<PAGE>   1 



EXHIBIT 10.11(c)



TRADEMARK LICENSE AGREEMENT

AGREEMENT dated as of this l4~~ day of October 1997, by and among Lucas 
Licensing Ltd.
("Licensor") and Galoob Toys, Inc. and all "Permitted Licensee 
Affiliates" (as defined in the
License Agreement) (collectively, "Licensee").

1.      TRADEMARKS, PRODUCTS AND LICENSED TERRrrORY: Licensor is, as 
between Licensor and Licensee, the owner of the trademarks indicated on 
Schedule A-i attached hereto and made a part hereof ("Licensor 
Trademarks"). Licensor desires that Licensee be permitted to use the 
Licensor Trademarks on those goods indicated on Schedule A-2 attached 
hereto and made a part hereof ("Licensed Products") in the country or 
countries ("Licensed Territory") listed on Schedule A-3 listed on 
Schedule A-2s attached hereto and made a part hereof pursuant to the 
terms and conditions hereof. The parties acknowledge and agree that the 
designations of the Licensed Products and Licensed Territory contained 
in Schedules A-2 and A-3, respectively, are not intended to, and shall 
not, supersede or alter in any manner the designations used with respect 
to these matters in any commercial agreement between the parties related 
to the subject matter hereof including but not limited to the Toy 
License Agreement dated as of October 14, 1997 among the parties hereto 
(the "License Agreement").

2.      LICENSE: Licensor hereby grants to Licensee a license (as 
provided in the License Agreement) to use the Licensor Trademarks on and 
in connection with the Licensed Products and for the sole purpose to 
affix the Licensor Trademarks to or on the Licensed Products and 
packaging, containers, display materials, advertising and promotional 
materials sold, used or distributed in connection with the Licensed 
Products. Licensee hereby agrees to limit its use of the Licensor 
Trademarks in accordance with the foregoing and according to processes, 
specifications and other quality standards established or approved by 
Licensor pursuant to the License Agreement for the Licensed Products 
with respect to which the Licensor Trademarks are used. Without limiting 
the generality of the foregoing, the quality of all such Licensed 
Products shall be at least as high as that of similar goods presently 
sold or distributed by Licensee, and shall be subject to such approval 
procedures established by any commercial agreement between the parties 
related to the subject matter hereof.

3.      TERM: The Term of this Agreement shall be concurrent with the 
"Term" of the License Agreement (as that term is defined therein), including any
 so-called "sell-off period", to which Licensee is entitled, if at all.

4.      UMnED GRANT: All rights in the Licensor Trademarks other than 
those specifically granted herein are reserved to Licensor for its own 
use and benefit. Licensee acknowledges that it shall not acquire any 
rights of whatsoever nature in the Licensor Trademarks as a result of 
Licensee's use thereof, and that all use of the Licensor Trademarks by 
Licensee shall inure to the benefit of Licensor.

5.      DISPLAY OF TRADEMARKS AND PROPRIETARY N~CES: Pursuant to the
terms and conditions of the License Agreement: (a) Licensee agrees that 
the Licensor Trademarks shall be displayed only in such form and manner as
shall be specifically approved by Licensor; (1)) Licensee shall cause to  
appear on all material on or in connection with which the
Licensor Trademarks are used, such legends, markings and notices as 
Licensor may require; (c) Licensee agrees that it shall use no markings, 
legends or notices relating to the Licensor Trademarks on the Licensed 
Products and packaging and advertising therefor other than as approved 
in advance in writing by Licensor; (d) Licensor reserves the right to 
make such changes in the specified notices as Licensor reasonably deems 
necessary or desirable to protect Licensor's interests in the Licensed 
Trademarks, provided however that such changes shall not be required to 
be made on Licensed Products and packaging or advertising therefor which 
have already been manufactured or printed in accordance with Licensor's 
previous instructions or approval. The foregoing shall not limit 
Licensor's ability to reasonably require so-called "running changes" or 
to otherwise to enforce the provisions of this Agreement or any other 
agreement between the parties.

The words "Registered User" andlor the Symbol TM or r shall be used on 
all Licensed Products, packaging and advertising manufactured or printed 
after Licensor notifies Licensee in writing that such words and symbol 
are legally permitted in the specific country or countries in the 
Licensed Territory within which the Licensed Products will be 
distributed.

6.   COMPLIANCE WITH QUALITY STANDARDS: if the quality standards set 
forth herein are not met, or if said quality standards are not 
maintained throughout the period of manufacture of any Licensed Products 
hereunder, then, upon written notice from Licensor, Licensee shall 
immediately discontinue the manufacture and distribution of such 
Licensed Products that do not meet said quality standards. The foregoing 
shall not limit Licensor's rights or remedies for failure to maintain 
such quality standards as provided elsewhere herein or in any other 
agreement between the parties hereto.

7.   PRODUCTION SAMPLES: In accordance with the terms and conditions of 
the License Agreement, Licensee agrees to submit to Licensor and to any 
other recipient(s) which Licensor may from time to time designate in 
writing, on a regular basis, representative samples of the Licensed 
Products and of any or all materials bearing the Trademarks in order 
Licensor may be assured that the provisions of this Agreement are being 
observed. Said samples should be submitted to Licensor at the address 
specified by Licensor.

8.   GOODWILL OF THE TRADEMARK: Licensee recognizes the great value of 
the goodwill associated with the Licensor Trademarks and acknowledges 
that the Licensor Trademarks and all rights therein and goodwill 
pertaining thereto belong exclusively to Licensor.

9.   SIMILAR TRADEMARKS: Licensee shall give Licensor prompt written 
notice of any adverse use in the Licensed Territory of a trademark or 
other designation similar to the Licensor Trademarks of which Licensee 
is or becomes aware. Licensee further agrees that it shall not at any 
time apply for any registration of any copyright, trademark or other 
designation, nor file any document with any governmental authority, nor 
take any other action which would affect the ownership of the Licensor 
Trademarks.

10.   TERMINATION: Upon the expiration or earlier termination of this 
Agreement, all rights to use the Licensor Trademarks or any other 
symbols of goodwill owned by Licensor relative to the Licensed Products, 
together with the appurtenant goodwill thereof shall revert 
automatically to Licensor, and Licensee shall immediately discontinue all 
use of the Licensor Trademarks except as may herein be provided.

11.     ASSIGNMENT UPON TERMINATION: Upon written request by 
Licensor, or in any event upon the termination of this 
Agreement for whatever reason, Licensee shall execute and 
deliver to Licensor a document, in form and substance 
reasonably satisfactory to Licensor, assigning to Licensor 
all of Licensee's right, title and interest, if any, in and 
to the Licensor Trademarks. In the event Licensee fails to 
execute and deliver said document, Licensor shall have the 
right to execute same as Licensee's attorney-in-fact, and 
Licensee does hereby irrevocably appoint (such appointment 
being irrevocable and coupled with an interest) Licensor its 
true and lawful attorney-in-fact only for the purpose of 
executing such document.

12.     RECORDATION OF AGREEMENT, REGISTERED USER: Licensor, at 
its discretion, shall have the right to record this Agreement 
at the appropriate Registry or governmental authority in the 
Licensed Territory at Licensor's expense, and Licensee agrees 
to cooperate as requested by Licensor in arranging such 
recordation, or in varying or canceling such recordation in 
the event of amendments to, or termination of, this 
Agreement. Licensee hereby appoints Licensor as its agent for 
the purpose of lodging, prosecuting and completing registered 
user entries at the appropriate registry in the Territory and 
at Licensor's expense, such appointment being irrevocable and 
coupled with an interest.

13.     GENERAL: The terms and conditions of this Agreement are 
subject to the terms and conditions of the License Agreement 
and in the event of a conflict between the terms or 
conditions herein contained and those of the License 
Agreement, the latter shall prevail. Approvals hereunder 
shall be made subject to the terms of the License Agreement. 
This Agreement does not constitute either party the agent of 
the other or create a partnership or joint venture between 
the parties except as provided herein, and Licensee shall 
have no power to obligate or bind Licensor in any manner 
whatsoever. This Agreement shall be governed by the laws of 
the State of California applicable to agreements made and 
fully performed in California.

Galoob Toys, Inc., on behalf of itself and all Lucas 
Licensing Ltd. ("Licensor")


Permi d Licensee Mfiliates ("Licensee")
        ______________________________________________  A
IN witness WHEREOF, this Agreement is executed as of the day and year first 
above written.





Name:
Title:


Title:  President and 
CEO
Schedule A-i to TRADEMARK LICENSE AGREEMENT LICENSOR TRADEMARKS

The Licensor Trademarks include such original trademarks, tradenames, 
servicemarks and servicenames owned by
Licensor and arising out of and which have become direcfly associated 
with the "Pictures" or the "Spin-Off
Properties" (as such terms are defined in the License Agreement), to the 
extent of Licensor's rights in each
applicable country of the Territory under such country's applicable 
trademark laws, including, but not limited to:

Artoo-Detoo (~-D2)
Ben (Obi-Wan) Kenobi
Chewbacca
Darth Vader
The Emperor
Ewok
Han Solo
Jabba the Hutt
Lando Cairissian
Lord Darth Vader
Luke Skywalker
Princess Leia Organa
Return of the Jedi
Return of the Jedi Logo
See-Threepio (C-3P0)
Star Wars
Star Wars Logo
The Empire Strikes Back
The Empire Strikes Back Logo
The Force
Yoda
Schedule A-2 to TRADEMARK LICENSE AGREEMENT

LICENSED PRODUCTS


The term "Licensed Products" as used in the License 
Agreement, means MICRO TOYS (as hereinafter defined).

The term "MICRO TOYS," as used in the License Agreement, 
means "Intermediate Vehicles," "Micro Vehicles," "Micro Playsets," and 
"Micro Figures" (as such terms are defined hereinbelow) made of 
injection-molded plastic (or materials that are comparable in cost or 
physical characteristics to plastics and/or all other materials that are 
approved in advance by Licensor) with or without electrical or 
electronic parts (excluding radio control).

1.      Intermediate Vehicles: The term "Intermediate 
Vehicles," as used in the Agreement, means pre-assembled, 
decorated toy vehicles, the size of which vehicles is over three 
inches (3") but not more than six inches (6") in maximum 
dimension.

2.      Micro Vehicles: The term "Micro Vehicles," as 
used in the Agreement, means pre-assembled, decorated toy 
vehicles, the size of which vehicles is under three inches (3") in 
maximum dimension.

3.      Micro Figures:  The term "Micro Agreement, means 
articulated or non-articulated, decorated figures is less than two 
inches (2") in height and designed to Vehicles and/or Intermediate 
Vehicles; and

Figures," as used in the figures, the size of which fit and be used with 
Micro

4.   Micro Playsets:  The term "Micro Playsets," as 
used in the Agreement, means decorated toy playsets (and their 
accessories) in a scale and designed to fit and be used with Micro 
Figures and/or Micro Vehicles.
Schedule A-3 to TRADEMARK LICENSE AGREEMENT

LICENSED TERRITORY

The territory of Licensee's rights pursuant to the Trademark 
License Agreement to which this Schedule A-3 is attached (the 
"Territory") consists of the following applicable countries:

        United States              Bulgaria               Uruguay
        Canada                     Romania                Chile
        UK/Eire                    Albania                Peru
        Germany                    Latvia                 Venezuela
        Austria                    Estonia                Colombia
        Switzerland                Lithuania              Ecuador
        France                     Poland                 Caribbean
        Belgium                    Russia                 Guatemala
       Netherlands                (and other former       Costa Rica
        Luxembourg                 Soviet Union           Panama
        Italy                      countries)             Nicaragua
        Spain                      Japan                  El Salvador
        Portugal                   Australia              Honduras
        Sweden                     New Zealand            Beliz
        Denmark                    Hong Kong              Israel
        Iceland                    Taiwan                 Lebanon
        Finland                    Korea                  Saudi Arabia
        Norway                     Singapore              Egypt
        Turkey                     Malaysia               United Arab Ernirates
        Greece                     Indonesia              Djibouti
        Slovenia                   Thailand               South Africa
        Bosnia                     Philippines            Zimbabwe
        Herzegovina (and           Mexico
        other former               Brazil
        Yugoslavia                 Argentina
        countries)                 Paraguay
        Czech Republic
        Slovak Republic