EXHIBIT 10.10

THIS AGREEMENT is made the 12th day of May, 2005.


BETWEEN
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(1)   BRAVADO  INTERNATIONAL GROUP MERCHANDISING  SERVICES,  INC. of 330 Seventh
      Avenue, 2nd Floor, New York, NY 10001 USA ("the Licensor"); and

(2)   COLLECTIBLE CONCEPTS GROUP, INC. of 1600 Lower State Road, Doylestown,  PA
      18901, USA ("Licensee").


WHEREAS:

(A)   The  Licensor is the duly  authorized  licensee  of certain  merchandising
      rights  relating to the ARENA  FOOTBALL  LEAGUE and its  respective  teams
      ("AFL").

(B)   The  Licensor  and the  Licensee  have agreed that the  Licensee  shall be
      granted   certain  rights  to  manufacture  and  sell  certain  goods  and
      merchandise  incorporating,  inter alia the name(s) and/or likeness(es) of
      the  League  for the  consideration  and upon  the  terms  and  conditions
      hereinafter set forth.

(C)   Words  defined in paragraph  14 below shall have the meanings  ascribed to
      them therein.


NOW IT IS HEREBY AGREED as follows:

1.    RIGHTS

      (a)   The Licensor  hereby grants to the Licensee and the Licensee  hereby
            accepts the non-exclusive  right in the Territory during the Term to
            embody the  Property  on the Goods and to sell the  Products to bona
            fide  third  party  arms  length  wholesale  and  retail  outlets in
            accordance with the terms hereof.

      (b)   All rights not  expressly  licensed to the  Licensee  hereunder  are
            expressly reserved by the Licensor.

      (c)   The Licensee acknowledges and agrees that there is valuable goodwill
            associated  with the  Property and that the Property has a secondary
            meaning in the mind of the public. The Licensee further acknowledges
            and agrees  that the  Property  (including  all rights  therein  and
            goodwill  associated  therewith)  shall be and remain insofar as the
            Licensee is concerned  the exclusive  sole and complete  property of
            the  Licensor  and its  designees.  The  Licensee  shall not use nor
            authorize  nor permit the use of the  Property  in any manner at any
            time nor at any  place  not  specifically  licensed  herein  and all
            rights  and  interests  of  whatsoever  nature  with  respect to the
            Property and the Products which are not specifically  granted to the
            Licensee  herein  shall  be and  are  specifically  reserved  to the
            Licensor and/or its designees without limitation. The

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            Licensee  shall  exercise the rights  granted  under this  agreement
            strictly in accordance with the terms, conditions,  restrictions and
            limitations  contained herein. The Licensee  acknowledges and agrees
            that its use of the  Property  shall not  create  in the  Licensee's
            favor any right,  title or interest and that all uses of and sale by
            the  Licensee  shall  inure to the  benefit of the  Licensor.  It is
            agreed  that all  accounting  and  payments  required  herein  shall
            survive and continue beyond the expiration or earlier termination of
            this agreement.  Wherever the obligations of the Licensee  hereunder
            are  expressed to be subject to a limit of time,  it shall be deemed
            that time shall be of the essence of this agreement.

2.    ADVANCES/ROYALTIES/ACCOUNTING

      (a)   The Licensee  shall pay the First Advance of Ten Thousand US Dollars
            (US $1 0,000) to the Licensor upon execution of this agreement.

      (b)   The Licensee  shall pay  royalties to the Licensor in the manner set
            out in sub~ paragraph 2(c) below.  The royalties shall be payable at
            the  Royalty  Rate  on the  gross  selling  price  of  the  Products
            exclusive of Sales Tax of each individual Product sold hereunder.

      (c)   Within thirty (30) days after the close of each calendar  quarter in
            any calendar year during the Term and within thirty (30) days of the
            end of the Sell-off  Period (if any) the Licensee  shall send to the
            Licensor a complete, accurate and detailed statement, broken down by
            country of sale, setting forth the quantity and the gross sale price
            of each of the Products sold (including sales for export) during the
            preceding  calendar  quarter and the computation of royalties due to
            the Licensor  pursuant to this  agreement.  Such statement  shall be
            accompanied  by payment of all  royalties  due to the Licensor  with
            respect of each applicable sale.  Acceptance by the Licensor of such
            payment  and  statement  for any  quarter  shall  not  preclude  the
            Licensor from  questioning  their  accuracy at any time  thereafter.
            Each  such  royalty  statement  shall be  certified  by a  principal
            officer of the Licensee as being true and accurate.  Royalties shall
            be paid in US Dollars.  The  royalties  payable in another  currency
            shall be  converted  into US Dollars at the  mid-rate  listed in the
            Wall Street  Journal on the last date of the quarter with respect to
            which the statement is rendered.

      (d)   All sums  payable  hereunder  by Licensee to Licensor  shall be made
            without  deduction or set off or  withholding.  If a withholding  is
            required by law the Licensee shall either:

            (i)   make such withholding; and

            (ii)  account for the amount withheld to the relevant authority; and

            (iii) provide to the Licensor the relevant tax deduction certificate
                  in the Licensor's name; or


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            (iv)  pay to Licensor  such amount,  as will after  deduction of any
                  withholding,  be equal to the  amount  that  would  have  been
                  received if no deduction had been made.

      (e)   All sums payable  hereunder  are  exclusive of Sales Tax which shall
            (if  applicable)  be paid promptly on receipt of a Sales Tax invoice
            therefor.

      (f)   If the Licensee  fails to make any payment by the due date  (without
            prejudice to the provisions of paragraph 8 below), interest shall be
            payable on the outstanding amount at a rate off our percent (4%) per
            annum above the Citibank N.A.  Prime rate from time to time from the
            date payment  should have been made or eight percent (8%) per annum,
            whichever is higher, until payment is actually made.

3. WARRANTIES

      The Licensee warrants and represents and undertakes as follows:-

      (i)   The Licensee is free to enter into and fully perform this agreement;

      (ii)  all ideas, creations,  designs,  materials and intellectual property
            furnished by the Licensee in  connection  with the Products  will be
            the  Licensee's  own and  original  creation or  material  which the
            Licensee is fully  licensed to use (except for matters in the public
            domain)  and  all  rights  therein  shall  be  owned  in full by the
            Licensor  and  shall be  licensed  to the  Licensee  solely  for the
            purposes contemplated by this agreement;

      (iii) the Products and their manufacture, advertisement,  distribution and
            sale will not infringe upon or violate any rights of any party;

      (iv)  the Products  will be of a high  standard in style,  appearance  and
            quality; will conform with approved samples approved by the Licensor
            pursuant to paragraph 4 below; will be safe for use by consumers and
            will  comply with all  applicable  governmental  rules,  guidelines,
            safety codes and regulations;


      (v)   the Products will be manufactured,  advertised, distributed and sold
            in accordance  with all  applicable  local laws and in a manner that
            will not reflect  adversely on the  Licensor,  the AFL or any others
            with whom the Licensor has contractual  arrangements with respect to
            the Property;

      (vi)  the Licensee will not manufacture, advertise, distribute or sell and
            will  not  authorize  the  manufacture,  advertising  or sale of the
            Products in any manner at any time or in any place not  specifically
            licensed hereunder;

      (vii) The Licensee will insure that the Products are on sale to the public
            throughout  the Territory by the Marketing  Date.  The Licensee will
            also insure that all  Products  are timely  delivered  to all of its
            customers throughout the Term. The Licensee will use


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            its best  efforts to promote and  maximize  sales and sales  revenue
            relating to the Products in the Territory;

      (viii) The  Licensee  will not at any time do or suffer to be done any act
            or thing or fail to perform any act that might  impair or affect the
            Property and/or the Licensor's  rights and interests in the Property
            and/or the reputation of the AFL;

      (ix)  The Licensee will pay (and hereby  indemnifies the Licensor from any
            liability to pay) all sums due to any third parties arising from the
            sale, advertising or other exploitation of the Products;

      (x)   Unless the  Licensee  shall  obtain  the  Licensor's  prior  written
            consent  thereto which may be withheld for any reason,  the Licensee
            shall not  distribute or sell any of the Products at prices that are
            less than the Minimum Price.  All transactions in which the Licensee
            shall engage relating to the sale of the Products hereunder shall be
            "arms length" transactions to bona fide customers;

      (xi)  The  Licensee  will  not  make  any of  the  Products  available  as
            premiums,  commercial tie-ins and/or special offers connected to the
            purchase of any item nor package any Product with any other  product
            without the prior written consent of the Licensor.

4. PRODUCT APPROVAL

      (a)   It is of the essence of this agreement that the Licensee  obtain the
            Licensor's  prior  written  approval  of each and every  item of the
            Products (including, without limitation, the form and content of all
            advertising and promotional  material in which the Property  appears
            for use at trade  shows  and in the  press,  magazines,  television,
            radio, billboard,  on-line and cinema advertisements or in any other
            way)  which  the  Licensee  desires  to  exploit  pursuant  to  this
            agreement.  Licensee  acknowledges  that  Licensor  cannot issue any
            approvals  hereunder  without the Licensor first receiving the AFL's
            approval.  In this regard the Licensee  shall submit to the Licensor
            at no  cost  or  expense  to the  Licensor  (whether  recoupable  or
            otherwise) for the Licensor's approval:

            (i)   a description of the concept,  including  full  information on
                  the nature and  function  of the  proposed  item and a general
                  description  of how the  Property and other  material  will be
                  used on them;

            (ii)  complete layouts and descriptions of the proposed Products and
                  promotional  and packaging  material  showing  exactly how and
                  where the Property and other artwork and wording will be used;

            (iii) pre-production  models or  prototype  samples of the  proposed
                  Products and promotional and packaging material;

            (iv)  proposed timetabling for the Products in the market; and


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            (v)   not less than ten (1 0) actual non-royalty  bearing production
                  samples of the proposed products and promotional and packaging
                  material.

            (b)   Unless and until the  Licensee  shall  receive the  Licensor's
                  written approval of such samples of the Products, the Licensee
                  shall   not   proceed   to   manufacture   (other   than   for
                  pre-production purposes),  distribute or exhibit the same. The
                  Products so manufactured and distributed  shall be of the same
                  quality and content as the samples approved by the Licensor as
                  aforesaid  and  shall  be   manufactured  in  accordance  with
                  specifications  approved by the Licensor.  Promptly  following
                  the initial  manufacturing  run of each of the  Products,  the
                  Licensee  shall  furnish the Licensor at no cost or expense to
                  the Licensor  (whether  recoupable or  otherwise)  with twenty
                  four (24)  further  items of the  Products.  The  Licensor may
                  purchase  from the Licensee  each Product for  non-competitive
                  reasons at  Licensee's  cost price plus ten percent (1 0%). At
                  the  Licensor's  request and at the  Licensee's  sole cost and
                  expense,  the  Licensee  shall  submit  random  samples of the
                  Products to the Licensor for  inspection.  Additionally at the
                  Licenser's  request,   the  Licensee  shall  arrange  for  the
                  Licensor's  representative  to  enter  the  Licensee's  or its
                  manufacturer's  premises  for the  purpose of  inspecting  the
                  Products.  In the event that the Licensor shall determine that
                  any of the  Products  at any time  falls  below the  aforesaid
                  standard of quality and  content,  the same shall be destroyed
                  at the Licensee's sole cost and expense in the presence of the
                  Licensor's  representative  or  shall  be  delivered,  at  the
                  Licensee's  sole  cost and  expense,  to the  Licensor  or its
                  designee  for   destruction.   All  Products  shall  bear  the
                  "Official  Merchandise"  mark  in the  form  specified  by the
                  Licensor.

      (c)   Without  limiting the  provisions  of  sub-paragraphs  4(a) and 4(b)
            above, all of the Products and containers and packaging therefor and
            all advertising and promotional  materials  relating to the Products
            shall be subject to the Licensor's  prior written approval and shall
            be of the highest Standards insofar as style, appearance and quality
            is concerned.

5. INTELLECTUAL PROPERTY

      The Licensee shall print stamp or mold such notices of trademark,  service
      mark and  copyright  in the form  specified by the Licensor on each of the
      Products and each package or each container  used in connection  therewith
      and  all  advertisements   pertaining  thereto.  The  Licensee  shall  not
      manufacture  any Products  without first  receiving  from the Licensor the
      relevant  notice of  trademark,  service mark and/or  copyright  which the
      Licensor  shall  require to be  printed,  stamped or molded on each of the
      Products and packaging and containers therefor.  The Licensee shall comply
      with Licensor's  instructions  with respect to position and letter size of
      the aforesaid notice of trademark,  service mark or copyright.  No Product
      upon which the aforesaid notice of trademark, service mark or copyright is
      printed  stamped  or  molded  shall  contain  any other  copyright  notice
      whatsoever. The Licensee shall not use any trademark or service mark other
      than the Property in connection  with the Products  without the Licensor's
      prior written  approval.  The Licensee  shall not use any such  trademark,
      service mark or copyright other than on the Products and the packaging and
      containers  used in  connection  therewith and  advertisements  pertaining
      thereto.

6. PRODUCT PROTECTION

       The  Licensee  shall  obtain on behalf of  itself  and the  Licensor  all
       protection  as may be reasonable  with respect to the Products.  Licensee
       hereby  assigns to Licensor the right to commence all  appropriate  legal
       proceedings  in Licensor's  and/or  Licensee's  name(s) as Licensor shall
       determine.  The Licensee shall not commence any proceedings  with respect
       to the rights  granted  herein  without the prior written  consent of the
       Licensor.  The Licensee shall promptly  notify the Licensor in writing of
       any infringements,  suspected  infringements,  passing off, imitations or
       other  interferences  with the Licensor's rights in the Property by third
       parties and shall fully assist the Licensor in any proceedings concerning
       the  Products.  Any  sums  recovered  as a  result  of  any  judgment  or
       settlement of any claim  pertaining to infringement of the Products shall
       belong to the Licensor.

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7. RESTRICTION ON SALES

      (a)   Outside  the course of normal  business  and  without the AFL or its
            representative  team's  approval,  the  Licensee  shall not have the
            right to  distribute or sell the Products and shall not authorize or
            permit  any of  the  Licensee's  customers  or any  other  party  to
            distribute  or sell the  Products on or about the premises of any of
            the AFL's live personal engagements. The Licensee shall not have the
            right to augment or expand any of the rights granted to the Licensee
            under this  agreement or authorize or permit any of its customers or
            any  other  party so to do.  Without  limitation  to the  foregoing,
            neither  the  Licensee  nor any other  party shall have the right to
            incorporate  or embody  the  Property  or the  Products  or any part
            thereof into any other product or service.

       (b)  In accordance  with the  foregoing,  the Licensee shall use its best
            efforts  to  include  in all  of its  agreements  with  each  of the
            Licensee's  customers  provisions  identical to the  provisions  set
            forth in  sub-paragraph  7(a) above and the Licensee  shall  require
            that each of its  customers  also include such  provisions  in their
            agreements with their respective  customers.  The Licensee shall, at
            the Licensee's  sole cost and expense,  take all actions and require
            its  customers  to  take  all  actions  necessary  to  enforce  such
            provision.  Upon the Licensor's request the Licensee shall forthwith
            furnish to the Licensor copies of all the Licensee's said agreements
            with  its  customers  and  their  respective  customers  so that the
            Licensor can verify that the said  provisions  have been included in
            each such  agreement.  The parties hereto agree that a breach by the
            Licensee of the  provisions  of this  paragraph 7 will  constitute a
            material breach of this agreement.

8. TERMINATION

       (a)  Upon  the  occurrence  of  any  of  the  following  events,  without
            prejudice to any other rights which it may have,  the Licensor shall
            have the right to terminate this agreement  (subject to the relevant
            notice  being  given in the  case of  termination  under  paragraphs
            8(a)(i) and 8(a)(ii) below) and/or to delete from this agreement any
            elements  of the  Property  or any  Products  and/or to require  the
            immediate  payment of any Advance and royalties due or to become due
            under this agreement:

            (i)   the  Licensee  fails  to  make  any  payment  or  furnish  any
                  statement in accordance  with this  agreement  within five (5)
                  business days after written notice requiring it to do so;

            (ii)  the  Licensee  fails to comply with any other of its  material
                  obligations under this agreement or breaches any warranty made
                  by it under this agreement  including,  without limitation to,
                  if the  Licensee  sells,  distributes  and/or  advertises  the
                  Products  without  having  obtained  the  Licensor's   written
                  approval pursuant to paragraph 4 above.

            (iii) without  the  prior  written  consent  of  the  Licensor,  the
                  Licensee  sells or otherwise  disposes of all or a substantial
                  part of its business or assets to a third party,  or direct or
                  indirect  control of the  Licensee is  transferred  to a third
                  party;

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            (iv)  the Licensee  ceases or notifies the Licensor of its intention
                  to cease to carry on business;

            (v)   the Licensee challenges the validity of any of the Property or
                  the Licensor's rights in the Property.

            (b)   This  agreement   shall   terminate   automatically,   without
                  prejudice  to any rights the  Licensor  may have,  if: (i) the
                  Licensee  files a bankruptcy  petition  pursuant to the United
                  States  Bankruptcy  Code;  (ii) if Licensee  has a  bankruptcy
                  proceeding  commenced against it pursuant to the United States
                  Bankruptcy  Code  and if  said  bankruptcy  proceeding  is not
                  dismissed within thirty (30) days after it is commenced; (iii)
                  ii  Licensor  effects  an  assignment  for the  benefit of its
                  creditors;  and/or (iv) if Licensee  becomes unable to pay its
                  debts in the ordinary course of business.


9. EFFECT OF EXPIRATION OR TERMINATION

            (a)   Upon  expiration  of the Term or earlier  termination  of this
                  agreement;

            (i)   all rights granted to the Licensee shall  forthwith  revert to
                  the Licensor;

            (ii)  Royalties  shall be payable in  accordance  with  paragraph  2
                  above and all other payments accrued shall immediately  become
                  due and payable to the Licensor;


      (iii) the Licensee shall deliver to the Licensor within seven (7) business
            days a  statement  indicating  the  number  and  description  of the
            Products  in  stock  or in the  process  of  manufacture  as at such
            expiration of the Term or earlier termination of this agreement. The
            Licensor may, upon reasonable prior notice,  require the Licensee to
            conduct a physical  inventory in the presence of the Licensor's duly
            authorized  representative  in order to  ascertain  or  verify  such
            statement;

      (iv)  the Licensee shall cease the  manufacture and marketing and (subject
            to any right of  sell-off  pursuant  to  paragraph  9(b)  below) the
            distribution and sale of the Products;

      (v)   the Licensee shall deliver to the Licensor all  creations,  designs,
            materials and intellectual  property created or licensed by Licensee
            pursuant to  paragraph  3(u) above or provided to it by the Licensor
            or the AFL;

      (vi)  all  warranties and  indemnification  obligations of the parties and
            all provisions  which  expressly or by  implication  are intended to
            apply  after  expiration  or  termination  of this  agreement  shall
            continue to apply;

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      (vii) any  termination  hereunder  will  be  without  prejudice  to any of
            Licensor's rights or remedies.

      (b)   Only if the Term has expired  due to the  passage of time,  then the
            Licensee shall have the  non-exclusive  right for a period of ninety
            (90) days following the  expiration of the Term (herein  referred to
            as "the  Sell Off  Period")  to sell  the  Licensee's  inventory  of
            Products  existing as of the date of such  expiration  PROVIDED THAT
            such  sales  may be made by the  Licensee  only  at  full  price  to
            recognized  wholesale and retail  outlets  unless the Licensor shall
            otherwise  consent in writing.  The Licensee  shall not in any event
            have  the  right  to  manufacture  any of  the  Products  either  in
            anticipation  of the  expiration  of the Term or during the Sell Off
            Period.  Within seven (7) business days  following the expiration of
            the Term,  the Licensee  shall  furnish the Licensor with a detailed
            written  statement  as to the  inventory  of the  Products as of the
            expiration of the Term.  Notwithstanding  the foregoing the Licensor
            shall have the right to terminate  the  Licensee's  aforesaid  "sell
            oft"  rights  with  respect  10 any or all of the  Products  (as the
            Licensor may elect) by so notifying the Licensee and purchasing from
            the  Licensee  at the  Licensee's  actual  out  of  pocket  cost  of
            manufacture such of the Products as the Licensor desire The Licensee
            shall be  required to render  statements  and pay  royalties  to the
            Licensor  in  accordance  with  the  terms  and  conditions  of this
            agreement  for all sales of the Products  during the Sell Off Period
            in accordance with paragraph 2 above.

      (c)   Within seven (7) business days  following the expiration of the Term
            or earlier  termination of this agreement or the end of the Sell Off
            Period (as applicable), the Licensee shall furnish the Licenser with
            a further detailed written  statement as to the inventory of each of
            the Products as of the expiration of the Term or earlier termination
            of this agreement or the end of the Sell Off Period (as  applicable)
            and the Licensor shall at its election either:

            (i)   purchase  all or part of such  inventory  or any or all of the
                  Products  at the  Licensee's  actual  out of  pocket  cost  of
                  manufacture plus ten percent (10%) therefor; or

            (ii)  require the Licensee to destroy such remaining  inventory in a
                  manner  satisfactory  to the  Licensor in the  presence of the
                  Licensor's  representative and/or provide the Licensor with an
                  affidavit  of  such  destruction   sworn  to  by  one  of  the
                  Licensee's principal officers;

            (iii) in the event that the  Licensor  elects to purchase any or all
                  of such inventory  pursuant to paragraph  9(c)(i)  above,  the
                  Licensee  shall promptly ship all such items at the Licensee's
                  expense to the  Licenser  or its  designee  or shall make them
                  available at the Licensor's place of business for the Licensor
                  or its designee to take possession thereof

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       (d)  The Licensee shall not during the six (6) month period preceding the
            date on which the Term is due to expire manufacture excess Products.

10.   INDEMNITY

       The Licensee does hereby indemnify and hold harmless the Licensor and any
       of its officers,  directors,  employees and associated  companies and the
       individual  members  of the AFL  from  and  against  any and all  claims,
       damages, loss,  liabilities,  costs and expenses (including attorney fees
       and cost) arising out of or in any manner  connected  with this agreement
       or the use or possession of the Property or any of the Products.


11. PRODUCT LIABILITY INSURANCE

       The Licensee  shall  maintain at its own expense in full force and effect
       at all  times  during  the Term and for two (2) years  thereafter  with a
       reputable  insurer an insurance policy for single limit product liability
       with respect to the Products in a form  acceptable to the Licensor naming
       the Licensor and the AFL (and any other individuals and entities that the
       Licenser may from time to time designate) as named parties  insured.  The
       amount of insurance coverage shall be no less than Two Million US dollars
       (US$2,000,000)  for each single  occurrence and no less than Five Million
       US dollars  (US$5,000,000)  in the aggregate.  The Licensee shall furnish
       the Licensor with a copy of the  certificates  of insurance  establishing
       such  coverage  prior  to  manufacture  or  distribution  of  any  of the
       Products. All modifications thereof and evidence of renewal thereof shall
       furnished to Licensor directly by the applicable  insurance company.  The
       policy will contain a provision confirming that the policy is primary and
       that the  liability  of the  insurers  will not be  affected by any other
       insurance of which the Licensor or the Licensee have the benefit so as to
       reduce the amount payable under the policy.

12.    AUDIT

       During  the Term and for a period  of three  (3)  years  thereafter,  the
       Licensee  shall keep and maintain,  at its  principal  place of business,
       true,  detailed and accurate books and records  together with  supporting
       bills,  invoices  and  vouchers of any and all  transactions  (including,
       without limitation to, the manufacture,  shipping,  distribution and sale
       of each of the Products  and  packaging or  containers  therefore)  which
       relate to or affect this agreement the Products or any provisions hereof.
       The said books and records with supporting  documentation and other items
       shall be open to audit, examination,  inspection,  the making of extracts
       and the taking of copies thereof by the Licenser or its representative(s)
       during  regular  business  hours upon no more that five (5) business days
       notice.  Such audit and/or examination shall be carried out not more than
       twice in any calendar  year. In the event that any such  examination  and
       inspection shall indicate that the Licensee shall have made errors to the
       detriment of the Licensor,  then the Licensee shall  forthwith pay to the
       Licensor the amount of the relevant  discrepancy and if such error to the
       detriment of the Licensor shall be in excess of five per cent (5%) of the
       royalties  earned by the  Licensor  during  the  periods  for which  such
       examination  and  inspection  relates,  then the Licensee shall be solely
       responsible   for  and  shall  pay  the  costs  of  such  inspection  and
       examination.  The Licensee  will pay the Licensor  interest on such under
       payment  and all late  payments  at the rate of four  percent  (4%) above
       Citibank  N.A.'s  Prime  Rate from  time to time  from the date  payments
       should have been made or eight percent (8%),  whichever if higher,  until
       payment is actually  made.  The Licensee shall be obligated to obtain for
       the Licensor a similar right to inspect,  examine, make extracts and take
       copies of the books and  records of each of the  Licensee's  manufactures
       and sub-licensees.  Acceptance of any sum by or on behalf of the Licensor
       from the Licensee  shall not in any manner be  constructed as a wavier by
       the Licensor of any claim  pertaining to the validity of the  computation
       of such  payment  nor a  wavier  of any  breach  by the  Licensor  of any
       provision of this agreement.


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<PAGE>

13.    MISCELLANEOUS

       (a)  This  agreement  contains all the terms agreed  between the Licensee
            and Licensor and replaces all previous agreements written or oral on
            the subject matter of this agreement and may not be varied except in
            writing. No waiver by either Licensee or Licensor of a breach hereof
            or a default hereunder shall be deemed a waiver by such party of any
            previous or subsequent breach whether of a like or similar nature or
            otherwise.

      (b)   any  clause,  sentence,  paragraph  or  part of  this  agreement  or
            application  thereof  shall  for any  reason be judged by a court of
            competent  jurisdiction  to be  invalid  for any  reason,  then such
            judgment  shall not affect the  remainder  of this  agreement  which
            shall continue in full force and effect.

(c)    The Licensee  shall,  during and after the  existence of this  agreement,
       keep all the terms of this agreement secret and confidential and will not
       disclose to any third party any  information  contained in this agreement
       or any information  concerning the business of affairs of the Licensor or
       of the AFL supplied to it or otherwise  obtained by the Licensee under or
       in connection with this agreement except where required by law.

(d)   This  agreement  shall not operate so as to create a partnership  or joint
      venture of any kind between the Licensee and the Licensor.

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<PAGE>

(e)   (i)   The  Licensee  will not  enter  into any  sub-license  agreement  in
            connection  with the Products  without the prior written  consent of
            the Licensor nor shall the Licensee enter into any agency  agreement
            or otherwise sub- contract or part with any of its obligations under
            this agreement without the prior written consent of the Licensor.

      (ii)  The Licensee may not assign, licence,  subcontract or otherwise part
            with its rights or  obligations  under this  agreement  without  the
            prior written consent of the Licenser.

      (f)   Any notice, consent,  approval or other communication required to be
            given to any party in  connection  with this  agreement  shall be in
            writing and shall be delivered by hand, e-mail,  facsimile,  mail or
            overnight  carrier to the address of such party herein set out or at
            such  changed  address  as shall for that  purpose  be  notified  in
            accordance  with the provisions  hereof to the other party and every
            such notice,  consent,  approval or other  communications shall have
            been duly  served on the day of  delivery  if sent by hand , e-mail,
            facsimile or overnight  carrier and if sent by mail service shall be
            deemed to have been made on the third business day after the date of
            mailing.  Copies of all notices of Licensor shall be  simultaneously
            sent  to Tom  Bennett,  Bravado  International  Group  Merchandising
            Service, Inc. at 330 Seventh Avenue, 2nd Floor, New York NY 10001.

      (g)   This  agreement and any  variations  or  amendments  hereto shall be
            governed  in  accordance   with  the  laws  and  procedures  of  the
            jurisdiction  of the  state of New York and the  parties  agreed  to
            submit to the  exclusive  jurisdiction  of the State and /or Federal
            Courts  of  New  York  in  connection  with  resolving  any  dispute
            regarding  the  Property,  the AFL and/or  this  agreement.  In this
            regard,  any process in any action or  proceeding  commenced  in the
            courts  of the  State  of New  York or the  Federal  Courts  therein
            arising  out  of ant  claim,  dispute  or  disagreement  under  this
            Agreement  may,  among other  methods,  be served  upon  Licensee by
            delivering or mailing the same,  via  registered or certified  mail,
            addressed to Licensee at the address  provided herein for notices to
            Licensee;  any such delivery or mail service shall be deemed to have
            the same force and effect as  personal  service  within the State of
            New  York.  The  parties  agree  that in the  event  that one  party
            commences  an action  against the other party,  then the  prevailing
            party in any such  action  shall  receive  its  attorneys'  fees and
            costs.


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<PAGE>

      (h)   All  headings  used in this  agreement  are  for  clarification  and
            reference purposes only.

      (i)   At the request of the  Licenser,  the  Licensee  agrees  promptly to
            provide to the  Licensee  such items of the  Products for touring or
            fan club purposes that the Licenser may require at Licensee's actual
            out of pocket cost of manufacture therefor.

      (j)   It is agreed that all accounting and payments  required herein shall
            survive and continue beyond the expiration or earlier termination of
            this agreement.

      (k)   Each  party  acknowledges  that  it has  obtained  legal  advice  in
            connection  with this agreement and agrees that no provision in this
            agreement shall be construed for or against any party hereto.

14.   DEFINITIONS

      In this  agreement the following  expressions  shall have the meanings set
      out against them:

      (a)   "AFL" -- shall mean Arena Football League and its respective teams.

      (b)   "First  Advance" -- shall mean Ten  Thousand US dollars (US $10,000)
            due upon full execution of the agreement

      (c)   "Marketing Date" -- shall mean on or before December 31, 2005.

      (d)   "Property" -- symbols,  emblems,  logos,  designs,  team name(s) and
            visual images or representations based on the AFL and its respective
            teams.

      (e)   "Products" -- shall mean the Goods embodying thereon the Property.

      (I)   "Royalty  Rate" -- shall  mean  Twelve  percent  (12%) of the  gross
            wholesale price.

      (g)   "Term" -- shall mean May 1, 2005 -- June 30, 2007.

      (h)   "Territory" - shall mean North America.

      (i)   "Goods"  -- shall mean the  following  products:  Scrolls,  Fanbana,
            Megaphone Cap.

      (j)   "Minimum  Price" -- shall mean:  Lowest category  wholesale  selling
            price.

      (k)   Special  Paragraphs  -- All  packaging and products must contain the
            appropriate legal line as supplied by Licensor and/or AFL.


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<PAGE>

AS WITNESS the hands of the duly authorized  representatives of the Licenser and
the Licensee the day and year first above written.

SIGNED by                                       )
for and on behalf of                            ) /s/ [name illegible]
BRAVADO INTERNATIONAL                           )
GROUP MERCHANDISING  SERVICES, INC.             )


SIGNED by                                       )
For and on behalf of                            )  /s/ PAUL S. LIPSCHUTZ
                                                   ---------------------
COLLECTIBLE CONCEPTS GROUP, INC.                )

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