NON-EXCLUSIVE LICENSE AGREEMENT
                         -------------------------------

         THIS NON-EXCLUSIVE LICENSE AGREEMENT ("AGREEMENT") dated as of
December, 2000, is by and among GENIUS PRODUCTS, INC., a California Corporation
("LICENSOR"), c/o of its licensing agent Global Icons, LLC ("GLOBAL") and CATTON
APPAREL GROUP, a New Jersey corporation ("LICENSEE").

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

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

         WHEREAS, 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

         WHEREAS, LICENSOR has appointed GLOBAL as its master licensing agent to
represent LICENSOR in its licensing program and under this Agreement; and

         WHEREAS, 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;

         NOW THEREFORE, in consideration of the mutual covenants set forth
herein and for other consideration the sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:

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, non-transferable right and license
                  to use the Property in the manufacture, promotion,
                  advertising, marketing and distribution and sale of the
                  Licensed Product (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 Excluded Territory (as
                  defined in Paragraph 1(d) or on any goods other than the
                  Licensed Products, and agrees not to sell any Licensed
                  Products with the knowledge that the purchaser intends to
                  re-sell the Licensed Product in any Excluded 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. Notwithstanding the foregoing, (i) LICENSOR shall not
                  enter into any license agreements with LICENSEE's direct
                  competitors which would conflict with LICENSEE's rights with
                  respect to the Licensed Products within the Territory during



<PAGE>

                  the License Term, provided that LICENSEE materially performs
                  all of its obligations under this Agreement; and (ii) LICENSEE
                  shall not enter into any license agreements with The Baby
                  Einstein Company, LLC during the License Term.

         (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(A) 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).

         (d)      TERRITORY; CHANNELS OF DISTRIBUTION. The License granted in
                  Paragraph 1(a) above is for the United States, its territories
                  and possessions, Puerto Rico and Canada (the "TERRITORY"). All
                  other countries are considered to be an excluded territory
                  (any such country, an "EXCLUDED TERRITORY"). LICENSEE shall
                  make sales of Licensed Products through the Channels of
                  Distribution defined in SCHEDULE 1(B) attached hereto.

         (e)      OWNERSHIP AND RESERVED RIGHTS. LICENSOR reserves and retains
                  the right, title and interest in the Property, and reserves
                  and retains the right to:

                  (i)      license, design, manufacture, distribute and sell at
                           wholesale, retail or otherwise (1) any products other
                           than the Licensed Products, in the Territory and (2)
                           any Licensed Products in any Excluded Territory.

                  (ii)     design and manufacture within the Territory, Licensed
                           Products for distribution and sale in any Excluded
                           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.

                                       2


<PAGE>

         (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
                  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 the date hereof, and will continue until
                  February 29, 2004 (the "LICENSE TERM"). Additionally, (a)
                  LICENSEE shall ship the Licensed Products to distributors in
                  the Territory no later than December 1, 2001 (the "SHIP DATE")
                  and (b) LICENSEE shall use its commercially reasonable efforts
                  to cause all of the participating distributors to introduce
                  the Licensed Products into the Channels of Distribution within
                  the Territory no later than Maarch 1, 2002.

         (h)      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.

                                       3


<PAGE>

2.       MANUFACTURING, MARKETING AND PROMOTION

         (a)      MANUFACTURE. LICENSEE agrees that the Licensed Product shall
                  equal or exceed all mandatory 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. In accordance with industry practices
                  applicable with respect to the types of products manufactured
                  by LICENSEE, LICENSEE agrees, on an annual basis, 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.

         (b)      MARKETING AND PROMOTION. LICENSEE shall use its commercially
                  reasonable 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. LICENSOR and Global shall use its commercially
                  reasonable efforts to assist LICENSEE with marketing and
                  promotion of the Licensed Products.

         (c)      COMPLIANCE WITH LICENSOR'S MARKETING PLANS. LICENSEE shall use
                  its commercially reasonable efforts to comply with LICENSOR'S
                  roll-out and marketing plans, which LICENSOR shall provide to
                  LICENSEE at the time such plans are finalized by LICENSOR.

         (d)      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 LICENSOR's
                  name without LICENSOR's prior written approval.

         (e)      THIRD PARTIES. No manufacturer engaged by LICENSEE may sell or
                  ship Licensed Products to any party except LICENSEE or its
                  designee, 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

                                       4


<PAGE>

                  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. LICENSEE hereby guarantees Royalties
                  (as defined in Paragraph 3(c)) of not less than Seventy Five
                  Thousand Dollars ($75,000) (the "GUARANTEE"). Upon execution
                  of this Agreement, LICENSEE shall pay a non-refundable sum of
                  Ten Thousand Dollars ($10,000) (the "ADVANCE"), to GLOBAL on
                  behalf of LICENSOR. The Advance shall serve as an advance
                  against the Royalties payable by LICENSEE hereunder. Once
                  Royalties owed to LICENSOR surpass the amount of the Advance,
                  LICENSEE shall make quarterly Royalty payments as set forth
                  herein. The balance of Guarantee (i.e., Sixty Five Thousand
                  Dollars ($65,000), shall be paid in full not later than
                  December 1, 2003 according to the following schedule, provided
                  that such balance is not previously remitted in earned
                  Royalties:

                  (i)      Fifteen Thousand Dollars ($15,000) due six (6) months
                           after the Ship Date (as defined in Paragraph 1 (g)(I)
                           above), but no later than June 1, 2001.

                  (ii)     Twenty Five Thousand Dollars ($25,000) due on or
                           before December 1, 2002; and

                  (iii)    Twenty Five Thousand dollars ($25,000) due on or
                           before December 1, 2003.

         (b)      NET SALES. For purposes of calculating any Royalty (as defined
                  in Paragraph 3(c)), "NET SALES" shall mean the full wholesale
                  prices of the Licensed Products in U.S. dollars, 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(c)), less trade discounts, and
                  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 Net 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.

         (c)      PERCENTAGES. LICENSEE agrees to pay a royalty to GLOBAL (until
                  notified in writing otherwise) on behalf of LICENSOR at rates
                  equal to the percentages of LICENSEE's Net Sales, as set forth
                  below (the "ROYALTY"), in each calendar quarter within thirty
                  (30) days after the end of each calendar quarter for the sales
                  of the Licensed Products sold during such calendar quarter.
                  For the duration of the License Term. each such quarterly
                  period is referred to as a "ROYALTY PERIOD":

                                       5


<PAGE>

            ROYALTY RATE                                 NET SALES
            ------------                                 ---------

                      6%                       Net Sales for all Tee Shirts sold
                                                        through December 1, 2002

                      8%                    Net Sales for all Tee Shirts sold in
                                         the period of commencing on December 1,
                                             2002 through the expiration of this
                                           Agreement (i.e., February 29, 2004 or
                                                         an earlier termination)

                      8%                     Net Sales for all Licensed Products
                                              (excluding Tee Shirts, as outlined
                                             above) sold during the Term of this
                                                                       Agreement

         (d)      TIME OF PAYMENTS OF ROYALTY. Within thirty (30) days after the
                  end of each Royalty Period during the Term, commencing no
                  later than January 15, 2001, LICENSEE shall pay GLOBAL on
                  behalf of LICENSOR, in U.S. Dollars by check or in any other
                  manner designated by LICENSOR in writing, the Royalty
                  (applicable for the prior Royalty Period) less the
                  non-refundable Advance not otherwise credited.

         (e)      LATE PAYMENTS. If any payment is not received by LICENSOR
                  within ten (10) days of the due date, LICENSEE shall pay to
                  GLOBAL on behalf of LICENSOR a late charge on all overdue
                  payments calculated at an annualized rate of fourteen percent
                  (14%) of such overdue sum.

         (f)      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)      REPORT. At the time each Royalty payment is due, LICENSEE
                  agrees to deliver to LICENSOR and GLOBAL a report setting
                  forth: Net Sales and Royalty payable for the Royalty Period
                  covered by the report, as well as Advance credited against
                  such Royalty, the form of which first shall be approved by
                  LICENSOR and amended as reasonably 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.

                                       6


<PAGE>

         (c)      RIGHT TO EXAMINE. LICENSOR and GLOBAL, 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
                  no more than once during a twelve (12) month period, provided
                  that within the preceding twelve (12) month period no
                  underpayments of Royalties are discovered. LICENSOR and GLOBAL
                  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 and GLOBAL thirty
                  (30) days written notice of the new location (which must be in
                  the United States). If an examination discloses that LICENSEE
                  has understated Net Sales or underpaid any Royalty for any
                  report period, without prejudice to any of LICENSOR's rights,
                  LICENSEE shall pay GLOBAL on behalf of LICENSOR the amount, if
                  any, by which the actual Royalties exceed Royalties paid
                  within ten (10) days of receipt of notice by LICENSOR and
                  GLOBAL 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
                  greater) for any calendar year, LICENSEE shall pay all costs,
                  fees and expenses incurred by LICENSOR and GLOBAL 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 greater) 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 (as described and approved in writing by
                           LICENSOR in its sole discretion);

                  (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.

                                       7


<PAGE>

         (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 discretion of LICENSOR. A submission for
                  approval shall be deemed disapproved unless LICENSOR delivers
                  a notice of approval within ten (10) 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 either (i) a
                  determination that the approved matter complies with all
                  applicable regulations and laws; or (ii) an express or an
                  implied representation or warranty of merchantability or
                  fitness of purpose with respect to any Licensing Product. 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 reasonable notice, LICENSOR may
                  withdraw approval of any previously approved item, provided,
                  however, that LICENSEE shall be allowed to sell all previously
                  approved Licensed Products in accordance with the terms hereof
                  if such Licensed Products have already been manufactured at
                  the time LICENSOR has withdrawn it's approval. 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.

                  (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 five (5) prototypes
                           (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 and GLOBAL shall have the right to
                           purchase additional samples for their own personal
                           use at the actual cost of the Licensed Products plus
                           shipping and handling.

                  (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 and LICENSEE shall have thirty
                           (30) days cure period to re-submit for approval.
                           LICENSEE immediately shall cease production,
                           advertising, sale and/or distribution of the rejected
                           goods until such time as the manufactured Licensed
                           Products conform to the approved confirmation
                           samples. This Agreement shall remain in full force
                           and effect as to Licensed Products not affected by
                           this Paragraph.

                                       8


<PAGE>

                  (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 and
                  GLOBAL 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 and
                  GLOBAL to inspect such third party's facilities. All
                  inspections shall be during regular business hours upon ten
                  (10) business days 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 in accordance with this Agreement, including
                  but not limited to laboratory testing.

         (e)      LICENSEE shall supply LICENSOR and GLOBAL with five (5)
                  samples of each of the completed Licensed Products, promptly
                  upon completion. LICENSEE shall be responsible for any and all
                  costs of shipping and handling incurred in providing said
                  samples under this Agreement. LICENSOR and/or Global shall
                  have the right to purchase additional samples for their own
                  personal use at the actual cost of the Licensed Products, plus
                  shipping and handling.

6.       CONFIDENTIALITY For purposes of this Agreement, "CONFIDENTIAL
         INFORMATION" shall mean information or materials regarded by each party
         as its confidential information, including pricing information,
         manufactures names, and 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. Both parties agree to keep all Confidential
         Information of LICENSOR and LICENSEE strictly confidential and to use
         such knowledge only to the exercise and performance of its respective

                                       9


<PAGE>

         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.

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 (as between LICENSOR and
                  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, interest
                           or goodwill 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, at LICENSOR's cost, cooperate with
                           LICENSOR and GLOBAL in the execution, filing and
                           prosecution of trademark, copyright or patent
                           applications; LICENSEE shall, at LICENSOR's cost,
                           supply LICENSOR and GLOBAL with samples for
                           applications. LICENSEE shall cooperate with LICENSOR
                           and GLOBAL 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.

                                       10


<PAGE>

                  (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 and GLOBAL, 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 reasonably cooperate
                  in any infringement action commenced by LICENSOR or GLOBAL 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. Notwithstanding the foregoing,
                  LICENSEE shall not be required to join any such action
                  commenced by LICENSOR. If LICENSOR does not commence such
                  action, LICENSEE may prosecute such action at its cost and
                  risk.

8.       INDEMNITY; INSURANCE; REPRESENTATIONS

         (a)      INDEMNITY. LICENSEE agrees to indemnify, defend and hold
                  harmless LICENSOR and GLOBAL, and each of their respective
                  shareholders, members, directors, officers, employees and
                  agents 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 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 LICENSEE 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. Anything
                  herein to the contrary notwithstanding, LICENSEE shall have no
                  obligation to indemnify LICENSOR for its negligence or willful
                  misconduct.

         (b)      INSURANCE. LICENSEE shall maintain comprehensive general
                  liability insurance in the amount of at least One Million
                  Dollars ($1,000,000) (combined single limit per occurrence)
                  and Two Million Dollars ($2,000,000) aggregate per year, plus
                  defense costs. This insurance shall include broad form blanket
                  contractual liability, products and completed operations
                  liability, including protection for LICENSOR its shareholders,
                  members, directors, officers, employees and agents (including
                  Global) against any claims, damages, liabilities, costs and

                                       11


<PAGE>

                  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 an added as additionally named loss payee
                  with respect to loss of 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 a named
                  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, or their
                  respective shareholders, members, directors, officers,
                  employees or agents (including Global) 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 and insurance policy that would
                  affect the status or benefits of LICENSOR or GLOBAL. 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 shall cover the entire Territory.

         (c)      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 nationally
                  recognized 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.

         (d)      NO REPRESENTATIONS. LICENSOR has made no representation or
                  warranty, except as expressly provided, with respect to the
                  Licensed Products. Notwithstanding anything to the contrary
                  contained herein, LICENSOR represents and warrants that
                  LICENSOR holds valid U.S. federal trademark registrations in
                  and to the Property. Furthermore, LICENSOR represents and
                  warrants that it shall comply with any applicable laws with
                  respect to its intellectual property rights and obligations
                  under this Agreement. There are no implied warranties for
                  merchantability or fitness for any particular purpose.

                                       12


<PAGE>

                  Notwithstanding the foregoing, LICENSOR acknowledges and
                  agrees that once LICENSOR approves LICENSEE's submissions in
                  accordance with Section 5 of this Agreement, such approval
                  shall be deemed LICENSOR's consent to concept and design of
                  the Licensed Products provided in no event shall LICENSOR be
                  liable for any breach of any implied or express warranty of
                  merchantibility or fitness for any purpose.

         (e)      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.

         (f)      LICENSEE REPRESENTATIONS. LICENSEE warrants and represents
                  that it is a New Jersey corporation, validly existing and in
                  good standing under the laws of New Jersey. LICENSEE further
                  represents and warrants that it will use its commercially
                  reasonable 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.

         (g)      LICENSOR Representations. LICENSOR warrants and represents
                  that it is a California corporation, validly existing and in
                  good standing under the laws of California. LICENSOR further
                  represents that entering into this Agreement will not result
                  in the violation of : (i) the organizational documents or
                  bylaws of LICENSOR, (ii) any agreement, contract, lease,
                  license, document or other commitment, written or oral, to
                  which LICENSOR is a party or may become bound, or (iii) any
                  applicable law, rule, license or regulations.

         (h)      COMPLIANCE WITH LAW. Both parties 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 (including,
                  but not limited to any applicable child labor laws and/or
                  regulations). Both parties shall immediately provide each
                  other 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.

                                       13


<PAGE>

         (b)      TERMINATION FOR BREACH OR MATERIAL BREACH. If LICENSEE or
                  LICENSOR 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 five (5) business days of giving the Notice of
                  Termination if the breach is a failure to pay money or within
                  ten10 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 may continue to ship
                  Licensed Products PROVIDED the breach is being cured in
                  good-faith. 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.

                  (i)      CHANGE OF OWNERSHIP: The right of LICENSOR to approve
                           or disapprove any transfer of all or part of the
                           ownership of LICENSEE (whether by sale of
                           substantially all its assets or by transfer of shares
                           of its stock) shall be at the sole 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 (except for change in
                           ownership due to transfers for estate planning
                           purposes); 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 LICENSEE, LICENSOR shall have the right
                           to immediately terminate.

                  (ii)     LICENSEE'S 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 in an amount in excess of $100,000
                           and is not cured within the sixty (60) day cure
                           period; 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.

                  (iii)    LICENSOR's Insolvency: LICENSEE may terminate if: a
                           petition for relief under the Bankruptcy Code is
                           filed by or against LICENSOR; LICENSOR makes any
                           assignment for the benefit of its creditors; LICENSOR
                           becomes the subject of proceedings under any
                           insolvency, reorganization or receivership law;

                                       14


<PAGE>

                           LICENSOR defaults on any obligation which is secured
                           by a security interest, in whole or in part, in the
                           Licensed Products in an amount in excess of $100,000
                           and is not cured within the sixty (60) day cure
                           period; or, a receiver is appointed for LICENSOR or a
                           substantial part of its business interests.
                           Termination will become effective automatically sixty
                           (60) days after LICENSEE gives notice if LICENSOR:
                           fails to discharge the bankruptcy or terminate the
                           assignment for the benefit of creditors. The license
                           and rights granted are personal to LICENSOR. 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 LICENSOR'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.

                  (iv)     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
                                    greater, 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 market 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; or

                           (5)      LICENSEE markets products using the Property
                                    not submitted for approval; or for which no
                                    approval is granted.

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.
                  Furthermore, upon LICENSOR paying for same, LICENSEE shall
                  immediately turn over to LICENSOR any production molds and/or
                  materials created and/or used in connection with the Licensed
                  Products.

                                       15


<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 and
                  GLOBAL a written statement showing: i) the Licensed Products
                  in its possession or under its control; ii) location of the
                  inventory; iii) work in process; and iv) Licensed Products in
                  transit. LICENSEE shall dispose of these goods only pursuant
                  to the specific terms of this Paragraph 10.

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

         (d)      CONCLUDING SALES. LICENSEE shall not undertake any new
                  production, that would be delivered after the date of
                  expiration or termination. At LICENSOR's reasonable request,
                  LICENSEE shall provide LICENSOR with relevant information
                  regarding LICENSEE's concluding sales of the inventory which
                  LICENSOR considers important for maintaining the good-will of
                  LICENSOR's brand. Additionally, at LICENSOR's reasonable
                  request, LICENSEE shall facilitate LICENSOR's direct contact
                  with any third parties involved in the sale and distribution
                  of the 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 fifteen (15) days of
                           delivery of the list of inventory and shall specify
                           the Licensed Products to be purchased.

                  (ii)     If termination is due to LICENSEE's breach, the price
                           for Licensed Products shall be LICENSEE's standard
                           cost (the actual manufacturing cost if manufactured
                           by LICENSEE) and LICENSEE's Landed Cost, herein
                           defined, (if not manufactured by LICENSEE.) "LANDED
                           COST" means the F.O.B. price of Licensed Products
                           together with customs, duties, and brokerage,
                           demurrage, freight and insurance. If the Agreement
                           expires by its own terms or due to LICENSOR's breach,
                           the prices for Licensed Products shall be those
                           offered by LICENSEE to its own favored customers.

                  (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.

                                       16


<PAGE>

         (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)      RIGHT TO MANUFACTURE AND OFFER FOR SALE. Without Limiting
                  LICENSOR's other rights in this Agreement, at any time during
                  the three (3) months preceding expiration or termination,
                  LICENSOR or any new licensee shall have the right to
                  manufacture, show, advertise and take orders for the Licensed
                  Products for delivery following said expiration or
                  termination.

         (h)      RIGHT OF SELL-OFF; DISPOSAL OF INVENTORY. Anything herein to
                  the contrary notwithstanding, upon expiration or termination
                  of this Agreement, subject to LICENSOR's right to purchase
                  LICENSEE's inventory under Paragraph 10(e), LICENSEE shall
                  have the right to sell off all of its inventory for a three
                  (3) month period, commencing the date of the expiration or
                  termination of this Agreement. Such right of sell-off is
                  subject to LICENSEE complying with the royalty payment
                  provisions of this Agreement. All inventory not disposed of in
                  accordance with this Paragraph shall be destroyed.

         (i)      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.

         (j)      LICENSEE, at its option, shall use its commercially reasonable
                  efforts to either (1) purchase all items bearing the Property
                  held by any supplier and shall have all such items delivered
                  to LICENSOR, at LICENSOR's cost or (2) cause the Property to
                  be removed from all items bearing the Property held by any
                  supplier. The purchase price to be paid by LICENSOR for such
                  items shall be determined in accordance with Paragraph
                  10(e)(ii).

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 nationally recognized overnight
         courier 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):

                                       17


<PAGE>

                                    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) 253-5100
                                    Fax  (310) 253-5110

                                    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:

                                    Catton Apparel Group
                                    Attention:  Richard Rosenbluth
                                    112 West 34th Street, Suite 1905
                                    New York, New York 10120
                                    Tel  (212) 695-6343
                                    Fax  (212) 695-8459

                                    With a copy to:

                                    Goodkind, Labaton, Rudoff and Sucharoww, LLP
                                    100 Park Ave.
                                    New York, NY 10017-5563
                                    Attention: John H. Riley, Esq.
                                    Tel  (212) 907-0700
                                    Fax  (212) 883-7007

                                       18


<PAGE>

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.      INTERPRETATION The License Agreement shall be interpreted to give
         LICENSOR maximum control of its Property and the usage of the Property.
         The caption headings of the sections are for convenience only and shall
         not be used for interpretation.

13.      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. LICENSOR and LICENSEE agree to be subject to
         jurisdiction in Los Angeles County, California and in the federal
         district court situated therein and if there is no federal
         jurisdiction, state courts of California.

14.      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 or GLOBAL in any manner except
         as provided.

15.      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


<PAGE>

16.      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.

17.      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.

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

19.      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.

20.      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.

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

22.      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.

23.      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.

24.      MISCELLANEOUS

         (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

                                       20


<PAGE>

                  such CD Hang-Tags. In the event that LICENSEE requires LICNSOR
                  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.

         (b)      INCLUSION OF LICENSOR'S/EXISTING AND FUTURE LICENSEES'
                  PRODUCTS. LICENSEE shall use its commercially reasonable
                  efforts to include in its gift sets (as defined in Schedule
                  1(b)) products manufactured by LICENSOR and/or any of
                  LICENSOR's existing and/or future licensees.

         (c)      CONSENTS/REQUESTS/APPROVALS: All consents, requests and
                  approvals required under this Agreement shall not be
                  unreasonably withheld or delayed.

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

LICENSOR:


By: /S/ Dorian Lowell
   --------------------------------------
Name:  Dorian Lowell
Its:  President




LICENSEE:


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

                                       21


<PAGE>

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

                                    PROPERTY


         NAME                   REGISTRATION #             PRODUCT CLASS
         ----                   --------------             -------------
1.       "Baby Genius"


                                       22


<PAGE>

                                  SCHEDULE 1(a)
                                  -------------

                         DEFINITION OF LICENSED PRODUCTS

     A.  APPAREL:

         1. Coveralls
         2. Overall Sets
         3. Pants Sets
         4. Boy & Girls Basics
         5. Tee Shirts
         6. Short Sets
         7. Diaper Sets
         8. Rompers
         9.Creepers
         10. Shortall Sets
         11. Knit & Woven Short Sets
         12. Dresses
         13. Sportswear and Playwear
         14. Accessories (i.e., bootie, socks, visors, hats/caps, headbands &
         scrunches) may be sold in gift sets only, with any of the items listed
         above, but not separately.

     All of the above apparel shall be in sizes 0-4 T (i.e., newborn, infant and
toddler sizes) for boys and girls.

     B.  LAYETTE GIFT SETS:

         1. FEEDING LAYETTE:
            ----------------
             a. Spoon
             b. Fork
             c. Sipper Cup
             d. Bottle
             e. Bowl
             f. Bibs
             g. Rattles
             h. Pacifier

                                       23


<PAGE>

         2.  BATH SET LAYETTE:
             ----------------
             a. Sponge
             b. Wash Cloths
             c. Song Ball
             d. Robe
             e. Comb
             f. Brush
             g. Mirrors

         All of the Layette Gift Sets shall always include apparel.

                                       24


<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 from commencing upon execution
of this Agreement and ending upon the expiration of the Agreement:
o        Mid-tier
o        Department stores
o        Specialty stores
o        Record stores
o        Airport shops
o        Duty Free shops
o        Internet
o        Direct mail order sales
o        Mass market
o        Drug chains
o        Supermarkets

                                       25