LICENSE AGREEMENT

         THIS NON-EXCLUSIVE LICENSE AGREEMENT ("AGREEMENT") dated as of
September 20 2000, is by and between GENIUS PRODUCTS, INC., a California
Corporation ("LICENSOR"), c/o GLOBAL ICONS L.L.C. (hereinafter referred to as
("GLOBAL") located at 3679 Motor Avenue, Suite 200, Los Angeles, California,
90034; telephone # (310) 253-5100; fax # (310) 253-5139; and J. WASSON
ENTERPRISES, INC. whose address is 6952 South 220th Street, Kent, WA 98032,
telephone # (253) 395-1017; fax # (253) 395-1042 an Oregon Corporation
("LICENSEE"). The parties agree as follows:

                                    RECITALS
                                    --------

         LICENSOR owns or otherwise has the rights to license the copyrights and
trademarks listed in SCHEDULE A (the "PROPERTY");

         LICENSEE is a manufacturer, marketer and distributor of products which
would benefit from use of the Property;

         LICENSEE recognizes the great value of the goodwill associated with the
Property, and recognizes that the Property and associate goodwill are of great
value to LICENSOR; and

         LICENSOR desires to grant and LICENSEE desires to acquire a license to
manufacture, distribute and/or sell various products (as specified below)
utilizing the Property under the terms and conditions as set forth below.

1.       GRANT OF LICENSE; TERM; LIMITATIONS

         (a)      LICENSE. Subject to the terms and conditions of this
                  Agreement, including but not limited to the rights reserved in
                  Paragraph 1(b), 1(c), 1(d) and 1(e), LICENSOR grants to
                  LICENSEE a non-exclusive, nontransferable right and license to
                  use the Property in the manufacture, distribution and sale of
                  the "LICENSED PRODUCT(S)" (as defined in Paragraph 1(c)) in
                  the "TERRITORY" (as defined in Paragraph 1(d)) and in the
                  Channels of Distribution (as defined in Paragraph 1(d)) (the
                  "LICENSE"). Other than as set forth herein, LICENSEE agrees
                  not to use the Property, directly or indirectly, in any area
                  other than the Territory or on any goods other than the
                  Licensed Products, and agrees not to sell any Licensed
                  Products with the knowledge or constructive knowledge that the
                  purchaser intends to resell the Licensed Products outside the
                  Territory. Further, LICENSEE agrees not to sell any Licensed
                  Products in the Territory to any party identified by LICENSOR
                  in a notice to LICENSEE, or known to LICENSEE, as having
                  previously resold, or reasonably suspected of having
                  previously resold, any Licensed Products outside the
                  Territory. Upon knowledge of such intended or actual
                  unauthorized sale, LICENSEE shall immediately advise LICENSOR
                  of all details of such sales and shall immediately cease all
                  sales to such third party.

         (b)      LIMITATIONS ON LICENSE: No license is granted hereunder for
                  the use of the Property for any purpose other than on or in
                  connection with the Licensed Products. LICENSEE shall not sell
                  Licensed Products to any customers which are disapproved in
                  writing by LICENSOR. No license is granted hereunder for the
                  manufacture, sale or distribution of Licensed Products to be
                  used for the purpose of increasing the sale of another item;
                  promoting or publicizing any product or service; fund-raising
                  or as giveaways; or to motivate a sales force, merchant,
                  consumer, or any other person to perform a specific act. In
                  the event LICENSEE desires to sell Licensed Products for such
                  purposes, LICENSEE acknowledges and agrees that it shall first
                  seek and obtain a separate license from LICENSOR and that the
                  third party user thereof shall also obtain a separate license
                  from LICENSOR for such use of Licensed Products.

         (c)      LICENSED PRODUCTS. The "LICENSED PRODUCTS" are defined as
                  delineated and categorized in SCHEDULE 1(c) attached hereto
                  and incorporated herein, manufactured by LICENSEE, approved as
                  to quality by LICENSOR prior to public exposure as provided by
                  Paragraph 5, and that bear the LICENSOR's trademarks on the
                  said products and any labels, in accordance with the
                  provisions of Paragraph 1(f).



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         (d)      TERRITORY; CHANNELS OF DISTRIBUTION. The License granted in
                  Paragraph 1(a) above is limited to the United States, its
                  territories and possessions and Canada ("TERRITORY"). LICENSEE
                  only shall make sales of Licensed Products through the
                  Channels of Distribution as defined and delineated in SCHEDULE
                  1(d) attached hereto and incorporated herein.

         (e)      OWNERSHIP AND RESERVED RIGHTS. LICENSOR reserves and retains
                  the right, title and interest in the Property, and reserves
                  and retains the right to license, design, manufacture,
                  distribute and sell at wholesale, retail or otherwise all
                  goods, including the Licensed Products, in the world,
                  including the Territory. LICENSEE may not use the Property in
                  any manner other than as expressly licensed under this
                  Agreement. LICENSEE shall not claim any right, title or
                  interest in the Property or goodwill associated therewith
                  other than pursuant to the limited license granted in this
                  Agreement and hereby waives any right it otherwise might
                  acquire as a licensee, distributor or holder of a business
                  opportunity.

         (f)      PROPERTY USE AND MARKING. LICENSEE shall use the Property in a
                  manner that does not derogate LICENSOR's rights therein or in
                  any manner detract from or damage the goodwill associated
                  therewith. When the Property is used in text, it shall be
                  distinguished from the surrounding text. When LICENSEE uses
                  the any trademark on Licensed Products, labels, hang tags,
                  packaging, or in advertisements or other promotional material,
                  the trademark shall be designated as such by use of the "TM"
                  notation or the "(R)" symbol, as directed by LICENSOR, as a
                  superscript to the mark. LICENSEE agrees that the trademark
                  will appear on each Licensed Product and its packaging, if
                  any. LICENSEE shall use only those tags, labels and packaging
                  materials which have been previously approved in writing by
                  LICENSOR. On all Licensed Products, LICENSEE shall affix such
                  legends, markings and notices as reasonably required by
                  LICENSOR and the law. LICENSEE acknowledges that the omission
                  of the notice shall be considered a material breach of this
                  Agreement.

         (g)      LICENSE TERM. Subject to earlier termination as otherwise
                  provided in this Agreement, the term of the License hereunder
                  shall commence on November 1, 2000 and will continue until
                  December 31, 2003 (the "LICENSE TERM").

         (h)      LICENSE Renewal: Provided that Licensee is in compliance with
                  all terms and conditions under this Agreement and that the
                  Royalties, as defined below, reach the minimum of Two Hundred
                  Thousand Dollars ($200,000) during the Term of the Agreement,
                  this Agreement shall be automatically renewed for an
                  additional period of two (2) years under the same terms and
                  conditions.

         (i)      NO SUBLICENSE OR ASSIGNMENT.

                  (i)      LICENSEE has no right to, and shall not, transfer or
                           assign, or grant any sublicense, concession, right or
                           privilege relating to, the Property or the Licensed
                           Products either directly, indirectly or by operation
                           of law. A change of ownership, as defined in
                           Paragraph 9(c)(1) shall constitute an assignment.

                  (ii)     LICENSEE shall contract for the manufacture of the
                           Licensed Products by a third party only pursuant to a
                           written agreement with such third party approved in
                           writing by LICENSOR.

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2.       MANUFACTURING, MARKETING AND PROMOTION

         (a)      MANUFACTURE. LICENSEE agrees that the Licensed Product shall
                  equal or exceed all industry and government standards
                  established in respect of safety and fitness for use. All
                  applicable government standards of the Territory shall be
                  followed, whether federal, state or local. If the Territory is
                  the U.S. or is inclusive of the U.S., such standards shall
                  include, but not be limited to, the Consumer Product Safety
                  Act and all appropriate sections of the Code of Federal
                  Regulations, and to the extent applicable, the Products shall
                  equal or exceed the standards set forth in the Hazardous
                  Substances Act, the Flammable Fabrics Act, the Child Safety
                  Protection Act and the Toy Manufacturers of America Safety
                  Standards as contained in ASTM F963 and comparable industry
                  standards. Prior to commencing shipment of each Licensed
                  Product and on a regular basis thereafter but no less
                  frequently than annually, or as otherwise requested by
                  LICENSOR, LICENSEE agrees to provide to LICENSOR at LICENSEE's
                  expense a certificate of an approved independent testing
                  laboratory certifying that the Products comply with such
                  standards and regulations. Each certificate that is provided
                  must specifically describe the Products that are covered by
                  the certificate, including the manufacturing source of the
                  Products being tested.

         (b)      MARKETING AND PROMOTION. LICENSEE shall use its best efforts
                  to exploit the License throughout the Territory, including but
                  not limited to, selling commercial quantities of a
                  representative sampling of the Licensed Products of the
                  various styles as approved by LICENSOR; offering for sale the
                  Licensed Products so that they may be sold to the consumer on
                  a timely basis; and maintaining a sales force sufficient to
                  provide effective distribution throughout the Territory; and
                  cooperating at LICENSEE'S expense with LICENSOR's and any of
                  its other licensees' marketing, merchandising, sales and
                  anti-counterfeiting programs. Failure of LICENSEE to commence
                  marketing the Licensed Products within (9) months of the date
                  of this Agreement shall be a material breach of this
                  Agreement.

         (c)      ADVERTISING AND PROMOTION; APPROVAL. All advertising and
                  promotion of the Licensed Products must be consistent with the
                  high quality, image and standards of LICENSOR and shall be
                  subject to the prior express written approval of LICENSOR. No
                  advertising or promotional material shall refer to LICENSEE's
                  name except for advertisements in trade publications and as
                  required by law.

         (d)      THIRD PARTIES. No manufacturer engaged by LICENSEE may sell or
                  ship Licensed Products to any party except LICENSEE; and
                  LICENSEE shall not contract for the manufacture and/or sale of
                  the Licensed Products by a third party without the prior
                  express written approval of LICENSOR and then only pursuant to
                  a written agreement with such third party approved by
                  LICENSOR, unless LICENSOR expressly waives such requirement.
                  The written agreement shall obligate the third party to the
                  applicable obligations of the LICENSEE under this Agreement
                  such as, for example, the quality standards, protection and
                  use of the Property, Confidential Information, right of
                  inspection of premises, books and records, and prevention of
                  resale of seconds.

3.       ROYALTIES.

         (a)      GUARANTEE AND ADVANCE. Licensor hereby guarantees Royalties
                  (as defined in Paragraph 3 (c)) of not less than Forty
                  Thousand Dollars ($40,000) (the "GUARANTEE"). Upon execution
                  of this Agreement, LICENSEE shall pay a non-refundable sum of
                  Twenty Thousand Dollars ($20,000) (the"ADVANCE"), to LICENSOR.
                  The Advance shall serve as an advance against the Royalties
                  (as defined in Paragraph 3(b)) payable by LICENSEE hereunder.
                  Once Royalties owed to LICENSOR surpass the amount of the
                  Advance, LICENSEE shall make monthly Royalty payments as set
                  forth herein. The balance of the Guarantee (i.e., Forty
                  Thousand Dollars ($40,000)), shall be paid in full not later
                  than December 31, 2003 according to the following schedule,
                  provided that such balance is not previously remitted in
                  earned Royalties:

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                  (i)      Ten Thousand Dollars ($10,000) due on or before
                           November 1, 2001; and

                  (ii)     Ten Thousand Dollars ($10,000) due on or before
                           November 1, 2003.

         (b)      "GROSS SALES" for purposes of calculating a Royalty or
                  Royalties (as defined in this Paragraph), shall be the full
                  wholesale prices in U.S. dollars of Licensed Products, billed,
                  invoiced or shipped, whichever is first to occur, by LICENSEE
                  to its customers within the Territory during the "ROYALTY
                  PERIOD" (defined in Paragraph 3(b)(i)), less allowances and
                  less defective merchandise returns actually received by
                  LICENSEE. Returns on account of defective merchandise shall
                  not exceed an aggregate of five percent (5%) of Gross Sales
                  for any three (3) consecutive Royalty Periods. If such returns
                  do exceed the five percent (5%) threshold, it shall be
                  considered a material breach of this Agreement by LICENSEE.
                  LICENSEE agrees to pay a "ROYALTY" to LICENSOR for each
                  Royalty Period in the following amounts:

                  (i)      PERCENTAGES. LICENSEE, as a Royalty, shall pay
                           LICENSOR nine percent (9%) of LICENSEE's Gross Sales
                           in each calendar month no later than the fifteenth
                           (15th) day of each month following the month during
                           which Gross Sales were made, for the duration of the
                           License Term. Each such period is referred to as a
                           "ROYALTY PERIOD."

         (c)      TIME OF PAYMENTS OF ROYALTY. On or before the fifteenth (15th)
                  day after the end of each Royalty Period during the Term, ,
                  LICENSEE shall pay LICENSOR, in U.S. Dollars by check or in
                  any other manner designated by LICENSOR in writing, the
                  greater of the Royalty (applicable for the prior Royalty
                  Period) less the non-refundable Advance not otherwise
                  credited. If LICENSEE earns no Royalties during a Royalty
                  Period or if LICENSEE is in the process of recouping the
                  advance or the remainder of the Guarantee, LICENSEE shall
                  still be obligated to submit to LICENSOR a Royalty Report
                  reflecting the most current financial state of the License
                  granted herein.

         (d)      LIQUIDATED DAMAGES, LATE PAYMENTS. LICENSEE acknowledges that
                  late payment of any sums due to LICENSOR will cause LICENSOR
                  to incur costs not contemplated by this Agreement and that the
                  exact amount of such costs are extremely difficult and
                  impractical to fix. If any payment is not received by LICENSOR
                  within ten (10) days of the due date, LICENSEE shall pay to
                  LICENSOR a late charge on all overdue payments calculated at
                  an annualized rate of eighteen percent (14%) of such overdue
                  sum. This late charge represents a fair and reasonable
                  estimate of the costs that LICENSOR will incur by reason of
                  late payment by LICENSEE.

         (e)      INDEPENDENT COVENANT. The obligation of LICENSEE to pay
                  Royalties is absolute notwithstanding any claim which LICENSEE
                  may assert against LICENSOR. LICENSEE shall not have the right
                  to set-off, compensate against or make any deduction from
                  Royalties for any reason whatsoever.

4.       DEPOSITS; BOOKS AND RECORDS

         (a)      STATEMENTS. At the time each Royalty payment is due, LICENSEE
                  agrees to deliver to LICENSOR a report setting forth: Gross
                  Sales and Royalty payable for the Royalty Period covered by
                  the report, the form of which first shall be approved by
                  LICENSOR and amended as requested by LICENSOR.

         (b)      SEPARATE BOOKS AND RECORDS. LICENSEE shall maintain separate
                  and appropriate books of account and records sufficient to
                  reconcile the number of units manufactured that are Licensed
                  Products with the number of units sold, separated by the
                  appropriate Channels of Distribution, all in accordance with
                  generally accepted accounting principles.

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         (c)      RIGHT TO EXAMINE. LICENSOR, at all times during and after
                  termination or expiration of this Agreement, shall have the
                  right, through any authorized representative of its choice, on
                  five (5) business days advance notice to LICENSEE, to examine
                  and copy all of LICENSEE's books and records relating to the
                  manufacture and sale of the Licensed Products. LICENSOR shall
                  have the right to examine the books and records of all
                  companies with common ownership which transact business with
                  LICENSEE. "COMMON OWNERSHIP" shall mean that one or more of
                  the principals, partners or shareholders is a principal,
                  partner or shareholder of LICENSEE. All such examinations
                  shall be at LICENSEE's principal place of business and during
                  normal business hours. LICENSEE shall keep all books of
                  account and records available for at least three (3) years
                  after the close of each fiscal year to which they relate.
                  LICENSEE shall maintain its books and records only at its
                  principal office premises and shall not remove this
                  information unless it has given LICENSOR thirty (30) days
                  written notice of the new location (which must be in the
                  United States). If an examination discloses that LICENSEE has
                  understated Gross Sales or underpaid any Royalty for any
                  report period, without prejudice to any of LICENSOR's rights,
                  LICENSEE shall pay LICENSOR the amount, if any, by which the
                  actual Royalties exceed Royalties paid within ten (10) days of
                  receipt of notice by LICENSOR to such effect, together with
                  the applicable late charge as provided. Further, if LICENSEE
                  underpays Royalties by more than three percent (3%) or US
                  $10,000 (whichever is less) for any calendar year, LICENSEE
                  shall pay all costs, fees and expenses incurred by LICENSOR in
                  conducting such examination, in addition to any late charges
                  and interest provided for in this Agreement and reasonable
                  attorneys' fees. If LICENSEE underpays Royalties by more than
                  five percent (5%) or US $25,000 (whichever is less) for any
                  calendar year, LICENSOR may terminate this Agreement at
                  LICENSOR's sole discretion.

5.       QUALITY STANDARDS

         (a)      STANDARDS. LICENSEE agrees to cause the Licensed Products to
                  be:

                  (i)      of quality, material, workmanship, condition,
                           appearance, and image at least equivalent to the
                           quality, material, workmanship, condition,
                           appearance, and image of other similar products of
                           LICENSOR;

                  (ii)     in accordance with this Agreement and all applicable
                           laws and rules, and within the definition of Licensed
                           Products, and

                  (iii)    in conformity with designs and samples supplied by
                           LICENSEE and approved by LICENSOR as provided in this
                           Paragraph 5.

         (b)      RIGHT TO APPROVE OR REJECT. All matters requiring approval of
                  LICENSOR or the exercise of its discretion shall be at the
                  sole and absolute subjective discretion of LICENSOR. LICENSOR
                  shall deliver a notice of disapproval or approval within
                  fifteen (15) business days after transmittal by LICENSEE.
                  LICENSOR shall have no obligations to approve, review or
                  consider any items which do not comply with the required
                  procedures as set forth in this Paragraph 5(c). Approval by
                  LICENSOR shall not be construed as a determination that the
                  approved matter complies with all applicable regulations and
                  laws. No disapproved proposed item shall be manufactured,
                  sold, used, distributed or advertised. LICENSEE may revise any
                  disapproved item and resubmit it. LICENSEE must strictly
                  comply with all of LICENSOR's decisions. Upon a ninety
                  (90)-day notice to LICENSEE, LICENSOR may withdraw approval of
                  any previously approved item. LICENSEE bears the entire risk
                  that any sample or production run Licensed Product does not
                  meet the standards set forth in this Paragraph 5.

         (c)      APPROVAL PROCEDURE.

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<PAGE>

                  (i)      PRODUCTION SAMPLES AND INSPECTION. Prior to the
                           production or manufacture of any Licensed Product, if
                           applicable, LICENSEE shall submit for LICENSOR's
                           prior written approval all final Licensed Product
                           designs, specifications and color details. After
                           receiving written approval of the design,
                           specification and color details, if applicable, and
                           prior to production of Licensed Product, LICENSEE
                           agrees to supply to LICENSOR six (6) samples
                           (including the proposed Products, packaging,
                           advertising, display, labeling, trade dress,
                           merchandising, and all other material of any
                           character whatsoever) together with a description of
                           the intended use of the material of each Licensed
                           Product for its inspection and approval. LICENSEE
                           shall be responsible for any and all costs of
                           shipping and handling incurred in providing the
                           samples. LICENSOR shall have the right to purchase
                           additional samples for their own personal use at the
                           actual cost of the Licensed Products.

                  (ii)     REJECTED GOODS. If Licensed Products manufactured do
                           not conform to previously approved confirmation
                           samples, LICENSOR shall have the sole right to
                           withdraw its approval, at which time this Agreement
                           shall automatically terminate with respect to such
                           Licensed Products. LICENSEE immediately shall cease
                           production, advertising, sale and/or distribution of
                           the rejected goods. This Agreement shall remain in
                           full force and effect as to Licensed Products not
                           affected by this Paragraph.

                  (iii)    NONCONFORMING GOODS. If the appearance or quality of
                           any Licensed Product ceases to be acceptable to
                           LICENSOR, LICENSOR shall have the right, in the
                           exercise of its sole subjective discretion, to
                           withdraw its approval of such Licensed Product. Upon
                           receipt of written notice from LICENSOR of its
                           election to withdraw such approval with respect to
                           any Licensed Product, LICENSEE shall immediately
                           cease the use of the Property in connection with the
                           promotion, advertising, sale, manufacture,
                           distribution or use of such Licensed Product.
                           LICENSEE may complete all work in process. Notice of
                           such election by LICENSOR to withdraw approval shall
                           not relieve LICENSEE from its obligation to pay
                           Royalties on sales of such Product made by LICENSEE
                           to the date of disapproval or thereafter as
                           permitted. LICENSEE agrees to neither sell nor expose
                           to the public any goods not conforming to the
                           standards in Paragraph 5(a) unless, and only if, all
                           Property is completely removed and are not used in
                           any connection with their sale or distribution.

         (d)      APPROVAL OF FACILITIES. LICENSEE shall provide the addresses
                  of all facilities, including third party manufacturers, at
                  which the Licensed Products are manufactured. LICENSOR shall
                  have the right to inspect and approve all such facilities of
                  LICENSEE. LICENSEE's agreements with third party manufacturers
                  shall provide for the right of LICENSOR to inspect such third
                  party's facilities. All inspections shall be during regular
                  business hours upon twenty-four (24) hours notice to LICENSEE
                  or LICENSEE's third party manufacturers. Inspections may
                  include any reasonable actions necessary to assure LICENSOR
                  that the Licensed Products are made and displayed in
                  accordance with this Agreement, including but not limited to
                  laboratory testing.

6.       CONFIDENTIALITY For purposes of this Agreement, "CONFIDENTIAL
         INFORMATION" shall mean information or materials regarded by each party
         as its confidential information, including any formula, pattern,
         compilation, program, device, method, technique, process, information
         related to its past, present or future research, development or
         business affairs, and its proprietary products, materials, concepts,
         know-how or methodologies and that (i) derives independent economic
         value, actual or potential, from not being generally known to the
         public or to other persons who can obtain economic value from its
         disclosure or use, and (ii) is the subject of efforts that are
         reasonable under the circumstances to maintain its secrecy. LICENSEE
         agrees to keep all Confidential Information of LICENSOR strictly
         confidential and to use such knowledge only to the exercise and
         performance of its respective rights and obligations under this
         Agreement; except that Licensed Products may be displayed and any
         detail evident from examination of a Licensed Product may be disclosed
         only at and after the line-break applicable to that Licensed Product
         and season. Upon expiration or termination of this Agreement, whichever
         first occurs, LICENSEE shall return all designs, patterns, samples and
         other embodiments of Confidential Information not yet disclosed as
         provided in the preceding sentence.

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7.       INTELLECTUAL PROPERTIES

         (a)      PROPERTY VALUE. LICENSEE acknowledges that the Property has
                  great value and associated goodwill because the public and the
                  industry associate the Property with goods having consistently
                  high quality that are sold primarily by retailers of high
                  repute who sell primarily high quality goods and who maintain
                  high merchandising standards. LICENSEE shall use its
                  commercially reasonable efforts to preserve the value and
                  goodwill of the Property and to cooperate with LICENSOR's
                  efforts to preserve their value and goodwill as contemplated
                  by this Agreement.

         (b)      PROPERTY OWNERSHIP. LICENSEE acknowledges LICENSOR's ownership
                  of the Property, and acknowledges that all use of such
                  Property inures to the exclusive benefit of LICENSOR. LICENSEE
                  shall not at any time either during or after the Term of this
                  Agreement:

                  (i)      claim ownership of or attempt to register the
                           Property;

                  (ii)     do or commit any act which would adversely affect the
                           validity of the Property;

                  (iii)    infringe LICENSOR's rights in the Property;

                  (iv)     use any business name with the Property in it;

                  (v)      seek to cancel the Property rights; or

                  (vi)     engage in any activity which may contest, dispute,
                           dilute or otherwise impair the right, title or
                           interest of LICENSOR in the Property. For the purpose
                           of protection of rights in the Property only, all
                           uses of the Property made by or on behalf of the
                           LICENSEE are deemed to have been made by LICENSOR.

         (c)      REGISTRATIONS:

                  (i)      LICENSEE shall cooperate with LICENSOR in the
                           execution, filing and prosecution of trademark,
                           copyright or patent applications; LICENSEE shall
                           supply LICENSOR with samples for applications.
                           LICENSEE shall cooperate with LICENSOR in making and
                           terminating registered user entries. LICENSOR shall
                           pay all costs and fees in connection with filing and
                           prosecution of trademarks, copyrights and patents.
                           These obligations shall survive termination.

                  (ii)     LICENSOR and LICENSEE shall file applications and
                           documents with the appropriate government office, as
                           required by law or as deemed prudent by LICENSOR, at
                           LICENSOR's sole cost.

         (d)      INFRINGEMENTS. LICENSEE shall immediately give notice to
                  LICENSOR, by telephone and in writing, of any infringement or
                  misuse of any Property by any third party of which LICENSEE
                  becomes aware. LICENSOR shall have the right, but not the
                  requirement, to commence legal action regarding any misuse at
                  its expense. LICENSEE shall cooperate fully and promptly in
                  any infringement action commenced by LICENSOR as LICENSOR
                  shall require; provided, however, that any and all costs
                  incurred by LICENSEE in connection with such litigation shall
                  be borne by LICENSOR, except nominal or sample costs shall be
                  borne by LICENSEE.

8.       INDEMNITY; INSURANCE ; REPRESENTATIONS

         (a)      INDEMNITY. LICENSEE agrees to indemnify, defend and hold
                  harmless LICENSOR, its officers, directors, shareholders, and
                  employees from and against any and all obligations,
                  liabilities, claims, demands, suits, actions, causes of
                  action, damages and expenses (including but not limited to
                  reasonable attorney's fees) caused by or arising from
                  LICENSEE's manufacture, labeling, use, sale or distribution of
                  Licensed Products or any other goods, or from product
                  liabilities arising from the manufacture, use or sale of any
                  of the Licensed Products or other goods by LICENSEE, or from

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<PAGE>

                  any alleged defect in a Licensed Product regardless of whether
                  the action is based upon negligence or strict liability, and
                  regardless of whether the alleged negligence of LICENSOR is
                  characterized as "passive" or "active"; or from unauthorized
                  use by LICENSEE of LICENSOR's rights in the Property, or from
                  any casualty or other risk of loss, damage or destruction of
                  the Licensed Products or any materials, supplies or inventory
                  therefor, or for any violation of any warranty, representation
                  or agreement made by LICENSEE pertaining to a Licensed
                  Product.

         (b)      LICENSOR'S INDEMNITY. LICENSOR agrees to indemnify and hold
                  haemless LICENSEE, its officers, directors, employees, and
                  agents from and against all third party claims, damages,
                  losses, liabilities, suits, and expenses (including reasonable
                  attorneys' fees) arising out of or by any reason of any breach
                  by LICENSOR of any od the representations, warranties or
                  covenants made by it hereunder.

         (c)      INSURANCE. Without limiting LICENSEE's liability under the
                  indemnity provisions, LICENSEE shall maintain comprehensive
                  general liability insurance in the amount of at least One
                  Million Dollars ($1,000,000) (combined single limit per
                  occurrence) plus defense costs. This insurance shall include
                  broad form blanket contractual liability, products and
                  completed operations liability, including protection for
                  LICENSOR as a named insured, its officers, agents, and
                  employees against any claims, damages, liabilities, costs and
                  expenses (including attorney's fees) arising out of any
                  alleged defect (whether latent or patent) in any and all
                  Licensed Products manufactured, distributed, sold or otherwise
                  disposed of by LICENSEE. LICENSEE shall purchase insurance
                  against theft and destruction of the Licensed Products which
                  shall: 1) be written on an "all-risk" basis; 2) provide that
                  LICENSEE shall be reimbursed for loss in an amount equal to
                  the manufacturer's selling price for the Licensed Products
                  (this may be accomplished by either a selling price
                  endorsement or business interruption insurance); 3) provide
                  that LICENSOR is added as an additionally named loss payee as
                  respects loss to Licensed Products; 4) be in effect while
                  goods are on premises owned, rented and controlled by LICENSEE
                  and while in transit or storage; and 5) include a brand and
                  label clause stating that the insurer will pay the cost of
                  removing LICENSOR's name from damaged merchandise and labeling
                  goods. The insurance shall include: 1) a cross-liability
                  endorsement; 2) an endorsement stating that LICENSOR shall
                  receive at least thirty (30) days written notice prior to
                  modification, cancellation or non-renewal of coverage; 3) an
                  endorsement naming LICENSOR as an insured; 4) an endorsement
                  stating that the insurance purchased by LICENSOR shall only
                  apply in excess of the insurance purchased by LICENSEE; 5) a
                  waiver of subrogation in favor of LICENSOR; and 6) an
                  endorsement stating that LICENSOR may recover for any loss
                  caused to LICENSOR, its agents or employees by the negligence
                  (including active, passive and gross negligence) of LICENSEE.
                  All insurance shall be obtained from an insurance company
                  Best's rated A, class 10 or better acceptable to LICENSOR.
                  LICENSEE shall give LICENSOR at least thirty (30) days prior
                  written notice of the cancellation of, or any modification in,
                  such insurance policy that would affect LICENSOR's status or
                  benefits. This insurance may be obtained for LICENSOR by
                  LICENSEE in conjunction with a policy which covers products
                  other than the Licensed Products. LICENSEE shall furnish
                  certificates and endorsements of the required insurance
                  policies. Upon request, LICENSEE shall provide copies of
                  policies. The insurance set forth in this section must cover
                  the entire Territory.

         (d)      If either party learns of a claim related to this Agreement or
                  the Licensed Products, it shall immediately notify the other
                  party by telephone, and in writing transmitted by overnight
                  courier, of the subject matter, the parties and the nature of
                  the claim. If the claim pertains to any of LICENSEE's
                  obligations under this Agreement or the Licensed Products,
                  LICENSEE shall promptly inform LICENSOR of what steps it is
                  taking to correct the claim or complaint whether by consumer
                  or a government body. LICENSOR and LICENSEE shall cooperate in
                  the resolution of all such claims.

                                       8


<PAGE>

         (e)      LICENSOR'S REPRESENTATIONS. LICENSOR represents and warrants
                  that (1) it has all necessary intellectual property rights to
                  license the Property to LICENSEE for use in the United States
                  as authorized hereunder and (2) LICENSEE's use of the Property
                  in the United States as authorized hereunder will not infringe
                  on the intellectual property rights of any third party.
                  Notwithstanding the foregoing, there are no implied waranties
                  for merchantability or fitness for any partivular purpose.

         (f)      NO LEGAL IMPEDIMENTS. The parties represent and warrant that:

                  (i)      they have the full right, power and authority to
                           enter into this Agreement and to perform all
                           obligations;

                  (ii)     they are financially capable of performing their
                           obligations.

         (g)      LICENSEE REPRESENTATIONS. LICENSEE warrants and represents
                  that it is a Oregon corporation, validly existing and in good
                  standing under the laws of Oregon. LICENSEE further represents
                  and warrants that it will use its best efforts to market the
                  Licensed Products. LICENSEE further represents that entering
                  into this Agreement will not result in the violation of: (i)
                  the organizational documents or bylaws of LICENSEE, (ii) any
                  agreement, contract, lease, license, document or other
                  commitment, written or oral, to which LICENSEE is a party or
                  may become bound, or (iii) any applicable law, rule, license
                  or regulation.

         (h)      COMPLIANCE WITH LAW. LICENSEE shall take all actions required
                  by any local, provincial, national or regional agency,
                  government or commission to carry out the purposes of this
                  Agreement in compliance with applicable law. LICENSEE shall
                  immediately provide LICENSOR with copies of any communications
                  to or from any such agency, government or commission which
                  relates to or affects this Agreement or the Licensed Products.

9.       TERMINATION

         (a)      OTHER RIGHTS UNAFFECTED. Termination on any ground shall be
                  without prejudice to any other rights or remedies.

         (b)      TERMINATION FOR BREACH OR MATERIAL BREACH. If either party
                  breaches any of its obligations, the other may terminate this
                  Agreement by transmitting to the breaching party a notice of
                  termination (the "NOTICE OF TERMINATION"). A material breach
                  may or may not be specifically designated as such in this
                  Agreement. Termination will become effective automatically
                  unless the breaching party completely cures the breach within
                  three (3) business days of giving the Notice of Termination if
                  the breach is a failure to pay money or within ten (10)
                  business days of the giving of such Notice of Termination if
                  the breach is any other breach except as otherwise herein
                  provided. If the LICENSEE is the breaching party, pending
                  cure, the LICENSEE shall ship no Licensed Products. If the
                  LICENSEE does ship Licensed Products during such period, it
                  shall automatically forfeit its right to cure and this
                  Agreement shall be deemed immediately terminated. Upon the
                  giving of a Notice of Termination for the third time, for any
                  reason, the breaching party shall no longer have the right to
                  cure any violation, and termination shall be effective upon
                  the giving of the Notice of Termination.

         (c)      GROUNDS FOR IMMEDIATE TERMINATION BY LICENSOR.

                  (i)      CHANGE OF OWNERSHIP: This Agreement is being entered
                           into based upon LICENSOR's evaluation of and reliance
                           upon the current ownership, management and control of
                           LICENSEE. LICENSOR has determined that current
                           management has the technical, marketing and sales
                           expertise, business reputation, and sensitivity to
                           the unique image of the Property, all of which are
                           necessary to carry out the purposes of this license.
                           Schedule 9(c) is a list of the current owners and key
                           executives. The right of LICENSOR to approve or
                           disapprove any transfer of all or part of the
                           ownership

                                       9


<PAGE>

                  (ii)     LICENSEE (whether by sale of substantially all its
                           assets or by transfer of shares of its stock) shall
                           be at the sole subjective discretion of LICENSOR. If
                           Licensee breaches Paragraph 1(c); if there is a
                           change in more than fifty percent (50%) of the
                           ownership of LICENSEE; if LICENSEE sells or otherwise
                           disposes of fifty percent (50%) or more of its stock
                           or assets; or, if any of the key executives listed in
                           Schedule 9(c) leaves the LICENSEE, LICENSOR shall
                           have the right to immediately terminate.

                  (iii)    FAILURE TO REACH MINIMUM SALES: LICENSOR may
                           immediately terminate by written notice within
                           forty-five (45) days of receipt of the last report
                           (per Paragraph 4) for any year of the License Term,
                           if LICENSEE fails to reach its Minimum Gross Sales
                           set forth in Paragraph 3(a)(2) for any two (2)
                           calendar years. There is no right to cure this
                           breach. A waiver in one year to terminate this
                           Agreement shall not constitute a waiver for any other
                           year.

                  (iv)     INSOLVENCY: LICENSOR may terminate if: a petition for
                           relief under the Bankruptcy Code is filed by or
                           against the LICENSEE; LICENSEE makes any assignment
                           for the benefit of its creditors; LICENSEE becomes
                           the subject of proceedings under any insolvency,
                           reorganization or receivership law; LICENSEE defaults
                           on any obligation which is secured by a security
                           interest, in whole or in part, in the Licensed
                           Products; or, a receiver is appointed for LICENSEE or
                           a substantial part of its business interests.
                           Termination will become effective automatically sixty
                           (60) days after LICENSOR gives notice if LICENSEE:
                           fails to discharge the bankruptcy or terminate the
                           assignment for the benefit of creditors. The license
                           and rights granted are personal to LICENSEE. No
                           assignee for the benefit of creditors, receiver,
                           debtor in possession, trustee in bankruptcy, sheriff
                           or any other officer or court charged with taking
                           over custody of LICENSEE's assets or business, shall
                           have any right to continue performance of this
                           Agreement or to exploit or in any way use the
                           Property if this Agreement is terminated pursuant to
                           the preceding subparagraph, except as may be required
                           by law.

                  (v)      QUALITY AND MARKETING DEFAULTS: LICENSOR may
                           immediately terminate this Agreement with no right of
                           cure, if:

                           (1)      LICENSEE understates Royalties and/or
                                    payments due for any report by more than
                                    five percent (5%) or US$25,000, whichever is
                                    less, makes any unreported sales or
                                    knowingly misrepresents or misstates
                                    material information in any other report
                                    required or requested under this Agreement;

                           (2)      LICENSEE ceases to do business;

                           (3)      LICENSEE ceases to produce any of the
                                    Licensed Products for more than three (3)
                                    consecutive months;

                           (4)      events occur that call for immediate
                                    termination as expressly provided elsewhere
                                    in this Agreement;

                           (5)      the quality of any Licensed Product is
                                    materially lower (as determined by Licensor
                                    in its absolute subjective discretion) than
                                    those submitted for approval;

                           (6)      LICENSEE markets products not submitted for
                                    approval; or

                           (7)      LICENSEE markets, manufactures and/or sells
                                    any Licensed Product for which LICENSEE
                                    cannot furnish a written approval form
                                    signed by LICENSOR.

         (d)      Grounds for immediate termination by LICENSEE. LICENSEE shall
                  have the right to immediately terminate this Agreement in the
                  event that LICENSOR enters into any non-exclusive licensing
                  deals with a third party(ies) with the term substantially
                  similar to the terms of this Agreement.

10.      OBLIGATIONS AT EXPIRATION OR TERMINATION

         (a)      TERMINATION OF RIGHTS. Upon expiration or termination of this
                  Agreement for any reason, all rights in the Property granted
                  to LICENSEE shall automatically terminate and LICENSEE shall
                  cease and desist from any and all manufacture, sale,
                  distribution or disposal of the Licensed Products, or any use
                  of the Property or of any Licensed Products or Property which
                  are substantially or confusingly similar to the Property,
                  except as specifically provided in this Paragraph.

                                       10


<PAGE>

         (b)      INVENTORY. Upon LICENSOR's request, within ten (10) days after
                  the expiration of this Agreement or, in the event of its
                  termination or non-renewal, within ten (10) days after the
                  receipt of a Notice of Termination or a notice of non-renewal
                  or the happening of an event which terminates this Agreement
                  where no notice is required, LICENSEE shall give LICENSOR a
                  written statement showing: i) the Licensed Products in its
                  possession or under its control; ii) location of the
                  inventory; iii) work in process; iv) Licensed Products in
                  transit; and v) the name, address and telephone number of each
                  contractor and/or shipper and sales representative. LICENSEE
                  shall dispose of these goods only pursuant to the specific
                  written instructions of, and under the terms imposed by,
                  LICENSOR.

         (c)      OTHER ITEMS BEARING THE PROPERTY. All items other than the
                  Licensed Products, bearing the Property, such as stationary,
                  business cards, etc., shall be destroyed or delivered to
                  LICENSOR immediately upon termination or expiration.

         (d)      CONCLUDING SALES. LICENSEE shall accept no order, nor
                  undertake any new production, that would be delivered after
                  the date of expiration or termination. Three (3) months prior
                  to expiration, and monthly until expiration, LICENSEE shall
                  provide to LICENSOR an inventory, by style or stockkeeping
                  unit (SKU) number, of all Licensed Products in its possession
                  or under its control, and all work in process. Three (3)
                  months prior to expiration and weekly until expiration,
                  LICENSEE shall provide LICENSOR copies of all orders,
                  invoices, bills of lading, credit memoranda and statements
                  provided to the factor (if any). Only if the inventory and all
                  documents listed above are timely delivered to LICENSOR, shall
                  LICENSEE be entitled to sell its inventory of the Licensed
                  Products, until the date of expiration, only to customers
                  previously sold by LICENSEE. LICENSOR may have a
                  representative present to confirm any inventory calculated by
                  LICENSEE or may take its own inventory (or inventories) during
                  the final three (3) month period. If LICENSEE does not allow
                  LICENSOR to verify or take an inventory, it shall have no
                  right to dispose of any remaining Licensed Products. The right
                  of LICENSEE to sell off inventory under this Paragraph is also
                  subject to LICENSOR's right of first refusal to buy the
                  inventory as provided in Paragraph 10(e).

         (e)      RIGHT TO PURCHASE. LICENSOR or LICENSOR's designee shall have
                  the option (but not the obligation) to purchase all or any
                  part of LICENSEE's inventory of Licensed Products upon the
                  following terms:

                  (i)      LICENSOR shall notify LICENSEE of the intention to
                           exercise this option within thirty (30) days of
                           delivery of the inventory and shall specify the
                           Licensed Products to be purchased;

                  (ii)     The price for Licensed Products shall be LICENSEE's
                           standard cost (the actual manufacturing cost). The
                           price for all other Licensed Products which are not
                           manufactured by LICENSEE shall be LICENSEE'S landed
                           costs. "LANDED COSTS" means the F.O.B. price of
                           Licensed Products together with customs, duties, and
                           brokerage, freight and insurance;

                  (iii)    LICENSEE shall deliver the Licensed Products
                           purchased within fifteen (15) days of receipt of the
                           notice to purchase. The purchase price shall be
                           payable upon delivery; provided that LICENSOR shall
                           be entitled to deduct any amounts owed it by
                           LICENSEE.

         (f)      WAIVER OF GOODWILL. LICENSEE waives any claim which it may
                  have arising from any alleged goodwill created by LICENSEE
                  from the alleged creation or increase of a market for Licensed
                  Products.

         (g)      DISPOSAL OF INVENTORY. Upon expiration or termination, all
                  inventory not disposed of in accordance with this Paragraph
                  shall be destroyed; however, such inventory may be sold
                  provided that 1) all Property (and all markings of any kind
                  associated with LICENSOR) are removed subject to inspection
                  and approval of LICENSOR; and 2) the public is not advised of
                  any association of the inventory with the Property or
                  LICENSOR.

                                       11


<PAGE>

         (h)      SUPPLIES BEARING THE PROPERTY. Upon the sooner of termination
                  or thirty (30) days prior to expiration, LICENSEE shall
                  provide:

                  (i)      the name, addresses and phone numbers of each
                           supplier on any item bearing the Property; and

                  (ii)     an inventory of all supplies of any type bearing the
                           Property, which shall specify the location of such
                           items.

         (i)      LICENSEE shall purchase all items bearing the Property held by
                  any supplier and shall have all such items delivered to
                  LICENSOR.

11.      NOTICE AND APPROVALS Any notice, approval, consent or agreement
         required or permitted under this Agreement shall be effective only if
         in writing, signed by an officer of the party giving notice, and
         delivered in person, or mailed by certified or registered mail return
         receipt requested, or transmitted by facsimile transmission with
         electronic confirmation of receipt to the addressee's address or
         facsimile number set forth below (or such other address or facsimile
         number as the party changing its address specifies in a notice to the
         other party specifically referring to this Paragraph):

                                    If to LICENSOR:

                                    Genius Products, Inc.
                                    Attention:  President
                                    11250 El Camino Real, Suite 100
                                    San Diego, CA 92130
                                    Tel  (858) 793-8840, Fax  (858) 793-8842


                                    With a copy to:

                                    Global Icons, LLC
                                    Attention:  Ken Abrams
                                    3679 Motor Avenue, 2nd Floor
                                    Los Angeles, CA 90034
                                    Tel  (310) 253-5110
                                    Fax  (310) 994-7334

                                    With a copy to:

                                    Silver & Freedman
                                    Attention:  Perry S. Silver
                                    1925 Century Park East, Suite 2100
                                    Los Angeles, California  90067-2722
                                    Tel  (310) 556-2356
                                    Fax  (310) 556-0832

                                    If to LICENSEE:

                                    -------------------------
                                    -------------------------
                                    -------------------------
                                    -------------------------

                                       12


<PAGE>

                                    With a copy to:

                                    -------------------------
                                    -------------------------
                                    -------------------------
                                    -------------------------

Notice shall be deemed given as of the date actually received by the last of the
addressee party and that party's copy recipient to receive the notice as
evidenced by acknowledgment of receipt, delivery in person, the date on the
postal return, or electronic confirmation in the case of facsimile
transmissions.

12.      TIME Time is of the essence in performing the obligations of this
         Agreement.

13.      INTERPRETATION The License Agreement shall be interpreted to give
         LICENSOR maximum control of its Property and the usage of the Property.
         Any uncertainty or ambiguity shall not be construed for or against the
         party based on attribution of drafting to either party. The caption
         headings of the sections are for convenience only and shall not be used
         for interpretation.

14.      GOVERNING LAW/ JURISDICTION/ VENUE All questions concerning this
         Agreement, the rights and obligations of the parties, its enforcement,
         and its validity, effect, interpretation and construction which are
         governed by state law shall be determined under the laws of the State
         of California. All national law questions shall be governed by the laws
         of the United States of America; except that if LICENSOR seeks
         provisional relief, the law of the place where the provisional relief
         is sought shall apply.

15.      ARBITRATION AND FORUM SELECTION CLAUSE. Both parties acknowledge and
         consent that any controversy or claim arising out of or relating to
         this Agreement, or the breach thereof, shall be settled either by
         arbitration in Los Angeles, California or in a court located in the
         state of California as follows: (a) Any controversy or claim arising
         out of or relating to the Agreement, or breach thereof shall be settled
         by arbitration in Los Angeles, California in accordance with the
         American Arbitration Association. The judgement upon the award rendered
         by the arbitrator(s) may be entered in any court having the
         jurisdiction thereof ; and/or (b) LISCENSEE agrees and consents to
         venue and jurisdiction within any court located in the State of
         California, agreeing that any such court would have exclusive
         jurisdiction over any case/controversy arising under or in connection
         with this Agreement, and that such any California court shall be a
         proper forum in which to adjudicate such dispute, case or controversy.
         The prevailing party in any action above (including arbitration) shall
         be allowed to recoup any and all attorney fees, interest and costs
         therein.

16.      ASSIGNABILITY. Neither this Agreement or any rights, duties or
         obligations in this Agreement may be assigned or delegated by LICENSEE,
         without the prior written consent of LISCENSOR. A change of control of
         LICENSEE of the sale of all or substantially all of the assets of
         LICENSEE shall constitute an assignment of this Agreement requiring
         LICENSOR's written consent. A "change of control" shall be deemed to
         have occurred if (1) any corporation, other person or "Group" (as
         defined below) becomes the "Beneficial Owner" (as defined below) of
         more than 15% of LICENSEE's outstanding common stock. For purposes of
         this definition of change in control, the following terms shall have
         the following meanings: "Beneficial Owner" shall have the meaning which
         that term is given in Rule 13b-3 under the Securities Exchange Act of
         1934 as amended (the "Act"). "Group" shall mean persons who act in
         concert as described in Section 14(d)(2) of the Act.

17.      RELATIONSHIP OF THE PARTIES Nothing in this Agreement shall be
         construed to place the parties in the relationship of legal
         representatives, partners, joint venturers or agents. LICENSEE shall
         have no power to oblige or bind LICENSOR in any manner except as
         provided.

                                       13


<PAGE>

18.      WAIVER AND INTEGRATION; AMENDMENTS The failure of a party to insist
         upon strict adherence to any term of this Agreement, or to object to
         any failure to comply with any provision of this Agreement, shall not
         be a waiver of that term or provision, estop that party from enforcing
         that term or provision, or preclude that party from enforcing that term
         or provision by estoppel or by laches. The receipt by a party of any
         benefit from this Agreement (e.g., Royalty) shall not be construed as a
         waiver or estoppel of the right of that party to enforce any section.
         None of the terms of this Agreement shall be deemed to be waived or
         modified, including all provisions of this Paragraph, except by an
         express agreement in writing, signed by an authorized officer of the
         party against whom enforcement of the waiver or modification is sought,
         supported by a new consideration. This Agreement, including all
         attachments, constitutes the entire agreement between the parties, and
         supersedes all prior negotiations and agreements between the parties
         concerning its subject matter. This writing is intended as the final,
         complete and exclusive statement of the terms of the Agreement between
         the parties and cannot be changed or terminated orally.

19.      INTEGRATION. This Agreement, and all Schedules referenced herein,
         constitutes the entire, final and exclusive agreement between the
         parties with respect to the matters set forth herein; any and all prior
         agreements, whether written or oral, with respect to the matters set
         forth herein, are superseded by this Agreement.

20.      ATTORNEYS' FEES AND PROFESSIONAL EXPENSES If any legal action or
         dispute arises under this Agreement, arises by reason of any asserted
         breach of it, or arises between the parties and is related in any way
         to the subject matter of the Agreement, the prevailing party shall be
         entitled to recover all costs and expenses including reasonable
         attorneys' fees, investigative costs, accounting fees and charges for
         experts. The "prevailing party" shall be the party who is entitled to
         recover its costs of suit, whether or not the suit proceeds to final
         judgment; if there is no court action, the prevailing party shall be
         the party who wins any dispute. A party need not be awarded money
         damages or all relief sought in order to be considered the "prevailing
         party" by a court.

21.      SURVIVAL All obligations of the parties of a continuing nature shall
         survive the termination or expiration of this Agreement.

22.      SEVERABILITY If any provision of this Agreement is held by a court of
         competent jurisdiction or an arbitrator to be invalid or unenforceable,
         the remaining provisions of this Agreement shall remain in full force
         and effect.

23.      BINDING AGREEMENT This Agreement shall be binding on and inure to the
         benefit of the parties and their respective successors, agents,
         affiliates, representatives and permitted assigns.

24.      EXHIBITS/SCHEDULES All Exhibits or Schedules are incorporated into this
         Agreement.

25.      REMEDIES All specific remedies provided for in this Agreement shall be
         cumulative and shall not be exclusive of one another or of any other
         remedies available in law or equity.

26.      COUNTERPARTS This Agreement may be executed in two (2) or more
         counterparts, each of which together will constitute the same
         agreement, whether or not all parties execute each counterpart.

27.      MISCELLANEOUS

                                       14


<PAGE>

         (a)      CD HANG-TAGS. LICENSOR shall provide LICENSEE with CD
                  Hang-Tags at $0.40 ("Set Price") per CD Hang-Tag, provided
                  that LICENSEE requests such CD Hang-Tags ninety (90) days
                  prior to the date LICENSEE would require LICENSOR to deliver
                  such CD Hang-Tags. In the event that Licensee requires
                  Licensor to deliver such CD Hang Tags within a shorter period
                  of time, the Set Price shall be adjusted accordingly to cover
                  LICENSOR's expenses related to the accelerated delivery
                  schedule of such CD Hang-Tags.

IN WITNESS WHEREOF the parties hereto have executed this License Agreement as of
the day and year first above written.

LICENSOR:


By:
   ------------------------------------
Its:  President




LICENSEE:


By:
   ------------------------------------
Its:  President

                                       15


<PAGE>

                                   SCHEDULE A
                                   ----------

                                    PROPERTY


                                1. "Baby Genius"




                                       16


<PAGE>

                                  SCHEDULE 1(A)
                                  -------------

                         DEFINITION OF LICENSED PRODUCTS

A. Diaper Bags and

B. Accessories:

     1.       Pacifier Pouch
     2.       Single Zip Mesh Bag
     3.       Double Zip Mesh Bag
     4.       Single Zip Wet Pack Mesh Bag
     5.       6"x8 1/2 Mesh Bag
     6.       12"x8 1/2 Mesh Clothes Bag
     7.       Baby Wipe Storage Bag
     8.       Large Storge Bag
     9.       Bottle Warmer Bag
     10.      Single Bottle Warmer Bag
     11.      Juice Cup Bag
     12.      Small Baby Bottle Bag
     13.      Double Deck Baby Bottle Bag
     14.      Sleeping Mat
     15.      Changing Pad
     16.      Wet Pack
     17.      Meal Time Feeding Bags with Bibb

CONDITIONS:
-----------

(a) Accessories may be sold with diaper bags and/or separately.

(b) Bibb must be sold with Meal Time Feeding Bags and not separately.

(c) Sleeping Mat and Changing Pad will be marketed as a "replacement" for
original Sleeping Mat and Changing Pad sold with Diaper Bag.

                                       17


<PAGE>


                                  SCHEDULE 1(B)
                                  -------------

CHANNELS OF DISTRIBUTION

The following Channels of Distribution apply to this License Agreement only if
initialed by the authorized signatory of Licensor:

1.       Distribution to the following tier of retailer commencing upon
         execution of this Agreement and ending on May 31, 2002:

         o        Mid-tier
         o        Department stores
         o        Specialty stores
         o        Mass market

The above defined Channels of Distribution are subject to change based upon
Licensor's "roll-out" plans and Licensee's presentations to retailers, provided
however, that any such change shall be subject to Licensor's final approval.

                                       18


<PAGE>

                                  SCHEDULE 1(C)
                                  -------------

                   LIST OF LICENSEE OWNERS AND KEY MANAGEMENT



OWNERS                                      PERCENT OF OWNERSHIP
------                                      --------------------

100%                                        James K. Wasson




TITLE                                       KEY MANAGEMENT
-----                                       --------------

President                                   James K. Wasson


                                       19