DISCOVERY LICENSING, INC.
                               ONE DISCOVERY PLACE
                          SILVER SPRING, MARYLAND 20910
                            RETAIL LICENSE AGREEMENT


LICENSEE:

Name:           Conspiracy Entertainment Corp.
Address:        612 Santa Monica Boulevard
                Santa Monica, California 90401
Contact Person: Sims Ahmadi
Tel. No.:       (310) 260-6150
Fax No.:        (310) 260-1450
E-Mail:         sirus@conspiracygames.com
Home page:      http://www.conspiracygames.com


DISCOVERY LICENSING, INC. ("DISCOVERY")

Contact Person: Janice Honig
                Senior Manager, Licensing
Address:        One Discovery Place
                Silver Spring, MD 20910
Tel. No.:       (240) 662-4429
Fax No.:        (240) 662-1981
E-Mail:         Janicehonig@discovery.com


<PAGE>


THIS RETAIL LICENSE AGREEMENT is entered into as of this 1st day of July, 2003
(the "Effective Date") by and between

      (1)   DISCOVERY LICENSING, INC., One Discovery Place, Silver Spring,
            Maryland 20910 (hereinafter "DISCOVERY"); and

      (2)   CONSPIRACY ENTERTAINMENT CORPORATION, 604 Santa Monica Boulevard,
            Santa Monica, California 90401 (hereinafter "Licensee").

      WHEREAS, DISCOVERY and/or its parent Discovery Communications, Inc. own or
control certain trademarks, titles, logos, names, phrases, style elements,
symbols, designs, artwork, photography and visual representations and all
intellectual property and proprietary rights therein (collectively, the
"Licensed Materials") deriving from or related to the networks and channels
owned by DISCOVERY, Discovery Communications, Inc. or their respective
affiliates; and

      WHEREAS, Licensee desires to obtain from DISCOVERY and DISCOVERY is
willing to grant to Licensee the non-exclusive right to use the Licensed
Materials in connection with the manufacture, distribution, sale, advertising
and promotion of the Licensed Products, upon the terms and conditions set forth
herein; and

      WHEREAS, this agreement consists of two parts, namely Part I, the Special
Terms with Schedules, and Part II, the Standard Clauses, which together form a
single integrated contract (the "Agreement").

      NOW THEREFORE, in consideration of the mutual promises, covenants and
undertakings contained in this Agreement, the parties agree as follows:


                                      -2-


                                     PART I
                          SPECIAL TERMS WITH SCHEDULES

     The following Special Terms and Schedules are made a part of and are
subject to the Standard Clauses of Part IT, and together form a single
integrated Agreement.

1.    The Licensed Materials: The Licensed Materials shall be comprised of (i)
      Licensed Marks; (ii) Licensed Characters; and (iii) Licensed Content, as
      follows:

      (i)   The Licensed Marks shall be: THE JEFF CORWIN EXPERIENCE.

            Those certain other Trademarks, Names, Titles, Logos and Symbols
            deriving from and related to the television series, THE JEFF CORWIN
            EXPERIENCE (the "Series"), as authorized by DISCOVERY from time to
            time.

      (ii)  The Licensed Characters shall be:

            The Likeness, Image, Persona and Voice of Jeff Corwin.

            The Likeness, Image, Persona and Voice of other individuals
            appearing in the Series, as authorized by DISCOVERY from time to
            time.

      (iii) The Licensed Content shall be:

            Certain photography, artwork, images, designs and style elements
            deriving from and related to the Series, as authorized and provided
            by DISCOVERY from time to time.

            For the avoidance of doubt, Licensee's use of the Licensed
            Characters shall only take place within the context of the Series.


                                      -3-
<PAGE>


2.    The Licensed Products: The Licensed Products shall be:

      o     Computer and video games for the following platforms:

      o     Nintendo Game Boy Advance

      o     Sony PlayStation 1

      o     Sony PlayStation 2

      o     PC Platforms

      It is understood by and between the parties that Licensee intends to
      represent the Licensed Characters as action heroes (but within their
      Series personas) in the Licensed Products.

3.    The Territory: The Territory shall be: Worldwide (as more precisely set
forth in Licensee's agreements with Nintendo, Sony and Microsoft, such
information to be shared with DISCOVERY by Licensee). Licensee shall have the
right to localize the Licensed Products into such other languages as the parties
may mutually agree upon.

4.    Distribution Channels: Licensee shall distribute the Licensed Products
only within the following channels of trade:

      o     Retail (sales of Licensed Products to stores for resale to
            consumers), limited to:

            Mass Market Stores o Club Stores

            Specialty Stores

            Electronic Superstores Software Retailers

      o     Direct Response (sales whereby Licensed Products are sold directly
            to consumers by direct mail or direct radio or television
            advertising, but in no event does it include sale of Licensed
            Products by telephone solicitation or delivery of Licensed Products
            by downloading from online computer, Internet or other such
            services)



                                      -4-
<PAGE>


      o     E-Commerce (sales whereby Licensed Products are sold directly to
            consumers via Internet Web sites as tangible goods or as software
            downloaded from said sites)

      o     OEM (sales of Licensed Products to consumers in connection with a
            third-party original equipment manufacturer's sales of computer
            hardware or software to the same consumers)

      o     Fee Web Sites (with DISCOVERY'S prior written approval only)
            Licensee shall not distribute the Licensed Products within the
            following channels of trade:

      o     Street Vendors

      o     Hawkers

      o     Telephone Sales

5.    The Term: The Tenn shall commence on the Effective Date and shall expire
two (2) years later, unless this Agreement is earlier terminated pursuant to the
provisions hereof.

6.    Royalty Payment: 10% of Net Revenue for the Retail Distribution Channel
and 20% of Net Revenue for the Direct Response, E-Commerce and OEM Distribution
Channels; provided, however, that should DISCOVERY assist Licensee with
establishing any Distribution Channels in a particular country, then the Royalty
Payment shall be 35% of any Net Revenue for that country.

7.    Advance Royalty $100,000 (U.S. dollars). Licensee shall pay the Advance
Payments: Royalty Payments, in U.S. dollars, according to the payment schedule
set forth below:

      Total Amount Due
      (in U.S. Dollars)    Payment Schedule

      $25,000              Upon Licensee's first release of Licensed Products,
                           but in no event later than the Distribution Date
                           (i.e., May 1, 2004).

      $37,500              June 30, 2004.

      $37,500              December 31, 2004.


                                      -5-
<PAGE>


            In addition, in the event that DISCOVERY assists Licensee with
            establishing any Distribution Channels in a particular country, then
            Licensee shall pay DISCOVERY an additional Advance Royalty Payment
            equal to 35% of any advances received by Licensee with respect to
            such Distribution Channels.

            Licensee shall report earnings each Quarter pursuant to the
            provisions herein.

            Licensee shall have no right to cross-collateralize between this
            Agreement and the Retail License Agreement between the parties of
            even date (relating to the Monster Garage property).

8.    Distribution Date: Licensee shall distribute at least one of the Licensed
Products for sale in the Distribution Channels in reasonable commercial
quantities sufficient to meet the reasonably anticipated demand no later than
the Distribution Date set forth below:

            May 1, 2004.

            If Licensee (a) fails to distribute a particular Licensed Product by
            the Distribution Date and/or (b) is not making regular sales of more
            than a nominal amount of a particular Licensed Product for any
            120-day period or more after the Distribution Date and does not have
            plans to make regular sales of more than a nominal amount of such
            Licensed Products within the next 120 days, then DISCOVERY shall
            have the right, upon giving 30 days' written notice to Licensee, to
            terminate Licensee's rights for such particular Licensed Product for
            the Term. In addition, DISCOVERY shall have the right to purchase
            from Licensee any such particular Licensed Product remaining in
            Licensee's inventory, or any portion thereof, at Licensee's landed
            cost plus shipping and handling costs related to delivery to


                                      -6-
<PAGE>


            DISCOVERY. Notwithstanding the foregoing, should Licensee's rights
            as to a particular Licensed Product be terminated hereunder,
            Licensee shall remain obligated to pay and shall pay all Advance
            Royalty Payments as specified in paragraph 9 of Part I. In the event
            that only one type of Licensed Product is licensed hereunder, and
            DISCOVERY terminates Licensee's rights thereto, DISCOVERY shall have
            the right to terminate this Agreement in its entirety immediately
            upon Notice.

9.    Advertising and During each License Year of the Term, Licensee shall
Promotional Expenditures: expend such sums sufficient to support the
advertising, promotion and sale of the Licensed Products within the Distribution
Channels. Upon DISCOVERY's request, Licensee shall furnish DISCOVERY with
documentation to substantiate such expenditures.

10.   Key Person: The Key Person of Licensee shall be: Sims Ahmadi


                                      -7-
<PAGE>


                            PART II STANDARD CLAUSES

DEFINITIONS. For purposes of this Agreement, the following definitions shall be
operative:

      A.    Licensed Marks: The trademarks, names, titles, logos, symbols and
            designs specified in paragraph 1 of Part I.

      B.    Licensed Characters: The characters, images, likenesses, personas
            and voices specified in paragraph 1 of Part I.

      C.    Licensed Content: Certain photography, artwork, images, designs,
            style elements, information and visuals specified in paragraph 1 of
            Part I.

      D.    Licensed Materials: The Licensed Characters, Licensed Marks and
            Licensed Content specified in paragraph 1 of Part I.

      E.    Licensed Products: The products specified in paragraph 2 of Part I.

      F.    Territory: The geographic location specified in paragraph 3 of Part
            I.

      G.    Distribution Channels: The channels of trade specified in paragraph
            4 of Part I.

      H.    Term: The period of time specified in paragraph 5 of Part I.

            o     Royalty Payment: The percentage amounts specified in paragraph
                  6 of Part I.

            o     Advance Royalty Payments: The non-refundable minimum Royalty
                  Payments to be paid by Licensee according to the payment
                  schedule set forth in paragraph 7 of Part I.

                  License Year: For the first License Year, a period of time
                  during the Term from the Effective Date of this Agreement
                  until the date one year after the Effective Date. Thereafter,
                  the License Year shall be the period of time from the
                  anniversary of the Effective Date to the date of the next
                  anniversary of the Effective Date unless this Agreement
                  expires or shall be earlier terminated in accordance with the
                  provisions of this Agreement.

            o     Quarter: A calendar quarter ending March 31, June 30,
                  September 30 and December 31 of each License Year.

            o     Net Revenue: The wholesale price of the Licensed Products,
                  less the cost of goods and shipping, and less any platform
                  fees actually paid by Licensee to third parties such as
                  Nintendo, Sony and Microsoft for development of a product


                                      -8-
<PAGE>

      N.    Effective Date: The date first written on page 1 of this Agreement.

      O.    Premium: Any products bearing Licensed Materials given free or sold
            at substantially less than its usual selling price for the purpose
            of increasing the sale of, or publicizing, any product or service,
            or for any other promotional purpose, including, but not limited to,
            sales incentive programs, traffic builders, joint merchandising
            programs, giveaways, etc.

      P.    Distribution Date: The date specified in paragraph 8 of Part I with
            respect to a Licensed Product for a particular platform.

      Q.    Key Person: The person identified in paragraph 10 of Part I.

      R.    Business Day: Each of the following five (5) days of the United
            States calendar week: Monday, Tuesday, Wednesday, Thursday and
            Friday, but specifically excluding any day on which a United States
            holiday falls during the applicable United States calendar year.

2.    REPRESENTATIONS OF DISCOVERY. DISCOVERY represents and warrants that it
has the right to enter into this Agreement and to convey to Licensee the rights
granted herein, subject to the conditions and limitations set forth herein.

      REPRESENTATIONS OF LICENSEE. Licensee represents that it has the right to
      enter into this Agreement and has the capacity, finances and other
      qualifications to perform its obligations for the manufacture, sale,
      distribution, advertising and promotion of Licensed Products utilizing the
      Licensed Materials and to remit all amounts due DISCOVERY hereunder.

4.    GRANT. DISCOVERY hereby grants to Licensee a non-exclusive license to use
the Licensed Materials solely for the manufacture, sale, distribution,
advertising and promotion of the Licensed Products in the Distribution Channels
and in the Territory during the Term strictly subject to the terms, limitations
and conditions of this Agreement. With the prior written consent of DISCOVERY,
Licensee shall have the right to sub-license the use of the Licensed Materials
to manufacturers and distributors upon terms to be provided by DISCOVERY.

5.    ACKNOWLEDGMENT AND UNDERTAKING.

      Licensee acknowledges and agrees that: (i) all rights not specifically and
      expressly granted to Licensee in this Agreement are reserved to DISCOVERY;
      (ii) as between Licensee and DISCOVERY, all usages of the Licensed
      Materials pursuant to this Agreement shall inure to the benefit of
      DISCOVERY; (iii) Licensee shall not have proprietary rights of any nature
      in and to the Licensed Materials and may use them only during the Term in
      the Territory on or in connection with Licensed Products and the


                                      -9-
<PAGE>


      packaging, advertising and promotion of the Licensed Products strictly in
      accordance with the provisions of this Agreement; and (iv) Licensee shall
      not claim any proprietary rights in and to the Licensed Materials and will
      not contest by legal proceedings or otherwise the validity of the Licensed
      Materials or the rights of DISCOVERY therein or the validity of this
      Agreement or any part thereof. Licensee shall not during the Term of this
      Agreement or at any time thereafter offer for sale or distribution any
      version of the Licensed Products except as strictly authorized under the
      terms of this Agreement.

6.    LIMITATIONS ON GRANT. Licensee shall not utilize the Licensed Materials on
or in connection with goods or services other than the Licensed Products.
Licensee shall not use, sell or give away Licensed Products for use as Premiums
unless: (i) DISCOVERY gives prior written consent thereto; and (ii) any party
which desires to use the Licensed Products as a Premium shall have received a
license from DISCOVERY for such purposes unless otherwise specified in writing
by DISCOVERY. Licensee shall not export, and shall use best efforts to restrict
any independent retailers, wholesalers, sales agents or distributors from
exporting, Licensed Products outside the Territory. If Licensee discovers that
any independent retailers, wholesalers, sales agents or distributors are
exporting Licensed Products outside the Territory, Licensee shall immediately
cease to sell to those accounts. All third-party manufacturers and distributors
of Licensee with respect to Licensed Products must receive prior written
approval by DISCOVERY, which approval may be withheld in DISCOVERY's sole
discretion, and further such entities must enter into a written agreement to be
provided by DISCOVERY at Licensee's request.

7.    REPORTS AND RECORDS.

      (a)   Preparation of Reports,. Licensee shall prepare a report ("Report"),
            duly certified by an officer of Licensee to be true and accurate,
            for each Quarter and for each License Year during the Term, whether
            or not Licensed Products have been sold by Licensee during such
            period. Each such Report shall be delivered to DISCOVERY, or to
            DISCOVERY's agent if so instructed, within 30 days of the end of
            each Quarter or License Year, as applicable.

      (b)   Content of Reports. The Quarterly Reports and Annual Reports shall
            contain the following information for the relevant period in a
            format reasonably acceptable to DISCOVERY, with all monetary amounts
            stated in the currency in which the sales were actually made
            followed by the equivalent amount stated in U.S. Dollars, the rate
            of exchange used in making the required conversion calculation, and
            the source of the currency exchange rate used. The rate of exchange
            used by Licensee shall be that rate published by a reputable bank of
            Licensee's choosing (subject to DISCOVERY's reasonable approval) as
            of the last day of the applicable period:


                                      -10-
<PAGE>


A breakdown by country of Net Sales of Licensed Products in the Territory during
the relevant period and during the entire Term through the end of the relevant
period;

The total number of units of each sku of Licensed Product sold or distributed by
Licensee during the relevant period and during the entire Term through the end
of the relevant period, as an aggregate number and by individual account;

            (ii)  The gross sales of each sku of Licensed Product sold, during
                  the relevant period and during the entire Term through the end
                  of the relevant period, as an aggregate number and by
                  individual account;

            (iii) The Net Sales of each sku of Licensed Product sold, during the
                  relevant period and during the entire Term through the end of
                  the relevant period, as an aggregate number and by individual
                  account;

            (iv)  A computation of the Royalty due DISCOVERY;

            (v)   The Net Sales of all Licensed Products, in aggregate, sold or
                  distributed by Licensee to each account, by individual
                  account;

            (vii) The total number of units in Licensee's inventory of each sku
                  of Licensed Products at the end of the relevant period and the
                  value thereof;

            (viii) An itemization of all allowable deductions, if any;

            (ix)  The total number of units of Licensed Products returned to
                  Licensee during the relevant period by sku, stock number or
                  specific description and the value thereof as of the date of
                  the original sale thereof, as an aggregate number and by
                  individual account;

            (x)   Advertising and promotion expenditures, detailed by ad buy,
                  promotion, in-store event/display, etc., as an aggregate
                  number and by individual account;

            (xi)  Such other information concerning the manufacture, sale,
                  distribution or use of Licensed Products requested by
                  DISCOVERY.

      (c)   Records. Licensee shall keep its books of account and business
            records in a manner sufficient to establish for each Quarter and for
            each License Year: (i) an inventory by units of the Licensed
            Products; (ii) gross sales to all accounts by units and value on the
            last day of the respective periods; (iii) the Net Sales to all
            accounts by units and value on the last day of the respective
            periods; (iv) the Net Sales in units and value of each account, by
            individual account, of Licensee for Licensed Products; (v) the
            computation of the Royalty Payments for each Quarter


                                      -11-
<PAGE>


            and for each License Year; and (vi) such further information as may
            be referred to in order to complete Reports required by this
            Agreement.

      (d)   Audits. Licensee's books of account and business records relating to
            the verification of the transactions covered by this Agreement shall
            be open for audit or inspection by DISCOVERY's authorized
            representatives during Licensee's regular business hours upon three
            (3) days notice and shall remain available for a period of three (3)
            years after delivery of the last Quarterly Report due hereunder. All
            information revealed to DISCOVERY or its representatives and
            auditors and identified as confidential shall be so treated. If
            DISCOVERY should conduct an audit, and the Net Sales or computation
            of Royalty Payments due as shown by Licensee's quarterly or annual
            Reports should be found to be understated, then within 10 days of
            written notice of such understatement: (i) Licensee shall pay the
            amount of such understatement plus interest thereon for each day the
            correct payment was due DISCOVERY computed at the rate of 1.5% per
            month (18% per annum) on the day such payment is made to DISCOVERY;
            and (ii) if the amount of such understatement shall be more than
            five percent (5%) of the amount previously reported to DISCOVERY,
            Licensee shall pay to DISCOVERY the cost of such audit. The receipt
            or acceptance by DISCOVERY of any quarterly or annual Reports
            furnished pursuant to this Agreement, or the receipt or acceptance
            of any Royalty Payments made, shall not preclude DISCOVERY from
            questioning their accuracy at any time.

8.    TERMS OF PAYMENT.

      (a)   Royalty Payments. Licensee shall pay to DISCOVERY, or to DISCOVERY'S
            agent if so instructed, the Royalty Payment for all Net Sales made
            during a Quarter within 30 days of the end of such Quarter. Payment
            shall be made in United States dollars and, if applicable, at the
            exchange rate published by a reputable bank of Licensee's choosing
            (subject to DISCOVERY's reasonable approval) as of the last day of
            such Quarter.

      (b)   Advance Royalty Payments. Regardless of whether or not there have
            been any Net Sales during any License Year, Licensee shall pay
            DISCOVERY the applicable Advance Royalty Payments. The Advance
            Royalty Payments due shall be paid by Licensee according to the
            payment schedule set forth in paragraph 7 of Part I above. The
            Royalty Payments made to DISCOVERY for each License Year shall be
            credited against the Advance Royalty Payments due for the
            corresponding License Year only. Licensee may not credit Royalty
            Payments made during a License Year against the Advance Royalty
            Payments due during any other License Year. The Advance Royalty
            Payments made to DISCOVERY are not refundable and shall be made to
            DISCOVERY or to DISCOVERY's agent if so instructed. If paid directly
            to DISCOVERY, payments shall be sent by wire transfer pursuant to
            written instructions from DISCOVERY.


                                      -12-
<PAGE>


      (c)   Payment of Taxes. If any country in the Territory imposes a
            withholding tax against DISCOVERY, as licensor, with respect to
            Royalty Payments payable to DISCOVERY by Licensee on sales of the
            Licensed Products in such country, Licensee, subject to Licensee's
            timely provision to DISCOVERY of official tax receipts or other
            documentation and proof of payment as specified in the following
            sentence, shall withhold from the Royalty Payments and pay on behalf
            of DISCOVERY any amount of such taxes required to be withheld by
            operation of law. Licensee shall timely provide DISCOVERY the
            official tax receipts issued by the appropriate tax authorities or
            such other documentation and proof of payment of such taxes as
            DISCOVERY requires for such tax payments due and made on behalf of
            DISCOVERY so that DISCOVERY may credit such withholding tax against
            DISCOVERY's federal income tax liabilities in the United States.

      (d)   Late Payments. All late payments to DISCOVERY shall incur interest
            at a rate of 1.5% per month (18% per annum) on the balance unpaid as
            of the last day of the applicable month. Any interest on late
            payments which Licensee is required to pay DISCOVERY hereunder shall
            not be credited against the Advance Royalty Payments due DISCOVERY.

      (e)   Blocked Revenues. If Licensee receives revenues in currencies which
            are not freely convertible to United States dollars or remittable to
            the United States because of applicable laws and restrictions in the
            Territory ("Blocked Revenues"), such amounts shall be nevertheless
            reported to DISCOVERY pursuant to clause 7 of Part IL If, under
            applicable law in the Territory, it would be permissible to transfer
            all or a portion of such Blocked Revenues within the country in
            which such funds are held, then upon request of DISCOVERY, such
            funds shall be transferred to the account(s) designated by DISCOVERY
            and shall be included in the calculation of Net Sales. If it shall
            be unlawful to make such transfer within the country in which such
            Blocked Revenues are held, such amounts shall not be included in the
            calculation of Net Sales until such time as such Blocked Revenues
            become freely convertible or remittable, or are capable of being so
            transferred within the country in which such Blocked Revenues are
            being held and DISCOVERY requests such transfer pursuant to this
            clause 8(e) of Part II. If remittance restrictions shall remain in
            effect for three (3) months or more, DISCOVERY shall have the right
            to terminate this Agreement immediately by giving written notice to
            Licensee. Licensee will use its best efforts at all times to obtain
            governmental approval for remittance of all sums due to DISCOVERY on
            the earliest possible date.

9.    MARKETING PLAN. Ninety (90) days after the Effective Date for the first
License Year and, thereafter, at least ninety (90) days prior to the
commencement of each additional License Year, Licensee shall submit a detailed
marketing plan for such License Year in the format set forth in Schedule A
hereto. Licensee's failure to timely submit a marketing plan as provided for
herein shall be considered a material breach of this Agreement and DISCOVERY may
terminate this Agreement in accordance with clause 13(b) of Part IL


                                      -13-
<PAGE>


10.   DISTRIBUTION DATE. Licensee shall distribute the Licensed Products for
sale in the Distribution Channels in reasonable commercial quantities sufficient
to meet the reasonably anticipated demand no later than the applicable
Distribution Date. If Licensee fails to distribute a particular Licensed Product
on the applicable Distribution Date and/or is not making regular sales
throughout the Territory of more than 1,000 units of a particular Licensed
Product within any six (6)-month period after such Distribution Date, then
DISCOVERY shall have the right, upon giving twenty (20) days prior written
notice to Licensee, to terminate Licensee's rights for such particular Licensed
Product and such particular Licensed Product shall be automatically deleted from
the definition of Licensed Products under paragraph 2 of Part I. In addition,
DISCOVERY shall have the right to purchase from Licensee any such particular
Licensed Product remaining in Licensee's inventory, or any portion thereof, at
Licensee's cost. If DISCOVERY opts not to purchase said remaining inventory,
Licensee shall destroy said remaining inventory of particular Licensed Product
at Licensee's expense and provide DISCOVERY with an affidavit signed by an
officer of Licensee attesting to such destruction. Notwithstanding the
foregoing, should Licensee's rights as to a particular Licensed Product be
terminated hereunder, Licensee shall remain obligated to pay and shall pay all
Advance Royalty Payments as specified in paragraph 7 of Part I. In the event
that only one type of Licensed Product is licensed hereunder and Licensee fails
to distribute that Licensed Product on the Distribution Date and/or is not
making regular sales throughout the Territory of more than 5,000 units of that
Licensed Product within any six (6) month period after the Distribution Date,
then DISCOVERY shall have the right to terminate this Agreement in its entirety
immediately upon written notice.

11.   QUALITY OF LICENSED PRODUCTS. Licensee warrants that the Licensed Products
will be of good quality in design, material and workmanship and suitable for
their intended purpose; that no injurious, deleterious or toxic substances will
be used in or on the Licensed Products; that the Licensed Products will not
cause harm when used as instructed and with ordinary care for their intended
purpose; and that the Licensed Products will be manufactured, sold, distributed
advertised and promoted in strict compliance with all applicable laws and
regulations. In addition, Licensee shall (i) maintain a high quality and
standard of each Licensed Product manufactured under this Agreement as approved
by DISCOVERY; (ii) maintain a vigorous quality control and safety assurance
program with respect to the Licensed Products; and (iii) guarantee that all
Licensed Products distributed and sold hereunder are free of defects and in
conformity with the samples approved by DISCOVERY. Licensee shall upon
reasonable notice permit DISCOVERY access to Licensee's facilities during
regular business hours for the purpose of ascertaining Licensee's compliance
with DISCOVERY's quality assurance requirements.

12.   APPROVALS. Licensee shall follow any branding or style guidelines provided
by DISCOVERY in Licensee's creation of the Licensed Products, Product Materials
and Advertising Materials (as such terms are defined below). Licensee recognizes
that the manner in which Licensee uses the Licensed Materials on or in
connection with Licensed Products or with respect to packaging, hangtags,
labels, advertising and promotional material or literature used in connection
with the Licensed Products, will have a significant effect on DISCOVERY's


                                      -14-
<PAGE>


image and customer goodwill and business reputation. Therefore, Licensee shall
submit to DISCOVERY, at Licensee's expense, for DISCOVERY's written approval as
to quality and style, samples of all Licensed Products, as well as all
packaging, hangtags, labels and wrapping ("Product Materials") and all
advertising, publicity and promotional material ("Advertising Materials")
strictly according to the schedule set forth below.

      (a)   Submission of Licensed Products. Licensee shall submit to DISCOVERY
            the number of samples specified below of each of the Licensed
            Products to be manufactured, created, sold, distributed or otherwise
            used under this Agreement, together with all Product Materials, in
            each of the following successive stages of development:

            (1)   Concept. Four (4) copies of the rough sketches, layout
                  concepts or outlines that provides a description of the
                  nature, function, design, artwork, text (if applicable), how
                  the Licensed Materials will be used therein, and a description
                  of the materials, product sizes, colors, method of production,
                  packaging and marketing to be used. (Samples of prior products
                  may be requested).

            (2)   Character Models. copies of character models (in color) for
                  each Licensed Product prior to animation.

            (3)   Alpha Prototypes. copies of the "alpha version" (as such term
                  is customarily understood in the interactive game industry) of
                  each Licensed Product plus the actual software on CD-ROM
                  ("Alpha Prototypes"), provided that if DISCOVERY is not able
                  to use such software provided by Licensee for the purposes
                  herein then Licensee shall forward to DISCOVERY a videotape
                  representative of the alpha version for its review and
                  approval. Licensee shall make any changes to the Alpha
                  Prototypes requested by DISCOVERY.

            (4)   Beta Prototypes. copies of the "beta version" (as such term is
                  customarily understood in the interactive game industry) of
                  each Licensed Product plus the actual software on CD-ROM
                  ("Beta Prototypes"), provided that if DISCOVERY is not able to
                  use such software provided by Licensee for the purposes herein
                  then Licensee shall forward to DISCOVERY a videotape
                  representative of the beta version for its review and
                  approval. Approval of the Beta Prototypes shall authorize the
                  commencement of commercial production. The Licensed Products
                  shall not differ in any respect from the approved Beta
                  Prototype (except for (i) de minimis departures beyond
                  Licensee's control which customarily occur in the production
                  of mass-produced items and (ii) "bugs" that do not involve the
                  Licensed Materials which must be corrected before shipping).
                  DISCOVERY shall not disapprove any element of the applicable
                  Beta Prototype where the same, identical element has already
                  been approved in the applicable Alpha Prototype.


                                      -15-
<PAGE>


      (b)   Submission of Packaging. Licensee shall submit to DISCOVERY the
            number of samples specified below of the packaging for each of the
            Licensed Products to be manufactured, created, sold, distributed or
            otherwise used under this Agreement, together with all Product
            Materials, in each of the following successive stages of
            development:

            (1)   Concept. Four (4) copies of the rough sketches, layout
                  concepts or outlines that provides a description of the
                  nature, function, design, artwork, text (if applicable), how
                  the Licensed Materials will be used therein, and a description
                  of the materials, product sizes, colors, method of production,
                  packaging and marketing to be used. (Samples of prior products
                  may be requested).

            (2)   Tight Comprehensives,. Four (4) copies of the final copy
                  before typesetting, final and complete layouts or prototypes,
                  tight pencils before line work is inked or color is added, and
                  a complete description of how and where Licensed Materials
                  will be used.

            (3)   Pre-production Prototypes and Strike-Offs. Two (2) copies of
                  press proofs, chromalins or other pre-production models,
                  prototype samples or strike-offs prior to production run
                  (decorated), blueprints, mechanicals and progressive proofs.

            (4)   ,Production Sample and Yearly Quality Control. Two (2) samples
                  of the finished Licensed Products and packaging from the first
                  production run and subsequently from the latest production run
                  on each anniversary date o commencement of Term.

      (c)   Submission of Advertising Materials. Licensee shall provide to
            DISCOVERY four (4) copies of all Advertising Materials in each of
            the following successive stages of development: (1) initial copy and
            concept review and approval; (2) revised copy and concept review and
            approval; and (3) final sample review and


      (d)   Approval By DISCOVERY. Licensee shall not proceed beyond any stage
            identified in clauses 12(a), (b) and (c) without first securing the
            express prior written approval of DISCOVERY of that stage; failure
            to obtain DISCOVERY's prior approval shall, at DISCOVERY' s option,
            result in the immediate termination of this Agreement. Licensee
            shall submit ten (10) samples from the first production run of each
            manufacturer of the Licensed Products ("Production Samples") well in
            advance of the date on which Licensee desires to commence shipment,
            distribution and/or use of said Licensed Product so that DISCOVERY
            shall have adequate time to independently evaluate and comment upon
            the same. Should DISCOVERY require more than ten (10) Production
            Samples these


                                      -16-
<PAGE>


            additional Production Samples will be sold to DISCOVERY at cost.
            Licensee agees that DISCOVERY shall have the right to request, or
            have its representative take, further samples at random from
            production runs from time to time as DISCOVERY may reasonably
            determine in order to assure that proper quality control has been
            established by Licensee. In the event that any Production Sample
            differs from the approved Beta Prototype, beyond de minimis changes,
            then at any time and at DISCOVERY's sole discretion, dtui.ng the
            commercial production period, Licensee shall suspend commercial
            production of the applicable Product until such time as DISCOVERY
            has approved a revised Production Sample. DISCOVERY shall endeavor
            to approve or reject all samples submitted to DISCOVERY within
            fifteen (15) Business Days of receipt. If DISCOVERY does not notify
            Licensee of its approval or disapproval within said fifteen (15)
            Business Days, such Licensed Products, Product Materials and/or
            Advertising Materials shall be deemed to have been disapproved by
            DISCOVERY. Licensee shall comply with DISCOVERY's directions and
            instructions concerning revisions to any of the Licensed Products,
            Product Materials and/or Adveltising Materials. Licensee shall not
            manufacture, promote, advertise, sell, ship, distribute and/or use
            any Licensed Product, Product Materials or Advertising Materials
            pTiOr tO obtaining DISCOVERY's written approval of the sample
            thereof. Licensee shall bear the responsibility for and expense of
            compliance with the approval requirements hereunder. All concepts,
            designs, prototypes, Production Samples Product Materials and
            Advertising Materials requiring approval hereunder shall be
            delivered to DISCOVERY on an expedited and insured basis.

            Departure From Approved Samples. Licensee shall not make any
            modification to any Licensed Products, Product Materials or
            Advertising Materials which have been approved by DISCOVERY or
            depart from any applicable quality standards and specifications for
            any of the foregoing (except for (i) de minimis departures beyond
            Licensee's control that customarily occur in the production of
            mass-produced items and (ii) "bugs" that do not involve the Licensed
            Materials which must be corrected before shipping) unless DISCOVERY
            approves such modification or departure in a prior writing. Licensee
            acknowledges that manufacture, use, sale, distribution, advertising
            or promotion of such modified and/or departing Licensed Products,
            Product Materials or Advertising Materials shall constitute a
            material breach of this Agreement, and upon such breach, DISCOVERY
            may terminate this Agceement immediately. In addition, DISCOVERY
            shall have the right to require Licensee to deliver said modified or
            departing Licensed Products, Product Materials or Advertising
            Materials in Licensee's inventory, possession or control to
            DISCOVERY for destruction at Licensee's expense.

            Final Production Samples. Licensee shall provide DISCOVERY, free of
            charge, thirty (30) samples of each Licensed Product, together with
            the Licensed Product's packaging, labels, tags and wrapping for the
            permanent use of DISCOVERY in connection with its quality control
            measures and historical inventories.


                                      -17-
<PAGE>


      (g)   Reimbursement for Artwork. If Licensee requests DISCOVERY to furnish
            Licensee with any photographs, artwork, transparencies,
            reproductions or other such similar materials (collectively,
            "Artwork") of the Licensed Materials, Licensee agrees to reimburse
            DISCOVERY for its costs in supplying said Artwork. All Artwork
            furnished to Licensee by DISCOVERY for this purpose shall remain the
            property of DISCOVERY, and, as specified in clause 14(f) of Part II,
            all Artwork delivered to Licensee shall be promptly returned to
            DISCOVERY within thirty (30) days after the expiration or
            termination of this Agreement, or as sooner requested. Licensee
            agrees to reimburse DISCOVERY for the full amount of each such
            Artwork expense within thirty (30) days of receipt of DISCOVERY's
            invoice stating the cost and nature of the expenditure. Any Artwork
            not supplied by DISCOVERY that is used in conjunction with the
            Licensed Products, Product Materials or Advertising Materials shall
            require the prior written approval of DISCOVERY. If Artwork provided
            by Licensee is licensed from third parties, the license for such
            Artwork shall be paid for by, and taken out in the name of,
            Licensee, and Licensee shall provide a copy of the license to
            DISCOVERY.

13.   TERMINATION.

      (a)   Immediate Termination. In addition to the termination rights stated
            elsewhere in this Agreement, DISCOVERY shall have the right to
            terminate this Agreement immediately, by giving written notice to
            Licensee, in any of the following situations:

            (i)   Default in Payments. If Licensee fails to timely make any
                  Advance Royalty Payment, Royalty Payment or any other payment
                  due DISCOVERY and Licensee fails to cure such non-payment
                  within thirty (30) days of receipt of notice, DISCOVERY may
                  terminate this Agreement immediately.

            (ii)  Approvals. If Licensee manufactures, distributes, offers for
                  sale, sells, or uses any Licensed Products, Product Materials
                  or Advertising Materials without having the prior written
                  approval of DISCOVERY, as required under clauses 12(a)-(d) of
                  Part II, or makes any use of the Licensed Materials not
                  authorized under this Agreement, DISCOVERY may terminate this
                  Agreement immediately.

            (iii) Modifications or Departures. If Licensee makes any
                  unauthorized modification or departure to any approved
                  Licensed Products, Product Materials or Advertising Materials
                  as more fully set forth in clause 12(e) of Part II, DISCOVERY
                  may terminate this Agreement immediately.

            (iv)  Insurance Coverage. If Licensee fails to comply with the terms
                  of clause 18(c) of Part II, DISCOVERY may terminate this
                  Agreement immediately.


                                      -18-
<PAGE>


            (v)   Recall of Licensed Products. If Licensee becomes subject to
                  any voluntary or involuntary order of any governmental agency
                  involving the recall of any of the Licensed Products because
                  of safety, health or other hazards or risks to the public,
                  DISCOVERY may terminate this Agreement immediately.

            (vi)  Insolvency. In the event of Licensee's voluntary or
                  involuntary insolvency, commission of an action of bankruptcy,
                  adjudication of bankruptcy, the filing of a petition for
                  voluntary or involuntary bankruptcy or similar proceeding, or
                  an agreement between Licensee and its creditors generally is
                  entered into providing for extension or composition of debt,
                  or a receiver is appointed to administer the assets of
                  Licensee, or the assets of Licensee are liquidated, or any
                  distress, execution or attachment is levied on such of its
                  manufacturing or other equipment as is used in the production
                  and distribution of the Licensed Products, DISCOVERY may
                  terminate this Agreement immediately.

            (vii) Change in Control or Ownership/Loss of Key Person. If Licensee
                  fails to comply with the terms of clause 20 of Part II,
                  DISCOVERY may terminate this Agreement immediately. Without in
                  any way limiting the foregoing, DISCOVERY may indicate in
                  paragraph 10 of Part I the name of one or more person(s) whose
                  ongoing and active role as a principal or an employee of
                  Licensee (a "Key Person") is deemed material to DISCOVERY and
                  was relied upon by DISCOVERY in entering in this Agreement.
                  The cessation of the ongoing and active role of the Key Person
                  with Licensee may, at DISCOVERY's sole discretion, create a
                  right of termination for DISCOVERY upon thirty (30) days
                  written notice to Licensee.

      (b)   Termination Upon Thirty Days Notice. Should Licensee commit a
            material breach of any of the terms, conditions or obligations of
            this Agreement that is not otherwise listed in clause 13(a) of Part
            II or otherwise stated elsewhere in this Agreement, DISCOVERY may
            terminate this Agreement upon thirty (30) days' written notice. At
            the expiration of said 30 days, the Agreement shall terminate
            unless: (i) prior to the expiration of said 30 days the breach has
            been cured by Licensee to the reasonable satisfaction of DISCOVERY;
            or (ii) Licensee obtains an extension of the 30-day cure period in
            writing from DISCOVERY because the breach cannot be cured in 30 days
            and Licensee has commenced all reasonable efforts to cure said
            breach.

14.   RIGHTS AFTER TERM.

      (a)   Reversion of Rights. Upon expiration or termination of this
            Agreement for whatever reason, all rights granted to Licensee
            hereunder shall revert to DISCOVERY and Licensee hereby agrees to
            refrain from further use of the Licensed Materials or any simulation
            thereof or from any further reference to them directly or
            indirectly.


                                      -19-
<PAGE>


      (b)   Notice to Third-Party Manufacturers and Third-Party Distributors.
            Within five (5) days of receipt of notice of expiration or
            termination from DISCOVERY, Licensee shall notify, in writing, each
            and every third-party manufacturer and third-party distributor of
            Licensee that this Agreement has expired or been terminated and
            further instruct each said third-party manufacturer and/or
            third-party distributor to immediately cease the manufacture and/or
            the distribution of Licensed Products.

            DISCOVERY Purchase and Sell-Off Period. Licensee shall not
            manufacture Licensed Products during the last two months of the Term
            in excess of the amount Licensee reasonably anticipates will be sold
            prior to the expiration of the Term. Fifteen (15) Business Days
            prior to the expiration of the Term, Licensee shall provide
            DISCOVERY with a written report, duly certified by an officer of
            Licensee to be true and accurate, detailing the type and quantity of
            Licensed Products remaining in Licensee's inventory. Within twenty
            (20) Business Days of receipt of said report, DISCOVERY shall have
            the right, in the exercise of its sole discretion, to purchase from
            Licensee said remaining inventory, or any portion thereof, at
            Licensee's cost for the Licensed Product. Alternatively, should
            DISCOVERY opt not to purchase said remaining inventory from Licensee
            and further on the conditions that Licensee is current in all
            payments due DISCOVERY and in compliance with all other terms of
            this Agreement, Licensee shall have the non-exclusive right to sell
            and distribute in the Territory its inventory of the Licensed
            Products on hand at the date of expiration of the Agreement for a
            period of 180 days thereafter (the "Sell-Off Period"), subject to
            all the terms and conditions of this Agreement and at a price which
            is no less than seventy-five percent (75%) of the list price charged
            for such Licensed Products immediately prior to the Sell-Off Period
            unless otherwise authorized in writing by DISCOVERY. The Royalty
            Payments due DISCOVERY on Net Sales of Licensed Products sold during
            the Sell-Off Period shall not be applied to or credited against the
            Advance Royalty Payments due during the Term.

      (d)   Additional Obligations Upon Termination. If this Agreement is
            terminated prior to the end of the Term for any reason, Licensee
            shall (1) immediately cease all manufacturing, distributing and
            shipping Licensed Products and shall immediately cease processing
            and cancel all outstanding orders of Licensed Products; (2)
            immediately provide DISCOVERY with a written report, duly certified
            by an officer of Licensee to be true and accurate, detailing the
            type and quantity of Licensed Products remaining in Licensee's
            inventory; (3) provide DISCOVERY the right, in the exercise of its
            sole discretion, to purchase from Licensee said remaining inventory,
            or any portion thereof, at Licensee's cost; (4) immediately destroy
            all remaining inventory not purchased by DISCOVERY and provide
            DISCOVERY with an affidavit signed by an officer of Licensee



                                      -20-
<PAGE>


            attesting to such destruction; and (5) pay all amounts due DISCOVERY
            and fulfill all other obligations, conditions and limitations set
            forth in this Agreement.

      (e)   Final Reports and Payments. Within twenty (20) days following the
            expiration of the Sell-Off Period, Licensee shall file a Report for
            the Sell-Off Period consistent with the terms of clause 7(b) of Part
            II and, subject to the provisions of clause 14(c) of Part H, remit
            the amounts due DISCOVERY pursuant to clause 8 of Part II. In
            addition, Licensee shall make available for review by DISCOVERY at
            any time during any Business Day of the Sell-Off Period all invoices
            for sales or distribution of Licensed Products during such Sell-Off
            Period. Any Licensed Products remaining in inventory, possession or
            control of Licensee at the end of the Sell-Off Period shall be
            destroyed, unless otherwise agreed in writing by DISCOVERY, and
            Licensee shall provide DISCOVERY with an affidavit signed by an
            officer of Licensee attesting to such destruction.

            Return of DISCOVERY Materials. Any and all materials, including but
            not limited to, confidential documents and Artwork, delivered to
            Licensee by or on behalf of DISCOVERY during the Term shall be
            promptly returned to DISCOVERY, at Licensee's expense, within thirty
            (30) days after the expiration or termination of this Agreement,
            unless sooner requested.

      (g)   Accrued Rights. Termination of this Agreement for whatever reason
            shall be without prejudice to any existing rights and/or claims that
            each party may have against the other at the date of termination.

15.   PROMOTION AND SALE.

      (a)   Best Efforts. Licensee shall use its best efforts, and at its sole
            cost and expense, to manufacture, sell, distribute, advertise,
            promote and support its sale of Licensed Products in the Territory
            during the Term.

      (b)   Third-Party Manufacturer and Distributor Agreements. Licensee shall
            maintain personnel adequate to manufacture, sell, distribute,
            promote and execute the sale of Licensed Products pursuant to this
            Agreement, and to fulfill the marketing plan required in clause 9 of
            Part II in Schedule A hereto. In the event Licensee intends to use
            third-party manufacturers or distributors for the sale of Licensed
            Products, Licensee notify and obtain approval from DISCOVERY and
            arrange for such entities to execute agreements in the form to be
            provided by DISCOVERY at Licensee's request ("Third-Party
            Agreement"). Licensee agrees to (i) strictly enforce the Third-Party
            Agreement against any third-party manufacturers or distributors
            authorized by DISCOVERY hereunder; (ii) advise DISCOVERY of any
            violations thereof and of the corrective actions taken by Licensee
            and the results thereof, and (iii) at the reasonable request of
            DISCOVERY, to terminate such Third-Party Agreement with any
            third-party manufacturer or distributor that violates the terms of
            said Third-Party Agreement.


                                      -21-
<PAGE>


      (c)   Sales to DISCOVERY. DISCOVERY retains for itself, its parent,
            subsidiary and affiliated entities, the right to develop and sell
            products, including Licensed Products, bearing or embodying the
            Licensed Materials, through any and all DISCOVERY entity-owned or
            equity stake distribution channels, including but not limited to,
            retail operations, e-commerce operations and catalog operations, and
            to use Licensed Products for promotional purposes within or outside
            the Territory. To that end, Licensee hereby agrees to sell to
            DISCOVERY Licensed Products for such purposes at Licensee's
            wholesale price multiplied by 0.75, with no minimum quantity per
            purchase order. Such sales to DISCOVERY pursuant to this clause
            shall not be included in the computation of Net Sales nor the
            computation of Royalty Payments due DISCOVERY.

      (d)   Licensee's Evaluation of License. Licensee agrees and acknowledges
            that Licensee has independently evaluated its business and its
            ability to utilize this Agreement in its business and to achieve the
            goals set by Licensee for its business, and that DISCOVERY is not
            responsible or liable to Licensee for any failure of Licensee to
            exploit this License in accordance with Licensee's own expectations.

16.   LICENSEE'S CONDUCT. Licensee hereby warrants that it shall not use the
Licensed Materials in any manner which may, in DISCOVERY's judgment, be
inconsistent with DISCOVERY's public image or which may in any way disparage or
adversely affect DISCOVERY or its reputation, nor shall Licensee, or any of its
agents or employees, take any actions or conduct the operation of Licensee's
business as it relates to the Licensed Products in any manner which may, in
DISCOVERY's judgment, be inconsistent with DISCOVERY's public image or which may
disparage DISCOVERY or its reputation.

17.   PROTECTION OF LICENSED MATERIALS.

      (a)   Recognition. Licensee acknowledges that the Licensed Materials are
            famous throughout the world and have significant value for use in
            connection with the sale of Licensed Products, and further that all
            of Licensee's uses of the Licensed Materials under this Agreement
            shall, as between Licensee and DISCOVERY, inure to the benefit of
            DISCOVERY. Licensee acknowledges that it is not acquiring any
            interests or rights in the use of the Licensed Materials apart from
            the license set forth in this Agreement.

      (b)   Injunctive Relief. Licensee acknowledges and agrees that the
            Licensed Materials possess a special, unique and extraordinary
            character that makes difficult the assessment of the monetary
            damages that would be sustained as a result of the unauthorized use
            of the Licensed Materials. Licensee recognizes that the unauthorized
            or unapproved use of the Licensed Materials will cause immediate and
            irreparable damage to DISCOVERY for which DISCOVERY would not have
            an adequate remedy at law. Therefore, Licensee agrees that, in the
            event of said unauthorized or unapproved use of the Licensed
            Materials by Licensee, in addition to such other legal and equitable
            rights and remedies as shall be available to DISCOVERY, DISCOVERY
            shall be entitled to injunctive and other equitable relief, without
            the necessity of proving damages or furnishing a bond or other
            security.

                                      -22-
<PAGE>


      (c)   Use of Licensed Materials. Licensee agrees not to use at any time
            during the Term or thereafter any other trademark, brand name, trade
            name, symbol, logo, design, character or the like which is similar
            to or maybe confused with the Licensed Materials. Licensee will not
            take any action that will harm or prejudice the Licensed Materials
            or DISCOVERY's rights therein in any way during the Term or
            thereafter.

      (d)   Ownership of Intellectual Property. All copyright, trademark, trade
            dress or other intellectual property and proprietary rights in the
            Licensed Products, Product Materials and Advertising Materials
            (including but not limited to product design and, if applicable,
            game play) shall be owned, throughout the world and for their
            relevant term, by DISCOVERY, notwithstanding their creation by
            Licensee or a third party on Licensee's behalf, and shall hereby be
            deemed a work made for hire within the meaning of the United States
            Copyright Laws. Licensee further hereby assigns to DISCOVERY and/or
            DISCOVERY's designee, Licensee's present and future intellectual
            property rights, throughout the world and for their relevant term,
            in the Licensed Products, Product Materials and Advertising
            Materials heretofore or hereafter created, including but not limited
            to rights arising from the Licensee's use, adaptation or
            modification of the Licensed Materials or any other branding used in
            relation to the Licensed Products, Product Materials and Advertising
            Materials, and Licensee agrees to execute any documents necessary to
            perfect the transfer of such rights to DISCOVERY or its designee.
            Notwithstanding the foregoing, Licensee retains all rights to its
            own trademarks and trade names.

      (e)   Corporate Use. Licensee shall identify itself in all transactions as
            a Licensee of, and separate legal entity from, DISCOVERY as opposed
            to an integrated, divisional or consolidated part of DISCOVERY's
            business. Licensee shall not use any of the Licensed Materials in
            Licensee's name or in the name of any operating entity or business
            formed by Licensee or in which Licensee has a business or financial
            interest, without the prior written consent of DISCOVERY. Licensee
            shall not use or incorporate any of the Licensed Materials on or in
            connection with any business signs, business cards, stationery items
            or other similar materials. Licensee further agrees that it shall
            not use or incorporate, in any manner or form, any of the Licensed
            Materials as a domain name, nor shall Licensee seek trademark,
            copyright or domain name registration of the same, without the prior
            written consent of DISCOVERY.

            Infringement. Licensee shall promptly advise DISCOVERY of any
            activity potentially infringing upon the Licensed Materials and
            shall further promptly provide written notice to DISCOVERY of all
            claims and potential claims of which it has notice or knowledge and
            all suits threatened or brought against Licensee involving the
            Licensed Materials. Any decision with respect to the


                                      -23-
<PAGE>


            protection and defense of the Licensed Materials shall be solely in
            the discretion of DISCOVERY and Licensee may not take any action
            with respect thereto without the prior written consent of DISCOVERY.
            In no event shall the Licensee have the right, without DISCOVERY's
            prior written consent, to acknowledge the validity of any claim
            brought by any party in connection with the Licensed Materials, to
            obtain or seek a license from such party, or to take any action
            which might impair DISCOVERY's ability to contest the claim.
            Licensee shall cooperate with DISCOVERY with respect to actions
            described in this clause which are taken by DISCOVERY. The expenses
            for Licensee's cooperation shall be subject to DISCOVERY's prior
            approval and shall be reimbursed by DISCOVERY.

      (g)   Language,. Licensee may use translated or "localized" versions of
            the Licensed Materials provided that such versions have been prior
            approved in writing by DISCOVERY.

      (h)   Use of Other Marks or Characters. Licensee agrees that it will not
            affix on or in connection with the sale, distribution, advertising
            or promotion of Licensed Products any marks or legal notices other
            than Licensee's trade name and Licensee's copyright and/or trademark
            notices, and then only in a manner approved in writing by DISCOVERY.
            Licensee shall not associate any characters with the Licensed
            Characters or the Licensed Materials.prescribed by law and any
            credits required by DISCOVERY on the Licensed Products and in
            connection with packaging and on all promotional materials of any
            description, including, but not limited to, catalogues, brochures,
            and advertisements and any other usages referencing the Licensed
            Materials. Prior to affixing said copyright, trademark or other
            legal notice or credit on Licensed Products, packaging, advertising
            and promotional materials, Licensee shall obtain DISCOVERY's written
            approval regarding the desired content, form, location and size of
            each said notice pursuant to the procedures set forth in clause 12
            of Part II.

            Trademark and Copyright Notices. Licensee shall affix such
            copyright, trademark or other legal notice as shall be required by
            DISCOVERY and as

            Trademark Registration Maintenance. Licensee shall, at DISCOVERY's
            request and DISCOVERY's expense, assist DISCOVERY in confirming,
            registering, renewing or prosecuting the rights of DISCOVERY or its
            designee in the Licensed Materials, in any country or with any
            government agency, and Licensee shall execute any required documents
            in this regard, including, but not limited to, providing DISCOVERY
            with all necessary dates and other information sufficient to enable
            DISCOVERY or its designee to apply for and obtain copyright and
            trademark registrations. Prior to distribution of the Licensed
            Products, Licensee shall provide DISCOVERY, free of charge, twelve
            (12) samples of each Licensed Product and twelve (12) samples of
            each label, hangtag, packaging or wrapping material used in
            connection with the Licensed Products for use as trademark and
            copyright registration specimens.


                                      -24-
<PAGE>


18.   INDEMNIFICATION AND INSURANCE COVERAGE.

      (a)   Indemnification by DISCOVERY. DISCOVERY covenants and agrees to
            defend, indemnify and hold harmless Licensee, its officers,
            directors, agents and employees, for, from and against any and all
            losses, claims, causes of action, damages, expenses, judgments,
            awards, petitions, demands, costs or liabilities of any type, joint
            or several, to which Licensee or any of them may become subject
            (including its reasonable attomey's fees) for trademark and
            copyright infringement arising out of Licensee's use of the Licensed
            Materials as strictly authorized under this Agreement, provided
            that: (i) Licensee uses all reasonable efforts and corrective action
            to mitigate the exposure of DISCOVERY to any damages or claims; (ii)
            DISCOVERY is given prompt written notice of the event; and (iii)
            Licensee shall cooperate in the defense of such claim as reasonably
            required by DISCOVERY and the cost of Licensee's cooperation shall
            also be treated as an expense to be paid by DISCOVERY. DISCOVERY
            reserves the sole right to conduct and control, settle or compromise
            any and all such claims or legal actions for itself and on behalf of
            Licensee.

      (b)   Indemnification by Licensee. Licensee covenants and agrees to
            defend, indemnify and hold harmless DISCOVERY, its parent,
            subsidiary and affiliated companies, and the officers, directors,
            agents and employees of the foregoing for, from and against any and
            all losses, claims, causes of action, damages, expenses, judgments,
            awards, petitions, demands, costs or liabilities of any type, joint
            or several, to which DISCOVERY or any of them may become subject
            (including its reasonable attorneys' fees) directly or indirectly on
            account of: (i) the manufacture, sale, distribution, advertising,
            promotion or use of any Licensed Products; (ii) any act or omission
            of Licensee or its agents or employees arising from or relating to
            this Agreement; (iii) any breach or claimed breach of this Agreement
            or activity relating thereto by Licensee; and (iv) Licensee's use of
            the Licensed Materials except as strictly provided for and
            authorized under this Agreement, provided that (a) DISCOVERY uses
            all reasonable efforts and corrective action to mitigate the
            exposure of Licensee to any damages or claims; (b) Licensee is given
            prompt written notice of the event; and (c) DISCOVERY shall
            cooperate in the defense of such claim as reasonably required by
            Licensee and the cost of DISCOVERY's cooperation shall also be
            treated as an expense to be paid by Licensee. Licensee reserves the
            right to settle or compromise any and all such claims or legal
            actions for itself and on behalf of DISCOVERY.

      (c)   Licensee Insurance. During each License Year of the Term, Licensee
            shall obtain and maintain from a licensed and admitted insurance
            carrier with a rating not less than A from Best, a product liability
            insurance policy providing coverage in the amount of two million
            United States dollars ($2,000,000) for personal injuries arising out
            of each occurrence and one million United States dollars
            ($1,000,000) for property damage arising out of each occurrence and
            an advertising liability insurance policy providing coverage of two
            million United States dollars ($2,000,000) for each occurrence
            (hereinafter collectively the "Policies"). Licensee shall ensure
            that the Policies: (i) shall provide for a zero deductible; (ii)
            shall name DISCOVERY and its respective parent, subsidiary,
            affiliates, officers, directors, agents and employees, as additional
            insureds; and (iii) shall provide that the Policies cannot be


                                      -25-
<PAGE>


            canceled or materially altered without at least thirty (30) days
            prior written notice to DISCOVERY. Simultaneously with the execution
            of this Agreement, Licensee shall submit to DISCOVERY a copy of the
            fully paid Policies or certificates of insurance, certified by an
            officer of Licensee as a true and accurate complete copy. Licensee's
            obligations pursuant to this clause 18(c) of Part II shall survive
            termination or expiration of this Agreement. Licensee acknowledges
            that DISCOVERY reserves the right to seek reimbursement from
            Licensee for any liability incurred by DISCOVERY that is not fully
            covered by Licensee's insurance.

19.   COMPLIANCE WITH LAWS AND REGULATIONS. Licensee warrants that its business
practices and activities as they relate to the performance of this Agreement and
the obligations hereunder, including but not limited to the manufacture of
Licensed Products, shall be in compliance with all applicable legal
requirements, standards, laws, regulations and ordinances, including, but not
limited to, all applicable child and forced labor laws and regulations in the
United States and in the Territory. Upon any finding or determination that
Licensee's business practices or activities have violated any applicable labor
laws or regulations, Licensee shall take all necessary steps to correct such
violation, including without limitation, paying all applicable back wages found
due to workers. Licensee shall ensure that it will not distribute or cause the
distribution or sale of Licensed Products that Licensee knows or should
reasonably know were manufactured in violation of any applicable legal
requirements, standards, laws, regulations or ordinances. Licensee further
warrants that to the best of Licensee's knowledge, the Licensed Products will
not infringe the patent or intellectual property rights or other rights of third
parties.

20.   RESTRICTION ON ASSIGNMENTS. Without the prior written consent of
DISCOVERY, which DISCOVERY may grant or deny in its sole discretion, Licensee
shall not directly or indirectly assign, transfer, sublicense or encumber any of
its rights or obligations under this Agreement. For purposes of this Agreement,
an assignment of this Agreement will include, without limitation, the following:
(1) a transfer or conveyance of the beneficial ownership or control of fifty
percent (50%) or more of Licensee's controlling stock; (ii) Licensee becoming a
part of any merger or consolidation; or (iii) the sale or transfer of all or
substantially all of Licensee's assets. If Licensee attempts to grant a security
interest in the Licensed Products or assign, transfer, sublicense or otherwise
encumber any portion of this Agreement without DISCOVERY's prior written
consent, DISCOVERY shall have the right to terminate this Agreement immediately.

21.   NOTICE. All notices, statements, reports, correspondence, communications
and the like, required under this Agreement shall be in writing and sent via a
reputable private overnight delivery service, charges prepaid, to the Contact
Person and the address of Licensee and DISCOVERY as set forth on page one of
this Agreement, unless said address is later changed by written notice given to
the other parties. In addition to the Contact Person for DISCOVERY set forth on
page one of this Agreement, a copy of any and all legal notices shall be sent
to: General Counsel, DISCOVERY LICENSING, INC., One Discovery Place, Silver
Spring, Maryland 20910.


                                      -26-
<PAGE>


      Notice shall be deemed to be received and effective two (2) Business Days
      following the day on which Notice was deposited with a reputable express
      delivery service.

22.   MISCELLANEOUS.

      (a)   Non-Waiver. Waiver of or failure by DISCOVERY to complain of any
            act, omission or default on the part of Licensee, no matter how long
            the same may continue or how many times such shall occur, shall not
            be deemed to be a waiver of rights, or of any similar future act,
            omission or default under this Agreement.

      (b)   Relationship. This Agreement (and all its provisions) is a license
            only, and does not constitute a franchise. The parties intend and
            acknowledge that their relationship created by this Agreement or
            otherwise is not subject to the franchise or other business
            opportunity laws of any country or state and sub-division thereof.
            This Agreement shall not create nor be considered as constituting a
            partnership, employer-employee relationship, joint venture, or
            agency. Neither the parties hereto nor any of their employees,
            representatives or agents shall have the power or authority to bind
            or obligate any other party, except as explicitly set forth in this
            Agreement.

      (c)   Governing Law and Disputes. THIS AGREEMENT SHALL BE DEEMED TO HAVE
            BEEN NEGOTIATED AND EXECUTED IN NEW YORK, NEW YORK, UNITED STATES OF
            AMERICA. THIS AGREEMENT AND ANY DISPUTE ARISING UNDER THIS AGREEMENT
            SHALL BE GOVERNED, CONSTRUED, INTERPRETED AND ENFORCED IN ACCORDANCE
            WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF
            LAW PRINCIPLES. ALL DISPUTES PERTAINING TO THE AGREEMENT SHALL BE
            DECIDED BY A STATE OR FEDERAL COURT LOCATED IN THE CITY OF NEW YORK
            AND LICENSEE AND DISCOVERY HEREBY IRREVOCABLY CONSENT TO PERSONAL
            JURISDICTION IN ANY OF SAID COURTS. THE PARTIES FURTHER HEREBY
            EXPRESSLY WAIVE ANY OBJECTIONS TO THE VENUE OF SAID COURTS AND THE
            SERVICE OF PROCESS AND OTHER LEGAL DOCUMENTS AND PLEADINGS BY ANY
            METHOD APPROVED BY SAID COURTS.

      (d)   Controlling Language. Licensee and DISCOVERY agree that this
            Agreement has been drafted in the English language by consent of the
            parties hereto and all provisions of this Agreement shall be
            construed and interpreted in the English language as commonly used
            in the United States of America.

      (e)   Confidentiality. This Agreement and information related to its
            execution and content shall be kept confidential by the parties,
            except as maybe required by law and to the extent certain
            disclosures by Licensee are required in connection with Licensee's
            control of its third-party manufacturers and distributors.

      (f)   Severability, Entire Agreement and Headings. If any term, covenant,
            condition or provision of this Agreement or the application thereof



                                      -27-
<PAGE>


            to any person or circumstance, shall to any extent be invalid or
            unenforceable, the remainder of this Agreement or the application of
            such term or provision to any person or circumstance other than
            those as to which it is held invalid or unenforceable, shall not be
            affected thereby, and each other term, covenant, condition or
            provision of this Agreement shall be valid and shall be enforced to
            the fullest extent provided by law. This instrument contains the
            entire and only agreement between the parties hereto relating to the
            subject matter hereof and no oral statements or representations or
            prior written material not herein contained shall have any force or
            effect. The headings to the clauses, sub-clauses, paragraphs,
            subparagraphs and Schedules hereof are included only for reference
            purposes and shall not be construed to contravene or vary the
            language herein. This Agreement shall not be construed against any
            party based upon the identity of the drafter of the Agreement.

      IN WITNESS WHEREOF, this Agreement has been executed by an authorized
representative of the parties as of the Effective Date first above written.


DISCOVERY LICENSING, INC.                         CONSPIRACY ENTERTAINMENT CORP.

By:  /s/ Michael Ulica                            By:  /s/ Sirus Ahmadi
  -------------------------                         ----------------------------
  Name:  Michael Ulica                              Name:  Sirus Ahmadi
  Title: CFO, Consumer Products                     Title: President and CEO
  Date: July 28, 2003                               Date:  July 23, 2003


                                      -28-
<PAGE>



                                   SCHEDULE A
                                       TO
                       DISCOVERY RETAIL LICENSE AGREEMENT
                                 MARKETING PLAN

      The MARKETING PLAN for LICENSE YEAR 1 and each License Year thereafter
shall include, but not be limited to, the following:

_____1. Category/Market & Competitive Overview

_____2. Product SKU Plan

_____3. Product Rollout Strategy & Timeline

_____4. Planned Advertising and Promotional Programs for:

     a) Trade

     b) In-Store

     c) Consumer Media,

_____5. Projected Units by Quarter and by Year

_____6. Projected Net Sales by Quarter and by Year, in U.S. Dollars