EHXIBIT 10.20

                      MERCHANDISING LICENSING AGREEMENT
                      ---------------------------------

1.    Licensor:               Britney Brands, Inc. ("Licensor")
                              c/o Rudolph & Beer, LLP
                              432 Park Avenue South
                              Second Floor
                              New York, NY 10016
                              Attention: Laurence H. Rudolph, Esq.
                              and Mark Steverson, Esq.
                              Phone:(212) 684-1001; Fax: (212) 684-0920

      Licensee:               Famous Fixins ("Licensee"),
                              a New York corporation
                              250 West 57th Street
                              Suite 2501
                              New York, NY 10107
                              Attention:  Jason Bauer
                              Phone:(212) 245-7773; Fax: (212) 245-7767

      Representative:         Signatures Network, Inc. ("Signatures")
                              Two Bryant Street
                              San Francisco, CA 94105
                              Attention:  Music Licensing Division
                              Phone:(415) 247-7400; Fax: (415) 247-7407

2.    Artist:                 The musical artist "Britney Spears" ("Artist").

3.    Proprietary Subject Matter:   The name(s), symbols, logos, images,
                              autographs and approved likenesses of the
                              Artist ("Proprietary Subject Matter").

4.    Articles:               The following products utilizing, bearing, or
                              otherwise relating to the Proprietary Subject
                              Matter ("Articles") and, for each of the
                              Articles, its preferred wholesale selling price
                              ("PWP"):

                              Plastic CD case, containing generic CD-shaped
                              bubble gum (i.e, the bubble gum shall not embody
                              the Proprietary Subject Matter) (PWP:
                              approximately $1.00).

5.    Territory:              The world ("Territory").

6.    Term:                   The term shall commence on October 30, 1999 and
                              expire on October 29, 2002, unless sooner
                              terminated as provided in Exhibit "A" hereto
                              "(Term").

7.      Exclusivity:          Non-exclusive license.





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8.    Royalty Rate:           9% of Net Sales ("Royalty Rate").

9.    Advance:                US $150,000 ("Advance"), payable as follows:
                              US $50,000 due on Licensee's execution of this
                              Agreement;
                              US $25,000 due on or before November 1, 2000;
                              US $75,000 due on or before July 31, 2002.

10.   Guarantee:              US $150,000 (inclusive of the Advance)
                             ("Guarantee").

11.   Channels of Distribution:  The sale of Articles (i) to jobbers,
wholesalers, and distributors for sale and distribution to retail stores and
merchants; (ii) to retail stores and merchants directly. for sale and
distribution to the public; (iii) to family-oriented, reputable, third party
direct marketing catalogue companies; (iv) via home shopping television
channels; and (v) directly to the ultimate consumer via Licensee's direct-to-
the-consumer programs; provided however, that nothing in this Agreement shall
be construed to authorize Licensee to use the Proprietary Subject Matter in a
manner designed to promote its website ("Channels of Distribution").

12.   Earliest In-Store Date: February 1, 2000 ("Earliest In-Store Date").


13.   Shipping Date:          June 1, 2000 ("Shipping Date").


14.   Copyright and Trademark Notices:

      Copyright:  (c) 199x Britney Brands, Inc.
                  All Rights Reserved.
      Trademark:  Britney Spears TM

15.   Approvals:              Subject to Paragraph 26.3 of the Agreement, all
Articles and any related packaging and advertising must be approved by
Licensor in writing before distribution or sale by Licensee.  Such approvals
or disapprovals are within Licensor's sole discretion, and any submission not
approved in writing is deemed disapproved.

16.   Insurance Amount:       $1,000,000.00 per occurrence per year.

17.   Samples:                24 of each Article.

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18.   Additional Terms:       The attached Exhibit "A" (Standard Terms and
                              Conditions) is incorporated herein by this
                              reference.

By signing below, Licensee affirms that it is in agreement with the foregoing
and that it has read and understands and agrees to be bound by Exhibit "A"
(Standard Terms and Conditions) attached hereto and forming a part hereof.
Licensee further agrees that this Agreement shall also serve as an invoice to
Licensee with respect to the amounts payable as set forth above and Licensee
agrees to pay such amounts to Licensor as and when specified above.  This
Agreement shall not be binding upon Licensor until full executed and
delivered.



ACCEPTED AND AGREED TO:

BRITNEY BRANDS, INC.                  FAMOUS FIXINS

By: /s/ Lawrence Rudolph              By: /s/ Jason Bauer
Print Name: Lawrence Rudolph          Print Name: Jason Bauer
Title: Officer                        Title: President
Date: 11/17/99                        Date: 11/22/99


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                                 EXHIBIT "A"
                                 -----------

                       MERCHANDISING LICENSE AGREEMENT

                        STANDARD TERMS AND CONDITIONS

      These Standard Terms and Conditions shall be deemed fully incorporated
in the Merchandising License Agreement ("Underlying Agreement") to which this
Exhibit "A" is attached, and these Standard Terms and Conditions and the
Underlying Agreement shall hereinafter be collectively referred to as the
"Agreement".  All terms shall, unless expressly provided to the contrary
herein, have the same respective meanings as set forth in the Underlying
Agreement.  Unless expressly provided to the contrary herein, to the extent
that any provision of these Standard Terms and Conditions conflicts with any
provision of the Underlying Agreement, the Underlying Agreement shall control.

19.   FURTHER CONDITIONS ON GRANTS OF RIGHTS.
      ---------------------------------------

      Licensor hereby grants to Licensee, and Licensee hereby accepts, the
right and license to utilize during the Term the Proprietary Subject Matter
solely on or in connection with the manufacture and sale of Articles in the
Territory, subject to the terms and conditions hereunder.  Licensee shall be
entitled to sell Articles solely in the Channels of Distribution set forth in
Paragraph 11 of the Underlying Agreement.  No such sales shall be on an
approval, consignment, guaranteed sale or return basis.  Licensee agrees that
it will not make or authorize any use, direct or indirect, of the Articles
outside the Territory and that it will not intentionally sell Articles to
persons who intend or are likely to resell them outside the Territory.

20.   CONSIDERATION.
      --------------

     20.1  Licensee shall pay Licensor a nonrefundable Advance against
Royalties in the amount(s) and at the time(s) specified in Paragraph 9.
Licensee shall be entitled to apply the Advance against Royalties due Licensor
hereunder during the Term.

    20.2.  Licensee shall pay Licensor the Royalty Rate specified in Paragraph
8. Royalties shall be paid on all units of Articles (i) sold by Licensee or
(ii) distributed by Licensee on a "no charge" basis for promotional,
marketing, or goodwill purposes.  For purposes of this Agreement, "Net Sales"
shall mean Licensee's gross sales (the gross invoice amount billed customers)
of Articles sold or otherwise distributed during the Term pursuant to this
Agreement, less deductions for trade and quantity discounts actually taken
(provided, however, that such trade and quantity discounts shall not exceed
ten percent (10%) of gross sales), returns for damaged goods actually credited
(and supported by credit memoranda actually issued to the customers), and
sales taxes (if applicable).  It is understood that credit against sales will
be allowed only for actual returns of damaged goods, and that no credit
against sales will be allowed on the basis of an accrual or reserve system.
No other deductions shall be taken from Net Sales including, without
limitation, deductions for cash or other discounts or uncollectible accounts.
No costs incurred in the manufacture, sale, distribution, or promotion of
Articles shall be deducted from any Royalties payable to Licensor.  Licensee
shall pay, and hold Licensor forever harmless from, all taxes, customs,
duties, levies, impost or any other charges now or hereafter imposed or based
upon the manufacture, delivery, license, sale, possession or use hereunder to
or by Licensee of the Articles (including, but not limited to sales, use,
inventory, income and value added taxes on sales of Articles), which charges
shall not be deducted from Licensor's Royalties, the Advance, or the
Guarantee.  In addition, Royalties shall be paid by the Licensee based on
Licensee's usual sales price where (a) Articles are distributed by Licensee on
a "no charge" basis for promotional marketing or goodwill purposes, (b) the
billed price for the Articles is less than the usual sales price and the
Licensee receives other compensation attributable to the distribution of the
Articles separate from the price which appears on the respective invoice, or
(c) the Articles are sold by Licensee to an affiliate.

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      20.3  Unless otherwise expressly provided herein, Licensee shall not,
without the express prior written consent of Licensor, permit the distribution
or other marketing of any Articles on an F.O.B. or L.C. basis (as those terms
are commonly understood in the international merchandising business).  All
Articles distributed or marketed (and subject to Licensor's prior written
approval) on an F.O.B. or L.C. basis will be subject to Royalties based on the
greater of (a) a royalty rate computed on the same basis as if such Articles
had been shipped directly to Licensee, or (b) a royalty rate equal to one-half
of the Royalty Rate specified in Paragraph 8, but based on the suggested
retail sales price of Articles sold by Licensee's customers.

      20.4  All royalties due Licensor as set forth in Paragraphs 20.2 and
20.3 shall be collectively referred to as "Royalties".  Royalties hereunder
shall accrue when the Articles are sold, shipped, distributed, billed and/or
paid for, whichever occurs first.

      20.5  If withholding taxes based on Licensor's direct net income taxes
are required, Licensee may deduct the required amount from Royalties prior to
remitting same to Licensor, provided Licensee provides Licensor with a copy of
such withholding tax payment prior to such deduction and provides Licensor
with the appropriate tax credit forms within sixty (60) days of payment of
such withholding tax and affords all necessary cooperation and support to
Licensor in order to get reimbursed and/or credited.  In the event Licensee
does not provide the appropriate tax credit form within sixty (60) days of
payment of withholding taxes, Licensee shall be liable to and shall reimburse
Licensor for the amounts deducted from Royalties for withholding taxes in the
immediately following Royalty Report.

      20.6  Licensee shall pay Licensor a minimum Royalties Guarantee for the
Term, inclusive of the Advance, in the amount specified in Paragraph 10,
payable at the expiration or earlier termination of the Term.

21.   ACCOUNTING; AUDITING.
      --------------------

      21.1  On the form attached hereto or on such other form as Licensor may
from time to time provide to Licensee, Licensee shall (i) render royalty
reports ("Royalty Reports") to Licensor on a quarterly basis within thirty
(30) days after the close of each calendar quarter during the Term hereof,
whether or not any payment is shown to be due to Licensor thereunder, and (ii)
remit payments due Licensor, if any, along with such Royalty Reports.  If the
Territory covers more than one country, Royalty Reports shall be prepared on a
country-by-country basis.  Royalties may be computed in the currency of the
country where earned and paid to the Licensor in U.S. Dollars at the exchange
rate received by Licensee at the time of conversion.  Licensee shall be solely
responsible for all costs of any currency conversion to U.S. Dollars, and such
costs shall not reduce the amounts due to Licensor hereunder.  Acceptance of
Royalties by Licensor shall not preclude Licensor from questioning the
correctness of same at any time.  All Royalties shall be made without set-off
of any amount whatsoever, whether based upon any claimed debt or liability of
Licensor to Licensee.  All Royalties and Royalty Reports shall be sent to:
Signatures Network, Inc., P.O. Box 191627, San Francisco, CA 94119, Attn.:
Accounting-Britney Spears.


      21.2  Licensee shall keep and maintain accurate books of account and
records covering all transactions relating to this Agreement.  Licensor or its
designee shall be entitled to (i) audit and inspect such books and records at
any time or times during or after the Term of the Agreement during reasonable
business hours and upon five (5) days prior written notice to Licensee, and
(ii) make copies and summaries of such books and records.  All such books of
account and records shall be retained by Licensee for a minimum of three (3)
years after expiration or termination of this Agreement.  If Licensor's duly
authorized representative discovers a deficiency in the Royalties paid to
Licensor for any period under audit (an "Audit Deficiency"), Licensee shall
promptly pay such Audit Deficiency to Licensor and, if such Audit Deficiency
is three percent (3%) or more of the Royalties paid to

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Licensor for such audit period, Licensee shall also reimburse Licensor for all
costs and expenses incurred by Licensor in connection with such audit.  In
calculating costs for an internal auditor to perform such audit, Licensor
shall bill its personnel costs incurred in performing such audit on an hourly
basis at the hourly salaried rate of the personnel performing such services
multiplied by a factor of 1.75. If such Audit Deficiency is twenty percent
(20%) or more of the Royalties paid to Licensor for such audit period, then in
addition to the above, Licensor may, at its sole option, immediately terminate
the Agreement upon notice to Licensee, even if Licensee tenders the Audit
Deficiency and associated costs and expenses to Licensor.

      21.3  Without prejudice to any other rights of Licensor hereunder, time
is of the essence regarding all payments due hereunder and Licensee shall pay
interest on any Audit Deficiency, as well as on all delinquent Royalty
payments hereunder, at two percent plus the "prime rate" established by the
Bank of America in San Francisco, compounded annually at the rate from time to
time in effect and calculated from the date on which such payment was due.

22.   EXCLUSIVITY.
      -----------

      22.1  If, and only if, the Underlying Agreement specifies that
Licensee's license hereunder is exclusive, Licensor shall not, except as
otherwise provided herein, grant any other licenses effective during the Term
for the use of the Proprietary Subject Matter in connection with the
manufacture, distribution and sale in the Channels of Distribution in the
Territory of the Articles as expressly described in the Underlying Agreement.
Notwithstanding the foregoing, nothing in this Agreement shall be construed to
prevent Licensor from granting any licenses for the use of the Proprietary
Subject Matter other than as provided herein, or from utilizing the
Proprietary Subject Matter in any manner whatsoever other than as provided
herein.  If the Underlying Agreement specifies that Licensee's license
hereunder is exclusive, and in the event that Licensee is unable to timely
provide Signatures with such quantities of Articles as it from time to time
requests pursuant to Paragraph 28.6, then Signatures shall have the right to
manufacture, advertise, and sell Articles so long as such Articles are sold
only in retail establishments owned or controlled by Signatures.

     22.2  If the Underlying Agreement specifies that Licensee's license
hereunder is non-exclusive, then Licensor shall be free to utilize, or to
grant any license to third parties to utilize, the Proprietary Subject Matter
in any manner for any purposes whatsoever.

23.   COPYRIGHT, TRADEMARKS, ETC.
      --------------------------

      23.1  Licensee's use of the Proprietary Subject Matter shall inure
exclusively to the benefit of Licensor, and Licensee shall not acquire any
rights therein.  Licensee recognizes the value of the goodwill associated with
the Proprietary Subject Matter, and that the Proprietary Subject Matter has
acquired secondary meaning in the mind of the public.  Licensee agrees, during
the Term and thereafter, never to contest the rights of Licensor in such
Proprietary Subject Matter or the validity of the license herein granted to
it.  Licensee shall not at any time apply for any registration of any
copyright, trademark, patent, or any other intellectual property right,
whether recognized currently or in the future, or other designation which
would affect the ownership or rights of Licensor in and to the Proprietary
Subject Matter nor file any document with any governmental authority or
otherwise to take any action which would adversely affect any of such
ownership or rights in and to the Proprietary Subject Matter, or assist anyone
else in doing so.

      23.2  Ownership of all intellectual property rights, whether recognized
currently or in the future, including, without limitation, copyright, patent
and trademark rights, in the Articles and in all artwork, packaging, copy,
literary text, advertising material and promotion material of any sort
utilizing the Proprietary Subject Matter, including all such material
developed by Licensee, shall vest in Licensor and title thereof shall be in
the name of Licensor, or its respective designees.  All such items and all
Articles shall bear the copyright and trademark

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notices specified in Paragraph 14 and any other legal notices which Licensor
may from time to time prescribe.  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 Licensor, and Licensor 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 Licensor either as works for hire under United States copyright
law or otherwise, and (ii) obligating them to assign all rights in such
artwork and designs to Licensor.  Upon the request of Licensor, Licensee shall
submit to Licensor for Licensor'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 United States copyright and/or patent
statutes or judicial decisions).  Licensee shall furnish to Licensor at
Licensor'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 Licensor.

      23.3  Licensee shall assist Licensor, at Licensor's request and expense,
in the procurement and maintenance of Licensor's rights in the Proprietary
Subject Matter (including all intellectual property rights, whether recognized
currently or in the future).  In connection therewith, Licensee shall, without
limitation, execute and deliver to Licensor in such form as it may reasonably
request, all instruments necessary to (i) effectuate copyright and trademark
protection, (ii) record Licensee as a registered user of any trademarks
pursuant to this Agreement, or (iii) cancel any such registration.  Such
registration shall be handled by attorneys selected or approved by Licensor.
Licensor makes no warranty or representation that trademark or copyright
protection shall be secured in the Proprietary Subject Matter.

      23.4  Licensor and Licensee shall cooperate to ensure that third parties
may not unlawfully infringe on the Proprietary Subject Matter or engage in any
acts of unfair competition involving the Proprietary Subject Matter.  Licensee
shall promptly notify the Licensor of any such infringements or acts of unfair
competition by third parties that comes to its attention.  Licensor shall have
the exclusive right, exercisable at its discretion, to institute in its own
name and/or Licensee's name and to control, all actions against third parties
relating to Licensor's copyrights, trademarks, and other proprietary rights in
and to the Proprietary Subject Matter, at Licensor's expense.  With respect to
any such actions, Licensor shall employ counsel of its own choice to direct
the handling of the litigation and any settlement thereof.  Licensor shall be
entitled to receive and retain all amounts awarded, if any, as damages,
profits or otherwise in connection with such suits.  Licensee shall not,
without Licensor's prior written consent, institute any suit or take any
action on account of such infringements, acts of unfair competition or
unauthorized uses.  If, with Licensor's consent, Licensee institutes, at its
sole cost and expense, such a suit or action, Licensee shall be entitled to
recover all reasonable costs and expenses incurred in such suit or action from
any financial recovery awarded or obtained and the remainder shall be treated
as Net Sales hereunder.  Licensor shall incur no liability to Licensee by
reason of Licensor's failure or refusal to prosecute, or by Licensor's refusal
to permit Licensee to prosecute, any alleged infringement by third parties,
nor by reason of any settlement to which Licensor may agree.

      23.5  Licensor can withdraw any or all elements of the Proprietary
Subject Matter, or any component part thereof, from the terms of this
Agreement if Licensor determines that the exploitation therefor would or might
violate or infringe the copyright, trademark or other proprietary rights of
third parties, or subject Licensor to any liability or violate any law, court
order, government regulation or other ruling of

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any governmental agency, or if, on account of the expiration or sooner
termination of an agreement between Licensor and a third party from whom
Licensor has obtained certain underlying rights relating to the exploitation
of the Proprietary Subject Matter hereunder or otherwise, Licensor shall no
longer have the right to act in the capacity herein contemplated on behalf of
any third party or parties, or if Licensor determines that it cannot
adequately protect its rights in the Proprietary Subject Matter under the
copyright, trademark or other laws of the Territory.  Such a withdrawal shall
not be deemed a breach of this Agreement.  Within five (5) business days of
such withdrawal, Licensee shall, at Licensor's sole discretion, (a) destroy or
(b) deliver to Licensor at Licensor's expense, any Articles which are in
Licensee's inventory.  Licensor shall indemnify Licensee for the direct
production cost of such destroyed or returned Articles; provided, however,
that Licensee furnishes Licensor with (i) a detailed inventory of such
Articles, (ii) source documentation supporting such direct production costs,
and (iii) an affidavit of destruction, if applicable, in a form acceptable to
Licensor, evidencing the same.

      23.6  Licensee shall not use Licensor's name, or the Proprietary Subject
Matter, other than as permitted hereunder and, in particular, shall not
incorporate Licensor's name, or the Proprietary Subject Matter, in the
Licensee's corporate or business name in any manner whatsoever.  Licensee
agrees that in using the Proprietary Subject Matter it will in no way
represent that it has any rights, title and/or interest in or to the
Proprietary Subject Matter other than those expressly granted under the terms
of this Agreement.  Licensee further agrees that it will not use or authorize
the use, either during or after the Term, of any configuration, trademark,
trade name, or other designation confusingly or substantially similar to the
Proprietary Subject Matter, or any element thereof.

24.   INDEMNIFICATION.
      ---------------

      24.1  Licensor shall indemnify, hold harmless and defend Licensee, and
its parents, subsidiaries, affiliates, officers, directors and employees,
against any claims, liabilities, demands, causes of action, judgments,
settlements and expenses (including, but not limited to, reasonable attorneys'
fees and court costs) arising solely out of Licensee's use of the Proprietary
Subject Matter as authorized hereunder; provided, however, that Licensee shall
notify Licensor in writing within ten (10) days after Licensee receives
notification of any claim or suit relating to the Proprietary Subject Matter.
Licensor shall undertake and control the defense and settlement of any such
claim or suit and Licensee shall cooperate fully with Licensor in connection
herewith.  In no event shall Licensor be liable for any consequential damages
or loss of profits which Licensee may suffer arising out of same.  The
foregoing indemnity shall not be construed to cover any claim with respect to
which Licensee has committed to indemnify Licensor under Paragraph 24.2 below.

      24.2  During and after the Term hereof, Licensee shall indemnify and
hold harmless, Licensor and Signatures, and their respective parents,
subsidiaries, affiliates, officers, directors, representatives, employees and
agents, and all persons whose names and/or likenesses are licensed hereunder
(each, an "Indemnitee" and collectively "Indemnitees") from and against any
and all claims, liabilities, demands, causes of action, judgments, settlements
and expenses (including, but not limited to, reasonable attorneys' fees and
court costs) ("Claim") arising out of or in connection with (i) the design,
manufacture, packaging, distribution, shipment, advertising, promotion, sale,
or exploitation of the Articles, (ii) any breach of any representation,
warranty, or covenant made by Licensee hereunder, or (iii) the failure of
Licensee to perform any of its covenants or obligations contained in this
Agreement.  Without limiting the generality of the foregoing, Licensee's
indemnity shall specifically apply to claims relating to or based upon defects
in the Articles, whether hidden or obvious, and despite Licensor's approval of
the Articles, it being agreed that any governmental order of recall or
injunction against distribution and/or sale shall, as between Licensee and
Licensor, be deemed

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conclusive proof of such defect for purposes of invoking Licensee's indemnity
hereunder.  The foregoing indemnity shall not be construed to cover any claim
with respect to which Licensor has committed to indemnify Licensee under
Paragraph 24.1 above.  If any Claim is initiated against any Indemnitee with
respect to which such Indemnitee may make a claim against Licensee pursuant to
this Paragraph 24.2, then the Indemnitee shall give prompt written notice of
such Claim to the Licensee; provided, however, that the failure to so notify
the Licensee shall not relieve the Licensee from any liability under this
Paragraph 24.2 unless, and only to the extent that, such failure results in
prejudice to or forfeiture of, substantive rights or defenses of the Licensee.
Licensee, at Licensee's own expense, shall have the option to assume the
defense of such Claim.  If Licensee assumes the defense of such Claim, (i)
Licensee shall keep the Indemnitee informed of all material developments and
events relating to such Claim, (ii) the Indemnitee shall have the right to
participate, at its own expense, in the defense of such Claim (but such
participation shall not be deemed to give the Indemitee the right to control
such defense), (iii) the Indemnitee shall cooperate as reasonably requested by
Licensee in the defense of such Claim, and (iv) Licensee shall not settle such
Claim without the prior written consent of the Indemnitee, which consent shall
not be unreasonably withheld.  If Licensee fails to assume the defense of such
Claim, or fails to diligently defend such Claim, Indemnitee may assume the
defense of such Claim and Licensee shall reimburse Indemnitee for all
reasonable expenses (including reasonable attorneys' fees which may include,
without limitation, an allocation for in-house counsel) as such expenses are
incurred, relating to the defense of such Claim.

25.   INSURANCE.
      ---------

      Licensee shall at all times while this Agreement is in effect and for
three (3) years thereafter, obtain and maintain at its own expense, from a
qualified insurance carrier with a Best rating of at least "B", insurance,
including, without limitation, products, personal injury, advertising, and
contractual liability coverage, which includes as additional insureds Licensor
and Signatures, and their respective parents, subsidiaries, affiliates,
officers, directors, employees, representatives and agents.  The amount of
coverage shall be not less than the amount specified in Paragraph 16 combined
single limit (with no deductible amount) for each single occurrence.  The
policy shall provide for thirty (30) days written notice to Licensor and
Signatures from the insurer by registered or certified mail, return receipt
requested, in the event of any modification, cancellation or termination.
Upon execution of this Agreement, Licensee shall furnish Licensor with a
certificate of insurance issued by the carrier evidencing the same.  In no
event shall Licensee manufacture, advertise, distribute or sell any Articles
prior to Licensor's receipt of such certificate of insurance.

26.   ARTWORK; APPROVALS; SAMPLES; OUALITY CONTROL.
      --------------------------------------------

      26.1  Licensee undertakes that the Articles as well as all packaging,
hang tags, labels, press releases, advertising, promotion display or other
materials of any and all types prepared in connection with the Articles
(collectively the "Collateral Materials") shall be of the highest standard and
quality and shall ensure that all Articles and the manufacture, distribution,
sale, promotion and advertisement thereof comply with all federal, state and
local laws and regulations.

      26.2  At Licensee's request, Licensor shall supply Licensee with
"thumbnails" embodying the Proprietary Subject Matter for Licensee's
preliminary use in developing the Articles.  All other artwork requested by
Licensee for the development and production of the Articles or the Collateral
Materials (including but not limited to photographs, transparencies, designs,
and materials) shall be subject to availability, and shall be provided at
Licensor's standard licensee price therefor. (All of the artwork supplied to
Licensee by Licensor shall be collectively referred to herein as "Artwork")

      26.3  Licensee shall submit to Licensor

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and Licensor shall have absolute approval over all artwork (whether Artwork or
artwork created by Licensee and/or its designees), all Articles and all
Collateral Materials at all stages of development and production.  Licensee
may not manufacture, use, offer for sale, sell, advertise, ship or distribute
any Articles or Collateral Materials without Licensor's prior written
approval.  Licensee shall, at its own cost, submit to Licensor for approval,
one (1) prototype of each Article ("Prototype") and each Collateral Material
and/or one (1) drawing, storyboard or rough cut of each Article (collectively
"Preliminary Artwork"), as applicable.  All such Prototypes and/or Preliminary
Artwork shall be sent to: Signatures Network, Inc., Two Bryant Street, San
Francisco, CA, 94105 Attn.: Gladys Ng Blumin.  Licensee shall submit
Prototypes and Preliminary Artwork, as applicable, for approval as provided
herein not later than sixty (60) days after receipt of Artwork from Licensor.
Any submission of a Prototype and/or Preliminary Artwork which is not approved
in writing by Licensor shall be deemed disapproved.  Any changes required by
Licensor to any such Prototypes and/or Preliminary Artwork which have been
disapproved by Licensor, shall be made by Licensee.  Thereafter, Licensee
shall submit final samples of all Articles and Collateral Materials to
Licensor for final approval.  With respect to all such samples which have
received Licensor's final approval, Licensee shall not depart therefrom in any
material respect, without Licensor's prior written approval.  All Articles and
Collateral Materials not approved by Licensor shall be destroyed or shall have
the Proprietary Subject Matter removed.  Such destruction shall be attested to
in a certificate signed by one of Licensee's officers.

      26.4  Licensee shall furnish to Licensor, without charge, a minimum
number of samples of each finished Article from the first production run,
together with its Collateral Materials, as is specified in Paragraph 17.
Licensee shall not sell, ship, or distribute any Articles until all such
samples have been furnished to Licensor.  Licensor may, periodically, but not
more often than twice per calendar year, during the Term, require that
Licensee submit to Licensor, without charge, up to six (6) additional samples
of Articles, together with Collateral Materials, for subsequent review of the
quality and copyright, trademark, and other legal notices on same and for any
other purpose the Licensor deems appropriate.  No Royalties shall be due or
payable on all finished samples furnished to Licensor.

      26.5  Licensee shall allow Licensor or its representative to enter
Licensee's premises and all manufacturing facilities during regular business
hours, upon three (3) business days notice, for the purpose of inspecting the
Articles, the Collateral Materials, and the facilities in which they are
manufactured and packaged.  In the event that the quality standards
hereinabove referred to are not met, Licensee shall, upon written notice from
Licensor, discontinue the manufacture and distribution of such Articles and/or
the Collateral Materials related thereto, unless Licensee shall have remedied
such failure of quality to Licensor's satisfaction within ten (10) days after
Licensee's receipt of notice thereof; failure to effect such remedial measures
shall entitle Licensor to terminate this Agreement upon notice to Licensee.

27.   RESERVED RIGHTS.
      ---------------

      27.1  Licensor reserves all rights not expressly granted to Licensee
hereunder.

      27.2  Licensor shall not be prevented from granting third parties the
right to use the Proprietary Subject Matter in any manner whatsoever, except
as otherwise provided herein.

      27.3  Licensor specifically reserves unto itself and/or its designees
the right to manufacture, distribute, offer for sale, advertise, promote,
display and otherwise exploit without limitation and throughout the world
merchandise, goods and products similar and/or identical to the Articles for
use in connection with premium sales, promotional tie-ins, giveaways, home
television sales (e.g., QVC), cable programs, vending machines, electronic
sales (e.g., Prodigy and Internet sales directly to the public), direct
response sales (e.g., direct mail and

                                   -10-






<PAGE>

telephone sales directly to the public), in-theater sales, sales at theme
parks, amusement parks, entertainment centers or other amusement or live
entertainment attractions and performances (e.g., concert halls, arena shows,
stadiums), radio sales, sales by or through fan clubs and conventions, and
fund-raisers.

      27.4  It is specifically acknowledged by Licensee that all personal,
publicity and other rights of Licensor not granted in Paragraph 3 (including,
but not limited to, the voice and sound recordings of Artist), shall not be
included in the definition of Proprietary Subject Matter and the use thereof
is not licensed herein.

      27.5  Licensee acknowledges that the license granted herein does not
include any right, title, or interest in or to the Artist nor to any
intellectual property rights in the Artist, including, without limitation, any
copyrights, patents, and/or trademarks therein or associated therewith.
Furthermore, Licensee acknowledges that the license granted herein does not
include the portrayals of or by Artist in any motion picture, television
production, and the like ("Media Properties").  In this connection, Licensee
expressly acknowledges that its license hereunder does not include the right
to use photographs, designs, materials, and artwork from Media Properties to
the extent such materials are different from the Proprietary Subject Matter.

      27.6  Neither Licensee nor any third party connected with Licensee shall
engage in any offer for sale, sale, or distribution of Articles in and about
or at the premises of any of Artist's live performances.

28.   MANUFACTURE AND DISTRIBUTION.
      ----------------------------

      28.1  The Proprietary Subject Matter may only be used in connection with
the manufacture, actual packaging and advertising, promotion and distribution
of the Articles.

      28.2  Licensee shall be entitled to sublicense the right to manufacture
Articles to any third party ("Supplier"), in whole or in part, with Licensor's
prior written consent.  Licensee represents and warrants that it shall
familiarize each such Supplier with the terms and conditions of this Agreement
as they apply to such Supplier.  In addition, Licensee acknowledges and agrees
that Licensee's use of any such Supplier shall in no way derogate from or
relieve Licensee of any of its obligations under this Agreement.  Licensee
further acknowledges and agrees that it shall be responsible and primarily
liable for all activities and obligations of all such Suppliers with respect
to the Articles.  Furthermore, if Licensor so requests, Licensee shall cause
each such Supplier to sign an agreement with Licensee for the manufacture of
the Articles, in whole or in part, in a form satisfactory to Licensor.

      28.3  Without the prior written consent of Licensor, Licensee shall not
commence distribution, shipment, and sale of Articles prior to the Earliest
In-Store Date specified in Paragraph 12.

      28.4  Licensee shall commence distribution, shipment and sale of
substantial quantities of Articles no later than the Shipping Date specified
in Paragraph 13.

      28.5  During the Term, and subject to the terms and conditions hereof,
Licensee shall (i) continue to diligently and continuously advertise, promote,
distribute, ship and sell the Articles in the Territory, and (ii) use its best
efforts to make and maintain adequate arrangements for the distribution,
shipment and sale necessary to meet the demand for such Articles in the
Territory.

      28.6  Licensee shall sell to Licensor such quantities of the Articles as
Licensor and/or Representative shall request at Licensee's manufacturing cost
therefor, plus ten percent (10%).  Licensor's distribution and/or resale of
such Articles shall be limited to the following distribution channels: concert
venues, catalogs, electronic media, and as premiums and/or promotional items.
No Royalties shall be due on such sales.

      28.7  The Proprietary Subject Matter shall not be used in conjunction
with any other

                                   -11-






<PAGE>

musical artist or group, name, character, symbol, design, likeness or literary
or artistic material, except that actual representations of an Article and its
packaging may be shown in advertising showing other articles sold by Licensee,
provided such use is not made in a manner that may be likely to cause doubt or
confusion in the minds of the public as to the ownership of the Proprietary
Subject Matter, and in no event may the Articles be packaged for sale with
other articles.

      28.8  Upon request by Licensor and upon ten (10) days prior written
notice to Licensee, Licensee agrees to provide Licensor with any and all lists
compiled by Licensee in connection with Licensee's marketing of the Articles
hereunder of names and addresses of 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 Articles hereunder.  Licensor
acknowledges and agrees that it can neither provide such lists to existing
licensees who have licenses for similar products in the Territory, nor utilize
such lists for its own purposes for similar articles in the Territory during
the Term.

29.   REPRESENTATIONS AND WARRANTIES.
      ------------------------------

      29.1  Licensor represents and warrants to Licensee as follows: (i)
Licensor owns or controls all rights in and to the Proprietary Subject Matter;
(ii) Licensor has the full right, authority and power to enter into this
Agreement and to perform all its obligations hereunder; and (iii) Signatures
has the authority on behalf of Licensor to grant the rights being granted
herein.  Licensor makes no representation or warranty as to the amount of
receipts Licensee will derive or as to the quality or success of the Artist.
Furthermore, Licensor does not represent or warrant that the Artist will
continue to perform, compose, record, or otherwise act as a musical artist or
group.

      29.2  Licensee represents and warrants to Licensor as follows: (i)
Licensee has full power and authority to enter into this Agreement and perform
its obligations herein; and (ii) Licensee's execution, delivery, and
performance of this Agreement will not infringe upon the rights of any third
party or violate the provisions of any agreement to which Licensee is a party.

30.   TERMINATION.
      -----------

      30.1  In addition to any and all other remedies available to it
hereunder, Licensor shall have the right to immediately terminate this
Agreement upon written notice to Licensee upon the occurrence of any of the
following:

      30.1.1  Licensee makes, sells, offers for sale, uses or distributes any
Article without having the prior written approval of Licensor as specified in
Paragraph 26.3 or continues to make, sell, offer for sale, use or distribute
any Article after receipt of notice from Licensor withdrawing approval of
same.

      30.1.2  Licensee becomes subject to any voluntary or involuntary order
of any government agency involving the recall of any of the Articles because
of safety, health or other hazards or risks to the public.

      30.2  In addition to any and all other remedies available to it
hereunder, on seven (7) days prior written notice to Licensee, Licensor may
terminate this Agreement (in which case such termination shall be effective
immediately upon expiration of the seven (7) day notice period), upon the
occurrence of any of the following circumstances, provided that during such
seven (7) day period, Licensee fails to cure the breach to Licensor's
satisfaction:

      30.2.1  Licensee fails to immediately discontinue the advertising,
distribution or sale of Articles which do not contain the appropriate legal
legend or notice.

      30.2.2  Licensee breaches any of the provisions of this Agreement
relating to the unauthorized assertion of rights in the Proprietary Subject
Matter.

      30.2.3 Licensee fails to make timely payment of Royalties when due or
fails to

                                  -12-






<PAGE>

make timely submission of Royalty Reports when due.  However, in the event
Licensee has previously been given notification and time to cure a prior
breach relating to Licensee's failure to remit a Royalty payment (including
Advances or Guarantees) and/or Royalty Report when due, then Licensor may
terminate this Agreement immediately upon notice to Licensee and no further
time to cure need be given to Licensee by Licensor regardless of whether or
not Licensee cured any prior failure or breach.

      30.2.4  Licensee intentionally sells or authorizes the sales of Articles
outside the Territory, or sells the Articles to persons who intend or are
likely to resell them outside the Territory.

      30.3  In addition to any and all other remedies available to it
hereunder, on thirty (30) days prior written notice to Licensee, Licensor may
terminate this Agreement (in which case such termination shall be effective
immediately upon expiration of the thirty (30) day notice period), upon the
occurrence of any of the following circumstances, provided that during such
thirty (30) day period, Licensee fails to cure the breach to Licensor's
satisfaction:

      30.3.1  Licensee fails to obtain or maintain insurance as required under
Paragraph 25 hereof.

      30.3.2  During any calendar quarter of the Term, if Licensee fails to
reasonably satisfy Paragraphs 28.4 or 28.5, Licensor may terminate this
Agreement as to such Article(s) in any country in the Territory or in whole,
by written notice to Licensee.

      30.3.3  Licensee fails to timely submit Prototype and/or Preliminary
Artwork for approval by Licensor as provided in Paragraph 26.3.

      30.3.4  A petition in bankruptcy is filed by or against Licensee;
Licensee is adjudicated bankrupt or insolvent, or makes an assignment for the
benefit of creditors or an arrangement pursuant to any bankruptcy law;
Licensee discontinues its business, or a receiver is appointed for Licensee or
Licensee's business and such receiver is not discharged within thirty (30)
days.

      30.3.5  Licensee or any of its controlling shareholders, officers,
directors or employees take any actions in connection with the manufacture,
sale, distribution or advertising of the Articles which damages or reflects
adversely upon the Licensor, the Artist and/or the Proprietary Subject Matter.

      30.3.6  Licensee violates any of its other obligations or breaches any
of its covenants, agreements, representations or warranties hereunder.

31.   EFFECT OF TERMINATION.
      ---------------------

      31.1  On expiration or termination of this Agreement, all Royalties
(including unpaid portions of the Guarantee, if any) shall be immediately due
and payable without set-off of any kind and no Advance or Guarantee paid to
Licensor shall be refunded to Licensee.  Termination of this Agreement, or any
portions thereof, by Licensor pursuant to Paragraph 30 shall in no way reduce,
proportionally or otherwise, the Guarantee required to be paid to Licensor
hereunder.  Ninety (90) days before the expiration of the Term, and in the
event of its sooner termination, ten (10) business days after receipt of
notice of termination, a statement showing the number and description of
Articles on hand or in process shall be furnished by Licensee to Licensor.
Licensor shall have the right to take a physical inventory to ascertain or
verify such inventory and statement.  Refusal by Licensee to submit to such
physical inventory by Licensor and/or failure by Licensee to render the final
statement as and when required by this provision, shall result in a forfeiture
by Licensee of Licensee's right to dispose of its inventory (as provided by
Paragraph 31.2 hereof, Licensor retaining all other legal and equitable rights
Licensor may have in the circumstances.

      31.2  On expiration of this Agreement only (as compared to an early
termination

                                     -13-






<PAGE>

pursuant to Paragraph 30), Licensee shall have a period of ninety (90) days
commencing with the expiration date, in which to sell-off (on a non-exclusive
basis) Articles which are on hand or in process as of the expiration date;
provided, however:(i) Licensee complies with all the terms and conditions of
this Agreement, including, but not limited to, Licensee's obligation to pay
Royalties on and to account to Licensor for such sales (such accounting to be
provided to Licensor within fifteen (15) days after the expiration of the
sell-off period); (ii) Licensee has not manufactured Articles solely or
principally for sale during the sell-off period; and (iii) Licensee has given
Licensor the opportunity to purchase such Articles at Licensee's cost of
manufacture thereof, which purchase may be of some or all such units, in
Licensor's sole discretion.  Royalties earned during the sell-off period may
not be applied to any Guarantee shortfall.  Licensee shall not be authorized
to dispose of the excess inventory in the sell-off period to the extent that
of any right of Licensee if Licensor should at any it exceeds ten percent
(10%) of the total number of Articles sold during the Term, without Licensor's
prior written consent.  During the sell-off period, Licensor may use or
license the use of the Proprietary Subject Matter in any manner, at any time,
anywhere in the world.

      31.3 On expiration or termination of termination of the Agreement,
except as noted in Paragraph 31.2 above, Licensee shall have no further right
to exercise the rights licensed hereunder or otherwise acquired in relation to
this Agreement and such rights shall forthwith revert to the
Licensor.  All Artwork and any other materials supplied to Licensee by
Licensor hereunder shall be immediately returned to Licensor at Licensee's
expense.  All remaining Articles and component parts thereof shall be
destroyed within five (5) business days.  Licensee shall within five (5)
business days after such destruction deliver to Licensor a certificate of
destruction evidencing same.  Licensee agrees that (i) its failure to cease
the manufacture, sale and/or distribution of Articles upon the expiration or
termination of this Agreement will result in immediate and irreparable damage
to Licensor, (ii) there is no adequate remedy at law for such failure and
(iii) in the event of such failure, Licensor shall be entitled to injunctive
relief.

      31.4  Upon expiration or termination of this Agreement, (i) if the
Underlying Agreement specifies that the license granted hereunder is an
exclusive license, Licensor shall be free to license others to use the
Proprietary Subject Matter in connection with the manufacture, sale,
distribution and promotion of the Articles in the Territory (it being
acknowledged that Licensor has the full and complete right so to do during the
Term if the license granted is a non-exclusive License), and (ii) Licensee
shall refrain from further use of the Proprietary Subject Matter or any
further reference, direct or indirect, thereto or to anything deemed by
Licensor to be similar to the Proprietary Subject Matter, in connection with
the manufacture, sale, distribution or promotion of Licensee's products except
as permitted in Paragraph 31.2 above.  It shall not be a violation of any
right of Licensee if Licensor should at any time during the Term enter into
negotiations with another to license use of the Proprietary Subject Matter in
respect to the Articles within the Territory provided that, in the event that
the license granted to Licensee hereunder is an exclusive license, it is
contemplated that such prospective license shall commence after termination of
the Agreement.

32.   NOTICES.
      -------

      All notices, demands, contracts or waivers hereunder shall be given in
writing by mail, messenger, overnight air courier or telefax addressed as
indicated in the Underlying Agreement or as otherwise indicated in writing by
a party hereto.  The date of messengering or telefaxing shall be deemed to be
the date of service.  Three (3) business days from the date of mailing shall
be deemed to be the date of service for mailed notices.  One(1) business day
from the date of overnight air courier handling shall be deemed to be the date
of service for courier handled notices.

33.   NO MODIFICATION; WAIVER.
      -----------------------

      The terms of this Agreement shall not be

                                     -14-






<PAGE>

modified except by an agreement in writing signed by both parties hereto.  No
waiver by either party of a breach or default hereunder shall be deemed a
waiver by such party of a subsequent breach or default of a like or similar
nature.

34.   ENTIRE AGREEMENT.
      ----------------

      This Agreement 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.

35.   RELATIONSHIP OF THE PARTIES.
      ---------------------------

      This Agreement does not appoint either party as the agent of the other
party, or create a partnership or joint venture between the parties.

36.   GOVERNING LAW.
      -------------

      This Agreement shall be construed and interpreted pursuant to the laws
of the State of California, and the parties hereto submit and consent to the
jurisdiction of the courts of the State of California, including Federal
Courts located therein, should Federal jurisdiction requirements exist, in any
action brought to enforce (or otherwise relating to) this Agreement.
Notwithstanding the preceding sentence, nothing contained in this Agreement
shall preclude Licensor from bringing an action in any appropriate forum to
enforce the terms and provisions of this Agreement.  Licensee hereby consents
to the exclusive jurisdiction of any State or Federal court empowered to
enforce this Agreement in the State of California, Los Angeles County, and
waives any objection thereto on the basis of personal jurisdiction or venue.

37.   SEVERABILITY.
      ------------

      If any provision of this Agreement is held by a court of competent
jurisdiction to be unenforceable, such decision shall not affect the validity
or enforceability of any of the remaining provisions, which remaining
provisions shall continue to have full force and effect.

38.   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 (including but not limited
to Royalty Rates, Advances, Guarantees and Net Sales of Articles) of this
Agreement.

39.   COUNTERPARTS.
      ------------

      This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original and all of which together shall be
deemed to be one and the same Agreement.

40.   FURTHER ASSURANCES.
      ------------------

      The parties hereto shall execute such further documents and perform such
further acts as may be necessary to comply with the terms of this Agreement
and consummate the transactions herein provided.

41.   ATTORNEYS' FEES.
      ---------------

      If any legal action or any other proceeding is brought for the
enforcement of this Agreement, or if a dispute arises under this Agreement,
the successful or prevailing party shall be entitled to recover reasonable
attorneys' fees and other costs incurred in that action or proceeding, in
addition to any other relief to which it may be entitled.

42.   HEADINGS.
      --------

      The headings contained in this Agreement are for convenience and
reference purposes only.  They do not form a part hereof and shall not affect
the meaning or interpretation of this Agreement.

                                     -15-






<PAGE>

43.   ADMINISTRATION.
      --------------

      Licensee expressly acknowledges that Signatures is authorized to
administer this Agreement on behalf of Licensor, and in connection therewith
to exercise such rights and powers as Licensor may exercise with respect to
the enforcement and administration of this Agreement.  Such rights and powers
include, without limitation, monitoring and overseeing Licensee's obligations
under this Agreement to ensure that all Advances, Guarantees, Royalties,
Royalty Reports, and the like are timely submitted, and to ensure that the
quality control provisions of this Agreement are being complied with by
Licensee.  Furthermore, Licensee acknowledges and agrees that any
administrative matters relating to this Agreement shall be submitted by
Licensee to Signatures, rather than directly to Licensor.  The provisions of
this Paragraph 43 shall apply until Licensee receives notice of the revocation
thereof from Licensor.

44.   ASSIGNMENT.
      ----------

      Licensee's rights and obligations hereunder are personal to Licensee and
shall not be assigned to any affiliate of Licensee (including, without
limitation, subsidiary and parent companies, and partnerships, joint ventures
and the like, in which Licensee has an interest.) Licensee's rights and
obligations hereunder shall not be sublicensed, assigned, mortgaged or
otherwise transferred or encumbered by Licensee or by operation of law unless
otherwise previously agreed in writing by Licensor.  Licensor reserves the
right to assign this Agreement to any third party and to hypothecate or pledge
this Agreement as collateral for any purpose.  In the event of any such
assignment, Licensee shall pay the Royalties and the Guarantee due hereunder
as directed by Licensor.  This Agreement shall be binding upon and shall inure
to the benefit of the successors and assigns of Licensor.

45.   EQUITABLE REMEDIES.
      ------------------

      Licensee acknowledges that its failure to perform any of the material
terms or conditions of this Agreement shall result in immediate and
irreparable damage to Licensor.  Licensee also acknowledges that there may be
no adequate remedy at law for such failures and that in the event thereof,
Licensor shall be entitled to equitable relief in the nature of an injunction
and to all other available relief, at law or in equity.

END OF STANDARD TERMS AND CONDITIONS.
------------------------------------

                                    -16-






<PAGE>

                              RIDER TO AGREEMENT
                              ------------------

This Rider is hereby incorporated into and made a part of that certain
Merchandising License Agreement ("Agreement") effective as of ______________,
1999 between Britney Brands, Inc. ("Licensor") and Famous Fixins ("Licensee")
in connection with the Proprietary Subject Matter.

1.    DEFINED TERMS.
      -------------

      All capitalized terms in this Rider shall, unless expressly provided to
the contrary, have the same respective meanings as set forth in the Agreement.

2.    LICENSEE'S REPRESENTATIONS AND WARRANTIES.
      -----------------------------------------

      Licensee represents and warrants that the Royalty Rate specified in
Paragraph 8 is the most favorable rate currently being granted by it with
respect to musical entertainment personalities in the "pop" music genre.
Licensee agrees that if at any time during the Term it enters into a license
agreement with any third party licensor relating to musical entertainment
personalities in the "pop" music genre and products similar to those licensed
herein, and such license agreement provides for more favorable royalty rates
than those provided in Paragraph 8, then Licensee shall immediately advise
Licensor in writing of the same and in such event, such more favorable royalty
rates will apply to this Agreement.  Furthermore, Licensee represents and
warrants that the definition of Net Sales (or its equivalent term) specified
in Paragraph 20.2 above is the most favorable definition currently being
granted by it with respect to musical entertainment personalities in the "pop"
music genre.  Licensee agrees that if at any time during the Term it enters
into a license agreement with any third party licensor relating to musical
entertainment personalities in the "pop" music genre properties and products
similar to those licensed herein, and such license agreement provides for a
more favorable definition of Net Sales (or its equivalent term) than provided
above, then Licensee shall immediately advise Licensor in writing of the same
and in such event, such more favorable definition will apply to this
Agreement.

3.    CONSIDERATION.
      -------------

      In addition to any amounts due from Licensee under the Agreement, upon
Execution thereof:

      a)  Licensee shall issue a total of 200,000 stock warrants (the form of
which shall be subject to the mutual agreement of the parties and shall
conform to all

                                     -17-






<PAGE>

applicable laws) for common stock in Licensee's company, exercisable at a
price of $0.25 per share ("Warrants") to the following persons and entities in
the designated quantities:

          Britney Spears               120,000 Warrants
          Signatures Network, Inc.      40,000 Warrants
          Laurence H. Rudolph           20,000 Warrants
          Johnny Wright                 12,000 Warrants
          Burt Paddell                   6,400 Warrants
          Reggie Covington               1,600 Warrants

The Warrants shall be valid for a period of five (5) years after the effective
date of this Agreement.  For the avoidance of doubt, any amounts paid and/or
assumed by Licensee pursuant to any exercise, in whole or in part, of the
Warrants by Licensor or any of the other persons or entities designated above
shall not be deemed an additional Advance and shall not be recoupable from any
Royalties otherwise due Licensor.  In the event this Agreement is terminated
by Licensor due to Licensee's breach, such termination shall not affect any
rights of Licensor, or any of the other persons or entities designated above,
to purchase stock pursuant to the Warrants.

      b)  Licensee shall make a non-refundable payment of $10,000 ("Donation")
to the following charitable organization:

The Britney Spears Foundation
c/o Giving Back Fund, Inc.
54 Canal Street, Third Floor
Boston MA 02114
Attention: Marc Pollick

The Donation shall be due upon the Licensee's execution of this Agreement.
For the avoidance of doubt, the Donation shall not be deemed an additional
Advance and shall not be recoupable from any Royalties otherwise due Licensor.

4.    COPYRIGHT; TRADEMARKS.
      ---------------------

      For purposes of clarity, nothing in the Agreement shall be construed as
giving Licensor any separate right, title or interest in any trademarks, trade
names, copyrights, patents or other proprietary rights which Licensee owned or
controlled prior to entering into this Agreement.  Notwithstanding the
foregoing, nothing in this Agreement, as amended by this Rider, shall be
construed as giving Licensee any proprietary rights whoever in the Proprietary
Subject Matter, which, as between Licensee and Licensor, shall remain
licensor's sole and exclusive property.

                                     -18-






<PAGE>

5.    MANUFACTURE AND DISTRIBUTION.
      ----------------------------

      In the first sentence of Paragraph 28.6, the phrase "ten percent
(10%)"shall be deleted and replaced with the phrase "twenty percent (20%)".

6.    CONFIDENTIALITY.
      ---------------

      Notwithstanding anything to the contrary set out in Paragraph 38 of the
Agreement, Licensor acknowledges and agrees that if Licensee is required under
Federal law to disclose material terms of this Agreement to the Securities and
Exchange Commission, then such disclosure shall not be deemed a violation of
Paragraph 38 of the Agreement.



Initials:   /s/ LB                  /s/ Jason Bauer
            -------------           ---------------
            Licensor                Licensee

                                     -19-






<PAGE>

                           MANUFACTURER'S AGREEMENT
                           ------------------------

The company signing this Agreement (herein referenced as "MANUFACTURER") will
be responsible for manufacturing certain articles of merchandise (or
components thereof embodying licensed material that includes, but is not
limited to, the name, title, logos, images, copyrights, trademarks and/or
other proprietary matters pertaining to the LICENSED PROPERTY, which are the
exclusive property of Britney Brands, Inc. (herein referenced as 'LICENSOR").
MANUFACTURER recognizes and accepts that a License Agreement exists between
LICENSOR and the company designated as "LICENSEE" in the "BASIC TERMS" set
forth below, authorizing LICENSEE to use the LICENSED PROPERTY in conjunction
with the "ARTICLES" (as defined in the BASIC TERMS) during the "PERIOD OF
AUTHORIZATION" (as defined in the BASIC TERMS).

In consideration for its engagement by LICENSEE to manufacture the ARTICLES,
MANUFACTURER agrees to fulfill the following terms and conditions:

1.     It will not manufacture the ARTICLES (or components thereof embodying
the LICENSED PROPERTY for anyone but LICENSEE.

2.    It will manufacture the ARTICLES and/or components to the quality
standards specified by LICENSOR from time to time.  It will destroy all
ARTICLTS and components embodying any of the LICENSED PROPERTY which do not
meet the quality standards.

3.    It will not authorize any other party to manufacture copies of the
ARTICLES or any components thereof containing copyrighted material and/or
trademarks owned by LICENSOR, for its or LICENSEE's account, without the
express prior written consent of LICENSOR.

4.    It will manufacture only such quantities of the ARTICLES or components
of same as are ordered specifically by LICENSEE or authorized in writing by
LICENSOR or its agent.

5.    It will ship the duly approved quantities of the ARTICLES or components
of same only to LICENSEE.  Should it manufacture quantities of the ARTICLES or
components in excess of those ordered specifically by LICENSEE, LICENSOR, or
its agent, MANUFACTURER will dispose of such ARTICLES or components only to
LICENSEE at cost price OR will destroy any such ARTICLES or components.
MANUFACTURER will ensure that no supplies of ARTICLES or components (including
any defective or rejected items) are made to anyone except LICENSEE.

6.    It will not, unless LICENSOR otherwise consents in writing, manufacture
any merchandise utilizing any of the copyrighted material and/or trademarks of
LICENSOR, other than as identified as ARTICLES.

7.    It will permit the LICENSOR, its agent, or its auditors to inspect the
activities and premises of MANUFACTURER and to examine the accounting books
and invoices of MANUFACTURER relevant to its manufacture and supply to
LICENSEE.  MANUFACTURER will, whenever requested, provide copies of all such
documents to LICENSOR or its agents.

8.    It will provide LICENSOR and LICENSEE annually and at the end of the
PERIOD OF AUTHORIZATION, with a certificate signed by a responsible officer of
MANUFACTURER confirming that there has been no breach of any of the terms of
this Agreement.






<PAGE>

9.    Within 30 days of either the termination of this Agreement or the end of
the PERIOD OF AUTHORIZATION, MANUFACTURER shall deliver up to LICENSEE or, at
LICENSOR's option to LICENSOR, all drawings, artworks, or other materials
supplied to MANUFACTURER by LICENSEE, or by LICENSOR or its agent, and will
destroy all drawings, artwork, moulds or other materials whether in physical
or electronic form which embody any of the LICENSED PROPERTY.  Within five (5)
business days after such destruction, MANUFACTURER will deliver to LICENSOR a
certificate of destruction signed by an officer of MANUFACTURER evidencing
such destruction.

10.   It will not during the PERIOD OF AUTHORIZATION or thereafter, attack the
title or any of the rights of LICENSOR in and to the LICENSED PROPERTY, or
attack the validity of the rights licensed to LICENSEE.  It agrees that all
goodwill derived form the LICENSED PROPERTY will be vested exclusively in
LICENSOR, MANUFACTURER acknowledges that if the manufacture of the ARTICLES
continues after the PERIOD OF AUTHORIZATION has ended, or after notice of
termination from LICENSOR, such manufacture shall infringe upon and damage the
rights of the LICENSOR.  MANUFACTURER therefore recognizes and accepts that
LICENSOR has the right to receive relief and money damages by means of
judicial resolution and other recourses to stop such production,
commercialization or other use of its properties.

BASIC TERMS
-----------

1.  LICENSEE:
             ----------------------

2.  MANUFACTURER: (include address)
                  --------------------
                  --------------------
                  --------------------

3.  LICENSED PROPERTY: "Britney Spears"

4.  ARTICLES:
             ------------------------

5.  PERIOD OF AUTHORIZATION:
                            --------------------------

AGREED:

MANUFACTURER

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

Type or Print Name:
                    -------------------------

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

Dated:
      ---------------------

BRITNEY BRANDS, INC.

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

Type or Print Name:
                    --------------------------
Title:
      ---------------------------
Dated:
      ---------------------------






<PAGE>

By signing the space provided below, LICENSEE represents that it has
familiarized MANUFACTURER with the terms and conditions of the License
Agreement as they may apply to MANUFACTURER.  In addition, LICENSEE
acknowledges and agrees that the approval by LICENSOR of MANUFACTURER as a
supplier of ARTICLES in no way derogates from or relieves LICENSEE of any of
its obligations under the License Agreement. LICENSEE further acknowledges and
agrees that it shall be responsible and primarily liable for all activities
and obligations of MANUFACTURER with respect to the ARTICLES. LICENSEE further
affirms all representations made hereinabove by MANUFACTURER.

LICENSEE

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

Type or Print Name:
                    --------------------------

Title:
      -----------------------------
Dated:
      -----------------------------