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                                                                   EXHIBIT 10.27


                           MERCHANDISING LICENSE AGREEMENT

Dated as of October 16, 1996

1.   PARTIES:       VIACOM CONSUMER PRODUCTS, INC. ("VCP")
                    5555 Melrose Avenue
                    Los Angeles, California  90038

                    SEL-LEB MARKETING, INC. ("Licensee")
                    1435 51st Street
                    North Bergen, NJ  07047
                    Attn:  Hal Markowitz


2.   PROPERTY:

     As used herein, the term "Property" shall mean the characters,
     characterizations,designs and visual representations which appear, and only
     as they appear, in the television series entitled "CLUELESS" (the "Series")
     including the names and likenesses of only those performers approved in
     writing by VCP, and only as they appear as characters in the Series; but
     not including, without the prior written consent of VCP, any actual
     material from the Series, such as footage (Film, tape, disc or other
     medium), outtakes, music, effects track, voice track or sound track of the
     Series.


3.   LICENSED ARTICLES:

     Licensee shall use the Property in connection with the manufacture and
     distribution of the following items (the below listed items will be
     referred to individually and collectively as the "Licensed Articles"):

     (a) Nail Care Products including polishes, top coats, removers, hardeners
         and quick-drys as well as artificial nail sets, nail files/clipper
         sets.

     (b) Lip Stick Products including sticks, glosses and liners.

     (c) Cologne Fragrances including bottled cologne sprays and body sprays.

     (d) Mass Market Gift Set/Bags including combinations of the items listed
         in 3(a), (b) and (C), which will be targeted to the mass market.

     (e) Signature Gift Set/Bags including combinations of the items listed in
         3(a), (b) and (c), which will be targeted to the "upstairs" market.

     (f) Specialty "kid-tween" Gift Set/bags including combinations of the
         items listed in 3(a), (b) and (c), which will be targeted for toy
         distribution.

     (g) Licensee shall have the option until December 10, 1996 to add bath
         products (including bath gels, bubble baths and bath lotions).  If
         Licensee exercises such option, it must give VCP written notice by
         December 10, 1996 and pay any and all amounts as shall be due to VCP
         in respect of such bath products as provided hereinbelow no later than
         December 15, 1996, and all applicable terms and conditions of this
         Agreement shall apply.  Moreover, Licensee shall pay VCP an additional
         15% on any amounts due hereunder, as applicable.  A "*" shall indicate
         each payment which may be affected by the exercising of this option.

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4.   TERRITORY:

     United States, its territories and possessions, including Puerto Rico.


5.   TERM:

     (a) The initial term hereof shall commence on October 15, 1996 and shall
         continue until October 31, 1999, unless sooner terminated or extended
         as provided in this Agreement ("Initial Term").

     (b) If Licensee earns in Royalties (as defined in Paragraph 9(b) below)
         and pays to VCP a minimum of $500,000.00 by August 1, 1999, then
         Licensee shall have the option to extend this Agreement for a period
         of two (2) years ("Extended Term").  In order to exercise this option,
         License must give VCP written notice ninety (90) days prior to the
         expiration of the Initial Term.  If Licensee does exercise such
         option, Licensee shall pay VCP an additional Advance ("Additional
         Advance") of $90,000.00* upon the execution of the option and an
         additional Guarantee ("Additional Guarantee") of $270,000.00* payable
         $90,000.00* as the Additional Advance, $90,000.00* on or before
         November 1, 2000 and $90,000.00* upon the expiration of the Extended
         Term payable to the extent not earned out by the Additional Advance
         and Royalties.

     (c) Wherever the word "Term" is used in this Agreement, it refers
         generally to the Initial Term and any and all Extended Terms, if
         applicable.


6.   LICENSE:

     (a) VCP hereby grants to Licensee and Licensee hereby accepts, the
         exclusive (subject to Paragraphs 7 and 8(d) below) right, license and
         privilege to manufacture the designated Licensed Articles based upon
         and incorporating the Property, and to distribute, offer for sale,
         sell, promote and advertise the Licensed Articles in the Territory
         during the Term, subject to the provisions of this Agreement.

     (b) The license granted herein includes the non-exclusive right to use, in
         the Territory and for the Term, subject to all the terms and
         conditions hereof, the title of the Series and the trade and service
         marks and names, and the logos and art work, if any, used in
         connection with the Series (all of which are, except where dealt with
         individually, referred to hereinafter as the "Trademarks").  Inclusion
         of artwork is contingent upon VCP's right to grant permission for the
         use thereof without payment of any nature to any third party in
         connection therewith.

     (c) Licensee shall not use the Property or the Trademarks in any manner
         not specifically authorized by this Agreement, except with VCP's prior
         written consent.


7.   RESERVATION OF RIGHTS:

     (a) All rights in and to the Property, the Trademarks and the Series not
         expressly granted herein to Licensee are hereby expressly reserved to
         VCP or its designees without restriction.

     (b) Licensee acknowledges that the license granted herein does not include
         any right, title or interest in or to the Property or the Series, nor
         to any copyrights, patents, and/or trademarks therein or associated
         therewith.  Furthermore, this Agreement relates solely to the Series. 
         Licensee is not, by virtue of this Agreement, acquiring any right
         whatsoever in any motion picture or television production or other
         endeavor which is based upon, 

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         derivative of inspired by or otherwise related to the Series,
         including without limitation, remakes, sequels, sound recordings,
         publications, or other endeavors in which the characters,
         characterizations, designs and/or visual representations contained in
         the Series may appear; as between VCP and Licensee, all right, title
         and interest in and to the foregoing is retained by VCP.

     (c) VCP reserves unto itself and/or its designees the right to
         manufacture, distribute, offer for sale, sell, advertise, promote,
         display and otherwise exploit articles similar and/or identical to the
         Licensed Articles (and articles directly or indirectly competitive
         with the Licensed Articles), for use in connection with premium sales
         or give-aways, promotional give-aways, in-theater sales and sales
         outlets immediately adjacent to motion picture theaters, sales at or
         adjacent to theme parks, amusement parks, entertainment centers or
         other amusement attractions, sales through cable delivery systems and
         on line services, mail/telephone order sales, sales through catalogue
         houses, vending machine sales, home television sales (e.g. home
         shopping club), radio sales, computer shopping services, sales by or
         through fan clubs and conventions, sales through home video retail
         outlets, and/or sales in or in connection with facilities owned,
         operated and/or controlled by VCP, its parent, affiliated and/or
         subsidiary companies.  Notwithstanding the foregoing, VCP agrees to
         use all reasonable efforts to cause its parent, affiliates or
         designees to source such items from Licensee, subject to Licensee's
         ability to meet the required specifications and requirements of any
         such project.  Licensee agrees to furnish to VCP, at its best
         wholesale distribution price, any number of Licensed Articles ordered
         by VCP for sale in or in connection with any of the foregoing reserved
         activities.  For purposes hereof, "cable delivery systems" shall mean
         those systems which deliver through home television set top
         converters; "on-line services" shall mean those systems which deliver
         through telephone, cable and/or satellite delivery channels to
         consumers' personal computers.  If the Property licensed hereunder is
         a Series, this Agreement applies to the Series only and not to any
         sequels, motion pictures or any other production based on, derived
         from or inspired by the Series.


8.   MANUFACTURING AND DISTRIBUTION OBLIGATIONS/MARKETING DATE:

     (a) Licensee shall manufacture, distribute and commence the marketing of a
         substantial number of items of the Licensed Articles by the Spring of
         1997 ("Marketing Date").

     (b) If Licensee fails to meet the Marketing Date for any Licensed Article,
         VCP may terminate the rights granted to Licensee with respect to such
         Licensed Article on thirty (30) days prior written notice, provided
         Licensee shall not have commenced distribution of such Licensed
         Article within such thirty day period.  If, subsequent to the
         commencement of marketing and distribution of any Licensed Article,
         Licensee fails to actively continue marketing and distributing any
         units of said Licensed Article in any country or substantial portion
         of the Territory, VCP may terminate the rights granted to Licensee
         with respect to that particular country or portion of the Territory on
         thirty (30) days prior written notice, provided licensee shall not
         have recommenced distribution of such Licensed Article within such
         country or portion of the Territory within such thirty day period. 
         Termination of this Agreement, or any portion thereof, by VCP pursuant
         to this subparagraph 8(b) shall in no way reduce, proportionally or
         otherwise, the Guarantee required to be paid to VCP hereunder.

     (c) Licensee acknowledges that VCP is entering into this Agreement not
         only in consideration of the payments to be made to it hereunder, but
         also in consideration of the promotional value to it and to the Series
         of the widespread distribution, sale, advertising and promotion of
         each of the Licensed Articles.  Accordingly, Licensee shall procure
         the greatest volume of sales of the Licensed Articles consistent with
         high quality and shall make and maintain timely and adequate
         arrangements for their manufacture, distribution, advertising and
         promotion. Additionally, Licensee must commit to a minimum advertising
         expenditure of not less than 

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         $50,000.00 per year.  If Licensee fails to make any such minimum
         annual advertising expenditure, then any deficiencies shall be paid
         directly to VCP.

     (d) Licensee shall distribute and sell the Licensed Articles outright at a
         competitive price, and not on approval, consignment, sale-or-return,
         or any similar basis, and further, only to the mass market, toy
         stores, grocery stores, drug stores, beauty stores, beauty supply
         outlets and department stores.  Licensee shall not sell or distribute
         the Licensed Articles for publicity or promotional tie-in purposes,
         premium give-aways, or any other means of distributing, marketing or
         merchandising reserved to VCP under Paragraph 7.  Subject to
         Paragraphs 6(b) and 7 above, Licensee's rights shall be exclusive in
         the mass market, grocery stores, drug stores, beauty outlets, discount
         chain stores and wholesale club/membership stores and non-exclusive
         for toy stores and department stores.  However, this shall not limit
         Licensee's commitments under Paragraph 3 above.  Moreover, Licensee's
         exclusive rights shall revert to non-exclusive in the event that:

         (i)  Licensee is late on a scheduled Royalty (as defined in Paragraph
              9(b) below) or cash installment payment, and is unable to correct
              the problem within ten (10) business days; or

         (ii) Licensee sells less than:

              $1,000,000.00 in wholesale sales for the period beginning with
              the Market Date through March 31, 1998;

              $2,000,000.00 in wholesale sales for the period April 1, 1998
              through March 31, 1999;

              $2,000,000.00 in wholesale sales for the period April 1, 1999
              through March 31, 2000;

              $2,000,000.00 in wholesale sales for the period April 1, 2000
              through March 31, 2001 (if applicable); or

              $1,000,000.00 in wholesale sales for the period April 1, 2000
              through October 31, 2001 (if applicable).

     (e) Licensee may not enter into any agreement with any third party for the
         manufacturing or distribution of any of the Licensed Articles without
         VCP's prior written consent, not to be unreasonably withheld. 
         Licensee shall manufacture the Licensed Articles in the United States
         and Canada.

     (f) Licensee further agrees and acknowledges that any and all lists of
         names and addresses compiled by Licensee in connection with Licensee's
         marketing of the Licensed Articles hereunder as customers or potential
         customers thereof, including but not limited to any so-called
         registration cards as completed and sent to Licensee by purchasers of
         the Licensed Articles hereunder, shall be deemed for purposes of this
         Agreement, the joint property of VCP and Licensee shall be provided to
         VCP upon its request therefor.  VCP acknowledges that Licensee shall
         be permitted to maintain and update such list (without purging any
         names included therein) at the address set forth above throughout the
         Term of this Agreement.

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9.   PAYMENT:

     Licensee shall pay VCP the following:

     (a) A non-returnable advance ("Advance") of Ninety Thousand Dollars
         *($90,000.00) payable upon the earlier of the execution hereof by
         Licensee or November 4,1996, to be applied against royalties payable
         pursuant to Paragraph 9(b) below.  Notwithstanding the above, if the
         back nine (9) episodes of the Series are not picked-up for broadcast
         for the 1996/1997 season, then Licensee Shall have the option to
         terminate this Agreement within five (5) business days of VCP giving
         Licensee notice that the Series has not been picked-up.  If Licensee
         exercise this option, Forty Thousand Dollars *($40,000.00) of the
         Advance shall be refunded to Licensee (such refund shall not be
         payable earlier than January 1,1997 nor later than January 15, 1997)
         and this Agreement shall terminate as of April 31, 1998.  At such
         time, all rights granted hereunder shall immediately revert to VCP and
         no further Guarantee payments (as defined in Paragraph 9(c) below)
         shall be due.  However, the termination of this Agreement and the
         refund of such Forty Thousand Dollars *($40,000.00) shall in no way
         reduce any Royalties (as defined in Paragraph 9(b) below) which may be
         payable to VCP pursuant to this Agreement.  If Licensee does not
         exercise this option, then this Agreement shall continue according to
         the terms set forth herein.

     (b) A royalty ("Royalty") of Ten Percent (10%) of the greater of
         Licensee's published gross wholesale price, or such amount as Licensee
         may actually receive for each Licensed Article, except that Licensee
         may deduct from its receipts hereunder: (i) returns for defective or
         damaged goods; (ii) actual deductions for customary trade discounts,
         except that the aggregate amount of such deductions shall not exceed
         Twelve Percent (12%) of the total gross wholesale price (during the
         same accounting period, as specified in Paragraph 10 below); (iii)
         actual deductions for returns of sale-or-return goods, except that the
         aggregate amount of such deductions may not exceed Twelve Percent
         (12%) of the total number of units distributed annually; and (iv)
         actual freight charges incurred in shipping the Licensed Articles to
         customers.  Said Royalty shall be paid to VCP on all Licensed Articles
         as if sold by Licensee at its customary price without discount
         Further, where the billed price for any Licensed Article is less than
         Licensee's customary price, or if Licensee sells any Licensed Articles
         to any person, firm or corporation related to or affiliated with
         Licensee for a price which is less than Licensee's customary price,
         then the Royalty payable to VCP on such Licensed Articles shall be
         computed as if sold by Licensee at its customary price without
         discount.  VCP agrees and acknowledges that Licensee shall be
         permitted to distribute a reasonable amount of Licensed Articles to
         its trade customers free of charge for purposes of promoting sales of
         same, such reasonable amount to be determined in keeping with
         Licensee's sound business judgment

     (c) A guarantee of Two Hundred and Twenty Five Thousand Dollars
         *($225,000.00) ("Guarantee") payable, to the extent not then already
         paid to VCP under subparagraphs 9(a) and 9(b), above, by March 31,
         1998 or earlier termination of this Agreement.

     (d) Notwithstanding the above, upon VCP's confirmation to Licensee that
         the Series has been picked-up for the 199711998 season, an additional
         Forty Five Thousand Dollars ($45,000.00) shall be added to the
         Guarantee to be payable not later than March 31, 1999 or the earlier
         termination of this Agreement.  Notwithstanding the above, if VCP
         informs Licensee that the Series has not been picked-up for the
         199711998 season, the Licensee shall have the option, to be exercised
         within ninety (90) days of such notice, to terminate this Agreement If
         Licensee exercises such option, all rights granted hereunder shall
         revert to VCP as of October 31, 1998.  The exercising of such option
         shall in no way decrease the amounts payable pursuant to subparagraphs
         3(g), (if applicable) 9(a) and 9(c) above.

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10.  ACCOUNTING AND AUDIT:

     (a) Licensee shall render accounting statements (in the form of Exhibit
         "A" attached hereto and made a part hereof) to VCP on a quarterly
         (calendar year) basis within 25 days of the end of each quarter,
         whether or not any payment is shown to be due to VCP thereunder, and
         remit payments due VCP along with such statements, addressed as
         follows: Via regular mail to Paramount Merchandising, P.O. Box 100590,
         Pasadena, CA 91189-0590 and via overnight courier to First Chicago
         National Processing Corporation, Arroyo Parkway Plaza, Suite 150, 1111
         South Arroyo Parkway, Pasadena, CA 91105, Attn: Paramount
         Merchandising, Box 100590, with copies to CONTROLLER, FINANCE AND
         ADMINISTRATION, Viacom Consumer Products, 5555 Melrose Avenue, Los
         Angeles, CA 90038.  If the Territory of the Agreement covers more than
         one country, accounting statements shall be separated on a country-by-
         country basis.  All payments shall be made without setoff of any 
         amount or nature whatsoever, whether based upon any claimed debt or 
         liability of VCP to Licensee.  All sums not paid when due shall bear 
         interest at the rate of ten percent (10%) per annum without prejudice 
         to any other rights of VCP in connection therewith.  The receipt and 
         deposit of monies by VCP shall not prevent or limit VCP's right to 
         contest the accuracy and/or correctness of any statement in respect of 
         such monies.

     (b) Licensee shall keep accurate books of account and records covering all
         transactions relating to this Agreement and shall retain all other
         documents and materials in its possession or under its control
         relating to the subject matter hereof, at Licensee's principal place
         of business for not less than two (2) years after the expiration of
         the Term or earlier termination of the Agreement and shall allow VCP
         and its representatives, upon prior written notice, and no more than
         once per calendar year, to audit said books of account and records and
         to make copies thereof at VCP's expense.  If any such audit reveals
         Royalties due to VCP in excess of ten percent (10%) of the Royalties
         paid to VCP for the period covered by such audit, all reasonable
         auditing fees, costs and expenses shall be borne by Licensee, in
         addition to which interest (at the rate provided above in subparagraph
         (a)) shall be added to the amount discovered to be due, to be computed
         from the first day of the first accounting period covered by the
         audit.  If the services of  attorneys are engaged by VCP in collection
         of the monies due to it hereunder, their reasonable fees, expenses and
         costs shall be borne by Licensee or, if paid by VCP, promptly
         reimbursed to It by Licensee.  If any such audit reveals Royalty
         payments due to VCP in excess of twenty percent (20%) of the Royalties
         paid to VCP for the period covered by such audit, then, in addition to
         any and all other rights, legal and/or equitable, of VCP, VCP shall
         have the right, effective immediately upon giving notice to such
         effect to Licensee, to terminate the Term of this Agreement


 11. APPROVALS/ARTWORK:

     (a) The quality of the Licensed Articles as well as the quality of all
         packaging, hang-tags, labels, press releases, advertising,
         promotional, display and any other material prepared in connection
         with the Licensed Articles (collectively, "Packaging and Promotional
         Material") which includes the Property and/or Trademarks shall be of
         the highest standard, no less than the best quality of similar
         articles, packaging, advertising, promotional and display materials
         presently manufactured, distributed, sold and/or used by Licensee in
         the Territory and shall be in full conformity with all applicable laws
         and regulations.

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     (b) VCP SHALL HAVE ABSOLUTE APPROVAL OF THE LICENSED ARTICLES AND ALL
         PACKAGING AND PROMOTIONAL MATERIAL AT ALL STAGES OF THE DEVELOPMENT
         AND APPLICATION THEREOF.  LICENSEE MAY NOT MANUFACTURE, USE, OFFER FOR
         SALE, SELL, ADVERTISE, PROMOTE, SHIP OR DISTRIBUTE ANY LICENSED
         ARTICLES NOR ANY PACKAGING AND PROMOTIONAL MATERIAL UNTIL AND UNLESS
         LICENSEE HAS RECEIVED VCP'S APPROVAL THEREFOR IN THE MANNER PRESCRIBED
         HEREINBELOW AND IN EXHIBIT "B" HERETO.  ANY ACTS BY LICENSEE CONTRARY
         TO THE TERMS OF THIS PARAGRAPH AND/OR EXHIBIT "B" SHALL BE DEEMED A
         MATERIAL BREACH OF THIS AGREEMENT, ENTITLING VCP, IN ADDITION TO ANY
         AND ALL REMEDIES IT MAY HAVE AT LAW AND IN EQUITY, TO TERMINATE THIS
         AGREEMENT.

     (c) Licensee shall, in an timely manner and in sufficient time for review
         and consideration, submit for VCP's discretional approval all
         materials relating to the Licensed Articles, including, without
         limitation, drawings, plans, blueprints, models, computer graphics,
         prototype samples and component parts of the Licensed Articles and all
         Packaging and Promotional Material in connection therewith prior to
         any use thereof by Licensee; the same shall be submitted as required
         by Exhibit "B".  All submissions shall be made prior to any use
         thereof, or public disclosure thereof, by or on behalf of Licensee. 
         ANY SUBMISSION NOT APPROVED IN WRITING BY VCP WITHIN FOURTEEN (14)
         DAYS SHALL BE DEEMED DISAPPROVED (SEE EXHIBIT "B" (APPROVAL
         GUIDELINES) WHICH IS ATTACHED HERETO AND MADE A PART HEREOF).  All
         approvals requested of VCP under this Agreement may be granted or
         withheld by VCP in its sole and absolute discretion.

     (d) VCP shall furnish to Licensee, at Licensee's cost, such artwork as may
         be reasonably necessary for the manufacture, advertising and promotion
         of the Licensed Articles, subject to availability and to VCP's
         absolute right of approval (the "Artwork"); all such Artwork shall be
         and remain the property of VCP, notwithstanding its creation or
         modification (which is also subject to VCP's absolute approval) by
         Licensee, and shall be returned to VCP after its use by Licensee. 
         Licensee shall not use the Artwork in any other manner.

     (e) In order that VCP may be assured that the provisions of this Agreement
         are being observed, Licensee shall allow VCP or its designee to enter
         upon Licensee's premises during regular business hours, upon prior
         notice, for the purpose of inspecting the Licensed Articles, Packaging
         and Promotional Material and the facilities in which they are
         manufactured and packaged.  In the event that the quality standards
         hereinabove referred to are not met, or in the event that said quality
         standards are not maintained throughout the period of manufacture of
         any Licensed Articles hereunder, then, upon written notice from VCP,
         Licensee shall immediately discontinue the manufacture and
         distribution of such Licensed Articles that do not meet VCP's quality
         standards, and/or the Packaging and Promotional Material related
         thereto, unless Licensee shall have remedied such failure of quality
         to VCP's satisfaction within thirty (30) days after Licensee's receipt
         of notice thereof; failure to effect such remedial measures shall
         entitle VCP to terminate this Agreement upon notice to Licensee.

12.  SAMPLES:

     Licensee shall furnish to VCP sixty (60) samples of each Licensed Article,
     i.e. each product type, as opposed to each SKU, at the commencement of
     distribution thereof.  Upon VCP's request, Licensee shall furnish
     additional samples, at cost, such samples not to be resold by VCP.

13.  GOODWILL, PATENTS, TRADEMARKS AND COPYRIGHT:

     (a) Licensee recognizes and acknowledges that:

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         (i)   the title of the Property and/or Series (and, if the Series is a
               sequel to a prior work, or if there are now or are later
               developed sequels to the Series, the titles of such prior work
               and of such sequels) and the logos and/or artwork (including
               artwork developed for advertising and promotional use) embodying
               such title or titles are, as between VCP and Licensee, trademarks
               of VCP on behalf of Paramount Pictures Corporation ("PPC"),
               whether or not registered as such;

         (ii)  the good will associated with the Property and the Trademarks
               inures solely and exclusively to VCP on behalf of PPC; and

         (iii) the Property and the Trademarks have acquired, and will
               continue indefinitely to have and to acquire, a secondary
               meaning in the minds of the public.

     (b) Licensee shall not acquire any rights in the Property and/or
         Trademarks as a result of Licensee's use thereof, and all use by
         Licensee shall inure to VCP's benefit Licensee shall not, directly or
         indirectly, during the Term or thereafter, attack PPC's ownership of
         the Property, the Trademarks or the validity thereof or attack the
         validity of the license granted herein, or apply for any registration
         or file any document or take any action which would affect PPC's
         ownership of the Property or Trademarks or aid or abet anyone else in
         doing so, or use or authorize the use of any trademark, trade name or
         words, symbols or combination thereof or other designation identical
         with or confusingly similar to the Trademarks or to any element of the
         Property, whether or not such element shall have been protected by
         patent, trademark or copyright.

     (c) Ownership of all copyright, patent and trademark rights in the
         Licensed Articles and Packaging and Promotional Material shall be in
         PPC's name.  Licensee shall cause such copyright, patent and trademark
         notices to appear on or within each unit of the Licensed Articles
         and/or the Packaging and Promotional Material as may be designated and
         approved by VCP.  Any and all additions to, and new renderings,
         modifications or embellishments of, the artwork shall, notwithstanding
         their invention, creation and use by Licensee or its agents, be and
         remain the property of PPC, and VCP and PPC may use, and license
         others to use, the same, subject only to the provisions of this
         Agreement.  Licensee shall enter into written agreements with all of
         its employees and independent contractors (i) providing that all
         artwork and designs created by them in the course of Licensee's
         performance under this Agreement shall be the property of PPC either
         as works for hire under U.S. copyright law or otherwise; and (ii)
         obligating them to assign all rights in such artwork and designs to
         PPC.  Licensee shall submit to VCP for VCP's approval copies of all
         such agreements prior to use thereof.  Licensee shall not permit any
         of its employees or independent contractors to obtain or reserve, by
         written or oral agreement or otherwise, any rights as "authors" or
         "inventors" of any such artwork or designs (as such terms are used in
         present or future U.S. copyright and/or patent statutes or judicial
         decisions).  Licensee shall furnish to VCP, at VCP's request, full
         information concerning the invention and creation of such artwork and
         designs, together with the originals of assignments of all rights
         therein obtained from all such third parties to VCP (free and clear of
         any and all claims, encumbrances, interests or rights of any nature of
         such third parties, of licensee, or of any and all third parties).

     (d) Licensee shall cooperate with VCP and/or PPC in the prosecution and
         defense of the Property and/or the Trademarks, the filing and
         prosecution of any patent, trademark or copyright application or other
         applications, the recording of this Agreement or any other agreements,
         and the publication of any notices or the doing of any other act or
         acts with respect to the Property and/or Trademarks, including the
         prevention of the use thereof by any unauthorized person, firm or
         corporation, that in VCP's or PPC's judgment may be necessary or
         desirable under any law, regulation or decree of the Territory.  In
         connection with any of the foregoing, Licensee shall arrange for VCP
         to be promptly 

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         supplied with any such information or materials as VCP may reasonably
         require.  In the event that Licensee learns of any unauthorized use of
         the Property and/or Trademarks in the Territory, Licensee shall
         promptly advise VCP in writing of the nature and extent of same.  VCP
         and/or PPC may, in its sole discretion, take, or elect not to take,
         such action as it deems advisable against any infringing party, in its
         own name and/or Licensee's name, and may prosecute, settle or
         otherwise dispose of such action without consultation with, or
         responsibility to, Licensee.  VCP and/or PPC shall incur no liability
         to Licensee by reason of VCP's and/or PPC's failure or refusal to
         prosecute, or failure or refusal to permit Licensee to prosecute, any
         alleged infringement or imitation by third parties, nor by reason of
         any settlement to which VCP and/or PPC may agree.

     (e) If the Territory covers countries outside of the United States,
         Licensee shall not use the Trademarks or other trademarks or service
         marks included in the Property in any such country without first
         requesting, and receiving, a Notification of Availability from VCP;
         failing which, VCP's indemnification obligation as provided under
         subparagraph 14(d), below, shall not apply to the use of the
         Trademark, trademarks or service marks in such country for such goods
         or services.


14.  WARRANTIES AND INDEMNIFICATION:

     (a) Licensee represents and warrants that it is duly organized under
         applicable law; that it has the unencumbered right and authority to
         enter into and perform its obligations under this Agreement and under
         all collateral agreements to be entered into by it in furtherance of
         the provisions hereof Licensee further represents and warrants that it
         will comply with all applicable governmental laws, rules and
         regulations in connection with its manufacture, distribution, or use
         of the Licensed Articles and its activities pursuant to this
         Agreement.

     (b) VCP represents and warrants that it is duly organized under applicable
         law; that it has the right and authority to enter into and perform
         this Agreement and to grant the rights granted hereunder.  VCP makes
         no representation or warranty as to the amount of receipts Licensee
         will derive hereunder or as to the quality or success of the Series or
         Property or reception it will receive by the public, nor shall VCP be
         obligated to continue the exhibition, distribution or other
         exploitation of the Series or continue the use of any element of the
         Property.

     (c) Licensee shall indemnify, hold harmless, and defend VCP, its parent,
         affiliated and subsidiary companies, and its and their officers,
         directors, agents and employees ("Indemnitees") from and against any
         and all liabilities, claims, causes of action, suits, losses, damages,
         fines, judgments, settlements and expenses (including any and all
         attorneys' fees and court costs) which may be suffered, made or
         incurred by any of such Indemnitees arising out of any breach or
         alleged breach of any of the covenants, warranties, representations
         and agreements made by Licensee herein, including without limitation,
         claims relating to or based upon:

         (i)     unauthorized use of, or infringement of any patent, trademark,
                 design, copyright or other proprietary or privacy right of any
                 third party by Licensee;

         (ii)    libel or slander against, or invasion of the right of privacy,
                 publicity or property of, or violation or misappropriation of
                 any other right of any third party, unless such claim arises
                 from Licensee's use of material provided to it by VCP and is
                 used by Licensee in such manner as is expressly approved by
                 VCP hereunder;



                                          9


<PAGE>

         (iii)   artwork or other material relating to the Property created,
                 modified and/or used by Licensee in connection with the
                 Licensed Articles without VCP's approval; and/or

         (iv)    defects in the Licensed Articles, despite VCP's approval
                 thereof, it being understood and agreed that any governmental
                 order of recall or injunction against distribution and/or sale
                 shall, as between VCP and Licensee, be deemed conclusive proof
                 of such defect for the purpose of invoking the
                 indemnifications set forth herein; and/or

         (v)     agreements or alleged agreements made or entered into by
                 Licensee to effectuate the terms of this Agreement.

         VCP and Licensee shall give the other prompt written notice of the
         institution of any action or the making of any claim alleging a breach
         hereunder.  VCP shall have the right to control all aspects of the
         disposition of such claim, and Licensee shall cooperate with VCP in
         connection therewith.

    (d)  VCP shall indemnify, hold harmless and defend Licensee from and
         against any and all liabilities, claims, causes of action, suits,
         losses, damages, fines, judgments and expenses (including reasonable
         attorneys' fees and court costs) which may be suffered, made or
         incurred by Licensee arising solely out of use by Licensee of the
         Property as authorized in this Agreement.  Licensee shall give VCP
         prompt written notice of the institution of any action or the making
         of any such claims.  VCP shall control all aspects of the disposition
         of such claims and Licensee shall cooperate fully with VCP in
         connection therewith.


15. INSURANCE:

    Licensee shall obtain and maintain throughout the Term, at Licensee's sole
    expense, standard Product Liability Insurance, Advertiser's Liability
    Insurance and Errors and Omission Insurance from a reputable insurance
    company qualified to do business in the State of California, naming VCP,
    its parent company, and their respective subsidiaries and affiliated
    companies, including all directors, officers, employees, agents and
    representatives, as additional insureds.  Coverage under each policy will
    be a minimum of One Million Dollars ($1,000,000) for each instance and
    Three Million Dollars ($3,000,000) in the aggregate.  Each such policy
    shall require that VCP receive at least thirty (30) days written notice of
    the cancellation, amendment or endorsement of each such policy.  Licensee
    shall furnish VCP upon execution of this Agreement by Licensee with
    certificates of insurance and certified policy endorsements evidencing that
    the insurance coverage is in full force and effect.


16. TERMINATION:

    (a)  In the event Licensee fails to perform any of its obligations under
         this Agreement, including without limitation the active marketing and
         distribution of any and/or all of the Licensed Articles; or breaches
         any covenant, representation, warranty or agreement contained herein,
         files a petition in bankruptcy, or is adjudged a bankrupt, or if a
         petition in bankruptcy is filed against Licensee, or if Licensee
         becomes insolvent, or makes an assignment for the benefit of
         creditors, or if Licensee discontinues its business or if a receiver
         is appointed for Licensee or Licensee's business who is not discharged
         within thirty (30) days, VCP may terminate this Agreement on thirty
         (30) days prior written notice, provided Licensee shall not have
         remedied such failure to VCP's satisfaction within such thirty (30)
         day period.  Time is of the essence of this Agreement.

                                          10


<PAGE>

    (b)  In the event of termination of this Agreement by VCP for any of the
         reasons set forth in Subparagraph 16(a) above, no creditor, agent,
         representative, receiver or trustee of Licensee shall have the right
         to dispose of any units of the Licensed Articles without the prior
         written consent of VCP; until payment of all monies due to VCP from
         Licensee, VCP shall have a lien on any units of the Licensed Articles
         not then disposed of by Licensee at any time in respect of sales of
         the Licensed Articles; and on any monies due Licensee from any jobber,
         wholesaler, distributor, licensee, or other third parties, in respect
         of sales of the Licensed Articles; VCP may treat all of the aforesaid
         third parties as VCP's direct licensees with no obligation to the
         Licensee.

    (c)  In the event of termination of this Agreement by VCP due to breach of
         any of the terms or conditions hereof by Licensee, Licensee shall have
         no right to sell, distribute or otherwise dispose of any units of the
         Licensed Articles without VCP's prior written consent, not to be
         unreasonably withheld.

    (d)  Upon the expiration of the Term or earlier termination of this
         Agreement:

         (i)     All rights, licenses and privileges granted to Licensee
                 hereunder shall automatically revert to VCP and licensee shall
                 execute any and all documents evidencing such automatic
                 reversion;

         (ii)    Licensee shall, in VCP's discretion, either deliver to VCP
                 materials which reproduce the Licensed Articles or give to VCP
                 satisfactory proof of the destruction thereof;

         (iii)   All sums due VCP hereunder, whether in the form of unpaid
                 Advance, Royalties and/or Guarantee shall become immediately
                 due and payable in full to VCP without set off of any kind;

         (iv)    Licensee shall, within one (1) month after such expiration or
                 termination, deliver to VCP a complete and accurate statement,
                 certified to be true by an officer of Licensee, indicating the
                 number, description and whereabouts of all units of the
                 Licensed Articles on hand and/or in the process of
                 manufacture, as of both the date of such expiration or
                 termination and the date of such statement;

         (v)     VCP shall have the right, upon forty-eight (48) hours prior
                 written notice, to enter onto Licensee's premises during
                 normal business hours to conduct physical inventories to
                 verify the accuracy of the aforesaid statement;

         (vi)    Provided Licensee is not in breach of this Agreement, Licensee
                 may, upon expiration of the Term of this Agreement, sell off
                 existing inventories of the Licensed Articles, on a
                 non-exclusive basis, for a period of one hundred eighty (180)
                 days, subject to all the other terms and conditions hereof,
                 and provided the same have not been manufactured solely or
                 principally for sale during such period and only after first
                 giving VCP the opportunity to purchase the same at Licensee's
                 cost of manufacture thereof, which purchase may be of some or
                 81 of such units, in VCP's sole discretion.  In the event of
                 early termination of this Agreement due to breach by Licensee,
                 Licensee shall have no right to sell oft existing inventories;

         (vii)   In the event of a default by Licensee of this Agreement, VCP,
                 at its discretion.  may terminate this Agreement and any and
                 all other agreements entered into between VCP and Licensee.

                                          11


<PAGE>

17. INJUNCTION:

    Licensee acknowledges that its failure to perform any of the terms or
    conditions of this Agreement, or its failure to cease the manufacture,
    distribution and sale of the Licensed Articles upon the expiration of the
    Term or earlier termination of the Agreement shall result in immediate and
    irreparable damage to VCP.  Licensee also acknowledges that there may be no
    adequate remedy at law for such failures and that in the event thereof VCP
    shall be entitled to equitable relief in the nature of injunction and to
    all other available relief, at law and/or in equity.


18. CONFIDENTIALITY:

    Other than as may be required by any applicable law, government order or
    regulation, or by order or decree of any court of competent jurisdiction,
    Licensee shall not publicly divulge or announce, or in any manner disclose
    to any third party, any information or matters revealed to Licensee
    pursuant hereto, or any of the specific terms and conditions of this
    Agreement, and Licensee shall do all such things as are reasonably
    necessary to prevent any such information becoming known to any party other
    than the parties involved with the transaction.


19. ASSIGNMENT:

    The rights and obligations of Licensee hereunder may not be assigned,
    delegated, or sublicensed without the prior written consent of VCP, not to
    be unreasonably withheld.  Licensee may not enter into any agreement with
    any third party for the manufacturing or distribution of any of the
    Licensed Articles without VCP's prior written consent not to be
    unreasonably withheld.  VCP may assign all or part of its rights hereunder,
    and/or may delegate its obligations hereunder, in whole or in part, to any
    third party.


20. FORCE MAJEURE:

    The parties shall be released from their respective obligations hereunder
    in the event government regulations or other causes arising out of a state
    of war or other national emergency, or other causes beyond the reasonable
    control of the parties, render performance of such obligations reasonably
    impracticable.  If such event continues for a period of sixty (60) days,
    this Agreement shall be terminable, upon written notice, by either party. 
    Upon such termination, all royalties due on sales theretofore made shall
    become then immediately due and payable, and no Advance, Royalties or
    Guarantee theretofore paid shall be repayable.  In the event neither party
    elects to terminate this Agreement as immediately hereinabove provided, the
    Term of this Agreement shall be extended automatically for a period of time
    equal to the period or such "Force Majeure" event but not to exceed six
    months from the date of first occurrence.


21. FURTHER INSTRUMENTS:

    Licensee shall furnish VCP with (and shall execute, acknowledge and deliver
    and cause to be executed, acknowledged and delivered to VCP) any further
    instruments, in such form and substance as shall be approved or designated
    by VCP, which VCP may reasonably require or deem necessary, from time to
    time, in its discretion, to evidence, establish, protect, enforce, defend
    or secure to VCP any or all of its rights, titles, properties or interests
    or more fully to effectuate or carry out the purposes, provisions or intent
    of this Agreement VCP, at its sole discretion, shall have the right to
    record such instruments at the appropriate Registry or other place of
    registration in some or all of the various Countries comprising the
    Territory, at VCP's expense.  Licensee agrees to cooperate as requested by
    VCP in arranging such recordation, 

                                          12


<PAGE>



    and in cancelling or amending such registration, if so requested by VCP,
    upon the expiration, termination, or amendment of this Agreement, as may be
    appropriate.

22. PARAGRAPH HEADINGS:

    Paragraph headings contained in this Agreement are for convenience only and
    shall not otherwise be given any legal effect.


23. NO PARTNERSHIP: NO THIRD PARTY BENEFICIARIES:

    Nothing herein contained shall constitute a partnership between or joint
    venture by the parties hereto, or constitute either party the agent of the
    other.  Neither party shall hold itself out contrary to the terms of this
    paragraph and neither party shall become liable by any representation, act
    or omission of the other contrary to the provisions hereof.  This Agreement
    is not for the benefit of any third party and shall not be deemed to give
    any right or remedy to any such party, whether referred to herein or not.


24. NO WAIVERS, CUMULATIVE RIGHTS:

    No waiver by either party hereto of any breach of this Agreement shall be
    deemed to be a waiver of any preceding or succeeding breach of the same or
    any other provision hereof.  The exercise of any right granted to either
    party hereunder shall not operate as a waiver.  The normal expiration of
    the Term of this Agreement shall not relieve either party of its respective
    obligations accruing prior thereto, nor impair or prejudice the respective
    rights of either party against the other, which rights by their nature
    survive such expiration.


25. NO VIOLATION OF LAW:


    Nothing herein contained shall be construed so as to require the commission
    of any act contrary to law, and wherever there is any conflict between any
    provision of this Agreement and material statute, law or ordinance contrary
    to which the parties have no legal right to contract, the latter shall
    prevail, but in such event the provision of this Agreement affected shall
    be curtailed and limited only to the extent necessary to bring it within
    the legal requirements.


26. NOTICES:

    Notices hereunder shall be given in writing and sent by registered or
    certified mail, return receipt requested, or by prepaid telegram or
    nationally recognized express carrier, addressed to VCP at the address
    indicated in the Agreement, to the attention of Legal Department, or to
    Licensee at the addresses indicated in Paragraph I above, to the attention
    of such official as Licensee shall designate in writing.  Each party shall
    notify the other in writing promptly after any change of address.  Notices
    shall be effective upon either party's receipt of written notice. 
    Requirements relating to submission for approvals shall be governed by
    Paragraphs 11 and 12 above.


27. GOVERNING LAW:

    This Agreement shall be construed and interpreted pursuant to the laws of
    the State of California applicable to agreements made and to be performed
    entirely therein, and the parties hereto submit and consent to the
    jurisdiction of the courts of the State of California, including Federal 

                                          13


<PAGE>

    Courts located therein, should Federal jurisdiction requirements exist, in
    any action brought to enforce (or otherwise relating to this contract
    Licensee shall designate an agent In California for service of process who
    Is reasonably acceptable to VCP; falling which, Licensee consents to
    service of process in any manner permitted by the laws of the State of
    California.


28. ENTIRE AGREEMENT:

    This Agreement (including any exhibits and schedules which are attached
    hereto and made a part hereof by this reference), when signed by the
    parties, shall constitute the entire understanding of the parties with
    respect to the subject matter, superseding all prior and contemporaneous
    promises, agreements and understandings, whether written or oral,
    pertaining thereto and cannot be modified except by a written instrument
    signed by the parties hereto, nor may it be amended or rescinded, other
    than as provided by its terms, except by a writing duly executed by an
    authorized officer of the party to be charged.  If there is any
    inconsistency between this portion of the Agreement (i.e., inclusive of all
    preceding paragraphs and this paragraph) and the attached exhibits and/or
    schedules, this portion of the Agreement shall prevail.


29. ACCEPTANCE BY VCP:

    This Agreement shall not be binding until accepted by VCP and executed by a
    duly authorized officer of VCP and VCP shall have received any Advances
    payable hereunder.  No additions, amendments or modifications to this
    Agreement shall be effective until accepted in a similar manner.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first witnessed above.

         VIACOM CONSUMER PRODUCTS, INC.


         By  /s/ Elizabeth R. Dambriunas    
           ---------------------------------

         Its Vice President, Legal          
            --------------------------------


         SEL-LEB MARKETING, INC.


         By  /s/ Jan S. Mirsky              
           ---------------------------------

         Its Executive Vice President       
            --------------------------------

                                          14


<PAGE>
 


<TABLE>
<CAPTION>


                                                                 EXHIBIT "A"

                                                        LICENSEE'S ROYALTY STATEMENT
                                                     (To be completed in local currency)

<S>                               <C>                                                    <C>

TO: PARAMOUNT MERCHANDISING       COPY TO:  VIACOM CONSUMER PRODUCTS                                    PARAMOUNT USE ONLY
    P.O. Box 100590                         555 Melrose Avenue - MOB 4th Floor                          Reviewed by 
    Pasadena, CA  91189-0590                Hollywood, CA  90038-3197                                   Period Ending 
                                            Attn:  Controller, Finance - Licensing                      Check No. 


Licensee's Name:_____________________       Contract Number:_________________            Period Being Reported:________________

Contract Date:_______________________       Film/TV Series Name:_____________            Country Being Reported:_______________


Paramount     Licensee's     Licensee's     Names of       Performers'    Unit      Gross     Royalty   Current   Cumulative 
Product       Product        Product        Performers     Likenesses     Sales     Sales     Rate      Royalty   Royalty 
Number        Description    Number         Used           Used                                         Amount    Amount


PARAMOUNT USE ONLY                                                                            Royalties Earned

                                            Unrecouped Advance                                Less: Advance Received
                                                               ---------------------------

                                                                                              Less: Previous Royalty Payments

                                                                                              Balance Currently Due to VCP

                                                                                              Guarantee

                                                                                              Unearned Guarantee  

</TABLE>

<PAGE>


                                     EXHIBIT "B"

                             PRODUCT APPROVAL GUIDELINES

Your agreement with Viacom Consumer Products requires submission of all articles
for review and written approval prior to production.  Please send all materials
to:

         Product Development Supervisor
         Viacom Consumer Products
         Marathon Building, 4th Floor
         5555 Melrose Avenue
         Los Angeles, CA 90038

Approval will be required at each of the following stages of preparation.  This
procedure insures that problems are caught early on, when they can still be
changed, without great expense of time or money;

1.  PACKAGING, COLLATERAL MATERIALS, CATALOGS AND BROCHURES, PRINT ADVERTISING
    (CONSUMER AND TRADE) AND PRINTED PRODUCT

    a.   Rough sketches or layout concept and rough copy.
    b.   Finished comps - final copy and art together (mechanical) including
         legal notices.
    c.   Final art (color).

    Note:     In some instances, such as posters, approval of color proof may
              be required to insure quality of the final product.

2.  THREE-DIMENSIONAL PRODUCTS

    a.   Concept (renderings).
    b.   Prototypes (sculpture).
    c.   Production samples or strike-offs.

3.  AUDIO OR VIDE ADVERTISING, SALES AIDS, ETC.

    a.   Radio script or television script and storyboard.
    b.   Audio or video tapes PRIOR TO USE OR AIRING (rough cut and final cut);
         copyright notice must be on tape.

    Note:
    REVISIONS:     In addition all materials must be re-submitted for approval
    each time a revision is made incorporating changes requested.  Revisions
    copy or manuscripts must be redlined or highlighted.

Please advise us of your time constraints, if any, so we may respond on short
notice, ONLY IF ABSOLUTELY NECESSARY.  Also, please allow time to make necessary
changes.  The approval time provided by agreement is generally fourteen (14)
days.  Every effort will be made to expedite approvals as quickly as possible.

Samples of finished products must be submitted pursuant to the agreement.

    Please remember that all submissions not approved in writing are deemed
    disapproved.


                    ADVERTISING AND PROMOTION APPROVAL GUIDELINES

1.  All advertising and promotional mechanicals or materials must be approved
    in writing.  This encompasses print ads, commercial (radio or television),
    point-of-purchase materials, brochures and package designs.

    Please submit these materials to:


         Product Development Supervisor
         Viacom Consumer Products
         Marathon Building, 4th Floor
         5555 Melrose Ave.
         Los Angeles, CA  90038

2.  Do NOT proceed with any promotional activities prior to approval.  The
    submission of promotion concepts for approval will prevent possible
    infringement of rights granted to other companies and spare you potential
    legal liability for such infringement.