP. In addition to
     the foregoing A&P obligations, Fleer, SkyBox and Panini shall each
     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 each company exhibits licensed products.

H.   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.


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<PAGE>





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:                        By: /s/ Harvey Benjamin
MARVEL ENTERTAINMENT GROUP, INC.                     -----------------------
                                                     Harvey E. Benjamin
                                                     Sr. Vice President,
                                                     Business Affairs
By:
   ---------------------------------
Title:                                           Dated:
      ------------------------------                   ----------------------


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                       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, 1995.

     (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 the amount of the [CONFIDENTIAL TREATMENT
          REQUESTED] under this Agreement, after [CONFIDENTIAL TREATMENT
          REQUESTED]. In computing Net Sales, [CONFIDENTIAL TREATMENT
          REQUESTED] Net Sales resulting from sales to any party directly or
          indirectly related to or affiliated with LICENSEE (a "Related
          Transaction") shall be computed based on regular selling prices to
          unaffiliated parties in the same class of trade as the affiliated
          party. If a purchaser from LICENSEE purchases FOB the manufacturing
          source or participates in other arrangements which result in such
          purchaser paying less for the Licensed Products than LICENSEE's
          regular selling prices to the trade, Net Sales with respect to any
          such transaction shall be computed based on the regular selling
          prices to the trade.

     (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.

     (h)  "Release" means the shipment of a series.

     (i)  "Set" means all the cards issued in a series of a particular product
          line.

     (j)  "Standard Size" means a card size of 2-1/2" x 3-1/2" except that the
          standard size "Jam Session" card shall be 2-1/2" x 4-11/16".

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 from 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


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          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, SkyBox and Panini 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 and A&P contribution required
          under Paragraphs F and G for the preceding month. The minimum amount
          of each monthly royalty payment with respect to each region shall be
          the amount which, when added to payments of royalties previously made
          for the Contract Year with respect to such region, shall be equal to
          one-twelfth (8.34%) of the Minimum Guarantee for such region for such
          Contract Year required under Paragraph E above, multiplied by the
          number of calendar months then elapsed. The minimum amount of each
          monthly advertising and promotion payment shall be the amount which,
          when added to the advertising and promotion payments previously made
          for the Contract Year, shall be equal to one-twelfth (8.34%) of the
          A&P contribution for such Contract Year required under Paragraphs F
          and G above, multiplied by the number of calendar months then elapsed
          (the minimum payments under this sentence and the preceding sentence
          collectively referred to as the "Monthly Minimum Payment"). Aggregate
          royalties and any advertising and promotion payments paid each
          Contract Year may exceed the Minimum Guarantee and the A&P
          contribution for such Contract Year. Such monthly statements shall be
          furnished and the required payments made by LICENSEE whether or not
          there are any Net Sales for that month. LICENSEE shall not deduct or
          withhold any amounts by reason of any tax (including any taxes
          imposed on NBAP); any applicable tax on the distribution and sale of
          the Licensed Products shall be borne, and paid directly, by LICENSEE.
          In order to avoid the imposition of foreign withholding taxes on
          NBAP, all payments shall be in U.S. dollars, from a U.S. source
          approved by NBAP. All computations and payments shall be in U.S
          dollars, at the spot rate for the local currency as published in the
          Wall Street Journal for the last business day of the preceding month.
          If LICENSEE shall fail to timely pay any amount due under this
          Paragraph, LICENSEE shall pay interest on such amount at a rate equal
          to the lesser of (i) three percent (3%) per annum over the highest
          prime rate (announced by Chemical Bank, New York branch) prevailing
          during the period between the date the payment first became due and
          the date such payment is actually paid or (ii) the highest rate
          permitted by law during the period between the date the payment first
          became due and the date such payment is actually paid. The receipt or
          acceptance by NBAP of any of the statements furnished or royalties
          paid by LICENSEE (including the cashing of any royalty checks) shall
          not preclude NBAP from questioning their accuracy, 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 thereof. In order to assist with NBAP's
          annual budget process, by April 15 of each Contract Year, each
          LICENSEE company shall deliver a


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          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, two thousand U.S. dollars
          (USD 2,000) for each instance of non-compliance with this Paragraph.

     (b)  Cross Collateralization: Royalty payments and Media Support may be
          cross collateralized between companies and territories and across
          product lines under this Agreement except that, (i) 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),
          (ii) annual royalty payments attributable to North American sales
          cannot be cross collateralized against any shortfall in the Minimum
          Guarantee(s) for another region (however, payment in excess of
          aggregate international Minimum Guarantees may be applied against any
          shortfall in Minimum Guarantees for North America for that same
          Contract Year), (iii) Media Support cannot be cross collateralized
          between Contract Years (or against royalty payments), or between
          Fleer and SkyBox with regard to the Youth Educational Programs,
          All-Star Jam Session or Jam Session U.S. Tour, and (iv) international
          Media Support cannot be cross collateralized against North America
          Media Support. Notwithstanding the foregoing, however, in no event
          shall aggregate royalties paid by LICENSEE with respect to any
          Contract Year be less than the aggregate annual minimum royalties for
          trading cards and stickers combined in the entire Territory as set
          forth in Paragraph E above.

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


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          not to contact any third party engaging in the aforementioned
          activities, not to make any demands for claims 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)", "(C)", or such other copyright, trademark or service
          mark notices (including the form, location and content of such
          notices) as 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


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<PAGE>




          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 anticounterfeiting
          systems, stickers, and labels that NBAP may establish from
          time-to-time, (iv) unless approved in writing by NBAP, and with the
          exception of those Marks of LICENSEE set forth in Paragraph A (1)(i)
          hereof, 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 those
          countries in which one or more LICENSEEs 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, SkyBox and Panini 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 Products, each company
          shall advise NBAP in writing of its trade names or trademarks used on
          Licensed Products and the proposed placement of such trade names and
          trademarks on the Licensed Products. NBAP has preapproved the
          trademarks and trade names of LICENSEE set forth in Paragraph A
          hereof. 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, product 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 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, (ii) any breach of this
          Agreement by LICENSEE, (iii) any defect (whether obvious or hidden
          and whether or not present in any sample approved by NBAP) in a
          Licensed Product or any packaging or other materials (including
          advertising materials), or arising from personal injury or any
          infringement of any rights of any other person or entity by the
          manufacture, sale, possession or use of Licensed Products or their
          failure to comply with applicable laws, regulations and standards or
          (iv) any claim that the use of any design or other graphic component
          of any Licensed Product (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) 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


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<PAGE>




          to which the foregoing indemnities pertain, NBAP shall cooperate
          fully with and assist 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 such 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
          authorized by 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 authorized by 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), 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
          sub-paragraph 23(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


                                       12




     
<PAGE>




          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.

     (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;
          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 give-away purposes and
          not for resale, LICENSEE shall sell the Licensed Products to NBAP at
          LICENSEE's direct manufacturing cost 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 in a
          certificate signed by one of LICENSEE's officers and submitted to
          NBAP within fifteen (15) days of the date on which the sample was not
          approved. In the event of 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
          rights with respect to any Licensed Product licensed under this
          Agreement, and/or (ii) at that LICENSEE's expense, confiscate or
          order the destruction of such unapproved, unauthorized or
          non-complying


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<PAGE>




          products. In the event NBAP exercises its rights under (i) above,
          LICENSEE shall pay all royalties, Minimum Guarantees and advertising
          and promotion amounts due NBAP with respect to the Licensed Product
          for which rights have been revoked. Such right(s) shall be without
          prejudice 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 manufacturers 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 and 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.

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 circumstance will "lotteries," "games of
     chance" or any other type of promotion which NBAP believes reflects
     unfavorably upon the NBA or its Member Teams be approved. All copy and
     material depicting or using the Licensed Marks or Licensed Attributes
     (including display and promotional material, catalogs and press releases)
     shall be submitted for approval well in advance of production (but in no
     event less than ten (10) business days prior to the start of commercial
     production) to allow adequate time for NBAP, in its sole discretion, to
     approve, disapprove or comment upon such materials and for any required
     changes to be made. By way of example, no television or cinema advertising
     containing any Licensed Mark or Licensed Attribute may be used unless it
     has been approved in all stages (i.e., creative concept, script,
     storyboard, production "roughcut" and final


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<PAGE>




          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 NBAP licensees and
          NBAE'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 therefor with reasonable specificity.

11.  DISTRIBUTION; COMPLIANCE

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

     (c)  LICENSEE understands and acknowledges the meanings of "Counterfeit
          Goods," "Diverted Goods" and "Parallel Goods" as set forth in
          Paragraph 1 above and LICENSEE shall not authorize or knowingly
          permit the creation of any such goods by its employees, agents,
          representatives or any others operating under its direction,
          supervision or control and involving the NBA Marks. LICENSEE shall
          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 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.


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<PAGE>




     (d)  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)  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)  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.

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 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(g)
     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 Chemical Bank, New York branch)
     from the date such amount should have been paid until the date of payment.
     Should such audit establish a deficiency of more than five percent (5%)
     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 furnish to the United
     States Securities and Exchange Commission or (ii) with all financial
     statements and other financial information prepared by LICENSE E


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<PAGE>




     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(g)
     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 and payment when
          due and shall fail to 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 the
          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 its obligations when due or commit any other
          act of bankruptcy, institute voluntary proceedings in bankruptcy or
          insolvency or permit institution of such proceedings against it.

     (c)  LICENSEE shall exhibit a pattern of failure to timely return original
          NBA Photos to NBAE 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.

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

     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
     and the A&P contribution through the end of the Agreement, less the
     royalties and portion of the A&P contribution paid to NBAP through the
     date of termination.

14.  DISPOSAL OF STOCK

     (a)  With respect to trading card product, 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.


                                       17




     
<PAGE>




     (b)  With respect to stickers, sixty (60) days before the expiration of
          this Agreement and ten (10) days after any termination under
          Paragraphs 9 or 13, Panini will furnish to NBAP a certificate showing
          the number and description of Licensed Products on hand or in process
          of manufacture. After expiration or termination of this Agreement,
          Panini shall have no further right to manufacture, authorize any
          third party to manufacture, advertise, distribute, sell, promote or
          otherwise deal in any Licensed Products or use the Licensed Marks or
          Licensed Attributes except as provided below. For a period of ninety
          (90) days following the expiration (but not after 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) of this Agreement, Panini may
          sell-off and deliver completed Licensed Products which are on hand at
          the time of such expiration (the "Sell-Off Period"); provided,
          however that (i) the total number of units of each Licensed Product
          sold during the Sell-Off Period may not be greater than one hundred
          ten percent (110%) of the total number of units of such Licensed
          Product on hand on the same date the preceding Contract Year, (ii)
          such Licensed Products may only be sold in accordance with this
          Agreement and in the normal course of business and at regular selling
          prices, (iii) all payments then due are first made to NBAP and (iv)
          statements and payments with respect to the Sell-Off Period are made
          in accordance with this Agreement NBAP shall have the option to
          conduct physical inventories before the expiration of this Agreement
          until the end of the Sell-Off Period in order to verify such
          inventory and/or statements. If Panini refuses to permit such
          physical inventory, Panini shall forfeit its right to dispose of its
          inventory. After such Sell-Off Period, all inventory on hand or in
          process (including all promotional and packaging materials) will be
          destroyed.

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 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


                                       18




     
<PAGE>




          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 which would require that player to wear any
          LICENSEE- identified item in or at any NBA game, competition or event
          (either courtside or in any locker room).

     (b)  LICENSEE may enter into an "exclusive" Endorsement Rights agreement
          with a current NBA player but acknowledges that, notwithstanding any
          such exclusivity, under the group license agreement between NBAP and
          the National Basketball Players Association (the "Group License"),
          such player has no right to "opt-out" with respect to the trading
          card category. Accordingly, LICENSEE further acknowledges that NBAP
          shall continue to license to other trading card manufacturers the
          right to use the Licensed Attributes of such player. Notwithstanding
          the foregoing, NBAP shall not permit any other trading card
          manufacturer to use the Licensed Attributes of any player for whom
          LICENSEE has secured Endorsement Rights in any manner that is a
          testimonial or endorsement of such other manufacturers product (e.g.,
          use with greater prominence than other players depicted in the
          materials submitted to NBAP for approval). In the event a new Group
          License is entered into during the Term and the non opt-out
          categories therein are expanded to include additional products that
          are licensed under this Agreement (i.e., stickers), such products
          shall be treated under this Agreement consistent with the principles
          of this Paragraph.

     (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 (e.g., stickers) 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 players 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, NBAP 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 mace 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.


                                       19




     
<PAGE>




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

22.  [CONFIDENTIAL TREATMENT REQUESTED]

     (a)  If (x) as a result of the [CONFIDENTIAL TREATMENT REQUESTED].

          (i)  LICENSEE's aggregate minimum royalties shall be [CONFIDENTIAL
               TREATMENT REQUESTED] of the minimum royalty for such Contract
               Year [CONFIDENTIAL TREATMENT REQUESTED] with respect to the 1st
               Contract Year); and

          (ii) LICENSEE shall be [CONFIDENTIAL TREATMENT REQUESTED] of the
               minimum royalty for such Contract Year, whereupon LICENSEE shall
               [CONFIDENTIAL TREATMENT REQUESTED] made thereafter in accordance
               with this Agreement [CONFIDENTIAL TREATMENT REQUESTED].


     (b)  If (x) [CONFIDENTIAL TREATMENT REQUESTED].

     (c)  With respect to any Contract Year in which [CONFIDENTIAL TREATMENT
          REQUESTED].

     (d)  If Paragraph 23(a) [CONFIDENTIAL TREATMENT REQUESTED].

23.  MISCELLANEOUS

     (a)  [CONFIDENTIAL TREATMENT REQUESTED]: In the event of a [CONFIDENTIAL
          TREATMENT REQUESTED].

     (b)  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(b), 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 and/or A&P Minimums
          with respect to the affected country or region, or other appropriate
          adjustments to the 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 sub-paragraph 23(a) above.

     (c)  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 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


                                       20




     
<PAGE>




          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. NBAP acknowledges that, as of the date hereof, it has received
          consideration from Marvel for the right to assume SkyBox's rights
          under its existing license agreement with NBAP, in connection with
          Marvel's acquisition of SkyBox.

     (d)  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.

     (e)  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(g) shall survive the expiration or termination of this Agreement.

     (f)  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.

     (g)  Confidentiality: Neither party shall (nor shall they permit or cause
          their employees or agents to) divulge, disseminate or publicize
          information relating to this Agreement or the financial or other
          terms of this Agreement (including any information on the
          specifications or methods of reproduction of the Licensed Marks) or
          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

     (h)  Construction: This Agreement has been executed in a text using the
          English language, which text shall be controlling. This Agreement,
          together with any exhibits or attachments, constitutes the entire
          agreement and understanding between the parties and cancels,
          terminates and supersedes any prior agreement or understanding
          relating to the subject matter of this Agreement between LICENSEE and
          the NBA, any Member Team, NBAP or NBAE. The headings in this
          Agreement are for reference purposes only and shall not affect the
          interpretation of this Agreement. This Agreement shall not be binding
          on NBAP until signed on its behalf by its President or Senior Vice
          President, Business Affairs.

                                     # # #



                                       21




     
<PAGE>



                                   SCHEDULE A

                        NORTH AMERICA NBA MEDIA & EVENTS

<TABLE>
<CAPTION>
SkyBox Brands                         1995-96             1996-97                1997-98              1998-99
-------------                         -------             -------                -------              -------
<S>                                   <C>                <C>                     <C>                  <C>
NBA Media                           [CONFIDENTIAL TREATMENT REQUESTED]

Youth Educational
Programs

All-Star
Jam Session

Team Card
Sheet Prog.

Broadcast Dinner

Additional  Programs*
  "TBD"


Fleer Brands
-------------

NBA Media

All-Star
Jam Session

Jam Session
US Tour

Additional Programs*
  "TBD"

</TABLE>


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



                                       22