<PAGE>   1
                                                                    EXHIBIT 10.2


                         MERCHANDISING LICENSE AGREEMENT
            ---------------------------------------------------------

                                              Date:  as of February 27, 1998

Property:  World Championship Wrestling
License No.: D982845

WCW                                               LICENSEE


WORLD CHAMPIONSIIIP WRESTLING, INC.               LITTLEFIELD, ADAMS & COMPANY

One CNN Center                                      6262 Executive Blvd.
12th Floor, South Tower                             Huber Heights, OH 45424
Atlanta, Georgia 30348-5366
                                                    Contact: Michael Balber
                                                    Tel: (937) 236-0660
                                                    Fax: (937) 236-1681

This Agreement is made as of the date specified above between WCW on behalf of
itself and its parent, subsidiaries and affiliates (the foregoing collectively,
"Related Entities") and Licensee, whereby WCW grants Licensee a license to
utilize certain names, likenesses, characters, trademarks and/or copyrights in
connection with the manufacture, distribution, advertising, promotion and sale
of certain articles of merchandise on the following terms and conditions:

1.  Licensed Elements:  See Schedule " 1 " attached below.

2. Authorized Articles: Knit Shirts, Tank Tops, Muscle Shirts, Henley Shirts,
   Sweatshirts, Long Sleeve Shirts, T-Shirts

3. Licensed Territory: U.S., its territories and possessions and U.S. Military
   Installations

The Authorized Articles may only be distributed in the Licensed Territory.
Licensee shall impose the obligation on its customers to sell the Authorized
Articles only within the Licensed Territory and shall not knowingly sell
Authorized Articles to persons or entities whom Licensee knows, or reasonably
should know, intend to resell or are likely to resell the Authorized Articles
outside the Licensed Territory.

4.  License Period:  2/27/98 - 3/15/01

5.  Exclusivity:  Non-Exclusive

6.  Royalty Rate:  10% - net sales

7.  Advance/Guarantee:       Advance:                                $200,000
                             Balance of
                             Guarantee:                              $300,000
                             -----------                             --------
                             Total of Guarantee:                     $500,000

The non-refundable Advance of $200,000 is payable in full concurrently with
WCW's receipt of copies of this Agreement (without amendments or modifications)
signed by Licensee, which in any event will be not later than the date twelve
(12) days after Licensee receives copies of this Agreement for signature.

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The balance of the Guarantee is payable in installments as follows:

                $50,000 due no later than 9/30/98 
                $50,000 due no later than 12/31/98 
                $50,000 due no later than 3/31/99 
                $50,000 due no later than 6/30/99 
                $50,000 due no later than 9/30/99 
                $50,000 due no later than 12/31/99

(All references to "Dollar(s)" and/or "S" anywhere in this Agreement will refer
to United States Dollars.)

8. Marketing Date: Marketing of each of the Authorized Articles will begin no
   later than April 8, 1998

9. Shipping Date: Shipment to retailers of each of the Authorized Articles will
   begin no later than April 25, 1998

10. Authorized Channels of Distribution: Mass Merchants to include: BJ's
    Wholesale Club, Dollar General, Fred's, Syms, Pamida, Venture, Ross Stores,
    Stein Mart, Wal-Mart, Meyers Thrifty, Brandlees, Family Dollar, Hills, Sam's
    Warehouse, Price-Costco, ShopKo, Quality Stores, TJX, Target, Burlington
    Coat Factory, Caldor, Filenes Basement, K-Mart, Ames, Roses, Value City and
    other Mass Merchandisers as agreed upon.

The Authorized Articles may only be distributed through the Authorized Channels
of Distribution within the Licensed Territory. Licensee shall impose the
obligation on its customers to sell the Authorized Articles only through the
Authorized Channels of Distribution and shall not knowingly sell Authorized
Articles to persons or entities whom Licensee knows, or reasonably should know,
intend to resell or are likely to resell the Authorized Articles outside of the
Authorized Channels of Distribution.

11. Sell-off Period: 90 days

12. Form of Copyright and Trademark Notice: Each Authorized Article shall bear
    copyright and trademark notices in the following form (or in such other form
    as WCW may hereafter designate, for prospective implementation, by notice to
    Licensee):

              19XX (C) & (TM) WCW, Inc.

The packaging containing the Authorized Articles described in Paragraph 2 herein
shall bear the following copyright and trademark notices:

  Copyright:  (C)19XX World Championship Wrestling, Inc., A Time Warner 
              Company, All Rights Reserved

  Trademark:  WCW(TM) and NWO(TM) are trademarks of World Championship    
              Wrestling, Inc.

              All characters depicted, are trademarks of or used under License 
to World Championship Wrestling, Inc.

13. Notices: Payments and statements to WCW shall be made or given to the
Atlanta address specified on the first page of this Agreement. All other notices
to WCW shall be sent to WCW at the Atlanta address specified on the first page
of this Agreement, with a copy to the same address, Attention: Legal Department.

14. Standard Terms: The attached "Exhibit 'A' (Standard Terms and Conditions)
are incorporated by this reference into the terms of this Merchandising License
Agreement (collectively referred to herein as "Agreement"). If any provision set
forth above in this Agreement conflicts (or is construed to conflict) with any
provision of the Standard Terms and Conditions, the provisions hereinabove set
forth will control.

15. Credit Terms: Execution of this Agreement by WCW is contingent upon WCW's
satisfaction with Licensee's financial ability to fulfill the Guarantee stated
herein. To this end, Licensee agrees to furnish any financial information
requested by WCW to confirm Licensee's credit status. If deemed necessary by
WCW, Licensee shall furnish a first priority lien and security interest, a
letter of credit, or any other such acceptable form of security to cover the
Guarantee. Licensee agrees to comply with WCW's request(s) pursuant to this
Paragraph before and during the entire term of this Agreement.


<PAGE>   3

16. Special Terms: If Authorized Articles are not marketed within 90 days of the
    Shipping Date, WCW may remove the rights of those items.

If the forgoing proposal meets with the approval of Licensee, please sign and
return this proposal to WCW. Upon execution by WCW, this document will be a
binding agreement between Licensee and WCW as of the date first above written.

WORLD CHAMPIONSHIP WRESTLING, INC.              LITTLEFIELD, ADAMS & COMPANY
("WCW")                                         ("Licensee")

By:  /s/ Michael Weber                          By:  /s/ Michael Balber
     ----------------------------------              -------------------------

Title:  Director of Marketing                   Title:  Executive Vice President
       --------------------------------                 ------------------------
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                                  SCHEDULE "1"
                                  ------------

1. "Licensed Elements" means only the names and static visual likenesses of the
following specific fictional characters, only as depicted in the entertainment
properties defined below as the "Program(s)" (excluding dialogue, storylines and
plot elements from the Pictures, except as specifically agreed in writing and in
advance by WCW). It is specifically understood and agreed that the character
names, likenesses and other elements referred to above (including, if
applicable, the names of actors, voice-over artists, and/or other elements
listed in this Schedule "l") are included within the definition of "Licensed
Elements" (i) only to the extent of WCW's ownership or control thereof, and (ii)
only as specifically depicted in and as part of the Program(s). Licensee
understands and acknowledges that nothing herein grants Licensee the right to
use sound bites, voices, music, or other audio effects from the Program(s). If
Licensee wishes to use any such elements, Licensee must separately procure the
necessary rights, and any rights, clearance or related fees arising from same
shall be at Licensee's sole expense. WCW reserves the right to amend the list of
Licensed Elements from time to time to keep the list current with WCW licensing
rights.

PROGRAM(S)                           LICENSED ELEMENTS
----------                           -----------------
WORLD CHAMPIONSHIP WRESTLING         All WCW & NWO Logos
                                     All WCW & NWO Slogans
                                     Adams, Brian
                                     Adams, Chris
                                     Armstrong, Brad
                                     Anderson, Am (BC)
                                     Anvil
                                     Bagwell, Marcus
                                     Barbarian (Faces of Fear)
                                     Beautiful Bobby
                                     Benoit, Chris
                                     Ray Traylor
                                     Bischoff, Eric
                                     Black Magic
                                     Black Top Bulley
                                     Bloom, Wayne
                                     Booty Man
                                     British Bulldog - (Davey Boy Smith)
                                     Cobra
                                     Cyclope
                                     Damien
                                     Dibiase, Ted (Announcer)
                                     Dillion, JJ (BC)
                                     Disco Inferno
                                     Dusty Rhodes (Announcer)
                                     El Dandy
                                     Elizabeth, Miss
                                     Flair, Rick
                                     Fortune, Chad
                                     Gambler
                                     Garza, Hector
                                     Giant
                                     Glacier
                                     Goldberg, Bill
                                     Gorgeous, George
                                     Guerrera, Juventud
                                     Guerrero, Chao Jr.
                                     Guerrero, Eddie
                                     Hacksaw Jim Dugan

<PAGE>   5

                                      Hall, Scott
                                      Harlem Heat - Booker T.
                                      Harlem Heat - Stevie Ray
                                      Hart, Bret "The Hitman"
                                      Hart, Jimmy (Manager)
                                      Heenan, Bobby (Announcer)
                                      Hennig, Curt
                                      High Voltage - Kaos
                                      High Voltage - Ruckus
                                      Hollywood, Johnny
                                      Hogan, Hulk
                                      Horowitz, Barry
                                      Horshu
                                      Hudson, Scott (Announcer)
                                      Jannetty, Marty
                                      Jericho, Chris
                                      Kelly, Kevin
                                      Kidman, Billy
                                      Kimberly (Diamond Doll)
                                      Konnan -
                                      La Parka
                                      Lex Lugar "The Total Package"
                                      Lizmark, Jr.
                                      Long, Teddy - (Manager)
                                      Malenko, Dean -
                                      Mally, Craig  -
                                      Marshall, Lee (Announcer)
                                      Martel, Rick
                                      McMichael, Steve
                                      Meng (Faces of Fear)
                                      Miller, Ernest -
                                      Minton, Chip -
                                      Vandenberg, James (Manager)
                                      Morris, Hugh
                                      Mortis
                                      Mr. Wonderful - Paul Ordndorff (BC)
                                      Mysterio, Rey
                                      Nagata, Yuji
                                      Nash, Kevin
                                      Nitro Girls - Chae An
                                      Nitro Girls - Tayo Reed
                                      Nitro Girls - Melissa Bellin
                                      Nitro Girls - Teri Byrne
                                      Nitro Girls - Amy Crawford
                                      Nitro Girls - Rebecca Curci
                                      Nord, John
                                      Norton, Scott
                                      Okerlund, Mean Gene (Announcer)
                                      Onoo, Sonny (Manager)
                                      Page, Diamond Dallas
                                      Poffo, Lanny
                                      Prince Iaukea
                                      Psychosis
                                      Public Enemy - Johnny Grunge
                                      Public Enemy - Rocco Rock
                                      Queen Debra
                                      Raven

<PAGE>   6

                                              Renegade
                                              Riggs, Scotty
                                              Roberts, Bobby
                                              Rough and Ready
                                              Rude, Ravishing Rick (Announcer)
                                              Saturn
                                              Savage, Randy "Macho Man"
                                              Schiavone, Tony (Announcer)
                                              Sick Boy
                                              Silver King
                                              Steiner, Rick
                                              Steiner, Scott
                                              Sting
                                              Studd, Ron
                                              Sullivan, Kevin (BC)
                                              Super Calo
                                              Tenay, Mike (Announcer)
                                              Torborg, Dale
                                              Taylor, Terry (BC)
                                              Ultimo Dragon
                                              Van Hammer
                                              Villano IV
                                              Villano V
                                              Wallstreet, Michael
                                              Windham, Kendall
                                              Wrath
                                              Wright, Alex
                                              Zbyszko, Larry (Announcer)
















<PAGE>   7














                                   EXHIBIT "A"
                                -----------------


                         MERCHANDISING LICENSE AGREEMENT

                          STANDARD TERMS AND CONDITIONS

These Standard Terms and Conditions shall be deemed fully incorporated in the
License Agreement ("Underlying Agreement") to which this Exhibit "A" is
attached, and these Standard Terms and Conditions and the Underlying Agreement
shall hereinafter be collectively referred to as the "Agreement." All terms
shall, unless expressly provided to the contrary herein, have the same
respective meanings as set forth in the Underlying Agreement. Unless expressly
provided to the contrary herein, to the extent that any provision of these
Standard Terms and Conditions conflicts with any provision of the Underlying
Agreement, the Underlying Agreement shall control.

A-1     LICENSE

WCW hereby grants to Licensee, and Licensee hereby accepts, a license to utilize
the Licensed Elements upon or in connection with the Authorized Articles, for
the purpose of the manufacture, distribution, advertising, promotion and sale of
the Authorized Articles in the Licensed Territory during the License Period,
upon and subject to all of the terms and conditions of this Agreement. Any and
all rights not expressly granted to Licensee hereunder are expressly reserved by
WCW and may be exercised and exploited freely by WCW at any time, and Licensee
covenants and agrees that it shall not exercise, or authorize or permit others
to exercise, any rights with respect to the Licensed Elements other than the
limited and specific rights licensed hereunder. It is understood that the
license granted hereunder relates to the sale of Authorized Articles and does
not grant Licensee any rights with respect to the use of the Licensed Elements
in connection with premium promotions or other giveaways.

A-2     PAYMENT AND ACCOUNTINGS

    (a) Royalty. Licensee shall pay to WCW a royalty as specified in the
Underlying Agreement with respect to all Net Sales of Authorized Articles. "Net
Sales" shall mean gross sales by Licensee or any of its affiliated, associated
or subsidiary companies, without any deductions whatsoever (including, without
limitation, freight, taxes, uncollectible accounts, manufacturing, distribution,
advertising, marketing or promotion costs with the exception of trade quantity
discounts only), except for actual returns. Credit against sales shall be
allowed only for actual returns and shall not be allowed on the basis of an
accrual or reserve system. Net Sales for each Authorized Article shall be
computed on no less than Licensee's regular, full, "top-of-the-line" gross
wholesale invoice price calculated at source in the Licensed Territory, based
upon the usual billing price for items sold in the normal course of business
("Royalty Base Price"). The foregoing royalty shall be payable on all Authorized
Articles distributed by Licensee, including Authorized Articles not billed,
except for a reasonable number of samples which may be given away to the trade
in the normal course of business.

    (b) Advance and Guarantee. Licensee shall pay to WCW the Advance and
Guarantee in accordance with the payment schedule specified in the Underlying
Agreement. The Advance and installments of the balance of the Guarantee
constitute a non-refundable advance against royalties to be earned as provided
above. The total Guarantee shall be deemed accrued to WCW's account as of the
date of this Agreement.

    (c) Monthly Statements. Not later than thirty (30) days after the initial
shipment of the Authorized Articles and promptly on the 15th day of every month
thereafter during the License Period, Licensee shall furnish to WCW complete and
accurate statements (certified to be accurate by Licensee) showing the product
and style number, description, unit sales, Royalty Base Price, gross sales and
Net Sales of each and every Authorized Article covered by this Agreement. All
statements shall be prepared by Licensee utilizing the form attached as Exhibit
"B" hereto and incorporated by reference, as said form may be revised from time
to time by WCW. Royalty reports shall be prepared separately for each country
within the Licensed Territory, and shall include a product sales breakdown by
style number, which indicates clearly which of the Licensed Elements were
utilized in connection with each Authorized Article, including a breakdown for
each Licensed Element, by character. Reporting will be completed in such a
manner, and in sufficient detail, to enable WCW to separate royalties by the
respective elements used; including, without limitation, the contract number
present in the upper left-hand corner of the first page of this contract.


<PAGE>   8

   (d) Royalty Payments. Royalty payments due hereunder shall be paid not later
than thirty (30) days after the end of each calendar month and such payments
shall accompany the statements required above. Licensee shall also include the
contract number, present in the upper left-hand corner of the first page of this
contract, on the face of the royalty check. If the License Period is extended
beyond the term specified in Paragraph 4 of the Underlying Agreement, royalty
payments which exceed the total Guarantee shall not be credited toward any
similar guarantee which is payable with respect to the extension period. All
payments shall be in U.S. funds. Licensee shall pay, and hold WCW forever
harmless from, all taxes, customs, duties, levies, imposts or any other charges
now or hereafter imposed or based upon the manufacture, delivery, license, sale,
possession or use hereunder to or by Licensee of the Authorized Articles or the
Licensed Elements (including but not limited to sales, use, inventory, income
and value added taxes on sales of Authorized Articles), which charges shall not
be deducted from WCW's royalties. All monies payable to or received by Licensee
from the exploitation of the rights granted herein shall be held by Licensee in
trust for WCW's account to the extent of WCW's entitlement to such monies as set
forth in this Agreement.

     (e) Timeliness. All payments hereunder shall be made to WCW (or its
authorized representative) at the address set forth in the Underlying Agreement
within the time and in the manner specified herein, it being intended and agreed
that the time within which Licensee is required to make payment in accordance
with the terms hereof is of the essence of this Agreement and any failure so to
do on the part of Licensee shall constitute an event of default hereunder in
accordance with Paragraph A- 13 below. In addition to any other rights WCW may
have in the event of such a default, Licensee agrees to pay interest to WCW on
any sums which have not been received by WCW within thirty (30) days following
the due date. Such interest shall accrue from said date and shall be payable at
the rate of two percent (2%) over the prime rate as published in the Wall Street
Journal on the date the payment is due or the maximum rate allowed by law.

A-3  BOOKS AND RECORDS

Licensee shall keep accurate books of account and records in a form meeting the
generally accepted standards of the profession of certified public accountants
covering all transactions relating to the license hereby granted, and WCW and
its authorized representatives shall have the right at all reasonable business
hours, and upon reasonable notice, to examine and audit said books of account
and records and all other documents and materials in the possession or under the
control of Licensee with respect to the subject matter and terms of this
Agreement, and shall have free and full access thereto for said purposes and for
the purpose of taking extracts therefrom. Upon demand of WCW, but not more than
twice per calendar year, Licensee shall at its own expense furnish to WCW a
detailed statement prepared by an independent certified public accountant, or
certified to be accurate by a duly authorized official of Licensee, showing the
product and style number, description, Net Sales, itemized deductions from Net
Sales and Royalty Base Price of the Authorized Articles distributed and/or sold
by Licensee to the date of WCW's demand. If an audit reveals that Licensee has
misrepresented or underreported any item bearing upon the royalties or other
compensation due or payable to WCW, then, in addition to recomputing and making
immediate payment of the sums due based on the true items together with interest
thereon at the rate at which WCW is entitled to borrow from its principal
lending institution (after giving effect to compensating balance requirements
and any commitment fees), Licensee shall pay costs and expenses incurred by WCW
for the audit and checking and attorney's fees incurred by WCW in connection
therewith or in connection with enforcing the collection thereof if the
difference between the actual sums due hereunder is in excess of three percent
(3 %) of the sums previously paid. All books of account and records shall be
kept available for at least three (3) years after the termination of this
license in Licensee's principle place of business.

A-4  EXCLUSIVITY

     (a)(i) If, and only if, the Underlying Agreement specifies that Licensee's
license hereunder is exclusive, WCW shall not, except as otherwise provided
herein, grant any other licenses effective during the License Period for the use
of the Licensed Elements in connection with the manufacture, distribution and
sale, in the Licensed Territory, of the Authorized Articles as expressly
described in the Underlying Agreement. Notwithstanding the foregoing, nothing in
this Agreement shall be construed to prevent WCW from granting any licenses for
the use of the Licensed Elements other than as provided herein, or from
utilizing the Licensed Elements in any manner whatsoever other than as provided
herein, regardless of the extent to which such use or utilization may be
competitive with the license granted hereunder.

(ii) If the Underlying Agreement specifies that Licensee's license hereunder
is non-exclusive, then WCW shall be free to utilize, or to grant any licenses to
third parties to utilize, the Licensed Elements in any manner for any purposes
whatsoever.

     (b) In all cases, WCW expressly reserves all rights whatsoever relating to
the promotion, sale and other exploitation of Authorized Articles at (i) the MGM
Grand Hotel/Casino complex in Las Vegas, Nevada, and (ii) concert halls, arena
shows, circuses, stadiums, theaters, theme parks and all other public
performance venues at which television programs or motion pictures 


<PAGE>   9

containing elements included in the Licensed Elements or derivative works (e.g.,
concerts, musicals and other stage plays, motion picture sequels, audio-visual
performances, etc.) based thereon are exhibited or performed, and (iii) retail
outlets or any other facilities owned, operated or controlled by WCW (or its
parent, subsidiaries or affiliates), and (iv) catalogs or similar direct mad
sales publications featuring WCW products published by WCW (or its parent,
subsidiaries, or affiliates). The foregoing venues, retail outlets, other
facilities, and catalogs are collectively referred to herein as "WCW Venues".
Licensee acknowledges that WCW Venues are expressly excluded from the Licensed
Territory and that Licensee has not been granted any rights with respect to the
exploitation of Authorized Articles at WCW Venues, it being understood that WCW
may itself exercise such rights or grant others licenses for the manufacture and
distribution of Authorized Articles for sale or other exploitation at WCW
Venues.

    (c) WCW reserves the right to permit distribution of stock on hand or in
process as of termination or expiration of prior licenses, even if the exercise
of said rights may conflict with those rights granted Licensee hereunder.

A-5    QUALITY OF MERCHANDISE

    (a) The Authorized Articles shall be of high standard and of such style,
appearance and quality as to be adequate and suited to their exploitation to the
best advantage and to the protection and enhancement of the Licensed Elements
and the good will pertaining thereto. The Authorized Articles shall be
manufactured, sold, distributed, promoted and advertised in accordance with all
applicable governmental, regulatory, professional and industry-wide codes,
statutes, rules and regulations.

    (b) Licensee shall submit to WCW and WCW shall have absolute approval of the
Authorized Articles, and the cartons, containers, and advertising, promotional,
packaging and wrapping materials bearing any Licensed Elements ("Collateral
Materials") at all stages of the development and application thereof. Licensee
may not manufacture, use, sell, advertise, promote, or distribute any Authorized
Articles or Collateral Materials until and unless Licensee has received WCW's
prior written approval. Any and all items submitted by Licensee to WCW pursuant
to this Paragraph A-5 shall be at Licensee's expense and shall clearly indicate
the contract number associated with each such submission. After each Authorized
Article or Collateral Material has been finally approved pursuant to this
Paragraph, Licensee shall not depart therefrom in any material respect without
first submitting to WCW a prototype, layout or sample of the modified article or
material and obtaining WCW's prior written consent to such modification. Any
such approval by WCW shall not constitute waiver of WCW's rights or Licensee's
duties under any provision of this Agreement.

    (c) Any item submitted to WCW shall not be deemed approved unless and until
WCW has approved it in writing; provided, however that if Licensee submits an
item to WCW using a method of providing evidence of receipt (e.g. certified
mail, Federal Express, etc.) then such item, if not disapproved by WCW within
fourteen (14) business days of its receipt thereof, shall be deemed approved.

    (d) At the time of first distribution of each Authorized Article, Licensee
shall submit to WCW twelve (12) samples of each such item to WCW and a royalty
shall not be payable on such samples. Upon WCW's annual written request
thereafter, Licensee shall furnish without cost to WCW twelve (12) additional
random samples of each Authorized Article being distributed by Licensee
hereunder, together with any cartons, containers and packing and wrapping
material used in connection with such distribution for quality control by WCW.
It being agreed that WCW shall have the right, if quality problems are
encountered as a result of the examination of samples, to take such additional
samples as frequently as WCW in its sole discretion deems desirable in an effort
to assure that proper quality control has been established. Moreover, WCW shall
have the right to have its representatives visit the plant or plants where the
Authorized Articles are produced and where the Collateral Materials and the like
are printed or produced in order to determine whether or not proper quality
controls are being exercised.

    (e) In the event Licensee is not the manufacturer of the Authorized
Articles, Licensee shall, subject to WCW's prior written consent, be entitled to
engage a third party manufacturer to make and produce the Authorized Articles
exclusively for Licensee, provided that Licensee will obtain from such
manufacturer and deliver to WCW a duly executed letter in the form contained in
Exhibit "C" hereto. The use by Licensee of any such manufacturer shall not
affect Licensee's obligations hereunder and Licensee shall be responsible for
ensuring that such manufacturer complies with the provisions of this Agreement.

A-6    LABELING

    (a) As a condition to WCW's authorization of the public distribution of
items bearing reproductions of the Licensed Elements, including, without
limitation, Authorized Articles sold under this license and advertising,
promotional and display material therefor, all such items shall bear copyright
and trademark notices as set forth in Paragraph 11 of the Underlying Agreement
as well as any other legal notices which WCW may from time to time reasonably
direct.


<PAGE>   10

    (b) In the event that any Authorized Article is marketed in a carton,
container and/or packing or wrapping material employing the Licensed Elements,
such notice shall also appear upon the said carton, container and/or packing or
wrapping material. Each and every tag, label, imprint or other device containing
any such notice and all advertising, promotional or display material bearing the
Licensed Elements shall be submitted by Licensee to WCW for its written approval
prior to use by Licensee in accordance with Paragraph A-5 above. Any such
approval by WCW shall not constitute waiver of WCW's rights or Licensee's duties
under any provision of this Agreement.

A-7    TECHNICAL AND PROMOTIONAL MATERIAL

WCW reserves the right to require Licensee to pay for film footage or other
technical materials which Licensee may requests for which WCW from time to time
might charge. All technical materials involving the Licensed Elements or any
reproduction thereof, notwithstanding their invention, creation or use by
Licensee, shall be and remain the property of WCW, and WCW shall be entitled to
use same and to license the use of same by others provided such use does not
conflict with the terms of this Agreement. "Technical materials" shall mean all
artwork and designs, pictures, separations, textual material, screens, films,
proofs and any and all materials used in the creation, production and/or
reproduction of the Authorized Articles.

A-8    DISTRIBUTION

    (a) Commencing not later than the Marketing Date specified in the Underlying
Agreement, and thereafter during the License Period (including any extensions
thereof), Licensee shall diligently and continuously manufacture, sell,
distribute and promote Authorized Articles in interstate commerce throughout the
Licensed Territory and Licensee shall make and maintain adequate arrangements
for the distribution of the Authorized Articles. Licensee's failure (except as
otherwise provided herein) to commence in good faith to manufacture and
distribute in substantial commercial quantities any of the Authorized Articles
on or before the Marketing Date and to continue during the License Period
diligently and continuously to manufacture, sell, distribute and promote each
such Authorized Article throughout the Licensed Territory will result in
immediate damage to WCW. In such a case, in addition to all other remedies
available to it hereunder, WCW may remove from this Agreement any Licensed
Elements listed in the Underlying Agreement or any article or class or category
of articles included within the definition of Authorized Articles which is not
so diligently and continuously used by Licensee for a period of three (3)
consecutive months, by giving thirty (30) days' written notice to Licensee.

    (b) Unless expressly provided herein otherwise, Licensee shall not, without
the express prior written consent of WCW, permit the distribution or other
marketing of any Authorized Articles on an F.O.B. or L.C. basis (as those terms
are commonly understood in the international merchandising business). All
Authorized Articles distributed or marketed (as subject to WCW's prior written
approval) on an F.O.B. or L.C. basis will be subject to a Royalty Rate in the
amount of one and one-half (1 1/2%) percent over the Royalty Rate indicated in
the Underlying Agreement.

    (c) Licensee shall sell to WCW such quantities of the Authorized Articles as
WCW shall request at as low a rate and on as favorable terms as Licensee sells
similar quantities of the Authorized Articles to the general trade.

A-9    GOODWILL AND PUBLICITY

     (a) Licensee acknowledges that particular and substantial good will values
 are associated with the Licensed Elements and that said Licensed Elements and
 names and all rights therein and good will pertaining thereto belong
 exclusively to WCW. Licensee further acknowledges that said Licensed Elements
 and names have secondary meanings in the mind of the public and that the value
 thereof cannot readily be fixed in amounts or sums of money. Licensee shall not
 by any act or omission jeopardize such good will, and any good will developed
 hereunder shall accrue to the benefit of WCW. Licensee acknowledges the
 necessity of protecting WCW's name, copyrights and trademarks generally and
 specifically to conserve the good will and good name of WCW and the Licensed
 Elements, and the right of WCW to supervise or intervene in the activities of
 Licensee in connection therewith.

    (b) WCW shall have the right, but shall not be under any obligation, to use
the Licensed Elements and/or the name of Licensee so as to give the Licensed
Elements, Licensee, WCW and/or WCW's television programs and/or motion pictures
full and favorable prominence and publicity. WCW shall not be under any
obligation whatsoever to broadcast or exhibit, or to continue broadcasting or
exhibiting, any television program or motion picture or use the Licensed
Elements or any person, character, symbol, design or likeness or visual
representation thereof in any medium, nor shall WCW be restricted in any way
whatsoever from producing and distributing derivative works which contain or are
derived from the Licensed Elements or any element or component part thereof.

<PAGE>   11

A-10    WARRANTIES AND REPRESENTATIONS

    (a) By WCW. WCW has the right and power to enter into and perform this
Agreement, and has taken all steps necessary and appropriate to authorize the
execution and performance hereof. WCW owns or controls all rights necessary to
grant Licensee the rights granted to it hereunder.

    (b) By Licensee. Licensee has the right and power to enter into and perform
this Agreement, and has taken all steps necessary and appropriate to authorize
the execution and performance hereof. Licensee will not act in any manner that
is inconsistent with the provisions hereof.

A-11    INDEMNIFICATION AND INSURANCE

Subject to the full performance by Licensee of all of its obligations hereunder,
WCW hereby indemnifies Licensee and undertakes to defend Licensee against and
hold Licensee harmless from all claims, suits, liabilities, losses, damages,
penalties, costs and expenses (including reasonable attorneys fees) which may be
suffered by or obtained against Licensee arising solely out of the use by
Licensee of the Licensed Elements in strict accordance with this Agreement.
Licensee hereby indemnifies WCW and undertakes to defend WCW against and hold
WCW harmless from any and all claims, suits, liabilities, losses, damages,
penalties, costs and expenses (including reasonable attorneys fees, which may
include, without limitation, an allocation for in-house counsel) of any nature
which may be suffered by or obtained against WCW arising from (i) any allegedly
unauthorized use of any patent, design, mark, process, idea, method or device by
Licensee (none of the same being included in the Licensed Elements) in
connection with the Authorized Articles or any other alleged action or omission
by Licensee constituting a breach by Licensee of any term or provision of, or
representation, warranty, covenant or agreement made by Licensee under, this
Agreement, and (ii) alleged defects in the Authorized Articles, any alleged
inadequacy or failure to perform any agreement or render any service, or
personal damages or injury resulting from the use of the Authorized Articles.
Licensee shall obtain, at its own expense, a comprehensive general liability
insurance policy for the entire License Period (including any extensions
thereof) including coverage for contractual liability (applying to the terms and
conditions of this Agreement), product liability, personal injury liability and
advertiser's liability, and including a vendor's liability endorsement in favor
of WCW. Said policy shall be written by a recognized insurance company which has
qualified to do business in the State of California, the State of New York and
the State of Georgia, or which has an A. M. Best Company rating of "B" or better
in the latest edition of Best's Insurance Guide and Key Ratings, and shall
provide for minimum combined single limit of liability coverage of not less than
$3,000,000 for each occurrence. As proof of such insurance, fully paid
certificates of insurance naming WCW as an insured party will be submitted by
Licensee for WCW's prior approval before any Authorized Articles are
distributed, advertised or sold, and at the latest within thirty (30) days after
the commencement of the License Period: World Championship Wrestling, Inc., One
CNN Center, Box 105366, Atlanta, GA 30348-5366, Attn: Director of Risk
Management. Any proposed change in such certificates of insurance shall be
submitted to WCW for its prior approval, and Licensee shall furnish WCW with a
copy of the then prevailing certificate of insurance. For purposes of Licensee's
indemnity and insurance policy coverage under this Paragraph, "WCW" shall also
include the officers, directors, shareholders, agents and employees of WCV and
its Related Entities, as well as any person(s) the use of whose name or likeness
may be licensed hereunder.

A-12    PROTECTION OF WCW'S RIGHTS

    (a) Licensee acknowledges that WCW owns or controls the copyrighted works
which underlie this license and Licensee shall not during the term hereof or
thereafter attack the rights of WCW in the Licensed Elements or any trademarks
based thereon, regardless of the basis of such attack and regardless of whether
the same relates to tide or validity. Licensee shall at no time use or authorize
the use of any trademark, trade name or other designation identical with or
confusingly or colorably similar to the Licensed Elements.

    (b) Licensee shall cooperate fully and in good faith with WCW for the
purpose of securing and preserving rights of WCW (or any grantor of WCW) in and
to the Licensed Elements. WCW may commence or prosecute any claims or suits in
its own name or in the name of Licensee or join Licensee as a party thereto.
Licensee shall immediately notify WCW in writing of any infringements or
imitations by others of the Licensed Elements on articles similar to those
covered by this Agreement, and WCW shall have the sole right to determine
whether or not any action shall be taken on account of any such infringements or
imitations. Licensee shall not institute any suit or take any actions on account
of any such infringements or imitations without first obtaining the written
consent of WCW so to do.

    (c) Licensee shall utilize all necessary and adequate security measures to
prevent the loss, theft, destruction or unauthorized exploitation of the
technical materials and/or Licensed Elements delivered to Licensee, and Licensee
shall immediately report to WCW any such loss, theft, destruction or
unauthorized exploitation upon its gaining knowledge thereof. Upon the
expiration of the 


<PAGE>   12

License Period (or earlier termination of this Agreement) Licensee shall, at
WCW's election, either erase or destroy all technical and advertising materials
relating to the Authorized Articles and provide WCW with satisfactory proof of
such erasure or destruction, or deliver such material to WCW via such method as
WCW specifies, on a charges collect basis.

    (d) Licensee will be deemed to have simultaneously assigned, transferred and
conveyed to WCW any trade rights, trademark, service mark or copyright,
equities, good will, titles or other rights in and to the Licensed Elements,
including any copyright in an article derived from the Licensed Elements, which
may have been obtained or created by Licensee during the term hereof pursuant to
any endeavors covered hereby. Any such assignment, transfer or conveyance shall
be made without other consideration than the mutual covenants and considerations
of this Agreement. If any materials bearing the Licensed Elements (or any
element or component part thereof) utilized by Licensee hereunder on or in
connection with the Authorized Articles were not created or owned by WCW, it is
an essential condition of this Agreement that Licensee shall do all that is
necessary to ensure that such materials achieve copyright protection and that
valid title to such copyright is, at the earliest possible moment, transferred
to WCW. To this end, Licensee shall, among other things, enter into a contract
with anyone not directly in its employ who creates such materials bearing the
Licensed Elements, or any element or component part thereof, which states that
such materials are created as works made for hire, as such term is defined in
the U.S. Copyright Act, 17 U.S.C. ss. 101 et seg., or otherwise contractually
bind such person to execute all such documents as may be necessary to transfer
valid title in the copyright in such materials to WCW and shall arrange for the
execution of such documents and their transmittal to WCW at the earliest
possible moment.

    (e) No later than thirty (30) days following the date of the first
interstate shipment by Licensee of each Authorized Article, Licensee shall
provide WCW, free of cost, with sufficient evidence of the date of first
shipment of the Authorized Article in interstate commerce and a description of
the use of the Licensed Elements in relation to the Authorized Article along
with identical samples of each such Authorized Article including packaging. Such
evidence and sample shall be sent to WCW at its address at World Championship
Wrestling, Inc., c/o Legal Department - Domestic Trademarks, One CNN Center,
Atlanta, Georgia 30303.

    (f) Licensee shall fully cooperate with WCW in undertaking the registration
of any copyright, trademark, service mark or other intellectual property
registration or filing with respect to the Licensed Elements and/or Authorized
Articles as requested by WCW in writing, and all such registrations shall be in
WCW's name (or such other name as WCW designates). Such registration shall be
handled by attorneys selected or approved by WCW. In the event of any
registration relating to the Licensed Elements by Licensee in its own name or
that of any third party, such registration shall be (i) deemed to be for WCW's
benefit and (ii) held in trust for WCW by Licensee, and (iii) Licensee shall
bear all costs, expenses, damages and loss occasioned by such unauthorized
registration and/or WCW's correction of same.

    (g) Licensee shall execute and deliver to WCW, in such form as WCW shall
reasonably request, any and all documents which may be necessary or desirable to
assist WCW in recording Licensee as a registered user of the Licensed Elements
(as trademark and/or servicemark) in the Licensed Territory, if appropriate.
Upon or after the expiration or termination of this Agreement, Licensee shall
execute and deliver to WCW, in such form as WCW shall reasonably request, any
and all documents which may be necessary or desirable to cancel the recordation
of Licensee as a registered user of the Licensed Elements in the Licensed
Territory; provided, however, that if WCW elects first to complete the
recordation of Licensee as a registered user, Licensee shall also provide any
and all documents which may be necessary or desirable to achieve this purpose.

    (h) Licensee shall not commingle on Authorized Articles manufactured
hereunder (or in the advertising and promotion thereof) names, characters and/or
likenesses from any individual motion picture or television program which are
included in the Licensed Elements with those associated with any other motion
picture or television program (whether or not containing elements included in
the Licensed Elements) without WCW's prior written consent.

    (i) WCW may, in its absolute discretion, withdraw any element of the
Licensed Elements, or any component part thereof, from the terms of this
Agreement if WCW determines that the exploitation thereof hereunder would or
might violate or infringe or reasonably tend to violate or infringe the
copyright, trademark or other rights of third parties, or subject WCW to any
liability, or violate any law, court order, government regulation or other
ruling of any governmental agency, or if, on account of the expiration or sooner
termination of an agreement between WCW and a third party from whom WCW has
obtained certain underlying rights relating to the exploitation of the Licensed
Elements hereunder or otherwise, WCW shall no longer have the right to act in
the capacity herein contemplated on behalf of any third party or parties, or if
WCW determines that it cannot adequately protect its rights in the Licensed
Elements under the copyright, trademark or other laws of the Licensed Territory;
provided, however, that in the event of any such withdrawal, WCW shall reimburse
Licensee its actual, out-of-pocket cost of any Authorized Articles (bearing such
withdrawn Licensed Element) which were produced, but not sold, prior to
Licensee's receipt of notice of such withdrawal. Any such withdrawal shall not
constitute grounds for termination of this Agreement unless all elements and
component parts of the Licensed Elements are simultaneously withdrawn by WCW.


<PAGE>   13

A-13    DEFAULT

The following shall be events of default hereunder: if Licensee (i) becomes the
subject of any bankruptcy proceeding, becomes insolvent, makes an assignment for
the benefit of its creditors, or a receiver, liquidator or trustee is appointed
for its affairs, (ii) breaches any other agreement with WCW, (iii) fails to make
payment of royalties, Guarantee(s) and/or any other sums payable to WCW pursuant
to this Agreement when due or fails to perform any of its other material
obligations hereunder or otherwise breaches any representation, warranty,
covenant or agreement referred to or contained in this Agreement, and does not
fully cure such failure or breach within ten (10) business days after receipt of
written notice thereof from WCW, in the case of failure to make payments, or
within fifteen (15) business days in the case of other failure or breach, (iv)
discontinues its business or loses any license or authorization required to
permit Licensee to perform fully its obligations hereunder pursuant to an action
of any duly constituted governmental, judicial or legislative authority. Upon
any default, WCW may, in addition and without prejudice to any other rights it
may have, terminate this Agreement, in which event the entire unpaid balance of
all royalties and Guarantees accrued to WCW's account hereunder shall
immediately become due and payable. In the event this Agreement is so
terminated, Licensee, its receivers, representatives, trustees, agents,
administrators, successors, and/or assigns shall not have the right to sell,
exploit or in any way deal with or in any Authorized Articles or any carton,
container, packing or wrapping material, advertising, promotional or display
materials pertaining thereto, except with and under the special consent and
instructions of WCW in writing, which they shall be obligated to follow.

A-14    FORCE MAJEURE

This license shall terminate in the event that any act of God, fire, flood,
public disaster, or any action, rule, regulation, requirement or order of any
governmental authority or any other cause or reason beyond the control of the
parties renders performance impossible and one party so informs the other in
writing of such causes and its desire to be so released. In such event, all
royalties on sales theretofore made shall become immediately due and payable and
neither the Guarantee nor any portion thereof shall be repayable.

A-15    EFFECT OF TERMINATION OR EXPIRATION

Upon and after the expiration or sooner termination of this license, (a) all
rights licensed to Licensee hereunder shall forthwith revert to WCW, (b) if the
Underlying Agreement specifies that the license granted hereunder is an
exclusive license, WCW shall be free to license others to use the Licensed
Elements in connection with the manufacture, sale, distribution and promotion of
the Authorized Articles in the Licensed Territory (it being acknowledged that
WCW has the full and complete right so to do during the License Period if the
license granted hereunder is a non-exclusive license), and (c) Licensee shall
refrain from further use of the Licensed Elements or any further reference,
direct or indirect, thereto or to anything deemed by WCW to be similar to the
Licensed Elements, in connection with the manufacture, sale, distribution or
promotion of Licensee's products, except as permitted in Paragraph A-17 below.
It shall not be a violation of any right of Licensee if WCW should at any time
during the License Period enter into negotiations with another to license use of
the Licensed Elements in respect of the Authorized Articles within the Licensed
Territory provided that, in the event that the license granted to Licensee
hereunder is an exclusive license, it is contemplated that such prospective
license shall commence after termination of this Agreement. In the event of any
termination hereunder, no monies or other consideration which WCW may receive in
respect of any licenses of the Licensed Elements within or outside the Licensed
Territory shall be deemed in mitigation of, or be otherwise offset, credited or
applied against, any sums payable to WCW pursuant to this Agreement.

A-16    FINAL STATEMENT

Ninety (90) days before the expiration of the License Period, and, in the event
of its sooner termination, ten (10) business days after receipt of notice of
termination, a statement showing the number and description of Authorized
Articles on hand or in process shall be furnished by Licensee to WCW. WCW shall
have the right to take a physical inventory to ascertain or verify such
inventory and statement. Refusal by Licensee to submit to such physical
inventory by WCW and/or failure by Licensee to render the final statement as and
when required by this provision, shall result in a forfeiture by Licensee of
Licensee's right to dispose of its inventory (as provided by the next paragraph
hereof), WCW retaining all other legal and equitable rights WCW may have in the
circumstances.

A-17   DISPOSAL OF INVENTORY

    (a) Licensee shall not at any time manufacture Authorized Articles in excess
of those reasonably anticipated to meet normal customer requirements. Provided
that Licensee is in compliance with the foregoing, after termination or
expiration of the license 


<PAGE>   14

under the provisions hereof, Licensee, except as otherwise provided in this
Agreement, may dispose of Authorized Articles which are on hand or in process at
the time notice of termination is received or upon the expiration date, whatever
the case may be, during the sell-off period indicated in the Underlying
Agreement, on a non-exclusive basis, provided Guarantee and royalty payments are
up-to-date for the current period and payments and statements are made and
furnished for that period in accordance with Paragraph A-2 above. Licensee shall
not be authorized to dispose of such excess inventory to the extent that it
exceeds ten percent (10%) of the total number of Authorized Articles sold during
the License Period, without WCW's prior written consent. Notwithstanding
anything to the contrary herein, Licensee shall not manufacture, sell or dispose
of any Authorized Articles after any expiration or termination of this license
based on the failure of Licensee to affix notice of copyright, trademark or
servicemark registration or any other notice to the Authorized Articles,
cartons, containers or packing or wrapping material or advertising, promotional
or display material or because of the departure by Licensee from the quality and
style approved by WCW pursuant to Paragraph A-5 above. All applicable royalties
shall be paid on Authorized Articles sold during the sell-off period within
fifteen (15) days following the expiration of said sell-off period. Any
Authorized Articles which have not been sold as of the expiration of the
sell-off period shall, at WCW's election, be delivered to WCW or destroyed.

    (b) Licensee acknowledges that its failure (except as otherwise provided
herein) to cease the manufacture, sale, distribution or promotion of the
Authorized Articles or any class or category thereof after the termination or
expiration of this Agreement or any portion thereof will result in immediate and
irremediable damage to WCW and to the rights of any subsequent licensee.
Licensee acknowledges and admits that there is no adequate remedy at law for
such failure to cease manufacture, sale, distribution or promotion, and Licensee
agrees that in the event of such failure, WCW shall be entitled to equitable
relief by way of temporary and permanent injunctions and such other and further
relief as any court with jurisdiction may deem just and proper, other provisions
to the contrary elsewhere herein notwithstanding.

A-18    ASSIGNMENT

WCW reserves the right to assign this Agreement to any third party and to
hypothecate or pledge this Agreement as collateral for any purpose. In the event
of any such assignment, Licensee shall pay the royalties and Guarantees due
hereunder as directed by WCW. This Agreement shall be binding upon and shall
inure to the benefit of the successors and assigns of WCW. The license herein
granted is personal to Licensee and this Agreement may not be assigned,
transferred, sublicensed, pledged, mortgaged or otherwise encumbered, in whole
or in part, by Licensee either voluntarily or by operation of law or as part of
a merger, consolidation or otherwise without WCW's prior written consent, which
shall not be unreasonably withheld.

A-19     NOTICES

All notices, statements, accountings and other documents required to be given or
delivered hereunder shall be given in writing either by personal delivery
(including Federal Express & Airborne Express), by certified mail which delivery
is evidenced by a signed receipt, or by facsimile transmission unless otherwise
specified. Licensee's and WCW's respective addresses for notice purposes shall
be as set forth in the Underlying Agreement unless either party notifies the
other as provided herein that notices to such party should be sent to a
different address. All such notices shall be sufficiently given when the same
shall be deposited, so addressed, postage prepaid in the mail, or when the same
shall have been sent by facsimile transmission or personally delivered to the
recipient. The date of said facsimile transmission or personal delivery, or the
date which is three (3) business days following the date of said mailing, shall
be deemed to be the date of the giving of such notice, except statements and
payments to WCW hereunder and notice of change of address, which shall be deemed
effective only upon actual receipt thereof.

A-20     FURTHER DOCUMENTS

Licensee shall execute, verify, acknowledge, deliver and file any formal
assignments, recordations and any and all other documents which WCW may prepare
and reasonably call for to give effect to any of the provisions of this
Agreement. If Licensee fails so to do within ten (10) days after WCW requests
such execution, verification, acknowledgment, delivery or filing, Licensee
hereby irrevocably appoints WCW its attorney-in-fact (which appointment shall be
deemed a power coupled with an interest), with full powers of substitution and
delegation, to execute, verify, acknowledge and deliver any such assignments,
recordations and/or such other documents.


A-21    MISCELLANEOUS PROVISIONS

In the event any provision of this Agreement shall be found to be contrary to
any law or regulation of any federal, state or municipal administrative agency
or body, the other provisions of this Agreement shall not be affected thereby
but shall notwithstanding 


<PAGE>   15

continue in full force and effect. If any legal action or other proceeding is
brought for the enforcement of this Agreement or as a result of a breach,
default or misrepresentation in connection with any of the provisions of this
Agreement, the successful or prevailing party shall be entitled to recover
reasonable attorneys' fees and other costs incurred in such action or
proceeding, in addition to any other relief to which such party may be entitled.
No waiver by either party hereto of any breach or default by the other party
shall be construed to be a waiver of any other breach or default by such other
party. Resort to any remedies referred to herein shall not be construed as a
waiver of any other rights and remedies to which either party is entitled under
this Agreement or otherwise, nor shall an election to terminate be deemed an
election of remedies or a waiver of any claim for damages or otherwise. This
Agreement may not be altered or modified except in writing signed by the party
to be charged with such alteration or modification. This Agreement constitutes
the entire understanding between the parties with respect to the subject matter
hereof and all prior understandings, whether oral or written, have been merged
herein. Irrespective of the place of execution or performance, this Agreement
shall be governed, construed and enforced in accordance with the laws of the
State of Georgia applicable to agreements entered into and to be wholly
performed therein, and Licensee hereby consents to the exclusive jurisdiction of
the courts of the State of Georgia and United States courts located in the State
of Georgia in connection with any suit, action or proceeding brought by Licensee
arising out of or related in any manner to this Agreement. Licensee agrees that
the service of process by mail shall be effective service of same and that such
service shall have the same effect as personal service within the State of
Georgia and result in jurisdiction over Licensee in the appropriate forum in the
State of Georgia. Nothing herein contained shall constitute a partnership
between, or joint venture by, the parties hereto or constitute either party the
employee or agent of the other, and Licensee shall have no right or power to
obligate or bind WCW in any manner whatsoever. This Agreement is not for the
benefit of any third party and shall not be deemed to give any right or remedy
to any third party whether referred to herein or not. Paragraph headings as used
in this Agreement are for convenience only and are not a part hereof, and shall
not be used in any manner to interpret or otherwise modify any provision of this
Agreement. As used herein, the word "person" means any individual, firm,
partnership, association, corporation or other entity.

                      END OF STANDARD TERMS AND CONDITIONS
                    ---------------------------------------