MTV NETWORKS MERCHANDISE 
                       LICENSE AGREEMENT


     Agreement made effective as of this 20th day of June, 1997,
by and between MTV Networks, a division of Viacom International
Inc., a Delaware corporation, with offices at 1515 Broadway, New
York, New York 10036 ("MTVN"), and GlenGate Apparel, Inc., a New
Jersey corporation, with offices at 75 Rod Smith Place, Cranford,
New Jersey 07016 ("Licensee").


                           BASIC PROVISIONS
                           ----------------

LICENSED PROPERTY:       Guitar Swinging Golf Man and VH1 Music
                         First logos, the words THE TITANS OF
                         ROCK and THE GIANTS OF GOLF, and the
                         words FAIRWAY TO HEAVEN when used solely
                         in combination with the logos.  

LICENSED PRODUCTS:       T-shirts, fashion upper body garments
                         (both knit and woven), outerwear, ties,
                         headwear, socks, neckwear, wind shirts,
                         fleece and polar fleece.

LICENSED TERRITORY:      United States, its territories and
                         possessions, and Canada.  In the event
                         Licensee desires to obtain any
                         additional international rights,
                         Licensee shall submit such requests to
                         MTVN and MTVN shall approve or
                         disapprove such requests on a case-by
                         -case basis at MTVN's sole discretion.

LICENSED CHANNELS OF     Golf Chains (i.e., Nevada Bob's);
DISTRIBUTION:            Sporting Goods Chains (i.e., Sports
                         Authority, Modells); College Book
                         Stores; Green Grass Shops; Mid- to
                         Upper-Tier Department Stores (i.e., JC
                         Penny, Dillards Belks) excluding so-
                         called Mass Market/Merchandisers (i.e.,
                         Walmart, Kmart, Target); Golf Catalogs,
                         QVC and electronic retailing with prior
                         written approval by MTVN.

LICENSE TERM:            August 1, 1997 to July 31, 2000; (the
                         First Year, as such term is used herein,
                         shall mean the period of time commencing
                         August 1, 1997 and ending December 31,
                         1998, and the Second Year shall mean the
                         period of time commencing January 1,
                         1999 and ending July 31, 2000.)

                         In the event Licensee achieves
                         $3,000,000.00 in Wholesale Sales by the 
                         end of the License Term hereof, Licensor
                         shall have an option to renew this 
                         Agreement for an additional 12-month
                         period upon terms and conditions which
                         shall be negotiated by the parties.
<PAGE>
EXCLUSIVITY:             The Licensed Products are exclusive to
                         Licensee, except for headwear and any
                         merchandise within the definition of
                         Licensed Products which is created for
                         the VH1 Fairway to Heaven golf event. 
                         Licensee shall use best efforts to
                         submit a headwear line to MTVN for
                         approval by November 31, 1997 (the
                         "Proposal").  In the event MTVN approves
                         such Proposal, the headwear shall be
                         exclusive to Licensee.

PRESENTATION DATE TO
LICENSEE'S RETAILERS:    March 15, 1998

                         In the event Licensee fails to
                         manufacture and present any of the
                         Licensed Products to retailers by the
                         end of the fourth quarter of 1998, MTVN
                         reserves the right to remove such
                         Licensed Products from the definition of
                         Licensed Products hereunder and all
                         rights to such Licensed Products granted
                         to Licensee hereunder shall revert to
                         MTVN.

INITIAL SHIP DATE TO 
LICENSEE'S RETAILERS:    June 15, 1998


ROYALTY RATE:            First Year: 
                         -----------
                         six percent (6%) of Net Sales (as
                         defined in the annexed Additional Terms
                         and Conditions) 

                         Second Year: 
                         ------------
                         eight percent (8%) of Net Sales (+1% of
                         Net Sales towards marketing and
                         advertising)

GUARANTEED MINIMUM  
ROYALTY:                 The Guaranteed Minimum Royalty for the
                         License Term is $200,000.00 and shall be
                         allocated and payable as follows: 
                         First Year:
                         -----------

                         $60,000.00 payable as follows: 

                         $20,000.00 upon signing, but no later
                         than November 25, 1997

                         $10,000.00 no later than September 15,
                         1998

                         $30,000.00 no later than December 15,
                         1998.

                         Second Year:
                         ------------
                         $140,000.00 payable as follows:

                         $57,500.00 no later than March 15, 1999

                         $27,500.00 no later than June 15, 1999

                         $27,500.00 no later than September 15,
                         1999

                         $27,500.00 no later than December 15,
                         1999

COPYRIGHT NOTICE:        "19____ [Year of Publication] Viacom
                         International, Inc.  All Rights
                         Reserved".
<PAGE>
TRADEMARK NOTICE:        Guitar Swinging Golf Man logo and VH1
                         Music First name, trademark and logo,
                         and the words THE TITANS OF ROCK and
                         THE GIANTS OF GOLF.  Licensee shall
                         also include the following notice on all
                         materials set forth in subparagraph 5(b)
                         of the ADDITIONAL TERMS AND CONDITIONS
                         in proximity to the Licensed Property. 
                         "VH1 Music First and all related titles
                         and logos are trademarks owned and
                         licensed for use by Viacom
                         International, Inc."

          This Agreement includes the Additional Terms and
Conditions and the Riders and Schedules, if any, annexed hereto
and made a part hereof.  All capitalized terms used in the
Additional Terms and Conditions not defined therein shall have
the respective definitions as set forth in the Basic Provisions
herein.  In the event of any conflict or inconsistency between
the Basic Provisions and the Additional Terms and Conditions, the
Basic Provisions will control. 

          IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.

GLENGATE APPAREL, INC.             MTV NETWORKS, a division of
                                   Viacom International Inc.

By:    /s/ Wayne E. Webber         By:     /s/ Lisa Silf 
       -------------------------           ---------------------

Name:  Wayne E. Webber             Name:   Lisa Silf  
       -------------------------           ---------------------

Title: Executive Vice President    Title:  Vice President
       -------------------------           ----------------------

<PAGE>
                    ADDITIONAL TERMS AND CONDITIONS
                    -------------------------------

1.   LICENSE:
     -------

     MTVN hereby grants to Licensee the exclusive right, as
defined in the Basic Provisions, to use the Licensed Property
solely for the purpose of the manufacture, distribution, sale and
advertisement of the Licensed Products through Licensee's present
Licensed Channels of Distribution in the Licensed Territory
during the License Term (the "License").  Licensee shall not have
the right to sublicense the rights granted hereunder.  Licensee
may contract with third parties for the manufacture and
distribution of the Licensed Products, subject to MTVN's prior
approval and the completion and return of the Approval of
Manufacturer Form attached hereto as Exhibit D.  In all instances
where MTVN's prior approval is required hereunder, such approval
shall not be unreasonably withheld or delayed.

2.   RESERVATION OF RIGHTS:
     ---------------------

MTVN retains all rights not expressly granted hereunder
(including but not limited to the right to distribute and sell
the Licensed Products through premium offers, combination and
giveaway sales, direct response, direct mail, home shopping type
of networks, the on-line medium or any other non-traditional
medium now known or hereafter invented, sales clubs, incentive
programs theme parks/ recreational attractions and activities,
any MTVN or its affiliated companies' retail outlets and the
rights to the Guitar Swinging Golf Man, and VH1 Music First
logos, the words THE TITANS OF ROCK and THE GIANTS OF GOLF, and
the words FAIRWAY TO HEAVEN when used in combination with the
logos, and all names, trademarks and likenesses of characters
which are used in connection with a motion picture or other
theatrical or live stage presentation for all products, including
the Licensed Products).

3.   ROYALTIES, ACCOUNTING AND AUDIT:
     --------------------------------

     (a)  COMPUTATION:
          ------------

          (i)  Royalties shall be payable at the Royalty Rate set
forth in the Basic Provisions on Net Sales of all Licensed
Products.  "Net Sales" shall mean gross sales less customary
trade quantity discounts and allowances and returns for damaged
goods only, the aggregate of which shall not exceed six percent
(6%) of gross sales.  Except for those expressly provided for in
this paragraph, there shall be no deductions of any sort or kind,
including but not limited to deductions for returns, cash
discounts, costs or expenses incurred in the manufacture,
distribution, sale or advertisement of the Licensed Products, or
for uncollected bills.

          (ii) Royalty obligations shall accrue upon sale of the
Licensed Products.  A Licenses Product is considered "sold" when
it is shipped or paid for, whichever event occurs first.
<PAGE>    
          (iii) In the event that Licensed Products are sold to
any party affiliated, controlled, or in any way related to
Licensee at a special price lower than the average price charged
to other parties, the royalty payable to MTVN shall be based upon
said average price.

          (iv) If, upon termination or expiration of the License
Term, the total Royalties paid by Licensee to MTVN during the
period of the License Term immediately preceding expiration or
termination is less than the Guaranteed Minimum Royalty for such
period, Licensee shall immediately pay such difference to MTVN. 
Royalty payments made for any period of the License Term shall be
credited against the Guaranteed Minimum Royalty for such period
of the License Term. 

     (b)  PAYMENT:
          --------

          (i)  Royalties shall be payable, (to the extent not
credited against the Guaranted Minimum Royalty Payment pursuant
to Section 3(a)(iv)), on a quarterly basis throughout the License
Term, within fifteen (15) days after the close of each respective
quarter.  Quarters shall be based on a standard calendar year. 
All amounts past due shall be subject to a late charge of one
percent (1%) per month (or the highest rate allowed by law if
lower), from the date such payments were due.

          (ii)      Licensee shall pay to MTVN a non-refundable
Guaranteed Minimum Royalty as set forth in the Basic Provisions. 
All amounts past due shall be subject to a late charge of one
percent (1%) per month (or the highest rate allowed by law if
lower), from the date such payments were due.

          (iii)Late charges shall not accrue pursuant to
subparagraphs (b)(i) and (b)(ii) until thirty (30) days after any
payments owed to MTVN are past due and MTVN shall have given
Licensee oral or written notice to that effect.

     (c)  ACCOUNTING:
          -----------

          Within fifteen (15) days after the close of each
quarter, Licensee shall furnish to MTVN complete and accurate
statements of its sales of Licensed Products and royalties due
MTVN, in the form annexed hereto as Schedules A and B ("Quarterly
Reports").  Quarterly Reports shall be furnished whether or not
Licensee has actual royalties to report for any quarter.  All
Quarterly Reports shall be signed and certified as correct by an
officer of Licensee.  Acceptance by MTVN of royalty payments and
Quarterly Reports shall not preclude MTVN from questioning the
accuracy thereof.

     (d)  AUDIT:
          ------

          (i)  Licensee shall keep accurate books of account and
records at its principal place of business of all transactions
relating to or affecting this License, during the License Term
and for a period of three years thereafter. MTVN or its
representative shall have the right during reasonable business
hours to examine and verify Licensee's physical inventory of the
Licensed 
<PAGE> 
Products as well as Licensee's books of accounts and records, and
to make copies and extracts thereof at MTVN's cost.

          (ii) In the event that an audit by MTVN discloses an
underpayment in royalties due MTVN, Licensee shall promptly pay
MTVN such discrepancy plus a late charge of one percent (1%) per
month (or the highest rate allowed by law if lower), from the day
such payments were due.  If such audit discloses a discrepancy of
five percent (5%) or more for any quarter, Licensee shall also
reimburse MTVN for all reasonable costs incurred by MTVN in
connection with the audit.

4.   QUALITY, SAMPLES, APPROVALS:
     ----------------------------

     (a)  The quality and style of all Licensed Products, and the
manner in which the Licensed Property may appear on the Licensed
Products and on any packaging, promotional materials, labels,
advertising, publicity and display materials of any kind used in
connection with the Licensed Products are subject to MTVN's prior
written approval, which approval shall not be unreasonably
withheld. 

     (b)  At each stage of development or production and prior to
manufacture, Licensee shall promptly provide MTVN with two (2)
samples in the form of proofs and/or prototypes for each Licensed
Product and all related materials.  MTVN shall advise Licensee in
writing of its approval or disapproval of such samples within
five (5) business days of Licensee's submission; provided,
however that in those special circumstances where production
and/or manufacture of a Licensed Product may be materially
affected or delayed and Licensee provides MTVN with written
notice to that effect, MTVN shall use best efforts to approve or
disapprove such samples within twenty-four (24) hours.  No
samples shall be deemed approved unless and until MTVN has given
its approval in writing.  Licensee shall not proceed beyond any
development or production stage where approval is required
without first securing such approval.  In connection with the
submission of samples by Licensee for MTVN's approval, Licensee
shall also submit to MTVN a completed copy of the Licensed
Product Approval Form provided by MTVN as Schedule C. Once a
sample has been approved, Licensee shall not depart therefrom. 
Approval by MTVN shall not relieve Licensee of any of its
agreements, indemnities and warranties hereunder.
     
     (c)  Licensee shall promptly reimburse MTVN for any and all
costs of artwork and other creative materials prepared by MTVN at
Licensee's request in connection with the Licensed products if
and only if such artwork and other creative material is not
contained in MTVN's style guide, a copy of which shall be
provided to Licensee by MTVN.

     (d)  Concurrently with the initial shipment of each Licensed
Product, Licensee shall furnish to MTVN, at no cost to MTVN, six
(6) samples of each Licensed Product and each subsequent year of
the License Term, six (6) samples of each Licensed Product.  Any
Licensed Products requested by MTVN in excess of the foregoing
amounts shall be made available to MTVN at Licensee's cost.
<PAGE>
     (e) Upon MTVN's request, Licensee shall provide MTVN with a
list of the names and addresses     of Licensee's manufacturers
and have such manufacturers fill out MTVN's manufacturer's  form. 
MTVN agrees that such information shall only be used by MTVN in
connection with the maintenance of quality control standards of
the Licensed Products. 
     
     (f) From time to time, upon MTVN's request, Licensee shall
include certain materials provided by MTVN relating to MTVN's
programs, programming services, or ancillary businesses in the
packaging of the Licensed Products; provided that in each
instance such request does not increase Licensee's cost.

5.   MARKINGS:
     ---------

     (a)  Licensee shall affix the Copyright and Trademark
Notices set forth in the Basic Provisions to all Licensed
Products and to all packaging, labels, promotional, advertising,
publicity, and display materials used in connection therewith, in
accordance with instructions from MTVN.  No Licensed Products or
related materials shall contain any other copyright, trademark or
trade name unless MTVN has given Licensee prior written consent
thereto.  MTVN may at any time require an addition to or change
of the Copyright and Trademark Notices, effective not less than
thirty (30) days after receipt by Licensee of notice thereof,
provided that Licensee shall have the right to continue to
distribute any inventory containing the Copyright and Trademark
Notices previously approved by MTVN which were manufactured prior
to the date it receives such notice. Licensee shall cooperate
with MTVN in connection with MTVN's obtaining or maintaining
copyright and/or trademark protection for the Licensed Property
in MTVN's name.

     (b)  Licensee shall affix to the Licensed Products and all
packaging, labels, promotional materials, advertising, publicity,
and display materials used in connection therewith, any other
legends, markings and notices required by any law or regulation
in the Licensed Territory or which MTVN reasonably may request.

6.   OWNERSHIP:
     ----------

     (a)  As between MTVN and Licensee, all right, title and
interest in and to the Licensed Property shall be and remain the
sole and complete property of MTVN.  Licensee recognizes the
value of the goodwill associated with the Licensed Property, that
the Licensed Property has secondary meaning in the mind of the
public, and that the trademarks and copyrights in the Licensed
Property, and any registrations therefor, are good and valid. 
All use by Licensee of the Licensed Property shall inure to the
benefit of MTVN.  Licensee shall not, during the License Term or
thereafter, contest or assist others to contest, MTVN's rights or
interests in the Licensed Property or the validity of this
License.  Licensee shall not seek any copyright or trademark
registration for the Licensed Property.

     (b)  Any copyright, trademark, or other proprietary rights
owned by Licensee and heretofore used by it, which are used in
connection with the Licensed Products as approved by MTVN
pursuant to paragraph 5(a) above, shall continue to be owned by
Licensee and shall not become the property of MTVN.
<PAGE>
     (c)  All right, title, or interest in or to any copyright,
trademark, or other proprietary rights that come into existence
during the License Term as a result of the exercise by Licensee
of any right granted to it hereunder, shall immediately and
automatically vest in MTVN.

     (d)  Except as otherwise provided, all creations, including
but not limited to art work and designs, that come into existence
during the License Term, including any packaging, labels and
promotional, advertising, publicity, and display materials used
in connection with the Licensed Products shall be deemed "works
made for hire" for MTVN within the meaning of the U.S. Copyright
Law.  To the extent that any such work does not so qualify, for
the consideration set forth herein, Licensee hereby irrevocably
and absolutely assigns to MTVN all rights throughout the universe
in perpetuity in all media now known or hereafter developed,
including but not limited to the copyright and any extensions and
renewals thereof and the trademarks and the goodwill associated
therewith.

     (e)  Licensee agrees to execute and deliver to MTVN any
documents which MTVN may reasonably request to confirm MTVN's
ownership of its rights hereunder.  Licensee hereby irrevocably
appoints MTVN as its attorney-in-fact coupled with an interest to
sign any such documents in Licensee's name.

7.   INFRINGEMENTS:
     --------------

     Licensee shall promptly notify MTVN of any unauthorized use
or infringement by third parties of any rights granted to
Licensee herein, and will cooperate fully in any action at law or
in equity undertaken by MTVN with respect to such unauthorized
use or infringement.  Licensee shall not institute any suit in
connection with any unauthorized use or infringement without
first obtaining the written consent of MTVN to do so, and MTVN
shall have the sole right to determine whether or not any action
shall be taken on account of any such unauthorized uses or
infringements.

8.   REPRESENTATIONS, WARRANTIES, AND UNDERTAKINGS:
     ----------------------------------------------

     (a)  Licensee represents, warrants, and undertakes as
          follows:

          (i)       It is free to enter into and fully perform
                    this Agreement;

          (ii)      All ideas, creations, designs, materials and
                    intellectual property furnished by Licensee
                    in connection with the Licensed Products will
                    be Licensee's own and original creation or
                    fully licensed by Licensee;

          (iii)     The Licensed Products and all materials used
                    in connection therewith shall be of the
                    highest standard reasonably suitable for
                    goods of the type of the Licensed Products. 
                    The Licensed Products will be safe for use by
                    consumers and will comply with all applicable
                    governmental rules, guidelines, codes,
                    regulations, and warranties (express or
                    implied) including, without limitation those
                    contained in the Child Safety Protection Act
                    and/or adopted by the Consumer Product Safety
                    Commission;
<PAGE>
          (iv)      The Licensed Products will be manufactured,
                    distributed, sold and advertised in
                    accordance with all applicable federal, state
                    and local laws including but not limited to
                    all applicable labor laws and regulations and
                    in a manner that will not reflect adversely
                    upon MTVN, and will not infringe upon or
                    violate any rights of any third parties;
     
          (v)       Licensee shall use commerically reasonable
                    efforts to obtain maximum sales in the
                    Licensed Territory during the License Term.

     (b)  MTVN represents, warrants, and undertakes as follows:

          (i)       It is free to enter into and fully perform   
                    this Agreement;

          (ii)      The Licensed Property (except for the words
                    "FAIRWAY TO HEAVEN") is original to and the
                    sole property of MTVN, and does not infringe
                    upon or violate any copyright or proprietary
                    right of any third party; 

          (iii)     to MTVN's knowledge, there are no pending or
                    threatened suits or proceedings in connection
                    with the Licensed Products.  

9.   INDEMNITIES:
     ------------

     (a)  Licensee will at all times indemnify and hold MTVN, its
officers, directors and employees harmless from and against any
and all claims, damages, liabilities, costs and expenses,
including reasonable counsel fees, arising out of any breach or
alleged breach by Licensee of any representation, warranty or
undertaking made herein, or out of any defect (latent or patent)
in the Licensed Products, provided that MTVN shall give prompt
written notice, cooperation and assistance to Licensee relative
to any such claim or suit, and provided further that no
settlement of any such claim or suit shall be made without the
prior written consent of MTVN.

     (b)  MTVN will at all times indemnify and hold Licensee, its
officers, directors and employees harmless from and against any
and all claims, damages, liabilities, costs and expenses,
including reasonable counsel fees, arising out of any (i) breach
or alleged breach by MTVN of any representation, warranty or
undertaking made herein; and (ii) a claim against Licensee in
connection with Licensee's use of the words "FAIRWAY TO HEAVEN"
solely as contemplated under this Agreement; provided, however,
that Licensee shall give prompt written notice, cooperation and
assistance to MTVN relative to any such claim or suit, and
provided further that MTVN shall have the option to undertake and
conduct the defense and/or settlement of any such claim or suit
so brought and that no settlement of any such claim or suit is
made without the prior written consent of MTVN.

10.  INSURANCE:
     ----------

     Licensee shall obtain and maintain at its own cost and
expense from a qualified insurance company licensed to do
business in New York, standard Product Liability 
<PAGE>

Insurance naming MTVN as an additional named insured, with
respect to all Licensed Products manufactured hereunder, whether
sold during the License Term or thereafter.  Such policy shall
provide protection against any and all claims, demands and causes
of action arising out of any defects or failure to perform,
alleged or otherwise, of the Licensed Products or any material
used in connection therewith or any use thereof.  The amount of
coverage shall be Five Million Dollars ($5,000,000).  The policy
shall provide for ten (1O) days notice to MTVN from the insurer
by Registered or Certified Mail, return receipt requested, in the
event of any modification, cancellation or termination thereof.  
Licensee agrees to furnish MTVN a certificate of insurance
evidencing same within thirty (30) days after execution of this
Agreement and in no event shall Licensee manufacture, distribute
or sell the Licensed Products prior to receipt by MTVN of such
evidence of insurance.

11.  DEFAULT:
     --------

     (a)  Upon the occurrence of any of the following events
(each of which is a "Default"), then in addition and without
prejudice to any rights which it may have at law, in equity or
otherwise, MTVN shall have the right to terminate this Agreement,
to delete from this Agreement any elements of the Licensed
Property or any Licensed Products and/or to require the immediate
payment of any Guaranteed Minimum Royalty and royalties due or to
become due hereunder:

          (i)       Licensee fails to meet the Presentation Date
To Licensee's Retailers or the Initial Ship Date To Licensee's
Retailers of the Licensed Products;

          (ii)      Licensee fails to actively manufacture,
advertise, distribute or sell the Licensed Products;

          (iii)     Licensee fails to make a payment or furnish a
statement in accordance  herewith and does not    cure such
failure within fifteen (15) days after notice thereof; 

          (iv)      Licensee fails to comply with the approval,
quality, and safety requirements hereunder and/or the Licensed
Products do not comply with such requirement and/or the Licensed
Products are the subject matter of adverse or negative publicity
due to such failure;

          (v)       Licensee fails to comply with any other of
Licensee's material obligations hereunder or breaches any
warranty or representation made by it hereunder and does not cure
such failure or breach within fifteen (15) days after notice
thereof;

          (vi)      Licensee sells or otherwise disposes of all
or substantially all of its business or assets to a third party,
or control of Licensee is transferred and the management thereby
changed;

          (vii)     Licensee sells or causes others to sell the
Licensed Products outside Licensee's Licensed Distribution
Channels and/or outside the Licensed Territory;
<PAGE>
          (viii)    Licensee fails to obtain or maintain product
liability insurance in the amount of the type provided for
herein; or

          (ix)      Licensee contests or assists others to
contest MTVN's rights or interests in the Licensed Property or
the validity of this License; or
     
     (b)  In the event that the Licensed Products pose a safety
threat to the consumer, or are the subject of a claim or inquiry
by the Consumer Product Safety Commission or the Child Safety
Protection Act or any other person, agency or commission because
of quality and/or safety concerns, and/or labeling or are the
subject of negative publicity due to poor quality and/or safety
of the Licensed Products, Licensee shall, upon MTVN's reasonable
request, immediately recall such Licensed Products from the
market place, and take any other measures MTVN may reasonably
demand.

     (c)  If a petition in bankruptcy is filed by or against
Licensee, or Licensee is adjudicated bankrupt, which is not
dismissed within forty-five (45) days, or Licensee makes any
assignment for the benefit of creditors or becomes insolvent, is
placed in the hands of a trustee or receiver, fails to satisfy
any judgment against it or is unable to pay its debts as they
become due, whichever is sooner, this License shall automatically
terminate forthwith without any notice whatsoever.  Upon such
termination for any reason under this subparagraph 11(c)
Licensee, its receiver, representatives, trustees, agents,
administrators, successors and assigns shall have no further
rights hereunder, and neither this License nor any right or
interest herein shall be deemed an asset in any insolvency,
receivership, and/or bankruptcy.

12.  FORCE MAJEURE:
     --------------

     In the event that Licensee is prevented from manufacturing,
distributing or selling the Licensed Products because of any act
of God; unavoidable accident; fire, epidemic; strike, lockout, or
other labor dispute; war, riot or civil commotion; act of public
enemy; enactment of any rule, law, order or act of government or
governmental instrumentality (whether federal, state, local or
foreign); or other cause of a similar or different nature beyond
Licensee's control, and such condition continues for a period of
two (2) months or more, either party hereto shall have the right
to terminate this Agreement effective at any time during the
continuation of such condition by giving the other party at least
thirty (30) days' notice to such effect.  In such event, all
royalties on sales theretofore made shall become immediately due
and payable and this Agreement shall be automatically terminated.

13.  EFFECT OF EXPIRATION OR TERMINATION:
     ------------------------------------

     Upon expiration or termination of this Agreement, all rights
granted to Licensee herein shall forthwith revert to MTVN, with
the following consequences:

     (a)  No portion of any prior payments shall be repayable to
Licensee, and any and all 
<PAGE>
payments due or to become due, including any royalties and
Guaranteed Minimum Royalty shall be immediately due and payable. 
If, at such time, the total amount of royalties paid by Licensee
during the License Tenn is less than the Guaranteed Minimum
Royalty, Licensee shall immediately pay such difference to MTVN.

     (b)  After the expiration or termination of this Agreement,
Licensee shall not manufacture, advertise, distribute or sell the
Licensed Products containing or including the Licensed Property
or any product which may infringe upon MTVN's proprietary rights,
or use any name, logo or design which is substantially or
confusingly similar to the Licensed Property on any product in
any place whatsoever.  Licensee shall promptly deliver to MTVN a
statement indicating the number of Licensed Products then
currently on hand or in the process of being manufactured.  MTVN
shall have the right to conduct a physical inventory in order to
ascertain or verify such inventory and/or statement.  Except as
provided in subparagraph (c), such inventory shall at MTVN's
option be destroyed (as set forth below) by Licensee or purchased
by MTVN at Licensee's cost of manufacture.  Disposition of any
plates, moulds, forms, lithographs and other material relating to
the Licensed Products then remaining on hand shall be subject to
written instructions from MTVN to Licensee either to destroy or
to deliver same to MTVN or its designee.  In the event that MTVN
requests Licensee to destroy its inventory, the Licensed Property
or materials relating thereto (subject to Licensee's right to
continue to sell Licensed Products according to the terms
provided in subparagraph (c)), MTVN may require Licensee to
deliver to MTVN an affidavit by an officer of Licensee, attesting
to such destruction in such form as MTVN may in its sole
discretion require.

     (c)  Upon expiration of this Agreement, so long as Licensee
is not in default at time of expiration, Licensee may continue to
sell any Licensed Products, previously manufactured and on hand,
on a non-exclusive basis during the period of sixty (60) days
thereafter subject to all of the terms and conditions contained
in this Agreement and provided that: (i) the Licensed Products
are sold in the ordinary course of business at prices not lower
than the prevailing wholesale price or prices charged by Licensee
during the ninety (90) day period immediately preceding
expiration; (ii) no new Licensed Products are manufactured during
such sell-off period; and (iii) MTVN is paid its then existing
Royalty Rate on all Licensed Products sold during the sell-off
period.

     (d)  All warranties, indemnification and any other
applicable obligations of Licensee shall survive the expiration
or termination of this License.  

14. PAYMENTS AND NOTICES:
    ---------------------

     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 first 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 made in writing by mailing
the same by certified or registered mail, return receipt
requested, and shall be effective immediately upon receipt
thereof.  Any and all notices to MTVN shall be addressed to
Attention: Vice President, Consumer Products, MTV: Music
Television, with a copy to the Sr.  Vice President, Business
Affairs and General Counsel.  All payments and statements to MTVN
hereunder shall 
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be addressed to the Attention: MTV Networks, Ancillary Sales,
P.O. Box 13801, Newark, NJ 07188-0801 with a copy to the Vice
President Consumer Products, MTV: Music Television.

15. CONFIDENTIALITY:
    ----------------

     In connection with the services provided hereunder, each of
Licensee and MTVN may, from time to time, be exposed to and will
be furnished with certain information, relating to the other's
plans for certain productions and services, which are
confidential.  Each of Licensee and MTVN shall keep confidential
and not reveal or disclose any of said information, material or
data to any third party or the terms of this Agreement, or any
agreement Licensee enters into pursuant to this Agreement during
the Term or thereafter.  Neither Licensee or MTVN will disclose
or make known to anyone outside of Licensee or MTVN, as
applicable, directly or indirectly, the interest of the other in
this Agreement or the terms of this Agreement.  The provisions of
this paragraph shall not apply to information which is or becomes
publicly available or information which is required to be
disclosed pursuant to a court order or applicable law, rules or
regulations.

16.  GENERAL CLAUSES:
     ----------------

     (a)  Any attempted or purported assignment or other
transfer, sublicense, mortgage or other encumbrance of this
License and the rights granted herein by Licensee without the
prior written approval of MTVN shall be void and of no effect. 
This Agreement and the rights and obligations of the parties
hereunder shall be binding upon and shall inure to the benefit of
MTVN and Licensee and their respective legal representatives,
successors in interest and permitted assigns.

     (b)  Nothing herein contained shall be construed to
constitute a partnership or joint venture between the parties
hereto, and neither Licensee nor MTVN shall become bound by any
representation, act or omission of the other.  Licensee is an
independent contractor in the manufacture, advertisement, sale
and distribution of the Licensed Products, and Licensee will pay
all sales taxes and other taxes or charges imposed on Licensee or
MTVN, except for MTVN's corporate income tax, by any law,
ordinance or requirement of any government or governmental
instrumentality in connection therewith.

     (c)  A waiver by either party of any terms or conditions of
this Agreement in any instance shall not be deemed or construed
to be a waiver of such term or condition for the future, or of
any subsequent breach thereof.  All remedies, rights,
undertakings, obligations and agreements contained in this
Agreement shall be cumulative, and none of them shall be in
limitation of any other remedy, right, undertaking, obligation or
agreement of either party.

     (d)  This Agreement and all matters or issues collateral
thereto shall be governed by the laws of the State of New York
applicable to contracts performed entirely therein.  In any such
action or proceeding, service of process upon Licensee may be
accomplished by sending such process in the manner specified
herein for the giving of notice to Licensee.  Licensee hereby
consents and submits to the jurisdiction of the Federal, and/or
state court located in New York.  
<PAGE>

     (e)  The entire understanding between the parties hereto
relating to the subject matter hereof is contained herein and no
warranties, representations or undertakings are made by the
parties hereto except as expressly provided herein.  This
Agreement cannot be changed except in writing signed by the
parties.

     (f)  The paragraph titles of this Agreement are for
convenience only and shall not affect the interpretation of this
Agreement or any paragraph thereof.

     (g)  The parties hereto agree to execute such other
writings, documents and instruments as may be necessary or
desirable to effectuate the purposes of this Agreement.

     (h)  Notwithstanding any termination, cancellation or
expiration of this Agreement, the following provisions hereof
that are intended to continue and survive are paragraphs: 3 (d);
6-10; 11 (b); and 13-15.

     (i)  This Agreement shall be interpreted as if the parties
hereto jointly prepared it.
<PAGE>