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                                                                   Exhibit 10.1

[FOX LOGO]
                                                                    P.O. Box 900
                                            Beverly Hills, California 90213-0900
                                           Phone 310 369 2998 * Fax 310 369 4241

TWENTIETH CENTURY FOX
LICENSING & MERCHANDISING
A UNIT OF FOX FILMED ENTERTAINMENT

                       MERCHANDISING LICENSE AGREEMENT

                                                              No. 6723

Agreement dated as of July 15, 1997, between Twentieth Century Fox Licensing
and Merchandising, a unit of Fox Inc. ("Fox"), as Administrator for Twentieth
Century Fox Film Corporation ("Trademark Licensor"), and Littlefield, Adams and
Co., a New Jersey corporation ("Licensee").

                                  SCHEDULE

A. "PROPRIETARY SUBJECT MATTER": The "Proprietary Subject Matter": shall
consist of:

(1) artwork depicting one or more of the characters and other distinctive
creative elements appearing in the television series entitled "THE SIMPSONS"
{the "Property"); and (2) the title logo of the Property ("Trademark").

B. "LICENSED ARTICLES": The "Licensed Articles" shall consist of the following
apparel items, all utilizing the Proprietary Subject Matter:

1.     Long- and short-sleeved screenprinted and/or embroidered T-shirts made
of cotton and cotton/poly blends, in men's sizes S-XXL, women's sizes M-XXXL,
boys' sizes 6-20 and 4-16, and girls' sizes 7-14.

2.     Screenprinted and/or embroidered tank tops made of cotton, in men's
sizes S-XXL and boys' sizes 8-20 and 4-16.

3.     Sleeveless screenprinted and/or embroidered muscle shirts made of
cotton, in men's sizes S-XXL, boys's sizes 6-20 and 4-16, and women's sizes
M-XXXL.

4.     Long-sleeved screenprinted, embroidered and/or tapestry sweatshirts made
of cotton and cotton/poly blends, in men's sizes S-XXL, women's sizes M-XXXL,
boys' sizes 6-20 and 4-16, and girls' sizes 7-14.

5.     Screenprinted and/or embroidered underwear consisting of boxer shorts
made of cotton, in men's sizes S-XXL and boys's sizes 6-20 and 4-16.

6.     Unconstructed, screenprinted and/or embroidered shorts made of cotton,
in men's sizes S-XXL and boys's sizes 6-20 and 4-16.

C.  "DISTRIBUTION OUTLETS": The term "Distribution Outlets" shall mean the
market(s) in which Licensee is authorized to sell and/or distribute the
Licensed Articles and shall include national and regional "mass market" retail
outlets (such as K-Mart, Wal-Mart, Target, Hills, Ames and Caldor) and
"mid-tier" stores (such as Mervyn's, Sears, J.C. Penney and Montgomery Ward).

D.  "TERM":

1.  "Term":  The "Term" will commence on July 15, 1997 and expire on
December 31, 1999.

2.  "Earliest Commencement Date": Licensee agrees that it shall not sell or
offer to sell any Licensed Articles to the public (or permit any third party to
do so) earlier than August 1, 1997 ("Earliest Commencement Date").


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3.  "Latest Commencement Date": Subject to the limitations and conditions
contained in Paragraphs 2. and 11. of the Standard Terms and Conditions
attached hereto, Licensee agrees to commence in good faith to manufacture,
distribute and sell the Licensed Articles on or before December 1, 1997
("Latest Commencement Date").

E.  "LICENSED TERRITORY":  The ."Licensed Territory" is the United States, its
territories and possessions and the Commonwealth of Puerto Rico (including U.S.
military bases and PX's worldwide).

F.  "ROYALTY":  The "Royalty" is 9% of 100% of Net Sales.  Notwithstanding the
foregoing, if and to the extent that Licensee fails to achieve its advertising
commitment of 1% of Net Sales during any calendar quarter of the Term, as
described in Section K.3. below, the Royalty payable hereunder with respect to
any such calendar quarter shall be increased by an amount which equals the
shortfall in Licensee's advertising expenditure.

G.  "ADVANCE"/"GUARANTEE":   Licensee shall pay Fox a minimum Royalty hereunder
of US$200,000 ("Guarantee"), which sum shall be due and payable in accordance
with the following schedule (to the extent not previously paid pursuant to
Section F. above).

1.  $50,000 ("Advance") upon signature of this Agreement by Licensee;
    
2.  $75,000 on or before April 1, 1998; and
    
3.  $75,000 on or before September 1, 1998.

H.  "PRODUCT LIABILITY INSURANCE":  The amount of bodily injury coverage under
product liability insurance is US$1,000,000.

1.  "TRADEMARK AND COPYRIGHT NOTICES":

              TM & C 1997 Twentieth Century Fox Film Corporation
                             All rights reserved

J.  "SERVICE OF PROCESS":  Licensee hereby agrees that service of process by
certified mail to the address set forth below, with return receipt requested,
shall constitute valid service of process.  If Licensee has moved or for any
reason cannot be validly served, than Licensee appoints the Secretary of State
of the State of California to accept service of process on Licensee's behalf.

K.  "SPECIAL PROVISIONS":

1.     Approvals:  The Licensed Articles and any and all related packaging,
advertising and promotional materials shall be subject to the prior approval of
Fox in the following stages of production (including any revisions made during
each stage of production):

a.     Licensed Articles: i) pencil concepts, ii) color concepts, iii)
strike-off or preproduction samples, and iv) production samples, respectively.

b.     Collateral Materials: i) pencil concepts, ii) color concepts, iii) color
comp/final art, iv) cromalin samples, and v) final samples, respectively.

In the event of any disagreement or inconsistency between the approval stages
referenced above and those set forth in the Standard Terms and Conditions
attached hereto, the former shall control.

2.  Trade Show Exhibition:   Approved prototypes of the Licensed Articles will
be prominently exhibited by Licensee at the MAGIC apparel trade convention to
be held in Las Vegas, Nevada, in August 1997.

3.  Advertising Commitment:  Licensee shall engage in ongoing point-of-sale and
print advertising campaigns for the Licensed Articles during the Term of this
Agreement, including but not limited to point-of-sale signage (including the
affixiation to one or more categories of Licensed Articles from time to time
during the Term hereof of distinctive lenticular and/or "peel-off" hang tags
utilizing the Proprietary Subject Matter), merchandise displays and co-op
advertising to be implemented by the various retail outlets in which the
Licensed Articles are sold, entailing





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an estimated aggregate expenditure equal to 1% of Net Sales during each
calendar quarter of the Term.  Within  30 days following the execution of this
Agreement, Licensee shall provide Fox with a detailed accounting of its
projected advertising expenditures for the first year of the Term.  Thereafter,
upon the commencement of each calendar quarter throughout the remainder of the
Term, Licensee shall provide Fox with a detailed accounting of its projected
advertising expenditures for the succeeding calendar quarter.  Further, each
quarterly royalty statement submitted to Fox by Licensee pursuant to Paragraph
4. of the Standard Terms and Conditions shall be accompanied by a complete
accounting of actual advertising expenditures for the preceding calendar
quarter.  Any and all materials produced by Licensee for use in connection with
the foregoing advertising campaign for the Licensed Articles shall be subject
to the prior approval of Fox in all stages of production in accordance with the
provisions of subsection K.1. above and Paragraph 10 of the Standard Terms and
Conditions attached hereto.

================================================================================
By signing in the spaces provided below, the parties have agreed to all of the
terms and conditions contained in the above Schedule and the attached Standard
Terms and Conditions.  This Agreement shall consist of the above Schedule, the
attached Standard Terms and Conditions and any rider making specific reference
to this Agreement attached hereto and separately signed by authorized
representatives of Licensee, Fox and Trademark licensor.

LITTLEFlELD, ADAMS & CO
             ("Licensee")

By    /s/ David Simmonds /s/
      ----------------------------------
      Its President and CEO

Date:  August 15, 1997
      -------------------------------


TWENTIETH CENTURY FOX LICENSING
MERCHANDISING, A UNIT OF FOX INC. ("Fox"),
AS ADMINISTRATOR FOR TWENTIETH
CENTURY FOX FILM CORPORATION
("Trademark Licensor")

By  Jamie Samson
--------------------------------------
Its Senior Vice President

Date:  8/18/97
--------------------------------------


Licensee's Address:
     6262 Executive Boulevard
     Huber Heights, Ohio 45424

Attention:   David Simmonds

Telephone:   206/618-0330

Telecopier:  206/861-8883

Fox's Mailing Address:
     Twentieth Century Fox Licensing and Merchandising
     P.O. Box 900
     Beverly Hills, California 90213
     Attention: Contracts Administrator



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Fox's Messenger Address:
     Twentieth Century Fox Licensing and Merchandising
     2121 Avenue of the Stars, Suite 500
     Los Angeles, California 90067
     Attention: Contracts Administrator

Telecopier:   (310) 369-2939





K1992V02.JMF 08-04-97
Merchandising License Agreement #6723
"THE SIMPSONS"/Littlefield, Adams & Co.         (  )














































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                        STANDARD TERMS AND CONDITIONS
                        -----------------------------

1.     GRANT OF LIMITED LICENSE:  Fox and Trademark Licensor grant to Licensee
and Licensee accepts the non-transferrable, non-assignable right (without the
right to grant sub-licenses) to utilize the Proprietary Subject Matter solely
on or in connection with the manufacture by Licensee (or an approved third
party manufacturer) of the Licensed Articles and the sale by Licensee of the
Licensed Articles solely in the Licensed Territory during the Term, all as
defined above.

2.     TERM:  The "Term" as defined is Section D.1. of the Schedule shall
expire on the date set forth in such section unless sooner terminated as
provided herein.  Licensee shall comply with the exploitation dates set forth
in Sections D.2. and D.3. of the Schedule and shall not advertise to the trade
or manufacture or ship Licensed Articles prior to receiving a fully executed
copy of this Agreement.  Licensee shall not advertise, promote or otherwise
market Licensed Articles to the public (or permit any third party to do so)
earlier than the date which is 30 calendar days prior to the Earliest
Commencement Date set forth above.

3.     LICENSED TERRITORY:  The "Licensed Territory" is set forth above.
Licensee agrees that it will not make or authorize other parties to make any
use, direct or indirect, of the Proprietary Subject Matter in any other
geographical area and Licensee will not knowingly sell Licensed Articles to
third parties who intend or are likely to resell them outside the Licensed
Territory, and will take all necessary precautions against resale to the extent
permitted by law.

4.     "ROYALTY", STATEMENTS AND PAYMENTS:  Licensee shall pay to Fox in U.S.
dollars a "Royalty" on the Net Sales in the amount stated above.  "Net Sales"
shall mean Licensee's gross sales less only the sum of actual cash discounts,
quantity discounts and freight discounts and actual returns for damaged or
defective Licensed Articles, the aggregate of such discounts and returns not to
exceed 5% of gross sales during any accounting period.  The Royalty shall
accrue and be due and payable to Fox when Licensed Articles are sold, shipped,
distributed, billed and/or paid for, whichever comes first.  Royalty statements
(which statements shall be on forms to be furnished to Licensee by Fox or shall
be prepared in a manner or containing content dictated by Fox) and payments
shall be made within 30 calendar days after the close of each calendar quarter.
Royalty statements shall be rendered quarterly regardless of whether Royalties
ate actually due and payable for such calendar quarter.  If Fox does not
receive the applicable Royalty payment on or before the thirtieth calendar day
of any quarter, Licensee shall agree to pay interest with respect to any
Royalties owed Fox at the lower of (a) the maximum rate allowed by law or (b)
the rate of 1 1/2% per month, computed from the original due date until paid.
Neither the acceptance of any payment or Royalty statement nor the deposit of
any check shall preclude Fox from questioning the correctness of such payment
of Royalty statement at any time.  Licensee shall keep accurate and complete
books and records as they relate hereto for the greater of 6 years or 2 years
from the termination or expiration of the Term.  On reasonable notice, Fox
shall have the right to examine said books and records.  If any audit discloses
that the Licensee owes Royalties to Fox in excess of 5% of the Royalties
previously paid,  Licensee shall pay the audit costs.

5.  "ADVANCE":  A non-refundable Advance in the amount stated above shall be
payable to Fox upon signature of this Agreement by Licensee.  The Advance shall
be applied against the Royalty to be paid to Fox during the Term.

6.  "GUARANTEE":  The minimum amount of Royalties, including the Advance, shall
not be less than the Guarantee stated above.  Licensee shall pay to Fox an
amount equal to that portion of the Guarantee not previously paid pursuant to
Paragraphs 4. and 5. above in accordance with the payment schedule set forth in
Section G. of the Schedule.

7.  COPYRIGHT AND TRADEMARK:

(a)  Ownership:  Employees for Hire:  Licensee recognizes the unique value of
the Proprietary Subject Matter and the good will associated therewith and the
secondary meaning that the Proprietary Subject Matter and associated good will
have acquired in the mind of the public.  Licensee acknowledges that Licensee's
use of the Proprietary Subject Matter shall not confer or imply a grant of
rights, title or interest in the Proprietary Subject Matter or good will
associated therewith and all ownership of copyrights, trademarks and other
rights in the Proprietary Subject Matter and in all artwork, packaging, copy,
literary text, advertising and promotional materials of any sort utilizing

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the Proprietary Subject Matter, including all such materials developed by
Licensee and the good will pertaining thereto ("Copyrighted Materials"), shall
be and at all times remain in the name of Fox and Trademark Licensor.  All
Copyrighted Materials shall constitute "works made for hire" within the meaning
of the Copyright Act of 1976, as amended, and all such Copyrighted Materials
shall be deemed transferred and assigned to Fox and/or Trademark Licensor
promptly upon creation without any further action by any party hereto.  All
Copyrighted Materials shall be prepared by an employee-for-hire of Licensee
under Licensee's sole supervision, responsibility and monetary obligation.  If
third parties who are not employees of Licensee contribute to the creation of
the Copyrighted Materials, Licensee shall obtain from such third parties, prior
to commencement of work, a full written assignment of rights so that all right,
title and interest in the Copyrighted Materials, throughout the universe, in
perpetuity, shall vest in Fox.

(b)  Notices:  All Licensed Articles and Copyrighted Materials shall bear the
copyright notice set forth in the Schedule and the following trademark notices
and any other legal notices which Fox and/or Trademark Licensor may from time
to time require:

(i)  The designation TM in close proximity to the trademark, and

(ii)  "TM designates a trademark of Twentieth Century Fox Film Corporation."

(c)  Protection of Copyrights, Trademarks and Good Will:  Licensee agrees to
assist Fox and/or Trademark Licensor, at Fox and/or Trademark Licensor's
request and expense, in procuring and maintaining the rights of Fox and
Trademark Licensor in the Proprietary Subject Matter (including trademark and
copyright).  In connection therewith, Licensee agrees to execute and/or deliver
to Fox and Trademark Licensor in such form as Fox and/or Trademark licensor may
reasonably request all instruments necessary to affectuate copyright and
trademark protection or to record Licensee as a registered user of any
trademarks or to cancel such registration.  If Licensee fails to execute any
such instruments, Licensee appoints Fox as its attorney-in-fact to do so on
Licensee's behalf.  Fox and Trademark Licensor make no warranty or
representation that registered copyright or trademark protection shall be
secured in the Proprietary Subject Matter.  Fox shall control absolutely all
infringement litigation brought against third parties involving or affecting
the Proprietary Subject Matter and Fox may join Licensee as a party thereto at
Fox's expense.

8.  INDEMNIFICATIONS:

(a)  By Fox:  Fox agrees to indemnify and hold harmless Licensee from and
against any final judgments arising solely out of Licensee's use of the
Proprietary Subject Matter as authorized hereunder, provided that Licensee
gives Fox prompt notice of all claims or suits relating to such use.  Fox shall
have the option to undertake and control the defense and settlement of any such
claims or suit and if Fox fails to undertake such defense, Fox shall reimburse
Licensee for reasonable attorneys' fees incurred by Licensee in its defense of
such claim or suit.

(b)  By Licensee:  Licensee agrees to indemnify and hold harmless Fox,
Trademark Licensor and their respective successors, assigns, parents,
subsidiaries, affiliates and co-ventures and all other parties associated with
the Proprietary Subject Matter, and their respective directors, officers,
employees and agents from and against all claims, damages, losses, liabilities,
suits and expenses (including reasonable attorneys' fees) arising out of or in
connection with the Licensed Articles or their manufacture, packaging,
distribution, promotion, sale or exploitation (except with respect to those
matters against which Fox has agreed to indemnify Licensee hereunder).  Fox and
Trademark Licensor shall have the right to defend any such action or proceeding
with counsel of their choice at Licensee's cost and expense.

9.  PRODUCT LIABILITY INSURANCE:  Licensee shall obtain and maintain at its own
expense product liability insurance from a qualified insurance carrier, in the
amount set forth in Section H. of the Schedule for bodily injury and $100,000
for property damage, naming Fox and Trademark Licensor as additional named
insureds under said policy.  The policy shall be non-cancelable except after 10
calendar days' prior written notice to Fox.  Licensee shall furnish Fox with a
copy of such policy within 30 calendar days after signature of this Agreement
by Fox.

10.  MATERIALS SUPPLIED/APPROVALS/SAMPLES/INSPECTION/PRODUCT SAFETY:  Fox will
make available to Licensee either (a) certain photographic material and artwork
with respect to the Property up to a value

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of US$250, or (b) one style guide with respect to the Property (collectively
"Materials Supplied").  Any additional Materials Supplied (including additional
style guides) shall be purchased by Licensee from Fox at Fox's cost.  All
prototypes of Licensed Articles and of all artwork, copy, packaging, literary
text, advertising and promotional materials, including the quality and style
thereof, shall at all stages of production be subject to Fox's prior written
approval before manufacture, sale or distribution.  If Licensee fails to submit
creative designs for Fox's approval within 30 calendar days of Licensee's
receipt of artwork from Fox, then Fox shall have the right to terminate the
Agreement forthwith upon notice to Licensee.  If final artwork approval has not
occurred within 60 calendar days following the date of first submission of such
artwork or by the Latest Commencement Date, whichever is earlier, due to
Licensee's failure to meet quality standards as dictated by Fox, then this
Agreement shall automatically terminate on such date.  Before selling or
distributing the Licensed Articles, Licensee shall furnish and ship to Fox, at
Licensee's expense, 36 samples of each Licensed Article, including all
packaging and materials, and 6 samples of all advertising and promotional
materials related thereto.  After such samples have been approved by Fox,
Licensee shall not depart therefrom without Fox's prior written approval.
Thereafter, within 30 calendar days following the close of each calendar
quarter during the Term, Licensee shall furnish and ship to Fox, at Licensee's
expense, one representative sample of each Licensed Article together with its
packaging to enable Fox to determine whether Licensee is maintaining quality
control.  Licensee shall permit Fox to purchase additional Licensed Articles,
in quantities designated by Fox , at the lowest wholesale price offered buy
Licensee to any third party therefor, on which no royalties shall be payable to
Fox.  Licensee will permit Fox at all reasonable times to inspect site of
production of the Licensed Articles.  Licensee warrants and represents that all
Licensed Articles shall be of merchantable quality, shall not deviate from
approved prototypes, shall not be derogatory of the Proprietary Subject Matter
and shall be safe for public use.  Licensee shall comply with all applicable
laws and regulation and will observe all safety standards in the manufacture
and sale of the Licensed Articles.

11.  EXCLUSIVITY:  RESTRICTIONS ON AND MANNER OF EXPLOITATION:

(a)  Exclusivity:  Fox shall not be prevented from granting third parties the
right to use the Proprietary Subject Matter in any manner whatsoever.

(b)  Premiums/Promotional Arrangements:  The use of the Licensed Articles as
premiums, promotional tie-in and any other secondary use of the Licensed
Articles is not licensed hereunder;  such rights are reserved by Fox and may be
exercised by Fox concurrently herewith.

(c)  Restrictions on and Manner of Exploitation:  The Proprietary Subject
Matter shall not be used in conjunction with any other licensed name,
character, symbol, design, likeness or literary or artistic material, unless
any such use is expressly permitted in writing by Fox.  In no event shall the
Licensed Articles be packaged for sale or distribution with other articles.
The Licensed Articles shall be sold and distributed in commercial quantities
and commercially reasonable assortments, sufficient to meet public demand, at
competitive prices, only to jobbers, wholesalers and distributors for sale and
distribution to retail stores and to retail stores for direct sale to the
public, and not as close-outs or on an approval or consignment basis and not
through "direct response" channels (e.g., radio, television (including
television home shopping networks), print, direct mail).

(d)  Reservation by Fox:  Fox makes no representation or warranty as to the
amount of gross sales or profits Licensee will derive from the rights licensed
hereunder or that the Proprietary Subject Matter will appear or continue to
appear in or as part of any program, motion picture or other work or that any
such work will be or continue to be exploited.  Fox may from time to time, at
any time, delay, discontinue, resume or change any present or future use of the
Proprietary Subject Matter and/or the Property.  The name and/or likeness of
any performer connected with the Property shall not be included within the
definition of the Proprietary Subject Matter and the use thereof is not
licensed herein unless otherwise specifically provided or approved in writing
by Fox.  If name and/or likeness rights are granted to Licensee, and Fox is
required to remove such name and/or likeness from the license granted herein,
Licensee shall stop using the same immediately upon notice from Fox.

12.  EVENTS OF DEFAULT; TERMINATION:

(a)  Bankruptcy:  If Licensee's liabilities exceed its assets, of if Licensee
becomes unable to pay is debts as they become due, or files or has filed
against Licensee a petition in bankruptcy, reorganization or for the adoption
of an arrangement under any present or future bankruptcy, reorganization or
similar law (which petition if filed against

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Licensee shall not be dismissed within 30 calendar days from the filing date),
or if Licensee makes an assignment for the benefit of its creditors or is
adjudicated as bankrupt, or if a receiver or trustee of all or substantially
all of the Licensee's property is appointed, or if Licensee discontinues its
business, this Agreement shall automatically terminate forthwith without notice
to Licensee.

(b)  Transfer or Change of Control:  If a substantial portion of the assets or
controlling stock in Licensee's business is sold or transferred, or if there is
a substantial change in Licensee's management, or if Licensee's property is
expropriated, confiscated or nationalized by any government or if any
government assumes defacto control of Licensee's business, in whole or in part,
Fox may terminate this Agreement upon 30 calendar days' notice to Licensee.

(c)  Failure to Pay the Advance:  If Licensee fails to pay the Advance within
10 business days following the return to Licensee of this Agreement duly signed
by Fox, then this Agreement shall automatically terminate forthwith without
notice to Licensee.

(d)  Failure to Exploit:  If, during any calendar quarter, Licensee fails to
sell, manufacture and/or distribute commercially reasonable quantities of any
Licensed Articles, Fox may terminate this Agreement as to such Licensed
Articles and/or Licensed Territory, either in whole or in part, by notice to
Licensee from Fox.

(e)  Other Breaches:  If Licensee fails to perform any of its obligations
hereunder, Fox may terminate this Agreement upon 10 calendar days' notice,
unless Licensee cures any such breach within said 10 calendar days and gives
notice to Fox thereof within that period, provided, however, that there shall
be no cure period for the Licensee's failure to adhere to the approval process
for Licensed Articles as set forth in Paragraph 10. above.

(f)  Effect of Termination:  Upon expiration or termination of this Agreement,
Licensee shall (i) immediately stop in all respects the manufacture, sale and
distribution of Licensed Articles and shall within 30 calendar days send Fox a
complete inventory report and accounting with payment of all Royalties
(including any unpaid portions of the Guarantee); and (ii) at Fox's election
either (A) deliver to Fox all molds, printing plates, artwork, films, silk
screens (including any remaining Materials Supplied) and any and all other
materials which reproduce any aspect of the Property ("Production Materials"),
or (B) give Fox satisfactory evidence of their destruction.  Fox shall have the
right to enter the premises where the Licensed Articles are located to verify
such inventory statement and/or take possession of and remove any remaining
Production Materials.  Licensee's refusal to cooperate shall cause the
forfeiture of any sell-off rights Licensee may have.  Upon expiration or
termination, Licensee shall have no further right to exercise the rights
licensed hereunder or otherwise acquired in relation to this Agreement.
Licensee agrees that its failure to stop in all respects the manufacture, sale
and/or distribution upon expiration or termination of this Agreement will
result in immediate irreparable damage to Fox for which there is no adequate
remedy at law, and in the event of such failure by Licensee, Fox shall be
entitled to injunctive relief.  Fox shall be entitled to recover from Licensee,
in addition to any other remedies in the event of default, reasonable
attorneys' fees, costs and expenses, including collection agency fees incurred
by Fox in the enforcement of the provisions hereof.  Fox's exercise of any of
the forgoing remedies shall not operate as a waiver of any other rights or
remedies which Fox may have.

(g)  Sell-off Rights:  Upon expiration of the Term, Licensee shall have a
period of 90 calendar days in which to sell off previously manufactured
Licensed Articles, on a non-exclusive basis, subject to Licensee's obligation
to pay Royalties on and account to Fox for such sales.  Upon expiration of the
sell-off period, all remaining Licensed Articles shall upon Fox's option be
sold to Fox at Licensee's direct cost of manufacture, excluding overhead, or
Licensee shall destroy the Licensed Articles and furnish Fox with a sworn
certification of destruction.

13.  CONFIDENTIALLY:  Licensee acknowledges that in connection with Licensee's
exploitation of the Licensed Articles, Licensee may acquire confidential
information from Fox and/or Trademark Licensor.  Licensee agrees not to utilize
any such information except as expressly permitted hereunder or to disclose to
others any such information without Fox and/or Trademark Licensor's prior
written consent.  Any materials embodying such confidential information shall
be returned to Fox and/or Trademark Licensor upon expiration or termination of
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14.  MISCELLANEOUS:

(a)  Notices:  All notices and statements shall be in writing and shall
together with any payments be personally delivered or sent postage prepaid to
the intended party at the address set forth on the signature page of this
Agreement (unless notification of a change of address is given in writing).
The date of mailing of a notice or statement shall be deemed the date the
notice is given or statement rendered.

(b)  Waiver, Modification:  The terms of this Agreement may not be waived or
modified except by an agreement in writing executed by the parties hereto.  The
waiver by Fox and/or Trademark Licensor of any breach of this Agreement by
Licensee must be in writing and shall not be deemed to be a waiver of any prior
or succeeding breach.

(c)  Relationship of the Parties:  Nothing herein contained shall be construed
to place the parties in the relationship of partners or joint ventures and
Licensee shall have no power to obligate or bind Fox or Trademark Licensor in
any manner whatsoever.  Subject only to Paragraph 8.(a) hereof, Licensee
acknowledge that it has no recourse against Fox and/or Trademark Licensor as a
result of any claims, damages, suits and/or expenses (including attorneys'
fees) arising out of or in connection with Licensee's use of the Proprietary
Subject Matter.

(d)  No Assignment:  The rights and obligations of Licensee under this
Agreement are personal to Licensee and may not be assigned, mortgaged,
sublicensed or otherwise transferred or encumbered by Licensee or by operation
of law.  Any perported assignment or other transfer by Licensee of any rights
granted to Licensee under this Agreement shall be void and of no effect.

(e)  Governing Law/Jurisdiction/Service of Process:  This agreement shall be
construed in accordance with the laws of the State of California applicable to
agreements executed and to be wholly performed in Los Angeles County,
California.  The parties hereto agree that any suit, action or proceeding
arising out of or related to this Agreement may be instituted and prosecuted in
the United Stated District Court for the Central District of California or in
any court of competent jurisdiction of the State of California, and the parties
hereto irrevocably submit to the jurisdiction of said courts and waive any
rights to object to or challenge the appropriateness of  said forums.  Service
of process shall be in accordance with the laws of the State of California.

(f)  Reserved Rights:  Fox and Trademark Licensor reserve all rights not
expressly granted herein.

(g)  Captions:  Captions of paragraphs and quotation marks appearing herein are
inserted for reference and convenience only and do not define the scope or
intent of any provision hereof.

(h)  Binding Agreement:  Licensee shall have no rights hereunder and neither
Fox nor Trademark Licensor shall be bound hereby unless and until this
Agreement has bee accepted in writing by Fox at its corporate headquarters in
Los Angeles.  If Fox does not accept this Agreement, the parties shall be
released from all liability and this document shall be of no force and effect.

(i)  Limitation of Actions:  No legal action shall be brought by Licensee under
this Agreement unless commenced within 12 months from the date the cause of
action arose.

(j)  Entire Agreement:  There are no representations, warranties or covenants
other than those set forth in this Agreement which sets forth the entire
understanding among the parties hereto.











FM077V01.JMF  10-04-94
Standard Terms and Conditions
Merchandising Licensing Agreement



                                     -5-

<PAGE>   10


[FOX LOGO]                                               P. O. Box 900
                                 Beverly Hills, California  90213-0900
                               Phone 310 369 1000  *  Fax 310 369 2939


                     APPROVAL OF MANUFACTURER AGREEMENT

AGREEMENT, dated as of                              between TWENTIETH CENTURY
FOX LICENSING AND MERCHANDISING, a unit of Fox Inc. ("Fox"), as Administrator
for Twentieth Century Fox Film Corporation, 2121 Avenue of the Stars, Suite
500, Los Angeles, California 90067 U.S.A. (mailing address:  P.O. Box 900,
Beverly Hills, California 90213 U.S.A.) and
("Company"), located at                             .

1.  RIGHTS GRANTED:  Reference is made to that certain Merchandising License
Agreement dated as of                               ("Agreement") between Fox
and                                 ("Licensee") under which Licensee was
granted the right to manufacture, sell and distribute certain articles of
merchandise specified therein ("Licensed Articles") relating to characters,
designs, physical characteristics and visual representations with respect to
the [television series][theatrical motion picture] entitled "
", identified as the "Property" in Section A. of the Schedule to the Agreement.
Licensee has advised Fox that Licensee desires to use the services of Company 
to manufacture certain Licensed Articles, utilizing the Property and Licensee 
therefore accepts the same responsibility for the actions of Company, as if 
Company were fully owned and controlled by Licensee. Subject to the terms and 
conditions hereof, Fox hereby grants its approval of Company to act for 
Licensee as the manufacturer of ("Specified Licensed Articles").

2.  OBLIGATIONS OF COMPANY:  Company hereby agrees, in exercising the rights
granted herein, that:
(a)  Company shall only manufacture the Specified Licensed Articles as and when
directed by Licensee;
(b)  Company shall not supply the Specified licensed Articles to any person,
firm, corporation or business entity other than Licensee;
(c) Company shall not assign or license, in any manner whatsoever, the rights
granted to Company with respect to the Specified Licensed Articles; and
(d)  Fox remains the owner of all molds, printing plates, artwork, films,
silkscreens and any and all other materials used in the development or
production of the Specified Licensed Articles which reproduce any aspect of the
Proprietary Subject Matter or the Property ("Production Materials"), whether
developed by Fox, Company, Licensee or any other party.  Company and Licensee
agree that Fox shall have the right to (i) receive all production Materials
from Company upon written request by Fox, or (ii) receive satisfactory evidence
of destruction of Production Materials, or (iii) enter the premises where
Specified Licensed Articles are stored or manufactured to take inventory of,
witness the destruction of or take possession of and remove any specified
Licensed Articles and/or Production Materials.

By signing in the spaces provided below, the parties hereto have accepted and
agreed to all of the terms and conditions hereof.














FM027V01.JMF  10-19-95
Approval of Manufacture Agmt          

                                     -1-

                         A NEWS CORPORATION COMPANY

<PAGE>   11


ACCCETPED AND AGREED:

---------------------------------------
                             ("Company")

By
---------------------------------------
Its

Date:

---------------------------------------


THIS IS BEING SIGNED BY TWENTHIETH
CENTURY FOX LICENSING AND
MERCHANDISING AT OUR REQUEST
AND WITH OUR APPROVAL

---------------------------------------
                            ("Licensee")

---------------------------------------

By
---------------------------------------
Its

Date:
---------------------------------------


TWENTIETH CENTURY FOX LICENSING AND
MERCHANDISING, A UNIT OF FOX INC., AS
ADMINISTRATOR FOR TWENTIETH
CENTURY FOX FILM CORPORATION ("Fox")

By
----------------------------------------
Its Senior Vice President

Date:
----------------------------------------















FM027V01.JMF  10-19-95
Approval of Manufacture Agmt 


                                     -2-

<PAGE>   12


[FOX LOGO]                                                            [FOX LOGO]
                LICENSING & MERCHANDISING, A UNIT OF FOX INC.
          NOTE THIS FORM MUCT BE SUBMITTED WHEN DUE WHETHER OR NOT
                      THEREWERE ANY SALES IN THE PERIOD
--------------------------------------------------------------------------------
                  LICENSING STATEMENT OF ROYALTIES PAYABLE
--------------------------------------------------------------------------------

Property                                     Contact Number
        -----------------------------                      ---------------------
Licnesee Name                                Period Beginning
             ------------------------                        -------------------
Territory                                    Period Ending
             ------------------------                        -------------------



<TABLE>
<CAPTION>
<S>                 <C>                                      <C>       <C>             <C>                           <C>
-------------------:--------------------------------------:--------------------------:-------------:--------------:------------:
Stock or Catelog   :        Description                   :  Unit   :   Gross Sales  : Retuns -  Allowable Only   :            :
     Number        :(Include List of Characters Per Item) :  Price  :  Qty :Amount $ :        Qty  :  Amount $    :  Net Sales :
-------------------:--------------------------------------:---------:----:-----------:-------------:--------------:------------:
-------------------:--------------------------------------:---------:----:-----------:-------------:--------------:------------:
-------------------:--------------------------------------:---------:----:-----------:-------------:--------------:------------:
-------------------:--------------------------------------:---------:----:-----------:-------------:--------------:------------:
-------------------:--------------------------------------:---------:----:-----------:-------------:--------------:------------:
-------------------:--------------------------------------:---------:----:-----------:-------------:--------------:------------:
-------------------:--------------------------------------:---------:----:-----------:-------------:--------------:------------:

                                                          :----------------------------------------:---------------------------:
                                                          : Total Net Sales                        :                           :
                                                          :----------------------------------------:---------------------------:
Mail To:  Fox Inc.                                        : Royalty Rate -          %              :                           :
          Twentieth Century Fox Licensing & Merchandising :----------------------------------------:---------------------------:
          Attention: Sam Eskenazi                         : Royalty Earned                         :                           :
          P.O. Box 900                                    :----------------------------------------:---------------------------:
          Beverly Hills, CA  90213                        :Royal Payment Check Enclosed            :                           :
                                                          :----------------------------------------:---------------------------:
                                                          : Less Advance Royalty Balance           :                           :
                                                          :----------------------------------------:---------------------------:
                                                          : New Advance Royalty Balance            :                           :
                                                          :----------------------------------------:---------------------------:
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

This report is based on our books and records and is to the best of my
knowledge true, correct and complete for the period stated and complies with
all contractual requirements.

Please type or print name                              Title
                         ------------------------           --------------------
Signature                                              Date
         ----------------------------------------           --------------------

--------------------------------------------------------------------------------