Exhibit 10.2


                          VICTOR EBNER ENTERPRISES S.A.
                                LICENSE AGREEMENT

     Pursuant to the terms, conditions and definitions set out on the subsequent
pages  of  this  Agreement  (the  "Agreement"),  VICTOR  EBNER ENTERPRISES, S.A.
(hereinafter  "Licensor"),  a Swiss Corporation, agrees as of the Effective Date
to  perform  the  Personal  Services  and  license  the Intellectual Property in
conjunction  with  Licensed  Products  for and to Victor Ebner Enterprises, Inc.
(hereinafter  "Licensee"),  a  New  York Corporation.  The following capitalized
definitions  are  used  in  the Agreement and will have the following meaning(s)
when  used:

"Personal Services"              :             See Schedule A which is
                                                   ----------
                                               incorporated herein by reference.

"Marks"                          :             See Schedule B which is
                                                   ----------
                                               incorporated herein by reference.

"Licensed Products"              :             See Schedule C which is
                                                   ----------
                                               incorporated herein by reference.

"Territory(ies)"                 :             See Schedule D which is
                                                   ----------
                                               incorporated herein by reference.

"Term"                           :             See Schedule E which is
                                                   ----------
                                               incorporated herein by reference.

"Royalties"                      :             See Schedule F which is
                                                   ----------
                                               incorporated herein by reference.

"Intellectual Property"          :             See Schedule G which is
                                                   ----------
                                               incorporated herein by reference.

"Manufacturers"                  :             See Schedule H which is
                                                   ----------
                                               incorporated herein by reference.

"Effective Date"                 :             February 1, 2001

Licensor  agrees  to  perform the Personal Services and license the Intellectual
Property  in  conjunction  with  Licensed  Products  and the Licensee accepts an
exclusive  license of the Licensed Intellectual Property in conjunction with the
Licensed Products on the terms and conditions set out on the subsequent pages of
this  Agreement.


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Duly authorized for and on behalf of        Duly authorized for and on behalf of
VICTOR EBNER ENTERPRISES S.A.               VICTOR EBNER ENTERPRISES, INC.

Signature:___________________________    Signature:___________________________

Printed Name:________________________    Printed Name:________________________

Title:_______________________________    Title:_______________________________

Date:________________________________    Date:________________________________

LICENSOR NOTICE ADDRESS:                 LICENSOR NOTICE ADDRESS:
____________________________________     ___________________________________
____________________________________     ___________________________________
____________________________________     ___________________________________

Either  party  may change its address to which copies are to be directed for the
purpose  of  this  Agreement  by  notice  of  such changes to the other party in
accordance  with  the  provisions  set forth and incorporated in this Agreement.


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<PAGE>
     1.     GRANT  OF LICENSE:  Licensor grants to Licensee for the Term of this
Agreement,  subject  to  the  terms  and  conditions  hereinafter contained, the
exclusive  license to the Personal Services of Licensor as described in Schedule
                                                                        --------
A  attached  hereto;  the Intellectual Property described in Schedule B attached
-                                                            ----------
hereto,  to  be  used  solely  in connection with the manufacture, distribution,
promotion,  advertisement  and  sale  of  the  "Licensed  Products" specified in
Schedule  C  attached  hereto.
-----------

     2.     TERRITORY:  Licensee  shall  be  entitled to use the license granted
hereunder  only  in  the  Licensed  Territory  described  in Schedule D attached
                                                             ----------
hereto.  Licensee  will  not make use of or authorize any use of this license or
the  Licensed Products outside the Licensed Territory manufacture, distribute or
sell  the  Licensed Products directly or through others to retailers outside the
Licensed  Territory.

     3.     PERSONAL  SERVICES:  For  the  Term  of  the  Agreement described in
Schedule  E attached hereto, Licensor agrees to provide to Licensee the Personal
-----------
Services  of  Licensor  as  provided  for  in  Schedule  A  attached  hereto.
                                               -----------

          4.     PAYMENT:  PERCENTAGE  COMPENSATION:  Licensee  agrees  to  pay
Licensor  a  sum  equal to the percentage specified in Schedule F (or Licensor's
                                                       ----------
prevailing  rate, if greater) of all net sales (as defined below) by Licensee or
any  of  its  affiliated,  associated  or  subsidiary  entities  of the Licensed
Products  covered  by  this  Agreement.  (Such percentage of net sales is herein
called  "Percentage  Compensation.")  Percentage  Compensation  shall be payable
concurrently  with  the periodic statements required in the following paragraph,
except  to  the  extent  offset by Guaranteed Compensation theretofore remitted.
The  term "net sales" shall mean gross sales based on the wholesale price to the
retail  trade less quantity discounts and actual returns, but no deduction shall
be  made  for  uncollectible  accounts, commissions, taxes, discounts other than
quantity  discounts,  such  as  cash discounts and discounts attributable to the
issuance  of  a letter of credit, or any other amount.  No costs incurred in the
manufacture,  sale,  distribution,  promotion  or  advertisement of the Licensed
Products shall be deducted from any Percentage Compensation payable by Licensee.
Said  Percentage  Compensation shall also be paid by Licensee to Licensor on all
Licensed  Products (including, without limitation, any irregulars, seconds, etc.
distributed  pursuant  to  the  provisions  of  Paragraph  4  of this Agreement)
distributed  by  Licensee  or  any  of  its affiliated, associated or subsidiary
entities,  even  if  not billed or billed at less than usual net sales price for
such  Licensed  Products,  and shall be based upon the usual net sales price for
such  Licensed  Products  sold  to  the trade by Licensee.  Any late payments of
Advance  Compensation,  Guaranteed Compensation or Percentage Compensation shall
require  Licensee  to  pay Licensor, in addition to the amounts due, interest at
one  percent  (1%)  per month or the highest prime lending rate published in the
Wall  Street Journal during the period such amounts are delinquent, whichever is
-------------------
greater,  on  the  amounts delinquent for the period of the delinquency, without
prejudice  to  any  other  rights  of  Licensor  in  connection  therewith.


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<PAGE>
     5.     PERIODIC STATEMENTS:  Within thirty (30) days after the first day of
the  Term,  and  promptly  on  the  15th day of every calendar month thereafter,
Licensee  shall  furnish to Licensor complete and accurate statements, certified
to  be  accurate  by  an  officer  of  Licensee, showing the sales volume of the
Licensed  Products,  gross  sales  price,  itemized  deductions from gross sales
price,  and  net sales price of the Licensed Products distributed and/or sold by
Licensee  during  the  preceding  calendar month, together with any returns made
during  the  preceding  calendar  month.  Such  statements shall be furnished to
Licensor  whether  or  not  any  of the Licensed Products have been sold, or any
payment  is  shown  to be due Licensor, during the calendar months in which such
statements  are  due.  Licensee  shall furnish to Licensor sufficient background
information  so  as  to make such statements intelligible to Licensor, and on an
annual  basis, a complete list of Licensee's customers to whom Licensed Products
have  been  sold. Licensor agrees that it will not divulge said customer list to
any  other  licensee,  to any other competitor licensing organization, or to any
competitor  of  Licensee.  Receipt  or  acceptance  by  Licensor  of  any of the
statements  furnished  pursuant  to this Agreement or of any sums paid hereunder
shall  not  preclude  Licensor  from  questioning the correctness thereof at any
time,  and  in  the event that any inconsistencies or mistakes are discovered in
such  statements  or  payments,  they  shall  immediately  be  rectified and the
appropriate payments made by Licensee.  Late payment penalties, if any, shall be
made  pursuant  to  Paragraph 4.  Upon demand of Licensor, Licensee shall at its
own  expense, but not more than once in any twelve (12) month period, furnish to
Licensor  a  detailed  statement  certified  by  an independent certified public
accounting  firm  approved by Licensor showing the sales volume of each Licensed
Products,  gross sales price, itemized deductions from gross sales price and net
sales  price  of  the  Licensed  Products  covered by this Agreement distributed
and/or  sold  by  Licensee  to  the  date of the Licensor's demand.  All amounts
payable  pursuant  to  this  Agreement  shall  be  in  U.S.  dollars  only.

     6.     BOOKS  AND  RECORDS:
     A.     RIGHT TO INSPECT:  Licensee shall keep, maintain and preserve in its
principal  place of business for at least two (2) years following termination or
expiration  of  this  Agreement  or  any  renewal thereof, complete and accurate
records  and  accounts  covering all transactions relating to this Agreement and
pertaining  to  the  various  items required to be shown on the statements to be
submitted  by  Licensee, including, without limitation, invoices, correspondence
and  banking,  financial and other records in Licensee's possession or under its
control.  Such  records and accounts shall be available for inspection and audit
(and  copying  at  Licensor's  expense) at any time or times during or after the
term  or  terms  of  this  Agreement  during  reasonable business hours and upon
reasonable  notice  by  Licensor  or its representatives. Licensee agrees not to
cause or permit any interference with Licensor or representatives of Licensor in
the  performance  of  their  duties  of  inspection  and  audit.

     B.     NO  WAIVER:  The exercise by Licensor, in whole or in part or at any
time  or times, of the right to audit records and accounts or of any other right
herein granted, the acceptance by Licensor of any statement or statements or the
receipt  and  deposit  by  Licensor  of  any payment tendered by or on behalf of
Licensee  shall  be  without prejudice to any rights or remedies of Licensor and
shall not stop or prevent Licensor from thereafter disputing the accuracy of any
such  statement  or  payment.

     C.     REMEDIES  FOR  DISCREPANCIES:  If pursuant to its right hereunder to
audit and inspect Licensor causes an audit and inspection to be instituted which
thereafter  discloses  a  deficiency  of  three percent (3%) or more between the
amount  found  to be due to Licensor and the amount actually paid or credited to
Licensor,  then  Licensee  shall  be  responsible  for  payment  of  the  entire
deficiency,  together  with  interest  thereon at the then current prime rate as
published  in the Wall Street Journal from the date such amount became due until
                  ------------------
the  date  of  payment, and the costs and expenses of such audit and inspection.
If  the audit discloses a deficiency of less than three percent (3%) between the
amount  found  to be due to Licensor and the amount actually paid or credited to
Licensor,  and  if  the  amount  actually  paid or credited to Licensor plus the
deficiency  exceeds  the  Guaranteed  Compensation for the period covered by the
deficiency,  then  Licensee shall pay Licensor the amount of the deficiency plus
interest  as  calculated  above.

     7.     INDEMNIFICATIONS  AND  PROTECTIONS:
     A.     Licensor  hereby  agrees  to indemnify, defend and hold Licensee and
its  owners,  shareholders,  directors,  officers,  employees,  agents,
representatives, successors and assigns harmless from any claims, suits, damages
or  costs  (including  reasonable attorneys' fees and expenses) arising from (i)
challenges  to  Licensor's  right  to  license  the  Intellectual  Property  in
connection with the manufacture, distribution, promotion, advertisement and sale
of the Licensed Products or (ii) assertions to any claim of right or interest in
or to the Intellectual Property as authorized and used on the Licensed Products,
provided  in  each  case  that  Licensee  shall  give  prompt  written  notice,
cooperation  and  assistance to Licensor relative to any such claim or suit, and
provided  further  in each case that Licensor shall have the option to undertake
and  conduct  the  defense  of  any  suit so brought and to engage in settlement
thereof  at  its  sole  discretion.

     B.     Licensee  shall  assist  Licensor,  to  the extent necessary, in the
procurement  of  any  protection  or  to protect any of Licensor's rights to its
Marks,  and  Licensor, if it so desires and in its sole discretion, 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 notify Licensor in writing of
any  infringements or imitations by others of the Intellectual Property of which
it is aware.  Licensor shall have the sole right to determine whether or not any
action  shall be taken on account of such infringements or imitations.  Licensee
shall  not  institute  any  suit  or  take  any  action  on  account of any such
infringements  or  imitations  without  first  obtaining  the written consent of
Licensor  to  do  so.  Licensee  agrees  that it is not entitled to share in any
proceeds  received  by  Licensor (by settlement or otherwise) in connection with
any  formal  or  informal  action  brought  by  Licensor  hereunder.

     C.     Licensee  hereby  agrees  to  indemnify,  defend  and hold Licensor,
shareholders,  directors,  officers,  employees,  agents,  representatives,
successors  and  assigns  harmless  from  any  claims,  suits, damages and costs
(including  reasonable  attorneys'  fees  and  expenses)  arising out of (i) any
unauthorized  use  of or infringement of any trademark, service mark, copyright,
patent,  process,  method  or device by Licensee in connection with the Licensed
Products covered by this Agreement, (ii) alleged defects or deficiencies in said
Licensed  Products  or  the  use  thereof,  or  false  advertising,  fraud,
misrepresentation or other claims related to the Licensed Products not involving
a claim of right to the Intellectual Property, (iii) the unauthorized use of the
Intellectual Property or any breach by Licensee of this Agreement, (iv) libel or
slander  against, or invasion of the right of privacy, publicity or property of,
or  violation  or misappropriation of any other right of any third party, and/or
(v)  agreements  or  alleged  agreements  made  or  entered  into by Licensee to
effectuate  the terms of this Agreement.  Licensor shall give Licensee notice in
writing  of  the  making of any claim or the institution of any action hereunder
and  Licensor may at its option participate in any action.  The indemnifications
hereunder  shall  survive  the  expiration  or  termination  of  this Agreement.


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<PAGE>
     8.     INSURANCE:  Licensee  agrees to obtain, at its own cost and expense,
comprehensive  general liability insurance including product liability insurance
from  an insurance company acceptable to Licensor, providing adequate protection
for Licensor against any claims or suits arising out of any of the circumstances
described  in  Paragraph 7 above for which insurer is able to provide insurance,
in  an  amount  no  less than $5,000, 000 (five million dollars) per incident or
occurrence,  or  Licensee's  standard  insurance  policy  limits,  whichever  is
greater,  and  with a reasonable deductible in relation thereto.  Such insurance
shall remain in force at all times during the license period and for a period of
five  years  thereafter.  Within thirty (30) days from the date hereof, Licensee
will  submit  to Licensor a fully paid policy or certificate of insurance naming
Licensor as an additional insured party and requiring that the insurer shall not
terminate  or  materially modify such policy or certificate of insurance without
written  notice  to  Licensor  at  least  thirty  (30)  days in advance thereof.

     9.     COPYRIGHT  AND TRADEMARK NOTICES AND REGISTRATIONS:  Licensee agrees
that  in  any  instance wherein the Intellectual Property is used, including but
not  limited  to use in connection with the production, advertisement, promotion
and  sale  of the Licensed Products, Licensee shall cause a general notice to be
included  on  the  product,  on a label(s), on the packaging material(s) or on a
separate slip of paper attached to the products in a form and format as mutually
agreed  on  by  the parties.  Licensee shall submit a copy of its specifications
for  all  of the above notices (including copies of its artwork, layouts or mold
blueprints) to Licensor for its review.  Licensor shall have the right to revise
the  above  notice  requirements  and  to require such other notices as shall be
reasonably  necessary  to  protect  the  interests of Licensor in the respective
Intellectual  Property.  Licensee  agrees to advise Licensor of the initial date
of  the  marketing  of  all  Licensed  Products, and upon request, to deliver to
Licensor  the  required  number  and  type  of  specimen samples of the Licensed
Products,  labels  or  the like upon which the Intellectual Property is used for
use  in  procuring copyright, trademark and/or service mark registrations in the
name  of  and  at  the  expense  of the person, firm, corporation or other legal
entity owning the Intellectual Property, in compliance with any laws relating to
copyright,  trademark  and service mark registrations.  Except to the extent set
forth  in  any  schedules  attached  to this Agreement, Licensor shall be solely
responsible  for  taking  such  action  as  it  deems appropriate to obtain such
copyright,  trademark  or  service  mark  registrations  for  its  Intellectual
Property.  If  it  shall be necessary for Licensee to be the applicant to effect
any  such registrations, Licensee shall and hereby does assign all of its rights
in each such application and any resulting registration to Licensor or any other
appropriate owner thereof, and further agrees to execute all papers necessary to
effectuate  and/or  confirm  such  assignments.  Licensee shall perform all acts
necessary  and execute all documents necessary to effectuate its registration as
a user of the Intellectual Property where such registration is needed.  Licensee
also  agrees  that, in any case where it employs the service of photographers or
artists  in connection with the production, promotion, marketing or distribution
of  the  Licensed  Products, it will require each such photographer or artist to
agree  that  the  photographic or artistic works he or she produces for Licensee
shall  be "works made for hire" for the purposes of the copyright laws, and that
to the extent such photographic or artistic works may not qualify as "works made
for  hire,"  the  copyright  in  each  such  work  is  assigned  to  Licensee.


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<PAGE>
     10.     APPROVALS:   Licensor   shall   have   absolute   approval  of  the
Licensed  Products and of all packaging, advertising and promotional material at
all  stages  of the development thereof.  Licensee agrees to furnish in a timely
manner  to  Licensor,  free  of cost, for its written approval as to quality and
style,  designs  of  the  Licensed Products and samples of each Licensed Product
before  its  manufacture,  sale,  promotion,  advertisement  or  distribution,
whichever  first occurs, and samples of all advertising, point of-sale displays,
catalogs,  sales  sheets  and  other  items  that embody, display or picture the
Intellectual  Property, and no such Licensed Products other such materials shall
be  manufactured,  sold, promoted, advertised or distributed by Licensee without
such  prior  written approval.  In particular, no use of any Mark or Marks shall
be  made  on stationery of Licensee (specifically including, without limitation,
letterhead,  envelopes,  business  cards,  shopping  bags, invoices, statements,
packing  slips,  etc.) without Licensor's express written approval in advance of
any  such  use.  In  addition, no irregulars, seconds or other Licensed Products
which  do  not  conform  in all material respects to the approved samples may be
distributed  or  sold  without  the express written advance consent of Licensor.
All  such  sales,  if  made,  shall bear Percentage Compensation as set forth in
Paragraph  4b.  Subject,  in  each  instance,  to  the prior written approval of
Licensor,  Licensee  or  its  agents  may  use  textual  and/or pictorial matter
pertaining  to  the  Intellectual  Property  on  such  promotional  display  and
advertising  material  as may, in its judgment, promote the sale of the Licensed
Products.  Ten  (10)  samples of each Licensed Product shall be supplied free of
cost  to Licensor.  From time to time subsequent to final approval, a reasonable
number  of  production  samples  shall  periodically be sent to Licensor free of
cost.  Such  samples  shall  also  be  sent  upon any change in design, style or
quality,  which  shall necessitate subsequent approvals by Licensor.  Additional
samples  shall  be  supplied  to  Licensor  upon  request  at no more than cost.
Licensor  shall  also have the right to inspect Licensee's plants, warehouses or
storage  facilities  at  any  reasonable  time  without  notice.

     In  the  event  that  any  item  or matter submitted to Licensor under this
Agreement  for approval or consent shall not have been approved or consented to,
disapproved  or denied, or commented upon within twenty (20) business days after
receipt  thereof  by Licensor, and Licensor (both Account Supervisor and Quality
Control) shall have received notice from Licensee that comment is overdue by fax
or  other  written  communication,  and Licensor shall not have commented within
five  (5) additional Licensor business days of receipt of such notice, any items
or  matters  so  submitted  shall  be  deemed  approved  and  consented  to.

     In  any instance where any material is required to be submitted to Licensor
for  Licensor's  approval,  that  approval  shall  be  granted  or  withheld  in
Licensor's  sole  discretion.  No  Licensed  Products  shall  be  sold  without
Licensor's  approval  as  provided  in  this  section.

     11.     DISTRIBUTION:  Licensee  shall  sell  the  Licensed  Products  to
jobbers,  wholesalers,  distributors  or  retailers  for  sale  or  resale  and
distribution to retail stores and merchants for their resale and distribution or
directly  to  the public.  In the event Licensee sells or distributes a Licensed
Products at a special price directly or indirectly to itself, including, without
limitation,  any  subsidiary  of  Licensee,  or  to  any  other  person, firm or
corporation  related  in  any  manner  to Licensee or its officers, directors or
major  stockholders,  Licensee shall pay compensation with respect to such sales
or  distribution  based  upon the price generally charged the trade by Licensee.


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     12.     GOODWILL:  Licensee recognizes the great value of the publicity and
good  will  associated  with the Marks and in such connection, acknowledges that
such  goodwill  belongs  exclusively  to  Licensor.

     13.     SPECIFIC UNDERTAKINGS OF LICENSEE: During the Term, each additional
license  period  if  any  and  thereafter,  Licensee  agrees  that:

     A.     It  will not acquire any rights in the Marks specified in Schedule G
attached  hereto or Intellectual Property as a result of its use thereof and all
use  of  the  Marks and Intellectual Property shall inure to Licensor's benefit;

     B.     It will not, directly or indirectly, attack the title of Licensor in
and  to  the  Marks  or  Intellectual  Property,  or any copyright, trademark or
service  mark pertaining thereto, nor will it attack the validity of the license
granted  hereunder,  nor  will  it use the Marks or Intellectual Property in any
manner  other  than  as  licensed  hereunder;

     C.     It will not at any time apply for any registration of any copyright,
trademark, service mark or other designation which would affect the ownership of
the  Marks,  or  file  any  document with any governmental authority or take any
action  which  would  affect the ownership of the Marks or aid or abet anyone in
doing  so;

     D.     It  will  not  harm,  misuse  or  bring  into disrepute the Marks or
Intellectual  Property;

     E.     It  will  manufacture,  sell,  promote, advertise and distribute the
Licensed  Products  in  a  legal  and  ethical manner and in accordance with the
terms,  conditions  and  intent  of  this  Agreement;

     F.     It  will  not create any expenses chargeable to Licensor without the
prior  written  approval  of  Licensor;

     G.     It will protect to the best of its ability the right to manufacture,
sell  and  distribute  the  Licensed  Products  hereunder;

     H.     It  will  not  use  the  Licensed Products for combination sales, as
self-liquidation  or  free  giveaways or for any similar method of merchandising
without  the  prior  written consent of Licensor and will exercise due care that
its  customers  likewise  will  refrain  from  making  such  use of the Licensed
Products;

     I.     It  will  not,  without the prior written consent of Licensor, enter
into  any  sublicense  or agency agreement for the manufacture, sale, promotion,
advertisement  or  distribution  of  the  Licensed  Products;

     J.     It  will not engage in tying practices, illegal restraints of trade,
or selling practices that exclude any members of the retail trade for any reason
other  than  poor  credit  history, known lack of integrity or disregard for the
rights  of  Licensor.  Nothing  in  the  preceding  sentence  shall be deemed to
require  Licensee  to  violate  any  other  term  of  this  Agreement;


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<PAGE>
     K.     It  will  not  use,  or  knowingly  permit  the use of, the Licensed
Products as a premium, except with the prior written consent of Licensor and the
specific negotiation of a higher royalty payment therefor.  For purposes of this
Agreement,  the term "premium shall be defined as including, but not necessarily
limited  to, free or self-liquidating items offered to the public in conjunction
with  the  sale or promotion of a product or service, including traffic building
or  continuity visits by the consumer/customer, or any similar scheme or device,
the  prime  intent  of which is to use the Licensed Products in such a way as to
promote,  publicize  and/or sell the products, services or business image of the
third  party  company  or  "Premium"  use  shall  also  specifically  include
distribution  of  the  Licensed  Products  for  retail sale through distribution
channels  (including, without limitation, catalogs) offering earned discounts or
"bonus"  points  based  upon  the  extent  of  usage of the offeror's product or
service;

     L.     It  will comply with such guidelines and/or requirements as Licensor
may  announce  from time to time.  It will comply with all laws, regulations and
standards relating or pertaining to the manufacture, sale, advertising or use of
the  Licensed Products and shall maintain the highest quality and standards, and
shall  comply  with  the  requirements  of  any  regulatory agencies (including,
without  limitation,  the  United States Consumer Safety Commission) which shall
have  jurisdiction  over  the  Licensed  Products;

     M.     It  guarantees  that  Licensor will obtain and shall be permitted to
obtain Licensed Products for retail sale at lowest possible wholesale prices and
shall  receive  prompt  shipments  and/or  deliveries  of the Licensed Products,
without  regard  to  the  relatively  small  volume  its  orders  may represent.
Licensor  may obtain the Licensed Products for their use, but not resale, at the
manufacturer's  lowest  possible  price, which shall in no event be greater than
its  lowest  wholesale  price;

     N.     It  will  furnish to Licensor, upon request of Licensor (which shall
be  made only for reasonable cause and no more often than once per year), a list
of  all  its  distributors,  sales  representatives and jobbers for the Licensed
Products,  as  well as a list of all its "trade names," said list to include the
company  name,  address,  telephone  number,  territorial representation and key
contact name.  Licensor agrees that it will not divulge any information provided
to  it  under  this  paragraph  to  any other competitor licensing organization;

     O.     Concurrently  with  its execution of this Agreement, it will provide
Licensor  with  the  names,  addresses, telephone numbers and names of principal
contacts  of  each  party  (hereinafter  referred  to  as  "Manufacturer"), both
domestic  and  foreign,  that Licensee desires or intends to have produce one or
more  of  the  Licensed  Products  in  the  event Licensee desires not to be the
manufacturer  of  such  Licensed Products.  This information shall be set out in
Schedule  H  of  this Agreement and Licensee shall specify the Licensed Products
Manufacturer  will  produce.  In  the  event  Licensee  wishes  to  substitute a
Manufacturer  for  those  listed in Schedule H or wishes to add to the number of
Manufacturers,  Licensee  shall  first provide Licensor with the information set
out  in  Schedule  H  regarding  the  proposed  new Manufacturers for Licensor's
written  approval of such Manufacturers.  Licensee's failure to do so may result
in termination of this Agreement and/or confiscation and seizure of the Licensed
Products.  Licensee  shall  ensure  that:


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<PAGE>
          (a)     Manufacturer  produces  no merchandise bearing the Marks other
                  than  the  Licensed Products  described  in Schedule H of this
                  Agreement unless authorized  by  Licensor;

          (b)     Manufacturer  produces  the Licensed Products only as and when
                  directed  by  Licensee and in accordance with the terms herein
                  and in compliance with  all  aws, regulations and governmental
                  rules  applicable  to  the  Licensed  Products  and/or   their
                  manufacture;

          (c)     Manufacturer  does  not  supply  the  Licensed Products to any
                  person,  firm,  corporation  or  business  entity  other  than
                  Licensee or to such entities  as may be authorized by Licensee
                  and  Licensor  jointly;  and

          (d)     Manufacturer  does  not  delegate in any manner whatsoever its
                  obligations  with  respect  to  the  Licensed  Products.

     Prior  to  the  delivery  of  the  Licensed  Products  from Manufacturer to
Licensee,  Licensee  shall  submit  to  Licensor,  free of cost, for its written
approval  as to quality and style, at least two samples of the Licensed Products
produced  by  Manufacturer;

     P.     It  will  not  manufacture  or  allow the manufacture, or accumulate
inventory,  of  the  Licensed  Products, at a rate greater than its average rate
during  the  license  period  as  the  end  of  the  license  period approaches;

     Q.     It  will  not sell the Licensed Products to parties whom it knows or
reasonably  should know will resell or distribute such Licensed Products outside
the  Licensed  Territory;

     R.     It  will  not  disclose  any  confidential,  private,  restricted or
otherwise  nonpublic  information  concerning  VICTOR  EBNER  ENTERPRISES,  S.A.
which, it acknowledges, it may become privy to during the Term of this Agreement
and  for two (2) years thereafter for information which is not a "trade secret";

     S.     It  will not grant to any third person or entity a security interest
in  the  Licensed  Products  without  Licensor's  prior  written  approval;  and

     T.     With  respect  to  any  Licensed  Products  manufactured outside the
United  States,  (i) it will take receipt of goods at U.S.  ports of entry, (ii)
it  will not allow any entity in the United States, including but not limited to
distributors,  wholesalers  and  retailers,  to  accept shipment of the Licensed
Products from any non-U.S.  manufacturer of such Licensed Products, and (iii) it
will  distribute  such  Licensed  Products  to  third parties, including but not
limited  to  distributors,  wholesalers and retailers, from Licensee's principal
place  of  business  only.

     U.     It  shall  not  make any warranties or representations regarding the
results  or  anticipated  results  of  the  Licensed Products, including without
limitation,  those  regarding  foreign  language  literacy  and comprehension of
foreign  language(s).


                                        9
<PAGE>
     14.     APPROVAL  OF  MANUFACTURER,  ETC.:  Nothing contained herein may be
construed  so  as  to  imply  endorsement of Manufacturer by Licensor.  Licensee
shall  seek  Licensor's  written  approval  of  Manufacturer prior to Licensee's
engagement  of  Manufacturer.  Any  approval of Manufacturer granted by Licensor
relates  solely  to  the  manufacturing  of  the Licensed Products and shall not
constitute  a  grant  of any right, title or interest in or to the Marks, nor to
any  copyrights, trademarks or service marks or other property rights associated
therewith.  Licensor  hereby  reserves  the right to terminate in its discretion
the  engagement  of  Manufacturer  at  any  time.  Additionally,  Licensor  may
confiscate goods or samples imported by Licensee or shipped by Manufacturer that
bear any of the Marks and that have not been approved by Licensor as to quality.

     15.     ACKNOWLEDEMENT  OF  RIGHTS:  Licensee  hereby  acknowledges  the
proprietary  nature  of  the  Intellectual Property of Licensor and acknowledges
that  all  rights,  title  and  interest to such Intellectual Property belong to
Licensor.  Licensee  represents  that  it  has  not made any unauthorized use of
Intellectual  Property  of  Licensor  and agrees that it will make no use of any
such  Intellectual  Property,  other than as provided in this Agreement, without
the  prior  written consent of Licensor.  Any use Licensee has made or will make
of  such Intellectual Property has not conferred or will not confer, as the case
may  be,  any  rights  or benefits upon it whatsoever, and any rights created by
such  use  shall  inure  to  the  benefit  of  the  Licensor.

     16.     TERMINATION:  Licensor  shall  have  the  right  to  terminate this
Agreement without prejudice to any other rights which it may have, whether under
the  provisions  of  this  Agreement, in law or in equity or otherwise, upon the
occurrence  of  any  one  or  more  of  the  following  events  (herein  called
"defaults"),  and  Licensee's  failure to cure such default(s) completely within
ten  (10)  business  days  from  Licensee's  receipt  of  notice  from Licensor;

     A.     If  Licensee  fails  to  deliver  to Licensor or to maintain in full

force  and  effect  the  insurance  referred  to  in  Paragraph  8  hereof;  or

     B.     If Licensee fails to make any payment due hereunder on the date due,

at  which  time  all  monies  which  are owed during the current term or renewal
referred  to  in  Schedule  F  of this Agreement shall become due and payable to
Licensor;  or

     C.     If  Licensee  fails  to  deliver  any  of the statements hereinabove

referred to or to give access to the premises and/or license records pursuant to
the  provisions hereof to Licensor's authorized representatives for the purposes
permitted  hereunder;  or

     D.     If  any governmental agency or court of competent jurisdiction finds

that  the  Licensed  Products  are  defective  in  any  way,  manner or form; or

     E.     If  Licensee  is  unable  to  pay  its  debts when due, or makes any

assignment  for  the  benefit  of  creditors  or  an arrangement pursuant to any
bankruptcy  law,  or  files  or  has  filed  against  it  any petition under the
bankruptcy  or  insolvency  laws  of any jurisdiction, county or place, or shall
have  or  suffer  a  receiver  or  trustee  to  be appointed for its business or
property,  or  be  adjudicated  a  bankrupt  or  an insolvent.  In the event the
license  granted  hereunder  is  terminated  pursuant  to this Paragraph neither
Licensee  nor  its receivers, representatives, trustees, agents, administrators,
successors  and/or  assigns  shall  have any right to sell, exploit or otherwise
deal  with  or  in  the  Licensed  Products without the prior written consent of
Licensor;  or


                                       10
<PAGE>
     F.     If  Licensee  does  not  commence  in  good  faith  to  manufacture,

distribute  and  sell  the  Licensed  Products throughout the Licensed Territory
within  any  twelve (12) month period, but such default and Licensor's resultant
right  of  termination shall apply only to the specific Licensed Products and/or
the  specific  territory(ies)  which  or  wherein  Licensee  fails  to meet said
requirements;  or

     G.     If  Licensee  shall discontinue its business as it is now conducted;
     or

     H.     If  Licensee  shall  breach  any  of  the  undertakings set forth in
     Paragraph  13  hereof;  or

     I.     If  Licensee  shall  breach  any  of the terms of this Agreement; or

     J.     If,  in  the  periodic  statements furnished pursuant to Paragraph 5
     hereof,  the  amounts  owed  to  Licensor are significantly or consistently
     understated;  or

     K.     If  Licensee  shall  undergo  a  change  in  majority or controlling
     ownership.

     In  the event any of these defaults occurs and Licensor desires to exercise
its  right  of  termination under the terms of this Paragraph 16, Licensor shall
give  notice of termination in writing to Licensee. Any and all payments then or
later  due  from  Licensee hereunder (including Advance Compensation) shall then
become  promptly  due and payable in full to Licensor and without set off of any
kind; i.e., no portion of any prior payments made to Licensor shall be repayable
to Licensee. Until payment to Licensor of any monies due it, Licensor shall have
a  lien  on  any units of the Licensed Products not then disposed of by Licensee
and  on  any  monies  due  Licensee  from  any  jobber, wholesaler, distributor,
sublicensee  or  other  third  parties  with  respect  to  sales of the Licensed
Products.  Upon  termination  or  expiration  of  the  term  hereof, all rights,
licenses and privileges granted to Licensee hereunder shall automatically revert
to  Licensor  and  Licensee  shall execute any and all documents evidencing such
automatic  reversion.

     17.     FINAL  STATEMENT  UPON  TERMINATION  OR  EXPIRATION: Licensee shall
deliver to Licensor, as soon as practicable, following expiration or termination
of  this  Agreement,  a  statement  indicating the number and description of the
Licensed  Products  on  hand.  Following  expiration or termination Licensee may
manufacture  no  more  Licensed  Products,  but  may  continue to distribute its
remaining  inventory  for a period not to exceed sixty (60) days, subject to the
terms  of  Paragraph  4  hereof  and  payment  of  applicable royalties relative
thereto;  provided, however, that such royalties shall not be applicable against
Advance Compensation or Guaranteed Compensation.  Notwithstanding the foregoing,
Licensee  shall  not manufacture, sell or distribute any Licensed Products after
the  expiration  or  termination of this Agreement because of (a) the failure of
Licensee  to  cause  the  appropriate  statutory notice of copyright, trademark,
service mark or user registration to appear wherever the Marks are used; (b) the


                                       11
<PAGE>
departure  of Licensee from the quality and style approved by Licensor under the
terms of Paragraph 10 hereof; (c) the failure of Licensee to obtain the approval
of  Licensor under the terms of Paragraph 10 hereof; or (d) the occurrence of an
event  of default under the terms of Paragraphs 13and 16 hereof.  Licensor shall
have  the  option  to  conduct  physical  inventories  before  termination  and
continuing  until the end of the 60-day sell-off period in order to ascertain or
verify  such  inventories  and/or statement.  Immediately upon expiration of the
sell-off  period, Licensee shall furnish Licensor a detailed statement certified
by  an  officer  of  Licensee  showing  the  number  and description of Licensed
Products  on  hand  in  its  inventory  and  shall  dispose of such inventory at
Licensor's  direction  and at Licensee's expense.  In the event Licensee refuses
to  permit  Licensor  to conduct such physical inventory, Licensee shall forfeit
its  right  hereunder  to  dispose  of  such  inventory.  In  addition  to  such
forfeiture,  Licensor shall have recourse to all other remedies available to it.

     18.     INJUNCTION:  Licensee  acknowledges that its failure to perform any
of the terms or conditions of this Agreement, or its failure upon the expiration
or  termination  of  this  Agreement  to  cease  the manufacture of the Licensed
Products  and  limit  their  distribution  and  sale as provided in Paragraph 11
hereof,  shall  result  in  immediate and irreparable injury, harm and damage to
Licensor. Licensee also acknowledges that there may be no adequate remedy at law
for  such  failures and that in the event thereof, Licensor shall be entitled to
equitable  relief  in  the  nature  of  an injunction and to all other available
relief,  at  law  and/or  in  equity.

     19.     RESERVATION  OF  RIGHTS:  Licensor retains all rights not expressly
and  exclusively  conveyed  herein, and Licensor may license firms, individuals,
partnerships or corporations to use the Intellectual Property in connection with
other  products,  including  other  products  identical to the Licensed Products
contemplated  herein outside the territory.  Licensor reserves the right to use,
or  license  others  to  use  and/or  manufacture,  identical items as premiums.

     20.     PAYMENTS:  All  payments shall be made to VICTOR EBNER ENTERPRISES,
S.A.  and  sent  to  an  address  designated  by  Licensor.

     21.     WAIVER  MODIFICATION:  No  waiver,  modification or cancellation of
any  term  or  condition of this Agreement shall be effective unless executed in
writing  by  the  party  charged  therewith.  No written waiver shall excuse the
performance  of  any  act  other than those specifically referred to therein. No
waiver by either party hereto of any breach of this Agreement shall be deemed to
be  a  waiver  of  any  preceding  or succeeding breach of the same or any other
provision  hereof.  The  exercise of any right granted to either party hereunder
shall  not  operate  as  a  waiver.  The  normal  expiration of the term of this
Agreement  shall not relieve either party of its respective obligations accruing
prior  thereto,  nor  impair  or prejudice the respective rights of either party
against  the  other,  which  rights  by  their  nature  survive such expiration.
Licensor  makes  no  warranties  or  representations  to  Licensee  expect those
specifically  expressed  herein.

     22.     NO  PARTNERSHIP:  This  Agreement does not constitute and shall not
be  construed  as  constituting  an  agency,  partnership  or  joint  venture
relationship  between  Licensee  and  Licensor.  Licensee shall have no right to
obligate or bind Licensor in any manner whatsoever, and nothing herein contained
shall  give  or is intended to give any rights of any kind to any third persons.

     23.     NON-ASSIGNABILITY:  Licensee  acknowledges  and  recognizes:

          (a)     That  it has been granted the license described in Paragraph 1
because  of  its  particular  expertise, knowledge, judgment, skill and ability;

          (b)     That it has substantial and direct responsibilities to perform
this  Agreement  in  accordance  with  all  of  the  terms  contained  herein;

          (c)     That  Licensor  is  relying  on  Licensee's  unique knowledge,
experience  and  capabilities  to  perform  this  Agreement in a specific manner
consistent  with  the  high  standards  of integrity and quality associated with
VICTOR  EBNER  ENTERPRISES,  S.A.  as (method for learning second languages) and
with  VICTOR  EBNER  ENTERPRISES,  S.A.'s  licensed  merchandise;  and

          (d)     That  the granting of the license under this Agreement creates
a  relationship  of  confidence  and  trust between Licensee and Licensor.  This
Agreement  is  personal  to  Licensee,  and  Licensee  shall  not  sublicense or
franchise any of its rights hereunder, and neither this Agreement nor any of the
rights  of Licensee hereunder shall be sold, transferred or assigned by Licensee
without  Licensor's prior written approval and no rights hereunder shall desolve
by  operation  of  law  or  otherwise  upon  any assignee, receiver, liquidator,
trustee  or  other  party.  Subject  to  the  foregoing, this Agreement shall be
binding  upon  and  shall  inure  to  the  benefit  of the parties hereto, their
successors  and  assigns.

     24.          PARAGRAPH  HEADINGS:  Paragraph  headings  contained  in  this
Agreement  are  for convenience only and shall not be considered for any purpose
in  governing,  limiting,  modifying,  construing or affecting the provisions of
this  Agreement  and  shall  not  otherwise  be  given  any  legal  effect.

     25.     SINGULARS AND PLURALS.  Where required to conform to common English
usage  and  to  permit  a consistent, reasonable construction of this Agreement,
words  appearing  in  the singular shall be deemed to be in the plural, words in
the  plural  shall be deemed to be in the singular, and subjects and verbs shall
be  deemed  to  agree  with  each  other  in  the  proper  sense.

     26.     CONSTRUCTION:  This  Agreement  shall  be construed, controlled and
interpreted  according  to  federal  law  and  the laws of the State of New York
without regard to principles of conflict of laws. All disputes of this Agreement
shall  be  resolved  by the courts of the State of New York and the Licensor and
Licensee  consent to the jurisdiction of such courts, agree to accept service of
process by mail, and hereby waive any jurisdictional or venue defenses otherwise
available to them. If any of the terms of this Agreement are held to be unlawful
by  a court of competent jurisdiction, such a finding shall in no way affect the
remaining  obligations  of  the  Licensor  and  Licensee  hereunder.


                                       12
<PAGE>
     27.     SEVERABILITY:  The  determination  that  any  provision  of  this
Agreement  is  invalid or unenforceable shall not invalidate this Agreement, and
the  remainder  of  this Agreement shall be valid and enforceable to the fullest
extent  permitted  by  law.

     28.     TIME  OF  THE ESSENCE:  Time is of the essence of all parts of this
Agreement.

     29.     ACCEPTANCE  BY  LICENSOR:  This instrument, when signed by Licensee
or  a  duly authorized officer of Licensee, shall be deemed an application for a
license and not a binding agreement unless and until signed by a duly authorized
officer  of  Licensor.  The  receipt  and/or deposit by Licensor of any check or
other  consideration  given  by  Licensee and/or the delivery of any material by
Licensor  to  Licensee  shall  not  be  deemed an acceptance by Licensor of this
application.  The  foregoing  shall  also  apply  to  any  documents relating to
renewals  or  modifications  hereof.

     30.     INTEGRATION:  This  Agreement, when fully executed, shall represent
the  entire understanding between the parties hereto with respect to the subject
matter  hereof  and  supersedes  all previous representations, understandings or
agreements,  oral  or  written,  between the parties with respect to the subject
matter  hereof.

     31.     FORCE  MAJEURE:  Unless  otherwise  agreed  in  writing,  neither
Licensor  or  Licensee shall be liable for any damages, costs, expenses or other
consequences  incurred by the other or by any other person or entity as a result
of  or  due to circumstances or events beyond its reasonable control, including,
without  limitation,  acts of God; change in or in the interpretation of any law
or  regulation;  strikes,  lockouts  or other labor problems; fire or explosion;
riot,  military  action  or  usurped power; or actions or failures to act on the
part of a governmental authority provided that the non-performing party notifies
the  other  party  of  such circumstances within thirty (30) days of learning of
such  circumstances.  Any  deadlines  that Licensor or Licensee fails to meet by
reason  of  any  such circumstance or event shall be extended for such period of
time  as  is reasonable in light of such circumstance or event.  Notwithstanding
the  foregoing, unless otherwise agreed in writing, this Section shall not be an
excuse  for nonpayment.  If any circumstance of non-performance extends for more
than  sixty  (60)  days,  it  shall constitute a breach of the Agreement and the
non-performing  Licensor  or  Licensee  may  terminate the Agreement pursuant to
Paragraph  16.

     32.     MISCELLANEOUS:  Licensee  acknowledges  that  this Agreement is for
the  Term  specified  in  Schedule E only and that neither the existence of this
Agreement  nor anything contained herein shall impose on Licensor any obligation
to  renew  or  otherwise  extend  this Agreement after expiration of the license
period.


                                       13
<PAGE>
                                   SCHEDULE A
                               "Personal Services"

Licensor  shall provide the following "Personal Services" of Licensor commencing
no  more than thirty (30) Licensor business days from the Effective Date of this
Agreement:


<PAGE>
                                   SCHEDULE B
                                     "Marks"

"Marks"  are defined as the following trademarks and services marks of Licensor,
including  all  substantially  similar variants of the marks which may now or in
the  future  be  pending or registered in the United States Patent and Trademark
Office  ("PTO")  or  any  other  trademark  registry anywhere else in the world:


     MARK                                        APPLN/REG. NO.
1.   Victor Ebner (word mark);
2.   Victor Ebner (stylized);
3.   Victor Ebner & Design;
4.   Victor (word mark);
5.   Victor (stylized);
6.   Victor & Design;
7.   Ebner (word mark);
8.   Ebner & Design;
9.   People Speak Victor (word mark);
10.  People Speak Victor & Design;
11.  Miscellaneous Design (animated character);
12.  Magic Lingua (word mark);
13.  Magic Lingua (stylized);
14.  Magic Lingua & Design;
15.  Victor Ebner Method (word mark);
16.  Victor Ebner Institute (word mark); and
17.  Victor Ebner Institute (stylized).


<PAGE>
                                   SCHEDULE C
                               "Licensed Products"

"Licensed  Products"  shall  refer to the following existing or future goods and
services  of  Licensor  used  in  teaching  foreign  languages:

1.     Audio  and  visual  multimedia  products  for  use  in  foreign  language
       instruction  including  but not limited to pre-recorded audio and video
       cassette tapes,  CD-ROMS,  DVD's,  and  compact  discs;

2.     Text,  graphics,  artwork  literary  works  including  downloadable  and
       non-downloadable  computer  software;

3.     Musical  works,  including  any  accompanying  words,  dramatic  works,
       including  any  accompanying  music,  pantomimes and choreographic works;

4.     Pictorial,  graphic,  and  sculptural  works;

5.     Videos,  films,  and  other  audiovisual  works  and  sound  recordings;

6.     Instruction  manuals,  books  and  course  materials;

7.     Clothing;  and

8.     Toys.


<PAGE>
                                   SCHEDULE D
                              "Licensed Territory"

"Licensed  Territory"  is  defined  as  the  United  States  of  America and its
territories  and  possessions.


<PAGE>
                                   SCHEDULE E
                                     "Term"

The  Term of the Agreement shall commence as of the Effective Date and remain in
effect  for five (5) years therefrom.  Except the Agreement shall terminate upon
the  delivery  by Licensor to Licensee audited financial statements that met the
requirements of generally accepted principles and standards and which effectuate
the  terms  of  Capital  Contribution  Agreement.


<PAGE>
                                   SCHEDULE F
                                   "Royalties"

Licensor  shall  receive the following "Royalties" from Licensee, such Royalties
to  be  itemized  by  the  Licensee:

1.      "Monthly  Royalty"  Pursuant  to  the schedule set forth in Paragraph 4,
         ---------------
         Licensee  shall  pay  Licensor  a royalty of the greater of six percent
         (6%) of Net Sales  of  the  Licensed  Products  or  $25,000 per year.


<PAGE>
                                   SCHEDULE G
                             "Intellectual Property"

Intellectual  Property  refers to the Marks and the following copyrights, patent
processes, methods or devices including:  all language content including but not
limited  to all text, graphics, art work, audio and visual recordings for use in
all  Licensed  Products  including  but  not  limited  to  all course materials,
instruction  manuals,  pre-recorded audio and video cassettes, CD-ROMS and DVD's
for  use  in  teaching  each  of  the  languages offered now or in the future by
Licensor;  visual  and  audio  demonstrations  and instruction of how to use all
Licensed  Products  including  but  not  limited  to interactive versions of the
Licensor's  language  method  via  the  Internet;  consultation  and instruction
materials  supporting the sale, promotion, advertisement and use of all Licensed
Products;  and  Licensed  Product  updates  and  enhancements  as  developed  by
Licensor.

Copyrights  refer  to  all  material  published  and unpublished by Licensor its
affiliates, parent, and subsidiary corporations including but not limited to all
literary  works  including  computer  programs,  musical  works,  including  any
accompanying words, dramatic works, including any accompanying music, pantomimes
and  choreographic  works,  pictorial,  graphic,  and  sculptural  works, motion
pictures  and  other  audiovisual  works  and  sound  recordings


<PAGE>
                                   SCHEDULE H
                           "Authorized Manufacturers"

"Authorized  Manufacturers"  are  the  following companies, entities or persons:

Company  Name:         _______________________
Address:               _______________________
Contact:               _______________________
Telephone  Number:     _______________________
Telefax  Number:       _______________________
Email  Address:        _______________________


Company  Name:         _______________________
Address:               _______________________
Contact:               _______________________
Telephone  Number:     _______________________
Telefax  Number:       _______________________
Email  Address:        _______________________


<PAGE>
Company  Name:         _______________________
Address:               _______________________
Contact:               _______________________
Telephone  Number:     _______________________
Telefax  Number:       _______________________
Email  Address:        _______________________


Company  Name:         _______________________
Address:               _______________________
Contact:               _______________________
Telephone  Number:     _______________________
Telefax  Number:       _______________________
Email  Address:        _______________________


<PAGE>