EXHIBIT 10.24

     This LICENSE  AGREEMENT  (this  "Agreement") is made and entered into as of
July  1,  1997,  by and  between  KAWASAKI  MOTORS  CORP.,  U.S.A.,  a  Delaware
corporation  ("Licensor"),  and Breaking  WAVES,  INC.,  a New York  corporation
("Licensee").


                                    RECITALS:

     A. Licensee  acknowledges that Licensor,  either directly or by and through
related  companies,  is the sole and  exclusive  owner in the United  States and
Canada of the entire  right,  title and  interest,  together  with all  goodwill
connected therewith,  in and to the Subject Matter (as the term "Subject Matter"
is  defined  and  described  in  Schedule  "A"  attached  hereto and made a part
hereof),  which by reason of  wide-spread  advertising  and publicity has become
well-known and identified in the minds of the general public.

     B.  Licensee  desires  to  obtain  the right to use the  Subject  Matter in
connection with the  manufacture,  sale and  distribution of certain articles of
merchandise.

     C.  Licensor  is  willing  to  permit  the  use of the  Subject  Matter  in
connection with the  manufacture,  sale and  distribution of certain articles of
merchandise  by Licensee  upon the terms.  conditions  and  covenants  set forth
herein.

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

         1.  Grant of License

     (a) Upon the terms and conditions  hereinafter  set forth,  Licensor hereby
grants  to   Licensee   and   Licensee   hereby   accepts   the   non-exclusive,
non-transferable  right,  license and  privilege of using the Subject  Matter in
connection with the  manufacture,  sale and  distribution of certain articles of
merchandise  consisting  of those  articles  described  in Schedule "B" attached
hereto  and  made a part  of  this  Agreement  ("Licensed  Goods"). 

     (b)  The  license  hereby  granted  extends  only  to  the  territory  (the
"Territory") specified in Schedule "C" attached hereto and made a part hereof.

     (c) The  term of  this  Agreement  and the  license  hereby  granted  shall
commence on the date  specified in Schedule "D" attached  hereto and made a part
hereof,  and shall  continue  until the date  specified in Schedule "D",  unless
sooner   terminated  in  accordance  with  the  provisions  of  this  Agreement.
----------- ------------


<PAGE>
     2. Terms of Payment

     (a)  Licensee  agrees to pay to Licensor as fees for the use of the Subject
Matter the sum of money  specified in Schedule  "E"  attached  hereto and made a
part hereof. -----------

     (b) Within thirty (30) days after the end of each calendar  quarter  during
the term of this  Agreement,  Licensee  shall  furnish to Licensor  complete and
accurate  statements  certified to be accurate by an officer of Licensee showing
the number, description, gross sales price, itemized deductions from gross sales
price, and net sales price of Licensed Goods  manufactured,  distributed  and/or
sold by Licensee and all subsidiaries, parents and affiliates of Licensee during
the  preceding  calendar  quarter,  together  with any returns  made during such
quarter.

     (c) Fees for the preceding calendar quarter shall be due within thirty (30)
days from the end of said  quarter,  and payment  therefor  shall  accompany the
statement  furnished as required above. The receipt or acceptance by Licensor of
any of the statements  furnished  pursuant to this Agreement or of any fees 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 be immediately  rectified
and the appropriate payment made by Licensee.

     3. Goodwill

     Licensee  recognizes  the great value of the goodwill  associated  with the
Subject Matter and acknowledges that the Subject Matter and goodwill  pertaining
thereto belong  exclusively to Licenser and have a secondary meaning in the mind
of the public.

     4. Licensor's Title and Protection of Licensor's Rights

     Licensee  agrees  that it will not  during  the term of this  Agreement  or
thereafter attack the title or any rights of Licensor, or any related company of
Licenser, in and to the Subject Matter or attack the validity of this Agreement.
Licensee  agrees to assist  Licensor  and to  cooperate  fully with  Licensor to
procure  any  protection  or to  protect  any of the rights of  Licensor  or any
related  company of  Licensor to the Subject  Matter or any  trademark,  service
mark,  trade  name or  copyright  or any other  protection  or right  pertaining
thereto.  Licensee shall promptly notify Licensor in writing of any infringement
or  imitations by others of  Licensor's  rights in the Subject  Matter which may
come to Licensee's  attention,  and Licensor  shall have the sole right,  in its
discretion,  to determine whether or not any action shall be taken on account of
any such

                                       -2-


<PAGE>
infringement or imitations. Licensor may prosecute an action for infringement at
its  sole  expense  and join  Licensee  in such  action.  Licensee  does  hereby
acknowledge  and agree that  ownership  of any and all  copyrights,  trademarks,
trade names, service marks,  logotypes,  commercial symbols and all other rights
of any nature whatsoever,  including without limitation,  goodwill pertaining to
the  Subject  Matter,  shall be and  remain in the name of  Licensor  or related
companies of  Licensor.  Reference in this  paragraph 4 to  "Licensee"  shall be
deemed to include subsidiaries, parents and affiliates of Licensee.

     5. Indemnification and Insurance

     Licensee agrees to assume full  responsibility for compliance with a11 laws
in connection with the manufacture  and/or sale of the Licensed Goods.  Licensor
assumes no liability to Licensee or any third party with respect to the Licensed
Goods.  Licensee hereby agrees to indemnify,  defend and hold harmless Licensor,
Licensor's  suppliers  and  related  companies,  including  without  limitation,
Kawasaki Heavy Industries, Ltd. and each of its direct and indirect subsidiaries
and affiliates, and their respective shareholders,  directors, officers, agents,
employees  and  representatives,  during  the  term  and  after  termination  or
expiration of this Agreement,  from and against any and all claims,  suits, loss
and damage, including reasonable attorneys' fees, arising out of, based upon, or
in connection  with the Licensed  Goods  including,  without  limitation,  those
arising out of any alleged defect thereon or infringement thereby of any alleged
patent, trademark,  copyright, trade secret, contractual statutory or judicially
created  rights of others.  Licensee  agrees that it will obtain and maintain in
full force and effect during the entire term of this  Agreement,  and continuing
for a reasonable period of not less than two (2) years immediately following the
termination  or  expiration  of  this  Agreement,  at  Licensee's  own  expense,
comprehensive   general  liability,   property  damage  and  products  liability
insurance.  acceptable  to Licensor in its sole  discretion,  from an  insurance
company  approved  in writing by  Licensor,  providing  adequate  protection  in
amounts equal to or greater than the minimum  amounts  specified in Schedule "F"
attached  hereto  and  made a part  hereof,  for  the  protection  of  Licensor,
Licensor's  affiliates,  and Licensee against any claims, suits, loss and damage
as aforesaid.  One or more fully paid  certificates of insurance  reflecting the
minimum coverage specified in Schedule "F'. and naming Licensor, Kawasaki Motors
Manufacturing  Corp.,  U.S.A.,  Kawasaki  Heavy  Industries,   Ltd.,  and  their
subsidiaries  and affiliates and Licensee as insured  parties shall be submitted
to Licensor by Licensee for Licensor's prior

                                      -3-


<PAGE>
written approval before any Licensed Goods are manufactured, distributed or sold
hereunder,  and any proposed  change in such  certificates of insurance shall be
submitted to Licensor for its prior written approval. Licensor shall be entitled
to a copy of the then  prevailing  certificates  of  insurance,  which  shall be
furnished  to  Licensor  by Licensee  within  five (5)  business  days after the
purchase of each such  insurance  policy.  No insurance  shall be  cancelable or
terminable  without at least thirty (30) days' prior written  notice to be given
to  Licensor.  However,  no such  cancellation  or  termination  shall result in
interruption of the coverage as specified above and in Schedule "F".

     6. Quality of Merchandise

     Licensee  agrees that the Licensed  Goods shall be of high  standard and of
such  style,  appearance  and  quality  as to be  adequate  and  suited to their
exploitation  to the best advantage and to the protection and enhancement of the
Subject Matter and the goodwill pertaining  thereto.  The Licensed Goods will be
manufactured,  sold and distributed in accordance  with all applicable  federal,
state and local laws, regulations,  rules and orders. Neither the Licensed Goods
nor Licensee's policy of sale, distribution and/or exploitation thereof shall in
any manner  reflect  adversely  upon the good name of  Licensor  or the  Subject
Matter.  To this end and to the end that the nature and quality of the  Licensed
Goods shall be satisfactory,  Licensee shall, before selling or distributing any
of the Licensed goods, furnish to Licensor, free of cost, for Licensor's written
approval,  a reasonable  number of samples of each Licensed Good,  together with
their cartons and  containers,  including  packaging and wrapping  materials and
catalogs or brochures. The quality and style of all such Licensed Goods, as well
as any carton, container,  packaging and/or wrapping materials, shall be subject
to Licensor's  prior  written  approval.  After  samples of the Licensed  Goods,
catalogs,  cartons,  containers  or  packaging  or wrapping  material  have been
approved pursuant to this paragraph,  Licensee shall not depart therefrom in any
material respect without  Licensor's prior written approval.  After Licensee has
commenced  selling the  Licensed  Goods,  and at least once each year during the
term of this Agreement,  upon Licensor's written request, Licensee shall furnish
without cost to Licensor  not more than four (4)  additional  random  samples of
each Licensed Good being manufactured and sold by Licensee  hereunder,  together
with  any  cartons,  containers  and  packaging  or  wrapping  material  used in
connection therewith.

                                      -4-


<PAGE>
     7. Labeling: Promotional Material

     (a) Licensee agrees that it will cause to appear on or within each Licensed
Good  sold  by it  under  this  Agreement,  and on or  within  all  advertising,
promotional or display material pertaining to the Subject Matter, and on any and
all cartons,  containers,  packaging and/or wrapping material  pertaining to the
Subject Matter,  such copyright and/or trademark notices,  and/or other notices,
as Licensor shall reasonably designate in writing. The form or prototype of each
and every tag,  label,  imprint or other  device  containing  any such notice or
notices and all consumer warranty, advertising,  promotional or display material
and all cartons,  containers,  packaging and/or wrapping materials pertaining to
the Subject Matter shall be submitted to Licensor for its written approval prior
to use by Licensee.

     (b)  Licensee  agrees that it will cause to appear on each and every label,
carton, container, packaging and/or wrapping materials pertaining to the Subject
Matter the following:


     (1) NOTICE: "KAWASAKI(R)". "K", AND "JET SKI(R)". ARE

     TRADEMARKS LICENSED BY KAWASAKI MOTORS CORP., U.S.A.

     HOWEVER, THIS PRODUCT IS NEITHER MANUFACTURED NOR

     DISTRIBUTED BY KAWASAKI MOTORS CORP., U.S.A. CONSUMER

     INQUIRIES SHOULD BE DIRECTED TO BREAKING WAVES, INC., 112

     WEST 34TH STREET, NEW YORK, NY 10120; and


     (2) Either one of the "Licensed  product"  logos attached to this Agreement
as Attachment 1.


     (c) Licensee will submit all advertising and promotional  materials related
to the  Subject  Matter or the  Licensed  Goods,  including  without  limitation
warranty  information,  for Licensor's  review at least two (2) weeks before the
first time such materials are to be broadcast or published.  Licensee agrees not
to use any such advertising or promotional  materials  without  Licensor's prior
written  consent.  If Licensor has not disapproved  any such proposed  materials
within ten (10) days after receipt of same from Licensee,  such materials  shall
be deemed approved.

                                       -5-


<PAGE>
     8. Distribution

     (a) Licensee agrees that during the term of this  Agreement,  at no expense
to Licensor,  it will  diligently and  continuously,  and to the greatest extent
possible, manufacture, promote, distribute and sell the Licensed Goods.

     (b) Licensee shall exercise due care to avoid selling or  distributing  the
Licensed Goods to jobbers, wholesalers, distributors, retail stores or merchants
whose  sale or  distribution  of the  Licensed  Goods  is or  will  be made  for
publicity purposes,  combination sales, premiums,  giveaways, or similar methods
of merchandising, or whose business methods are questionable. Licensee shall not
sell or distribute to any person,  firm or  corporation,  except  Licensor,  its
subsidiaries,  affiliates and authorized dealers,  any of the Licensed Goods for
premium,  giveaway,  or promotional  tie-in  purposes  without the prior written
consent of Licensor.

     (c) In no  event  shall  any  sale  be made at a  special  price  to any of
Licensee's  subsidiaries or to any other person,  firm or corporation related in
any manner to Licensee or its officers, directors or stockholders.  In the event
any sale is made in violation of this paragraph 8(c),  Licensor,  in addition to
any of its other rights, shall be paid the fee payable under paragraph 2 hereof,
with the net sales price equal to the price generally and customarily charged by
Licensee to non- affiliated parties.

     9. Records

     Licensee agrees to keep accurate books of account and records  covering all
transactions  relating  to the license  hereby  granted.  Licensor  and its duly
authorized  representatives  shall have the right at reasonable times to examine
said books of account and records,  including without limitation,  any available
computer printouts,  summaries and/or reports with respect to the Subject Matter
of this  Agreement,  and the  right at any  reasonable  time upon five (5) days'
prior notice to cause a complete audit to be made of Licensee's  entire business
with respect to the Subject Matter. Licensee shall promptly remit any deficiency
in fees  established by such audit.  If the audit  discloses that the actual net
sales or quantities of Licensed  Goods sold or  distributed  by Licensee  exceed
those  reported by Licensee by two percent (2%) or more,  Licensee shall pay the
cost of the audit  together  with the  deficiency in fees, if any. If such audit
discloses  that Licensee has overpaid the fees,  Licensee shall receive a credit
equal to the amount of such overpayment.

                                      -6-


<PAGE>
     10. Termination

     Licensor shall have the right to terminate  this  Agreement  immediately in
any of the following events:

     (a) If Licensee  shall not have  commenced the  manufacture,  marketing and
sale of the Licensed Goods in a substantial manner by November 1, 1998;

     (b) If Licensee shall  substantially  suspend the  manufacture,  marketing,
sale or  distribution  of any of the Licensed  Goods for a period of ninety (90)
days;

     (c) If Licensee  shall fail to perform any  condition or covenant  provided
for in the  Agreement,  other than the payment of money,  but including  without
limitation the rendering of  accountings,  within thirty (30) days after written
notice of such failure;

     (d) If Licensee shall fail to make any payment due Licensor under paragraph
2 hereof within five (5) days after written demand for such payment by Licensor;

     (e) If Licensee  during the term of this  Agreement  becomes  insolvent  by
reason of inability to pay its debts as they mature, or makes any assignment for
the  benefit  of  creditors,  or files  any  petition  under any  bankruptcy  or
insolvency act,  whether state or federal,  or is adjudicated a bankrupt,  or an
insolvency  proceeding  is  instituted  against  Licensee,  or any  receiver  is
appointed for Licensee's  business or property,  or any trustee in bankruptcy is
appointed for Licensee;

     (f) If any  attachment,  execution  or  other  form of  sequestration  of a
substantial  asset  or  assets  of  Licensee  is  levied  and is not  bonded  or
discharged within ten (10) days after such levy becomes effective.

     11. Procedure on Termination or expiration

     Upon the termination or expiration of this Agreement,  Licensee may dispose
of any Licensed  Goods then on hand,  but only in conformity  with the following
express conditions:

     (a)  Licensee  shall  deliver to Licensor a complete  inventory of Licensed
Goods on hand not later than thirty (30) days  following the  effective  date of
expiration or service of the notice of termination, whichever occurs first.

     (b) Licensee shall not cause any further  Licensed Goods to be manufactured
after termination or service of a notice of termination, whichever occurs first.

     (c) The Licensed  Goods  specified in the  inventory  furnished to Licensor
pursuant to the  provisions of paragraph  11(a) hereof may be sold only during a
period of one-hundred

                                      -7-


<PAGE>
  twenty (120) days after the effective date of expiration or  termination,  and
upon  expiration of such 120-day period,  at the option of Licensor,  either all
remaining  Licensed Goods shall be promptly  delivered to Licensor at Licensee's
expense or the Subject Matter shall be completely  removed and obliterated  from
such remaining Licensed Goods.

     (d)  License  fees will be paid  pursuant to  paragraph 2 hereof,  for each
Licensed Good manufactured, sold or distributed by Licensee.

     12. Effect of Termination or Expiration

     (a) Upon and after the expiration or termination of this Agreement, (i) all
rights granted to Licensee  hereunder  shall forthwith  revert to Licensor,  and
(ii)  Licensee  shall  refrain  from  further use of the  Subject  Matter or any
further reference to the Subject Matter,  direct or indirect, in connection with
the manufacture, sale or distribution of Licensee's products, except as provided
in paragraph 11 hereof.

     (b) In the event that  Licensor  shall be  required by reason of any breach
hereof  by  Licensee  to resort  to  litigation  to  enforce  any of its  rights
hereunder,  the  prevailing  party shall be entitled to recover all of its costs
and expenses.  including reasonable attorneys' fees, incurred in connection with
such litigation.

     (c)  Notwithstanding  the  expiration  or  termination  of this  Agreement,
Licensee  hereby  agrees to continue to pay fees and all other  amounts owing to
Licensor,  and to deliver  statements  and reports to Licensor,  as specified in
paragraph 2 and  Schedule "E" hereof,  in respect of all Licensed  Goods sold or
distributed  during the term of this  Agreement  and all Licensed  Goods sold or
distributed  after the  termination of this  Agreement  pursuant to paragraph 11
hereof, including without limitation continuing submission of royalty reports to
Licensor  substantially  in the form of Schedule "H" attached  hereto and made a
part hereof.

     13. Renewal

     Licensee  shall have no right of renewal other than as provided in Schedule
"G" attached hereto and made a part hereof.

     14. Force Majeure

     In the event that  either  party  hereto is delayed  or  hindered  from the
performance  of any act  required  hereunder  by  reason  of  strike,  lockouts,
prohibitive governmental laws or regulation, riots, insurrections,  war or other
reasons of a like nature beyond the control of such party,  then  performance of
such acts shall be excused for the period of the delay and the period

                                      -8-


<PAGE>
of the performance of any such acts shall be extended for a period equivalent to
the  period  of such  delay but in no event  shall  said  performance  period be
extended more than one hundred twenty (120) days. The provisions of this section
shall not,  however,  operate to excuse  Licensee from payment of any fees which
are owing under this Agreement.

     15. Notices

     All  notices  and  statements  to be  given,  and all  payments  to be made
hereunder,  shall be given or made to the parties  hereto at the  addresses  set
forth below the signatures of the parties, or at any other address designated by
either party in writing to the other, and shall be delivered by hand,  telegram,
facsimile transmission, or registered or certified mail, postage prepaid, return
receipt  requested.  Unless otherwise  specified in this Agreement,  the date of
mailing to said  addresses  shall be deemed the date any notice or  statement is
given.

     16. No Joint Venture

     Nothing herein shall be construed to place the parties in the  relationship
of partners or joint venturers,  and Licensee shall have no power to obligate or
bind Licensor in any manner whatsoever.

     17. No Assignment or Sublicense

     This  Agreement is personal to Licensee and neither this  Agreement nor any
of the rights or duties  hereunder may be assigned,  mortgaged,  sublicensed  or
otherwise encumbered by Licensee or by operation of law.

     18. Construction

     This Agreement constitutes the entire Agreement between the parties and all
prior  negotiations,  understandings and commitments are superseded hereby. This
Agreement may be amended or modified  only by an instrument in writing  executed
by both of the parties. This Agreement shall be construed in accordance with the
laws of the State of California.

     19. Disputes: Arbitration

     Except as provided in paragraph 19(e) hereof, all controversies, claims and
disputes  arising in connection  with this Agreement  shall be settled by mutual
consultation  between the parties in good faith as  promptly  as  possible,  but
failing an amicable  settlement shall be settled finally by binding  arbitration
in accordance with the provisions of this paragraph 19. Such  arbitration  shall
be  conducted  in  Irvine,   California,   in  accordance  with  the  commercial
arbitration

                                      -9-


<PAGE>
  rules of the American Arbitration Association;  provided document requests and
depositions shall be permitted.

     (a)  Exclusivity.  The parties hereby agree that the arbitration  procedure
provided for herein shall be the sole and exclusive  method of resolving any and
all controversies, claims or disputes arising hereunder.

     (b) Decision by  Arbitrators.  Licensor  and Licensee  shall each select an
arbitrator  to resolve  any dispute  hereunder,  and the two  arbitrators  shall
select a third arbitrator. The three arbitrators shall make a final decision and
award according to the terms and provision of this Agreement and applicable law.
The decision shall set forth findings of fact and  conclusions of law upon which
the award 5 based.  The  arbitrators may select counsel to provide advice in the
preparation of such findings and conclusions, and on any point of law arising in
the  course  of  arbitration.  The  decision  of any two (2)  arbitrators  shall
constitute a final decision and award hereunder.  Judgment upon the award may be
entered in any court which has jurisdiction  over such matter in accordance with
the provisions of paragraph 19(d) hereof.

     (c)  Costs  and  Expenses.  The  costs  and  expenses  of the  arbitration,
including without  limitation  attorney's fees, shall be borne by the parties in
the manner  determined by the  arbitrators;  provided,  however,  the prevailing
party shall be entitled to  reimbursement  of its costs and expenses,  including
without limitation attorneys' fees. 

     (d)  Judicial  Action.   Legal  action  for  entry  of  judgment  upon  any
arbitration award, or adjudication of any controversy,  claim or dispute arising
from an alleged breach of paragraphs  19(a) through 19(c) hereof,  or any action
for injunctive relief pursuant to paragraph 19(e) hereof,  may be heard or tried
only in the courts of Orange  County,  California.  Each party hereby waives any
defense of lack of in  personam  jurisdiction  of said  courts  and agrees  that
service of  process  in such  action may be made upon each of them by mailing it
certified or registered mail,  return receipt  requested,  to the other party at
the address  provided for in paragraph 19 hereof.  Each party hereby  submits to
the  jurisdiction  of the courts so  designated,  to the  exclusion of any other
courts which might have had  jurisdiction  apart from this  paragraph  19(d) and
agrees  that  the  prevailing  party  shall  be  entitled  to  recover  from the
non-prevailing   party  reasonable   expenses,   including  without   limitation
attorneys' fees.

     (e) Injunctive Relief. Notwithstanding anything herein to the contrary, the
parties hereby agree that any infringement or improper use of the Subject Matter
by Licensee, or any breach -----------------

                                     - 10 -


<PAGE>
of the  Agreement  by  Licensee  with regard to the  Subject  Matter,  including
without  limitation a breach under paragraph 4 hereof,  will result in immediate
irreparable harm to Licensor.  Therefore, in the event of any such infringement,
improper  use or breach,  Licensor  shall be entitled to  immediately  apply for
injunctive  relief in the courts of Orange  County,  California,  as provided in
paragraph 19(d) hereof.

                                     - 11 -


<PAGE>
     IN WITNESS WHEREOF,  the parties have executed this Agreement as of the day
and year first set forth above.


LICENSOR:

KAWASAKI MOTORS CORP. U.S.A.
A Delaware Corporation

By:                      Date: 10\14\97
Barry Beehler, Vice President
9950 Jeronimo Road
Irvine, California 92618-2084
Tel: 714-770-0400
Fax: 714-460-5628

LICENSEE:

BREAKING WAVES, INC.
A New York corporation

By:                      Date: 9\12\97

Malcom Becker, Vice President
112 West 34th Street
New York, New York 10120
Tel: 212-967-8303
Fax: 212-967-8372

                                     - 12 -


<PAGE>

                                  SCHEDULE "A"

     The Subject Matter: Licensor's trademark KAWASAKI(R),  "K", JET SKI(R), and
any additional or modified  trademarks  and logotypes  pertaining  thereto,  and
registrations thereon.


                                  SCHEDULE "B"

     The Licensed Goods: Boys and Girls swimwear and cover-ups,  sizes 2 through
20, bearing the Subject Matter (as defined and described in Schedule "A").


                                  SCHEDULE "C"

     The Territory: United States of America and its Possessions.


                                  SCHEDULE "D"

     The term of this Agreement and the license hereby granted shall commence as
of July 1, 1997 and shall continue through and including May31, 1999.


                                  SCHEDULE "E'

     The fees for the use of the Subject  Matter  shall be five  percent (5%) of
the net sales price of each of the Licensed  Goods sold by Licensee  and, in the
case of Licensed Goods distributed by Licensee free of charge in connection with
the promotion of the Licensed Goods, five percent (5%) of the product of (a) the
number of Licensed Goods of each type so distributed  and (b) the unit price for
each such Licensed Goods usually charged to Licensee's customers.  The term "net
sales once" shall mean Licensee's  gross receipts from sales,  less only credits
actually  granted to  customers  and  excluding  any  consideration  received in
connection with the delivery for purposes of resale of any of the Licensed Goods
to any subsidiary,  parent or affiliate of Licensee.  Reference in this schedule
to "Licensee" shall be deemed to include subsidiaries, parents and affiliates of
Licensee.

     In the event the royalty  payment is not  received  by  Licensor  when due,
Licensee  agrees to pay  Licensor  interest  charges  at an  annual  rate of ten
percent (10%).  Such interest shall be calculated  from the date the payment was
due until actually received by Licensor.

                                     - 13 -


<PAGE>
                                  SCHEDULE "F"

     The amount of  coverage  of  insurance  to be obtained  and  maintained  by
Licensee shall be (i) bodily injury liability  insurance with coverage limits of
not less than  $1,000,000  per person and  $1,000,000  per  occurrence  and (ii)
property  damage  liability  insurance  with a  coverage  limit of not less than
$1,000,000 per accident or occurrence.


                                  SCHEDULE "G"

     Licensee  shall have the option to renew this Agreement for a period of one
(1) years  (hereinafter  "Renewal Term") said option being exercisable only upon
six (6) months prior written  notice to Licensor;  however,  Licensor shall have
the right to terminate this  Agreement,  notwithstanding  the timely exercise of
said option by Licensee,  by giving  notice in writing to Licensee  prior to the
beginning of any renewal period, if Licensee has not fulfilled all the terms and
conditions of the License Agreement.


                                  SCHEDULE "H"


     Sample royalty report: See attached exemplar.

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