<PAGE>

                                                                   Exhibit 10.25

                           VICTORY DISTRIBUTION, INC.
                                LICENSE AGREEMENT

                  THIS AGREEMENT, dated as of May 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
StarBound Entertainment ("StarBound") with its principal office at 172 Chapin
Road, New Castle, PA 16105 (the "Licensee"), as follows:

                  WHEREAS, VDI controls copyrights, trademark rights, and other
proprietary rights in and to the television program known as DOOLEY AND PALLS 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 as 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.

                  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:

                  2. DISTRIBUTION. All markets.

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

                  4. TERRITORY. United States and its territories 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:

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                                      -2-


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

                  (b) Royalties in an amount equal to **** percent (****%) of
the Gross.

All amounts and Royalty Statements due VDI under this Agreement shall be
remitted by the

                           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 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

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

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                                      -3-


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 Products 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 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 Licensed Products is conditioned upon
protection of VDI's rights and obtaining 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.

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                                      -4-


                           (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 indemnity VDI
during and after the Term hereof against all claims, liabilities (including
settlements entered into in good faith with VDI's consent, not to be
unreasonably withheld) and expenses (including reasonable 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

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 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.

                  (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 licensee's consent, not to be
unreasonably withheld) and expenses (including reasonable attorneys' 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.

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                                      -5-


                  (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;

                           (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; and

                           (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 stan-

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                                      -6-


dard 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 in 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 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 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.

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                                      -7-


                  (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 rights 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 a "authors" of such "new works." At VDI's request, the License agrees to
furnish VDI with full information concerning the creation of "new works" and
with copies of assignments of rights obtained from other parties.

                  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.

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                                      -8-


                  (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 he Internal Revenue Code of 1986, as
amended, the Licensee may deduct the amount of such withholding tax from the
royalties paid to VDI under their 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.

                  (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

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                                      -9-


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 fuly
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 for
any quarterly accounting period exceeds, by 5% or more, the royalties actually
accounted for and 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

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


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                                      -10-


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 its 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 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 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 the 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

<PAGE>
                                      -11-


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 of 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 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.

                  (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.

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                                      -12-


                  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 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
                               1338 Yale Street #E
                         Santa Monica, California 90404

                  If to Licensee:

                             StarBound Entertainment
                                Atten: Toni McKay
                                 172 Chapin Road
                              New Castle, PA 16105

xxxor 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 Re-

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                                      -13-


turn 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.

                  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, construc-

<PAGE>
                                      -14-


tion, 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.

<PAGE>
                                      -15-


ACCEPTED AND AGREED


VICTORY DISTRIBUTION, INC.                          STARBOUND ENTERTAINMENT
"VDI"                                               "LICENSEE"

By:                                                 By:
   --------------------------                          -------------------------
Its:                                                Its:
    -------------------------                           ------------------------
Dated:                                              Dated:
      -----------------------                             ----------------------