EXHIBIT 10.11
                                    AMENDMENT
                                    ---------

Reference is made to the Retail Product License  Agreement  between  Collectible
Concepts Group  ("LICENSEE")  and NBA Properties,  Inc.  ("NBAP") dated March 4,
2005 (the  "Agreement")  Capitalized  terms not  defined  herein  shall have the
meanings ascribed to such terms in the Agreement.

A. LICENSEE and NBAP hereby agree to amend the Agreement as follows:

      1. The  Licensed  Product  description  contained  in  Paragraph  A of the
Agreement   shall  be  amended  to  also  authorize   LICENSEE  to  manufacture,
distribute,   advertise,   promote  and  sell  the   following   team-identified
("Additional Licensed Products")

      o     Foldsigns (R):    19"X13" folding plastic sign
                              16" diameter folding plastic sign
                              26"X7" wave folding plastic sign
      o     Fan bracelets
      o     Window scrolls with metal tension rods
      o     Door scrolls with metal tension rods

In addition, LICENSEE shall be authorized to manufacture, distribute, advertise,
promote and sell growth charts and fan bracelets featuring the Licensed Marks In
combination  with the  names,  nicknames,  photographs,  portraits,  likenesses,
signatures or other identifiable features  ("Attributes") of current NBA players
(on a group basis and to the extent  NBAP can convey  such rights in  accordance
with the  Group  License  Agreement  between  NBAP and the  National  Basketball
Players  Association  ("NBPA")  (or its  successor)  ("Player  Attributes"))  in
accordance  with the terms of the Agreement  (the  "Licensed  Attributes ). Such
Licensed  Products  are  hereinafter   referred  to  as  the   "Piayer4dentified
Products".  LICENSEE must develop, manufacture and offer for sale no less than a
total of thirty (30) different  players from thirty (30) different  Member Teams
in the  Player-Identified  Product line,  The Additional  Licensed  Products and
Player4dentified   Licensed   Products  shall  be   manufactured,   distributed,
advertised, promoted and sold under the "Collectible Concepts Group" label.

        2. With  respect to  Paragraph  D of the  Agreement,  the  royalty  rate
           applicable to the sale of Player4dentified  Products shall be sixteen
           percent (16%)

        3. Paragraph E of the  Agreement  shall be deleted in its  entirety  and
           replaced with the following

           "E. MINIMUM GUARANTEES: During the Term, LICENSEE guarantees that its
              aggregate  royalty payments to NBAP under this Agreement shall not
              be less than thirty4lve thousand dollars ($35,000)"
        4. Paragraph 8 of the  Agreement  shall be deleted in its  entirety  and
           replaced with the following:

<PAGE>

      "8.   INDEMNIFICATJONS; INSURANCE
      (a)   LICENSEE  shall be solely  responsible  for, and shall defend,  hold
            harmless and indemnify NBAP, NBA Media  Ventures,  LLC, the NBA, its
            Member Teams and the NBPA and their respective  affiliates,  owners,
            directors,  governors,  officers, employees and agents (collectively
            "NBA Parties") against,  any claims,  demands,  disputes  (including
            disputes  arising out of or in  connection  with the  Agreement  and
            between the parties hereto), causes of action or damages,  including
            attorneys'  fees  (collectively,   "Claims"),   arising  out  of  an
            allegation  relating to or referring  to: (i) any act or omission of
            LICENSEE, any Third Party Contributor (as defined in Paragraph 11(b)
            below) or any other entity acting on LICENSEE's  behalf  (whether or
            not approved by NBAP pursuant to this Agreement), (ii) any breach of
            this  Agreement  by  LICENSEE,  any  Third  Party  Contributor,  any
            Conventional  Retailer, any Permitted Internet Retailer or any other
            entity acting on LICENSEE's  behalf (whether or not approved by NBAP
            pursuant to this Agreement),  (iii) the  manufacture,  distribution,
            advertisement,  promotion,  sale,  possession or use of any Licensed
            Product  (including,  but not limited to, claims relating to (w) any
            defect (whether  obvious or hidden and whether or not present in any
            sample  approved by NBAP) in a Licensed  Product or in any packaging
            or  other  materials  (including  advertising  materials),  (x)  any
            alleged injuries to persons or property, (y) any infringement of any
            rights of any other  person or entity or (z) the alleged  failure by
            LICENSEE to comply with applicable laws,  regulations,  standards or
            the terms of the NBAP Code of Conduct,  as amended from time to time
            by NBAP (the "Code of  Conduct"),  attached  hereto as Exhibit A) or
            (iv) any claim that any Licensed  Product or element  thereof (other
            than a  Licensed  Mark  that  has  been  approved  for use by  NEAP)
            violates  or  infringes  upon  the  trademark,  copyright  or  other
            intellectual  property rights  (including  trade dress and rights of
            publicity and privacy) of a third party,  provided LICENSEE is given
            prompt  written notice of and shall have the option to undertake and
            conduct the defense of any such Claim.  In any instance to which the
            foregoing  indemnities pertain, NBAP shall cooperate with and assist
            LICENSEE  in  connection  with  any  such  defense.  LICENSEE  shall
            reimburse  NBAP  for all  reasonable  out-of-pocket  costs  actually
            incurred by NBAP in connection with such cooperation and assistance.
            In any instance to which such  indemnities  pertain,  LICENSEE shall
            keep NBAP fully advised of all developments pertaining to such Claim
            and  shall  not  enter  into a  settlement  of such  Claim  or admit
            liability or fault without NBAP's prior written  approval.  LICENSEE
            shall obtain and maintain  Commercial  General Liability  insurance,
            including  product  liability  insurance with vendor's  endorsement,
            Contractual  Liability and Personal and Advertising Injury Liability
            in a amount no less than five million  ($5,000,000)  per  occurrence
            and five million  ($5,000,000)  aggregate  combined single limit for
            bodily injury and property damage. The NBA Parties shall be included
            as  additional  insureds.  Such  insurance  shall be  carried  by an
            insurer  with a rating  by AM.  Best & Co.  of A-7 or  other  rating
            satisfactory  to NBAP.  This coverage shall specify that coverage is
            primary  to  all  valid  and  collectible   insurance  held  by  the
            additional insureds and shall be extended to include (i) a waiver of
            subrogation  in  favor  of  the  NBA  Parties,   (ii)  a  breach  of
            warranty/policy  conditions clause,  (iii) a severability clause and
            (iv) a waiver of premium  clause.  Such insurance  policy shall also
            provide that NBAP receive  written  notice  within  thirty (30) days
            prior to the effective date of the cancellation,  non-renewal or any
            material  change in coverage.  In the event that LICENSEE has failed
            to  deliver  to  NBAP a  certificate  of such  insurance  evidencing
            satisfactory  coverage  prior to NBAP's  execution of this Agreement
            (or  fails to  maintain  such  insurance  in  accordance  with  this
            Paragraph), NBAP shall have the right to withdraw its consent to use
            any or all of the Licensed Marks and/or  terminate this Agreement at
            any time Such  insurance  obligations  shall  not  limit  LICENSEE's
            indemnity   obligations,   except  to  the  extent  that  LICENSEE's
            insurance  company  actually pays NBAP amounts which  LICENSEE would
            otherwise be obligated to pay NBAP.
<PAGE>

      (b)   NBAP  shall be  solely  responsible  for,  and  shall  defend,  hold
            harmless and indemnify LICENSEE, its directors,  officers, employees
            and agents against any Claims arising out of an allegation  relating
            to or referring  to: (i) a claim that the use of the Licensed  Marks
            as  specifically  approved by NBAP in  accordance  with the terms of
            this Agreement  violates or infringes upon the trademark,  copyright
            or other  intellectual  property rights (including trade dress) of a
            third party in or to the Licensed Marks or (ii) a claim that the use
            of the Licensed  Attributes on Licensed Products,  or in advertising
            or promotional materials, as specifically approved by NBAP, violates
            of infringes  upon the right of privacy or right of publicity of any
            NBA player or (iii) and breach of the  Agreement  by NBAP,  provided
            NBAP is given prompt  written notice of and shall have the option to
            undertake and conduct the defense of any such Claim. In any instance
            to which the forgoing indemnities pertain,  LICENSEE shall cooperate
            with and assist NBAP in connection with any such defense. NBAP shall
            reimburse  LICENSEE  for  all  reasonable   out-of-pocket   expenses
            actually  incurred by LICENSEE in connection  with such  cooperation
            and assistance.  In any instance to which such indemnities  pertain,
            NBAP  shall  not  enter  into a  settlement  of such  Claim or admit
            liability or fault without LICENSEE's prior written approval.
      (c)   In consideration of the rights granted under this Agreement,  except
            with respect to Claims for which NBAP indemnifies  LICENSEE pursuant
            to Paragraph 8(b), LICENSEE hereby releases the NBA Parties from any
            Claims  that,  now or in the  future,  arise out of or in any manner
            relate to the manufactures,  distribution, advertising, promotion of
            sale of the Licensed Products."

            5.    Paragraph  15  of  the  NBAP  Standard  Terms  and  Conditions
                  attached to the  Agreement  is amended to read in its entirety
                  as follows:
<PAGE>

      "15.  EQUITABLE RELIEF

            LICENSEE  acknowledges that NBAP is entering into this Agreement not
            only  in   consideration   of  the  royalties  or  other   financial
            consideration  to be paid,  but also for the  promotional  value and
            intrinsic  benefit  resulting from the  manufacture,  advertisement,
            distribution,  sale  and  promotion  of  the  Licensed  Products  by
            LICENSEE in the Territory.  LICENSEE  acknowledges that the Licensed
            Marks  and  Licensed  Attributes  possess  a  special,   unique  and
            extraordinary  character which makes difficult the assessment of the
            monetary  damage  which  NBAP  would  sustain  as a  result  of  the
            unauthorized use thereof LICENSEE further acknowledges that: (i) its
            failure to manufacture,  advertise, distribute, sell and promote the
            Licensed  Products in accordance with this  Agreement,  and (ii) the
            unauthorized  or  unapproved  use of the Licensed  Marks or Licensed
            Attributes,  will, in either case,  cause  immediate and irreparable
            damage to NBAP for which NBAP would not have an  adequate  remedy at
            law.  Therefore,  LICENSEE  agrees that, in the event of a breach of
            the  Agreement  by  LICENSEE,  in  addition  to such other legal and
            equitable  rights and remedies as shall be  available to NBAP,  NBAP
            shall be entitled to injunctive and other equitable relief,  without
            the  necessity  of  proving  damages of  furnishing  a bond or other
            security."

      6.    Paragraph 19 of the NBAP Standard Terms and  Conditions  attached to
            the Agreement is amended to read in its entirety as follows:

      "19.  USE OF PLAYERS
      (a)   LICENSEE acknowledges that this Agreement does not grant to LICENSEE
            any  licenses  or rights with  respect to the use Player  Attributes
            except on  Player-Identified  Products as expressly  provided herein
            and in advertising  and  promotional  materials  relating to License
            Products,  in either case,  as  specifically  approved by NBAP.  The
            license granted under this Agreement does not include, and shall not
            be used to imply,  a  testimonial  or  endorsement  of any  Licensed
            Products by any NBA Player. LICENSEE shall not use Player Attributes
            in any  manner  that may  imply  such a  testimonial  r  endorsement
            without  first  obtaining  written  authorization  from the  subject
            player(s).  LICENSEE shall not enter into any Agreement with any NBA
            Player of any other person which would  require that Player or other
            person to wear or use any products other than a Licensed  Product at
            any  NBA  game  (either  courtside  or in  any  locker  room)  or at
            practice.
      (b)   In the event any current  NBA player  retires,  becomes  inactive or
            enters into an exclusive  license  agreement that conflicts with the
            rights granted  hereunder,  upon receipt of written notice from NBAP
            that such a player has become inactive or entered into a conflicting
            exclusive  license  agreement,  LICENSEE shall cease and/or cause to
            cease  the  use  of  such  player's   Licensed   Attributes  in  the
            manufacture, distribution,  advertisement, promotion and sale of any
            conflicting  Licensed Product within seventy (70) days of receipt of
            NBAP's notice."

B.    1. Except as modified above,  (i) the rights extended under this Agreement
      shall  be  exercised  consistent  with the  terms  and  conditions  of the
      Agreement  and  (ii)  the  terms  and   conditions  of  ,  and  LICENSEE's
      outstanding  obligations to NBAP under,  the Agreement  shall in all other
      respects remain in full force and effect.  Nothing herein shall constitute
      an  actual  or  implied  commitment  by NBAP  to  extend  the  term of the
      Agreement or renew the Agreement upon its expiration.

      2. This Amendment shall not be effective until signed on behalf of NBAP by
its Senior Vice President, Global Merchandising Group.

<PAGE>

AGREED TO AND ACCEPTED:                       AGREED TO AND ACCEPTED:
COLLECTIBLE CONCEPTS GROUP                    NBA PROPERTIES, INC.


By: /s/ PAUL S. LIPSCHUTZ                     By: /s/ SALVATORE LAROCCA
    ---------------------                         ---------------------
Title: President                                      Salvatore LaRocca
                                                      Senior Vice President,
                                                      Global Merchandising Group
                                              Dated: 9/9/05