<PAGE>


                                                                   EXHIBIT 10.21

                             MERCHANDISING AGREEMENT

AGREEMENT made between Victory Distribution, Inc. ("Grantor") and Stalwart
Productions, Inc. ("Distributor") in connection with the forthcoming production
of the television series (the "Series") for PBS entitled DOOLEY (the "Property")
with respect to certain merchandising and licensing rights.

1.     LICENSE:

       (a)    Grant of License: Grantor grants to Distributor for the term of
this Agreement, subject to the terms and conditions herein contained, and
Distributor hereby accepts, the exclusive right, license and privilege to market
and exploit the merchandising and licensing rights in and to the Property (the
"M&L Property Rights"), including the names, characters, artists' portrayal of
characters, likenesses and visual representations as included in the Property
solely and only in connection with the procurement of licensing agreements with
third parties for the manufacture, advertising, distribution and sale of certain
articles ("Licensed Product") as shall be pre-approved by Grantor from
time-to-time as described below under the terms and conditions stated herein.
Distributor agrees that it will not utilize the Property in any manner not
specifically authorized by this Agreement.

       (b)    Grant Exceptions: The M&L Property Rights granted to Distributor
hereunder are limited solely to the specific rights referred to in subparagraph
(a) above, with all other rights of every kind and nature being reserved by
Grantor. Distributor's M&L Property Rights do not include the rights granted to
Time Warner Entertainment Company, L.P. ("WB Toys") under an agreement dated
January 1, 1999 between Grantor's predecessor-in-interest, Lightpoint
Entertainment, Inc. and WB Toys, a copy of which has been provided to
Distributor, receipt of which is hereby acknowledged; nor for on-site sales in
themes parks owned or controlled by The Walt Disney Company ("Disney") or
Universal Studios ("Universal"), or for Grantor's promotional purposes.
Distributor acknowledges that M&L Property Rights have previously been granted
in Asia (the "Asian agreement") and Distributor's rights hereunder are subject
to such Asian agreement, a copy of which has been provided to Distributor,
receipt of which is hereby acknowledged. Distributor further acknowledges that
Grantor reserves the right to dispute the terms and conditions of the Asian
agreement and that, if such agreement is modified, Distributor shall then
succeed to such modified rights in Asia, which rights shall be subject to all
other terms and conditions of this agreement. Grantor hereby reserves for itself
all premium rights in the Property. For purposes of this Agreement, premium
rights shall mean use of the Property in such manner as to identify it with a
particular product or service other than the Licensed Products.


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                                      -2-


2.     TERRITORY: The license hereby granted extends the world, subject to the
limitations as described above in paragraph 1(b).

3.     LICENSE PERIOD (THE "TERM"): The License granted hereunder shall continue
for five (5) years commencing on July 1, 1999 and expiring on June 30, 2004,
including all rights granted by Distributor to Distributor's sub-distributors
and sub-agents, and all of their respective licensees. Thereafter, Distributor's
M&L Property Rights shall terminate unless extended by mutual written agreement
between the parties hereto. Upon termination of this Agreement and so long as
Distributor has fully performed all of its obligations hereunder, Distributor
shall maintain a thirty-day right of first negotiation to offer terms in writing
to Grantor to extend this Agreement Term, during which thirty-day period Grantor
shall not accept third party offers to distribute the Property rights as
described herein. Grantor shall consider any such offer made by Distributor in
good faith, but shall not be obligated to accept such offer. If the parties are
unable to agree on the terms of such extention and so long as Distributor makes
such an offer within the thirty-day time period, Distributor shall have the last
right of refusal to match any third party offer received by Distributor within
ninety (90) days from the date of expiration of the Term of this Agreement.
Distributor's right of last refusal shall in no event exceed six (6) months from
the date of expiration of the Term of this Agreement.

4.     EXCLUSION: Anything in this Agreement to the contrary notwithstanding,
Distributor's rights hereunder shall not include the right to, and Distributor
hereby warrants that it will not, use the Property for any endorsement,
including but not limited to the Licensed Product(s).

5.     DISTRIBUTION FEES/EXPENSES: Distributor shall be entitled to a fee equal
to twenty-five percent (25)% of the Gross Receipts derived from any and all
sources, under licenses granted by Distributor or Distributor's sub-distributors
and sub-agents in the following territories: United States of America, Canada,
Puerto Rico, Guam, and the US Virgin Islands (i.e., the total, aggregate
distribution fees from said territories shall be 25%); and Distributor's fee
derived from the balance of the territories of the World, shall equal to fifteen
percent (15)% of Gross Receipts paid by Distributor's sub-distributors and
sub-agents, so long as no such sub-distributor's or sub-agent's fee shall exceed
thirty percent (30%) of such Gross Receipts. Distributor, and its
sub-distributors and sub-agents shall pay all of their own expenses and no
expenses from the Distributor, or from its sub-distributors or sub-agents
whatsoever shall be charged back to Grantor. The term "Gross Receipts" as
applied in this Agreement shall not include proceeds of any kind derived by
Grantor under the agreement with WB Toys, or from any other exploitation of the
Property by Grantor.

6.     LOCK BOX ACCOUNT: As a material inducement to Grantor to enter into this
agreement, the parties hereby agree to establish a lock box account, with a
mutually accept-


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                                      -3-


able bank, with all Gross Receipts to be paid directly into such lock box
account. The parties shall issue written instructions from time to time as
described herein to the designated bank to make disbursements of such proceeds
to Grantor and Distributor according to the terms of this Agreement. It is of
the essence of this agreement that Distributor shall direct all of its licensees
hereunder, and shall instruct and direct all of its sub-distributors and
sub-agents to remit all monies payable with respect to the Property directly
into such lock-box account.

With respect to monies derived by Grantor under the WB Toys agreement, Grantor
agrees to provide WB Toys with an assignment of proceeds, under which WB Toys
shall be directed to remit 12.5% of all monies payable to Grantor or to
Grantor's predecessor-in-interest, Lightpoint Entertainment, Inc. under such
agreement directly to Distributor; and the balance of 87.5% shall be paid
directly to Grantor.

7.     PERIODIC STATEMENTS: In addition to the deposit requirements described
inparagraph 6, above, within thirty (30) days after the initial shipment of any
Licensed Products covered by this Agreement, Distributor shall furnish to
Grantor complete and accurate statements, on a monthly basis certified to be
accurate by Distributor or its subdistributors, showing the number, description
and sales price of the Licensed Products distributed and or sold by Distributor
during the preceding month, including a statement of any returns made during the
preceding month.

Such statements shall be furnished to Grantor whether or not any of the Licensed
Products have been sold during the month for which such statements are due.

8.     BOOKS AND RECORDS: Distributor agrees to keep accurate books of account
and records covering all transactions relating to the License hereby granted and
Grantor and its duly authorized representatives shall have the right upon
reasonable advance notice to an examination of said books of account and records
and of all other documents and material, whether in the possession or under the
control of Distributor or otherwise, with respect to the subject matter and the
terms of this Agreement and shall have free and full access thereto for said
purpose of making extracts and or copies therefrom. All books of account and
records shall be kept available for at least five (5) years after the expiration
or termination of this License, and Distributor agrees to permit inspection
thereof by Grantor during such five (5) year period as well. The receipt or
acceptance by Grantor of any of the statements furnished pursuant to this
Agreement or of any Gross Receipts deposited hereunder (or the cashing of any
checks from deposits made hereunder) shall not preclude Grantor from questioning
the correctness thereof at any time prior to the date five (5) years after the
conclusion of the term of this Agreement, and if any inconsistencies or mistakes
are discovered in such statements or payments, they shall immediately be
rectified and the appropriate payments deposited by Distributor. Payment shall
be made in United States funds. Domestic taxes payable in the Licensed Territory
shall be Distributor's responsibility. If any such examination shows an
un-

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                                      -4-


der-reporting and/or deposit in excess of five percent (5%) of the total amount
reported and or deposited for any twelve (12) month period and if that
underpayment is acknowledged by Distributor or is affirmed by litigation or
arbitration, then Distributor shall pay the costs of such examination and/or
litigation, including, without limitation, reasonable attorneys' fees and costs
with respect thereto.

       (a)    Copyright and Trademark Notices: Distributor shall cause to be
imprinted irremovably and legibly on all Licensed Products and on at least the
principal face of all packaging, enclosure materials and advertising materials
for the Licensed Products the complete copyright and trademark notice(s) as
designated by Grantor.

       (b)    Copyright Samples, Approval and Registration:

              (i)    Prior to the production of any particular Licensed Product
       or of any packaging, enclosure, promotion and advertising therefor,
       Distributor shall deliver, at Distributor's expense, to Grantor the
       following:

              (ii)   a complete set of art work and sketches and actual samples,
       if available of the applicable Licensed Product;

              (iii)  its packaging, enclosures, promotional materials and
       advertising; for Grantor's written approval of the copyright and
       trademark form and of the manner and style of use of the Property. Once
       Grantor approves the trademark or copyright notice, Distributor will not
       deviate from the Grantor-approved notice. Distributor shall make such
       deliveries to Grantor each time a new Licensed Product, packaging,
       enclosure, promotion or advertising is to be produced. Public sale and
       distribution will not be made until Grantor's approval pursuant to this
       Subclause 8(b)(iii) is received. Promptly after the first public sale or
       distribution, Distributor shall deliver, at Distributor's expense, five
       (5) complete of each Licensed Product, packaging, enclosure, promotion
       and advertising for copyright and trademark registration at Grantor's
       discretion and expense; however, Grantor has no obligation to obtain such
       registration(s). Distributor will advise Grantor in writing of the date
       of first public sale and distribution. Copyrights and trademarks in all
       such material shall be owned by Grantor.

9.     GRANTOR'S APPROVAL OF LICENSED PRODUCTS, ADVERTISING, CONTAINERS,
MATERIALS, ETC.: 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 Grantor prior to licensing for distribution and sale thereof
by Distributor. 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 Li-


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                                      -5-


censed Products shall be submitted by Distributor to Grantor for express written
approval prior to use by Distributor. Such approval may be granted or withheld
as Grantor in its sole discretion may determine. Distributor shall, before
selling or distributing any of the Licensed Products, furnish to Grantor free of
cost, for its express written approval, three (3) prototype samples of (a) each
Licensed Product, (b) each type of carton, container, packing and wrapping
material used with each Licensed Product, (c) each and every tag, label, imprint
or other device used in connection with any Licensed Product, and (d) all
advertising, story board, script, promotional or display material bearing the
Property and/or Licensed Products. Said samples shall be sent to Grantor by
means permitting certification of receipt at the mailing address stated in the
notice clause herein. After samples have been approved pursuant to this clause,
Distributor shall not depart therefrom in any respect without the express prior
written approval of Grantor. The prototypes shall conform to the requirements of
Clause 8.

Distributor hereby agrees to comply with the merchandising consultation rights
granted to South Carolina Educational Communications, Inc. ("SCEC") under an
agreement dated as of September 25, 1997 between SCEC and Lightpoint
Entertainment, Inc., a copy of which has been provided to Distributor, receipt
of which is hereby acknowledged.

10.    PROTECTION OF GRANTOR'S RIGHTS AND INTERESTS: Grantor and Distributor
agree that Distributor's utilization of the Property upon or in connection with
the manufacture, distribution and sale of the Licensed Products is conditioned
upon Grantor's protection of its rights and obtaining the goodwill resulting
from such use. Distributor agrees to protect Grantor's rights and goodwill as
set forth in this Agreement.

       (a)    Good Will and Protection:

              (i)    Distributor recognizes the great value of the publicity and
       goodwill associated with the Property and, in such connection,
       acknowledges that such goodwill exclusively belongs to Grantor and that
       the Property has acquired a secondary meaning in the mind of the
       purchasing public. Distributor 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 Distributor,
       shall be and will remain the exclusive property of Grantor and the same
       shall be and will remain a part of the Property under the terms and
       conditions of this Agreement.

              (ii)   Distributor shall assist Grantor and or Grantor's
       authorized agents to all reasonable extent requested by Grantor in
       obtaining and maintaining in Grantor's name any and all available
       protection of Grantor's rights in and to the Property; specifically,
       Distributor agrees to sign documents, give testimony, provide exhibits,
       provide facts and otherwise cooperate with Grantor and its agents in
       obtaining registrations, assignments, certificates and


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                                      -6-


       the like evidencing Grantor's rights in the Property. Pursuant to the
       foregoing, Distributor shall assign over to Grantor, at Grantor's
       request, formal and absolute title subject to the License granted herein,
       to any protectable new version, variation, revision, arrangement of
       compilation of the Property, ownership of which shall be absolute in
       Grantor.

              (iii)  Grantor 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
       Distributor as a party in such suit. Distributor shall notify Grantor in
       writing of any activities which Distributor believes to be infringements
       or utilization by others of the Property or articles of the same general
       class as the Licensed Products, or otherwise. Grantor 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.
       Distributor shall not institute any suit or take any action with respect
       to any such infringement or imitation without first obtaining the written
       consent of Grantor to do so.

       (b)    Indemnification By Distributor: For purposes of this Subclause
10(b) "Indemnified Parties" refer to Grantor, and (name of copyright owner if
other than Grantor), their parents, subsidiaries and affiliates, and
co-producers and co-venturers of Grantor and (name of copyright owner if other
than Grantor ) and the performers and other personnel in or associated with the
Property and Licensees of rights relating to the Property, and the person or
firm whose rights are being licensed hereunder and, where applicable, sponsors
of the Property and their respective advertising agencies, and officers,
directors, employees and agents of each of the foregoing and all persons
connected with and or employed by them and each of them.

       Except for the rights licensed hereunder by Grantor to Distributor,
Distributor hereby indemnifies and shall hold harmless the Indemnified Parties
and each of them from and against the costs and expenses of any and all claims,
demands, causes of action and judgments arising out of the unauthorized use of
any patent, process, method or device or out of infringement of any copyright,
trade name, patent or libel or invasion of the right of privacy, publicity, or
other property right, or failure to perform, or any defect in or use of the
Licensed Products, the infringement or breach of any other personal or property
right of any person, firm or corporation by Distributor, its officers,
employees, agents or anyone, directly or indirectly, acting by, through, on
behalf of, pursuant to contractual or any other relationship with Distributor in
connection with the preparation, manufacture, distribution, advertising,
promotion and or sale of the Licensed Products and or any material relating
thereto and or naming or referring to any performers, personnel, marks and or
elements. With respect to the foregoing


<PAGE>
                                      -7-


indemnity, Distributor shall defend and hold harmless Indemnified Parties and
each of them at no cost or expense to them whatsoever, including but not limited
to attorneys' fees and court costs. Grantor shall have the right but not the
obligation to defend any such action or proceeding with attorneys of its own
selection.

       (c)    Product Liability Insurance and Advertiser's Liability Insurance:
Distributor shall obtain or cause its subdistributors and licensees to obtain
and maintain at its sole cost and expense throughout the term standard Product
Liability Insurance and Advertiser's Liability Insurance, the form of which must
be acceptable to Grantor, from a qualified insurance company licensed to do
business in the State of Florida, naming Grantor and each and all the
Indemnified Parties described in Subclause 10(b) above as additional named
insureds, which policy shall provide protection against any and all claims,
demands and causes of action arising out of any defects or failures to perform,
alleged or otherwise, in the Licensed Products or any material used in
connection therewith or any use thereof. The amount of coverage shall be a
minimum of One Million Dollars ($1,000,000) combined single limit for each
single occurrence for bodily injury and One Hundred Thousand Dollars ($100,000)
for property damage on the Product Liability Insurance and minimums of Five
Hundred Thousand Dollars\One Million Dollars ($500,000\$1,000,000) on the
Advertiser's Liability Insurance. The policy shall provide for thirty (30) days'
notice to Distributor and Grantor from the insurer by Registered Mail, return
receipt requested, in the event of any modification, cancellation or
termination. Distributor agrees to furnish Grantor a certified copy of the
policy providing such coverage within thirty (30) days after the date of this
Agreement and in no event shall Distributor manufacture, distribute or sell the
Licensed Products prior to receipt by Grantor of such evidence of insurance.

       (d)    No Grantor Warranty: Grantor makes no warranty or representation
as to the amount of Gross Receipts the Distributor will derive hereunder.
Grantor makes no warranty or representation concerning the quality of the
Property or that production of the Property will be completed or that the
Property will be released. Grantor shall not be under any obligation whatsoever
to continue the distribution of the Property or to continue to use any element
of the Property. If the Property is not completed, and release thereof not
commenced in the United States within one (1) year after the date of this
Agreement, by reason of fire, earthquake, labor dispute, lockout, strike, act of
God or public enemy, any local, state, federal, national or international law,
governmental order or regulation, or any other cause beyond Grantor's control,
including but not limited to the death, illness or incapacity of the director or
of any principal member of the cast of the Property, this Agreement shall
terminate at the expiration of said one (1) year period and Grantor shall have
no obligations whatsoever to Distributor.

11.    SPECIFIC UNDERTAKINGS OF THE PARTIES:


<PAGE>
                                      -8-


       (a)    Grantor 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, likenesses and visual representations as included in the Property
and to grant, the rights to the Property granted Distributor in this agreement.

       (b)    Distributor warrants, represents and agrees that:

              (i)    it will manage the licensing process on a day-to-day basis
       including, but not limited to, supplying approved art work and style
       guides, supervising the approvals process working directly with Grantor's
       designated representatives, it make reasonable visits to retail
       locations, licensees and potential licenses and that is will attend the
       licensing shows and conventions reasonably necessary to fulfill its
       obligations to Grantor hereunder;

              (ii)   it will not dispute the title of Grantor in and to the
       Property or any copyright or trademark pertaining thereto, nor will it
       attack the validity of the License granted hereunder.

              (iii)  it will not harm, misuse or bring into dispute the Property
       or any part thereof;

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

              (v)    it will not create any expenses chargeable to Grantor;

              (vi)   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 Grantor.

              (vii)  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 articles
       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 Distributor shall be of high standard and at


<PAGE>
                                      -9-

       the best advantage of the Property and that the same shall in no manner
       reflect adversely upon the good name of Grantor, or the Property.

12.    TERMINATION

       (a)    If Distributor files a petition in bankruptcy or is adjudicated a
bankrupt or if a petition in bankruptcy is filed against Grantor or if
Distributor becomes insolvent or makes an assignment for the benefit of its
creditors or an arrangement pursuant to any bankruptcy law or if Distributor
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 Distributor shall violate any of its obligations or conditions
under the terms of this Agreement, Grantor shall have the right to terminate the
License herein granted upon fourteen days' notice in writing, and such notice of
termination shall become effective, unless Distributor shall completely remedy
the violation and satisfy Grantor 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 Subclauses 12(a) or 12(b), all Gross Receipts theretofore
accrued shall become due and payable immediately to the depository and Grantor
shall not be obligated to reimburse Distributor for any payment theretofore paid
by Distributor to Grantor.

13.    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, Distributor shall deliver to Grantor a statement indicating the
number and description of Licensed Products which Distributor 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 Grantor 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.

14.    EFFECT OF TERMINATION OR EXPIRATION: Upon expiration of the License
granted hereunder or the earlier termination thereof, all rights granted to
Distributor hereunder shall forthwith revert to Grantor, and Distributor
thereafter, directly or indirectly, shall not use or refer to the Property or
any name, character, trademark or designation which in Grantor's reasonable
opinion is similar to the Property, in connection with the manufacture, sale or
distribution of products of the Distributor. Distributor shall upon the
expiration or termination turn over to Grantor all molds and other materials
which reproduce the Licensed Products, or give Grantor satisfactory evidence of
their destruction.


<PAGE>
                                      -10-



       Distributor hereby agrees that at the expiration or termination of this
Agreement for any reason, Distributor will be deemed automatically to have
assigned, transferred and conveyed to Grantor 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 Distributor or
which may have vested in Distributor in pursuance of any endeavors covered
hereby. Distributor will execute, and hereby irrevocably appoints Grantor its
attorney-in-fact (acknowledging that such power is coupled with an interest) to
execute, if Distributor fails or refuses to do so, any instruments requested by
Grantor 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, Grantor 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.

15.    REMEDIES OF GRANTOR:

       (a)    Distributor acknowledges that the failure of the Distributor 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 Distributor to fulfill its obligations
specified as described in this Agreement, will result in immediate and
irremediable damage to Grantor and to the rights of any other licensee of the
Property. Distributor acknowledges that Grantor 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, Grantor 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.

       (b)    If Grantor uses any remedy afforded by this Clause, Grantor 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.

16.    FORCE MAJEURE: Distributor 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
Distributor render performance by Distributor hereunder impossible. The release
of obligations under this Clause shall be limited to a delay in time for
Distributor 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, Grantor
shall have the absolute right to terminate this Agreement upon fourteen days'
notice in writing. Such notice of termination shall become effective if Grantor
does not completely remedy the violation within the same fourteen day period and
satisfy Grantor that such failure has been remedied.


<PAGE>
                                      -11-


17.    RESERVATION OF RIGHTS: Grantor reserves all rights pertaining to the
Property, except as specifically granted herein to Distributor.

18.    NOTICES:

(a)      ALL NOTICES TO BE given to the parties shall be as follows:

If to Grantor:

                           Victory Distribution, Inc.
                          1000 Universal Studios Plaza
                                  Building 22A
                                Orlando, FL 32819

If to Distributor:

                           Stalwart Productions, Inc.
                           Naval Training Center (NTC)
                                  San Diego, CA

or at such other address as Grantor or Distributor 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 delivered to a telegraph office, all charges prepaid, except that
notices of change of address shall be effective only after the actual receipt
thereof.

19.    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.
Grantor makes no warranties to Distributor except those specifically expressed
herein.

20.    NO PARTNERSHIP, ETC.: This Agreement does not constitute and shall not be
construed as constituting an agency, a partnership or joint venture between
Grantor and Distributor. Neither party hereto shall hold itself out contrary to
the terms of this Clause, and neither Grantor nor Distributor 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 Grantor in writing to such third party.


<PAGE>
                                      -12-


21.    AGREEMENT SUBJECT TO THIRD PARTY MATTERS: Distributor hereby acknowledges
and agrees that Grantor does not represent the entity, Lightpoint Entertainment,
Inc., ("Lightpoint") in connection with this Agreement, but that the obligations
of Grantor under this Agreement shall be subject to contingent upon the
resolution of any outstanding claims or disputes between Grantor, Susan
Notarides and Lightpoint.

22.    NON-ASSIGNABILITY: The license granted hereunder is and shall be personal
to Distributor, and shall not be assignable by any act of Distributor or by
operation of law. Distributor shall not have Licensed Products manufactured for
Distributor by a third party unless Distributor first obtains Grantor's approval
in writing and unless the third party enters into an agreement with Grantor not
to supply Licensed Products to anyone other than Distributor. Any attempt by
Distributor to grant sub-licenses or to assign or part with possession or
control of the License granted hereunder or any of Distributor's rights
hereunder without Grantor's prior written approval shall constitute a material
breach of this Agreement. Grantor shall have the right to assign this Agreement,
in which event Grantor shall be relieved of any and all obligations hereunder,
provided such assignee shall assume this Agreement and all rights and
obligations hereunder in writing.

23.    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.

24.    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
terns or provisions hereof shall be binding upon either party hereto unless
confirmed by a written instrument signed by Distributor and Grantor. No waiver
by Grantor or Distributor of any term or provision of this contract or of any
default hereunder shall affect the other's respective rights thereafter to
enforce such terrn 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 Grantor and countersigned by a duly
authorized officer of Distributor.


<PAGE>
                                      -13-


ACCEPTED AND AGREED:

VICTORY DISTRIBUTION, INC.                     STALWART PRODUCTIONS, INC.
"GRANTOR"                                      "DISTRIBUTOR"

By:                                            By:
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Its:                                           Its:
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