<PAGE>
PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS, MARKED BY [****], HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION.

                                                                      EXHIBIT 10


                          CRAYOLA(R) LICENSE AGREEMENT

         This Agreement, made as of February 6, 2002, with an effective date of
March 1, 2002, in Easton, Pennsylvania by and between Binney & Smith Properties,
Inc. ("Licensor"), and TST IMPRESO, Inc ("Licensee").

         1.       DEFINITIONS.

         (a)      Property. Those particular designs, copyrights, characters and
                  names used in connection therewith and the trademarks set
                  forth on Exhibit A hereto.

         (b)      Licensed Products. Those particular products set forth on
                  Exhibit B hereto and incorporating the Property.

         (c)      Term. The initial term shall begin on the effective date
                  hereof and expire on February 28, 2004. The Sell-Off Period
                  shall be for a period of *************** after expiration of
                  the Agreement subject to Section 13(g) hereof.

         (d)      Territory. ***************.

         (e)      Advance. The Advance set forth below shall be credited against
                  the Royalties payable and the Minimum Guaranty due and payable
                  for the first year of the Term:

                  Upon execution -- $*********

         (f)      Minimum Guaranty. For each year the Licensee will pay (1) the
                  greater of Royalties earned on Licensees Net Sales or (2) the
                  Minimum Guaranty set forth below:

                  Year 1: Ending February 28, 2003                 $***********
                  Year 2: Ending February 28, 2004                 $***********

                  Minimum Guarantee shall be payable as follows:


                                            Advance at Execution   $***********

                  Year 1 =                  June 30, 2002:         $***********
                                            September 30, 2002:    $***********
                                            December 31, 2002:     $***********
                                            March 31, 2003:        $***********



                                       1
<PAGE>
PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS, MARKED BY [****], HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION.


                  Year 2 =                  June 30, 2003:         $***********
                                            September 30, 2003:    $***********
                                            December 31, 2003:     $***********
                                            March 31, 2004:        $***********


         (g)      Royalty.

                  Royalty shall be ****% of Net Sales (as defined in Section 4
                  (b) hereof) of all Licensed Products sold by Licensee.

         (h)      Licensed Product Introduction. Licensee agrees to commence
                  shipping the Licensed Products by ***************.

         2.       GRANT OF RIGHTS.

         (a)      Licensor hereby grants to Licensee the non-exclusive right
                  during the Term to manufacture or have manufactured for it and
                  to promote, advertise, distribute and sell the Licensed
                  Products throughout the Territory provided, however, that
                  Licensor and its affiliates retain the right to manufacture or
                  have manufactured, promote, advertise, distribute and sell the
                  Licensed Product(s). An affiliate shall mean the parent
                  corporation of Licensor and any corporation, which is now or
                  later comes to be under the direct or indirect control of such
                  parent corporation. Licensee shall have the right to
                  manufacture or have manufactured for it Licensed Product(s)
                  outside the Territory subject to Section 6(e) hereof.

         (b)      All proprietary right and goodwill in the Property shall inure
                  to the benefit of Licensor and not Licensee. Licensee shall
                  acquire no property rights in the Property by reason of its
                  use thereof, and if, by operation of law, or otherwise,
                  Licensee is deemed to, or appears to, own any property rights
                  in the Property, Licensee shall, at Licensor's request,
                  execute any and all documents necessary to confirm or
                  otherwise establish Licensor's rights therein.

         (c)      Licensee shall not have the right to manufacture or sell any
                  Licensed Products combining the Property with the name or logo
                  of another company (other than Licensee).

         3.       ARTWORK AND POSITIVES. If from time to time during the term of
                  this Agreement Licensee should request from Licensor artwork
                  and positives in




                                       2
<PAGE>
PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS, MARKED BY [****], HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION.


                  connection with this license, such artwork and positives will
                  be rented by Licensor to Licensee on the terms set forth on
                  Exhibit C attached hereto.

         4.       ROYALTY.

         (a)      In consideration of the rights herein granted by Licensor,
                  Licensee agrees to pay to Licensor the Royalty. Royalties
                  shall be computed on Net Sales with respect to each quarter,
                  or portion thereof, during the term of this Agreement, and
                  shall be paid within *********** after the end of each quarter
                  (on or before July 15, October 15, January 15, April 15) and
                  the date of termination of this Agreement. Royalty payments
                  shall be in U.S. dollars and shall be sent to the address set
                  forth in Section 17 hereof. All statements shall comply with
                  the requirements set forth in Section 10.

         (b)      Net Sales shall mean *************************. For the
                  purposes of this Agreement, free Licensed Products delivered
                  by Licensee to any of its customers and Licensed Products sold
                  by Licensee to any of its customers with whom Licensee shall
                  not have dealt at arms' length shall be treated as if such
                  Licensed Products had been sold by Licensee and shall be
                  included in the calculation of "Net Sales" at Licensee's
                  normal selling price.

         (c)      Interest at eighteen percent (18%) per annum shall be incurred
                  on Royalties from and after the date due which interest shall
                  not be credited against the Guaranty due and payable.

         (d)      Licensee shall deliver to Licensor the non-refundable Advance
                  upon execution of this Agreement. Such Advance shall be
                  credited against the first dollars of Royalties and the
                  Guaranty due and payable by Licensee to Licensor hereunder for
                  such year.

         (e)      Licensee guarantees that it shall pay at least the Minimum
                  Guaranty in Royalties as set forth in Section 1 during each
                  year of this Agreement. If such amount has not been paid on or
                  before the end of the applicable year, Licensee shall, within
                  thirty (30) days thereafter, remit to Licensor the amount of
                  the difference between Royalties paid and the amount of said
                  Minimum Guaranty.

         (f)      All Royalties paid by Licensee shall not be refundable under
                  any circumstances.

         5.       TERM. The Term shall be as set forth in Section 1, unless
                  earlier terminated in accordance with Sections 7 or 13 below.



                                       3
<PAGE>
PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS, MARKED BY [****], HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION.


         6.       QUALITY AND APPROVALS.

         (a)      Licensee warrants that the Licensed Products shall be of good
                  quality and free of defects in design, material and
                  workmanship and shall be suitable for their intended purpose;
                  that no injurious, poisonous, deleterious or toxic substance,
                  material, paint or dye will be used in or on the Licensed
                  Products; that the Licensed Products will not be inherently
                  dangerous to the users thereof; and that the Licensed Products
                  will be manufactured, packaged, marketed, sold and distributed
                  in compliance with all applicable laws and regulations and
                  voluntary industry standards in the Territory. Licensee shall
                  ensure that the printed copy on all Licensed Product packaging
                  complies with all state and federal packaging and labeling
                  requirements for such products. Licensed Products not
                  complying with applicable laws, regulations and voluntary
                  standards shall be deemed unapproved, even if previously
                  approved by Licensor, and shall not be shipped unless and
                  until they have been brought into full compliance therewith.
                  Both before and after Licensee places Licensed Products on the
                  market, Licensee shall follow reasonable and proper procedures
                  for testing that the Licensed Products comply with such laws,
                  regulations and standards.

         (b)      Prior to manufacture and/or marketing and/or sale of any
                  Licensed Products pursuant hereto, Licensee shall submit to
                  Licensor at each stage, the concept, rough art, final artwork,
                  prototypes and fifteen (15) production samples of each of the
                  Licensed Products to be sold, and of the package design
                  therefor, for Licensor's written approval as to artwork,
                  quality, appearance, materials, workmanship and all other
                  construction and aesthetic aspects of the Licensed Products.
                  Licensee shall also submit to Licensor for its written
                  approval copies of all proposed advertising and promotional
                  materials for the Licensed Products. Any such Licensed
                  Products or material as to which approval or disapproval is
                  not given in writing within fifteen (15) days after receipt
                  thereof by Licensor shall be deemed disapproved. During the
                  term hereof Licensee shall, at Licensor's request and from
                  time to time, furnish additional samples of finished Licensed
                  Products to Licensor at cost to insure that the quality of the
                  Licensed Products made pursuant hereto conforms to the samples
                  approved.

         (c)      The rights granted hereunder do not permit the sale of
                  "seconds" or "irregulars." All Licensed Products not meeting
                  the standard of approved samples shall be destroyed. Licensee
                  will adopt a procedure to assure Licensor of such removal.

         (d)      Licensor shall be entitled to revoke any approval previously
                  given, by giving written notice of same to Licensee,
                  explaining the reason for the revocation. Such revocation
                  shall be effective as to any such Licensed Products or other
                  materials not yet manufactured or in the process of
                  manufacture. As to any such Licensed



                                       4
<PAGE>
PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS, MARKED BY [****], HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION.


                  Products or other materials already manufactured or in the
                  process of manufacture, Licensor shall have the right to
                  purchase same at their Replacement Value (as defined below);
                  however, Licensee shall have the right to complete and sell or
                  distribute such Licensed Products or other materials unless
                  (a) Licensor exercises its purchase rights, or (b) such
                  Licensed Products or other materials are not in compliance
                  with the requirements of this Agreement. "Replacement Value"
                  shall mean the out-of-pocket costs, excluding any overhead,
                  incurred by Licensee in the manufacture of the Licensed
                  Products or other materials, minus costs attributable to
                  damaged or otherwise unusable items, and minus depreciation
                  for obsolescence, if any.

         (e)      In the event that Licensee desires to have another person or
                  firm manufacture any of the Licensed Products for promotion,
                  advertising, distribution, and sale by Licensee, Licensee
                  shall first notify Licensor of the name and address of the
                  manufacturer it wishes to use and obtain the execution by such
                  manufacturer of the Manufacturer's Agreement attached hereto
                  as Exhibit D. Licensee shall promptly forward to Licensor a
                  copy of each such executed Manufacturer's Agreement. If any
                  such manufacturer utilizes the Property for any unauthorized
                  use, Licensee shall cooperate fully in bringing such
                  utilization to an immediate halt. Licensor shall be entitled
                  to terminate this Agreement if such a manufacturer violates
                  the terms of the Manufacturer's Agreement.

         7.       SALES EFFORTS. Licensee agrees to provide for Licensor's
                  approval an annual marketing plan by *********** of each year
                  including royalty forecasts and current stock numbers of
                  Licensed Products. On a quarterly basis, Licensee agrees to
                  provide Licensor with a ********** forecast of projected
                  royalties on the form attached hereto as Exhibit F or similar
                  form generated by Licensee. Licensee agrees to manufacture
                  Licensed Products in sufficient quantity to meet the
                  reasonably anticipated demand therefor. Licensee further
                  agrees to promote the sale of Licensed Products and to make
                  reasonable efforts to sell Licensed Products as widely as
                  possible within the Territory. Licensee agrees to have
                  commenced shipping of the Licensed Products by the date set
                  forth in Section 1. If Licensee fails to commence shipping by
                  such date or if Licensee fails to manufacture and sell
                  Licensed Products in sufficient quantities to meet the
                  reasonably anticipated demand for same, and to continually
                  manufacture, sell, and ship same thereafter in the same
                  fashion; then Licensor may terminate Licensee's rights
                  hereunder for the Licensed Product by giving ************
                  written notice of such termination to Licensee. Licensee
                  further agrees to create and develop a web site, which
                  includes ideas, art and templates to support the Products in
                  Exhibit B. Licensee agrees to allow Crayola.com to link
                  directly to this site.



                                       5
<PAGE>
PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS, MARKED BY [****], HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION.


         8.       COPYRIGHT AND TRADEMARK PROTECTION.

         (a)      Licensee agrees to affix to the Licensed Products, packaging
                  therefor, and advertising and promotional materials depicting
                  the Licensed Products, copyright notices in the form
                  designated by Licensor and any other notices in compliance
                  with applicable copyright and trademark laws. The required
                  notices shall appear on hangtags for the Licensed Products
                  when the Licensed Products are not otherwise packaged. The
                  size and positioning of the copyright notice shall be approved
                  in advance by Licensor within fifteen (15) days of submission
                  and if approval or disapproval is not received within such
                  time period, the submission shall be deemed disapproved.

         (b)      Licensee agrees to cooperate with Licensor in obtaining and
                  preserving for Licensor copyright protection for the Property
                  and executing all documents that, in Licensor's judgment, are
                  necessary therefor and to maintain records (including
                  invoices, correspondence and related material) of and, at
                  Licensor's request, to advise Licensor with respect to, the
                  publication dates of all adaptations, derivative works, new
                  works and other works by Licensee utilizing the likenesses of
                  any of the characters, scenes, or other elements contained in
                  the Property. Licensee hereby sells, assigns and transfers to
                  Licensor its entire worldwide right, title and interest in and
                  to all such "new works," including, but not limited to, the
                  copyrights thereon and Licensee agrees that, to the extent
                  allowed by law, every such new work shall be considered a
                  "work made for hire" for Licensor. Licensee additionally
                  agrees when requested to do so by Licensor to register the
                  copyrights, and obtain design registrations where appropriate,
                  for any such new works in Licensor's name and at Licensor's
                  expense in all parts of the Territory, which permit such
                  registration. Licensee warrants that the use of such new works
                  by Licensor or its licensees shall not infringe the rights of
                  any person. During and after the term of this Agreement,
                  Licensee shall refrain from asserting, directly or indirectly,
                  any interest or property right in any copyrights of Licensor
                  which are the subject matter of this Agreement, or any
                  adaptations thereof, and which are not in the public domain.

         (c)      Licensee agrees to cooperate with Licensor in obtaining and
                  preserving for Licensor trademark protection for the names of
                  the Property and any characters contained therein and
                  executing all documents that in Licensor's judgment are
                  necessary therefor and to maintain records of and, at
                  Licensor's request, to advise Licensor with respect to use by
                  Licensee of the name of the Property and the names of
                  individual characters within the Property and to provide
                  Licensor with such additional samples of said names as used on
                  the Licensed Products, dates of first use and dates of first
                  use in interstate commerce, (such as an invoice for shipment),
                  and other materials and information as Licensor deems
                  necessary to



                                       6
<PAGE>
PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS, MARKED BY [****], HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION.


                  enable Licensor to apply for trademark registration for the
                  name of the Property and characters in connection with all
                  Licensed Products. Licensee further agrees to recognize
                  Licensor's trademark rights in the name used in connection
                  with the Property and the names of individual characters
                  within the Property irrespective of whether Licensor or
                  Licensee selects such name or names and to do nothing in
                  derogation or dilution thereof, either during the term of this
                  Agreement or at any time thereafter.

         9.       BOOKS AND RECORDS. Licensee agrees to keep accurate books of
                  account and records concerning all transactions hereunder, and
                  Licensor shall have the right and on reasonable notice during
                  ordinary business hours (at its expense), either itself or
                  through a firm of independent certified public accountants, to
                  examine, and to take excerpts from, such books of account and
                  records. Said books of account and records shall be preserved
                  and maintained by Licensee and kept available for inspection
                  by Licensor for at least two (2) years from the expiration or
                  termination of this Agreement and Licensee agrees to permit
                  inspection thereof by Licensor or its independent certified
                  public accountants during said period. If an audit reveals a
                  shortfall of ************ or more of Net Sales in any quarter,
                  Licensee shall reimburse Licensor for the full out-of-pocket
                  cost of the audit, including cost of auditors for travel and
                  actual working time.

         10.      STATEMENTS. On each date Licensee makes payment of royalties
                  to Licensor pursuant to Section 4 above, Licensee shall
                  dispatch to Licensor two (2) copies of a written statement in
                  reasonably specific detail, concerning the computation of
                  royalties then due and payable to Licensor. Each such
                  statement shall show the stock number, item description,
                  quantity shipped, gross invoice amount billed customers, any
                  deductible discounts, allowances, and returns, and the
                  reportable sales of each Product and shall be in the form
                  attached hereto as Exhibit E or similar form generated by
                  Licensee. Receipt or acceptance by Licensor of any statement
                  furnished pursuant hereto or any sums paid by Licensee
                  hereunder shall not preclude Licensor from questioning the
                  correctness thereof at any time, and if any inconsistencies or
                  mistakes are discovered in such statements or payments, they
                  shall be immediately rectified and prompt adjustments and
                  corresponding payments shall be made to compensate therefor.
                  Royalties due on Licensed Products sold in each country of the
                  Territory shall be reported separately.

         11.      INDEMNIFICATION.

         (a)      Licensee agrees to defend, indemnify and hold Licensor, its
                  parent and affiliated companies harmless from and against any
                  and all claims of third parties (and liabilities, judgments,
                  penalties, losses, costs, damages and expenses resulting
                  directly therefrom, including reasonable attorneys' fees)
                  arising by reason of, or in



                                       7
<PAGE>
PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS, MARKED BY [****], HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION.


                  connection with, any act or omission pursuant to or in breach
                  of this Agreement by Licensee, its agents or employees,
                  including but not limited to, claims arising out of the
                  manufacture, distribution, exploitation, advertising, sale,
                  use or consumption of the Licensed Products, but excepting
                  claims of third parties in respect of the use by Licensee in
                  accordance with this Agreement of the Property licensed
                  hereunder.

         (b)      Licensor agrees to defend, indemnify and hold Licensee, its
                  parent and affiliated companies harmless from and against any
                  and all claims of third parties (and liabilities, judgments,
                  penalties, losses, costs, damages and expenses resulting
                  directly therefrom, including reasonable attorneys' fees)
                  arising by reason of the use by Licensee of the Property
                  pursuant to the terms hereof.

         (c)      Without limiting the foregoing indemnification obligations,
                  Licensee agrees to maintain at its own expense, during the
                  term of this Agreement and for one (1) year thereafter, with
                  an insurer or insurers (rated at least A-/XII by the most
                  current A.M. Best Publication), commercial general liability
                  insurance including products/completed operations, blanket
                  contractual liability, and personal injury and advertising
                  injury liability coverage in amounts no less than Two Million
                  Dollars ($2,000,000) combined single limit for each single
                  occurrence for bodily injury and property damage and a ten
                  million dollar ($10,000,000) umbrella policy, and within
                  thirty (30) days from the date hereof to submit to Licensor a
                  certificate evidencing such insurance, that Licensor has been
                  named as additional insured party on said insurance and that
                  said insurance shall be primary coverage before any other
                  similar insurance available to Licensor. The certificate shall
                  provide for at least thirty (30) days advance written notice
                  to Licensor of any cancellation or change in such coverage.

         (d)      Each party agrees to notify the other promptly in writing of,
                  and to keep the other fully advised with respect to, such
                  claims indemnified hereunder, and the progress of any legal
                  actions relating thereto in which the other party is not a
                  participant. Each party shall have the right to assume the
                  defense of a claim instituted against the other party for
                  which the party assuming the defense is obligated to indemnify
                  the other party. In the event that a party assumes the defense
                  of a claim against the other party, the party assuming the
                  defense shall not enter into any compromise or settlement of
                  the claim without the prior written consent of the other
                  party, which consent shall not be unreasonably withheld or
                  delayed. Each party shall have the right to participate at its
                  own expense in the defense of any claim instituted against it,
                  and, if such party does so participate, it shall not have the
                  right to recover against the other party the costs and
                  expenses of participation in such suit. The foregoing
                  indemnifications shall not be deemed to entitle either



                                       8
<PAGE>
PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS, MARKED BY [****], HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION.


                  party to recover against the other party for consequential
                  damages or lost profits, whether actual, anticipated or
                  estimated.

         12.      THIRD PARTY INFRINGEMENT.

         (a)      Licensee shall promptly notify Licensor of any apparent
                  infringement of any rights granted by Licensor to Licensee
                  hereunder. Licensor shall have the exclusive right to
                  institute legal action (at its own expense) against the
                  infringer or to otherwise terminate such infringement,
                  although Licensor shall not be obligated to do so. Licensee
                  shall have no right to make any demands or claims, bring suit,
                  effect any settlements or take any other action with respect
                  to such an infringement without the prior written consent of
                  Licensor.

         (b)      The parties agree to cooperate with each other with respect to
                  any suits or other action taken under this paragraph and to
                  keep the other party promptly and fully advised with respect
                  thereto.

         13.      BREACH AND TERMINATION.

         (a)      Licensor shall have the right to terminate this Agreement
                  immediately by written notice to the Licensee in the event
                  that

                  (i)      Licensee uses any unapproved artwork or promotional
                           materials or sells or distributes or authorizes the
                           sale or distribution of Licensed Products outside the
                           Territory;

                  (ii)     Licensee fails to make any payment set forth in
                           Section 4 hereof and does not cure same within
                           *********** of notice of default;

                  (iii)    Licensee attempts to assign or sublicense its rights
                           hereunder, except as permitted in Section 18 hereof;

                  (iv)     any governmental agency finds that any of the
                           Licensed Products are contaminated, defective or
                           unsafe in any way or Licensor believes in its
                           reasonable judgment that Licensor may be negatively
                           impacted in publicity relating to the Licensee
                           Product;

                  (v)      Licensee fails to maintain the insurance required by
                           Section 11; or

                  (vi)     Licensee is adjudicated bankrupt, becomes insolvent,
                           makes any assignment for the benefit of its
                           creditors, has its assets placed in the hands of a
                           receiver, files a petition in



                                       9
<PAGE>
PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS, MARKED BY [****], HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION.


                           bankruptcy, has filed against it a petition in
                           bankruptcy which is not discharged within sixty (60)
                           days after its filing, or is dissolved or liquidated
                           (in which case, Licensee, its receivers,
                           representatives, trustees, agents, or successors
                           shall have no right to sell, exploit or in any way
                           deal with the Licensed Products, except in accordance
                           with the written consent and instructions of
                           Licensor);

                  (vii)    Licensee or any third party manufacturer fails to
                           comply with the requirements of Section 15 hereof.

         (b)      If either party hereto is in material breach of any terms and
                  conditions of this Agreement other than as set forth in
                  subsection (a), and such party fails to cure the breach within
                  fifteen (15) days after the date of receipt of written notice
                  from the other party advising of the nature of such breach; or
                  if either party breaches a provision of this Agreement after
                  being notified in writing of a previous breach of the same
                  provision in the same calendar year (whether the first breach
                  was cured or not); then the party not in default shall have
                  the right to terminate this Agreement forthwith by written
                  notice to the party in breach.

         (c)      In the event of a termination by Licensor pursuant to
                  subsection (a) or (b) hereof, all unpaid Advances and Minimum
                  Guaranties shall be immediately due and payable. Licensee
                  shall be responsible for any attorneys' fees and expenses,
                  which Licensor incurs in attempting to collect the same.

         (d)      Except as provided in subsection (g) below, upon the
                  termination or expiration of this Agreement, Licensee agrees
                  to immediately and permanently discontinue the manufacture,
                  sale and distribution of the Licensed Products, and to
                  immediately and permanently discontinue use of the Property,
                  including any adaptations thereof or designs made by others in
                  the same style, which it is granted the right to use by virtue
                  of this Agreement.

         (e)      Termination of this Agreement pursuant to this Section shall
                  be without prejudice to any rights, which either party may
                  have against the other party hereto.

         (f)      Subject to subsection (g) below, Licensee hereby acknowledges
                  that its failure to cease the manufacture, sale or
                  distribution of the Licensed Products upon the termination or
                  expiration of this Agreement will result in damage to Licensor
                  and to the rights of any subsequent licensee for which there
                  is no adequate remedy at law; accordingly, in the event of
                  such failure, Licensor shall be entitled to equitable relief
                  by way of temporary and permanent injunctions and such other
                  relief as any court of competent jurisdiction may deem just
                  and proper.



                                       10
<PAGE>
PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS, MARKED BY [****], HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION.


         (g)      Anything herein to the contrary notwithstanding, provided
                  Licensee is not in breach of this Agreement, in the event of
                  expiration or termination of this Agreement, except for a
                  termination by Licensor pursuant to subparagraphs (a) or (b)
                  hereof, after the date of expiration or termination Licensee
                  shall have the non-exclusive right, for the Sell-Off Period
                  indicated in Section 1, to complete Licensed Products in
                  process, which shall include materials in process already
                  bearing the Property or adaptations thereof as of said date,
                  and to promote, advertise, sell and distribute both Licensed
                  Products in inventory remaining unsold as of, and Licensed
                  Products so completed after, said date of expiration or
                  termination pursuant to the terms of this Agreement including
                  payment of Royalties related thereto. Prior to any Sell-Off
                  Period Licensee shall have furnished to Licensor within thirty
                  (30) days after the date of expiration or termination of this
                  Agreement an inventory, certified to be true and correct, of
                  all Licensed Products on hand or in process. Except as
                  specified above, products shall not be deemed to be in process
                  of manufacture merely because raw materials are available
                  therefor.

         (h)      Upon the expiration or termination of this Agreement for
                  whatever reason, or the expiration of any Sell-Off Period, if
                  applicable, Licensee shall immediately either return to
                  Licensor or destroy its remaining inventory of the Licensed
                  Products as well as any dies, molds, negatives, plates, or
                  other articles or implements from which the Property can be
                  perceived or produced, other than those which have been rented
                  by Licensor to Licensee which must be returned intact to
                  Licensor. In the event of destruction, Licensee shall furnish
                  to Licensor a certificate of such destruction, signed by an
                  appropriate officer of Licensee, and Licensor shall have the
                  right, at its election, to have a representative selected by
                  it observe any such destruction.

         (i)      In order to enable Licensor to maintain continuity of sales of
                  the Licensed Products upon expiration or termination of this
                  Agreement, Licensor shall have the right, notwithstanding
                  anything to the contrary herein, to authorize another person
                  or firm to manufacture, to show, and to solicit and receive
                  orders for, such Licensed Products from a time ***************
                  preceding the expiration of this Agreement, or from the time
                  that notice is given by either party of the termination of
                  this Agreement, whichever is sooner. Such person or firm shall
                  not, however, be authorized to ship to its customers any of
                  the Licensed Products so manufactured and shown until after
                  this Agreement has expired or has been terminated.

         14.      PREMIUMS. Licensee agrees that it will not use or authorize
                  the use of the Licensed Products as premiums. As used herein,
                  the term "premium" shall be defined as combination sales, free
                  or self-liquidating items offered to the public in



                                       11
<PAGE>
PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS, MARKED BY [****], HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION.


                  connection with the sale or promotion of a product or service,
                  or any similar scheme or device, the prime intent of which is
                  to use the Licensed Product in such a way as to sell products,
                  services or business image of the user of such item. Licensor
                  reserves all rights to the utilization of products which
                  feature the Property in connection with any premium, give-away
                  or promotional arrangement, fan club, charitable and/or
                  fund-raising activity, or the like, which reserved right may
                  be exercised by Licensor concurrently with the rights licensed
                  to Licensee hereunder without regard to the extent to which
                  any such rights may be competitive with Licensee or the
                  license granted hereunder.

         15.      ETHICAL MANUFACTURING. Licensee agrees that Licensee and any
                  third party manufacturers shall comply with the following in
                  manufacturing Licensed Products:

         (a)      No child labor will be used in manufacturing, packaging or
                  distribution. The term "child" refers to a person younger than
                  the age for completing compulsory education under local
                  guidelines, but in no case will any child younger than
                  fourteen (14) years of age be employed in the manufacturing,
                  packaging or distribution of products;

         (b)      Employees will be provided with a safe and healthy workplace
                  in compliance with all applicable laws, regulations and
                  industry standards and ensuring at minimum adequate lighting,
                  ventilation, access to potable water and sanitary facility and
                  fire safety;

         (c)      All employment will be strictly voluntary. No prison, forced
                  or indentured labor will be used in the supply of materials or
                  products, and no corporal punishment or other forms of mental
                  or physical coercion will be used as a form of discipline of
                  employees. All employees must have the right of free
                  association and organization;

         (d)      There will be no discrimination in hiring and or other
                  employment practices on grounds of race, religion, disability,
                  age nationality, social or ethnic origin, political
                  affiliation, sexual preference, or gender;

         (e)      All applicable wage and hour laws, including minimum wage,
                  overtime, and maximum hours, and fair employment practices as
                  defined by applicable laws and standards will be utilized. In
                  no instance shall an employee be required to work more than
                  sixty (60) hours per week (including overtime) on a regular
                  basis or be required to work more than six (6) days per week;

         (f)      All applicable environmental laws, regulations and industry
                  standards; and




                                       12
<PAGE>
PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS, MARKED BY [****], HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION.


         (g)      All applicable laws, regulations and standards pertaining to
                  manufacture, pricing, sale, and distribution.

         16.      WITHDRAWAL OF PROPERTY. Licensee agrees that Licensor may
                  withdraw any Property hereunder which would infringe, or which
                  has been claimed to infringe or which could reasonably be
                  claimed to infringe the right of a third party, provided that
                  Licensor purchases the Licensed Product and other materials
                  utilizing such withdrawn Property which cannot be sold or used
                  by Licensee at their Replacement Value as defined in Section
                  6(d) hereof.

         17.      NOTICES. Any notice or other communication required or
                  permitted to be given by either party hereto shall be mailed
                  by certified mail, return receipt requested, addressed as set
                  forth below and by facsimile. Notices or other communications
                  mailed as herein provided shall be deemed to have been given
                  when received or when an attempt to deliver same was made as
                  evidenced by a duly executed return receipt.

         If to Licensor:       Binney & Smith Properties, Inc.

                               ************************

                               ************************

                               ************************
                               Attention:   ***************

                                            ***************
                               Fax:


         If to Licensee:       TST IMPRESO, Inc.
                               652 Southwestern Blvd
                               Coppell, TX 75019
                               Attention: Marshall Sorokwasz, CEO President
                               And Tammy Yahiel, General Counsel
                               Fax: (972) 462-7764

         18.      NON-ASSIGNABILITY. Licensee may not assign or transfer any of
                  its rights or obligations under this Agreement by law, change
                  of control or otherwise without the prior written consent of
                  Licensor.

         19.      AMENDMENTS. This Agreement expresses the entire understanding
                  of the parties hereto and replaces any prior oral or written
                  agreements concerning the subject matter hereof; and Licensee
                  acknowledges that it has not executed this



                                       13
<PAGE>
PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS, MARKED BY [****], HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION.

                  Agreement in reliance upon any promise, agreement,
                  representation or warranty not expressly set forth in this
                  Agreement. No amendment or supplementation hereof shall be
                  effective or binding on either party hereto unless reduced to
                  writing and executed by the duly authorized representatives of
                  both parties hereto.

         20.      FOREIGN TAXES. In the event that the Territory includes
                  countries outside the United States or its territories,
                  Licensee shall withhold the amount of income or other taxes,
                  if any, payable by Licensor and levied by governmental
                  agencies in such countries on payments payable by Licensee to
                  Licensor pursuant to this Agreement, and shall promptly effect
                  payment thereof to the appropriate authority. Licensee shall
                  transmit to Licensor within thirty (30) calendar days after
                  such payment, official tax receipts or other documentary
                  evidence issued by said tax authority sufficient to enable
                  Licensor to support a claim for United States income tax
                  credit, if any, in respect of any such taxes so paid. Licensee
                  agrees to indemnify and hold Licensor harmless from any
                  governmental claim due to Licensee's failure to perform in
                  accordance with this Section.

         21.      APPLICABLE LAW. The validity, construction and performance of
                  this Agreement shall be governed by, and interpreted in
                  accordance with, the laws of the State of Missouri. In any
                  dispute relating to this Agreement, the parties hereto submit
                  themselves to the exclusive jurisdiction of the tribunals of
                  the State of Missouri and the United States Courts within the
                  State of Missouri, expressly waiving any venue to which they
                  may be entitled by their present or future domiciles.

         22.      NO AGENCY. Nothing in this Agreement shall be construed to
                  make either party hereto the agent or representative of the
                  other party and neither party shall so hold itself out nor
                  shall either party be liable or be bound by any act or
                  omission of the other party. This Agreement does not
                  constitute and shall not be construed as constituting a
                  partnership or joint venture between Licensor and Licensee,
                  and nothing herein contained shall give or is intended to give
                  any rights of any kind to any third person against Licensor.

         23.      WAIVER. Failure of either party at any time to require the
                  performance of any provision under this Agreement shall not
                  affect the right of such party to require full performance
                  thereafter and a waiver by either party of a breach of any
                  provision of this Agreement shall not be taken or held to be a
                  waiver of any further or similar breach or as nullifying the
                  effectiveness of such provision.




                                       14
<PAGE>
PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS, MARKED BY [****], HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION.



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


                                          BINNEY & SMITH PROPERTIES, INC.


Date                                      By
     -------------                          ------------------------------------
                                          Print Name: **************************

                                          Title: *******************************


                                          TST IMPRESO, INC.

Date                                      By
     -------------                          ------------------------------------
                                          Print Name: MARSHALL SOROKWASZ

                                          Title: PRESIDENT



                                       15
<PAGE>

PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS, MARKED BY [****], HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION.


                                    EXHIBIT A

                                    PROPERTY


                              Crayola(R) trademark

                           serpentine design trademark

                            chevron design trademark

                Crayola(R) trade-dress and proprietary characters

                             Crayola(R) color names



                                       16
<PAGE>
PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS, MARKED BY [****], HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION.



                                    EXHIBIT B

           Laser and Ink Jet paper, including specialty papers such as
            card stock, post cards, magnets, clings, transparencies,
                t-shirt transfers, and labels including stickers.






                                       17
<PAGE>

PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS, MARKED BY [****], HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION.



                                    EXHIBIT C


1. If artwork and/or positives are requested by Licensee from Licensor in
connection with this license, same shall be rented to the Licensee at a price
agreed upon in writing by both parties. Licensor shall ship the requested
artwork and/or positives to Licensee F.O.B. Easton, Pennsylvania, U.S.A.

2. Licensee hereby recognizes the valuable tangible and intangible property
right which Licensor has in its artwork and positives, and accordingly, Licensee
agrees to maintain control at all times over any and all Licensor's artwork and
positives in its possession. Licensee will submit and accounting from time to
time, as requested in writing from Licensor of Licensor's artwork and positives
in its possession, together with any copies thereof, and shall return them to
Licensor provided they are not then in use, if and when requested to do so or
shall release them to Licensor's authorized representative when requested to do
so in writing by Licensor. Licensee will not make any of Licensor's artwork
and/or positives available to third parties for said third parties' use, except
as a subcontractor or manufacturer for Licensee.




                                       18
<PAGE>
PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS, MARKED BY [****], HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION.



                                    EXHIBIT D

MANUFACTURER'S AGREEMENT

Licensee:

Location of manufacturing facility(s)

Licensed Products:

                  The undersigned understands that Binney & Smith Properties,
         Inc. ("Binney") has licensed the above-named Licensee to manufacture or
         have manufactured for it the above-named Licensed Products utilizing
         certain designs and names proprietary to Binney (such products with
         Binney designs being referred to as ("Licensed Products"). In order to
         induce Binney to consent to the manufacture of the Licensed Products by
         the undersigned, the undersigned agrees that it will not manufacture
         the Licensed Products for anyone but the Licensee or sell the Licensed
         Products to anyone but the Licensee; that it will not manufacture the
         Licensed Products anywhere other than the above-named Location; that it
         will not (unless Binney otherwise consents in writing) manufacture or
         sell any other merchandise utilizing any of the same designs or names,
         or any substantially similar designs; that it will permit such
         representative as Binney may from time to time designate to inspect the
         activities of the undersigned with relation to its manufacture of the
         Licensed Products; and that whenever the Licensee ceases to require the
         undersigned to manufacture the Licensed Products, the undersigned will
         deliver to Binney or its designee any molds, plates, engravings,
         negatives, transparencies, or other devices used to reproduce the said
         designs or will give satisfactory evidence of the destruction thereof.
         The undersigned will cease to manufacture Licensed products for the
         Licensee upon receiving written notice to that effect from the Licensee
         or Binney. Binney shall be entitled to invoke any remedy permitted by
         law for violation of this agreement by the undersigned.

                           The undersigned further agrees that in manufacturing
                  Licensed Products, the undersigned agrees that it shall take
                  reasonable steps, including having in place policies, where
                  appropriate, to comply with the applicable laws of the United
                  States of America relating to the following:

                           1. No child labor will be used in manufacturing,
                  packaging or distribution. The term "child" refers to a person
                  younger than the age for completing compulsory education under
                  local guidelines, but in no case will any child younger than
                  fourteen (14) years of age be employed in the manufacturing,
                  packaging or distribution of products;



                                       19
<PAGE>
PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS, MARKED BY [****], HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION.


                           2. Employees will be provided with a safe and healthy
                  workplace in compliance with all applicable laws, regulations
                  and industry standards and ensuring at minimum adequate
                  lighting, ventilation, access to potable water and sanitary
                  facility and fire safety;

                           3. All employment will be strictly voluntary. No
                  prison, forced or indentured labor will be used in the supply
                  of materials or products, and no corporal punishment or other
                  forms of mental or physical coercion will be used as a form of
                  discipline of employees. All employees must have the right of
                  free association and organization;

                           4. There will be no discrimination in hiring and or
                  other employment practices on grounds of race, religion,
                  disability, age nationality, social or ethnic origin,
                  political affiliation, sexual preference, or gender;

                           5. All applicable wage and hour laws, including
                  minimum wage, overtime, and maximum hours, and fair employment
                  practices as defined by applicable laws and standards will be
                  utilized. In no instance shall an employee be required to work
                  more than sixty (60) hours per week (including overtime) on a
                  regular basis or be required to work more than six (6) days
                  per week;

                           6. All applicable environmental laws, regulations and
                  industry standards; and

                           7. All applicable laws pertaining to manufacture,
                  pricing, sale, and distribution All applicable laws,
                  regulations and standards pertaining to manufacture, pricing,
                  sale, and distribution.

                  The undersigned agrees to cease manufacturing Licensed
         Products for the Licensee upon receiving written instructions to do so
         from the Licensee. Binney shall be entitled to invoke any remedy
         permitted by law for violation of this agreement by the undersigned.

                                                    Name of Manufacturer:

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

                                                    Address:
                                                            --------------------

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

                                                    By:
                                                       -------------------------

                                                    Title:
                                                          ----------------------



                                       20
<PAGE>


PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS, MARKED BY [****], HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION.


                                    EXHIBIT E
                         BINNEY & SMITH PROPERTIES, INC.
                   LICENSED PROPERTY - ROYALTY REPORTING FORM

DATE                                            LICENSED PROPERTY

                             ---------------                      --------------
LICENSEE                                        ROYALTY RATE

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

QUARTER FOR PERIOD ENDING                       COUNTRY
                             ---------------                      --------------

<Table>
<Caption>

                                                          UNIT       TOTAL                                  TOTAL
 PRODUCT STYLE                                 UNITS    WHOLESALE    GROSS                                   NET         ROYALTIES
   OR I.D. #       PRODUCT DESCRIPTION        SHIPPED     PRICE      SALES        RETURNS    DISCOUNTS      SALES         EARNED
 -------------     -------------------        -------   ---------    -----        -------    ---------      -----        ---------
<S>                <C>                        <C>       <C>          <C>          <C>        <C>            <C>          <C>





   TOTALS
</Table>

REMIT TO:                                 TOTAL GROSS SALES
                                                                  --------------
     Binney & Smith Properties, Inc.      LESS RETURNS, DISCOUNTS
                                                                  --------------
     Attn: Treasury Department            TOTAL NET SALES
                                                                  --------------
     ************************             ROYALTY EARNED
                                                                  --------------
     ************************             AMOUNT OF CHECK ENCLOSED
                                                                  --------------
                                          REVISED ADVANCE BALANCE
                                                                  --------------
SEND COPY TO:                             Y-T-D ROYALTIES PAID
                                                                  --------------
     Binney & Smith Properties, Inc.      ANNUAL GUARANTEE
                                                                  --------------
     Attn:  ************************      APPROVED BY
                                                                  --------------
     ****************************

     ****************************



                                       21
<PAGE>




PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS, MARKED BY [****], HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION.


                                    EXHIBIT F



TO: ALL CRAYOLA LICENSEES/LICENSING AGENTS

PLEASE TAKE THE TIME TO FILL IN THE BLANKS FOR YOUR PROJECTIONS. A SEPARATE
SHEET IS REQUIRED FOR EACH COUNTRY YOU ARE REPORTING SALES AND ROYALTY
INFORMATION. THANK YOU IN ADVANCE FOR YOUR RESPONSE. IF YOU HAVE ANY QUESTIONS,
PLEASE CONTACT ME AT *********************.



                        CRAYOLA BRAND (YEAR) PROJECTIONS
               PLEASE FAX TO: LICENSING COORDINATOR AT ***********
               DUE 10 BUSINESS DAYS AFTER THE END OF EACH QUARTER




COMPANY NAME
            --------------------------------------------------------------------
COUNTRY
            --------------------------------------------------------------------

<Table>
<Caption>
                                                                              EXPLANATION OF SIGNIFICANT
                                                                                      CHANGE FROM
                                                                                    PRIOR FORECAST
        TIME PERIOD             SALES REVENUE       ROYALTY REVENUE                 (IF APPLICABLE)
        -----------             -------------       ---------------           ---------------------------

<S>                             <C>                 <C>                       <C>

        / / TO / /
   (PREVIOUS QTR ACTUAL)


        / / TO / /


        / / TO / /


        / / TO / /


           TOTAL
</Table>


COMMENTS

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

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

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

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

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



                                       22