EXHIBIT 10.55
SOFTWARE PUBLISHING AND LICENSING AGREEMENT WITH BRODERBUND SOFTWARE, INC.

                            BRODERBUND SOFTWARE, INC.

                   SOFTWARE PUBLISHING AND LICENSING AGREEMENT

This  Agreement,  dated February 9, 1996, is made between  Broderbund  Software,
Inc., a Delaware  corporation  doing business at 500 Redwood Blvd.,  Novato,  CA
94948 ("Publisher"),  and Capitol Multimedia, Inc., a Delaware corporation doing
business  at  7315  Wisconsin  Avenue,  Suite  800E,  Bethesda,  Maryland  20814
("Author"), and whose federal taxpayer identification number is 52-1283993.

                                    RECITALS

A. Author possesses  expertise in the field of multimedia  software  development
and has developed or is developing the Properties and Works described below.

B.  Publisher  possesses  expertise  and is engaged in the  business of software
publishing,  marketing  and  distribution,  and  desires  to obtain  the  rights
transferred by this Agreement for the purpose of publishing the Works.

C. Publisher wishes to develop an ongoing,  long-term  relationship  with Author
for the purpose of publishing future works.

NOW, THEREFORE, the parties agree as follows:

                                    AGREEMENT

1. The Work(s).

     1.01 Work(s).  Author shall develop at its location and at its sole expense
software  programs and related  materials based on Gregory & the Hot Air Balloon
and Darby the Dragon (each a "Property" and collectively the  "Properties"),  as
described herein. Specifically,  Author shall develop a Windows/Macintosh CD-ROM
version of each of the Properties  (each a "Work" and collectively the "Works").
Author will be responsible for all aspects of product development for the Works.
Author's  responsibilities  shall include but not be limited to product  design,
research,  programming,  screen writing, art direction, character design, screen
graphics,  animation,  sound design, sound recording,  music composition,  music
production, music recording and voice talent. Publisher shall be responsible for
all product testing,  quality assurance,  packaging,  manufacturing,  marketing,
promotions,  sales,  distribution  and  customer/technical  support.  Author and
Publisher  shall work  together  in good faith and each shall  provide the other
with   commercially   reasonable   support   in  the  other   party's   area  of
responsibility, as appropriate under the circumstances.

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EXHIBIT 10.55
SOFTWARE PUBLISHING AND LICENSING AGREEMENT WITH BRODERBUND SOFTWARE, INC.

     1.02  Conversions.  A  Conversion  ("Conversion")  shall be  defined  as an
adaptation of a Work to enable it to function on additional  computer  platforms
other than  platforms  supporting  either (i) the  current  Macintosh  operating
system and any upgrades,  derivations,  or  modifications  thereto;  or (ii) the
Windows 3.1 or Windows 95 operating  system,  and any upgrades,  derivations  or
modifications thereto.

     1.03 Sequels.  A Sequel ("Sequel") shall be defined as any software program
set  chronologically  after or before the events depicted in a Work that has one
or more of the following features:  a) the title of the Work is contained in the
title or subtitle of the software  product;  b) the software product is based in
whole or in substantial part on any one or more of the character(s) in the Work;
or c) the  software  product  is  based  in  whole  or in part on any  storyline
contained in the Work.  Sequels  shall include  prequels,  as well as sequels to
Sequels.

     1.04 Derivative Products. A Derivative Product ("Derivative Product") shall
be defined as any product other than a computer  software program which is based
upon or suggested by the Works or any audiovisual  effects  (including  animated
and/or static  characters  and figures)  contained in or presented by the Works.
Derivative  Products  include  but are  not  limited  to  posters,  articles  of
clothing,  books, comic books,  musical  recordings,  toys,  magazines and other
forms of merchandise.

     1.05 On-Line  Version.  An On-Line  Version  ("On-Line  Version")  shall be
defined as any interactive  multimedia product or program derived from the Works
which  is  specifically  designed  and  implemented  for  delivery  via  on-line
distribution,  including through commercial online services and cable television
systems.

     1.06 Linear Media Products. A Linear Media Product ("Linear Media Product")
shall be defined as any noninteractive electronic media products, including, but
not limited to, linear motion pictures, videos or television programs, which are
derived from the Works.

     1.07 Foreign Language  Adaptations.  A Foreign Language Adaptation shall be
defined as any adaptation of the Works for any foreign (i.e., non--US) territory
or any language  other than English.  Examples of Foreign  Language  Adaptations
include  but are not limited  to: a.) fully  localized,  wherein all text in the
Work(s) is translated and all audio is dubbed, re--recorded,  or subtitled, with
localized packaging; and b.) partially localized,  where some but not all of the
elements  described  in  the  preceding  section  are  translated  or  otherwise
localized.   Publisher  shall  have  the  right  to  publish  Foreign   Language
Adaptations, subject to the terms and conditions herein.


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EXHIBIT 10.55
SOFTWARE PUBLISHING AND LICENSING AGREEMENT WITH BRODERBUND SOFTWARE, INC.

2.  Delivery and Acceptance.

     2.01  Delivery.  Author  shall  deliver  each  deliverable  item defined in
Appendix A of this Agreement to Publisher,  which deliverable item shall conform
to the  specifications  also set forth in  Appendix  A, in  accordance  with the
delivery  schedule set forth in Appendix B to this  Agreement.  Author will give
Publisher  written notice of each delivery,  and no delivery shall be considered
complete until Publisher has received written notice and verified receipt of the
deliverable  item. If Author fails to deliver any deliverable  item on or before
the specified  delivery dates,  Publisher shall provide written notice to Author
of such failure to deliver.

     2.02  Delivery of Masters.  Author  shall  deliver to  Publisher  the final
Win/Mac  master for the first Work by March 15, 1996 and shall deliver the final
Win/Mac master for the second Work by May 25, 1996.

     2.03  Localization  Kits.  Author shall provide Publisher with localization
kits for the Works to allow  Publisher to develop and publish  Foreign  Language
Adaptations.

     2.04  Acceptance.  A deliverable item shall be deemed accepted by Publisher
upon Publisher's  written notice to Author that the deliverable item conforms to
the  specifications  set forth in Appendix A. In the event that the  deliverable
item does not conform to the  specifications  set forth in Appendix A, Publisher
shall give Author written notice of the aspects in which the deliverable item is
deficient;  Author  shall have a  reasonable  amount of time,  which shall in no
event  exceed  thirty (30) days  without the written  consent of  Publisher,  to
correct such  deficiencies.  If Publisher  gives notice in the manner  specified
above and the changes  submitted by Author do not cause the deliverable  item to
conform  to the  specifications  set  forth in  Appendix  A, or no  changes  are
submitted  within  a  reasonable  time as  defined  above,  then  Publisher  may
terminate this Agreement by giving written notice to Author.

3.  Grant of Rights.

     3.01  Rights  to  the  Works,   On-Line   Versions  and  Foreign   Language
Adaptations.  Author hereby grants  Publisher,  its  successors  and assigns the
exclusive  worldwide  right  to  publish,  manufacture,  reproduce,  market  and
distribute the Works, On-Line Versions and Foreign Language Adaptations.  Author
shall retain the copyrights in the Works,  On-Line Versions and Foreign Language
Adaptations  and Author hereby grants  Publisher the right to use any trademark,
label or  copyright  associated  with the  Works,  On-Line  Versions  or Foreign
Language  Adaptations  throughout the world.  Further,  Author hereby grants and
assigns  to  Publisher  for its use any  and all  intellectual  property  rights
including,  without  limitation,  all rights now or  hereafter  protected by the
copyright laws (common and statutory) of the United States,  foreign  countries,
and  international  copyright  conventions  with  respect to the Works,  On-Line
Versions and Foreign Language Adaptations.  Further, Author grants 


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EXHIBIT 10.55
SOFTWARE PUBLISHING AND LICENSING AGREEMENT WITH BRODERBUND SOFTWARE, INC.

Publisher  the right to produce  related  products  as  marketing  tools for the
Works,  On-Line Versions and Foreign Language  Adaptations without  compensation
therefrom to Author.

     3.02 Right to Sequels.  Author hereby grants to Publisher,  its  successors
and assigns, the exclusive worldwide right to publish,  manufacture,  reproduce,
market and distribute Sequels.  Author shall retain the copyright in Sequels and
Author  hereby  grants to  Publisher  the right to use any  trademark,  label or
copyright associated with Sequels throughout the world. Further,  Author assigns
to Publisher for its use any and all  intellectual  property  rights  including,
without limitation,  all rights now or hereafter protected by the copyright laws
(common  and  statutory)  of  the  United   States,   foreign   countries,   and
international  copyright  conventions with respect to Sequels.  Further,  Author
grants  Publisher the right to produce  related  products as marketing tools for
Sequels without compensation therefrom to Author.  Notwithstanding the above, in
the event that  Publisher does not exercise its option to determine to publish a
Sequel to a Work within  eighteen (18) months after the date of  publication  of
such Work (as described in Section 5.04), the rights to such Sequel shall revert
to Author.  In the event that Publisher does not exercise its Sequel option with
regard to  either  Work,  then all  Sequel  rights  shall  revert to Author  and
Publisher shall have no further rights in any Sequels to the Works.

     3.03 Rights to Conversions and Linear Media  Products.  Author shall retain
the  exclusive  worldwide  right to develop,  reproduce,  market and  distribute
Conversions and Linear Media Products.  This right includes the right to use any
trademark,  label or copyright  associated with the Conversions and Linear Media
Products and to license the Conversions and Linear Media Products and associated
trademarks, labels and copyrights for use in any form throughout the world.

     3.04 Rights to  Derivative  Products.  Author  shall  retain the  exclusive
worldwide  right to  manufacture,  reproduce,  market and distribute  Derivative
Products. This right includes the right to use any trademark, label or copyright
associated with the Derivative Products,  and to license the Derivative Products
and associated trademarks,  labels and copyrights for use in any form throughout
the world.

     3.05 Rights to Underlying Technology. Author shall retain all rights in the
technology  underlying  the Works and  Publisher  acknowledges  and agrees  that
Author may utilize the technology in Author's other products  provided that such
products do not infringe on Publisher's rights as set forth in this Agreement.


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EXHIBIT 10.55
SOFTWARE PUBLISHING AND LICENSING AGREEMENT WITH BRODERBUND SOFTWARE, INC.

4.  Royalty and Development Fees.

     4.01 Royalties.  Publisher shall pay Author as non-refundable royalties the
following  percentages  of Sales  Receipts  (as defined in Section  4.02 below),
after  subtracting  from any such  royalties all  acceptance  fees  described in
Section 4.03 and  Appendix B or  development  fees  described in Section 4.04 of
this Agreement.  Acceptance fees shall be subtracted  specifically from the sale
of each Work or Sequel, as appropriate, and development fees shall be subtracted
from the sale of Foreign Language Adaptations.

     Sales of the Work, On-Line Versions, Sequels, Foreign
     Language Adaptations and Conversions by Publisher                 30%

     OEM sales of the Work, Sequels, Foreign Language Adaptations
     and Conversions                                                   50%

     4.02 Sales Receipts.  Sales Receipts ("Sales Receipts") shall be defined as
actual cash receipts  derived from the sale by Publisher of the Works,  Sequels,
Foreign Language Adaptations,  On-Line Versions or Conversions by Publisher less
the following amounts, as relating to such cash receipts:

a. Sales or use taxes,  excise taxes and value-added  taxes for licensing (where
applicable);

b. Cost of goods (which is hereby defined to be actual costs to Publisher of all
components of the final packaged  goods,  such as CD media,  manual,  packaging,
registration  cards,  etc.,  plus an  overhead  charge not to exceed ten percent
(10%)  of the  total  actual  costs;  currently,  cost  of  goods  for a Work is
estimated to be $3.50 per unit;  such amount shall be adjusted  each October 1st
and determined on an annualized basis);

c. Duties;

d. Returns, including a reserve for future returns which shall not exceed $7,000
per Work;

e. Price protection allowances;

f. Any packing or shipping charges, to the extent the same are actually included
in the invoice price;

g. Any amounts  received by  Publisher  for  promotional,  backup,  upgrade,  or
replacement copies;

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EXHIBIT 10.55
SOFTWARE PUBLISHING AND LICENSING AGREEMENT WITH BRODERBUND SOFTWARE, INC.

Notwithstanding  the  foregoing,  for purposes of calculating  royalties,  sales
receipts from sales made by Publisher directly to end users (including,  but not
limited to,  schools and  consumers)  through  the mails or  otherwise  ("Direct
Sales")  shall be  calculated  by  multiplying  the actual  number of units sold
through  Direct Sales times the per unit price  charged to  Publisher's  largest
volume distributor.

     4.03  Acceptance  Fee.  Publisher  shall pay  Author an  acceptance  fee on
acceptance   of  the  final   masters  of  the  Works  as  an  advance   against
non-refundable  royalties  on the  Works,  as  more  specifically  described  in
Appendix B hereto.

     4.04 Development Fees for Foreign Language Adaptations. After acceptance by
Publisher of localization kits (as more  specifically  described in Appendix C),
Publisher   shall  pay  Author  Foreign   Language   Adaptation   non-refundable
development  fees in the amount of $150,000 per  Property as an advance  against
royalties on the international sales of the Foreign Language Adaptations.

     4.05 Derivative  Product Fees. The parties agree that  Derivative  Products
may be  merchandised  by a third party (i.e.,  a licensing  specialist).  Author
shall pay Publisher twenty percent (20%) of all revenues received by Author from
such  Derivative  Products  after  subtracting  amounts  paid to such  licensing
specialist (if any).

     4.06  Licenses.  A License  will be any sale of the Works or  Sequels  by a
third party under (a) specific license from Publisher for international versions
of the Works or  Sequels  for  countries  not  supported  by  Publisher,  or (b)
specific  license  from Author for hardware  formats not  directly  supported by
Publisher  (i.e.,  Conversions  not performed by Publisher)  including,  without
limitation,  video game  platforms.  Author and Publisher  each shall receive as
royalties twenty percent (20%) of license receipts.

     4.07 Linear Media Products. Author shall pay Publisher twenty percent (20%)
of all fees  (other than  development  fees) paid to Author by a third party for
any Linear Media Product.

5. Modifications, Enhancements and Revisions.

     5.01  Modifications.  Publisher shall have the right to reasonably  request
that  Author  make any  modification  prior to  publication  to the Works or any
Foreign  Language  Adaptation  or Sequel to be published  by  Publisher  that it
deems,  in  its  sole   discretion,   necessary.   Author  agrees  to  make  any
modifications it deems reasonable.

     5.02 Revisions, Enhancements and Updates. Publisher shall have the right to
publish revised,  enhanced or updated editions or versions of the Works, Foreign
Language  Adaptations  and Sequels to be  published  by  Publisher.  As mutually
agreed  by the  parties,  Author  shall  be  responsible  for  any  commercially
reasonable  changes in the Works,  Sequels  published  by  Publisher  or Foreign
Language  Adaptations at the 


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EXHIBIT 10.55
SOFTWARE PUBLISHING AND LICENSING AGREEMENT WITH BRODERBUND SOFTWARE, INC.

reasonable  request of  Publisher  and to supply any new material for the Works,
Sequels  published  by  Publisher  or  Foreign  Language  Adaptations  as may be
necessary to revise, enhance or update the Works, Sequels published by Publisher
or Foreign Language Adaptations.

     5.03  Conversions.  Author  retains the  exclusive  rights as  described in
Section 3 of this Agreement with respect to any Conversions  which are developed
during the term of this Agreement.  If Author or Publisher  desires to develop a
Conversion,  the party so desiring  shall  notify the other  party.  Thereafter,
Publisher shall have a right of first refusal to publish the Conversions for any
platform  which  Publisher  can  reasonably  demonstrate  that  it  has  devoted
significant resources to and which is then currently supported by Publisher.  In
the event that Publisher  performs a Conversion,  Author shall receive royalties
under the primary royalty  schedule set forth in Section 4.01. If, however,  the
Conversion is performed by a third party, it shall be treated as a License,  and
Publisher  shall receive twenty percent (20%) of Author's  revenues as set forth
in Section 4.06.

     5.04 Sequels.  Publisher  retains the rights as described in Section 3 with
regard  to  Sequels  which  are  developed  by  Author  during  the term of this
Agreement. In the event that Author desires to develop a Sequel to either of the
Works,  Publisher  shall have  eighteen  (18) months  following  the  commercial
release  of each Work in which to decide  whether  to  publish a Sequel.  In the
event that Publisher determines to publish such Sequel, the terms and conditions
set forth  herein  applicable  to the Works shall also apply to such  Sequel(s).
With respect to each  Property,  for a period of eighteen (18) months  following
commercial release of the respective Work (the "Sequel Period"), Publisher shall
have a Sequel Right, as follows.  If, during the Sequel Period,  Publisher gives
to Author  written  notice that  Publisher  wishes to publish a Sequel to a Work
("Publisher Sequel Notice"), Author shall agree to develop such Sequel according
to  a  commercially  reasonable  schedule,  according  to  the  same  terms  and
conditions as contained in this  Agreement  with respect to a Work. If Publisher
gives Publisher  Sequel Notice and Author fails to develop the requested  Sequel
in a  commercially  reasonable  time,  Author  shall  have no right to develop a
sequel at any time with any third party.  If, during the Sequel  Period,  Author
gives Publisher  written notice that Author wishes to develop a Sequel to a Work
("Author Sequel  Notice"),  Publisher shall respond during the Sequel Period and
shall  agree to publish  such  Sequel  according  to a  commercially  reasonable
schedule  according  to the same  terms  and  conditions  as  contained  in this
Agreement  with  respect  to the Work.  Either  party's  failure to respond to a
Sequel  Notice  with  respect to a Property  shall not act as a waiver of rights
with respect to Sequels for the other Property.

6.  Accounting;  Reports.  Publisher  shall make  quarterly  accounting of Sales
Receipts to Author and pay royalties on said  receipts by the  fifteenth  (15th)
day following the end of the quarter.  Such accounting statement shall break out
gross receipts,  the cost of goods (which shall be adjusted each October 1st and
determined  on  an  annualized  


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EXHIBIT 10.55
SOFTWARE PUBLISHING AND LICENSING AGREEMENT WITH BRODERBUND SOFTWARE, INC.

basis),  the reserve for returns,  the price protection  reduction and net sales
receipts for each Work, On-Line Version, Sequel, Foreign Language Adaptation and
Conversion,  if any (each  statement shall provide detail by country for Foreign
Language  Adaptations).  Publisher shall cooperate with Author to provide Author
with specific  accounting  information it may reasonably  request.  Author shall
have the right to examine  Publisher's  books for the sole  purpose of verifying
the accuracy of such  quarterly  accounting,  at Author's  own  expense,  during
normal business  hours,  no more  frequently than twice a year.  Publisher shall
also provide Author with calendar  quarterly reports setting forth the amount of
sell-in for each Work for the previous quarter.

7.  Term.

     7.01 Basic Term.  The term of this  Agreement  shall  continue  until it is
terminated  by either or both  parties in the  manner  and under the  conditions
defined  elsewhere in this Agreement.  With respect to each Work and Sequel,  in
the event that, for any twelve (12) month period ending on an anniversary of the
commercial  release  of the  particular  Work,  Publisher  has sold  fewer  than
twenty-five  thousand  (25,000)  units of the Work,  Author may  terminate  this
Agreement with respect to that Work only by giving Publisher written notice that
Author  intends to  terminate  the  Agreement  with  respect to such Work.  Upon
receipt of such written notice,  Publisher shall have thirty (30) days to pay to
Author the amount of  royalties it would have  received on Sales of  twenty-five
thousand  (25,000)  units of such Work in order to continue  this  Agreement and
maintain its rights in the Works as set forth  herein.  The formula to determine
the  dollar  amount per Unit  necessary  to  calculate  the amount to be paid to
Author to maintain  these rights shall be: total  royalties  earned and paid for
during the twelve (12) month period  divided by the total number of units of the
Work sold during the same period  multiplied  by (25,000  minus  number of Units
sold during the same period).

     7.02 Cessation of  Publication.  If Publisher at any time ceases to produce
and to market the Works and all Foreign  Language  Adaptations,  Conversions and
Sequels  published by  Publisher,  Publisher  shall notify Author in writing and
Author may, by written notice to Publisher, terminate this Agreement as provided
for in Section 13.02.

8.  Support and Bug Fixes.

     (a) Publisher agrees: (i) that its technical  representatives,  or those to
whom it designates  its  technical  support  responsibilities,  will provide all
support and assistance  with respect to the Works;  and (ii) that such technical
representatives  will  use  commercially  appropriate  efforts  to  resolve  the
problem(s)   presented  to  them.   Only  to  the  extent  that  such  technical
representatives  are,  after  the  exercise  of  such  commercially  appropriate
efforts,  unable to resolve a problem(s) so presented  will  Publisher  refer to
problem(s) to Author for a resolution or work around.

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EXHIBIT 10.55
SOFTWARE PUBLISHING AND LICENSING AGREEMENT WITH BRODERBUND SOFTWARE, INC.


     (b) For  matters  referred  to  Author by such  technical  representatives,
Author will  endeavor to identify the cause of the alleged  malfunction.  Author
will advise Publisher of a work around for the problem that will allow continued
utilization of the Works in the manner  contemplated by the Work  documentation,
or a permanent  procedure to correct,  avoid,  or preclude the occurrence of the
problem in the future.  If the  solution  provided  by Author is a work  around,
Author will  thereafter  provide a permanent  resolution for the  malfunction as
soon as possible.

     (c) Author will have no technical support responsibilities  whatsoever with
respect to the Works except as to Publisher.

     (d) Author will fix all reported bugs, for no additional compensation, on a
priority  basis for the first two (2) months  after final  delivery of any Work,
and on a normal priority basis for the following ten (10) months. Priority basis
shall mean Author will allocate at least seventy-five  percent (75%) of a senior
programmer's  time to repair  the  reported  bug(s)  until  such  repair(s)  are
complete.

9.  Warranties.

     9.01 Warranties of Author. Author warrants that Author possesses full power
and authority to make this  Agreement;  that it is the sole author of the Works;
that the Works are not in the public  domain;  that the Works are original  with
Author  in every  respect;  that  neither  the Works  nor any part  thereof  has
previously been published; and that Author has not heretofore granted any rights
to the  Works to any other  person  or  persons.  Author  agrees  to defend  and
indemnify  Publisher  for and  against  all  claims  arising  from the breach or
alleged breach of any warranty  given herein,  and against all claims of patent,
trade secret and copyright  infringements  and any related claims such as unfair
competition,  by third parties  arising from the Works,  provided that Publisher
gives Author prompt  written notice of any such claim.  If Author  breaches this
condition, Publisher may withhold payments due to Author under this or any other
agreement  with  Publisher  until  Publisher  is  indemnified  for  the  cost of
defending or settling any infringement  claim or for the payment of any judgment
arising from an  infringement  claim.  The provisions of this Section 9.01 shall
survive any termination of this Agreement.

     9.02 Warranties of Publisher.  Publisher warrants that Publisher  possesses
full power and authority to make this Agreement.  Publisher agrees to defend and
indemnify  Author for and against all claims  arising from the breach or alleged
breach of any warranty  given  herein,  as well as for and against all claims by
third parties of trademark and copyright  infringement  relating to  Publisher's
trademark or the packaging, marketing and sales material for the Works, provided
that  Author  gives  Publisher  prompt  written  notice of any such  claim.  The
provisions of this Section 9.02 shall survive any termination of this Agreement.

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EXHIBIT 10.55
SOFTWARE PUBLISHING AND LICENSING AGREEMENT WITH BRODERBUND SOFTWARE, INC.

10. Publishing the Works; Marketing. Publisher shall use commercially reasonable
efforts to market,  promote,  price and  distribute  the Works  according to its
practice  for  software  products  of a  similar  nature  and  quality  which it
distributes which generate similar revenues. Publisher shall have the sole right
to  determine  the manner,  style or design of  publication  or marketing of the
Works and any Foreign Language Adaptations,  Sequels or Conversions published by
Publisher, the title under which the Works and any Foreign Language Adaptations,
Sequels or Conversions published by Publisher,  will be published, and the price
at which the Works and any Foreign Language Adaptations,  Sequels or Conversions
published by Publisher, shall be sold or licensed.

11.  Non-Exclusive.  Both  parties  shall be free to  publish  other  children's
adventure  game  software  without  limitation so long as such software does not
infringe  on the  rights of  either  party as set forth  herein  and/or  use the
characters or storyline of the Works or any Sequel published by Publisher.

12.  Copyright, Trademarks and Attribution.

     12.01  Copyright.  Publisher  shall  place  a  copyright  notice  upon  the
packaging and  collateral  materials and Author shall place such notice upon the
software  title  screen.  In the  case  of the  Works  or any  Foreign  Language
Adaptation, Sequel or Conversion published by Publisher this notice shall read:

     Software (C) 199__, Capitol Multimedia, Inc.
     Packaging (C) 199_, Broderbund Software, Inc.

     12.02 Trademarks.  Any trademarks used by Publisher to name or identify the
Works shall be the exclusive  property of Author. Any trademarks used to name or
identify the series of products shall be the exclusive property of Publisher.

     12.03 Attribution;  Packaging and Promotional Materials.  Publisher desires
to promote Author as a creative  talent in the field of computer  software,  and
agrees  to place  Author's  name on the  front of the  packages  at  Publisher's
discretion,  in the  on-screen  credits  of the Works and in the  documentation,
consistent  with  Publisher's  established  practice.  Author  agrees  to  place
"Broderbund  Presents"  on the  splash  screens at the  beginning  of the Works.
Publisher  shall provide  Author with the requisite  materials to facilitate the
incorporation of the "Broderbund  Presents" screen. Author shall have a right of
approval on all  background  material of Author not  provided by Author.  Author
hereby grants  Publisher the right to utilize  Author's  relevant  trademarks in
Publisher's  packaging,  documentation and promotional materials relating to the
Works,  Foreign Language  Adaptations,  and Conversions or Sequels  published by
Publisher.  From time to time, as deemed appropriate by Publisher,  Author shall
be provided  with an  opportunity  to consult with  Publisher  on packaging  and
collateral materials.

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EXHIBIT 10.55
SOFTWARE PUBLISHING AND LICENSING AGREEMENT WITH BRODERBUND SOFTWARE, INC.

13.  Termination.

     13.01  Termination for Cause.  Either party may terminate this Agreement if
the other party has committed a default  hereunder and such default has not been
cured within thirty (30) days of written notice to the other party,  except that
if  there  is a  bonafide  dispute  as to the  amount  of  royalties  to be paid
hereunder,  such  disputes  shall be  submitted to  arbitration  by the American
Arbitration Association in San Francisco,  CA, and Author may not terminate this
Agreement  unless and until  Publisher  has failed to pay the  amounts  due with
interest at the lawful rate as specified in the arbitrator's  award.  Claims for
damages arising out of a breach of this contract shall survive any termination.

     13.02  Effect  of  Termination.  In the  event of any  termination  of this
Agreement  after  publication,  (a) Author may retain all  acceptance  fees paid
prior to the date of the termination,  (b) Publisher's  obligation to pay Author
royalties  from  Sales   Receipts  for  the  Works  and  any  Foreign   Language
Adaptations,  Conversions or Sequels published by Publisher, shall continue, (c)
any licensing agreements  concerning the Works,  Conversions,  Sequels,  Foreign
Language Adaptations,  Derivative Products or Linear Media Products entered into
by Author  with third  parties  shall  continue  in full force and  effect,  and
royalties  therefrom  shall be paid to  Publisher  pursuant to the terms of this
Agreement, (e) Publisher will have the right to continue to execute sales of any
copies of the Works, Foreign Language  Adaptations,  Conversions or Sequels that
are in the inventory of Publisher (or in production) at the time of termination,
and Publisher  will continue to pay Author  royalties  based upon Sales Receipts
from said sales, as specified in Section 4.01.

     13.03 Termination  During  Development  Period.  Publisher cannot guarantee
that in the volatile  software  marketplace  any  potential  product will remain
marketable during its entire development  period. If for any reason Publisher in
its sole judgment elects not to publish the Works,  Publisher may terminate this
Agreement at any time prior to  publication  by giving written notice to Author.
All monies paid to Author prior to such termination shall be non-refundable  and
no obligations shall ensue to Publisher. All rights in the intellectual property
created  by Author  shall be  retained  by Author  and  Publisher  shall have no
further rights in the Works.

14.  Proprietary  Information.  Each party acknowledges that it may be furnished
with or may  otherwise  receive or have access to  information  which relates to
past, present or future products, software, research,  development,  inventions,
processes,   techniques,  designs  or  other  technical  information  and  data,
marketing  plans,  etc. (the  "Proprietary  Information").  Each party agrees to
preserve and protect the confidentiality of the Proprietary  Information and all
physical  forms  thereof,  whether  disclosed  to the other  party  before  this
Agreement is signed or  afterward,  INCLUDING  THE TERMS OF 


Capitol Multimedia (Gregory/Darby) 2/8/96                           11

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EXHIBIT 10.55
SOFTWARE PUBLISHING AND LICENSING AGREEMENT WITH BRODERBUND SOFTWARE, INC.

THIS  AGREEMENT.  In  addition,  a party shall not disclose or  disseminate  the
Proprietary  Information for his/her own benefit or for the benefit of any third
party. The foregoing obligations shall not apply to any information which (a) is
publicly known;  (b) is given to a party by someone else who is not obligated to
maintain confidentiality;  or (c) a party had already developed prior to the day
this Agreement is signed, as evidenced by documents. Neither party shall take or
cause to be taken any physical or electronic  forms of  Proprietary  Information
(nor make copies of same) without the other party's written  permission.  Within
three (3) days after the termination of this Agreement (or any other time at the
other  party's  request),  a party shall return to the other party all copies of
Proprietary  Information in tangible form.  Author shall require each of his/her
employees  working  on  the  Works  to  sign  Publisher's  standard  Independent
Contractor  Confidentiality  Agreement.  Notwithstanding any other provisions of
this  Agreement,   the  requirements  of  this  Section  14  shall  survive  any
termination of this Agreement for a period of five (5) years.

15.  Author's  Free Copies.  Author shall be entitled to one hundred  (100) free
copies of each Work per year,  provided,  however,  that Author shall not resell
such copies. In addition,  Author shall be entitled to purchase at cost up to an
additional fifty (50) copies of each Work.

16. Entire Agreement. This Agreement,  including Appendices A, B and C, contains
the entire  agreement  between the parties and supersedes  any prior  agreement.
This Agreement may be changed only by mutual agreement in writing.

17.  Governing  Law,  Assignment and Attorneys'  Fees.  This Agreement  shall be
governed by the laws of the State of California.  Although Author may not assign
obligations under this Agreement without Publisher's prior written consent, this
Agreement  shall be binding  upon the  personal  representatives  and assigns of
Author and the  successors  and assigns of Publisher.  In the event of any legal
action  between the parties  arising  from or  relating to this  Agreement,  the
prevailing party shall be entitled to reasonable  attorneys' fees from the other
party.

18.  Notice.  Any notice  required or  permitted  to be given by the  provisions
hereof shall be  conclusively  deemed to have been received by a party hereto on
the day it is  delivered  to such party at the address  indicated  above in this
Agreement  (or at other such  address as such party  shall  specify to the other
party  in  writing)  by U.S.  Mail  with  Acknowledgment  of  Receipt  or by any
commercial courier providing equivalent acknowledgment of receipt.

Capitol Multimedia (Gregory/Darby) 2/8/96                           12

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EXHIBIT 10.55
SOFTWARE PUBLISHING AND LICENSING AGREEMENT WITH BRODERBUND SOFTWARE, INC.

19. Counterparts.  This Agreement may be executed in counterparts, each of which
shall be an original and which collectively,  with the counterpart signed by the
other party hereto, shall constitute one instrument.


IN WITNESS WHEREOF,  the undersigned  hereby acknowledge that they have read and
understand the terms of this Agreement,  including  Appendices A, B and C (which
are hereby  included in this Agreement by this  reference),  and that by signing
this Agreement they agree to be bound by all terms,  conditions and  obligations
contained herein.

PUBLISHER                                    AUTHOR
BRODERBUND SOFTWARE, INC.                    CAPITOL MULTIMEDIA, INC.


By: /s/ Laurie Strand                        By: /s/ Robert Bogin
--------------------------                      ------------------------

Name: Laurie Strand                          Name: Robert Bogin
      --------------------                        ----------------------
  

Title: Exec. Publisher                       Title: President


By: /s/ Harry Roy Wilker
    ---------------------

Name: Harry Roy Wilker

Title:  Senior Vice President

Capitol Multimedia (Gregory/Darby) 2/8/96                           13

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EXHIBIT 10.55
SOFTWARE PUBLISHING AND LICENSING AGREEMENT WITH BRODERBUND SOFTWARE, INC.


                                   APPENDIX A

              SPECIFICATIONS FOR THE WORK AND ITS DELIVERABLE ITEMS


Target  Machine:  IBM/Tandy or 100%  compatible  486 SX 33 MHz. 66 MHz or faster
recommended
Minimum Required Memory:  8MB RAM
Required Peripherals:  Mouse, hard drive, Windows compatible sound card
Video Formats Supported:  Super VGA (640 x 480) 256 color only
DOS Supported:  Win 95, Windows 3.1; MS/PC-DOS 5.0 or higher
Magnetic Media Size(s) Supported:  Double speed CD-ROM drive

Target Machine:  MAC LC 575/PERFORMA 575 and above
256 color 13" monitor,  8MB RAM with 4MB free,  Double speed CD-ROM drive,  hard
drive, System 7.1 or higher.

The deliverable items for the Works shall be as follows:

I. The ALPHA  MILESTONE  shall be a version of the Works which  includes all key
segments of the Works, although some final graphics, sound effects and music may
still be missing.  The Alpha  Milestone  deliverables,  in order to be accepted,
must be playable or usable in the same manner as the intended  Final  Version so
as to  provide  the user with the "look  and  feel" of the  completed  Works and
permit the writing of first draft  documentation,  package  copy,  etc.  and the
taking  of  screen  photographs  for  package  and  publicity  purposes.  Author
understands  that Author is expected to review the Alpha  Milestone  in order to
discover all possible program defects.

II. The ALPHA  COMPLETION  SCHEDULE  shall be provided by Author to Publisher at
the time of the  Alpha  Milestone.  It  shall  contain  a list of all  graphics,
animations,  sounds and music remaining to be  implemented,  including a list of
those  elements  which are perceived as being in need of  adjustment,  tuning or
balancing,   along  with  a  planned  completion  date  for  each  item.  Author
understands  that Publisher will utilize this schedule to plan the  introduction
and marketing of the Works, and that its  comprehensiveness  and accuracy are of
critical importance.

III.  The BETA  MILESTONE  shall be a version of the  deliverables  which Author
believes is ready for shipment to customers and use by consumers, and which will
be tested by Publisher prior to its release.  The Beta shall contain all program
graphics,  animations,  sound and music and a title screen.  Author  understands
that Author is expected to review the Beta  Milestone  in order to discover  all
possible program defects,  and that this testing is to be in addition to any and
all testing conducted by Publisher.

IV. The FINAL MILESTONE shall be the golden master which,  having been tested by
Publisher, is accepted by Publisher for the purpose of publication.

Author hereby agrees to and accepts these specifications for the Works.



PUBLISHER                                    AUTHOR
BRODERBUND SOFTWARE, INC.                    CAPITOL MULTIMEDIA, INC.


By: /s/ Laurie Strand                        By: /s/ Robert Bogin
   ---------------------                        ----------------------

Name: Laurie Strand                          Name: Robert Bogin


Title: Exec. Publisher                       Title: President


By: /s/ Harry Roy Wilker
   ---------------------

Name: Harry Roy Wilker

Title:  Senior Vice President

Capitol Multimedia (Gregory/Darby) 2/8/96                           14

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EXHIBIT 10.55
SOFTWARE PUBLISHING AND LICENSING AGREEMENT WITH BRODERBUND SOFTWARE, INC.

                                   APPENDIX B

               SCHEDULE OF DELIVERABLE ITEMS AND DEVELOPMENT FEES

Gregory & the Hot Air Balloon

Date Due                      Deliverable Item                  Fee
--------                      ----------------                  ---

2/15/96                       Alpha
3/10/96                       Beta
3/25/96                       Acceptance of Final Work        $100,000
3/25/96                       Localization Kit                $150,000

Darby and the Dragon

Date Due                      Deliverable Item                  Fee
--------                      ----------------                  ---

4/10/96                       Alpha
5/1/96                        Beta
5/25/96                       Acceptance of Final Work        $100,000
5/31/96                       Localization Kit                $150,000


PUBLISHER                                    AUTHOR
BRODERBUND SOFTWARE, INC.                    CAPITOL MULTIMEDIA, INC.


By: /s/ Laurie Strand                        By: /s/ Robert Bogin
   ---------------------                        ----------------------

Name: Laurie Strand                          Name: Robert Bogin


Title: Exec. Publisher                       Title: President


By: /s/ Harry Roy Wilker
   ---------------------

Name: Harry Roy Wilker


Title:  Senior Vice President

Capitol Multimedia (Gregory/Darby) 2/8/96                           15

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EXHIBIT 10.55
SOFTWARE PUBLISHING AND LICENSING AGREEMENT WITH BRODERBUND SOFTWARE, INC.


APPENDIX C

                                LOCALIZATION KITS

                  The Localization Kit includes the following:

o    Localization  Database:  Provides a complete  listing of all audio,  video,
     graphic, and textual assets requiring translation.

o    All  internally  developed  asset  processing  tools and Capitol's  editor,
     "Composer," required to prepare and assemble the translated product.  Also,
     a listing of all commercially  available software  applications used in the
     creation and processing of program assets.

o    Detailed instructions on how to:
     -    create and process translated audio, graphic and textual assets;
     -    change the menu, error message, and dialogue text;
     -    compile  and/or link code files and  integrate all assets into a built
          product with "Composer".

o    A verified, "as-recorded" script of all the dialogue in the product.

o    The following graphic files:
     -    8 bit versions of all backgrounds, storybook pages, and interfaces and
          buttons, and text sprites used in the product with the proper palettes
          for remapping.
          Note: Capitol works in .BMP format.
     -    All animations and corresponding scripts provided as compiled Composer
          resources.

o    The following audio files:
     -    Edited English  dialogue  files for each character in high  resolution
          44.1/16 bit,  mono,  processed  format with the L1  normalization  and
          other applied processing settings.
     -    Ambiance,  background  noises,  music, and sound effects mixed without
          dialogue in 44.1/16 bit Sound Designer 2 format.
     -    Mixed audio assets in 22.05Khz.WAV format.

o    Author shall provide  technical  consultation to Publisher as needed during
     the localization process for each Work.

Capitol Multimedia (Gregory/Darby) 2/8/96                           16

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EXHIBIT 10.55
SOFTWARE PUBLISHING AND LICENSING AGREEMENT WITH BRODERBUND SOFTWARE, INC.


PUBLISHER                                    AUTHOR
BRODERBUND SOFTWARE, INC.                    CAPITOL MULTIMEDIA, INC.


By: /s/ Laurie Strand                        By: /s/ Robert Bogin
   ---------------------                        ----------------------


Name: Laurie Strand                          Name: Robert Bogin


Title: Exec. Publisher                       Title: President


By: /s/ Harry Roy Wilker
   ---------------------

Name: Harry Roy Wilker


Title:  Senior Vice President

Capitol Multimedia (Gregory/Darby) 2/8/96                           17