EXHIBIT 10.07

                                LICENSE AGREEMENT


         THIS LICENSE AGREEMENT, made and entered into this 10th day of October
1997 by and between Spalding Sports Worldwide, a division of Spalding & Evenflo
Companies Inc., a corporation organized and existing under the laws of the State
of Delaware, and having its principal place of business at 601 South Harbour
Island, Blvd., Suite 200, Tampa, Florida 33602-3141 (hereinafter refer-red to as
"Spalding") and Dynamic International Ltd., a corporation organized and existing
under the laws of Nevada, and having its principal place of business at 58
Second Avenue, Brooklyn, New York 11215 (hereinafter referred to as "Company").

Section 1. 1: Articles

The term "Articles" shall mean the following items bearing or used in
conjunction with the Trademark: Conventional hand held exercise products. The
Spalding product line must adhere to the product principles in Exhibit A.

Section 1.2: Territory

         The term "Territory" shall mean: United States and all its possessions
and all U.S. military posts worldwide.

Section 1.3: Trademark

         The term "Trademark" shall mean the trademark Spalding as represented
in the attached Exhibit B: Use: of Trademark shall be only as permitted in the
most current Spalding Identity Manual.

Section 1.4: Net Sales Price

         As used herein, the term "Net Sales Price" shall mean the invoice price
charged for Articles sold and shipped by Company to the retail trade, less
allowances, co-op advertising, freight out to customers not billed back by
Company, returns, quantity discounts, trade and cash discounts, and taxes;
provided, however, that in the case of Articles sold by Company to any other
individual, corporation, partnership or association which in the opinion of
Spalding is so closely allied to Company as to prevent arms length bargaining,
the Net Sales Price shall be deemed to be the Net Sales Price charged by Company
for similar articles sold in the same period to similar customers not so closely
allied, If there are no such other sales, then the Net Sales Price shall be the
Net Sales Price of such related customers of Company to its customers. In
computing Net Sales, no direct or indirect expenses or costs incurred in
manufacturing, selling, distributing, or advertising Articles shall be deducted
except as noted above, nor shall any deduction be made for uncollected accounts.

Section 1.5: Effective Date



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         The term "Effective Date" of this Agreement shall be October 1, 1997.

Section 2. 1: Grant

        Spalding hereby grants to Company the exclusive right and license to
utilize the Trademark solely upon and in conjunction with the sale and
distribution of Articles in the Territory, subject however to the restrictions
and conditions hereinafter set forth. Spalding maintains the right to separately
market a unique sport specific hand held exercise product in authentic sports
channels. Spalding hereby gives Company the Right of First Refusal (the "Right")
in the event Spalding anticipates entering into a third party agreement for the
license of such goods. Upon receipt of such third party offer or proposal,
Spalding shall promptly notify Company and provide Company with a copy of any
written proposal or memoranda regarding the proposed offer. To exercise the
I;Light, Company must then reply within ten (10) days of its receipt of such
notice and agree to compensate Spalding for the license of the goods in an
amount at least equal to the terms proposed by the third party. Failure to
exercise the Right within ten (10) days of receipt of the notification, shall
release Spalding from any further duty to Company under this Section. Nothing
contained in this Section shall result in the imposition or creation of any
liability or constitute a breach hereunder in the event Spalding inadvertently
fails to provide Company with such notification. Company acknowledges Spalding's
exclusive rights in the Trademark and agrees that it will use the same only so
long as and only in the manner authorized by this Agreement. The license granted
herein does not include the right to sublicense the use of the trademark.

        Company shall be permitted to have the Articles manufactured solely for
it by a third party upon the prior written approval of Spalding, provided and
upon the express condition that prior to the commencement of such manufacture,
said third party shall duly execute and deliver to Spalding a letter in form and
content as attached hereto as Exhibit C. Company agrees that the utilization of
such a manufacturer shall not in any way reduce its obligations to Spalding
under this Agreement, including but not limited to the quality control and
trademark notice provisions of this Agreement. Any default by said manufacturer
of said letter or the obligations referenced therein shall constitute of this
Agreement by Company.

Section 3. 1: Term

        The Term of this Agreement shall be from the Effective Date to September
30, 1999. Company shall have the option of renewing this Agreement for an
additional two year period upon Spalding earning and receiving on Company's
actual net sales the minimum royalties as set forth in Exhibit D for the year
ended September 30, 1999 and further provided that as of July 31, 1999, Spalding
has earned and received on Company's actual net sales seventy-five percent (75%)
of the above referenced minimum to royalties for the year ended September 30,
1999, provided this' agreement has not been terminated in accordance with its
provisions.

        In the event Company exercises its right to renew this Agreement
pursuant to the above, Company must so notify Spalding in writing at least
ninety (90) days prior to the date of expiration of this Agreement.


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Section 4. 1: Royalties Payable by Company

        For the rights granted to Company hereunder, Company shall pay Spalding
a royalty upon all shipments of all Articles. The rate of royalty shall be in
accordance with Exhibit D and levied on the Net Sales Price of said Articles.

         Royalty payments due from Company shall be determined on a quarterly
basis, commencing on the Effective Date. Such royalties will be paid by Company
within twenty-five (25) days following the end of each quarter on all Articles
sold and shipped by Company during said quarter, in accordance with Exhibit E,
accompanied by a complete written report in form and content as shall be
specified by Spalding from time to time.

         On September 15 of each contractual year, Company shall pre-pay to
Spalding an estimate of the' royalties that Company reasonably expects to be due
for July/September shipments. The following October 25 Company will report to
Spalding its actual earned royalties during the July/September period and if
actual royalties due Spalding are greater than the estimated amount paid to
Spalding on September 15, then Company will pay the difference to Spalding with
its October 25 statement. If the estimate. was greater than actual royalties,
Spalding will credit the difference to the following quarterly royalties due it.

         All royalty payments to be made hereunder by Company shall be paid to
Spalding in United States dollars into an account as and where designated by
Spalding from time to time.

         All royalty payments shall be paid without any deduction, set-off or
counterclaim whatsoever. The termination of this Agreement shall not discharge
or release Company from liabilities and responsibility accruing prior to such
termination, including, but not limited to, the payment of royalties in
accordance with this Agreement. Nothing in this Section shall prejudice the
rights of action or remedies which Spalding might otherwise have in connection
with the enforcement or breach of this Agreement.

Section 4.2: Minimum Royalty

    Company agrees to pay Spalding a nonrefundable minimum royalty in accordance
with the schedule of Exhibit D.

    Commencing on the effective date of this Agreement, and on or before the
25th day of the first month of each quarter of each year (October 25, January
25, April 25, July 25) Company shall pay Spalding twenty five percent (25%) of
the total annual minimum royalty. However if during the course of a particular
year Company's total royalty payments to Spalding (earned and minimum royalties)
exceed the total minimum royalty for that year, then only earned royalties shall
be paid to Spalding by Company during the balance of that year (see Exhibit E).

    If the shipments in any specified one-year period are not sufficient to
provide royalties equal to the minimum royalty, credit for the excess of the
minimum royalty over the actual earned royalty shall not be carried forward into
the next period.

Section 4.3: Royalty-Records And Audits

    Company shall keep full and accurate records showing the number, Net Sales
Price, and date of


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shipment or other transfer of all Articles shipped or otherwise transferred by 
Company.

    With each royalty payment, Company shall furnish Spalding a report signed by
a responsible official of Company showing the number and Net Sales of Articles
first shipped during the period covered by the report, and such other
information and detail as shall be requested by Spalding from time to time.

    Company shall make its records available for inspection, at reasonable
intervals, upon written request, at Company's place of business during normal
business hours, and on a confidential basis, by Delaitte & Touche, or other
certified public accountant appointed by Spalding or a Spalding financial
employee and at Spaiding's sole expense except as qualified below, who shall
certify to Spalding their opinion of the amount of royalties due for the period
examined, gross and net sales (including itemized deductions), promotional
spending (measured media, point-of-sale, free goods, promotions), reduced margin
goods and current inventory levels.

    The findings and ' opinion of said certified public accountant shall be
conclusively binding upon the Company., If the audit shows an underreporting or
under-payment of more than five (50%) percent of royalties for any year, then
the Company shall reimburse Spalding for the cost of the audit.- Such remedy
shall be in addition to Spalding's other remedies under this Agreement,
including termination.

    Any adjustments requiring additional payments to Spalding as a result of the
audits will accrue interest from the date originally due at one and one-half
percent (1-1/2%) per month or the highest lawful rate, whichever is lower.


Section 5. 1: Company Relationships

    Company represents and warrants that it will not enter into any other
license or distribution arrangement with the major sports brands listed below in
the Territory competitive with the Articles.

    Company also represents and warrants that it will not enter or establish a
business directly competitive with Spalding's core businesses (golf, team
sports, or court sports) without prior written consent of Spalding during the
term of this Agreement or during the one-year period subsequent to any
termination of this Agreement.

          - Wilson                        - Prince                  - Nike
          - Rawlings                      - Dunlop                  - Reebok
          - MacGregor                     - Titleist




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             Section 5.2: Diligence

    If in any one-year period during the original term of this Agreement, or in
any renewal period, Spalding does not earn and receive royalties on Company's
sale of Articles equal to the minimum royalties as set forth in Exhibit D, then
Spalding, at its sole discretion, may terminate this Agreement upon notice given
to Company, notwithstanding anything contained in this Agreement to the
contrary.

    Company will exercise all possible efforts to exploit and to promote, at its
own expense, the sale and the use of all Articles in the Territory, and to sell
the same as widely as possible and at the best price obtainable. Company will
continuously offer for sale all Articles and distribute to promptly meet orders
for all Articles.

Section 5.3: Marketing Plan

    No later than ninety (90) days after the Effective Date of this Agreement,
and no later than ninety (90) days prior to each annual anniversary of this
Agreement, the Company will provide Spalding in accordance with Section 8-3 a
written marketing plan and program for Company's activities with respect to each
category of Articles in the Territory for the coming year in form, content,
detail and substance acceptable to Spalding's sole discretion per the attached
Exhibit "F". Spalding shall notify Company in writing of its approval or
disapproval of said marketing plan within 14 days of its receipt and such
approval shall not be unreasonably withheld. But in the event of said
disapproval, Spalding shall have the right to terminate this Agreement for any
or all Articles and for any or all countries in the Territory upon the giving of
written notice to Company, notwithstanding anything contained in this Agreement
to the contrary unless the plan is modified by Company to cure the reason(s) for
disapproval within 30 days of receipt of Spalding's disapproval. Spalding may,
in its sole discretion, require as a part of said marketing plan and program
that Company, at its sole cost, appoint and continuously maintain one or more of
its executives acceptable to Spalding for the sole or primary purpose of
assuring Company's establishment of, and compliance with, said marketing plan
and program. Company shall diligently use its best efforts to comply with the
provisions of said approved marketing plan and program. Company agrees to attend
Spalding licensing meetings which will be held no more than four times a year.

Section 5.4.-  Customer Service

      Company acknowledges that the reputation and success of Spalding and the
Trademark are dependent on the excellence in levels of customer service.
Therefore, Company agrees to use best efforts to continuously provide customer
service on Spalding branded business at a high level of quality commensurate
with the excellence normally expected from a well-known, national brand company:
including, but not limited to, the following:

1.    Adequate levels of inventory to satisfy customer needs by consistently 
      shipping orders at a minimum of eighty percent (80%) complete;

2.    Timely schedules of shipment against customer requests by consistently 
      shipping ninety percent


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      (901/o) of customer orders within twenty (20) days of the due date; if the
      order was placed within lead times.

3.    A customer service representative whose principal function is to handle
      Spalding customer inquiries and who will consistently answer a minimum of
      ninety percent (90%) of customer/consumer inquiries within five (5)
      working days of receipt-,

4.   An 800 number for customer use.

Section 6. 1 - Licensed Articles Approval

      Company shall promptly submit to Spalding's representative first run
specimens of each Article on which the Trademark is used, together with written
specifications for each article in a form satisfactory to Spalding, and a
written request for approval of the specimen and specifications. Thereafter, at
Spalding's request, Company shall submit to Spalding for quality examination two
(2) samples of each of the Articles which are currently being marketed under the
Trademark. Company shall at the same time provide Spalding with results of
quality control testing against specifications in a form satisfactory to
Spalding. Further, at all times, Company's inventory shall be available to
Spalding for random quality control sampling with twenty-four (24) hours'
notice. Within fifteen (15) days after the receipt of the specimens and
specifications or samples, as the case may be, Spalding shall notify Company of
its approval or disapproval thereof, which approval shall not be unreasonably
withheld. The production runs of each of such approved Articles shall be in
accordance with agreed-upon production specifications. Any substantial or
continuing unrectified breach of the quality control provision of this Section
shall be grounds for termination.

Section 6.2: Advertising.  Packaging and Labeling

      The Company shall submit in writing to Spalding or its authorized
representative for its approval all advertising and packaging and other material
prepared by or for it, during conceptual stages before the same is used,
circulated or displayed. In the event that Spalding does not notify Company in
writing of its disapproval within fifteen (15) days of said submission, such
material shall be deemed to have been approved by Spalding. The foregoing
procedure shall also govern th@ approval of advertising, packaging, promotional
and other graphic material to be utilized in customer cooperative advertising.
Upon approval by Spalding, Company shall be free to utilize such material in its
approved form for the lesser of one (I ) year, or the termination of this
Agreement for any reason. Company shah be solely responsible for monitoring and
maintaining its customers' compliance with the approved material. In this
regard, Company shall submit to Spalding upon request suitable proof (i.e.,
"tear sheets") that said cooperative advertising material is being properly
utilized.

      Should the Company grant to a third party permission to publish or air the
Trademark, Company shall be responsible for ensuring compliance with the
aforementioned conditions.

      Company further agrees to furnish upon a reasonable request by Spalding,
samples of the Articles for use in any Spalding advertising or any other
Spalding, distributor or licensee advertising, promotion, and presentation at no
cost to Spalding for such purpose.

      Company shall annually expend to unrelated third par-ties two percent (2%)
of the Net Sales


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Price upon which royalties are based for advertising displays, promotional
material, and other advertising and co-op advertising of the Articles approved
by Spalding from time to time in writing. Company shall submit proof of such
expenditures as requested by Spalding.

      In addition, Company shall pay to Spalding one-half (1/2%) percent on the
net sales of Articles for the promotion of the Spalding brand. Funds are to be
used for a Spalding Corporate Campaign developed and executed solely by
Spalding, however, input for the Campaign will be gathered from licensees and
reasonable attempts will be made to include licensee's products. Payments will
be made as per Exhibit "E".


Section 6.3: Registration and Protection of Trademark

      Except as other-wise agreed in writing, in no event shall Company deviate
in any manner in its use of the Trademark from the form of the Trademark set
forth in the attached Exhibit B.

      Company agrees to cooperate fully and in good faith with Spalding for the
purpose of securing and preserving Spalding's right(s) in and to the Trademark.
If Spalding requests, Company shall, at Spalding's expense, file and prosecute
one or more applications for trademark registrations in the appropriate
office(s) or class(es) in the name of Spalding, or, if Spalding so requests in
writing, any other name designated by Spalding. It is agreed that nothing
contained in this Agreement shall be construed as an assignment or grant to
Company of any right, title or interest in or to the Trademark, it ' being
understood that all rights relating thereto are reserved by Spalding, except for
the license granted hereunder to Company. Company hereby agrees that upon
expiration or termination of this Agreement for any reason, Company will be
deemed automatically to have assigned, transferred and conveyed to Spalding any
and all copyrights, trademark or service mark rights, equities, goodwill, or
other fight, title or interest in and to the Trademark and any variation thereof
which may have been obtained by Company or which may have vested in Company in
pursuance of any endeavors covered hereby. Company will execute, and, hereby
irrevocably appoints Spalding its attorney-in-fact to execute, if Company
refuses to do so, any documents requested by Spalding to accomplish or confirm
the foregoing. All artwork and designs involving the Trademark, or any
reproduction thereof shall, notwithstanding their invention or use by Company,
be and remain the sole property of Spalding and Spalding shall be entitled to
use the same and to license the use of the same by others. Spalding shall have
the sole right to determine whether or not legal or other action shall be taken
to protect the Trademark, and Spalding shall have sole control over the form of
such action and any settlement of such disputes with third parties with respect
to such action. Company shall cooperate fully in the prosecution of any action
to protect the Trademark at Spalding's expense.

        Company agrees that it will not in any way register or use the Trademark
or any similar name alone or in conjunction with any other words as a tradename
or trademark, nor will the Trademark be used by Company in the name of any
corporation, partnership or other business entity.

Section 6.4: Trademark Notice

        Company agrees that its name and address must appear on the Articles or
packaging. Whenever the Trademark is used, there shall also be a notice of the
fact that the Trademark is owned


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as follows: "The Trademark is owned by Lisco Inc. a Spalding Company and is sold
under license from Spalding" or such other. notice as specified by Spalding from
time to time in form, size and location approved by Spalding in writing.

        Company agrees that as an essential condition hereof, it will cause the
foregoing appropriate notice or any other notice specified by Spalding to so
appear on each and every Article (either tag, label, imprint, or packaging) and
in all advertising prepared by or for Company. All shall be submitted by Company
to Spalding for its written approval prior to use by Company. Approval by
Spalding shall not constitute waiver of Spalding's rights or Company's duties
under any provision under this Agreement.


Section 6.5: Other Trademarks

        Company shall not place or use other trademarks, tradenames, designs,
logos or endorsements in conjunction with the Articles, except as specifically
authorized by Spalding in writing before the commencement of such use. In the
event of such authorized use, Company shall, at Spalding's option, assign said
other trademarks, designs, logos, or endorsements to Spalding upon termination
of this Agreement, and in the event of such assignment Company will execute and
deliver to Spalding any documents requested by Spalding necessary to effect such
assignment; except, however, nothing in paragraphs 6.3, 6.4 or elsewhere in the
agreement shall prevent or limit Company's use of the "Dynamic Classic", "Flex
Shop" or "Shape Shop" trademarks related logo or any variation thereof in
conjunction with the sales efforts for the Article hereunder, nor shall any
provision of this Agreement be construed to be a grant or obligation to grant by
Company of any right, title or interest in or to the "Dynamic Classic" "Flex
Shop" or "Shape Shop" trademarks related logo or any variation thereof to
Spalding by virtue of Company's performance under this Agreement.

Section 6.6: Goodwill

        Company recognizes the goodwill inherent in the Trademark and
acknowledges that the goodwill attached thereto belongs to Spalding and that
such Trademark has secondary meaning in the minds of the public. Company agrees
that it will not during the term of this Agreement or thereafter attack or
contest property rights of Spalding in and to the Trademark or attack or contest
the validity of the Trademark.

         In order to maintain said goodwill, Company will promptly and to the
satisfaction of Spalding resolve any consumer complaints that may arise from
time to time with regard to Articles or any promotion thereof.




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Section 6.7: Premium
      Company may not use Articles as prizes or in connection with contests
without prior written approval of Spalding. Company may not use the Trademark on
any Articles involved in any sweepstakes, lotteries, games of chance, or as a
premium except that Articles may be used in the promotion of or as a premium in
the sale of Articles.

Section 7. 1: Default and termination
      This Agreement may be terminated by either party upon default or breach of
warranties of the other party, by giving said other party written notice of
intention to so terminate, which notice shall specify the default or breach upon
which the notifying party intends to rely, and such termination shall become
effective thirty (30) days from the receipt of such notice provided such default
or breach is not rectified by the notified party within that time or a time
agreed upon by the par-ties in writing. Additionally, three (3) or more
rectified defaults and/or breaches of the warranties of this Agreement by
Company during any twelve (12) month period shall be grounds for immediate
termination of this Agreement by Spalding. Termination shall be without
prejudice to any rights, remedies or claims Spalding may otherwise have against
Company.

      The license herein granted shall terminate immediately if Company ceases
to do business, makes an assignment for the benefit of creditors, enters into a
composition, becomes insolvent, or if a petition in bankruptcy is filed and said
petition is not dismissed within thirty (30) days. Spalding shall have the right
to terminate this Agreement in the event of any substantial change in the
ownership, control, officership or management of Company. Company shall
immediately notify Spalding in writing of any of the events referenced in this
Section.

      Notwithstanding anything in this agreement or otherwise to the contrary,
in the event of Company's default, all unpaid royalties due on Company's actual
sales of articles shall become immediately due and payable, and all of the
minimum royalties specified in Section 4.2 and any exhibit hereto shall all
become immediately due and payable as liquidated damages, notwithstanding the
contract year otherwise specified for payment on such exhibit.

      Upon termination of this Agreement, all rights of Company to manufacture,
sell and dis tribute Articles shall cease, and all royalties on shipments
theretofore made shall become immediately due to Spalding, notwithstanding
anything herein to the contrary.

      Company understands that, in granting this license Spalding has relied u
on the information p provided in the Prospective Licensee Information Form
submitted by Company. if such form contains any material misstatements, Spalding
reserves the right to terminate this Agreement immediately.

Section 7.2: Inventory at Expiration or Termination

      Upon termination of this Agreement for any reason, Company shall
immediately discontinue manufacture, advertising, sale and distribution of
Articles or any use of the Trademark (including but not limited to advertising,
signs, letterheads, and packaging materials), except that if because of the
expiration of the term of this Agreement, and not because of Company's default
due to quality problems or non payment of royalties, then in such event Company
shall be permitted to sell or


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otherwise distribute its finished inventory of all Articles at the time of such
termination and such inventory as may be in the process of production, for a
period not to exceed two hundred seventy (270) days after termination of this
Agreement on a non exclusive basis, provided that Company pays all royalties and
submits all reports in connection with such sales as required under the terms of
this Agreement. Within thirty (30) days of receipt of notice of termination,
Company shall furnish Spalding with a written statement of the Articles in
inventory and in the process of production at that point in time and a marketing
plan for the disposal of said inventory.

Section 8.1: Indemnification

      Company shall be solely responsible for and agrees to indemnify Spalding,
its officers, directors, agents and employees, and to hold each of them harmless
from any claims, demands, causes of action or damages, including reasonable
attorneys fees, arising out of or in connection with the manufacture, sale,
distribution, advertising, promotion, labeling or use of Articles
notwithstanding any approval which may have been given by Spalding. Each party
will promptly notify the other of any such claim and shall keep the other fully
advised.

Section 8.2: -Insurance

      Company agrees that, throughout the term of this Agreement and for not
less than five (5) years following the termination of this Agreement, it will
maintain comprehensive general liability insurance, including blanket
contractual liability and personal injury liability, and insurance against
claims based upon products liability for the Articles and against other claims
covered by the indemnification provision of Section 8. 1, in an amount of not
less than Two Million Dollars ($2,000,000.00) combined single limit. Such
insurance shall be written on an occurrence policy form with an insurance
company with a current Best rating of A, XII or better. Company shall cause its
insurance policies to be in force from the Effective Date of this Agreement and
endorsed to include Spalding, its officers, directors, employees and agents as
additional insureds thereunder. Such endorsement shall stipulate that the
required coverages will not be reduced or cancelled without thirty (30) days
prior written notice to Spalding. Such endorsement shall also stipulate that it
is the primary coverage and any other insurance in force for the additional
insureds shall act as excess coverage only and shall not be required to
contribute in the payment of any claim made hereunder to the extent of the
limits of liability afforded by Company's insurance hereunder.

      Evidence of said coverage shall be supplied to Spalding within thirty (30)
days of the Effective Date of this Agreement. If Company faults to comply with
any insurance requirement, Spalding at its election may terminate this Agreement
without further notice. In the event Spalding at any time believes Company's
existing insurance coverage does not provide adequate protection, Spalding may,
in its sole but reasonable discretion, require Company to increase the amount of
coverage required hereunder to a level deemed adequate by Spalding.



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Section 8.3: Notice

All royalty reports and marketing plans and programs to Spalding provided for
herein shall be in writing and mailed to:

                                             SPALDING SPORTS WORLDWIDE a
                                 division of Spalding & Evenflo Companies, Inc.
                                                 425 Meadow Street
                                                   P.O. Box 901
                                              Chicopee, MA 01021-0901
                                            Attn: Vice President Licensing


 or to such other address as shall be designated by Spalding from time to time.

      All other notices, statements, and reports required or permitted to be
given under this Agreement shall be in writing and shall be by registered or
certified mail, return receipt requested, addressed to the party to whom such
notice is required to be given. All such notices shall be deemed to have been
given when mailed as evidenced by the postmark at the point of mailing.

        All notices to Spalding shall be addressed as follows:

                                             SPALDING SPORTS WORLDWIDE a
                                 division of Spalding & Evenflo Companies, Inc.
                                                 425 Meadow Street
                                                   P.O. Box 901
                                             Chicopee, MA. 01021-0901
                                            Attn: Vice President Licensing

         All notices to Company shall be addressed as follows:

                                            DYNAMIC INTERNATIONAL LTD.
                                                 58 Second Avenue
                                             Brooklyn, New York 11215
                                                  Attn: President

  or to such other address as shall be designated by Company from time to time.


Section 8.4:- Assignment

  This Agreement shall be binding upon successors and assigns of the parties
hereto; provided, however, that Company shall not delegate its duty of
performance or assign or other-wise alienate its rights or obligations under
this Agreement without first obtaining the written consent of Spalding,


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which granting or withholding of consent shall be in Spalding's sole discretion,
and any attempted delegation, assignment or alienation without such written
consent shall be a default of this Agreement.

Section 8.5: Confidential Information

  The parties agree to keep all confidential information so marked received in
accordance with this Agreement in confidence for the term of this Agreement.

Section 8.6: Governing Law

  This Agreement shall be interpreted in accordance with, and governed by the
laws of the State of Florida, United States of America.

Section 8.7 Captions

        The captions of the Articles and Sections of this Agreement are for
general information and reference only, and this Agreement shall not be
construed by reference to such captions.

Section 8.8: Independent Parties

        Nothing contained in this Agreement shall be construed to place the
parties in the relationship of legal representatives, partners or joint
ventures. Neither Spalding nor Company shall have any power to obligate or bind
the other in any manner whatsoever, other than as per this Agreement.


Section 8.9: Other

        Company hereby waives and releases Spalding from any liability or claim
resulting from or in any way relating to either Company's dealings or
relationships with its suppliers of, or customers for Articles, or relating to
the Articles themselves, including but not limited to delays or failure of
delivery, defective or incorrect merchandise, and payment or collection matters.
Company's obligations to Spalding under this Agreement are unconditional,
notwithstanding any claim or controversy which may arise.

        Company hereby waives and releases Spalding from any liability or claim
resulting from the termination of or expiration of this Agreement in accordance
with the provisions of the Agreement.

        Time shall be of the essence with respect to all of Company's
obligations and duties, all of which shall be performed and honored strictly in
accordance with the terms of this Agreement notwithstanding any prior,
continuing or subsequent course of dealing, custom, or usage in trade. Company
acknowledges and irrevocably agrees that its failure to utilize the Trademark
strictly in accordance with the terms of this Agreement, and to cease the
manufacture, sale and distribution of Articles, advertising material or the
Trademark at the termination or expiration of this Agreement, will result in
immediate and irreparable damages to Spalding and to the rights of any
subsequent


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licensee- Company acknowledges and admits that there is no adequate remedy at
law for such failure or breach; and that in the event of such failure or breach,
Spalding shall be entitled to seek equitable relief by way of temporary and
permanent injunctions, and such other further relief as any court with
jurisdiction may deem just and proper.

        Unless otherwise mutually agreed in writing, no departure from, waiver
of, omission to require compliance with any of the terms hereof, approval or
non-approval shall be deemed to authorize any other prior or subsequent
departure, waiver, omission, approval or non-approval, as the case may be.

        This Agreement may not be modified orally, and no modifications or any
claimed waiver of any of the provisions hereof shall be binding unless in
writing and signed by the party against whom such modification or waiver is
sought., With respect to any modification specifically requested by Company, the
Company shall pay Spalding an administrative charge as determined by Spalding
and which shall reflect the internal costs necessary to complete any such
modification, but which, in no event, shall be less than $3,000, or more than
$6,000.

        This Agreement constitutes the entire agreement between the parties and
supersedes all prior contracts, agreements, and understandings between the
parties relating to the subject matter hereof.




<PAGE>


        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on the date first hereinabove written.








                                        SPALDING & EVENFLO COMPANIES, INC.



                              By______________________________________

                                 Title_____________________________________








                                            DYNAMIC INTERNATIONAL LTD.



                                       By_________________________________
                                            Authorized Official



                                    Title________________________________



<PAGE>



                                   EXHIBIT "A"

                                    SPALDING
                               PRODUCT PRINCIPLES

1.        HERITAGE

         The Spalding brand has meant sport and an active lifestyle to five
generations of active sports participants and enthusiasts. It is not an exotic
name; but rather an authentic one that means performance, quality, durability,
value, etc. Spalding products perform at high levels for their intended purpose
and generally have a reason-for-being related to consumer needs, features, and
benefits. They a-re mainstream products with good utility -- but typically have
that "something extra" to differentiate from the competition and promote
consumer interest. Spalding products appeal to all demographic groups. The
consumer is attracted to the product by features, cosmetics, etc. and buys it
knowing that the firm foundation of Spalding quality and service are present.

2.      THE CUSTOMER

        The sports participant and enthusiast is educated, reasonably affluent,
and worldly with an active approach to all endeavors. He and she are serious
about their active lifestyle and seek authentic sports products that compliment
their involvement- They view their sports products as necessities and seek
quality, style, and value at high levels. The potential buyer is not fooled by
imitations or cosmetics. He recognizes value, and will reject any brand which
violates his trust.

3.      PRODUCT LINE POSITIONING

        The natural link between the Spalding sports heritage and the category
is sports participation and an active lifestyle. Whereas the casual purchaser
who is interested in status or value may consider a Spalding product; the
primary impetus for purchase is expected to come from:

             A.     The 9l% of active sports participants who know Spalding from
             their participation in traditional team or individual sports.

             B. The casual participant who pursues sport as a lifestyle.

The product line theme should therefore relate to sport and an active lifestyle,
including product styling and collateral elements.




<PAGE>



4.       QUALITY LEVEL

         The Spalding line will contain sufficient quality and features to
compare favorably with the best competitive entries in the distribution channel.
The line will be sold on the basis of features, quality, and value. Although
models may be offered at different price levels, each entry will have meaningful
features that differentiate it from low priced unbranded products.



<PAGE>



                                   EXHIBIT "B"

                                    SPALDING





<PAGE>



                                   EXHIBIT "C"









Gentlemen:

    This letter will serve as notice to you that pursuant to the License
Agreement dated _________,19__, between Spalding & Evenflo Companies, Inc. and
(Company), we have been engaged as the manufacturer for the Company in
connection with the manufacture of the Articles as defined in the aforesaid
License Agreement. We hereby acknowledge that we have received a copy of the
quality, trademark notice, and other relevant terms and conditions set forth in
said License Agreement which are applicable to our function as manufacturer of
the Licensed Article(s), and we agree to dispose of the Articles only to the
above Company. It is understood that this engagement is on a royalty free basis.






<PAGE>



                                   EXHIBIT "D"

                       Annual Royalty Rates (Section 4.-I)
                                 5% of Net Sales

<TABLE>
<CAPTION>


            Annual Minimum Royalty Payments (Section 4.2)

                                                        United States Dollars
<S>                                                     <C>   
             October 1, 1997 - September 30, 1998                25,000
             October 1, 1998 - September 30, 1999              $125,000

             Option Years
             October l, 1999 - September 30, 2000              $150,000
             October 1, 2000 - September 30, 2001              $175,000





Payment outside the U.S. are to be made by wire transfer

</TABLE>










<PAGE>



                                   EXHIBIT "E"


                            ROYALTY PAYMENT SCHEDULE
                                       AND
                      CORPORATE PROMOTION PAYMENT SCHEDULE
                              (USE SEPARATE CHECKS)


<TABLE>
<CAPTION>

                  Shipment                         Due
                  Month                            Date

<S>                                               <C>                     <C>
                October/December                   January                25

                January/March                      April                  25

                April/June                         July                   25

                July/September                     September              15 Pre-Pay Estimate; Adjust To Actual On
                                                                          October 25

                                 MINIMUM ROYALTY GUARANTEE PAYMENT SCHEDULE

                Fiscal Period                      Due Date

                lst Quarter (10/1-12/3 1)          October 25            (25% of Annual Minimum Guarantee)
                2nd Quarter (1/1- 3/31)            January 25            (25% of Annual Minimum Guarantee)
                3rd Quarter (4/1- 6/30)            April 25              (25% of Annual Minimum Guarantee)
                4th Quarter (7/1- 9/30)            July 25               (25% of Annual Minimum Guarantee)




</TABLE>




<PAGE>



                                   EXHIBIT "F"


                           SPALDING LICENSED PRODUCTS
                             MARKETING PLAN OUTLINE



Total document can be from 2 to 10 pages; whatever you feel is required.

I.       MARKET SIZE AND TRENDS
         A wholesale sales estimate by major product class and any relevant
         notes on growth, product, distribution, or other trends. Also a recap
         of major market opportunities.

II.      MAJOR COMPETITORS
         A description of the top three competitors and their market shares.

III.     SPALDING POSITION
         Recap of sales history, market share, competitive advantages,
         strengths, weaknesses, etc.

IV.      SPALDING STRATEGY
         Major strategies to continue growth, attack competition, or exploit
         market opportunities.

V.       PRODUCT ARRAY
         Recap of major products offered plus a brief description.

VI.      TRADE CHANNEL DEFINITION
         Where will the product be sold.

VII.     SALES STRUCTURE
         Who will sell it.

VIII.    RETAIL PRICE TARGETS
         By product type

IX.      MARKETING ELEMENT DESCRIPTION AND EXPENSE BUDGET
         ------------------------------------------------
-        Catalogs/Price Lists
-        Shows
-        Advertising
-        Promotions
-        Display Materials
-        Research
-        Public Relations



<PAGE>


-        Endorsements/Athletes Using Products

X.       SALES GOALS BY PRODUCT CLASS AND BY DISTRIBUTION CHANNEL




<PAGE>
                                                                   EXHIBIT 10.08

                                LICENSE AGREEMENT

     This Agreement made this 17th day of December, 1997, by and among Connelly
Synergy Systems, LLC, a limited liability company organized in the State of AZ ,
and having its principal place of business at 5603 East Hop Toad Road, Kingman,
Arizona 86402 (the "LLC") and William L. Connelly III, an individual residing at
5603 East Hop Toad Road, Kingman, Arizona 86402 ("Connelly") (both the LLC and
Connelly also sometimes hereinafter collectively referred to as the "Licensor")
and Dynamic International, Ltd., a New York corporation, having its principal
place of business at 58 Second Avenue, Brooklyn, New York 11215 (hereinafter
referred to as the "Licensee").

                              W I T N E S S E T H:

      WHEREAS, Licensor has developed,  invented,  registered and is
the  owner of U.S.  patent  No.  Des.  350,997  dated  September  27,  1994 (the
"Patent")  with the United States Patent and  Trademark  Office (the  "Office"),
true copies of which are annexed hereto and marked Exhibit "A" and the trademark
known as "RotaFlex" (the "Trademark") which was registered under No.
         , on             with the  Office,  true  copies of which are  annexed
  hereto  and marked  Exhibit "B", both of which "marks" relate to the 
invention and naming of a certain device for a hand held exercise apparatus as 
shown on Exhibit "A" (the "RotaFlex" or the  "Device").  The 

<PAGE>
Patent and the  Trademark are both  sometimes hereinafter also referred to as 
the "Marks"; and

      WHEREAS, Licensee acknowledges the uniqueness of the Marks as well as the
potential benefits to be derived from the manufacture and sale of the RotaFlex
device and further acknowledges that Licensor has warranted the validity and
enforceability of the Patent and Trademark and Licensee desires to obtain from
Licensor the worldwide exclusive right to manufacture, distribute and sell
products designed and sold pursuant to the "Marks" (hereinafter referred to as
the "Licensed Products"); and

      WHEREAS, Licensor, by this Agreement, grants to Licensee the exclusive 
right during the Term to manufacture and to distribute and sell the Licensed 
Product using the Marks in the Territory subject to and in accordance with 
the terms and conditions of this Agreement.

      NOW, THEREFORE in consideration of the mutual covenants herein
set forth the parties do hereby agree as follows:

                  1. Defined Terms. The following terms utilized and 
capitalized in this Agreement shall have, at all times, the meanings as 
hereinafter set forth:

                  A. TRADEMARK-"ROTA FLEX" is a registered trademark owned by 
Licensor.  Licensor grants permission  to  Licensee  to print and utilize  the 
Trademark  on the  Licensed Products or their 

                                    -2-
<PAGE>
packaging or sales literature in any manner in Licensee's sole discretion. 
Copies of the Trademark are annexed as Exhibit "B".

                  B. Licensed Product. A uniquely designed hand held exercise 
apparatus, sometimes also hereinafter referred to as a "Device."
                  
                  C. Patent.  Patent No. DES 350,997 dated September 27, 1994 
filed in the United States Patent and Trademark Office for the RotaFlex 
exercise apparatus, copies of which are annexed as Exhibit "A."

                  D. Territory. Worldwide.  Licensor acknowledges that except 
as otherwise hereinafter set forth, it may not manufacture or sell in, to or 
from the Territory.

                  E. Distribution Channels. Sales, shipment and distribution to
retail stores and merchants for direct sale and/or to jobbers,  wholesalers and 
distributors  for sale at wholesale or retail,  mail order catalogs,  shipment
and distribution to the public and the sale,  distribution  and shipment of
Licensed  Product by any and all other means in, to or from the Territory.

                  F. (i) Term.  The period commencing as of the date of this
Agreement and expiring on December 31, 2007; provided,  however,  that the Term
may be thereafter extended by the Licensee for an additional  five (5) year
period (the "Renewal  Term") by the Licensee  forwarding a written notice in
the manner as hereinafter  provided to the Licensor which notice states the 

                                    -3-

<PAGE>
Licensee's intention to renew the Term. The Term and the Renewal Term are 
sometimes  hereinafter  referred  to as the "Term".

                  (ii) The Renewal Term as above set forth shall be in
Licensee's discretion. Licensee shall, at least 180 days prior to the end of
the initial ten year Term, notify Licensor in writing if it elects to renew
this Agreement.  If such notice is given, then the Agreement shall be deemed
automatically  renewed for the next five (5) years (the "Renewal Term").
                  
                  G. (a) Royalties.   A sum to be paid in the manner provided 
for payment in Section 9 of this Agreement by Licensee to Licensor throughout 
the Term as follows:

                  (i) One ($1) Dollar of the Net Invoice Amount for each Device
sold (and for which sale Licensee has received  full payment)  bearing the
Marks for the first one million (1,000,000) Devices sold hereunder;

                  (ii) Seventy-five (75(cent)) cents of the Net Invoice Amount
for each Device sold (and for which sale Licensee has received  full  payment) 
bearing the Marks for the second million Devices sold hereunder; and
                  
                  (iii) Fifty  (50(cents))  cents of the Net  Invoice  Amount
for each Device sold (and for which sale Licensee has received full payment)
bearing the Marks over three million (3,000,000) Devices.

                  (iv) Additional Royalties: 4% on all sales of any ancillary
products or accessories developed  for the  Rotaflex  

                                    -4-

<PAGE>
Exercise  system,  using the  Rotafelx or Dynaflex technologies, as well as 
licensed products and sportswear.

                  (b) Notwithstanding the foregoing however, provided that this
agreement is in full force and effect  and that  Licensor  is not in default of
any of the terms hereof, minimum royalty payments shall be due each year
hereunder by Licensee to Licensor  in the sum of  $50,000  payable  in equal 
quarterly  installments  of $12,500  within thirty (30) days after the end of
each calendar  quarter  during the term hereof with such payments being
credited  against actual  royalties due pursuant to G(a) above).

                  H. Net Invoice Amount. The sales price of Licensed Product
charged by Licensee to wholesalers,  retailers  or any other third  party,  as 
reflected on an invoice evidencing such Sales,  less however:  actual returns, 
credits,  advertising or promotional  allowances or rebates;  provided, 
however, that Royalties shall be due and payable  hereunder  only for and with 
respect to Devices sold for which payment has been received by Licensee.

                  2. Artwork and Packaging. Licensee shall, in its discretion,
develop such Packaging, informative  booklets,  sales  catalogues  and/or sales
sheets or material as it deems  necessary  in order to promote and sell the 
Licensed  Product.  Licensor shall provide Licensee with ArtWork and Packaging
already developed and prepared by Licensor, if any.

                                    -5-

<PAGE>
                  3. Product Development. Licensor has already incurred the
expenses necessary, in its opinion, for the development and manufacture of the
Licensed Product. All future modifications or further developments, if any, are
desired by Licensee, Licensee shall be deemed the responsibility of the
Licensee.

                  4. Licensee Warranties. Licensee warrants and represents that
the Licensed Product will be  distributed,  advertised,  promoted  and  sold in 
accordance  with all applicable laws, rules and regulations.  Licensee is
entitled during the Term or any  renewals  to use  the  Marks  as it sees  fit
in  advertising  material  or otherwise to promote the sale and distribution of
the Licensed Product.

                  5. Sublicense.  Licensee may sublicense, assign or encumber
the rights granted to it hereunder or delegate  its  obligations  hereunder, 
in whole or in part without Licensor's prior approval, but upon notice to
Licensor.

                  6. Governing Law. This Agreement shall be governed by the
laws of New York, applicable to agreements made and to be wholly performed
therein.

                  7. (i) Expiration.  Upon expiration of the Term and
Licensee's right to sell Licensed Product,  or upon  earlier  termination  for
any  reason,  Licensee  agrees that Licensor shall have the right (but not the
obligation) to purchase from Licensee all or part of  Licensee's  then 
existing  inventory  of  Licensed  Product  at Licensee's actual  manufacturing 
cost therefor plus 

                                    -6-

<PAGE>
20%. If Licensor elects not to so  purchase  all or part of such  inventory 
within ten (10) days  following expiration  or  termination,  Licensee  shall 
thereupon  be free  to sell  said Licensed  Product  in any manner and at any 
price.  No  Royalties  shall be due Licensor on such sales.

                  (ii) Upon the expiration or termination of this Agreement,
the rights granted to Licensee hereunder shall revert to Licensor,  except as
provided in Paragraph 7(i) and Licensee shall return all other  materials 
which may have been used or created by Licensee in connection with this 
Agreement.  Upon expiration of this Agreement,  Licensee agrees that Licensor
shall also have the right (but not the obligation)  within ten (10) days  after
the end of the Term,  to  purchase  the following  items from Licensee if same
are owned by Licensee:  Licensed  Product molds,  clips,  plates,  tools, 
silkscreens  and/or other  technical  materials relating to and/or embodying
any of the Licensed Marks at their actual cost.

                  8. Obligation of Performance. Licensee shall manufacture and
distribute the Licensed Product in accordance with customary business practice
and shall always maintain adequate inventory of the Licensed Product as
necessary in its sole discretion.

                                    -7-


<PAGE>
                  9. Accounting and Payment.

                     (i) All payments of Royalties shall be deemed earned and
shall be due quarterly within (30) days after the end of each calendar quarter 
hereunder and shall apply only to the sale of Devices for which Licensee has
received  payment for a Net  Invoiced  Amount  during  the  prior  quarter. 
All  amounts  payable hereunder shall be paid by check or wire transfer to:

            Connelly Synergy Sytems. LLC
            5603 E. Hop Toad Rd.,  Kingman,  AZ 86401. 

Payment shall be due for Devices for which Licensee receives  payment,  within
thirty (30) days after the quarter,  with  respect to for the  shipments  made 
during  the prior  calendar quarter.

                     (ii) Payment and Records.  For the purpose of computing
the royalties referred to in  paragraph G of this  Agreement,  payment  will be 
dispensed  to licensor monthly  beginning Feb 1st until June 1st, at which
point  thereafter  quarterly (Oct. 1st, Jan. 1st, April 1st, July 1st). Within
thirty (30) days after the end of each quarter, reports shall be made by
Licensee to Licensor setting forth the number of  RotaFlex  units  which have
been sold and for which  payment has been received during the preceding
quarter. Licensee's remittance for the full amount of royalties due for such
period shall accompany such reports  commencing in the second calendar quarter
and thereafter, if payment is received for units shipped in a prior period, 
Licensee shall account for such payments  received on a 

                                    -8-


<PAGE>
cash basis of accounting  and pay those funds  received  over to the Licensor 
within thirty (30) days following the close of the calendar quarter in which
such funds are  received.  Licensee's  remittance  for the full amount of
royalties due for such quarter shall accompany such reports.  Licensee agrees
to keep complete and correct  books and records of the number,  sales price and
amounts  received for RotaFlex  unites  sold  under  the  license  herein 
granted.  Licensor  or  its representative  shall have the right to examine 
Licensee's books and records at all  reasonable  times on at least ten (10)
days prior  written  notice,  during business hours at Licensee's  place of
business,  to the extent and in so far as is necessary to verify the accuracy
of the above-referenced reports.

                     (iii) The  statements of account shall be reasonably 
detailed and contain  information  relevant to the  computation  of payments to
Licensor. Licensee shall keep and preserve for at least two (2) years after the
expiration of  this  Agreement  accurate  records  of all  transactions 
relating  to  this Agreement.  Licensor, or a representative as Licensor shall
designate,  shall at any time during business hours, at Licensee's office, on
at least ten (10) days' prior written notice to Licensee,  be entitled to
inspect  Licensee's  books and records  pertaining to the Licensed Product and
the manufacture and distribution thereof and the computation of Royalties
hereunder.

                                    -9-

<PAGE>
                     (iv) If Licensee is in default with the payment of any
Royalties, then without limiting  any of  Licensor's  rights or  remedies, 
Licensee  shall pay Licensor interest on such unpaid  amount at the lesser rate
of two percent (2%) above the then current  "prime" rate quoted by the Chase 
Manhattan  Bank, in New York, or the highest interest rate allowed by law.
                     
                  10. Licensor Warranties.  Licensor represents and warrants
that it has the right to enter into this  Agreement and to grant the rights
herein granted to Licensee in connection with the Marks, subject to the terms
hereof. Licensor also represents that: it owns the Marks free and clear of any
liens or encumbrances; it has full right to enter into and comply with this
Agreement in all respects and it is not a party to any  agreement  which might 
impair or effect such right or the terms hereof;  no actions  are  pending or 
threatened  against it which in any manner affect its rights hereunder or which
in any way adversely impair same; it will and  hereby  does  indemnify 
Licensee  against  all claims of any kind relating  to  ownership  of the
rights  which are the  subject  of this  License Agreement.

                  11. Infringements.  Licensee shall promptly notify Licensor,
in writing, of any imitations or infringements of the Marks or the rights
licensed  hereunder which may come to  Licensee's  attention.  Licensee  and 
Licensor  shall  endeavor to jointly determine whether or not any demand, suit
or other action shall be taken on  account  of or with  reference  to any such  

                                    -10-


<PAGE>
infringements  or  limitations. Licensee  however shall have the right (but not
the  obligation)  to commence or prosecute  any suits or make any such  demands
in its own name or in the name of Licensor or join Licensor as a party 
thereto.  Licensor  shall  cooperate  with Licensee as a party  thereto  and/or
in any manner that  Licensee may request in connection  with  any  such 
demand,   suits,  claims  or  other  actions.   Any infringement or imitation 
action,  claim or suit brought by Licensee  against a third party  shall be at 
Licensee's  cost and any  recoveries  therefrom  shall belong to Licensee.  No
Royalty fees shall be due with respect to any recoveries which result from such
an action or claim. With respect to all claims and suits, including suits in
which Licensee is joined as a party,  Licensee shall have the sole right to
employ counsel of its choosing,  at Licensee's exclusive cost, and to direct
the handling of the  litigation  and any  settlement  thereof.  In the event
Licensee decides not to take action hereunder, then Licensor shall be free to
do so at its expense and any recovery in that case shall belong to Licensor.
                  
                  12. Rights in the Marks Retained by Licensor.

                      Except as otherwise set forth herein, Licensee shall not
be entitled to have design patents,  trademarks,  or any  other  rights  in 
connection  with  the  Devices registered  nor to claim any such rights 
without the prior  written  consent of Licensor.

                                    -11-

<PAGE>
                  (i) Without limiting the other provisions hereof, Licensor
hereby reserves for itself, the right to manufacture,  advertise,  promote,
distribute and otherwise exploit the Licensed  Product for sale solely in and
to the Archery Industry and to physical therapists directly (as opposed to
sales by Licensor to the Physical Therapy Industry which are not permitted
hereunder); provided, however, that (i) such sales and  promotion  is limited 
strictly to retail or  wholesale  outlets which deal exclusively in and to the
Archery Industry and to individual physical therapists and which are not
engaged, alone or with affiliates,  in sales to any other  industries, 
outlets,  sources of distribution or for any other purposes; and (ii) all of
such  sales and  promotions  by  Licensor  are  subject to prior notice to
Licensee identifying the Purchaser and details of such sale; and (iii) all
records of Licensor  relating  to such sales are open to the  inspection  of
Licensee or its  representatives  during  business  hours at Licensor's 
regular place of business on at least ten (10) days prior written notice.

                  (ii) Licensee acknowledges that Licensor has represented that
it is the owner of all  right,  title and  interest  in and to the  Marks  and
all other  rights associated  therewith,  and the goodwill  pertaining 
thereto.  Licensee  hereby acknowledges that based upon such  representation, 
Licensor is the owner of all right, title and interest in all patents,
trademarks and renewals and extensions thereof,  and warrants  that Licensor 

                                    -12-


<PAGE>
will have the right to use and exploit and authorize the  exploitation  of such
materials in any manner as Licensor  elects without  obligation  to  Licensee 
or any  other  entity  whatsoever  except  as otherwise provided in this
Agreement. Licensee will not during or after the Term attack the validity of
the license granted hereunder,  or do or cause to be done any act  which 
impairs  or tends to  impair  Licensor's  right and title to the Marks.

                 13. Termination of this Agreement.

                     (i) In the event of a material default by either party
hereunder, the aggrieved  party may  forward  written  notice  specifying  such 
default to the defaulting  party.  The defaulting  party shall  thereupon have
ninety (90) days within  which to cure such  default  or, if the default is not
capable of a cure within such time, to commence such cure and continue such
cure diligently  until completion.  If not  cured  or if such  cure  is not 
thereafter  commenced  and diligently pursued,  the aggrieved party may
thereafter terminate this agreement by  sending  a  further  ten (10)  day 
notice,  in  writing  sent by  certified mail,return receipt requested to the
defaulting party at its address first above mentioned.

                     (ii) In the  event of  termination,  without  limiting 
any of Licensor's rights or remedies including, without limitation, Licensor's
right to injunctive or other equitable relief,  any and all Royalty payments
shall become immediately  due 

                                    -13-


<PAGE>
and payable to Licensor upon such  termination,  and the rights granted 
hereunder  shall  automatically  terminate  and revert  immediately  to
Licensor.

                  14. Notice.  Any notice hereunder, if mailed by certified
mail, return receipt requested,  shall be deemed  given and  received  two (2) 
business  days  after mailing,  and if sent by professional  express  service, 
notice shall be deemed given and received at the time of actual delivery. 
Notices shall be sent to the following  addresses,  or such other addresses as
the parties shall designate in writing from time to time:

                           Connelly Synergy Systems LLC
                           P.O. Box 3542
                           Kingman, Arizona  86402
                           Attn: William L. Connelly III

                           Dynamic International, Ltd.
                           58 Second Avenue
                           Brooklyn, New York 11215
                           Attn: Marton B. Grossman

                 15. Entire Agreement.  This Agreement constitutes the entire
understanding and agreement  between the parties.  Any  amendments  to this 
Agreement  must be in writing and signed by a duly authorized officer of each
party hereto.

                 16. Severability.  In case any one or more of the provisions
contained in this Agreement shall for any reason be held to be invalid, 
illegal, or unenforceable in any respect,  such  invalidity,  illegality,  or 
unenforceability  shall not affect any other provision  hereof,  and this
Agreement shall be construed 

                                    -14-


<PAGE>
as if such invalid, illegal, or unenforceable provision had never been contained
herein.

                 17. Existing Devices - Sales Exception.  The parties
acknowledge that the Licensor currently has on hand Devices not exceeding 350
in number.  The Licensor  hereby grants  Licensee  the first  option to
purchase  these  Devices for the sum of $ 21.00 per Device.  Notwithstanding
anything contained herein to the contrary, in the event the Licensor  does not 
exercise  its option to purchase  said Devices within thirty (30) days from the
date hereof then Licensor shall be permitted to sell said  Devices  (and only
said  Devices)  to such third  parties as it deems appropriate.  Licensee  also 
agrees to purchase  all  inventory  items  videos, manuals, lube samples and
boxes at cost within 30 days.

                 18. Future Improvements.  Licensor agrees that in the event he
should make any improvements in the RotaFlex unit, he shall communicate the
same to Licensee and Licensee shall have the right to use such  improvements
and provided that in the event  Licensor  should  secure  the  grant  of any 
future  patent  on any such improvement,  he will notify Licensee, who shall
have the right at its option to include the same within the terms of the
present Agreement.

                  IN WITNESS  WHEREOF the parties  have hereto set their hand on
the date first above written.


                                            By:      Dynamic International, Ltd.

                                    -15-


<PAGE>
                                            By: -------------------------------



                                            By: CONNELLY SYNERGY SYSTEMS, LLC


                                                ------------------------------
                                                William L. Connelly, III

                                   -16-


<PAGE>
                                                                   EXHIBIT 10.09

                          CAMPAIGN MANAGEMENT AGREEMENT

THIS  AGREEMENT  is  entered  into  as of  the  Thirteenth  day of  April,  1998
("Effective  Date") by and  between  SCRIPT TO SCREEN,  INC.,  200 North  Tustin
Avenue,  Suite 200,  Santa Ana,  California  92705,  a  California  Corporation,
(herein after referred to as Campaign Manager) and, DYNAMIC INTERNATIONAL, LTD.,
a New York Corporation, 58 Second Avenue, Brooklyn, New York, 11215 (hereinafter
referred to as Client).

                                    RECITALS

WHEREAS,  Campaign  Manager  is  in  the  Direct  Response  Television  ("DRTV")
production management business.

WHEREAS,  Client  desires to utilize the services of Campaign  Manager to manage
the DRTV Campaigns for an Infomercial produced for Client.

NOW THEREFORE,  in consideration of the mutual promises,  and upon the terms and
subject to the conditions set forth herein, the parties hereto agree as follows:

                                    AGREEMENT

1.       Definitions.

         (a)      "Infomercial" shall mean the infomercial produced by 
                  Campaign  Manager  for the  Spalding Rotaflex, manufactured 
                  or distributed by Client.

         (b)      "Vendors" shall mean vendors in the following businesses:

                  * Telemarketing (inbound) and/or outbound
                  * Media Buying
                  * All Home Shopping Opportunities
                  * Fulfillment

         (c)      "Term" of this agreement  shall mean the period  commencing on
                  the Effective Date, and continuing until either party notifies
                  the other  party of its  intent to  terminate  this  Agreement
                  pursuant to Section 4 herein.

         (d)      "DRTV  Campaigns"  shall  mean  Direct  Response  Television 
                  Campaigns to be utilized in connection with the Infomercial.


<PAGE>

         (e)      "Territory" shall mean the U.S.A.

2.       Project.
         Client hereby retains  Campaign  Manager and Campaign  Manager  agrees,
         subject to Client's  right of approval,  that it is responsible in good
         faith,  to the best of its ability,  to manage  Client's  DRTV Campaign
         utilizing the Infomercial and to identify and select Vendors, negotiate
         fees in the best  interest of the Client,  manage  Vendors,  and report
         progress and results to Client promptly.

3.       Testing of Infomercial.

         Client retains the right to determine the final media agency selection,
         including  the  right  to  select  a  media  agency  other  than  those
         recommended by Campaign  Manager herein.  Client is under no obligation
         to roll-out (the  mass-market  airing  following the  conclusion of the
         initial  testing)  the  Infomercial  if it is not  satisfied  with  the
         results of the test broadcast of the  Infomercial or for other reasons.
         Client shall have exclusive control over the broadcast, performance and
         transmission of the Infomercial after completion of the initial testing
         thereof.

4.       Project Fees.

         Client  agrees to pay  Campaign  Manager  the fee of $5,000  per month,
         payable on or before the first business day of each month,  during each
         month of the Term of this  Agreement,  commencing  with the month  that
         Campaign  Manager  initiates its  performance  in  connection  with the
         project. The month this Agreement is executed,  the $5,000 fee shall be
         prorated  for that month based on the number of days  remaining  in the
         first month.

         In addition to monthly  management fee, Client shall pay all reasonable
         and actual hard costs that Campaign Manager must pay to outside vendors
         in association with the project.  Campaign Manager shall not incur such
         costs without prior consent of Client.

         Campaign Manager  acknowledges  that Client retains the right to select
         Vendors  hereunder  and to  approve  the  terms and  conditions  of any
         agreements or proposals with such Vendors.  Campaign  Manager shall not
         be  constituted  the agent or legal  representative  of Client  for any
         purpose  whatsoever.  Campaign  Manager is not  granted  any express or
         implied  right or  authority  to  assume or create  any  obligation  or
         responsibility  on behalf of or in the name of Client or to bind Client
         in any manner.  All persons  employed or otherwise  engaged by Campaign
         Manager shall be deemed to be the agents,  employees or representatives
         of Campaign  

<PAGE>

Manager and Campaign  Manager shall be solely  responsible for the acts or 
omissions of such persons.

5.       Termination and Damages.

         This  Agreement  is  non-cancelable  within the first  sixty (60) days.
         After the first sixty (60) days, either party may cancel by providing a
         fifteen (15) day written notice to the other party  consistent with the
         method as described in Paragraph 9, "Notices"  which notice may be sent
         with or without cause. It shall be a breach of this Agreement if Client
         unreasonably  prevents  completion  of the  Project.  If such a  breach
         occurs, Client shall pay Campaign Manager's actual damages,  including,
         but not limited to, compensation for time and effort expended,  and the
         actual amount of any expenses incurred.

6.       Further Documentation.

         The parties  hereto agree to take all actions and execute all documents
         reasonably  necessary  to  effectuate  the  terms  and  intent  of this
         Agreement.

7.       Binding Effect/Assignment.

         This  Agreement  shall be binding  upon and inure to the benefit of the
         parties  and  their  successors  and  assigns.  This  Agreement  is not
         assignable without the prior written consent of the parties.

8.       Invalidity of Provisions and Jurisdiction.

         If any provision of this  Agreement  shall be adjudged by a court to be
         void and  unenforceable,  the same  shall in no way  affect  any  other
         provision of this Agreement,  or the validity or  enforceability of the
         Agreement as a whole.  This  Agreement  shall be enforced in accordance
         with the laws of the State of California.

9.       Notices.

         All notices  permitted or required under this  Agreement  shall be sent
         and deemed given upon (i) personal  delivery (ii) 48 hours after having
         been  dispatched by telegram,  or (iii) five (5) days after having been
         deposited in the United States mail, certified, postage prepaid, return
         receipt  requested,  and addressed to the respective parties as follows
         (or at such other address as may hereafter be given by one party to the
         other party as provided by this Paragraph 9):

         If to Client:                   DYNAMIC INTERNATIONAL, LTD.
                                         58 Second Avenue



<PAGE>
                                         Brooklyn, New York, 11215

         If to Campaign Manager:         SCRIPT TO SCREEN, INC.
                                         200 North Tustin Avenue, Suite 200
                                         Santa Ana, California  92705

10.      Modification.

         All  modifications  to this  Agreement must be in writing and signed by
each of the parties.

11.      Counterparts.

         This Agreement may be executed in multiple counterparts,  each of which
         shall  be  deemed  an  original  Agreement,  and  all  of  which  shall
         constitute one Agreement to be effective as of the Effective Date.

12.      Attorneys' Fees.

         Should  any  dispute  arise as a result of this  Agreement,  each party
         hereby  agrees to have the  matter  settled by the "under the rules" of
         the American Arbitration Association,  without the necessity of a court
         order.  All rights of discovery  allowed by law may be utilized and the
         prevailing party shall be entitled to an award of reasonable attorneys'
         fees and  costs in  addition  to any  other  relief.  Any  decision  by
         arbitration shall be final and binding upon the parties hereto.

13.      Miscellaneous.

         All  negotiations  are  merged  into  this  Agreement.  This  Agreement
         constitutes the entire understanding of the parties.  There are no oral
         or other written  agreements between the parties concerning the subject
         of this Agreement. This Agreement shall constitute a binding obligation
         between  the parties  and shall be  applicable  beyond the term of this
         Agreement. The agreement is established upon execution.

14.      Direct Response Industry.

         Client  acknowledges  and  agrees  that it is  well-informed  about the
         financial  risks   associated  with  the  Direct  Response   television
         advertising  industry  and that  Campaign  Manager  makes no  warranty,
         expressed  or  implied,  as to the degree of success to be  achieved by
         reason of the televising of the  Infomercial,  nor shall Client seek to
         hold Campaign Manager liable with the respect thereto. Campaign Manager
         has not made, and does not hereby 

<PAGE>

         make, any representation or warranty with respect to the level of sales
         and  revenue  to be  derived  as a  result  of  the  televising  of the
         Infomercial.  Client  recognizes  and  acknowledges  that the  level of
         revenues  from sales of the Products of any kind  contemplated  by this
         Agreement  is  speculative.  Client  agrees  that it shall not make any
         claim,  nor shall it seek to impose any liability upon Campaign Manager
         based upon any claim that more  sales,  revenues,  media  exposure,  or
         customers  could have been obtained or better  business could have been
         done  than  was  actually  made  or  done by  Campaign  Manager  or its
         successors,  licensees  and  assigns,  or that better  business  terms,
         prices or opportunities  could have been obtained.  Notwithstanding the
         foregoing;  however,  Campaign Manager  represents and warrants that it
         has the  knowledge,  experience,  staff  and  financial  capability  to
         effectively carry out its obligations hereunder.

15.      Representation by Counsel.

         Each party hereby  represents  that it has consulted,  or has knowingly
         waived  consulting,  its own legal  and tax  counsel,  accountants,  or
         advisors  concerning the tax and legal consequences of this transaction
         contemplated  by this  Agreement.  Each  party  represents  that it has
         relied  solely  upon  the  advice  of its own  advisors  and not on any
         representations  or warranties  of the other party in  connection  with
         such consequences.

16.      Confidentiality.

         Campaign Manager agrees that all financial, marketing, sales, operation
         and other commercially sensitive  information,  materials and knowledge
         acquired or learned from Client in connection  with this Agreement will
         be held as  confidential,  not  disclosed  and  preserved  by  Campaign
         Manager in strictest  confidence.  Campaign Manager further agrees that
         such  information will be imparted to its employees,  agents,  or third
         parties only on a "need to know" basis and that  Campaign  Manager will
         inform  each such  employee,  agents,  or third  parties  of his or her
         confidentiality obligations hereunder. Campaign Manager will return all
         information  provided  by Client  upon  Completion/Termination  of this
         Agreement.

         The obligations of this paragraph do not apply to information which:

         (a)      At the time of disclosure was previously known or in the 
                  public domain;

         (b)      Subsequent  to the time of disclosure  became part of the 
                  public  domain  through no fault of Campaign Manager, its 
                  agents, third parties, or employee;

<PAGE>
         (c)      Is obtained by Campaign Manager from a third party not under 
                  obligation to Client; or

         (d)      Client, in writing, authorized Campaign Manager to release it.


<PAGE>
Each party  represents  and warrants the authority of the  undersigned  to enter
into this Agreement and bind the respective parties hereto.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective
Date.


SCRIPT TO SCREEN, INC.                 By:

A California Corporation               Title: COO

                                       Date: 4/17/98


DYNAMIC INTERNATIONAL, LTD.            By: Marton B. Grossman

A New York Corporation                 Title: Chairman    President

                                       Date: 4/16/98


<PAGE>

                                                                   EXHIBIT 10.10


                        INFOMERCIAL PRODUCTION AGREEMENT


AGREEMENT made this twelfth day of February, 1998 (the "Effective Date"), by and
between  SCRIPT TO SCREEN,  INC.,  a  California  Corporation,  200 North Tustin
Avenue,  Suite 200,  Santa Ana,  California  92705  (hereinafter  referred to as
"Producer")  DYNAMIC  INTERNATIONAL,  LTD.,  a New York  Corporation,  58 Second
Avenue, Brooklyn, New York 11215 (hereinafter referred to as "Client").

                              W I T N E S S E T H:

WHEREAS, Client has the right to cause to be produced an Infomercial, as defined
herein, designed to advertise the Product, as defined herein;

WHEREAS,  Producer is in the  business  of  producing  television  Infomercials,
including scripting, pre-production, production and post-production thereof, and
has the ability,  experience and  relationships  needed to produce  Infomercials
specially created to advertise and sell the Product; and

WHEREAS,  Client  desires to utilize  the  services  of  Producer  to produce an
Infomercial designed to advertise and sell the Product;

NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  and  conditions
contained herein, the parties agree as follows:


         1.       Definitions.

                  The  following  terms as used herein shall have the  following
meanings:

                  (a)      "Infomercial" shall mean one (1) 28 minute, 30 second
                           (28:30), broadcast quality, videotape,  fully-edited,
                           generic (i.e., without product ordering  information)
                           television  Infomercial  designed to sell the Product
                           by means of direct response by the customer,  and any
                           parts  thereof.  Producer  will  provide  up  to  two
                           different bluescreen price point or premium offers as
                           required by Client, as per Client request.

                  (b)      "Product"  shall mean that  certain  fitness  product
                           currently   entitled  Spalding   Rotaflex,   and  all
                           components thereof (collectively and/or individually)
                           and  such  other  goods  and  services  (collectively
                           and/or  individually)  as are  advertised and offered
                           for sale in the Infomercial produced hereunder.

                  (c)      "Upsell"  shall  mean any  products,  other  than the
                           Product,  that are  offered  for sale  following  the
                           televising of the Infomercial.

                                              1

<PAGE>
                  (d)      "Term"  of  this  Agreement  shall  mean  the  period
                           commencing on the Effective  Date and  continuing for
                           as long as the infomercial/commercial airs.

                  (e)      "Territory" shall mean the universe.

         2.       The Infomercial.

                  Subject  to  the  provisions   hereof,   and  commencing  upon
                  Producer's  receipt  of the  first  payment  due  to  Producer
                  hereunder,  Producer  shall write the script for,  produce and
                  direct the Infomercial  and generally do all things  necessary
                  and   desirable   to  produce  and  deliver  a  first   class,
                  professional Infomercial in all respects.

                  (a)      The  production  schedule  shall be determined by the
                           mutual  agreement of the parties,  such agreement not
                           to be  unreasonably  withheld  or  delayed  and  such
                           schedule  not to exceed one  hundred  and fifty (150)
                           days in total  starting  from  date of first  payment
                           subject to delays beyond Producer's control. Producer
                           shall not be liable to Client for  expenses  incurred
                           or  losses  suffered  by  Client  by reason of delays
                           resulting  from  causes not fully  within  Producer's
                           control. Client shall reimburse Producer for expenses
                           incurred  or losses  suffered by Producer as a result
                           of delays caused by Client.  Notwithstanding anything
                           contained herein to the contrary,  however,  Producer
                           shall  deliver a script  within  twenty one (21) days
                           after receipt of first payment.

                  (b)      The  Budget  for  the  Infomercial  is set  forth  in
                           Exhibit "A,"  annexed  hereto and made a part hereof,
                           and shall be paid as set forth in Paragraph 3 below.

                  (c)      Client  shall  provide  all  samples of Product to be
                           used in the Infomercial,  including mockups,  product
                           photos,  and  TV-ready  comps  of  the  Product,   if
                           necessary, to be used for shooting purposes.

                  (d)      With respect to persons appearing in the 
                           Infomercial on-screen:

                           (i)      As  provided  for  in the  Budget,  Producer
                                    shall  furnish  and pay from the  Budget any
                                    noncelebrity, nonexpert, and nonunion talent
                                    appearing  in the  Infomercial,  furnish and
                                    reimburse the expenses of any persons giving
                                    testimonials in the Infomercial,  and obtain
                                    from all the aforesaid persons all necessary
                                    or  desirable  agreements,  permissions  and
                                    releases including, without limitation, duly
                                    sworn affidavits  attesting to the truth and
                                    accuracy of the individual's  testimony,  in
                                    substantially  the form  annexed  hereto  as
                                    Exhibit "B" and made a part hereof; and

                                              2


<PAGE>
                           (ii)     Client  shall,  if approved  prior  thereto,
                                    furnish and pay all  compensation due to any
                                    celebrities,   experts,   and  union  talent
                                    appearing  in  the  Infomercial,  and  shall
                                    obtain from all the  aforesaid  celebrities,
                                    experts,  and union talent all  necessary or
                                    desirable   agreements,    permissions   and
                                    releases including, without limitation, duly
                                    sworn affidavits  attesting to the truth and
                                    accuracy of the celebrity's,  expert's,  and
                                    union talent's testimonies, in substantially
                                    the form annexed hereto as Exhibit "B."

                  (e)      Upon  payment  to  Producer  of  the  final   payment
                           required   pursuant  to   Paragraph  3  hereof,   the
                           Infomercial,   all  videotapes  thereof,  the  script
                           thereof  (collectively,  the  "Production"),  and all
                           rights in connection therewith, and all other matters
                           or things  relating  thereto,  with the  exception of
                           music  composer and publishing  rights,  shall be the
                           exclusive property of Client, provided, however, that
                           Producer  may  retain  copies of the  Production  for
                           archival  purposes  and for the purposes set forth in
                           subparagraph  2(f) below.  Client shall have the sole
                           and  exclusive  right to copyright  protection of the
                           Production,  with the exception of Composer's rights,
                           and  Producer  shall  have no duty  with  respect  to
                           securing copyright protection therefor. Provided that
                           Client  has paid  Producer  all sums due to  Producer
                           required pursuant to Paragraph 3 hereof, Client shall
                           at all times  have  absolute  control  over the media
                           placement and strategy of use of the Infomercial.

                  (f)      Producer shall have the right to use the  Infomercial
                           in  Producer's  promotional  reel  and to  enter  the
                           Infomercial in industry  competitions,  festivals and
                           shows  for  Producer's   publicity  and   promotional
                           purposes.

                  (g)      Client   acknowledges   and   agrees   that   it   is
                           well-informed  about the financial  risks  associated
                           with the  television  advertising  industry  and that
                           except as otherwise set forth herein  Producer  makes
                           no warranty,  express or implied, as to the degree of
                           success to be achieved by reason of the televising of
                           the  Infomercial,  nor  shall  Client  seek  to  hold
                           Producer  liable with respect  thereto.  Producer has
                           not   made,   and   does   not   hereby   make,   any
                           representation  or warranty with respect to the level
                           of sales and revenue to be derived as a result of the
                           televising of the Infomercial.  Client recognizes and
                           acknowledges that the level of revenues from sales of
                           the  Products  of  any  kind   contemplated  by  this
                           Agreement is speculative. Client agrees that it shall
                           not make any  claim,  nor shall it seek to impose any
                           liability  upon  Producer  based  upon any claim that
                           more sales,  revenues,  media  exposure or  customers
                           could have been  obtained  or better  business  could
                           have  been  done  than was  actually  made or done by
                           Client or its successors, licensees and

                                              3


<PAGE>
                           assigns, or that  better business terms, prices or 
                           opportunities could have been obtained.  Producer, 
                           however, does hereby warrant and represent: (i) 
                           that it has the knowledge,  experience,  staff, and 
                           financial capability to effectively carry out its 
                           obligations  hereunder,  and (ii) that it shall 
                           promptly,  and in good faith, utilizing its best 
                           commercial efforts, seek to produce promptly and 
                           professionally the Infomercial.

                   (h)     Client shall cause Producer to be afforded  on-screen
                           credit in all versions of the final  Infomercial on a
                           separate card in the end credits as follows:

                           Produced by Script to Screen
                           Direct Thinking for Direct Response

         3.       Budget.

                  (a)      Client agrees to pay to Producer a Production 
                           Budget for the Infomercial ("Budget") in the sum of 
                           Two  Hundred  Eighty  Four  Thousand Three  Hundred 
                           Twenty  Four  Dollars ($284,324.00) as set forth in 
                           Exhibit "A" hereof.

                           Payment of the Budget shall be made as follows:

                                    Twenty-five percent (25%) due upon execution
                                    of this Agreement,  less the paid deposit of
                                    Twenty-Five  Thousand Dollars  ($25,000) per
                                    the Letter of Agreement - $46,081.00

                                    Twenty-five percent (25%) due not less 
                                    than  three (3) days prior to commencement 
                                    of principal videotaping - $71,081.00

                                    Thirty  percent  (30%) due upon  Client's 
                                    approval of final off-line and prior to 
                                    initiating on-line - $85,297.20

                                    Ten percent (10%) due upon Client's approval
                                    of a "view  tape,"  which  means a half-inch
                                    (1/2") videocassette copy of the Infomercial
                                    - $28,432.40

                                    Ten percent (10%) due upon Client's ordering
                                    of  a   final   master   to  be  sent  to  a
                                    duplication   house   of   Client's   choice
                                    - $28,432.40

                                              4


<PAGE>

                  Producer represents that, in its opinion, the aforesaid Budget
                  is adequate to produce a professional, first class Infomercial
                  in all  respects.  It is  expressly  agreed  that no edited or
                  camera  masters  will  be  delivered  to  Client  until  after
                  Producer's  receipt in good funds of the final  payment due to
                  Producer pursuant to this Paragraph 3.

                  (b)      Additional   production   work  requested  by  Client
                           involving   changes   to   previously   approved   or
                           agreed-upon work or Budget items, including,  but not
                           limited to,  changes in the  Product,  final  script,
                           locations,  talent, experts, and testimonials,  shall
                           be mutually  agreed upon and set forth on  Producer's
                           "Overage  Sheet," and appropriate  adjustments in the
                           Budget  shall be made with  respect  thereto.  In the
                           event such adjustments  require additional payment to
                           Producer,  Client  shall  pay  agreed  upon  sums due
                           promptly upon receipt of Producer's invoice therefor.

                  (c)      In addition to items set forth in the Budget,  Client
                           shall  reimburse  Producer  for all agreed  upon bona
                           fide  expenditures  incurred by Producer  directly in
                           connection with the Infomercial or in the performance
                           of   Producer's    services   hereunder   which   are
                           substantiated  by  receipted  vouchers or paid bills.
                           Client  understands that it is not always possible or
                           practical  to  obtain   receipts  for  expenses  and,
                           therefore,  a reasonable  amount of  unreceipted  but
                           substantiable  expenditures by Producer, each of less
                           than One Hundred Dollars ($100.00) may, nevertheless,
                           be made by Producer and shall be reimbursed by Client
                           not to exceed, in total, the sum of $1,000.

                  (d)      Unless other provisions have been made in the Budget,
                           Client shall reimburse  Producer's travel and lodging
                           expenses  away from Santa Ana,  California,  provided
                           that Producer  will not incur such  expenses  without
                           Client's prior consent. Such travel-related  expenses
                           may include meetings  requested by Client, and travel
                           for   testimonial   shooting  beyond  that  which  is
                           provided for in the current budget estimate.


         4.       Approvals.

                  a)       Client  will  have the right  and the  obligation  to
                           approve in writing  the  shooting  script  before the
                           commencement of principal  videotaping or filming, as
                           the  case  may  be,  of  the  Infomercial.   Client's
                           approval of the shooting script, and any changes made
                           thereto,  shall constitute Client's  verification and
                           representation  to Producer of the truth and accuracy
                           of the statements  and claims  concerning the Product
                           made in the script.

                                              5


<PAGE>
                  (b)      Client  will  have the right  and the  obligation  to
                           approve in writing  the rough cut of the  Infomercial
                           (that is, prior to commencement of on-line  editing).
                           Once the  off-line is approved,  any further  changes
                           desired  by  Client in  on-line  will be billed as an
                           Overage.  Client's  approval  of the rough cut of the
                           Infomercial  shall constitute  Client's  verification
                           and  representation  to  Producer  of the  truth  and
                           accuracy of the statements and claims  concerning the
                           Product made in the rough cut of the Infomercial.

                  (c)      Client  will  have the right  and the  obligation  to
                           approve  in  writing  the  final  "view  tape" of the
                           Infomercial.   Once  the  on-line  is  approved,  any
                           further  changes  desired by Client will be billed as
                           an  Overage.  Client's  approval  of the final  "view
                           tape"  of  the  Infomercial,  and  any  changes  made
                           thereto,  shall constitute Client's  verification and
                           representation  to Producer of the truth and accuracy
                           of the statements  and claims  concerning the Product
                           made in the Infomercial.

                  (d)      Client will respond to written  requests for approval
                           of  changes   within  five  (5)   business   days  of
                           submission  by  Producer.  In the event a request  is
                           rejected,  the reasons  therefor shall be stated.  In
                           the event  Client  fails to respond to such  requests
                           within such five (5)  business  day period,  Client's
                           approval   shall  be  deemed  to  be  given  and,  if
                           pertaining  to  the  script  or  Infomercial,   shall
                           constitute  Client's  verification and representation
                           to  Producer  of  the  truth  and   accuracy  of  the
                           statements   and   claims   made  in  the  script  or
                           Infomercial as changed, as the case may be.

                  (e)      Client   acknowledges   and  agrees  that  any  legal
                           opinions regarding the Product and the content of the
                           Infomercial  shall  be  the  sole  responsibility  of
                           Client.


         5.       Additional Warranties and Representations.

                  (a)      Each party, for itself, hereby warrants and 
                           represents to the other party that:

                           (i)      it has been duly incorporated and is validly
                                    existing as a  corporation  in good standing
                                    under  the laws of its  respective  state of
                                    incorporation  and is duly  qualified  to do
                                    business  as a foreign  corporation  in good
                                    standing in all  jurisdictions  in which the
                                    nature of its  business or the  character or
                                    location   of  its   properties   or  assets
                                    requires such qualifications;

                                              6


<PAGE>

                           (ii)     this  Agreement  has been  duly and  validly
                                    authorized,  executed and  delivered by such
                                    party and  constitutes a valid,  binding and
                                    enforceable agreement of such party;

                           (iii)    such  party is not (A) in  violation  of its
                                    corporate  charter  of  bylaws,  or  (B)  in
                                    default in the  performance or observance of
                                    any  obligation,   agreement,   covenant  or
                                    condition  contained  in any  instrument  to
                                    which it is a party or by which it or any of
                                    its  material  properties  is  bound,  or in
                                    violation   of   any   law,   order,   rule,
                                    regulation,  writ,  injunction  or decree of
                                    any governmental authority or court;

                           (iv)     the execution,  delivery and  performance of
                                    this  Agreement  by such  party will not (A)
                                    conflict  with or  result in a breach of any
                                    of the terms, conditions or provisions of or
                                    constitute a default under, or result in the
                                    imposition   of   any   lien,    charge   or
                                    encumbrances   upon  any  of  the   material
                                    properties or assets of such party  pursuant
                                    to  any  bond,  debenture,   note  or  other
                                    evidence of  indebtedness or in any material
                                    contract,    indenture,    mortgage,    loan
                                    agreement, lease, joint venture, partnership
                                    or other agreement or instrument to which it
                                    is a  party  or by  which  it or  any of its
                                    material  properties is bound, or (B) result
                                    in  the  violation  by  such  party  of  its
                                    corporate   charter   or   bylaws,   or  any
                                    violation   of   any   law,   order,   rule,
                                    regulation,  writ,  injunction  or decree of
                                    any governmental  instrumentality  or court.
                                    No consent, approval, authorization or order
                                    of any  governmental  agency  or court or of
                                    any  other   person  is  required   for  the
                                    execution,  delivery or  performance of this
                                    Agreement  by such  party,  except for those
                                    which have been heretofore obtained;

                           (v)      there  is not now  pending  or,  to the best
                                    knowledge  of  such  party,  threatened  any
                                    action,  suit or  proceeding  to which  such
                                    party is a party  before  or by any court or
                                    governmental  agency  or body,  which  might
                                    result in any material adverse change in the
                                    condition (financial or other),  business or
                                    prospects  of such party or  performance  of
                                    this  Agreement,  or  might  materially  and
                                    adversely affect the properties or assets of
                                    such party or performance of this Agreement;

                           (vi)     such   party  has  the  full  and   complete
                                    authority to enter into this  Agreement  and
                                    to perform in all respects  the  obligations
                                    required to be  performed  by it pursuant to
                                    this Agreement; and

                                              7


<PAGE>

                           (vii)    such  party  is not  bound  by,  nor will it
                                    during  the Term  enter  into any  agreement
                                    that would prevent or  materially  interfere
                                    with the  performance  by such  party of the
                                    material   terms  and   conditions  of  this
                                    Agreement.

                  (b)      In addition, Client hereby represents and warrants 
                           to Producer that:

                           (i)      it has the full,  unrestricted and exclusive
                                    right  to  acquire,   publish,   distribute,
                                    license,  sell and exploit the Product,  and
                                    will  continue to possess such rights during
                                    the Term;

                           (ii)     it has not  granted  any  rights  that would
                                    conflict  with or  derogate  from the rights
                                    granted to Producer hereunder;

                           (iii)    the  Product  is safe  and  efficacious  and
                                    Client  possesses   competent  and  reliable
                                    evidence to such effect;

                           (iv)     all   statements  and  claims  made  in  the
                                    Infomercial  concerning  the Product will be
                                    supported  by  appropriate   testing,   case
                                    histories and laboratory  documentation,  if
                                    applicable,   all  of   which   are  in  the
                                    possession of Client;

                           (v)      the Product is currently, and, as advertised
                                    in the  Infomercial  and sold to  customers,
                                    will   during  the  Term   comply  with  all
                                    applicable  federal,  state and local  laws,
                                    rules and regulations;

                           (vi)     it owns or possesses all requisite rights to
                                    use all  material  patents,  patent  rights,
                                    inventions,    trade   secrets,    know-how,
                                    processes,  technology,   trademarks,  trade
                                    names,   service   marks,   service   names,
                                    copyrights and other  intellectual  property
                                    rights  related to the Product  necessary or
                                    desirable  for  the   performance   of  this
                                    Agreement;

                           (vii)    it  has   not   received   any   notice   of
                                    infringement of or conflict with, and to the
                                    best  of  its   knowledge   Client   is  not
                                    infringing   or  in   conflict   with,   any
                                    intellectual  property  or other  rights  of
                                    others including, but not limited to, rights
                                    in   patents,   trade   secrets,   know-how,
                                    trademarks,   trade  names,  service  marks,
                                    service  names,  copyrights,  or  rights  of
                                    privacy or publicity;

                           (viii)   it will do everything  reasonably  necessary
                                    to  ensure  that it will at all  times be in
                                    full    compliance   with   the   agreements
                                    governing  its  right  to  manufacture   and
                                    distribute the Product; and

                                              8


<PAGE>
                           (ix)     it is in full  compliance with all the terms
                                    and  conditions of such  agreements,  is not
                                    aware of any defaults  thereunder (or of any
                                    facts or events  which,  with  notice or the
                                    passage of time, or both,  could  constitute
                                    defaults) nor any basis therefor.

                  (c)      Those  representations  and  warranties  made  by the
                           parties  herein that by their terms are capable shall
                           survive the  expiration or other  termination  of the
                           Term of this Agreement.

                  (d)      Producer hereby further warrants and represents to 
                           Client that:

                           (i)      it will promptly,  and in good faith,  carry
                                    out  its  obligations  hereunder,  and  will
                                    cause  to  be  completed  and  delivered  to
                                    Client the final  completed,  edited  camera
                                    masters,  and  all  other  versions  of  the
                                    Infomercial  within One  Hundred  (100) days
                                    following  the  first   payment   hereunder,
                                    subject only to delays caused by Client;

                           (ii)     all monies paid  hereunder  shall  be first 
                                    utilized    in   connection   with     costs
                                    relating   to   the   production   of    the
                                    Infomercial; and

                           (iii)    Producer  will  exercise its best good faith
                                    efforts  to  produce  the  Infomercial  in a
                                    professional,  first class and timely manner
                                    within  Budget  and in  accordance  with the
                                    Production Schedule.

                  (e)      No   substantive    noncustomary   changes   to   the
                           Infomercial  content  will be made by Producer to the
                           final,  approved by Client,  off-line version without
                           Client's  approval  other than music,  graphics,  and
                           addition of CTAs.

         6.       Indemnification.

                  (a)      Client agrees to indemnify,  defend and hold harmless
                           Producer,   its  principals,   officers,   directors,
                           employees,     independent    contractors,    agents,
                           successors,  assigns  and  licensees  from all suits,
                           claims,  demands,  damages, debt, liability,  account
                           reckoning, obligation, cost, expense, lien, action or
                           cause  of  action  (including,  but not  limited  to,
                           actual   damages,   punitive   damages,   fines   and
                           attorneys'   fees,   whether  or  not  litigation  is
                           commenced)  arising out of (i) the Product,  (ii) the
                           information,  data and material provided by Client to
                           Producer  and all claims made by Client with  respect
                           to the  Product,  and  (iii) any act or  omission  by
                           Client  in  breach  by  Client  of  its   warranties,
                           representations,  obligations and/or duties hereunder
                           including,  but not limited to, those  related to the
                           Product including, but not limited to, the safety and
                           efficacy of the Product, compliance with

                                              9



<PAGE>
                  the      rules,  regulations  and  guidelines  of the  Federal
                           Trade   Commission   regarding  false  and  deceptive
                           advertising practices.

                  (b)      Producer agrees to indemnify and hold Client harmless
                           from all suits, claims, demands and other liabilities
                           and expenses  (including,  but not limited to, actual
                           damages, punitive damages, fines and attorneys' fees)
                           arising  out of the  breach  by  Producer  of, or any
                           inconsistency  with,  any  warranty,  representation,
                           term  or  condition  made  or  agreed  to  herein  by
                           Producer.

                  (c)      Each party shall notify the other of any demand, suit
                           or claim  promptly  after  the  first  party has been
                           formally advised  thereof.  Producer and Client shall
                           each have the  right to  participate  in the  defense
                           thereof  with an  attorney  of their  choice at their
                           sole expense.

                  (d)      The  provisions of this Paragraph 6 shall survive the
                           expiration or other  termination  of the Term of this
                           Agreement.


         7.       Termination.

                  In addition to all other rights of either party,  at law or in
                  equity,  resulting from non-compliance by the other party with
                  this Agreement,  (the "Defaulting  Party"), the non-Defaulting
                  Party may terminate the Term of this  Agreement  upon five (5)
                  days  written  notice  to the other in the event of any of the
                  following:

                  (a)      A  party  defaults  in any  material  respect  in the
                           performance  or observance  of any term,  covenant or
                           agreement  contained  in this  Agreement  (except for
                           default  with  respect to  Paragraph  6(a)(iii),  for
                           which no notice by Producer  shall be required),  and
                           the  same  continues  for a  period  of five (5) days
                           following  the  receipt of said  Defaulting  Party of
                           notice   from  the   non-Defaulting   Party  of  such
                           non-compliance;

                  (b)      Any  representation  or warranty made by either party
                           herein  or  in  connection  with  the  execution  and
                           delivery of this  Agreement  shall prove to have been
                           incorrect, when made, in any material respect; or

                  (c)      (i) The  institution of any proceedings by or against
                           either party seeking relief,  reorganization  of such
                           party or  arrangement  with its  creditors  under any
                           laws relating to insolvency or  bankruptcy,  (ii) any
                           general  assignment  for the benefit of, either party
                           entering  into a  composition  with,  either  party's
                           creditors,  (iii) the appointment,  or the consenting
                           to  the  appointment  of,  a  receiver,   liquidator,
                           trustee or other custodian for all or

                                              10



<PAGE>
                           substantially   all   of   its   assets,   (iv)   the
                           liquidation,  dissolution  or  winding  up of  either
                           party's  business,  or (v) the entry of an order by a
                           court of competent  jurisdiction  (A) finding  either
                           party to be bankrupt or  insolvent,  (B)  ordering or
                           approving either party's liquidation,  reorganization
                           or any  alteration or  modification  of the rights of
                           either party's creditors, or (C) assuming custody of,
                           or appointing a receiver or other  custodian for, all
                           or a substantial part of either party's property.

                  (d)      Force Majeure events cause a delay in production of 
                           more than 60 days.

                           In the event of termination  hereunder as a result of
                           Producer's  default, in addition to any other damages
                           at law or equity,  Producer shall promptly  reimburse
                           Client   for  all   payments   received   for   which
                           corresponding   Production   work   plus   pro   rata
                           Producer's  fee earned had not been completed and all
                           work product shall be delivered to Client.


          8.      Confidentiality.

                  (a)      The  parties  recognize  that  during  the  course of
                           performing  their  duties  hereunder  they may become
                           aware  of   proprietary,   confidential   information
                           concerning  the other party,  its products,  methods,
                           processes,  billing practices,  financial  condition,
                           etc., or  information  the other party  designates as
                           confidential       (collectively        "Confidential
                           Information").   Each  party   agrees  that  it  will
                           maintain in confidence  and not disclose to any third
                           party at any time any such  Confidential  Information
                           and  shall  not  use  any  such  information  to  the
                           detriment  of the other  party or for any purpose not
                           contemplated by this Agreement.

                  (b)      The  obligation  of  confidentiality  set forth above
                           shall survive the expiration or other  termination of
                           this Agreement,  provided, however, that a party (the
                           "Disclosing  Party")  may during  the Term  hereof or
                           thereafter disclose  Confidential  Information to the
                           extent  required by applicable  law or the order of a
                           court of  competent  jurisdiction.  In the  event the
                           Disclosing Party is required by applicable law or the
                           order  of  a  court  of  competent   jurisdiction  to
                           disclose  any  Confidential  Information,  such party
                           agrees to provide the other party with prompt  notice
                           of any such  requirement  so that the other party may
                           seek an  appropriate  protective  order.  Failing the
                           entry  of a  protective  order  or the  receipt  of a
                           waiver hereunder,  the Disclosing Party will disclose
                           only that  portion  of the  Confidential  Information
                           which has been required.

                                              11

<PAGE>
                  (c)      The   term   "Confidential   Information"  and   the
                           provisions of this Agreement  relating  thereto shall
                           not apply to any information which:

                           (i)      becomes generally available to  the  public,
                                    other  than  as  a result of a disclosure in
                                    violation of this Agreement;

                           (ii)     was available,  or becomes  available,  on a
                                    non-confidential  basis from a source  other
                                    than  either of the  parties  hereto,  their
                                    clients, or their representatives;

                           (iii)    is developed independently and is not  based
                                    upon   or   derived    from     Confidential
                                    Information.

         9.       Force Majeure.

                  Producer  may  suspend  the  performance  of  its  obligations
                  hereunder in the event of any of the following  contingencies,
                  if by reason of any such  contingency,  Producer is materially
                  hampered  in the  performance  of its  obligations  under this
                  Agreement   or  such   performance   becomes   impossible   or
                  commercially  impracticable:  acts of God, fire,  catastrophe,
                  labor  disagreement,  acts  of  government,  its  agencies  or
                  officers, any order, regulation, ruling or action of any labor
                  union or  association  affecting  Producer or the  industry in
                  which it is engaged,  delays in the delivery of materials  and
                  supplies,  delays caused by non-celebrity  retained by Client,
                  persons giving testimonials arranged by Client, or celebrities
                  (including,  but not limited to,  failure to timely appear and
                  failure to  perform  satisfactorily),  or any other  cause not
                  fully within Producer's  control;  provided  however,  if such
                  delay is more than sixty (60) days  Client may  terminate  per
                  terms in paragraph 7d.


         10.      Insurance.

                  Client will obtain and maintain at its sole expense during the
                  Term  hereof  and for a period  of one (1) year  thereafter  a
                  comprehensive   general   liability   and  product   liability
                  insurance  policy with minimum  limits of One Million  Dollars
                  ($1,000,000.00)   per   incident   and  Two  Million   Dollars
                  ($2,000,000.00) in the aggregate,  with no deductible,  naming
                  Producer and its respective officers, directors, and employees
                  as additional  insured.  Such  insurance  policy shall provide
                  that it cannot be  canceled  or  modified  without the insured
                  first giving  Producer  thirty (30) days prior written notice.
                  Client will furnish  Producer  with a true and legible copy of
                  the insurance  certificate upon demand.  Producer acknowledges
                  that it will maintain  insurance during the term equivalent to
                  that indicated in Exhibit C.


         11.      Assignment.

                                              12


<PAGE>
                  Neither  party  may  assign  any  right or  delegate  any duty
                  hereunder  without the express  prior  written  consent of the
                  other, which consent shall not be unreasonably  withheld.  The
                  prohibition  shall not prevent any party from contracting with
                  third  parties for services to be provided in  furtherance  of
                  the  performance  required  of each under this  Agreement.  No
                  assignment  shall be valid  unless  the  assignee  assumes  in
                  writing all the obligations of the assignor hereunder.


         12.      Disputes.

                  All disputes  between the parties to this  Agreement  shall be
                  settled in the City of Los Angeles, State of California,  by a
                  panel of three (3) arbitrators (one selected by each party and
                  the third selected by the two selected  arbitrators) under the
                  then-current  Commercial  Arbitration Rules established by the
                  American Arbitration Association. Any arbitration award may be
                  entered  as a  judgment  or  order in any  court of  competent
                  jurisdiction.


         13.      Notices.

                  Any notice required by or provided  pursuant to this Agreement
                  shall be given in writing by Certified  Mail,  Return  Receipt
                  Requested,  or any professional delivery service that requires
                  a signed,  written receipt confirming delivery of the envelope
                  or  package  containing  the  notice.  Such  notice  shall  be
                  addressed to the person  signing this Agreement at the address
                  indicated  on the  first  page of this  Agreement,  or at such
                  other address as shall be provided by notice.


         14.      General Provisions.

                  (a)      This Agreement  constitutes the entire  understanding
                           and  agreement  of the  parties  with  respect to its
                           subject  matter  and  supersedes  any and  all  prior
                           understandings and agreements.

                  (b)      This Agreement  shall be governed by and  interpreted
                           in   accordance   with  the  laws  of  the  State  of
                           California applicable to contracts made in and wholly
                           to be performed therein.

                  (c)      This Agreement may not be amended or modified  except
                           in a written  instrument  signed by the party against
                           whom enforcement is sought.

                  (d)      Subject  to  any   restrictions  on   transferability
                           contained in this Agreement,  this Agreement shall be
                           binding  upon and inure to the benefit of the parties
                           and  their  respective   successors-in-

                                              13


<PAGE>

                           interest and permitted assigns.  Nothing contained in
                           this  subparagraph  14(d)  shall  create  any  rights
                           enforceable  by  any  person  not  a  party  to  this
                           Agreement,     except     for    the     rights    of
                           successors-in-interest  and permitted assigns of each
                           party  hereto,   unless  such  rights  are  expressly
                           granted  in  this  Agreement  to  other  specifically
                           identified persons.

                  (e)      Paragraph  headings are used for  convenience  and 
                           are not to be  interpreted as part of this Agreement.

                  (f)      The   parties  to  this   Agreement   are  acting  as
                           independent  contractors  and nothing herein shall be
                           construed  as creating a  partnership  or other joint
                           business venture.  Neither party has the authority to
                           act  on  behalf  of  or  bind  the  other  except  as
                           expressly set forth herein.

                  (g)      In the event that any provision of this  Agreement is
                           held to be unenforceable or contrary to law, then the
                           Agreement  shall  be   interpreted,   to  the  extent
                           possible, without such provision.

                  (h)      Each party shall execute and deliver all  instruments
                           and   documents  and  take  all  actions  as  may  be
                           reasonably required to effectuate this Agreement.

                  (i)      In the event of any  dispute  between  the parties to
                           enforce  or   interpret   the   provisions   of  this
                           Agreement,  the prevailing party in such action shall
                           be  entitled  to  recover  from the  other  party all
                           reasonable  costs,  expenses and attorney's fees, and
                           costs actually  incurred  relating to or arising from
                           such action.

                  (j)      No  waiver  by a  party  of  any  provision  of  this
                           Agreement  shall  operate  as,  or be deemed to be, a
                           continuing  waiver of such  provision  or a waiver of
                           any  similar or  dissimilar  provision,  unless  such
                           waiver is contained in a written instrument signed by
                           the party against whom enforcement is sought.

                  (k)      Time  and  strict  punctual  performance  are  of the
                           essence with respect to provisions  herein concerning
                           payment and approvals and the Production Schedule and
                           Producer's efforts.

                  (l)      Each party shall be responsible for the reporting and
                           payment of its own  federal,  state,  and local taxes
                           and licenses.

                  (m)      Each of the parties hereto represents and agrees with
                           the  other  that  (i)  it  has  been  represented  by
                           independent counsel of its own choosing,  (ii) it has
                           had the full right and  opportunity  to consult  with
                           its  respective  attorneys and other advisers and has
                           availed itself of this right and  opportunity,  (iii)
                           its authorized officers have carefully read and fully
                           understand this Agreement in its

                                              14


<PAGE>
                           entirety  and have had it fully  explained to them by
                           such party's counsel, (iv) each is fully aware of the
                           contents  hereof  and its  meaning,  intent and legal
                           effect,  and (v) its authorized  officer is competent
                           to  execute  this  Agreement  and has  executed  this
                           Agreement  free  from  coercion,   duress  and  undue
                           influence.  Each party and its counsel  cooperated in
                           the drafting and preparation of this  Agreement,  and
                           the documents  referred to herein.  Accordingly,  any
                           rule  of  law,   including,   but  not   limited  to,
                           California  Civil  Code  Section  1654,  or any legal
                           decision  that would  require  interpretation  of any
                           ambiguities in this Agreement  against the party that
                           drafted  it,  is  of no  application  and  is  hereby
                           expressly  waived.  The  provisions of this Agreement
                           shall  be  interpreted  in  a  reasonable  manner  to
                           effectuate the intentions of the parties hereto.

                  (n)      This  Agreement  shall  become  effective  as of  the
                           Effective Date,  provided it has been executed by all
                           the parties hereto.

                                              15


<PAGE>

IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the
Effective Date.


SCRIPT TO SCREEN, INC.                  DYNAMIC INTERNATIONAL, LTD.
a California Corporation                a New York Corporation

"Producer"                              "Client"

By:                                     By: Marton B. Grossman

Title: Chief Operating Officer          Title: President

Date:  5/7/98                           Date: 5/7/98



<PAGE>
                                   Exhibit "A"

                         Budget and Production Schedule

<PAGE>
                        Rotaflex Production Estimate #1E N/V
                                   March 20, 1998
Script to Screen                                      Host Talent Fees Removed.
200 N. Tustin Avenue                              Model & Voiceover Talent Fees
Suite #200                                          Included. Travel to Tucson
Santa Ana, CA 92705                                                is Included.
Tel: (714) 558-3971                                        Variance is Removed.
Fax: (714) 558-1759

<TABLE>
<CAPTION>

   Acct#                       Category  Title                 Page                 Total
<S>        <C>                                                <C>                <C>
5020-00    Script Development                                   1                    $7,200
5030-00    Producer & Staff                                     1                   $45,700
5040-00    Director & Staff                                     1                   $15,000
5050-00    Talent & Casting                                     1                    $7,293
           TOTAL ABOVE-THE-LINE                                                     $75,193
5061-00    Testimonial Segments                                 2                    $6,424
5062-00    Expert/Celebrity Testimonials                        3                    $8,515
5063-00    Sculptor/Product Shoot                               3                   $12,524
5064-00    B-Roll Segments                                      4                    $8,053
5065-00    Health Club Shoot                                    5                    $5,492
5066-00    Host Shoot                                           5                   $47,054
           TOTAL PRODUCTION                                                         $88,062
5068-00    Transcriptions & Window Dubs                         7                    $1,400
5070-00    Show Offline Editing                                 7                   $14,200
5080-00    Show Online Editing                                  7                   $11,130
5081-00    Music                                                7                    $6,000
5082-00    Sound ( Post Production)                             7                    $2,380
5083-00    Duplication                                          8                      $350
5084-00    Art Direction & Graphics                             8                   $10,000
           TOTAL POST PRODUCTION                                                    $45,460
5090-00    Administrative Expenses                              8                    $1,180
5091-00    Shipping & Customs                                   8                      $675
5092-00    Unit Publicity                                       8                       $40
           TOTAL OTHER                                                               $1,895
5095       Insurance                                                                 $6,318
5096       Production Variance                                                           $0
4000       Production Fee                                                           $67,395
           TOTAL ABOVE-THE-LINE                                                     $75,193
           TOTAL BELOW-THE-LINE                                                    $135,417
           TOTAL ABOVE & BELOW-THE-LINE                                            $210,610
           GRAND TOTAL                                                             S284,324

</TABLE>

<PAGE>
                  Rotaflex Production Estimate #lE N/V
                             March 20, 1998
Script to Screen                                      Host Talent Fees Removed.
200 N. Tustin Avenue                              Model & Voiceover Talent Fees
Suite #200                                           Included. Travel to Tucson
Santa Ana, CA 92705                                                is Included.
Tel: (714) 558-3971                                        Variance is Removed.
Fax: (714) 558-1759

<TABLE>
<CAPTION>

 Acct#               Description                 Amount   Units   X            Rate   Subtotal     Total
<S>            <C>                               <C>      <C>     <C>         <C>       <C>        <C>
5020-00        Script Development
5020-02        Script Fees
               Script Fee (30 Minute show)            1   Flat                7,000      7,000
               Script Fee (Spots)                     0   Flat     0          2,500          0   $7,000
5020-03        Supplies & Xeroxing
               Script copies, disks, etc.                 Allow                 200        200     $200
<CAPTION>
                                                                            Total  For 5020-00   $7,200
<S>            <C>                               <C>      <C>     <C>       <C>       <C>        <C>
5030-00        Producer & Staff
5030-02        Producer
               Producers                              4   Weeks               2,500    10,000   $10,000
5030-03        Associate Producer
               Associate Producer                     1   Total              10,000    10,000   $10,000
5030-05        Line Producer
               Line Producer                          4   Weeks               1,500     6,000    $6,000
5030-06        Prod. Coordinator
               Production Coordinator                 6   Weeks               1,000     6,000    $6,000
5030-07        Assist. to Producer/Client Serv.
               A.P./Client Services                   4   Weeks                 750     3,000    $3,000
5030-08        Prod. Assistants
               Key Office PA                          4   Weeks                 750     3,000
               Production Assistants                  4   Weeks                 500     2,000    $5,000
503-           Total Fringes
                    STS PayTx                     19.0%                      30,000     5,700    $5,700
<CAPTION>
                                                                           Total  For 5030-00   $45,700
<S>            <C>                               <C>      <C>     <C>         <C>       <C>        <C>
5040-00        Director & Staff
5040-01        Director
               Prep/Production Time                       Allow              15,000    15,000   $15,000
<CAPTION>
                                                                           Total  For 5040-00   $15,000
<S>            <C>                               <C>      <C>     <C>         <C>       <C>        <C>
5050-00        Talent & Castlng
5050-04        Talent- Models
               Model, AFTRA                      0 . Days                       420         0
               Model, Non-Union                       1    Day      5           500     2,500
               Model, Non-Union                       1    Day      5           350     1,750    $4,250
5050-10        Voice Over Artists
               Voice Over, AFTRA                      1    Session  0           448         0
               Voice Over, Non-Union                  1    Session              700       700      $700

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

 Acct#          Description                   Amount  Units  X     Rate        Subtotal  Total
<S>       <C>                                 <C>     <C>    <C>    <C>         <C>       <C>
5050-00   Talent & Casting (CONT'D)
5050-50   Casting
          Casting Director                      4     Days              275       1,100
          Casting Facilities                    1      Day              500         500     $1,600
5050-70   Agents Fee - Commissions
          Hosts - Non-union                     15      %    0        8,000           0
          Guests - Non-union                    15      %    0            0           0
          Actors - Non-union                    15      %    0            0           0
          Models - Non-union                    15      %    5          500         375
          Models- Non-union                     15      %    5          350         263
          Featured Extras - Non-union           15      %    0            O           0
          Extras - Non-union                    15      %    0            0           O
          Minors - Non-union                    15      %    0            O           0
          Stunt Players - Non-union             15      %    0            0           0
          Stand-ins - Non-union                 15      %    0            0           0
          V.O. Artist- Non-union                15      %               700         105
          Hosts - Union                         10      %    0            O           0
          Guests - Union                        10      %    0            0           0
          Actors - Union                        10      %    0          896           0
          Models - Union                        10      %    0            0           0
          Featured Extras - Union               10      %    0            0           0
          Extras - Union                        10      %    0          100           0
          Minors - Union                        10      %    0            O           0
          Stunt Players - Union                 10      %    0            0           0
          Stand-ins - Union                     10      %    0            0           0
          V.O. Artist - Union                   10      %    0          448           0     $743
<CAPTION>
                                                                     Total  For  5050-00  $7,293

          TOTAL ABOVE-THE-LINE                                                           $75,193
<S>       <C>                                 <C>     <C>    <C>    <C>         <C>       <C>
5061-00   Testlmonlal Segments
5061-02   Crew
          DP/ Camera Operator                   1      Day   2          500       1,000
          Grip                                  1      Day   2          350         700
          Local Audio                           1      Day              400         400
          Local Make-up Artist          .       1      Day              400         400
          Production Assistants                 1      Day   2          150         300   $2,800
5061-03   Equipment
          Betacam Package                       1      Day              600         600
          DV Cam Package                        1      Day              250         250
          Lighting/Grip Equipment               1      Day              400         400
          Audio Package for Video               1      Day              200         200   $1,450
5061-04   Locations/Permits
          Local Location Fee                    1     Flat            1,000       1,000   $1,000
5061-05   Raw Stock, Processing
          Betacam-SP 30 Min. Cassettes          10    Rolls              32         320
          DV Cam. Cassettes                     3     Rolls              25          75     $395
5061-10   Crew Lunch
 
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

   Acct#       Description                    Amount  Units   X     Rate        Subtotal  Total

<S>       <C>                                 <C>     <C>    <C>    <C>         <C>       <C>
5061-00   Testimonial Segments (CONT'D)
5061-10   Crew Lunch (CONT'D)
          Local Crew Lunches                    12     Each             12         144      $144
5061-15   Craft Services
          Craft Services                        12     Each              6          72       $72
506-      Total Fringes 
              STS PayTx                         19.0%                2,800         532
              O.C. SalesTax                     7.75%                  395          31      $563
<CAPTION>

                                                                      Total  For 5061-00  $6,424
<S>       <C>                                 <C>     <C>    <C>    <C>         <C>       <C>
5062-00   Expert/Celebrity Testimonials
5062-02   Crew
          DPI/ Camera Operator                   1    Day              400         400
          DP/ Camera Operator                    1    Day              400         400
          Grip                                   1    Day    2         350         700
          Local Audio                            1    Day              400         400
          Local Make-up Artist                   1    Day              400         400
          Production Assistants                  2    Days   2         150         600    $2,900
5062-03   Equipment
          Betacam Package                        1    Day              600         600
          DV Cam Package                         1    Day              250         250
          Lighting/Grip Equipment                1    Day              500         500
          Audio Package for Video                1    Day              200         200    $1,550
5062-05   Raw Stock, Processing
          Betacam-SP 30 Min. Cassettes          10    Rolls             32         320
          DV Cam Cassettes                       5    Rolls             25         125      $445
5062-08   Travel & Lodging
          Airfares (multi-stop)                  3    FT               350       1,050
          Hotels                                 3    Nights 3         100         900
          Tips                                   0    Days              25           0
          Per Diem                               3    Days   3          35         315    $2,265
5062-09   Ground Transportation
          Airport Trans.                         0    Allow            100           0
          Rental Cars                            3    Days              70         210
          Mileage                                     Allow            200         200      $410
5062-10   Crew Lunch
          Local Crew Lunches                    10    Each   2          12         240      $240
5062-10   Craft Services
          Craft Services                        10    Each   2           6         120      $120
506-      Total Fringes
               STS PayTx                      19.0%                  2,900          551
               O.C. Sales Tax                 7.75%                    445           34     $585
<CAPTION>

                                                                      Total  For 5062-00  $6,515
<S>       <C>                                 <C>     <C>    <C>    <C>         <C>       <C>
5063-00   Sculptor/Product Shoot
5063-02   Crew
          DP/Camera Operator                    1     Day              750          750
          Gaffer                                1     Day              450          450

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

 Acct#          Description               Amount      Units    X     Rate       Subtotal  Total

<S>       <C>                             <C>         <C>    <C>    <C>         <C>       <C>
5063-00   Sculptor/Product Shoot (CONT'D)
5063-02   Crew (CONT'D)
          Gnp                                1        Day     2         350       700
          Make-up Artist                     1        Day               400       400
          Wardrobe                         1.5        Days              400       600
          Prop Master                        3        Days              500     1,500
          Production Assistants              1        Day     3         150       450     $4,850
5063-03   Equipment
          Betacam Package                    1        Day               850       850
          Jib                                1        Day               850       850
          Generator                          1        Day               750       750
          Lighting/Grip Equipment            1        Day               700       700     $3,150
5063-04   Locations/Permits
          Local Location Fee                 1        Flat            1,500     1,500
          Permit                             1        Flat              400       400     $1,900
5063-05   Raw Stock, Processing
          Betacam-SP 30 Min. Cassettes       4        Rolls              32       128       $128
5063-06   Art/Props Materials
          Allowance Each Location            1        Flat            1,000     1,000     $1,000
5063-07   Wardrobe
          Wardrobe Allowance                          Allow             250       250       $250
5063-10   Crew Lunch
          Local Crew Lunches                15        Each               15       225       $225
5063-15   Craft Service
          Craft Services                    15        Each                6        90        $90
506-      Total Fringes
               STS PayTx                 19.0%                        4,850       922
               O.C. Sales Tax            7.75%                          128        10       $931
<CAPTION>
                                                                     Total  For 5063-00  $12,524
<S>       <C>                             <C>         <C>    <C>    <C>         <C>       <C>
5064-00   B-Roll Scgments
5064-02   Crew
          DP/ Camera Operator                 1       Day               750       750
          Grip                                1       Day     2         350       700
          Local Make-up Artist                1       Day               400       400
          Wardrobe                            2       Days              400       800
          Production Assistants               1       Day     2         150       300
          Art PA                              2       Days              200       400     $3,350
5064-03   Equipment
          Betacam                             1       Day               600       600
          Dolly                               1       Day               350       350
          Lighting/Grip  Equipment            1       Day               500       500     $1,450
5064-04   Locations/Permits
          Local Location Fee                  1       Flat            1,000     1,000     $1,000
5064-05   Raw Sock, Processing 
          Beta Tapes                         10       Rolls              32       320       $320
5064-06   Art/Props Materials
          Allowance Each Location             1       Flat              500       500       $500

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

   Acct#        Dcscription                   Amount  Units     X   Rate        Subtotal   Total
<S>       <C>                                 <C>     <C>    <C>    <C>         <C>       <C>   
5064-00   B-Roll Segments (CONT'D)
5064-07   Wardrobe
          Wardrobe Allowance                          Allow           300        300        $300
5064-09   Ground Transportation
          Airport Trans.                           0  Allow           100          0
          Renlal Cars                              0  Cities           70          0
          Mileage                                     Allow           200        200        $200
5064-10   Crew Lunch
          Local Crew Lunches                      15  Each             12        180        $180
5064-15   Craft Services
          Craft Services                          15  Each              6         90         $90
506-      Total Fringes
               STS PayTx                 19.0%                      3,350        637
               LA SalesTax               8.25%                        320         26        $663
<CAPTION>
                                                                      Total  For 5064-00  $8,053
<S>       <C>                                 <C>     <C>    <C>    <C>         <C>       <C>
5065-00   Health Club Shoot
5065-02   Crew
          DP/ Camera Operator                      1     Day          500        500
          Grip                                     1     Day    2     350        700
          Local Audio                              1     Day          400        400
          Local Make-up Artist                     1     Day          400        400
          Production Assistants                    1     Day    2     150        300      $2,300
5065-03   Equipment
          Betacam Package                          1     Day          600        600
          Lighting/Grip Equipment                  1     Day          400        400
          Audio Package for Video                  1     Day          200        200      $1,200
5065-04   LocationslPermits
          Local Location Fee                       1     Flat       1 000      1,000      $1,000
5065-05   Raw Stock Processing

          Betacam-SP 30 Min. Cassettes            10     Rolls         32        320        $320
5065-10   Crew Lunch
          Local Crew Lunches                      10     Each          15        150        $150
5065-15   Craft Services
          Cralt Services                          10     Each           6         60         $60
506-      Total Fringes
                STS PayTx                19.0%                      2 300        437
                O.C. Sales Tax           7.75%                        320         25        $462
<CAPTION>
                                                                      Total  For 5065-00  $5,492
<S>       <C>                                 <C>     <C>    <C>    <C>         <C>       <C>
5065-00   Health Club Shoot
5066-02    Crew
           A.D.                                  1.5     Days         450        675
           Script Supervisor                     1.5     Days         450        675
           DP                                      3     Days         750      2,250
           Camera Operator Video                   1     Day     2    400        800
           VC                                      1     Day          400        400
           Gaffer                                  2     Days         450        900

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

 Acct#    Description                         Amount  Units     X   Rate        Subtotal  Total
<S>       <C>                                 <C>     <C>    <C>    <C>         <C>       <C>
5065-00   Health Club Shoot
5066-00   Host Shoot (CONT'D)
5066-02   Crew (CONT'D)
          Best Boy Electric                    2      Days            425         850
          Electrician                          2      Days            375         750
          Key Grip                             2      Days            450         900
          Best Boy Grip                        2      Days            425         850
          Grip                                 2      Days            375         750
          Swing Grip                           2      Days            350         700
          Audio Recordist                      2      Days            400         800
          A-2                                  1      Day             300         300
          Make-up                              1      Day             400         400
          Wardrobe                             3      Days            400       1,200
          Production Assistants                2      Days     4      150       1,200
          Prop Master                          2      Days            500       1,000     $15,400
5066-03   Equipment
          BetaCams                             1      Day      2    1,000       2,000
          Video Equip                          1      Day             500         500
          Lighting/Grip  Equipment             2      Days          2,500       5,000
          Grip Truck                           2      Days            450         900
          Generator                            2      Days            750       1,500
          Audio Package for Video              2      Days            200         400
          Wireless Mics                        4      Each     2       60         480
          Jib Rental                           1      Day             500         500
          Media Logger                         1      Day              50          50
          Radios                               2      Days     8       20         320
          Teleprompter                         1      Day             500         500
          Comtex                               2      Each             15          30
          Lighting Expendables                 1      Total           500         500
          Audio Expendables                    1      Total            50          50     $12,730
5066-05   Raw Stock, Processing
                                                        
          Betacam-SP 30 Min. Cassettes        12      Rolls    2       32         768        $768
5066-06   Art/Props Materials
          Prop Rental                                 Allow         5,000       5,000      $5,000
5066-07   Wardrobe
          Wardrobe Allowance                          Allow         1,000       1,000      $1,000
5066-08   Travel  Lodging
          Airfares (multi-stop)                0      R/T           1,400           0
          Hotels                               1      Nights   6      150         900
          Tips                                 0      Days             25           0
          Traveling Crew Members               0      Days     0       50           0        $900
5066-10   Locations/Permits
          Location Scouting                    0      Days            450           0
          Location Fees                        2      Days          2,500       5,000
          Permits                              1      Day             450         450
          Location Expenses                    1      Day             500         500
          Security                             2      Days            200         400      $6,350
5066-80   Crew Lunch 
          Crew Lunch                           2      Days    40       18       1,440      $1,440

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

 Acct#         Description                    Amount  Unlts  X      Rate        Subtotal  Total
<S>       <C>                                 <C>     <C>    <C>    <C>         <C>       <C>
5065-00   Health Club Shoot
5066-00   Host Shoot (CONT D)
5066-80   Crew Meals
          Craft Services                         2      Days   40        6        480       $480
506-      Total Fringes
              STS PayTx                       19.0%                 15,400      2,926
              O.C. Sales Tax                  7.75%                    768         60     $2,986
<CAPTION>
                                                                    Total  For  5066-00  $47,054

         TOTAL PRODUCTION                                                                $88,062
<S>       <C>                                 <C>     <C>    <C>    <C>         <C>       <C>
5065-00   Health Club Shoot
5068-00   Transcriptions & Window Dubs
5068-10   Transcriptions
          Transcriber                          40      Hours            25      1,000    $1,000
5068-50   VHS Dubs & Viewing Copies
          VHS Window Dubbing costs                     Allow           400        400      $400
<CAPTION>

                                                                    Total For 5068-00    $l,400
<S>       <C>                                 <C>     <C>    <C>    <C>         <C>       <C>
5065-00   Health Club Shoot
5070-00   Show Offline Editing
5070-01   Off-Line Editing
          AVID Digitzing/Editing               14      Days         1,000       14,000  $14,000
5070-02   Off-Line Tape Stock
          Off-line Tape Stock                          Allow          200          200     $200
<CAPTION>

                                                                   Total  For 5070-00   $14,200
<S>       <C>                                 <C>     <C>    <C>    <C>         <C>       <C>
5065-00   Health Club Shoot
5080-00   Show Online Editing
5080-11   On-Line Editing
          On-line to D-2 Master                 7        Days        1,560      10,920  $10,920
5080-12   On-Line Tape Stock
          D-2 Blacked & Coded Stock            30     Minutes            4         120
          1" Blacked & Coded Stock             30     Minutes            3          90
          Beta-SP Blacked & Coded Stock         0     Minutes            2           0     $210
<CAPTION>

                                                                   Total  For  5080-00  $11,130
<S>       <C>                                 <C>     <C>    <C>    <C>         <C>       <C>
5065-00   Health Club Shoot
5081-00   Music
5081-10   Original Music Score
          Estimate                                    Allow          6,000      6,000    $6,000
<CAPTION>

                                                                   Total  For 5081-00    $6,000
<S>       <C>                                 <C>     <C>    <C>    <C>         <C>       <C>
5065-00   Health Club Shoot
5082-00   Sound ( Post Productlon)
5082-01   Lay Over/Lay Back
          D-2 to One-inch                      21     Passes           140        280      $280
50B2-10   Sweetening/Mix.
          Sweetening/Mix-down                  21     Hours            150      1,800    $1,800
5082-60   V.O. Recording Time
          Recording Session time               21     Hours            150        300      $300
<CAPTION>
                                                                   Total  For  5082-00   $2,380
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

 Acct#     Description                        Amount  Units  X      Rate        Subtotal  Total
<S>       <C>                                 <C>     <C>    <C>    <C>         <C>       <C>
5065-00   Health Club Shoot
5083-00   Duplication
5083-01   Misc. Duplication
              1"  Dubs                           1     Each           170         170
              3/4" Dubs                          1     Each            80          80
              VHS Dubs                           4     Each            25         100        $350
<CAPTION>
                                                                 Total   For   5083-00       $350
<S>       <C>                                 <C>     <C>    <C>    <C>         <C>       <C>
5065-00   Health Club Shoot
5084-00 Art Direction & Graphics
5084-01 Art Direction Personnel
        Art Direction  Supervision                     Allow        5,000       5,000      $5,000
5084-02 Animation
        Animation                                      Allow        5,000       5,000      $5,000
<CAPTION>
                                                                 Total     For 5084-00    $10,000
<S>       <C>                                 <C>     <C>    <C>    <C>         <C>       <C>
5065-00   Health Club Shoot
5090-00   Administrative Expenses
5090-01   Messengers/Couriers
          Allowance                               6    Runs                 30    180        $180
5090-08   Telephone/Fax/Cellular
          Telephone / Fax                         6    Weeks                100   600
          Cellular time                           2    Weeks                150   300        $900
5090-50   Office Supplies/Postage
          Allowance                                                    Total For 5090-0O   $1,180
<CAPTION>
<S>       <C>                                 <C>     <C>    <C>    <C>         <C>       <C>
5065-00   Health Club Shoot
5091-00   Shipping & Customs
5091-01    Fed Ex
              Allowance                          30    Packs               22.5   675       $675
<CAPTION>
                                                                      Total  For   5091-00  $675
<S>       <C>                                 <C>     <C>    <C>    <C>         <C>       <C>
5065-00   Health Club Shoot
5092-00   Unit Publicity
5092-20   NIMA Copies
          NIMA Dubs                                1   Each                 401    401       $40
<CAPTION>
                                                                       Total  For   5092-00  $40
<S>       <C>                                 <C>     <C>    <C>    <C>         <C>      <C>
5065-00   Health Club Shoot
              TOTAL OTHER                                                                 $1,895

 5095         Insurance                                                                   $6,318

 5096         Production Variance                                                             $0

 4000         Production Fee                                                             $67,395

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Acct#       Description     Amount  Units  X     Rate    Subtotal    Total
<S>    <C>                                                           <C>
       TOTAL ABOVE-THE-LINE                                          $75,193
       TOTAL BELOW-THE-LINE                                          $135,417
       TOTAL ABOVE & BELOW-THE-LINE                                  $210,610
       GRAND TOTAL                                                   $284,324

</TABLE>

<PAGE>


                                   Exhibit "B"

                                    Affidavit
                                  (Testimonial)


For  valuable  consideration,  the receipt and  sufficiency  of which are hereby
acknowledged,  and  intending  to  be  legally  bound,  I  hereby  give  Dynamic
International,  LTD. and Script to Screen, Inc. their representatives,  assigns,
employees, and any person,  corporation, or entity acting under their permission
or  authority  or for whom they might  hereafter  referenced  (collectively  the
foregoing are referred to as "Affiliates"), the right and permission to publish,
reproduce,  distribute,  and /or  otherwise  use my name,  any  still or  moving
photographic  image or sound  recording of me or my minor child,  in whole or in
part (the "Performance"), and any statement or endorsement (including any letter
or photograph),  or any portions thereof (the  "Testimonial"),  made by me or my
minor child  regarding or related to the product  known as  "Spalding  Rotaflex"
(the  "Product") in such manner,  for such  purposes and with such  frequency as
they shall  determine in their sole discretion  without further  compensation or
consideration  to  me  and  without  further  authorization  by  me.  I  further
acknowledge that the Performance  and/or  Testimonial  shall constitute the sole
property of Dynamic International, LTD.

I  also  affirm  (1)  that  any  statements  or  endorsement  made  by me in the
Performance  and/or  Testimonial are factually  accurate and represent my honest
opinions,  findings, beliefs, or experiences,  (2) that I was not compensated in
exchange for my endorsement but I have received a nominal, if any, reimbursement
for my time and  expenses,  and (3) that  there  exists no  material  connection
between myself and Dynamic International, LTD.

I hereby  waive  all  rights  of  inspection  or  approval  with  regard  to any
recording,  taping,  reproduction,  proposed printed, audio or video publication
and/or other use of my name,  the  Performance  and  Testimonial.  I also hereby
release,  discharge  and agree to hold  harmless  Dynamic  International,  LTD.,
Script  to  Screen,  Inc.  and their  Affiliates  from and  against  any and all
liability resulting from their use of my name, the Performance,  and Testimonial
or related to my use of the Product.

I hereby warrant that I am over eighteen years of age, and competent to contract
in my own name.  I have read this  release  and  affidavit  before  affixing  my
signature below, and warrant that I fully understand the contents thereof.

                        ---------------------------------------------------
                        Name                                           Date

                        ---------------------------------------------------
                        Address                                   Telephone

                        ---------------------------------------------------
                        City                   State                    Zip

                        ---------------------------------------------------
                        Social Security Number

                                       18