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                                                                   EXHIBIT 10.22

                           VICTORY DISTRIBUTION, INC.

                                LICENSE AGREEMENT


                  THIS AGREEMENT, dated as of April 1, 2000, between Victory
Distribution, Inc., a Florida corporation with its principal office at 1000
Universal Studios Plaza, Building 22A, Orlando, Florida 32819 ("VDI"), and
Allison Manufacturing Co. ("Allison") with its principal office at 350 Fifth
Avenue, New York, New York 10118 (the "Licensee"), as follows.

                  WHEREAS, VDI controls copyrights, trademark rights, and other
proprietary rights in and to the television program known as DOOLEY AND PALS or
THE DOOLEY AND PALS SHOW or other similar names (the "Property") and Agent/SPI
serves as exclusive worldwide licensing and merchandising agent for VDI for the
Property, and;

                  WHEREAS, the Licensee desires to obtain from VDI a license to
manufacture and sell certain merchandise products using said copyrights,
trademarks, and other proprietary rights;

                  WHEREAS, Stalwart Productions, Inc. with its principal office
at 1338 Yale Street, Suite E, Santa Monica, California 90404 ("Agent/SPI") is
VDI's authorized agent for certain dealings with Licensee and described below.

NOW, THEREFORE, the parties agree as follows.

                  1.    GRANT OF LICENSE. VDI grants to the Licensee, on the
terms and conditions set forth in this Agreement, the nonexclusive interactive
right and license to use the Copyrights and Trademarks in connection with the
manufacture, distribution, sale, and advertising of the Licensed Products in the
Territory. The term "Licensed Products" shall mean the following items:
T-shirts, Fashion Tops, Short Sets, Pant Set, Dresses, Jog Sets, and
Co-ordinates for Infant Boy and Girl and Toddler Boy and Girl. Right of 1st
refusal on boy's 4/7 and girl's 4/6x.

                  2.    DISTRIBUTION.

                  (a)   Mid Tier Distribution shall include: JC Penny,
                        Kohl's, Sears, Mervyns, Kids R Us, and Wards

                  (b)   Mass Market Distribution shall include: Kmart,
                        Wal-Mart, Target, and all Regional Discounters


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                  3.    PERIOD OF AGREEMENT. The period of this Agreement shall
be from April 1, 2000 through December 30, 2003.

                  4.    TERRITORY. United States its Military Bases and
Possessions.

                  5.    ROYALTIES AND ADVANCES. In consideration for the rights
granted to it under this Agreement, the Licensee agrees to pay VDI the
following:

                  (a)   Upon execution of this Agreement the Licensee agrees
                        to pay VDI a non- refundable Advance Royalty Amount,
                        of $****.

                  (b)   Royalties in an amount equal to **** percent (****%) of
                        the Net Wholesale Sales derived by Licensee on all
                        sales of Licensed Products, based upon the invoiced
                        price of each item minus freight costs, reasonable
                        quantity and trade discounts, rejections, actual
                        returns and credits.

                  (c)   Minimum Guarantee total Royalties of $****,
                        less any Advance Royalty Amount that is paid by
                        Licensee to VDI.

All amounts and Royalty Statements due VDI under this Agreement shall be
remitted by the Licensee to the following address:

                                    VICTORY DISTRIBUTION, INC.
                                    Atten:  Licensing Department
                                    1000 Universal Studios Plaza
                                    Building 22A
                                    Orlando, Florida 32819

With a Copy of each Royalty Statement to:

                                    Stalwart Productions, Inc.
                                    Atten: Susan Notarides
                                    1338 Yale Street #E
                                    Santa Monica, California 90404

                  6.    MARKETING PLANS. Within 90 days of the execution of this
Agreement, and on or before each one-year anniversary of the commencement date
of this Agreement, the Licensee shall provide the Agent/SPI with a written
marketing plan with respect to the Licensed Products. Each such marketing plan
shall include, on an Article-by-Article basis, a marketing timetable, sales
projections, channels and methods of distribution, nature and amount of
advertising and advertising expenditures, and any other information that
Agent/SPI may ask the Licensee to include for a Marketing Date of Holiday
2000/Spring 2001. Each

**** Confidential Treatment is being requested for these portions of this
Agreement.


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marketing plan shall contain specific information for the one-year period
immediately succeeding its submission and general estimates or projections
for subsequent periods during which this Agreement remains in effect.

                  7.    VDI'S APPROVAL OF LICENSED PRODUCTS, ADVERTISING,
CONTAINERS, MATERIALS, ETC.

                 (a)    The quality and style of the Licensed Products as
well as any carton, container, packing or wrapping material shall be subject
to the express written approval of VDI and Agent/SPI prior to licensing for
distribution and sale thereof by Licensee. Also, each and every tag, label,
imprint or other device used in connection with any Licensed Products and all
advertising, promotional or display material bearing the Property and or
Licensed Products shall be submitted by Licensee to VDI and Agent/SPI for
express written approval prior to use by Licensee. Such approval may be
granted or withheld as VDI and Agent/SPI in its sole discretion may determine.

                 (b)    VDI and Agent/SPI agree to use reasonable efforts to
notify the Licensee in writing of approval or disapproval by VDI and
Agent/SPI of any materials submitted to Agent/SPI under this Agreement within
10 business days after Agent/SPI's receipt of such materials, and agrees, in
the case of a disapproval, to notify the Licensee in writing of the reasons
for disapproval. VDI's and Agent/SPI's failure to respond within such
10-business-day period shall not be deemed approval of the submission in
question.

                 (c)    Licensee shall, before selling or distributing any of
the Licensed Product furnish to Agent/SPI, for approval by Agent/SPI and VDI,
free of cost, for its express written approval, 1) one generic sample of
Licensed Products in question, 2) concept art, final artwork with copyright
and trademark notices, 3) pre-production prototype, 4) six final production
samples. Also each type of carton, container, packing and wrapping material
used with each Licensed Product, each and every tag, label, imprint or other
device used in connection with any Licensed Product, and all advertising,
story board, script, promotional or display material bearing the Property
and/or Licensed Products. Said samples shall be sent to Agent/SPI by means
permitting certification of receipt at the mailing address stated in the
notice clause herein. After samples have been approved by Agent/SPI and VDI
pursuant to this clause, Licensee shall not depart therefrom in any respect
without the express prior written approval of Agent/SPI and VDI. The
prototypes shall conform to the requirements of Clause 8.

                  8.    PROTECTION OF VDI'S RIGHTS AND INTERESTS. VDI and
Licensee agree that Licensee's utilization of the Property upon or in
connection with the manufacture, distribution and sale of the License
Products is conditioned upon protection of VDI's rights and obtaining


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the goodwill resulting from such use. Licensee agrees to protect VDI's rights
and goodwill as set forth in this Agreement.

                  (a) GOOD WILL AND PROTECTION.

                     (i)      Licensee recognizes the great value of the
                              publicity and goodwill associated with the
                              Property and, in such connection,
                              acknowledges that such goodwill exclusively
                              belongs to VDI and that the Property has
                              acquired a secondary meaning in the mind of
                              the purchasing public. Licensee further
                              acknowledges that all rights in any
                              additional material, new versions,
                              translations, rearrangements, or other
                              changes in the Property which may be created
                              by or for Licensee, shall be and will remain
                              the exclusive property of VDI and the same
                              shall be and will remain a part of the
                              Property under the terms and conditions of
                              this Agreement.

                     (ii)     VDI may, if it so desires, and in its
                              reasonable discretion, commence or prosecute
                              any claims or suits against infringement of
                              its right in the Property and may, if it so
                              desires, join Licensee at VDI's expense as a
                              party in such suit. Licensee shall notify
                              VDI in writing of any activities which
                              Licensee believes to be infringements or
                              utilization by others of the Property on
                              Licensed Products. VDI shall have the sole
                              right to determine whether or not any action
                              shall be undertaken as a result of such
                              activity and shall have sole discretion in
                              the accommodation or settlement of any
                              controversies relating thereto. Licensee
                              shall not institute any suit or take any
                              action with respect to any such infringement
                              or imitation without first obtaining the
                              written consent of VDI to do so.

                  (b) INDEMNIFICATION BY LICENSEE. Licensee shall indemnify VD
after the Term hereof against all claims, liabilities (including settlements
entertain into in good faith with VDI's consent, not to be unreasonably
withheld) and expenses (including unreasonable attorneys' fees) arising out of
Licensee's activities hereunder, or out of any defect (whether obvious or hidden
and whether or not present in any sample Licensed Product approved by VDI) in a
Licensed Product, or arising from personal injury or any infringement of any
rights of any other Person by the manufacture, sale, possession or use of
Licensed Products, or their failure to comply with applicable laws, regulations
and standards. The parties indemnified hereunder include VDI, and its parents,
subsidiaries and affiliates, and co-producers and co-venturers of VDI. VDI's
licensors, its and their subsidiaries, its and their officers, directors,
employees and agents. This indemnity shall not apply to any claim or liability
relating to any infringement of the copyright of a third party caused by VDI's
utilization of the Licensed

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                                      -5-



Products and Trademarks in accordance with this Agreement. With respect to
the foregoing indemnity, Licensee shall defend and hold harmless Indemnified
Parties and each of them at no cost or expense to them whatsoever, including
but not limited to reasonable attorneys' fees and court costs. VDI shall have
the right but not the obligation to defend any such action or proceeding at
its own expense with attorneys of its own selection.
["Provided that prompt written notice of any claim is given to Licensee and
Licensee shall have the right to defend by counsel of its own choosing.]

                  (c) INDEMNIFICATION BY LICENSOR. VDI shall indemnify Licensee
during and after the Term hereof against all claims, liabilities (including
settlements entered into in good faith with fees) arising out of any claim that
Licensee's use of any representation of the Licensed Articles or the Trademarks
in accordance with the provisions of this Agreement infringes the copyright of
any third party or infringes any right granted by VDI to such third party.
Licensee shall not, however, be entitled to recover for lost profits.

                  (d) PRODUCT LIABILITY INSURANCE AND ADVERTISER'S LIABILITY
INSURANCE. The Licensee agrees to obtain and maintain during the term of this
Agreement, at its own expense, product liability insurance providing protection
(at a minimum, in the amount of $1,000,000 per occurrence/$2,000,000 annual
aggregate) applicable to any claims, liabilities, damages, costs, or expenses
arising out of any defects or alleged defects in the Articles. Such insurance
shall include coverage of VDI and Agent/SPI and its directors, officers, agents,
employees, assignees, and successors. Within 30 days after the execution of this
Agreement by VDI and Agent/SPI, the Licensee shall cause the insurance company
issuing such policy to issue a certificate to Agent/SPI confirming that such
policy has been issued and is in full force and effect and provides coverage of
VDI and Agent/SPI as required by this Clause and also confirming that before any
cancellation, modification, or reduction in coverage of such policy the
insurance company shall give VDI and Agent/SPI 30 days' prior written notice of
such proposed cancellation, modification, or reduction.

                  9. SPECIFIC UNDERTAKINGS OF THE PARTIES.

                  (a) VDI warrants, represents and agrees that it has certain
ownership rights in and has the right to grant licenses to utilize the names
(including the name of the Property), characters, artists' portrayal of
characters, likeness and visual representations as included in the Property and
to grant the rights to the Property granted Licensee in this Agreement.

                  (b) Licensee warrants, represents and agrees that:

                     (i)      It will manufacture, sell and distribute the
                              Licensed Products in an ethical manner and
                              in accordance with the terms and intent of
                              this Agreement;


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                                      -6-

                     (ii)     it will not create any expenses chargeable
                              to VDI;

                     (iii)    It will not enter into any agreement
                              relating to the Property for commercial
                              tie-ups or promotions or otherwise, with any
                              person or entity engaged, in whole or in
                              part, in the production of television,
                              without the prior written consent of VDI.

                     (iv)     It will cause to be manufactured, sell and
                              distribute Licensed Products of a high
                              standard and of such quality, style and
                              appearance as shall be reasonably adequate
                              and suited to their exploitation to the best
                              advantage and to the protection and
                              enhancement of the Property and the good
                              will pertaining thereto; that such Licensed
                              Products will be manufactured, packaged,
                              sold and distributed and advertised in
                              accordance with all applicable (whether
                              national, federal, state, provincial or
                              local) laws and that the policy of sale,
                              distribution and or exploitation by Licensee
                              shall be of high standard and at the best
                              advantage of the Property and that the same
                              shall in no manner reflect adversely upon
                              the good name of VDI, or the Property.

                  10. TRADEMARK NOTICES AND PROTECTION. The Licensee agrees to
affix to the Licensed Products and to the Advertising Materials such trademark
and design notices as may be specified by VDI and Agent/SPI. When one of the
Trademarks is used as a trademark for any Article, the name shall be properly
used as a trademark a larger or bolder type than the Article, and shall not be
used as the generic name of the Article.

                  (a) TRADEMARK USES INURE TO VDI'S BENEFIT. All trademark uses
of the Trademarks by the Licensee shall inure to the benefit of VDI, which shall
own all trademarks and trademark rights created by such uses. The Licensee
hereby assigns and transfers to VDI all trademarks and trademark rights created
by such uses of the Trademarks, together with the goodwill of the business in
connection with which such trademarks are used.

                  (b) TRADEMARK REGISTRATIONS. VDI shall have the right, but not
the obligation, to file in the appropriate offices of countries of the Territory
trademark or design applications relating to the use or proposed use by the
Licensee of any of the Trademarks in connection with the Licensed Products, such
filings to be made in the name of VDI or in the name of any third party selected
by VDI.

                  (c) RECORDS RELATIVE TO TRADEMARK USES. The Licensee shall
keep appropriate records (including copies of pertinent invoices and
correspondence) relating to the dates when each of the Licensed Products is
first placed on sale or sold in each country of the Territory, and the dates of
first use in each country of each different Trademark on the Licensed


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                                      -7-

Products and Advertising Materials. At VDI's request, the Licensee shall
supply VDI with samples of the trademark usage in question and other
information which will enable VDI to complete and obtain trademark or design
applications or registrations, or to evaluate or oppose any trademark or
design applications, registrations, or uses of third parties.

                  (d) REGISTERED USER LAWS. As to those countries which require
applications to register the Licensee as a registered user of a Trademark or
Trademarks used on or in connection with the Licensed Products or which require
the recordation of this Agreement, the Licensee agrees to execute and deliver to
VDI such documents as may be necessary and as are furnished by VDI for such
purposes.

                  11. COPYRIGHT NOTICES AND PROTECTION.

                  (a) COPYRIGHT NOTICES. The authorization of VDI to the
Licensee to make public distribution of the Licensed Products and Advertising
Materials is expressly conditioned upon the following agreement of the Licensee.
The Licensee agrees to place on all Licensed Products and on all Advertising
Materials the copyright notice or notices as required by VDI and Agent/SPI.

                  (b) AFFIXATION OF NOTICE; NAME OF COPYRIGHT PROPRIETOR. The
Licensee acknowledges that proper copyright notices must be permanently affixed
to all Licensed Products and Advertising Materials and to any separate portions
of Licensed Products or Advertising Materials which contain the Program and
which are intended to be used separately by the purchaser or ultimate user. The
Licensee agrees that it will not, without VDI's prior written consent, affix to
the Licensed Products or the Advertising Materials a copyright notice in its
name or the name of any person, firm, or corporation other than VDI.

                  (c) ASSIGNMENT BY LICENSEE. The Licensee sells, assigns, and
transfers to VDI its entire worldwide right, title, and interest in and to all
"new works" or "derivative works" heretofore or hereafter created using the
Program, including, but not limited to, the copyrights and renewal copyrights
thereon, except for any portion contained in the Licensed Products that is
otherwise owned by Licensee as a separate work of authorship. If parties who are
not employees of the Licensee living in the U.S. make or have made any
contribution to the creation of a "new work," so that such parties might be
deemed to be "authors" of the same as that term is used in present or future
U.S. copyright statutes, the Licensee agrees to obtain from such parties a
comparable full assignment of rights so that the foregoing assignment by the
Licensee vests in VDI full fights in the "new work," free of any claims,
interests, or rights of other parties. The Licensee agrees not to permit any of
its employees to obtain or reserve by oral or written employment agreements any
rights as "authors" of such "new works." At VDI's request, the Licensee agrees
to furnish VDI with full information concerning the creation of "new works" and
with copies of assignments of rights obtained from other parties.


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                                      -8-

                  12. ROYALTIES; STATEMENTS.

                  (a) BASIS FOR COMPUTATION OF ROYALTIES. All royalties due to
VDI shall accrue upon the sale of the Licensed Products, regardless of the time
of collection by the Licensee. For purposes of this Agreement, an Article shall
be considered "sold" as of the date on which such Article is billed, invoiced,
shipped, or paid for, whichever event occurs first. If any Licensed Products are
consigned to a distributor by the Licensee, the Licensed Products shall be
considered "sold" by the Licensee as of the date on which such distributor
bills, invoices, ships, or receives payment for any of the Licensed Products,
whichever event occurs first.

                  (b) TIME OF PAYMENT; TIME FOR FILING ROYALTY STATEMENTS. The
Licensee shall pay all royalties owing to VDI under this Agreement for any
calendar quarter within 30 days following the end of the calendar quarter in
question. All royalty statements required to be submitted by the Licensee shall
be submitted within 30 days to VDI and Agent/SPI following the end of the
calendar quarter to which they relate and shall accompany the royalty payments
made to VDI.

                  13. DEDUCTIONS; TAXES.

                  (a) There shall be no deduction from the royalties owed to VDI
for uncollectible accounts, or for taxes, fees, assessments, or other expenses
of any kind which may be incurred or paid by the Licensee in connection with.
(i) royalty payments due VDI; (ii) the manufacture, sale, distribution, or
advertising of the Licensed Products in the Territory; or (iii) the transfer of
funds or royalties or the conversion of any currency into U.S. dollars. It shall
be the Licensee's sole responsibility at its expense to obtain the approval of
any governmental authorities; to take whatever steps may be required to effect
the payment of funds to VDI; to minimize or eliminate the incidence of taxes,
fees, or assessments which may be imposed; to enable it to commence or continue
doing business in any country; and to comply in any and all respects with all
applicable laws and regulations.

                  (b) Notwithstanding the provisions of the preceding Clause, if
(i) any country imposes a withholding tax against VDI, as licensor, with respect
to the royalties payable to VDI by the Licensee on sales of the Licensed
Products in such country, (ii) such tax is paid by the Licensee on behalf of
VDI, and (iii) such tax is an income tax as to which a foreign tax credit is
allowable to VDI under Section 901 of the Internal Revenue Code of 1986, as
amended, the Licensee may deduct the amount of such withholding tax from the
royalties paid to VDI under this Agreement on the condition that the Licensee
furnishes to VDI all information and documentation required by VDI to enable VDI
to obtain a foreign tax credit on its U.S. income tax return with respect to
such withholding tax payment by the Licensee.

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                                      -9-

                  (c) ROYALTY STATEMENTS. The Licensee shall furnish to VDI and
Agent/SPI at the same time it makes payment of royalties, a full and complete
statement, duly certified by an officer of the Licensee to be true and accurate,
showing the number of each type of Article sold during the calendar quarter in
question, the total gross sales revenues for each such Article, an itemization
of all allowable deductions, if any, the Net Sales Price for each Article sold,
the amount of royalties due with respect to such sales, the quantities of each
Article on hand and in transit as of the end of such quarter, and the name and
address of each retailer to which the Licensee has sold the Licensed Products
during such quarter, together with such other pertinent information as VDI and
Agent/SPI may reasonably request from time to time. There shall be a breakdown
of sales of Licensed Products by country, and all figures and monetary amounts
shall first be stated in the currency in which the pertinent sales were actually
made. If several currencies are involved in any reporting category, that
category shall be broken down by each such currency. Next to each currency
amount shall be set forth the equivalent amount stated in U.S. dollars, and the
rate of exchange used in making the required conversion calculation. The rate of
exchange shall be the actual rate of exchange obtained by the Licensee on the
date of payment.

                  (d) ROYALTY ADJUSTMENTS. The receipt or acceptance by VDI and
Agent/SPI of any royalty statements furnished pursuant to this Agreement, or the
receipt or acceptance of any royalty payments made, shall not preclude VDI and
Agent/SPI from questioning their accuracy at any time. If any inconsistencies or
mistakes are discovered in such statements or payments, appropriate adjustments
shall be made immediately by the parties. The Licensee shall pay VDI interest on
a late royalty payment at an annual rate of ****% over the prevailing prime
interest rate in effect at Orlando, Florida, on the date on which such late
royalty payment should have been received by VDI.

                  14. BOOKS OF ACCOUNT AND OTHER RECORDS; AUDITS.

                  (a) RETENTION OF RECORDS. While this Agreement remains in
effect and for two years thereafter, the Licensee shall keep full and accurate
books of account and copies of all documents and other material relating to this
Agreement at the Licensee's principal office. VDI and Agent/SPI by their duly
authorized agents and representatives, shall have the right to audit such books,
documents, and other material, shall have access thereto during ordinary
business hours, and shall be at liberty to make copies of such books, documents,
and other material. At VDI's request, the Licensee shall provide an authorized
employee to assist in the examination of the Licensee's records.

                  (b) AUDITS BY VDI. If any audit of the Licensee's books and
records reveals that the Licensee has failed properly to account for and pay
royalties owing to VDI, and the amount of any royalties which the Licensee has
failed properly to account for and pay for any quarterly accounting period
exceeds, by 5% or more, the royalties actually accounted for and


**** Confidential Treatment is being requested for this portion of this
Agreement.


<PAGE>
                                      -10-

paid to VDI for such period, the Licensee shall, in addition to paying VDI
such past due royalties, reimburse VDI for its direct out-of-pocket expenses
incurred in conducting such audit, together with interest on the overdue
royalty amount at an annual rate of 2% over the prevailing prime interest
rate in effect at Orlando, Florida, on the date on which such overdue royalty
amount should have been paid to VDI.

                  15. TERMINATION.

                  (a) If Licensee files a petition in bankruptcy or is
adjudicated a bankrupt or if a petition in bankruptcy is filed against VDI or if
Licensee becomes insolvent or makes an assignment for the benefit of its
creditors or an arrangement pursuant to any bankruptcy law or if Licensee
discontinues its business or if a receiver is appointed for it or its business,
the License granted hereunder, without notice, shall terminate automatically
(upon the occurrence of any such event).

                  (b) If Licensee shall violate any of obligations or conditions
under the terms of this Agreement, VDI shall have the right to terminate the
License herein granted upon thirty (30) days notice in writing, and such notice
of termination shall become effective, unless Licensee shall completely remedy
the violation and satisfy VDI that such violation has been remedied within the
fourteen day period.

                  (c) If the License granted hereunder is terminated in
accordance with the provisions of Sub clauses 14(a) or 14(b), all Gross Receipts
theretofore accrued shall become due and payable immediately to the depository
and VDI shall not be obligated to reimburse Licensee for any payment theretofore
paid by Licensee to VDI.

                  (d) VDI'S RIGHT TO ELIMINATE COUNTRY FROM TERRITORY. If at any
time during the period of this Agreement the Licensee is not making regular
sales of more than a nominal nature of any of the Licensed Products in a country
of the Territory, VDI shall have the right, upon giving 30 days prior written
notice to the Licensee, to terminate the Licensee's rights for all Licensed
Products for such country.

                  (e) VDI'S RIGHT TO TERMINATE LICENSE FOR SPECIFIC ARTICLE. If
at any time during the period of this Agreement the Licensee is not making
regular sales of more than a nominal nature of a particular Article in a country
of the Territory, VDI shall have the right, upon giving 30 days' prior written
notice to the Licensee, to terminate the Licensee's rights for such Article in
such country.

                  16. FINAL STATEMENT UPON TERMINATION OR EXPIRATION. As soon as
practical after termination or expiration of this Agreement, but in no event
more than 30 days thereafter, Licensee shall deliver to VDI a statement
indicating the number and description of

<PAGE>
                                      -11-

Licensed Products which Licensee has on hand (or in process of manufacture)
as of (a) sixty (60) days prior to the end of the Term of this Agreement, or
(b) fourteen days after receipt from VDI of a notice terminating this
Agreement (in the event no such notice was given, fourteen days after the
occurrence of any event which terminates this Agreement) whichever shall be
applicable.

                  17. EFFECT OF TERMINATION OR EXPIRATION. Upon expiration of
the License granted hereunder or the earlier termination thereof, all rights
granted to Licensee hereunder shall forthwith revert to VDI, and Licensee
thereafter, directly or indirectly, shall not use or refer to the Property or
any name, character, trademark or designation which in VDI's reasonable opinion
is similar to the Property, in connection with the manufacture, sale or
distribution of products of the Licensee. Licensee shall upon the expiration or
termination turn over to VDI all molds and other materials which reproduce the
Licensed Products, or give VDI satisfactory evidence of their destruction.
Licensee hereby agrees that at the expiration or termination of this Agreement
for any reason, Licensee will be deemed automatically to have assigned,
transferred and conveyed to VDI any and all copyrights, trademark or service
mark rights, goodwill or other right, title or interest in and to the
merchandising of the Property which may have been obtained by Licensee or which
may have vested in Licensee in pursuance of any endeavors covered hereby.
Licensee will execute, and hereby irrevocably appoints VDI its attorney-in-fact
(acknowledging that such power is coupled with an interest) to execute, if
Licensee fails or refuses to do so, any instruments requested by VDI to
accomplish or confirm the foregoing. Any such assignment, transfer or conveyance
shall be without consideration other than the mutual covenants and
considerations of this Agreement. Also, upon expiration or termination of this
Agreement, VDI shall be free to license to others the right to use the Property
in connection with the manufacture, sale and distribution of the Licensed
Products. Notwithstanding the foregoing, The Licensee shall have the
non-exclusive right to sell any article listed in such inventory for a period of
120 days immediately following termination or expiration of this Agreement,
subject to payment of royalties to VDI on any such sales in accordance with the
terms of this Agreement.

                  18. REMEDIES OF GRANTOR.

                  (a) Licensee acknowledges that the failure of the Licensee to
cease the manufacture, sale or distribution of Licensed Products except as
herein permitted upon the expiration or earlier termination of the License
granted hereunder or the failure of Licensee to fulfill its obligations
specified as described in this Agreement, will result in immediate and
irremediable damage to VDI and to the rights of any other licensee of the
Property. Licensee acknowledges that VDI has no adequate remedy at law for any
such failure referred to or referenced to in this Clause and in the event of any
such failure, VDI shall be entitled to equitable relief by way of temporary and
permanent injunctions, in addition to such other further relief as any court of
competent jurisdiction may deem just and proper.

<PAGE>
                                      -12-

                  (b) If VDI uses any remedy afforded by this Clause, VDI shall
not be deemed to have elected its remedy or to have waived any other rights or
remedies available to it under this Agreement, or otherwise.

                  19. FORCE MAJEURE. Licensee shall be released from its
obligations hereunder in the event that governmental regulations or conditions
arising out of a state of national emergency or war, or causes beyond the
control of Licensee render performance by Licensee hereunder impossible. The
release of obligations under this Clause shall be limited to a delay in time for
Licensee to meet its obligations for a period not to exceed three (3) months,
and if there is any failure to meet such obligations after that period, VDI
shall have the absolute right to terminate this Agreement upon thirty (30) days'
notice in writing. Such notice of termination shall become effective if Licensee
does not completely remedy the violation within the same thirty-day period and
satisfy VDI that such failure has been remedied.

                  20. RESERVATION OF RIGHTS. VDI reserves to itself the right to
use or sell the Licensed Products as premiums in the Territory, including such
Licensed Products that are not produced by the Licensee, and VDI shall have the
right to have the Licensed Products produced for premium use by any third party
it desires. However, VDI shall grant Licensee a fifteen (15) day first right of
refusal on premium items that fall within the scope of the specific type of
articles described hereunder. After such fifteen days, VDI shall be free to
grant such rights to any third party. Further, all rights in and to the Property
are retained by VDI for its own use, except for the specific rights in the
Property licensed to the Licensee under this Agreement. VDI reserves the right
to use, and to license other parties to use, the Property in the Territory for
any purpose VDI may determine, but neither VDI nor any party licensed by VDI
shall have the right to use the Property in any manner which would conflict with
the rights granted to the Licensee under this Agreement.

                  21. NOTICES. All notices to be given to the parties shall be
as follows.

If to VDI.

                                            Victory Entertainment, Inc.
                                            1000 Universal Studios Plaza
                                            Building 22A
                                            Orlando, Florida 32819

and to:

                                            Stalwart Productions, Inc.
                                            Atten: Susan Notarides
<PAGE>
                                      -13-

                                            1338 Yale Street #E
                                            Santa Monica, California 90404

If to Licensee.

                                            Allison Manufacturing Co.
                                            Atten: Mike Diablo
                                            350 Fifth Avenue
                                            New York, New York 10118

or at such other address as VDI or Licensee shall designate in writing from time
to time. All notices shall be in writing and shall either be served by Certified
or Registered Mail Return Receipt Requested, or telegraph, all charges prepaid.
Except as provided herein, such notices shall be deemed given when mailed or
accepted by the recipient, all charges prepaid, except that notices of change of
address shall be effective only after the actual receipt thereof.

                  22. WAIVER, MODIFICATION, ETC. No waiver, modification or
cancellation of any term or condition of this Agreement shall be effective
unless executed in writing by the party charged therewith. No written waiver
shall excuse the performance of any act other than those specifically referred
to therein. VDI makes no warranties to Licensee except those specifically
expressed herein.

                  23. No PARTNERSHIP, ETC. This Agreement does not constitute
and shall not be construed as constituting an agency, a partnership or joint
venture between VDI and Licensee. Neither party hereto shall hold itself out
contrary to the terms of this Clause, and neither VDI nor Licensee shall become
liable for any representation, act or omission of the other contrary to the
provisions hereof. This contract shall not be deemed to give any right or remedy
to any third party whatsoever unless said right or remedy is specifically
granted by VDI in writing to such third party.

                  24. NON-ASSIGNABILITY. The license granted hereunder is and
shall be personal to Licensee, and shall not be assignable by any act of
Licensee or by operation of law. Licensee shall not have Licensed Products
manufactured for Licensee by a third party unless Licensee first obtains VDI's
approval in writing and unless the third party enters into an agreement with VDI
not to supply Licensed Products to anyone other than Licensee. Any attempt by
Licensee to grant sub-licenses or to assign or part with possession or control
of the License granted hereunder or any of Licensee's rights hereunder without
VDI's prior written approval shall constitute a material breach of this
Agreement. VDI shall have the right to assign this Agreement, in which event VDI
shall be relieved of any and all obligations hereunder, so long as such Assignee
shall be owned or controlled by VDI or its parent company, Victory Entertainment
Corp.

<PAGE>
                                      -14-


                  25. GOVERNING LAW. This Agreement shall be deemed to have been
made in, and shall be construed in accordance with the laws of the State of
Florida, and its validity, construction, interpretation and legal effect shall
be governed by the laws of the State of Florida, applicable to contracts entered
into and performed entirely therein, venue for any disputes under this Agreement
shall be Orange County, Florida.

                  26. MISCELLANEOUS. This Agreement sets forth the entire
understanding of the parties hereto relating to the subject matter hereof. No
modification, amendment, waiver, termination or discharge of this Agreement, or
of any of the terms or provisions hereof shall be binding upon either party
hereto unless confirmed by a written instrument signed by Licensee and VDI and
Agent/SPI. No waiver by VDI, Agent/SPI or Licensee of any term or provision of
this contract or of any default hereunder shall affect the other's respective
rights thereafter to enforce such term or provision or to exercise any right or
remedy in the event of any other default whether or not similar. If any
provision of this Agreement shall be held void, voidable, invalid, or
inoperative, no other provision of this Agreement shall be affected as a result
thereof, and, accordingly, the remaining provisions of this Agreement shall
remain in full force and effect as though such void, voidable, invalid, or
inoperative provision had not been contained herein. Except as otherwise
provided in this contract, all rights and remedies herein or otherwise shall be
cumulative and none of them shall be in limitation of any other right or remedy.
This contract shall not be effective until signed by a duly authorized officer
of VDI and Agent/SPI and countersigned by a duly authorized officer of Licensee.

ACCEPTED AND AGREED.

VICTORY DISTRIBUTION, INC.                     ALLISON MANUFACTURING CO.
"VDI"                                          "LICENSEE"


By:    ________________________                By:    _______________________

Its:   ________________________                Its:   _______________________

Dated: ________________________                Dated: _______________________