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                                                                   EXHIBIT 10.18


                                 RETAIL LICENSE
                         WARNER BROS. CONSUMER PRODUCTS
                                    #7633-SPJ

LICENSE AGREEMENT made 12/03/96, by and between WARNER BROS., A DIVISION OF TIME
WARNER ENTERTAINMENT COMPANY, L.P., c/o WARNER Bros. Consumer Products, a Time
Warner Entertainment Company, 4000 Warner Blvd. Burbank, CA 91522 (hereinafter
referred to as "LICENSOR") and ARTISAN HOUSE, whose address is 1755 Glendale
Blvd., Los Angeles, CA 90026 Attn.: Henry Goldman (hereinafter referred to as
"LICENSEE").

                                   WITNESSETH:

The parties hereto mutually agree as follows:

1.       DEFINITIONS: As used in this Agreement, the following terms shall have
         the following respective meanings:

         (a)      "Channels of Distribution": Licensee may sell the Licensed
                  Products only through the following channels of distribution:
                  mid-tier, furniture stores and specialty catalogs (direct
                  mail to consumer).

         (b)      "Guaranteed Consideration": The sum of $15,000.00 payable as
                  follows:

                  $3,000.00 payable simultaneously with the execution of this
                  Agreement; and

                  $4,000.00 payable on or before January 31, 1997; and

                  $4,000.00 payable on or before April 30, 1997; and

                  $4,000.00 payable on or before July 31, 1997.

         (c)      "Licensed Product(s)": Metal Wall Sculptures and tabletop
                  sculpture

         (d)      "Licensed Property": Those certain elements depicted in the
                  theatrical motion picture entitled "SPACE JAM" (the "Motion
                  Picture"), including all trademarks, copyrights, related
                  logos, indicia, set and costume designs, and other elements
                  depicted therein. In addition, the Licensed Property shall
                  also include the representations, names, logos, movements,
                  personalities, artwork, photographs and other material in
                  connection with the animated characters NERDLUCKS, MONSTARS,
                  SWACKHAMMER, and LOLA BUNNY as well as the following "Looney
                  Tunes" animated characters as depicted in the Motion Picture:
                  BUGS BUNNY, DAFFY DUCK, SYLVESTER, TWEETY, ROAD RUNNER, WILE

                  E. COYOTE, TASMANIAN DEVIL, ELMER FUDD, PORKY PIG, YOSEMITE
                  SAM, PEPE LE PEW and MARVIN THE MARTIAN only. Specifically
                  excluded herein, however, is the right to reproduce the
                  likenesses of the performers except to the extent specifically
                  permitted otherwise in writing by Licensor and then only to
                  the extent such performers have granted merchandising rights
                  to Licensor. Notwithstanding the foregoing, all uses of any 
                  of the elements set forth above, including the names and
                  likenesses of any of the performers afforded hereunder must be
                  specifically approved in writing by Licensor, pursuant to
                  Paragraph 9 herein.

                  Licensee acknowledges that the rights granted herein are
                  limited only to the elements contained in the Motion Picture
                  and that any and all rights in, to or associated with any
                  subsequently produced motion picture, as well as with any
                  sequels thereto, as well as with any subsequently produced
                  television series are specifically excluded herefrom.

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                  Further, Licensee specifically understands and agrees that
                  no rights are granted herein with respect to the Warner Bros.
                  "LOONEY TUNES" characters not associated with the Motion
                  Picture, it being understood that all rights in and to said
                  characters are reserved exclusively to Licensor for use and/or
                  licensing as it deems appropriate to third party(s) of its
                  choice.

                  Licensee understands and agrees that Licensee has no rights in
                  and to Michael Jordan and his name, likeness and voice and
                  uniform (including, without limitation, the number 23) and
                  that Michael Jordan's name, likeness and voice (including,
                  without limitation, the number 23) and shall not be utilized
                  or reproduced under any circumstances.

         (e)      "Marketing Date": February 1, 1997

         (f)      "Royalty Rate": Licensee shall pay to Licensor the sum equal
                  to Twelve Percent (12%) of all net sales by Licensee of the
                  Licensed Product(s).

         (g)      "Term": December 1, 1996 through December 31, 1997

         (h)      "Territory": United States (fifty states)

2.       GRANT OF LICENSE:

         (a)      Subject to the restrictions, limitations, reservations and
                  conditions and Licensor's approval rights set forth in this
                  Agreement, Licensor hereby grants to Licensee and Licensee
                  hereby accepts for the Term of this Agreement, a license to
                  utilize the Licensed Property solely on or in connection with
                  the manufacture, distribution and sale of the Licensed

                  Products as specified above for the ultimate retail sale to
                  the public throughout the Territory on a non-exclusive basis.

         (b)      Without limiting any other approval rights of Licensor as
                  contained herein, no television commercials may be utilized
                  under this Agreement without the specific prior written
                  approval of Licensor.

3.       RESERVATION OF RIGHTS; PREMIUMS:

         (a)      Licensor reserves all rights not expressly conveyed to
                  Licensee hereunder, and Licensor may grant licenses to others
                  to use the Licensed Property, artwork and textual matter in
                  connection with other uses, services and products without
                  limitation.

         (b)      Notwithstanding anything to the contrary stated herein,
                  Licensor specifically reserves the right, without limitation
                  throughout the world, to itself use, or license any third
                  party(s) of its choice to use the Licensed Property for the
                  manufacture, distribution and sale of products, subjecto
                  Licensee's proprietary rights, similar to those licensed
                  herein in Paragraph 1(c) above for sale through any
                  catalogue(s) produced or distributed by or on behalf of
                  Licensor or its affiliated companies, or for sale or
                  distribution in any theaters or arena or for sale or
                  distribution in any retail stores operated by or on behalf of
                  Licensor, its affiliated companies or franchises or for sale
                  or distribution in any theme/amusement parks operated by or on
                  behalf of Licensor and its affiliated companies, including
                  without limitation, the Six Flags and Movie World parks. In
                  addition, Licensor reserves the right to allow Six Flags
                  Corporation and Movie World to manufacture (or have

                                                              #7633-SPJ - Page 2

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                  manufactured by a third party) products similar, subject to
                  Licensee's proprietary rights, to those licensed herein for
                  distribution or sale in theme and/or amusement parks owned or
                  operated by both Six Flags Corporation and Movie World.
                  Further, Licensor reserves the right to use, or license others
                  to use, and/or manufacture products similar or identical to
                  those licensed herein for use as premiums.

         (c)      Licensee specifically understands and agrees that no rights
                  are granted herein with respect to the Warner Bros. "shield"
                  logo or trademark, or any other trademark(s), logo(s) or
                  copyrights owned by Licensor other than those specifically set
                  forth above in the Licensed Property, it being understood that
                  all rights in and to said properties are reserved exclusively
                  to Licensor for use and/or licensing as it deems appropriate
                  to third party(s) of its choice.


         (d)      Licensee agrees that it will not use, or knowingly permit the
                  use of, and will exercise due care that its customers likewise
                  will refrain from the use of, the Licensed Products as a
                  premium, except with the prior written consent of Licensor.
                  Subject to Licensor's prior written approval as aforesaid,
                  Licensee shall pay to Licensor a sum equal to TWELVE PERCENT
                  (12%) of all premium sales. For purposes of this paragraph,
                  the term "premium" shall be defined as including, but not
                  necessarily limited to, combination sales, free or
                  self-liquidating items offered to the public in conjunction
                  with the sale or promotion of a product or service, including
                  traffic building or continuity visits by the
                  consumer/customer, or any similar scheme or device, the prime
                  intent of which is to use the Licensed Products in such a way
                  as to promote, publicize and or sell the products, services or
                  business image of the user of such item.

4.       CONSIDERATION:

         (a)      The Guaranteed Consideration paid by Licensee as set forth
                  above shall be applied against such royalties as are, or have
                  become, due to Licensor. No part of such Guaranteed
                  Consideration shall be repayable to Licensee. Royalties earned
                  in excess of the Guaranteed Consideration applicable to the
                  Term hereof shall not offset any Guaranteed Consideration
                  required in respect of the succeeding renewal term (if any);
                  likewise, royalties earned in excess of the Guaranteed
                  Consideration applicable to the renewal term (if any) shall
                  not offset any Guaranteed Consideration applicable to any
                  prior term.

         (b)      Royalty Payments: Licensee shall pay to Licensor a sum equal
                  to the Royalty Rate as set forth above of all net sales by
                  Licensee of the Licensed Products covered by this Agreement.
                  The term "net sales" herein shall mean the gross invoice price
                  billed customers, less actual quantity discounts and actual
                  returns, but no deductions shall be made for uncollectible
                  accounts and deductions for actual returns may not exceed 5%
                  of total sales. No costs incurred in the manufacture, sale,
                  distribution, advertisement, or exploitation of the Licensed
                  Products shall be deducted from any royalties payable by
                  Licensee.

         (c)      Royalties shall be payable concurrently with the periodic
                  statements required in Paragraph 5 hereof, except to the
                  extent offset by Guaranteed Consideration theretofore
                  remitted.

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5.       PERIODIC STATEMENTS.


         (a)      Within THIRTY (30) days after the initial shipment of the
                  Licensed Product(s) and promptly on the thirtieth (30th) day
                  after every month thereafter, Licensee shall furnish to
                  Licensor complete and accurate statements certified to be
                  accurate by Licensee, or if a corporation, by an officer of
                  Licensee, showing with respect to all Licensed Product(s)
                  distributed and sold by Licensee during the preceding calendar
                  month the number of units, description of items sold
                  (specifying the components of the Licensed Property utilized
                  and specifying the nature of the Licensed Product(s), gross
                  sales price and itemized deductions from gross sales price,
                  and net sales price together with any returns made during the
                  preceding calendar month. Such statements shall be furnished
                  to Licensor whether or not any of the Licensed Product(s) have
                  been sold during calendar months to which such statements
                  refer. Receipt or acceptance by Licensor of any of the
                  statements furnished pursuant to this Agreement or of any sums
                  paid hereunder shall not preclude Licensor from questioning
                  the correctness thereof at any time, and in the event that any
                  inconsistencies or mistakes are discovered in such statements
                  or payments, they shall immediately be rectified and the
                  appropriate payments made by Licensee. Upon demand of
                  Licensor, Licensee shall at its own expense, but not more than
                  once in any TWELVE (12) month period, furnish to Licensor a
                  detailed statement by an independent certified public
                  accountant showing the number, description of items sold
                  specifying the components of the Licensed Property utilized
                  and nature of Licensed Product(s), gross sales price itemized
                  deductions from gross sales price and net sales price of the
                  Licensed Product(s) covered by this Agreement distributed
                  and/or sold by Licensee up to and including the date upon
                  which Licensor has made such demand.

         (b)      The statements and payments required hereunder shall be
                  delivered to:

                  Warner Bros. Consumer Products
                  4000 Warner Boulevard
                  Bridge Building, 4th Floor
                  Burbank, California  91522
                  Attn.:   Asst. Controller, Domestic Accounting

         (c)      Licensee agrees to provide, in the event of a material default
                  in payment, at Licensor's request: (i) a letter of credit
                  issued in favor of Licensor from a financial institution as
                  approved by Licensor in an amount up to the Guaranteed
                  Consideration; and/or (ii) such other form of security
                  acceptable to Licensor. Licensee agrees to execute all
                  documentation as Licensor may require in connection with
                  perfecting such security interests.

         (d)      Any payments which are made to Licensor hereunder after the
                  due date required therefor, shall bear interest at the then

                  current prime rate (or the maximum rate permissible by law, if
                  less than the current prime rate) from the date such payments
                  are due to the date of payment. Licensor's right hereunder to
                  interest on late payments shall not preclude Licensor from
                  exercising any of its other rights or remedies pursuant to
                  this Agreement or otherwise with regard to Licensee's failure
                  to make timely remittances.

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6.     BOOKS AND RECORDS.

         (a)      Licensee shall keep, maintain and preserve (in Licensee's
                  principal place of business) for at least two (2) years
                  following termination or expiration of the term of this
                  Agreement or any renewal(s) hereof, complete and accurate
                  records of accounts including, without limitation, purchase
                  orders, inventory records, invoices, correspondence, banking
                  and financial and other records pertaining to the various
                  items required to be submitted by Licensee. Such records and
                  accounts shall be available for inspection and audit at any
                  time or times during or after the term of this Agreement or
                  any renewal(s) hereof during reasonable business hours and
                  upon reasonable notice by Licensor or its nominees. Licensee
                  agrees not to cause or permit any interference with Licensor
                  or nominees of Licensor in the performance of their duties.
                  During such inspections and audits, Licensor shall have the
                  right to take extracts and/or make copies of Licensee's
                  records as it deems necessary.

         (b)      The exercise by Licensor in whole or in part, at any time of
                  the right to audit records and accounts or of any other right
                  herein granted, or the acceptance by Licensor of any statement
                  or statements or the receipt and/or deposit by Licensor, of
                  any payment tendered by or on behalf of Licensee shall be
                  without prejudice to any rights or remedies of Licensor and
                  such acceptance, receipt and/or deposit shall not preclude or
                  prevent Licensor from thereafter disputing the accuracy of any
                  such statement or payment.

         (c)      If pursuant to its rights hereunder Licensor causes an audit
                  and inspection to be instituted which thereafter discloses a
                  deficiency between the amount found to be due to Licensor and
                  the amount actually received or credited to Licensor, then
                  Licensee shall be responsible for payment of the deficiency,
                  together with interest thereon at the then current prime rate
                  from the date such amount became due until the date of
                  payment, and, if the deficiency is more than 3%, then Licensee
                  shall pay the reasonable costs and expenses of such audit and
                  inspection.

7.       INDEMNIFICATIONS.


         (a)      During the Term, and continuing after the expiration or
                  termination of this Agreement, Licensor shall indemnify
                  Licensee and shall hold it harmless from any loss, liability,
                  damage, cost or expense arising out of any claims or suits
                  which may be brought or made against Licensee by reason of the
                  breach by Licensor of the warranties or representations as set
                  forth in Paragraph 12 hereof, provided that Licensee shall
                  give prompt written notice, and full cooperation and
                  assistance to Licensor relative to any such claim or suit and
                  provided, further, that Licensor shall have the option to
                  undertake and conduct the defense of any suit so brought.
                  Licensee shall not, however, be entitled to recover for lost
                  profits. Licensee shall cooperate fully in all respects with
                  Licensor in the conduct and defense of said suit and/or
                  proceedings related thereto.

         (b)      During the Term, and continuing after the expiration or
                  termination of this Agreement, Licensee shall indemnify
                  Licensor and shall hold it harmless from any loss, liability,
                  damage, cost or expense arising out of any claims or suits
                  which may be brought or made against Licensor by reason of:
                  (i) any breach of Licensee's covenants and undertakings
                  hereunder, including those set

                                                              #7633-SPJ - Page 5

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                  forth in Paragraph 13 hereof; (ii) any unauthorized use of the
                  Licensed Property; (iii) any use of any trademark, copyright,
                  design, patent, process, method or device, except for those
                  uses of the Licensed Property that are specifically approved
                  by Licensor pursuant to the terms of this Agreement; (iv)
                  Licensee's non-compliance with any applicable federal, state
                  or local laws or with any other applicable regulations; and
                  (v) any alleged defects and/or inherent dangers (whether
                  obvious or hidden) in the Licensed Product(s) or the use
                  thereof.

         (c)      With regard to 7(b) above, Licensee agrees to obtain, at its
                  own expense, product liability insurance providing adequate
                  protection for Licensor and Licensee against any such claims
                  or suits in amounts no less than two million dollars
                  ($2,000,000) per occurrence, combined single limits.
                  Simultaneously with the execution of this Agreement, Licensee
                  undertakes to submit to Licensor a fully paid policy or
                  certificate of insurance naming Licensor as an additional
                  insured party and, requiring that the insurer shall not
                  terminate or materially modify such without written notice to
                  Licensor at least twenty (20) days in advance thereof.

8.       ARTWORK; COPYRIGHT AND TRADEMARK NOTICES.


         (a)      The Licensed Property shall be displayed or used only in such
                  form and in such manner as has been specifically approved in
                  writing by Licensor in advance and Licensee undertakes to
                  assure usage of the Trademark(s) and the License Property
                  solely as approved hereunder. Licensee further agrees and
                  acknowledges that any and all artwork authorized for use
                  hereunder by Licensor in connection with the Licensed
                  Product(s) or which otherwise features or includes the
                  Licensed Property shall be owned in its entirety exclusively
                  by Licensor. Licensor reserves for itself or its designees all
                  rights to use any and all artwork created, utilized and/or
                  approved hereunder without limitation.

         (b)      Licensee acknowledges that, as between Licensor and Licensee,
                  the Licensed Property and all copyrights, trademarks and other
                  proprietary rights in and to the Licensed Property are owned
                  exclusively by Licensor. Licensee acknowledges that Licensor
                  shall have the right to terminate this Agreement in the event
                  Licensee asserts any rights (other than those granted pursuant
                  to the Agreement) in or to the Licensed Property. Licensee
                  further agrees and acknowledges that Licensor shall own the
                  copyright and other proprietary rights in any and all artwork
                  authorized for use hereunder that incorporates the Licensed
                  Property. At the request of Licensor, Licensee shall execute
                  such form(s) of assignment of copyright in any amendments or
                  derivative works based in whole or part on the Licensed
                  Property as Licensor may reasonably request. If any third
                  party makes or has made any contribution to the creation of
                  artwork authorized for use hereunder, Licensee agrees to
                  obtain from such party a full assignment of rights so that the
                  foregoing assignment by Licensee shall vest full rights in
                  Licensor.

         (c)      Licensee shall, within thirty (30) days of receiving an
                  invoice, pay Licensor. for artwork executed by Licensor (or by
                  third parties under contract to Licensor) for use in the
                  development of the Licensed Product(s) and any related
                  packaging, display and promotional materials at Licensor's
                  prevailing commercial art rates. The foregoing shall include
                  any artwork that, in Licensor's opinion, is necessary to 
                  modify artwork initially

                                                              #7633-SPJ - Page 6

<PAGE>

                  prepared by Licensee and submitted for approval. Estimates of
                  artwork charges are available upon request.

         (d)      Licensee shall cause to be imprinted, irremovably and legibly
                  on each Licensed Product(s) manufactured, distributed or sold
                  under this Agreement, and all advertising, promotional,
                  packaging and wrapping material wherein the Licensed Property
                  appears, the following as directed by Licensor:


                  (i)      The appropriate Copyright Notices, as directed and in
                           each instance specified by Licensor, including an
                           encircled c, the name of Licensor, year date of first
                           publication of the art and/or textual material
                           generally in the following form:

                           TM & (c) l996 Warner Bros.

                  (ii)     The appropriate Trademark Notices with respect to the
                           Trademark(s) and Character(s) (and any component
                           thereof) as specified in each instance by Licensor,
                           including the initials "TM", or the letter "R"
                           encircled or "* "(asterisk), and/or such legend(s) as
                           may be required by Licensor, including but not
                           limited to a legend indicating that the Licensed
                           Property (and any component thereof) are trademarks
                           of Licensor used under license by Licensee.

         (e)      In no event shall Licensee use, in respect to the Licensed
                  Product(s) and/or in relation to any advertising, promotional,
                  packaging or wrapping material, any copyright or trademark
                  notices which shall conflict with, be confusing with, or
                  negate, any notices required hereunder by Licensor in respect
                  to the Licensed Property.

         (f)      Licensee agrees to deliver to Licensor free of cost three (3)
                  of each of the Licensed Product(s) together with their
                  packaging and wrapping material for trademark registration
                  purposes in compliance with applicable laws, simultaneously
                  upon distribution to the public. Any copyrights or trademarks
                  with respect to the Licensed Property shall be procured by and
                  for the benefit of Licensor and at Licensor's expense. 
                  Licensee further agrees to provide Licensor with the date of 
                  the first use of the Licensed Product(s) in interstate and 
                  intrastate commerce.

         (g)      Licensee shall assist Licensor, at Licensor's expense, in the
                  procurement, protection, and maintenance of Licensor's rights
                  to the Licensed Property. Licensor may, in its sole
                  discretion, commence or prosecute and effect the disposition
                  of any claims or suits relative to the imitation, infringement
                  and/or unauthorized use of the Licensed Property either in its
                  own name, or in the name of Licensee, or join Licensee as a
                  party in the prosecution of such claims or suits. Licensee
                  agrees to cooperate fully with Licensor in connection with any
                  such claims or suits and undertakes to furnish full assistance
                  to Licensor in the conduct of all proceedings in regard
                  thereto. Licensee shall promptly notify Licensor in writing of
                  any infringements or imitations or unauthorized uses by others
                  of the Licensed Property, on or in relation to products
                  identical or similar to or related to the Licensed Product(s).
                  Licensor shall in its sole discretion have the right to settle
                  or effect compromises in respect thereof. Licensee shall not

                  institute any suit or take any action on account of such
                  infringements, imitaions or unauthorized uses.

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9.       APPROVALS AND QUALITY CONTROLS.

         (a)      Licensee agrees to comply and maintain compliance with the
                  quality standards and specifications of Licensor in respect to
                  all usage of the Licensed Property on or in relation to the
                  Licensed Product(s) throughout the Term of this Agreement and
                  any renewals or extensions thereof. Licensee agrees to furnish
                  to Licensor free of cost for its written approval as to
                  quality and style, samples of each of the Licensed Product(s)
                  together with their packaging, hangtags, and wrapping
                  material, as follows in the successive stages indicated (a)
                  rough sketches/layout concepts; (b) finished artwork or final
                  proofs; (c) preproduction samples or strike-offs; (d) finished
                  products, including packaged samples.

         (b)      No Licensed Product(s) and no material whatever utilizing the
                  Licensed Property shall be manufactured, sold, distributed or
                  promoted by Licensee without prior written approval. Licensee
                  may, subject to Licensor's prior written approval, use textual
                  and/or pictorial matter pertaining to the Licensed Property on
                  such promotional, display and advertising material as may, in
                  its reasonable judgment, promote the sale of the Licensed
                  Product(s). All advertising and promotional material relating
                  to the Licensed Product(s) must be submitted to the Licensor
                  for its written approval at the following stages appropriate
                  to the medium used: (a) rough concepts (b) layout, storyboard,
                  script; and (c) finished materials.

         (c)      Approval or disappoval shall lie in Licensor's sole
                  discretion. Any Licensed Product(s) not approved in writing
                  shall be deemed unlicensed and shall not be manufactured or
                  sold. If any unapproved Licensed Product(s) are being sold,
                  Licensor may, together with other remedies available to it
                  including, but not limited to, immediate termination of this
                  Agreement, require such Licensed Product(s) to be immediately
                  withdrawn from the market and to be destroyed, such
                  destruction to be attested to in a certificate signed by an
                  officer of Licensee.

         (d)      Any modification of a Licensed Product must be submitted in
                  advance for Licensor's written approval as if it were a new
                  Licensed Product. Approval of a Licensed Product which uses
                  particular artwork does not imply approval of such artwork for
                  use with a different Licensed Product.

         (e)      Licensed Product(s) must conform in all material respects to
                  the final production samples approved by Licensor. If in

                  Licensor's reasonable judgement, the quality of a Licensed
                  Product originally approved has deteriorated in later
                  production runs, or if a Licensed Product has otherwise been
                  altered, Licensor may, in addition to other remedies available
                  to it, require that such Licensed Product be immediately
                  withdrawn from the market.

         (f)      Licensee shall permit Licensor, upon reasonable notice, to
                  inspect Licensee's manufacturing operations and testing
                  records (including those operations and records of any
                  supplier or manufacturer approved pursuant to Paragraph 10
                  below) with respect to the Licensed Product(s).

         (g)      If any changes or modifications are required to be made to any
                  material submitted to Licensor for its written approval in
                  order to ensure compliance with Licensor's specifications or
                  standards of quality, Licensee agrees

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                  promptly to make such changes or modifications. Subsequent to
                  final approval, fewer than three (3) production samples of
                  Licensed Product(s) will be sent to Licensor, to ensure
                  quality control simultaneously upon distribution to the
                  public. In addition, Licensor shall have the right to purchase
                  any and all Licensed Product(s) in any quantity at the price
                  Licensee charges its best customer at the maximum discount
                  price.

         (h)      To avoid confusion of the public, Licensee agrees not to
                  associate other characters or licensed properties with the
                  Licensed Property on the Licensed Product(s) or in any
                  packaging, promotional or display materials unless Licensee
                  receives Licensor's prior written approval. Furthermore,
                  Licensee agrees not to use the Licensed Property (or any
                  component thereof) on any business sign, business cards,
                  stationery or forms, nor to use the Licensed Property as part
                  of the name of Licensee's business or any division thereof.

         (i)      Licensee shall use its best efforts to notify its customers of
                  the requirement that Licensor has the right to approve all
                  promotional, display and advertising material pursuant to this
                  Agreement.

         (j)      It is understood and agreed that any animation used in
                  electronic media, including but not limited to animation for
                  television commercials and character voices for radio
                  commercials, shall be produced by Warner Bros. Animation
                  pursuant to a separate agreement between Licensee and Warner
                  Bros. Animation, subject to Warner Bros. Animation customary
                  rates. Any payment made to Warner Bros. Animation for such
                  animation shall be in addition to and shall not offset the

                  Consideration set forth in Paragraph 4.

         (k)      Licensor's approval of Licensed Product(s) (including without
                  limitation, the Licensed Product(s) themselves as well as
                  promotional, display and advertising materials) shall in no
                  way constitute or be construed as an approval by Licensor of
                  Licensee's use of any trademark, copyright and/or other
                  proprietary materials not owned by Licensor.

10.      DISTRIBUTION: SUB-LICENSE MANUFACTURE.

         (a)      Within the Channels of Distribution as set forth in Paragraph
                  1(a) hereof, Licensee shall sell the Licensed Product(s)
                  either to jobbers, wholesalers, distributors or retailers for
                  sale or resale and distribution directly to the public. Unless
                  explicitly set forth in Paragraph 1(a) hereof, Licensee shall
                  not sell the Licensed Product(s) through any cable home
                  shopping service without the prior written consent of
                  Licensor, it being expressly understood that Licensor will
                  consent to the sale of individual Licensed Products, but will
                  not consent to a "full show" dedicated to the sale of a line
                  of the Licensed Products. If Licensee sells or distributes the
                  Licensed Product(s) at a special price, directly or
                  indirectly, to itself, including without limitation, any
                  subsidiary of Licensee or to any other person, firm, or
                  corporation affiliated with Licensee or its officers,
                  directors or major stockholders, for ultimate sale to
                  unrelated third parties, Licensee shall pay royalties with
                  respect to such sales or distribution, based upon the price
                  generally charged to the trade by Licensee.

         (b)      Licensee shall not be entitled to sub-license any of its 
                  rights under this Agreement. In the event Licensee is not the
                  manufacturer of the Licensed Product(s), Licensee

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                  shall be, subject to the prior written approval of Licensor
                  (which approval shall not be unreasonably withheld), be
                  entitled to utilize a third party manufacturer in connection
                  with the manufacture and production of the Licensed Product(s)
                  provided that such manufacturer shall execute a letter in the
                  form of Exhibit 1 attached hereto and by this reference made a
                  part hereof. In such event, Licensee shall remain primarily
                  obligated under all of the provisions of this Agreement. In no
                  event shall any such sublicense agreement include the right to
                  grant any further sublicenses.

11.      GOODWILL.

                  Licensee recognizes the great value of the publicity and
         goodwill associated with the Licensed Property and, acknowledges (i)

         such goodwill is exclusively that of Licensor and (ii) that the
         Licensed Property have acquired a secondary meaning as Licensor's
         trademarks and/or identifications in the mind of the purchasing public.
         Licensee further recognizes and acknowledges that a breach by Licensee
         of any of its covenants, agreements or undertakings hereunder will
         cause Licensor irreparable damage, which cannot be readily remedied in
         damages in an action at law, and may, in addition thereto, constitute
         an infringement of Licensor's copyrights, trademarks and/other
         proprietary rights in, and to the Licensed Property, thereby entitling
         Licensor to seek equitable remedies and costs.

12.      LICENSOR'S WARRANTIES AND REPRESENTATIONS.

         Licensor represents and warrants to Licensee that:

         (a)      It has, and will have throughout the Term of this Agreement,
                  the right to license the Licensed Property to Licensee in
                  accordance with the terms and provisions of this Agreement;
                  and

         (b)      The making of this Agreement by Licensor does not violate any
                  agreements, rights or obligations existing between Licensor
                  and any other person, firm or corporation.

13.      LICENSEE'S WARRANTIES AND REPRESENTATIONS.

         Licensee represents and warrants to Licensor that, during the Term and
         thereafter:

         (a)      It will not attack the title of Licensor or its Grantors in
                  and to the Licensed Property or any copyright or trademark
                  pertaining thereto, nor will it attack the validity of the
                  license granted hereunder;

         (b)      It will not harm, misuse or bring into disrepute the Licensed
                  Property, but on the contrary, will maintain the value and
                  reputation thereof to the best of its ability;

         (c)      It will manufacture, sell, promote and distribute the Licensed
                  Product(s) in an ethical manner and in accordance with the
                  terms and intent of this Agreement, and in compliance with all
                  applicable government regulations and industry standards;

         (d)      It will not create any expenses chargeable to Licensor without
                  the prior written approval of Licensor;

         (e)      It will protect to the best of its ability its right to
                  manufacture, sell, promote, and distribute the Licensed
                  Product(s) hereunder;

                                                             #7633-SPJ - Page 10

<PAGE>


         (f)      It will at all times comply with all government laws and
                  regulations, including but not limited to product safety,
                  food, health, drug, cosmetic, sanitary or other similar laws,
                  and all voluntary industry standards relating or pertaining to
                  the manufacture, sale, advertising or use of the Licensed
                  Product(s), and shall maintain its appropriate customary high
                  quality standards. It shall comply with any regulatory
                  agencies which shall have jurisdiction over the Licensed
                  Product(s) and shall procure and maintain in force any and all
                  permissions certifications and /or other authorizations from
                  governmental and/or other official authorities that may be
                  required in relation thereto. Each Licensed Product and
                  component thereof distributed hereunder shall comply with all
                  applicable laws, regulations and voluntary industry standards.
                  Licensee shall follow reasonable and proper procedures for
                  testing that all Licensed Product(s) comply with such laws,
                  regulations and standards. Upon reasonable notice, Licensee
                  shall permit Licensor or its designees to inspect testing
                  records and procedures with respect to the Licensed Product(s)
                  for compliance. Licensed Product(s) that do not comply with
                  all applicable laws, regulations and standards shall
                  automatically be deemed unapproved;

         (g)      It shall, upon Licensor's request, provide credit information
                  to Licensor including, but not limited to, fiscal year-end
                  financial statements (profit-and-loss statement and balance
                  sheet) and operating statements;

         (h)      It will provide Licensor with the date(s) of first use of the
                  Licensed Product(s) in interstate and intrastate commerce,
                  where appropriate;

         (i)      It will, pursuant to Licensor's instructions, duly take any
                  and all necessary steps to secure execution of all necessary
                  documentation for the recordation of itself as user of the
                  Licensed Property in any jurisdiction where this is required
                  or where Licensor reasonably requests that such recordation
                  shall be effected. Licensee further agrees that it will at its
                  own expense cooperate with Licensor in cancellation of any
                  such recordation at the expiration of this Agreement or upon
                  termination of Licensee's right to use the Licensed Property.
                  Licensee hereby appoints Licensor its Attorney-in-fact for
                  such purpose; and

         (j)      It will not deliver or sell Licensed Products outside the
                  Territory or knowingly sell Licensed Products to a third party
                  for delivery outside the Territory.

14.      TERMINATION BY LICENSOR.

         (a)      Licensor shall have the right to terminate this Agreement
                  without prejudice to any rights which it may have in the
                  premises, whether pursuant to the provisions of this
                  Agreement, in law, or in equity, or otherwise, upon the

                  occurrence of any one or more of the following events (herein
                  called "defaults"):

                  (i)      If Licensee defaults in the performance of any of its
                           obligations provided for in this Agreement; or

                  (ii)     Licensee shall have failed to deliver to Licensor or
                           to maintain in full force and effect the insurance
                           referred to in Paragraph 7(c) hereof; or

                  (iii)    If Licensee shall fail to make any payments due
                           hereunder on the date due; or

                                                             #7633-SPJ - Page 11

<PAGE>

                  (iv)     If Licensee shall fail to deliver any of the
                           statements hereinabove referred to or to give access
                           to the premises and/or license records pursuant to
                           the provisions hereof to Licensor's authorized
                           representatives for the purposes permitted hereunder;
                           or

                  (v)      If Licensee shall fail to comply with any laws,
                           regulations or voluntary industry standards as
                           provided in Paragraph 13(f) or if any governmental
                           agency or other body, office or official vested with
                           appropriate authority finds that the Licensed
                           Product(s) are harmful or defective in any way,
                           manner or form, or are being manufactured, sold or
                           distributed in contravention of applicable laws,
                           regulations or standards, or in a manner likely to
                           cause harm; or

                  (vi)     If Licensee shall be unable to pay its debts when
                           due, or shall make any assignment for the benefit of
                           creditors, or shall file any petition under the
                           bankruptcy or insolvency laws of any jurisdiction,
                           county or place, or shall have or suffer a receiver
                           or trustee to be appointed for its business or
                           property, or be adjudicated a bankrupt or an
                           insolvent; or

                  (vii)    In the event that Licensee does not commence in good
                           faith to manufacture, distribute and sell the
                           Licensed Product(s) and utilize the Characters set
                           forth in the Licensed Property within the Territory
                           on or before the Marketing Date and thereafter fails
                           to diligently and continuously manufacture,
                           distribute and sell the Licensed Products and utilize
                           the Characters within the Territory. Such default and
                           Licensor's resultant right of termination (or
                           recapture) shall only apply to the specific

                           Character(s) and/or the specific Licensed Product(s),
                           which or wherein Licensee fails to meet said
                           Marketing Date requirement; or

                  (viii)   If Licensee shall manufacture, sell or distribute,
                           whichever first occurs, any of the Licensed
                           Products(s) without the prior written approval of
                           Licensor as provided in Paragraph 9 hereof; or

                  (ix)     If Licensee undergoes a substantial change of
                           management; or

                  (x)      If a manufacturer approved pursuant to Paragraph
                           10(b) hereof shall engage in conduct, which conduct
                           if engaged in by Licensee would entitle Licensor to
                           terminate this Agreement; or

                  (xi)     If Licensee delivers or sells Licensed Product(s)
                           outside the Territory or knowingly sells Licensed
                           Products(s) to a third party for delivery outside the
                           Territory; or

                  (xii)    If Licensee has made a material misrepresentation or
                           has omitted to state a material fact necessary to
                           make the statements not misleading; or

                  (xiii)   If Licensee shall breach any other agreement in
                           effect between Licensee and Licensor.

         (b)      In the event any of these defaults occur, Licensor shall give
                  notice of termination in writing to Licensee by certified
                  mail. Licensee shall have ten (10) days from the date of
                  receiving notice in which to correct any of

                                                             #7633-SPJ - Page 12

<PAGE>

                  these defaults (except subdivisions (vii), (viii), (xi) and
                  (xii) above which are not curable), and failing such, this
                  Agreement shall thereupon immediately terminate, and any and
                  all payments then or later due from Licensee hereunder
                  (including Guaranteed Consideration) shall then be promptly
                  due and payable and no portion of prior payments shall be
                  repayable to Licensee.

15.      FINAL STATEMENT UPON TERMINATION OR EXPIRATION.

                  Licensee shall deliver, as soon as practicable, but not later
         than thirty (30) days following expiration or termination, a statement
         indicating the number and description of Licensed Product(s) on hand
         together with a description of all advertising and promotional
         materials relating thereto. Following expiration or termination,
         Licensee shall not continue to manufacture the Licensed Product(s).

         However, if Licensee has complied with all the terms of this Agreement,
         including, but not limited to, complete and timely payment of the
         Guaranteed Consideration then, Licensee may continue to distribute and
         sell its remaining inventory on a non-exclusive basis for a period not
         to exceed SIXTY (60) days following such termination or expiration,
         subject to payment of applicable royalties thereto. In no event,
         however, may Licensee distribute and sell during such period an amount
         of Licensed Product(s) that exceeds the average amount of Licensed
         Product(s) sold during a consecutive SIXTY (60) day period during the
         Term. If Licensee has any remaining inventory of the Licensed
         Product(s) following such SIXTY (60) day period, Licensee shall, at
         Licensor's option, make available such inventory to Licensor for
         purchase at cost, deliver up to Licensor for destruction said remaining
         inventory or furnish to Licensor an affidavit attesting to the
         destruction of said remaining inventory. Licensor shall have the right
         to conduct a physical inventory in order to ascertain or verify such
         inventory and/or physical inventory. In the event this Agreement is
         terminated by Licensor for cause, Licensee shall be deemed to have
         forfeited its sell-off rights hereunder. In addition to the forfeiture,
         Licensor shall have recourse to all other legal remedies available to
         it.

16.      NOTICES.

                  Except as otherwise specifically provided herein, all notices
         which either party hereto is required or may desire to give to the
         other shall be given by addressing the same to the other at the address
         set forth above, or at such other address as may be designated in
         writing by any such party in a notice to the other given in the manner
         prescribed in this paragraph. All such notices shall be sufficiently
         given when the same shall be deposited so addressed, postage prepaid,
         in the United States mail and/or when the same shall have been
         delivered, so addressed, to a facsimile or over-night delivery service
         and the date of said mailing shall be the date of the giving of such
         notice and/or transmitted via facsimile with receipt of a confirming
         copy.

17.      NO PARTNERSHIP, ETC.

                  This Agreement does not constitute and shall not be construed
         as constitution of a partnership or joint venture between Licensor and
         Licensee. Neither party shall have any right to obligate or bind the
         other party in any manner whatsoever, and nothing contained herein
         shall give, or is intended to give, any rights of any kind to any third
         persons.

                                                             #7633-SPJ - Page 13

<PAGE>

18.      NON-ASSIGNABILITY.

                  This Agreement shall bind and inure to the benefit of
         Licensor, its successors and assigns. This Agreement is personal to

         Licensee, and Licensee shall not sub-license nor franchise its rights
         hereunder, and neither this Agreement nor any of the rights of Licensee
         hereunder shall be sold, transferred or assigned by Licensee and no
         rights hereunder shall devolve by operation of law or otherwise upon
         any receiver, liquidator, trustee or other party.

19.      CONSTRUCTION.

                  This Agreement shall be construed in accordance with the laws
         of the State of California of the United States of America.

20.      WAIVER, MODIFICATION ETC.

                  No waiver, modification or cancellation of any term or
         condition of this Agreement shall be effective unless executed in
         writing by the party charged therewith. No written waiver shall excuse
         the performance of any acts other than those specifically referred to
         therein. The fact that the Licensor has not previously insisted upon
         Licensee expressly complying with any provision of this Agreement shall
         not be deemed to be a waiver of Licensor's future right to require
         compliance in respect thereof and Licensee specifically acknowledges
         and agrees that the prior forbearance in respect of any act, term or
         condition shall not prevent Licensor from subsequently requiring full
         and complete compliance thereafter. If any term or provision of this
         Agreement is held to be invalid or unenforceable by any court of
         competent jurisdiction or any other authority vested with jurisdiction,
         such holding shall not affect the validity or enforceability of any
         other term or provision hereto and this Agreement shall be interpreted
         and construed as if such term or provision, to the extent the same
         shall have been held to be invalid, illegal or unenforceable, had never
         been contained herein. Headings of paragraphs herein are for
         convenience only and are without substantive significance.

21.      ACCEPTANCE BY LICENSOR;

                  This instrument, when signed by Licensee shall be deemed an
         application for license and not a binding agreement unless and until
         accepted by Warner Bros. Consumer Products by signature of a duly
         authorized officer and the delivery of such a signed copy to Licensee.
         The receipt and/or deposit by Warner Bros. Consumer Products of any
         check or other consideration given by Licensee and/or delivery of any
         material by Warner Bros. Consumer Products to Licensee shall not be
         deemed an acceptance by Warner Bros. Consumer Products of this
         application. The foregoing shall apply to any documents relating to
         renewals or modifications hereof.

                                                             #7633-SPJ - Page 14


<PAGE>

This Agreement shall be of no force or effect unless and until it is signed by
all of the parties listed below:

AGREED AND ACCEPTED:                              AGREED AND ACCEPTED:

LICENSOR:                                         LICENSEE:

WARNER BROS. CONSUMER PRODUCTS, A                 ARTISAN HOUSE
TIME WARNER ENTERTAINMENT COMPANY              
as Agent for Warner Bros., a division of Time    
Warner Entertainment Company, L.P.

By: /s/ Gary R. Simon                             By: /s/ Henry Goldman
    --------------------------------                 ---------------------------
    Gary R. Simon
    Vice President, Legal Affairs

Date: 12/3/96                                     Date: 11/22/96

                                                             #7633-SPJ - Page 15


<PAGE>

                               EXHIBIT 1 #7633-SPJ

                                      Dated

Warner Bros. Consumer Products
4000 Warner Boulevard
Burbank, CA 91522

RE: Approval for Third Party Manufacturer

Gentlemen:

         This letter will serve as notice to you that pursuant to Paragraph
10(b) of the License Agreement dated _____________, 199_ between your client
WARNER BROS. and ARTISAN HOUSE ("Licensee"), we have been engaged as the
manufacturer for LICENSEE in connection with the manufacture of the Licensed
Product(s) as defined in the aforesaid License Agreement. We hereby acknowledge
that we may not manufacture Licensed Product(s) for, or sell or distribute
Licensed Product(s) to, anyone other than Licensee. We hereby further
acknowledge that we have received a copy and are cognizant of the terms and
conditions set forth in said License Agreement and hereby agree to observe those
provisions of said License Agreement which are applicable to our function as
manufacturer of the Licensed Product(s). It is understood that this engagement
is on a royalty free basis.

         We understand that our engagement as the manufacturer for LICENSEE is
subject to your written approval. We request, therefore, that you sign in the
space below, thereby showing your acceptance of our engagement as aforesaid.

                                             Sincerely,

                                             /s/ Artisan House, Inc.
                                             -----------------------------------
                                             MANUFACTURER/COMPANY NAME

                                             By: /s/ Henry Goldman
                                                --------------------------------
                                                signature

                                                Henry Goldman
                                                --------------------------------
                                                printed name

                                                1755 Glendale Blvd.
                                                --------------------------------
                                                address

                                                Los Angeles, CA 90026
                                                --------------------------------

                                                11/22/96
                                                --------------------------------

                                                dated

AGREED TO AND ACCEPTED:

WARNER BROS. CONSUMER PRODUCTS

By:
   ------------------------------
    Gary R. Simon
    Vice President, Legal Affairs


Date:
     ----------------------------
                                                       
                                                             #7633-SPJ - Page 16