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                                                                   Exhibit 10.56


                     [WARNER PUBLISHER SERVICES LETTERHEAD]

THIS AGREEMENT, dated June 23, 1998, between WARNER PUBLISHER SERVICES, INC., a 
New York corporation (herein called "Warner"), and, HARVEY ENTERTAINMENT 
COMPANY a California corporation (herein called "Publisher").

1.   DEFINITIONS. As used in this agreement, the following terms shall have the
     following respective meanings:

     (a)  "Publication(s)" shall mean that certain magazine(s) entitled Harvey;
          The Magazine For Kids, which shall be published monthly.

     (b)  "Territory" shall mean the United States of America, including Puerto
          Rico and the Military and the Dominion of Canada.

     (c)  "Printer's Completion Notice" shall mean a notice delivered to Warner
          and executed by the traffic manager or shipping manager of the
          Publisher's printer for each issue of each Publication, specifying the
          number of copies of such issue shipped in accordance with Warner's
          instructions, and the date of completion of such shipment. Under no
          circumstances may a Printer's Completion Notice be sent to Warner
          prior to the completion of shipping to Warner's customers, whether or
          not an intermediary is used.

     (d)  "Net Sales" shall mean (with respect to each issue of each
          Publication) the number of copies of the Publication(s) specified in
          each Printer's Completion Notice (as the same may be modified or
          amended by additional information furnished by the printer or
          Publisher), less the number of copies of that issue returned to Warner
          pursuant to the provisions of Paragraph 8 and less the number of
          copies of that issue lost or damaged in shipments to wholesale
          distributors per subparagraph 3(c).

     (e)  "Cover Price" shall mean the suggested retail selling price of each
          Publication(s) (as specified by Publisher on the cover of each copy
          thereof), as the same may be increased or decreased by Publisher
          during the Term.

     (f)  "Warner's Commission" shall mean a sum equal to seven point two (7.2%)
          percent of the Cover Price of the Net Sales.

     (g)  "Customer Discount" shall mean the discount off the Cover Price at
          which Publisher directs Warner to bill Warner's customers for copies
          of the Publication(s). Publisher agrees that the Customer Discount
          shall remain the same as that prior to this agreement, unless
          Publisher and Warner's customer(s) agree otherwise in writing to be
          furnished to Warner.

     (h)  "Gross Billings" shall mean the Cover Price, less the Customer
          Discount, multiplied by the number of copies of the Publication(s)
          specified on a Printer's Completion Notice and less Warner's
          Commission with respect to such number of copies.

     (i)  "Final Billings" shall mean the Cover Price, less the Customer
          Discount, multiplied by the Net Sales and less Warner's Commission

     (j)  "On Sale Date" shall mean the date, as designated by Publisher, that
          each issue of the Publisher(s) is to be place for initial sale at
          retail outlets.

     (k)  "Off-Sale Date" shall mean the date, designated by Publisher, for
          recall of issue of the Publication(s) from sale at retail outlets,
          provided, however, that the Off-Sale Date of any issue of a
          Publication shall not be later than one (1) day prior to the On-Sale
          Date of the next succeeding issue of the same Publication. The
          Off-Sale Date of "one-shots" shall also be determined by Publisher.

     (l)  (i)  "Term" shall mean the period commending with the on-sale date of
               the first issue of the Publication(s) distributed by Warner, and
               shall continue thereafter for a period of three (3) years. The
               Term shall thereafter be automatically extended for successive
               three (3) year periods upon the same terms and conditions as
               herein contained, subject, however, to the right of
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                 either party, on prior written notice to the other party as
                 provided below, to terminate the Term upon the expiration of
                 the original Term or any renewal period.

          (ii)   The notice of termination shall specify the On-Sale Date of the
                 last issue of each Publication to be distributed under this
                 agreement and shall be served not less than Ninety (90) days
                 prior to the end of the original Term or any renewal period by
                 registered mail or national courier system addressed to the
                 party being notified at the address specified under paragraph
                 15 hereof. Notwithstanding such termination, this agreement
                 shall continue in full force and effect after the termination
                 date for the purpose of distributing such last issue, handling
                 and crediting returns of unsold copies, and effecting a final
                 settlement of Publisher's account. Warner shall have the right,
                 upon the giving by either party of such written termination
                 notice, to suspend any further payments to or on behalf of
                 Publisher and to withhold all further sums relating to the
                 Publication(s) until final settlement is effected, one hundred
                 eighty (180) days after the Off-Sale Date of the last issue of
                 the Publication(s) distributed by Warner hereunder. Warner
                 shall be entitled to set up a reasonable reserve at that time
                 for anticipated returns from areas located outside the United
                 States and Canada, and for all proper and reasonable charges or
                 reimbursements due Warner pursuant to the terms of this
                 agreement.

          (iii)  Notwithstanding anything to the contrary in this agreement,
                 Publisher shall not be entitled to terminate this agreement at
                 any time if Publisher is indebted to Warner for any such reason
                 without first reimbursing Warner the full amount of such
                 indebtedness.

2.  RIGHTS GRANTED: Publisher hereby grants to Warner, for the Term and
    throughout the Territory, the exclusive right to distribute the
    Publication(s) and any "one shots" derived from the Publication(s) as agent
    for Publisher. The provisions of this paragraph 2 shall not apply to copies
    of the Publication(s) furnished by Publisher to individual subscribers and
    to direct comics market.

3.  THE PUBLISHER AGREES:

    (a)   To publish the Publication(s) at the frequency specified in
          subparagraph 1(a), and in substantially the same physical form
          (including, but not limited to, size, quality of paper and
          reproduction) and with editorial, creative and artistic elements at
          least equal to those in previous issues and to print on the cover of
          the Publication(s) a UPC code including Warner's bi-pad number.

    (b)   That upon receipt from Warner of the lists of wholesale distributors
          and the number of copies of each of the Publication(s) to be shipped
          thereto, Publisher shall complete shipment to wholesale distributors
          in accordance with such lists far enough in advance of the On-Sale
          Dates of the respective issues to enable distribution to and by
          wholesale distributors by the On-Sale Dates. Publishers shall pay all
          transportation charges relating to the shipment of the Publication(s)
          to wholesale distributors.

    (c)   That Warner may deduct from the payments due Publishers, as provided
          in subdivision 9(b)(ii) hereof, all amounts attributable to copies of
          the Publication(s) lost or damaged in shipment to wholesale
          distributors. Subject to the provisions of paragraph 16 hereof, all
          such loss or damage adjustments made by Warner for the benefit of said
          wholesale distributors shall be conclusive on the question of loss
          and/or damage and binding upon Publisher. Warner and Publisher shall
          assist one another in the handling of claims against carriers for
          copies of the Publication(s) that are delayed, lost or damaged in
          transit.


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     (d)  That Warner shall allow wholesale distributors the privilege of
          returning all unsold copies of the Publication(s) and receiving credit
          at the rate charged therefor, in accordance with the terms of
          paragraph 8 hereof.

     (e)  That Warner may refuse to distribute any issues of Publication(s)
          which, in its opinion, contain libelous, obscene or indecent matter;
          which infringe the copyright, right of privacy or publicity or any
          other right of any third party; which are unlawful; or which are
          refused use of the mails by postal authorities; or, in its sole
          discretion, Warner may elect to terminate this agreement with respect
          to the Publication(s) concerned. Warner shall have no obligation to
          review the content of any Publication.

     (f)  That if Warner incurs any expenses hereunder on behalf of Publisher or
          the Publications(s), then Warner may recover, pursuant to subdivision
          9(b)(viii) hereof, any or all such expenses from any advances and/or
          payments due or becoming due to Publisher, or, at its option, may
          require Publisher to reimburse Warner by check within 10 days
          following Warner's request therefor.


4.   WARNER AGREES:

     (a)  To furnish shipping instructions and addressed labels to Publisher at
          a reasonable time prior to the scheduled shipping date for
          distribution of the Publication(s).

     (b)  To bill and collect all payments from wholesale distributors for
          Warner's own account and to designate wholesale distributors and other
          customers.

     (c)  To make payments to Publisher as specified in paragraph 9.

     (d)  To consult with Publisher's designated representatives, upon request,
          with respect to:

          (i)   The number of copies of each issue to be printed;

          (ii)  The number of copies of each issue to be allotted and shipped to
                each wholesale distributor;

          (iii) The sales history of the Publication(s); and

          (iv)  The advertising and promotion campaigns for the Publication(s).

     (e)  To designate an employee of Warner as the non-exclusive account
          executive for the Publication(s).

     (f)  To render to Publisher a sales performance statement for each issue of
          the Publication(s) showing, in summary form, the issue date, On-Sale
          and Off-Sale Dates, number of copies distributed, returns accepted,
          Net Sales (in both numerical and percentage terms), and the sales
          trend of the Publication(s) (a numerical comparison of Net Sales of
          that issue versus Net Sales of the previous issue and of the same
          issue one year earlier.)

     (g)  To render to Publisher a payment statement for each issue of the
          Publication(s) summarizing the appropriate calculations pursuant to
          this agreement.

     (h)  The activities described in this paragraph shall be performed in
          Warner principal corporate offices, except as otherwise agreed between
          Warner and Publisher.

5.   WARNER NOT A TRUSTEE:  In no event shall Warner be obligated to segregate
     any of the sums collected by it hereunder from any of its other funds, nor
     shall Warner be considered a trustee, pledgeholder or fiduciary of
     Publisher. Publisher acknowledges and agrees that Warner shall be entitled
     to perform distribution and other services for other publishers regardless
     of whether such other publishers' publications may be competitive with the
     Publication(s).

6.   RETAIL DISPLAY ALLOWANCES:

     (a)  Warner shall, only if requested by Publisher, perform the work of
          receiving and collating information from retail magazine dealers and
          issuing payments on behalf



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          of Publisher for amounts due to them under retail or checkout display
          allowance ("RDA") programs conducted by the Publisher in reference to
          the Publication(s) as previously authorized by Publisher in writing
          for each retail outlet. Such RDA payments shall be charged to the
          Publisher's account and recovered and received by Warner as provided
          in subparagraph 1(i) and subdivision 9(b)(iii) hereof, at such time as
          Warner determines (whether such determination is based upon an
          estimate made by Warner or otherwise) that such dealers are entitled
          thereto, whether such payment is actually made by Warner at such time.
          Any adjustments made by Warner regarding the amount of such allowances
          shall be credited or charged (as the case may be) to Publisher's
          account at the time such adjustment is actually made by Warner. 

     (b)  In consideration of the services to be performed by Warner pursuant to
          this paragraph 6, Warner shall receive an RDA service fee of $.55 for
          each issue of the Publication(s) per retailer claim, which sum shall
          be recovered by Warner pursuant to subdivision 9(b)(iv) hereof.

     (c)  Publisher shall have the right, upon timely notice to Warner, to
          assume all obligations to perform all RDA services and issue all RDA
          payments. Publisher hereby gives the notice of assumption specified in
          the preceding sentence.

7.   CREDIT TO WHOLESALE DISTRIBUTORS:

     (a)  Warner will bill customers at Customer Discount.

     (b)  In the event Warner's customers make deductions from payments to
          Warner for adjustments to Customer Discount or other special
          allowances not agreed to by the Publisher, Warner will notify
          Publisher of such adjustments and shall deduct from any payments to
          Publisher pursuant to subdivision 9(b)(vii) hereof, the amount of such
          deductions. Publisher may direct Warner to hold up or stop future
          shipments to the customer.

     (c)  Publisher agrees that Warner shall be entitled to make all decisions
          as to which customer to sell the Publication(s) to, and all credit and
          collection decisions with respect to wholesale distributors, including
          whether to stop or hold up shipment to delinquent accounts and to
          secure substitute accounts. Warner shall bear any losses from
          uncollectible accounts and all collection expenses, provided that
          Publisher has adhered to directions by Warner to stop or hold up any
          shipment to a wholesale distributor. If Publisher fails to adhere to
          any such directions, Publisher shall bear all resulting losses of
          uncollectible accounts, including any collection expenses, and any
          such losses sustained by Warner shall be charged to Publisher's
          account and recovered by Warner as provided in subdivision 9(b)(v)
          hereof. Nothing herein contained, however, shall require Warner to
          institute any legal action or collection proceedings. Publisher agrees
          and acknowledges that Warner may recommend new or substitute accounts
          in place of or in addition to customers that Warner thinks are
          inadequate, an unacceptable credit risk, or irregular in payments.
          Publisher will adhere to Warner's recommendation to change customers.

8.   RETURNS:

     (a)  In determining the sums payable to Publisher, Warner shall be entitled
          to deduct returns of each issue of the Publication(s) shipped to
          Warner from Warner's customers located in the Territory at any time
          within 120 days of the Off-Sale Date of each such issue, but as to the
          last issue distributed pursuant to this agreement, or any one-shots or
          special issues, Warner may accept returns shipped at any time within
          180 days of the Off-Sale Date of such issues. The aforesaid 120 and
          180 day periods shall be subject to extension by reason of delay or
          delays resulting from the use of Reshipping Wholesaler Agencies (as
          that term is commonly understood in the magazine trade), in mail
          delivery, "acts of God", or any other cause beyond the reasonable
          control of Warner, or with Publisher's consent.

     (b)  If Warner receives returns of any issue hereunder after final
          settlement of such issue pursuant to subparagraph 9(b) hereof, Warner
          may deduct such returns at the rate charged therefor from any
          remittance becoming due Publisher, or, after termination of this
          agreement, the Publisher shall promptly reimburse Warner upon receipt
          of Warner's statement regarding such returns. 
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    (c)  Warner may accept returns of unsold copies of the Publication(s) by 
         means of front covers, headings, affidavits, or electronic notification
         in form satisfactory to Warner. If Publisher shall request, in writing,
         full copy returns, Warner shall use its reasonable efforts to obtain
         same, and in such case, Publisher agrees to pay for returns
         transportation and such handling charges as are required. Warner shall
         furnish Publisher with returns statements which, subject to paragraph
         16 hereof, shall be accepted by Publisher as conclusive evidence
         thereof, and Warner is hereby authorized to destroy any and all front
         covers or headings representing such returns.

9.  PAYMENT TO PUBLISHER:  Warner shall make the following payments to 
    Publisher with respect to each issue of the Publication(s).

    (a)  As an advance against any and all sums which may become payable to
         Publisher pursuant to subparagraph (b) with respect to each issue of
         the Publication(s).

         (i)  For the first three issues of the Publication, an amount equal to
              fifteenth (15%) percent of Gross Billings and for the fourth and
              subsequent issue of the Publication, an amount equal to fifty
              (50%) percent of Warner's estimate of Final Billings (determined
              in Warner's sole discretion), due on the on-sale date of the
              Publication and after receipt by Warner of the Printer's
              Completion Notice, less an estimated amount to cover the
              deductions specified in subdivisions 9(b)(ii) - 9(b) (viii) to the
              extent that such deductions are determinable at such date.

              In the event that Publisher and Warner do not agree as to the
              number of copies of each issue of the Publication(s) to be
              allotted and shipped to each wholesale distributor, Warner may,
              thereafter, at its ole discretion, base the computation of the
              advances to become due to Publisher pursuant to this paragraph 9
              on the number of copies of each issue of the Publication(s) that
              Warner deemed appropriate to be allotted and shipped to each
              wholesale distributor, rather than the number actually printed and
              shipped.

         (ii) An amount equal to sixty-five (65%) percent of Warner's estimate
              of the Final Billings (determined in Warner's sole discretion),
              sixty (60) days after the Off-Sale Date of such issue, less the
              first advance and an estimate of any unpaid deductible expenses
              provided for under subdivisions 9(b)(ii) - 9(b)(viii) to the
              extent that such deductions have not previously been deducted and
              retained by Warner.



    (b)  An amount equal tot he Final Billings shall be paid to Publisher one
         hundred twenty (120) days after the Off-Sale Date of that issue, less
         any of the following deductible expenses which have not been recovered
         by Warner:


        (i)   All sums advanced to Publisher pursuant to subparagraph (a) above;

        (ii)  All loss and damage adjustments pursuant to subparagraph 3(c)
              above;

        (iii) All RDA payments pursuant to paragraph 6 above;

        (iv)  Warner's RDA service fee pursuant to paragraph 6 above;

        (v)   All uncollectible amounts and other items properly chargeable to
              Publisher referred to in paragraph 7 above;

        (vi)  The following special allowances which may be granted by Warner:


              I.  With respect to Reshipping Wholesaler Agencies (as the term is
                  commonly understood in the magazine trade):

                  A.  A charge of $12.45 per cwt. on all non-second-class entry
                      magazines for U.S. and Canada reshipping agencies.

                  B.  A charge of $6.40 per cwt. on all second-class entry
                      magazines for U.S. and Canada reshipping agencies.

              II. The charges referred to in subdivision A and B above are
                  subject to change in proportion to any increase in the
                  aforesaid rates.

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                    III.  A charge of $3,000.00 will be made if an analysis of
                          circulation by population is requested and required
                          for the Audit Bureau of Circulation report. No charge
                          will be made for the Sate Circulation analyses which
                          are customarily made once a year for the Publication.

            (vii)   Diskettes containing O&R or history data will be furnished
                    at the Publisher's request upon a charge of $200 per
                    diskette subject to increases from time to time.

            (viii)  All other charges, payments or other reimbursements due
                    Warner pursuant to the terms of this agreement,including but
                    not limited to, any foreign exchange losses (any foreign
                    exchange gains shall be credited to Publisher).

10.   ONE-SHOTS:

      (a)   Warner shall have the right to refuse to distribute any one-shots
            as may hereafter be published. In the event Warner agrees to
            distribute such one-shots, Warner shall pay Publisher its Final
            Billings as computed for each one-shot less the deductions specified
            in subdivisions 9(b)(ii) - 9(b)(viii).

      (b)   All the terms and conditions of the agreements shall be applicable
            to such one-shots as may be distributed hereunder, except that with
            respect to advance payments the parties hereby agree to negotiate in
            good faith as to the amount and timing of such payments.


11.   CROSS-COLLATERALIZATION/OVERDRAFTS:

      The Estimated Final Billings of each issue of all Publication(s)
      distributed by Warner pursuant to this agreement shall be treated as a
      unit. If the sum of advance payments due and the deductible expenses
      incurred by Warner pursuant to subdivisions 9(b)(ii) - 9(b)(viii) with
      respect to any issue of any Publication(s) exceeds the Estimated Final
      Billings for such issue (such excess is hereunder referred to as the
      "Overdraft"), the Overdraft may be deducted by Warner from any advance
      and/or payment of Final Billings which Warner may be required to make on
      any issue or issues of the same Publication(s), or any other
      Publication(s), the distribution rights to which have been granted to
      Warner by Publisher or any affiliate,parent or subsidiary of Publisher
      pursuant to this or any other agreement, or shall be refunded or paid
      thereby immediately upon demand.

12.   PUBLISHER'S WARRANTIES; INDEMNITY:


      (a)  Publisher warrants and represents that:

           (i)   the rights herein granted to Warner have not been granted to
                 any other person, firm, or corporation; it has the right and
                 authority to enter into this agreement and to perform its
                 obligations hereunder, free and clear of any encumbrances; and
                 there are no suits or proceedings pending or threatened against
                 or affecting Publisher which, if adversely determined, would
                 impair the rights herein granted to Warner;

           (ii)  it is duly organized and incorporated under the laws of the
                 State of California.

           (iii) it is the sole and exclusive owner of the Publication(s) and
                 all rights therein.

           (iv)  that the Customer Discounts and all pricing,discount, and
                 allowance terms shall be in compliance with all applicable
                 antitrust and trade laws in the territory; and

           (v)   that the Publication(s) and distribution of the Publication(s)
                 under the Agreement will not violate any laws or rights of any
                 third parties or entities.

      (b)  Publisher agrees to defend and indemnify Warner and its officers,
           agents, representatives, Warner's customers and retailers against any
           damages, costs, expenses (including reasonable counsel fees),
           judgements, settlements, penalties, liabilities or losses arising out
           of any claim, action or proceeding alleging copyright

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          or trademark infringement, libel, obscenity, violations of the rights
          of privacy, publicity or any other rights of any person, or any
          federal, state or local statute or regulation, in connection with the
          title, cover, contents or advertising of the Publication(s),
          including, but not limited to, advertisements, illustrations, or
          photographs, or in the text thereof, or arising out of the breach or
          alleged breach of any of the foregoing representations or warranties.
          Warner and Publisher shall each, with all reasonable promptness,
          notify the other of any suit, proceeding, claim or demand brought in
          connection with the Publication(s). If any such suit, proceeding,
          claim or demand is brought against Warner, Warner may elect (i) to
          undertake the defense thereof at the Publisher's expense or (ii) to
          notify the Publisher to undertake the defense thereof. If Warner does
          so notify the Publisher, the Publisher shall undertake the defense at
          its own expense; and in such case, Warner may at its option join in
          the defense but at its own expense.
 
     (c)  During the pendency of any such suit, proceedings, claim or demand,
          Warner may withhold payments from Publisher, under this or any other
          agreement between Publisher and Warner, to the extent reasonably
          necessary to remedy any damage, cost, expense, settlement, judgement
          or liability which may result therefrom.

     (d)  The warranties and representations of Publisher hereunder shall, along
          with the indemnity, survive the termination of this agreement.

13.  CUSTOMER BANKRUPTCY - COMPUTATION OF NET SALES:

     In the event that a wholesale distributor or other customer to which Warner
     distributes the Publication(s) on Publisher's behalf shall take advantage
     of any federal or state insolvency law for relief of debtors, including
     reorganization, or shall cease its business operation with the effect that
     such wholesale distributor or other customer shall not return its unsold
     copies of the Publication(s), Warner shall use the average Net Sales of the
     Publication(s) as reported by such wholesale distributor or customer for
     the twelve (12) months (or such lesser period if applicable) prior to those
     months for which such wholesale distributor or customer failed to return
     unsold copies of the Publication(s), for determining the Net Sales of the
     Publication(s) shipped to such wholesale distributor or customer for said
     months.

14.  ASSIGNMENT:

     This agreement shall bind and inure to the benefit of the parties hereto
     and their respective successors and assigns, provided that no assignment of
     this agreement, voluntary or by operation or law, shall be binding upon
     either of the parties hereto without the prior written consent of the
     other, unless it is an assignment to a parent, subsidiary or affiliate as
     part of the sale or transfer of all or substantially all of such party's
     assets. Notwithstanding this, Publisher may sell, assign, transfer or
     otherwise dispose of its interest in any Publication or any trademark(s)
     associated therewith to any third party (whether by means of a sale of
     assets or equity) if such third party agrees in writing to assume and be
     bound by all the terms and conditions of this agreement to be performed by
     Publisher and prior to such sale, assignment, transfer or other disposition
     Publisher reimburses Warner the full amount of any indebtedness owed by
     Publisher to Warner; provided, however, that Publisher shall guarantee and
     remain responsible for the performance of all obligations hereunder with
     respect to such Publication, and that Warner shall have the right to
     terminate this agreement with respect to such Publication.

15.  NOTICES:

     All notices which either party hereto is required or may desire to give to
     the other shall be given by addressing the same to the other at the address
     hereinafter set forth, or at such other address as may be designated in
     writing by any such party in a notice to the other given in the manner
     prescribed in this paragraph. All such notices shall be sufficiently given
     when the same shall be deposited so addressed, postage prepaid, in the
     United States mail and/or when the same shall have been delivered, so
     addressed, by national courier system, or to a telegraph or cable company
     toll prepaid and the date of said mailing or telegraphing shall be the date
     of the giving of such notice. The addresses to which any such notices shall
     be given are the following:

     TO WARNER:                         TO PUBLISHER:

     Warner Publisher Services          Harvey Entertainment Company
     Attn: President                    1999 Avenue of the Stars, 17th Floor
     1271 Avenue of the Americas        Los Angeles, California 90067
     New York, New York 10020

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16.  AUDIT RIGHTS:

     Publisher may, at its own, expense, audit the books and records of Warner
     relative to the distribution of the Publication(s) pursuant to this
     agreement at the place where Warner maintains such books and records in
     order to verify statements rendered to Publisher hereunder. Any such audit
     shall be conducted only by a reputable public accountant during reasonable
     business hours in such manner as not to interfere with Warner's normal
     business activities. A true copy of all reports made by Publisher's
     accountant shall be delivered to Warner at the same time such respective
     reports are delivered to Publisher by said accountant. In no event shall an
     audit with respect to any statement commence later than twelve (12) months
     from the date of dispatch to Publisher of such statement nor shall any
     audit continue for longer than five (5) consecutive business days, nor
     shall audits be made hereunder more frequently than twice annually, nor
     shall the records supporting any such statement be audited more than once.
     All statements rendered hereunder shall be binding upon Publisher and not
     subject to objection for any reason unless such objection is made in
     writing stating the basis thereof and delivered to Warner within twelve
     (12) months from delivery of such statement, or, if an audit is commenced
     prior thereto, within thirty (30) days from the completion of the relative
     audit.

17.  INTEGRATION; WAIVER; MODIFICATION:

     This agreement constitutes the complete and entire understanding of the
     parties hereto concerning the subject matter hereof and supersedes any
     prior agreements, understandings and representations. This agreement is not
     being executed in reliance upon any representation or warranty not
     expressly set forth herein. No waiver, modification or cancellation of any
     term or condition of this agreement shall be effective unless executed in
     writing by the party charged therewith. No written waiver shall excuse the
     performance of any act other than those specifically referred to therein.

18.  NO PARTNERSHIP, ETC.:

     This agreement does not constitute and shall not be construed as
     constituting a partnership or joint venture between Warner and Publisher.
     Neither party shall have any right to obligate or bind the other party in
     any manner whatsoever, except as otherwise specifically set forth herein,
     and nothing herein contained shall give, or is intended to give, any rights
     of any kind to any third persons.

19.  CONSTRUCTION:

     This agreement shall be governed by and construed in accordance with the
     laws of the State of New York applicable to agreements executed and fully
     performed therein. It is agreed that New York courts (state and federal)
     only, will have jurisdiction over any controversies regarding this
     agreement; any action or proceeding which involves such a controversy will
     be brought only in those courts, in New York County. Any process in any
     such action or proceeding may, among other methods, be served by delivery,
     certified or registered mail, national courier system or any other
     receipted form of delivery. Any such delivery, mail service, courier
     service, or other receipted form of delivery shall be deemed to have the
     same force and effect as personal service within the state of New York.

20.  FORCE MAJEURE:

     If because of act of God; accident; fire; lockout; strike or other labor
     dispute; riot or civil commotion; act of public enemy; law enactment,
     regulation, rule, order or act of government or governmental
     instrumentality (whether federal, state, local or foreign); or other cause
     of a similar or different nature beyond the control of Publisher or Warner,
     the performance of Publisher's or Warner's obligations hereunder is delayed
     or prevented, such delay or prevention shall not be considered a breach of
     this agreement.

21.  HEADINGS:

     The headings in this agreement are for convenience of reference only, and
     shall not limit or otherwise affect the meaning thereof.


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22.   CONFIDENTIALITY:

      Publisher agrees that this agreement contains confidential business terms
      and that disclosure thereof could be damaging to Warner. Accordingly,
      Publisher agrees to treat this agreement as proprietary information and
      not to reveal any of the terms hereof to any third party, for any purpose
      unrelated to performance under this agreement, except upon Warner's prior
      approval.

      IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
      executed by their duly authorized officers as of the day and year first
      above written.


      HARVEY ENTERTAINMENT COMPANY:      WARNER PUBLISHER SERVICES, INC.


      BY:  LEONARD BREIJO                BY:  [SIGNATURE ILLEGIBLE]
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      TITLE:                             TITLE:
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