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                                                                Exhibit: 10.20FD

                                LICENSE AGREEMENT

      This "Agreement" is entered into as of June 1, 1996, by and between
Hollywood Ventures Corporation, a California corporation, 9255 Sunset Boulevard,
Suite 405, Los Angeles, California 90069 ("Licensor") and Third Quarter
Corporation d/b/a Fundex, an Indiana corporation ("Licensee"), 3750 West 16th
Street, Indianapolis, Indiana 46222.

      WHEREAS, Licensor is the owner of certain rights in the property described
and/or illustrated in Schedule A ("Property") including, but not limited to the
Trademarks listed in Schedule B ("Trademarks");

      WHEREAS, Licensee desires to use the Property and/or the Trademarks on or
in connection with the products identified in Schedule C ("Licensed Products")
in the countries identified m Schedule D ("Territory"); and

      WHEREAS, Licensor is willing to grant Licensee the right to use the
Property and/or the Trademarks on such Licensed Products.

NOW, THEREFORE, in consideration of their mutual promises, covenants and
conditions contained herein, it is agreed as follows:

      1. OWNERSHIPS OF RIGHTS. Licensor is the exclusive owner of the fight to
license the Property and Trademarks for use in association with the Licensed
Products in the Territory pursuant to a grant of rights by the owners, Nestor
Productions, Inc. and Big Comfy Corp, (the "Owners"). With the exception of the
rights expressly licensed hereunder to Licensee, all other fights relating
thereto are expressly reserved by Licensor, Nestor Productions, Inc. and Big
Comfy Corp.

      2. GRANT OF LICENSE. Licensor grants to Licensee an exclusive,
non-transferable, non-assignable license, without the right to grant
sub-licenses, to use the Property and/or the Trademarks solely on or in
connection with the manufacture, sale, offering for sale, advertising, promotion
and distribution of the Licensed Products and solely within the Territory and,
for this purpose only, to affix the Trademarks on or to packaging, displays,
sales, advertising and promotional materials sold, used or distributed in
connection with the Licensed Products ("Promotional and Packaging Material").
The foregoing notwithstanding, Licensee shall not directly nor indirectly
through any affiliate company in which Licensee or any of its controlling
shareholders, officers or directors own an interest individually or in the
aggregate in excess often percent (10%), sell any Licensed Products directly to
consumers, including but not limited to direct response sales, direct sales and
personal appearance sales. Licensee's sales shall be to bona fide retailers or
through bona fide wholesalers which shall sell the Licensed Products only to
retailers.

      3. TERM AND OPTIONS. (a) This Agreement shall commence and be effective on
June 1, 1996 ("Effective Date") provided this Agreement has been executed by
both parties and Licensor has received the fully executed Agreement and the
Advance. Thereafter, this Agreement shall continue for an "Initial Term"
terminating on December 31, 1998, unless terminated prior thereto pursuant to
this Agreement. An Advance of ten thousand dollars ($10,000) is payable upon
execution of this Agreement as a non-refundable Advance against Royalties
("Advance").
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       (b) If Licensee is in full compliance with this Agreement during the then
Initial Term and Licensee's sales during the Term will have resulted in Royalty
payments remitted to Licensor of at least $200,000, Licensor agrees to grant to
Licensee the option ("Option") to extend the Term for additional two (2) years
provided that Licensee gives Licensor at least ninety (90) days prior written
notice of its intention to exercise such Option.

       (c) In the event of the termination or expiration of this Agreement,
Licensor shall have the sole option to grant Licensee an extension option
("Extension Option") to extend the Term of this Agreement for a period up to
July 1, 2001, at Licensor's sole option.

       4. ROYALTY PROVISIONS. (a) Licensee agrees to pay Licensor a Royalty of
eight percent (8%) based upon Net Sales of the Licensed Products sold in the
Territory or, if Licensed Products are sold on terms F.O.B. a shipping point
outside of the Territory, a Royalty of ten percent (10%) based upon Net Sales
of the Licensed Products (the "Royalty").

       (b) "Net Sales" shall mean gross sales less actual quantity discounts and
returns actually credited. No deduction shall be made for cash or other
discounts, commissions or uncollectible accounts nor for any costs incurred in
the manufacture, sale, distribution or exploitation of the Licensed Products. A
Royalty shall also be paid by Licensee based on Licensee's usual Net Sales price
on all unbilled Licensed Products distributed by Licensee or any of its
affiliated companies. Licensee has discretion to set pricing; however, all
pricing shall be established by Licensee in a commercially reasonable manner and
all Licensed Products shall be sold by Licensee at competitive prices not
substantially more nor substantially less than the price customarily charged by
Licensee for similar products to unaffiliated businesses. Royalties accruing
during any Sell-Off Period shall not be applied against the Advance or the
Guaranteed Minimum Royalty.

       (c) For the Initial Term, Licensee agrees to pay Licensor a "Guaranteed
Minimum Royalty" of no less than forty thousand dollars ($40,000), of which no
less than one-half (1/2) of the Guaranteed Minimum Royalty shall be paid to
Licensor at the end of each twelve (12) month period of the Initial Term. If
upon expiration of the first twelve (12) month period and for each and every
twelve (12) month period thereafter (or upon termination of this Agreement in
the event such occurs less than twelve (12) months following the last Guaranteed
Minimum Royalty payment period) the total Royalties paid by Licensee to Licensor
are less than the Guaranteed Minimum Royalty for said twelve (12) month period,
Licensee shall immediately pay any such deficiency of the Guaranteed Minimum
Royalty to Licensor. Advances previously remitted to Licensor from Licensee for
any such twelve (12) month period shall be applied as a credit toward the
current Guaranteed Minimum Royalty.

       5. STATEMENTS AND PAYMENTS. (a) Licensee shall provide Licensor within
thirty (30) days after the end of each calendar quarter ("Royalty Period") a
complete and accurate statement of its Net Sales for that quarter, said
statement to be certified as accurate by an officer of Licensee, and
corresponding Royalties owing to the Licensor. Such statements, which shall be
in conformance with the requirements of Licensor (including, but not limited to,
reporting separately by Licensed Product sku by size, licensed character
utilized, etc.), must be submitted whether or not any Licensed Products have
been shipped or Royalties have been earned.


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      (b) Acceptance by Licensor of any statement furnished or Royalty paid
shall not preclude Licensor from questioning its correctness and in the event of
inconsistencies or mistakes, they shall be immediately rectified by Licensee.

      (c) All payments shall be remitted in United States currency payable to
the order of Hollywood Ventures Corporation and mailed to the HVC address stated
in the preamble or as may be revised hereafter. Any conversion of foreign
currency to United States currency shall be at an exchange rate no less than
offered by Chase Manhattan Bank in New York, New York, on the date of
conversion.

      (d) Time is of the essence with respect to all payments and interest at
the rate of one and one-half percent (1 1/2%) per month shall accrue on any
amount due Licensor calculated from the date on which payment was due.

      (e) Any and all Royalty payments, whether denoted as Advances, as
Guaranteed Minimum Royalty payments or otherwise, shall be non-refundable,

      6. AUDIT. Licensee shall keep accurate books of account covering all
transactions relating to this Agreement. Licensor and/or its representatives
shall have the right, at reasonable hours of the day upon reasonable notice, to
examine such books and all other documents and material in the possession,
custody or control of Licensee with respect to this Agreement and to make copies
and summaries thereof no more than two (2) times per twelve (12) month period.
In the event an Audit reveals an underpayment, Licensee shall immediately remit
payment in the amount of the underpayment plus interest calculated at the rate
of one and one-half percent (1 1/2%) per month from the date such payments were
due. In the event such underpayment is greater than $1,000.00 or five percent
(5%) of the reported royalty, whichever is greater, for any Royalty Period,
Licensee shall reimburse Licensor for the cost and expense of such Audit. All
books of account and records of Licensee relating to this Agreement shall be
retained for at least three years after termination of this Agreement.

      7. QUALITY, NOTICES, APPROVALS AND SAMPLES. (a) The quality and style of
the Licensed Products and all Promotional and Packaging Material relating to the
Licensed Products shall be at least as high as the best quality of similar goods
presently sold or distributed by Licensee in the Territory. Each Licensed
Product shall comply with all applicable laws, regulations and established
industry standards. Licensor shall at all times have the right to inspect the
manufacturing facilities of the Licensed Products upon five (5) days notice to
Licensee, and all such facilities shall comply with all applicable laws,
regulations and industry standards.

      (b) All Promotional and Packaging Material and all Licensed Products on
which the Products and/or Trademarks are used shall contain the name and address
(at least city and state) of Licensee as well as the following legal notices,
both of which shall be permanently affixed:

      c 1996 Big Comfy Corp.
      TM and c designate trademark and copyrights of Big Comfy Corp. and are
      used under license by (name of Licensee).
      All Rights Reserved.


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      (c) Before commencing the design of the Licensed Products or Promotional
and Packaging Material which have not been previously approved, Licensee shall
submit for Licensor's written approval copies of all preliminary artwork.
Licensor shall have ten (10) business days to respond to submittals.

      (d) Prior to the use of any Promotional and Packaging Material and/or the
sale and distribution of the Licensed Products, Licensee shall submit at its
cost, but for Licensor's approval, three (3) complete sets of samples of all
Licensed Products intended to be sold and distributed and three (3) complete
sets of samples of all Promotional and Packaging Material intended to be used,
none of which may be used, sold, or distributed until receipt of written
approval of said samples from Licensor.

      (e) Upon commencement of distribution of the Licensed Products, Licensee
shall submit, at its own expense, an additional twenty-four (24) sets of the
above referenced samples.

      (f) Thereafter, from time to time, Licensor may require Licensee to submit
at its own cost up to an additional five (5) sets of samples of Licensed
Products and/or Promotional and Packaging Material to monitor the quality for
continued approval.

      (g) Licensor shall have the absolute right to inspect the facilities where
any Licensed Products are being manufactured and/or packaged from time to time
without notice.

      (h) In the event the above quality standards are not maintained throughout
the Term, Licensor has the right to require Licensee to immediately discontinue
manufacturing, selling and distributing Licensed Products which do not meet such
quality standard.

      (i) Approval or disapproval of Licensed Products shall lie solely in
Licensor's discretion, and any Licensed Product not so approved in writing shall
be deemed unlicensed and shall not be manufactured or sold by Licensee. Any
modification of a Licensed Product, including, but not limited to, change of
materials, color, design or size, must be submitted in advance for Licensor's
written approval. Approval of a Licensed Product which uses particular artwork
does not imply approval of such artwork for use with a different Licensed
Product.

      8. ARTWORK. The form and content of all work relating to the Property and
Trademarks must be approved by Licensor prior to use. Licensor will provide to
Licensee upon request, at Licensee's expense, artwork which Licensee reasonably
requests. All artwork relating to the Property and Trademarks, regardless of who
created or contributed to the works, shall be the sole and exclusive property of
Licensor. All Licensed Products not meeting the standard of approved samples
shall be destroyed by Licensee. All Licensed Products not meeting the standard
of approved samples shall be destroyed by Licensee. Licensee shall pay Licensor,
within thirty (30) days of receiving an invoice therefor, for artwork done by
Licensor or third parties under contract to Licensor in the development and
creation of the Licensed Products, display, packaging or promotional material.

      9. GOODWILL, Licensee recognizes the value of the good will associated
with the Property, and Trademarks and acknowledges that each have acquired
secondary meaning. Licensee agrees, during the Term(s) and thereafter, never to
attack the rights of Licensor in such or the validity of this license. Licensee
agrees that its use of the Property and/or Trademarks inures to the benefit of
Licensor and that Licensee shall not acquire any rights in


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the Property or Trademarks.

      10. TRADEMARK AND COPYRIGHT. (a) Licensor may obtain, at its own expense
and in its name, appropriate copyright and trademark protection for the Property
and/or Trademarks and Licensee agrees to cooperate with Licensor in all such
matters.

      (b) Licensee agrees that it shall not at any time apply for any
registration of any copyright, trademark or any other designation which would
affect the ownership of the Property and/or Trademarks nor file any document
with any governmental authority to take any action which would affect the
ownership thereof; however, Licensee shall register as a registered
user/licensee, at Licensee's expense, in any country where registration of the
Licensee of a trademark or copyright is required.

      (c) Licensee agrees that it shall not at any time use or authorize the use
of any trademark, trade name or other designation identical with or
substantially similar to the Trademarks. Licensee agrees not to associate the
Property and/or Trademarks with other properties, trademarks, personalities, or
characters without Licensor's written permission.

      (d) Licensee agrees to assist Licensor in the enforcement of Licensor's
rights in the Property and/or Trademarks With respect to any such claims and
suits, Licensor shall employ counsel of its own choosing to direct the
litigation and any settlement thereof. Licensor shall be entitled to receive and
retain all amounts awarded as damages, profits or otherwise in connection with
such claims.

      11. INDEMNIFICATION. Licensee agrees to defend, indemnify and hold
Licensor, and its parent company, their officers, agents and employees, and the
Owners harmless against any and all liability, claims, demands, suits, loss,
damages, causes of action and judgment, out-of-pocket costs and expenses,
including reasonable attorney's fees, arising out of Licensee's manufacture,
sale, offering for sale, distribution, promotion and/or advertising of the
Licensed Products.

      12. INSURANCE. Licensee shall, throughout the Term, obtain and maintain at
its own expense standard product liability insurance, the form of which must be
acceptable to Licensor, naming Licensor named as an additional insured. Such
policy shall provide protection against all claims, demands and causes of action
arising out of any defects or failure to perform, alleged or otherwise, of the
Licensed Products or any use thereof. The amount of coverage shall be a minimum
of $1,000,000 for each claim and $3,000,000 in the aggregate with a deductible
not to exceed $5,000 for each single occurrence for bodily injury and/or
property damage. The policy shall provide for thirty (30) days notice to
Licensor from the insurer in the event of any modification or termination of
such coverage. Licensee shall furnish Licensor a certificate of insurance
evidencing same within thirty (30) days after execution of this Agreement but in
any event, prior to any manufacture and distribution of the Licensed Products.

      13. EXPLOITATION BY LICENSEE. (a) Licensee shall commence manufacture,
distribution, and sale of the Licensed Products in commercially reasonable
quantities within six (6) months after the Effective Date and, thereafter, shall
continue to distribute and sell all of the Licensed Products throughout the
Territory on a continuous basis in a commercially reasonable manner. Licensee
shall place at least one full- color print trade advertisement of the entire
Licensed Product line every six (6) months, which advertisement shall be placed
in the highest-circulation trade publication. Licensee shall additionally
produce new and original sales


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materials no less frequently than every twelve (12) months. Licensee shall also
consult with Licensor concerning possible updating of the Licensed Product line
on an annual basis. Any such updating and revisions shall be subject to the
approval criteria stated elsewhere in this Agreement.

      (b) Any Property (Character), Trademark or Licensed Product which is not
diligently exploited at any time following the expiration of the initial twelve
(12) months after the Effective Date shall be deemed abandoned by Licensee, and
in such event the license for such Property, Trademark or Licensed Product shall
terminate and revert back to Licensor automatically. In the event of a dispute,
Licensee shall have the burden of establishing that Licensee was diligently
exploiting the Property, Trademark or Licensed Product as required herein.

      (e) Any charges, fees or royalties payable for music rights, rights to
fabrications, rights for voices, or any other rights not covered specifically by
this Agreement shall be additional to the Royalty and covered by separate
agreement

      14. PREMIUMS, PROMOTIONS AND SECONDS. (a) Licensor shall have the sole
right to license third parties to utilize any of the Licensed Products in
connection with premium, giveaway, purchase-with-purchase promotions,
fund-raisers, sweepstakes or promotional arrangements. For purposes of this
Agreement a "premium" is a product or a product combined with a service which is
sold or supplied in association with the promotion of another product or
service, or offered in association with the sales promotion activities of
retailers, wholesalers or manufacturers in association with incentive programs.

      (b) Licensee shall not sell, distribute or use or permit any third party
to sell, distribute or use any Licensed Products which are damaged, defective,
seconds, irregulars or otherwise fail to meet the specifications and/or quality
control or notice requirements of this Agreement. All Licensed Products not
meeting the standard of approved samples shall be destroyed by Licensee.

      15. TERMINATION. The following are in addition to the termination rights
provided elsewhere in this Agreement;

            (a) Immediate Right of Termination. Licensor shall have the right to
      immediately terminate this Agreement on written notice should Licensee:

                  (i) Make, sell, offer for sale, use or distribute any Licensed
            Product or Promotional or Packaging Material without having the
            prior written approval of Licensor or continues to make, sell, offer
            for sale, use or distribute such after receipt of notice from
            Licensor withdrawing approval of same due to subsequent
            non-compliance;

                  (ii) Fail, after receipt of written notice from Licensor to
            immediately discontinue the distribution of sale of Licensed
            Products or the use of any Promotional or Packaging Material which
            does not contain the appropriate legal legend;

                  (iii) Subject to any voluntary or involuntary order of any
            government agency involving the recall of any of the Licensed
            Products;


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                  (iv) Or its controlling shareholders, officers, directors or
            employees take any actions in connection with the manufacture, sale,
            distribution or advertising of the Licensed Products or the
            Promotional and Packaging Material which damages or reflects
            adversely upon Licensor, the Property and/or Trademarks;

                  (v) Breach any of the provisions of this Agreement relating to
            the unauthorized assertion of rights in the Property or Trademarks;

                  (vi) Fail to make timely payment of Royalties when due or fail
            to make timely submission of Royalty statements when due two or more
            times during a twelve-month period or fail to pay the Guaranteed
            Minimum Royalty; or

                  (vii) Breach any provision of this Agreement prohibiting
            Licensee from directly or indirectly assigning, transferring,
            sublicensing or other encumbering of this Agreement or any of its
            rights or obligations hereunder.

            (b) Right to Terminate on Notice. A party may terminate this
      Agreement on thirty (30) days written notice to the other party, under any
      of the following circumstances, provided that during the thirty (30) day
      period, the defaulting party fails to cure the breach;

                  (i) Should Licensee fail to commence sale and distribution of
            the Licensed Products in all countries in the Territory;

                  (ii) Should Licensee, after commencing to sell and distribute
            Licensed Products, fail to continue to sell and distribute such in
            commercially acceptable quantities in all countries in the Territory
            for two consecutive Royalty Periods;

                  (iii) Should Licensee violate any of its obligations under
            this Agreement;

                  (iv) Should Licensee file a petition in bankruptcy or be
            adjudicated a bankrupt or insolvent, make an assignment for the
            benefit of creditors, an arrangement pursuant to any bankruptcy law,
            or if Licensee discontinues its business or if a receiver is
            appointed for Licensee which is not discharged within thirty (30)
            days thereafter; or

                  (v) Should the other party commit a material breach of any
            other provision of this Agreement which is not cured within thirty
            (30) days after receiving notice from the non-breaching party.

                  (vi) Should any Licensed Products be sold by Licensee at
            prices which are clearly not competitive prices as such are
            customarily charged by Licensee for similar products to unaffiliated
            businesses.

       16. EFFECT OF TERMINATION. (a) If this Agreement is terminated under
paragraph 15(a), no Licensed Products may be sold or distributed or any
Promotional or Packaging Material used without the prior expressed approval of
Licensor.


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      (b) Upon termination of this Agreement, notwithstanding anything to the
contrary herein, all Royalties on shipments made shall become immediately due
and payable.

      (c) If this Agreement is terminated under provision other than paragraph
15(a), Licensed Products which are on hand or in process at the time the notice
of termination is received or at the time of the expiration of the Agreement, as
the case may be, may continue to be sold or distributed for a sixty (60) day
period ("Sell-Off Period"), provided that all Royalties with respect to that
period are paid and that Licensor may itself use or license the use of the
Property and/or Trademarks in any manner and that Licensee provide Licensor an
inventory of Licensed Products it intends to sell or distribute during such
period.

      (d) After termination of this Agreement, all rights hereunder shall revert
to Licensor who may license others to use the Property and/or Trademarks in any
way whatsoever. Thereafter, Licensee shall refrain from any further use of the
Property and/or Trademarks and turn over to Licensor all molds and other
materials which reproduce the Licensed Products or shall give Licensor
satisfactory evidence of their destruction, at Licensor's sole option. Licensee
shall be responsible for any damages caused by the unauthorized use of such
molds or reproduction materials which are not turned over or destroyed.

      (e) Licensee acknowledges that its failure to cease the manufacture, sale
or distribution of Licensed Products or any class or category thereof at the
time of termination or expiration will result in immediate and irreparable harm
to Licensor and to the rights of any subsequent licensee. Licensee acknowledges
that there is no adequate remedy at law for failure to cease the manufacture,
sale, or distribution and Licensee agrees that in the event of such failure,
Licensor shall be entitled to equitable relief by way of injunctive relief and
such other relief as any court with jurisdiction may deem proper.

      (f) Within thirty (30) days after termination or expiration of this
Agreement, Licensee shall provide Licensor with a statement indicating the
number and description of the Licensed Products which it had on hand or in the
process of manufacturing as of the expiration or termination. Licensor shall
have the option of conducting a physical inventory to ascertain or verify such.
In the event Licensee refuses to permit Licensor to conduct such physical
inventory, Licensee shall forfeit its fights hereunder to dispose of such
inventory.

      17. FAN MAIL. Licensee agrees to include on its packaging of appropriate
Licensed Products, as determined by Licensor, the following message in prominent
position:

             Write to your friends on "The Big Comfy Couch" at:
             P O. Box 15338, Beverly Hills, California 90209-1338.

      18. PURCHASE OF LICENSED PRODUCTS. Licensor shall have the right to
purchase some or all of the Licensed Products from time to time, at such times
and in such quantities as Licensor desires.

            (a) If Licensor desires to purchase Licensed Products for
      promotional purposes only (not for resale), Licensee agrees to sell such
      Licensed Products at Licensee's cost plus ten percent (10%), with the
      royalty owing to Licensor being waived for these purposes only.


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            (b) If Licensor or a third party secured by Licensor desires to
      purchase Licensed Products for resale through premium sales, direct
      response, direct sales, personal appearances or other means (other than to
      retailers or wholesalers to retailers), Licensee agrees to sell such
      Licensed Products upon the most favorable terms and at the lowest
      wholesale price offered by Licensee to any of its customers, regardless of
      quantity requirements, including a Royalty to Licensor of eleven percent
      (11%) and an additional sales commission of five percent (5%) payable at
      the time the Royalty is due to Licensor.

            (c) If Licensor or a third party designated by Licensor desires to
      purchase Licensed Products for sales to public television stations only
      for their resale to the general public for fundraising purposes, Licensee
      agrees to sell such Licensed Products upon the most favorable terms and at
      the lowest wholesale price offered by Licensee to any of its customers,
      regardless of quantity requirements, including the Royalty owing to
      Licensor.

      19. NOTICES. All notices or payments required to be sent to either party
shall be in writing at the last known addresses of the parties. Any notice of
breach, default or termination shall be sent by certified mail, return receipt
requested.

      20. MISCELLANEOUS; (a) This Agreement does not create a partnership or
joint venture and Licensee shall have no power to obligate or bind Licensor
whatsoever.

      (b) This Agreement shall be governed by the law of the State of California
and any claims arising hereunder shall, at Licensor's election, be maintained in
Los Angeles, California.

      (c) No waiver by either party of a breach or a default hereunder shall be
deemed a waiver of a subsequent breach or default.

      (d) In the event that any provision of this Agreement shall be invalid,
illegal or unenforceable in any respect, such shall not affect any other
provision and this Agreement shall be interpreted and construed as if such
provision, to the extent invalid, illegal or unenforceable, had never been part
of the Agreement.

      (e) Licensee's rights hereunder may not be assigned, disposed of, or
transferred, voluntarily or involuntarily, to anyone else without Licensor's
written approval. Without limitation to the previous sentence, a merger of
Licensee into another company or the transfer of a controlling interest in
Licensee shall be deemed a disposal of Licensee's rights hereunder, which, to be
effective, would require Licensor's written approval.

      (f) Headings of paragraphs herein are for convenience of reference only
and are without substantive significance.


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      (g) This Agreement represents the entire understanding between the parties
with respect to the subject matter and supersedes all previous representations,
understandings or agreements, written or oral, and cannot be modified except by
written instrument.

      IN WITNESS WHEREOF, the parties execute this Agreement for the purposes
stated above.

                              AGREED AND ACCEPTED
                              HOLLYWOOD VENTURES CORPORATION

                              By: /s/ Richard Goldsmith
                                  ----------------------------------------------
                                  (a duly authorized officer)

                              Name and Title: Richard Goldsmith, President & CEO
                                              ----------------------------------
                                              (print)

                              Date: July 24, 1996

                              AGREED AND ACCEPTED
                              THIRD QUARTER CORPORATION

                              By: /s/ Chip Voigt
                                  ----------------------------------------------
                                 (a duly authorized officer)

                              Name and Title: Chip Voigt, President
                                              ----------------------------------
                                              (print)

                              Date: July 23, 1996
                                    --------------------------------------------


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                                   SCHEDULE A

      The PROPERTY is/are the following associated with the television series
"The Big Comfy Couch": THE BIG COMFY COUCH (excluding the fabrication design).

       Note: All character names shall at all times be followed by the phrase:

                           from "The Big Comfy Couch"

                                   SCHEDULE B

       LIST OF TRADEMARKS: The Big Comfy Couch name and logo.

                                   SCHEDULE C

      LIST OF LICENSED PRODUCTS: An inflatable couch in a size and manner to be
functional as furniture for children to sit on which and in association with
which the Property and/or Trademarks are used. In addition to the general
reservation of rights not expressly granted, Licensor expressly reserves the
right to license the above referenced products with electronics and,
notwithstanding the foregoing, to license other inflatable couches for uses
including, but not limited to, flotation devices.

                                   SCHEDULE D

      LICENSED TERRITORY: The United States and Canada and their respective
territories and possessions.

                                    HOLLYWOOD VENTURES CORPORATION

                                    By: /s/ Richard Goldsmith, President & CEO
                                        ----------------------------------------

                                    THIRD QUARTER CORPORATION

                                    By: /s/ Chip Voigt
                                        ----------------------------------------