EXHIBIT 10.66



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Polaris Industries Inc.
Karts International Incorporated
Page 1


                                LICENSE AGREEMENT
                                -----------------

This license  agreement  ("Agreement")  is entered  into by and between  Polaris
Industries Inc. ("Polaris" or "Licensor"),  a corporation organized and existing
under the laws of the State of Delaware with its principal  place of business at
1225  Highway  169  North,  Plymouth,  Minnesota  55441 and Karts  International
Incorporated,  ("Karts" or  "Licensee"),  a  corporation  organized and existing
under the laws of the State of Nevada  with its  principal  place of business at
62204 Commercial Street, Roseland, LA 70456.

WHEREAS,  the  licensor  is in  the  business  of  manufacturing  and  marketing
snowmobiles, personal watercraft, all terrain vehicles, motorcycles, and related
parts,  garments and accessories under the brand name Polaris,  and owns certain
trademark  rights and other  intellectual  property  rights with respect to this
brand name and its products;

WHEREAS,  the licensee is in the business of  manufacturing  and  marketing  gas
powered fun karts and mini-bikes and related parts and  accessories  and desires
to obtain  from the  Licensor a license  under said  trademark  rights and other
intellectual  property rights owned by the Licensor to develop the "Articles" as
hereinafter defined below;

NOW, THEREFORE, the parties do hereby agree and covenant as follows:

1.       MEANING OF TERMS
         ----------------

         A.       "Licensed  Material" means the graphic  representations of the
                  following:  POLARIS,  VICTORY and such other  related marks as
                  are registered by Polaris in the authorized  territories,  and
                  artwork as may be designated by Licensor.

         B.       "Trademarks" means "POLARIS,"  "VICTORY," and other trademarks
                  as identified by Licensor and the  representations of Licensed
                  Material included in Subparagraph 1.A. above.

         C.       "Articles"  means the following items on or in connection with
                  which  the  Licensed   Material   and/or  the  Trademarks  are
                  reproduced or used,  and includes each and every stock keeping
                  unit  ("SKU")  of each  Article:  Four gas  powered  Fun Karts
                  originally  identified as Eagle 11, Tracker,  Trail Runner and
                  Trail Sport,  "Victory Jr." mini-bike and other SKUs as may be
                  agreed upon in writing by the parties.

         D.       "Minimum   Per  Article   Royalty"   means  for  each  Article
                  identified herein which is sold the sum indicated herein:

                           None.

         E.       "Term"  means the  period  commencing  December  30,  1999 and
                  ending April 30, 2003.

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         F.       "Territory" means USA and Canada.

         G.       "Royalties" means a royalty in the amounts set forth below:

                  (1)      A royalty of 5% of Licensee's  Net Invoiced  Billings
                           for  each   Article  sold  during  the  Term  of  the
                           Agreement.

                  (2)      The sums paid to Polaris as Royalties on any sales to
                           Licensee's  Affiliates shall be no less than the sums
                           paid  on  sales  to  customers  not  affiliated  with
                           Licensee.

                  (3)      The full Royalty percentage shall be payable on close
                           out  or  other  deep  discount   sales  of  Articles,
                           including sales to employees.

                  (4)      Royalties  reported on sales of  Articles  which have
                           been returned to Licensee for credit or refund and on
                           which a refund  has been made or credit  memo  issued
                           may be credited  against  Royalties  due up to 20% of
                           Net Invoiced  Billings.  The credit shall be taken in
                           the  Royalty  Payment  Period in which the  refund is
                           given or credit memo  issued.  Unused  credits may be
                           carried  forward,  but in no event shall  Licensee be
                           entitled to a refund of Royalties.

                  (5)      The  Royalties are payable in U.S.  dollars.  Foreign
                           currency  billings shall be converted to U.S. dollars
                           at the conversion rate in effect and published in the
                           Wall Street Journal on the last  --------------------
                           business  day of the  relevant  Guarantee  or Royalty
                           Payment Period.

         H.       "Net Invoiced Billings" means the following:

                  (1)      Actual  invoiced   billings  (i.e.,   sales  quantity
                           multiplied by Licensee's  selling price) for Articles
                           sold,   and  all  other   receivables   of  any  kind
                           whatsoever,  received  in payment  for the  Articles,
                           whether  received by  Licensee  or any of  Licensee's
                           Affiliates,   except  as  provided  in   Subparagraph
                           1.H.(2),  less "Allowable  Deductions" as hereinafter
                           defined.

                  (2)      The following are not part of Net Invoiced  Billings:
                           invoiced  charges  for   transportation  of  Articles
                           within the Territory which are separately  identified
                           on the sales invoice, and sales taxes.

         I.       "Allowable Deductions" means the following:

                  (1)      volume  discounts,   and  other  discounts  from  the
                           invoice price (or post-invoice  credits)  provided in
                           the  regular   course  of   business  by   Licensee's
                           customers,  including markdown  allowances as well as
                           allowances or discounts relating to advertising,  but
                           which advertising  discounts shall be capped at three
                           percent  (3%)  of  gross  invoice,  and  so  long  as
                           Licensee documents all such discounts (or credits) to
                           Polaris's satisfaction.

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                  (2)      The following are not Allowable  Deductions,  whether
                           granted  on  sales  invoices  or as  discounts  or as
                           post-invoice credits: cash discounts granted as terms
                           of  payment;  early  payment  discounts;   new  store
                           allowances;  defective goods allowances or allowances
                           taken by customers in lieu of returning goods;  costs
                           incurred  in   manufacturing,   importing,   selling,
                           distributing or advertising  Articles;  freight costs
                           incorporated in the selling price; and  uncollectible
                           accounts.

         J.       "Royalty Payment Period" means each calendar  quarterly period
                  during the Term and during the sell-off period, if granted.

         K.       "Advance"  means the following  sum(s) plus Goods and Services
                  Tax ("GST") if applicable, payable by the following date(s) as
                  an advance on Royalties to accrue in the following  period(s):
                  $300,000,  of which $30,000 is payable upon Licensee executing
                  the Polaris  Terms Sheet and the  remaining  $270,000  payable
                  upon Licensee signing of this Agreement.

         L.       "Guarantee"   means  the  following   sum(s)  which   Licensee
                  guarantees   to  pay  as  minimum   Royalties  on   Licensee's
                  cumulative  sales  in  the  following  period(s):   $1,800,000
                  guarantee  all of which is  payable  as  follows to the extent
                  actual  royalties earned do not exceed the total guarantee set
                  forth herein;

                  (1)      $600,000  for the first  period  December 15, 1999 to
                           April 30, 2001 of which the  Advance of $300,000  set
                           forth in Paragraph 1.K shall be credited  against the
                           guarantee for this first period.

                  (2)      $600,000  for the second  period May 1, 2001 to April
                           30, 2002.

                  (3)      (3)  $600,000  for the  third  period  May 1, 2002 to
                           April 30, 2003.

         M.       "Sample"  means two (2)  samples of each SKU of each  Article,
                  scheduled  from the first  production  run of each supplier of
                  each SKU of each Article shipped to Polaris (1 unit to Polaris
                  Corporate  Headquarters  in  Minneapolis,  MN  and 1  unit  to
                  Polaris  facility  in  Roseau,   MN)  at  Licensee's   expense
                  including shipping.

         N.       "Promotion  Commitment"  means the  following  minimum  sum(s)
                  which  Licensee  agrees to spend in the following  way(s):  As
                  part  of  its  overall  annual  advertising/marketing  budget,
                  Licensee  shall promote the Articles in the same manner as its
                  other product lines.

         O.       "Marketing  Date"  means the  following  date(s)  by which the
                  following  Article(s)  shall be marketed and advertised to the
                  public: no later than March 1, 2000 for all Articles for which
                  Licensor has approved for marketing.

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Karts International Incorporated
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         P.       "Ship  Date"  means  the  following   dates(s)  by  which  the
                  following Articles shall be shipped and available for purchase
                  by the  public:  June 1,  2000  for  all  Articles  for  which
                  Licensor has approved for sale

         Q.       "Affiliate" means with regard to Licensee,  any corporation or
                  other  entity  which  directly  or  indirectly  controls,   is
                  controlled by, or is under common control with Licensee.  With
                  regard to Polaris,  "Affiliate" means any corporation or other
                  entity which  directly or indirectly  controls,  is controlled
                  by, or is under common  control with Polaris.  "Control" of an
                  entity shall mean possession, directly or indirectly, of power
                  to direct or cause the  direction of management or policies of
                  such entity,  whether through ownership of voting  securities,
                  by contract or otherwise.

         R.       "Laws"  mean  any  and  all  applicable   laws,   rules,   and
                  regulations,  including but not limited to, local and national
                  laws,  rules and  regulations,  treaties,  voluntary  industry
                  standards,   association  laws,  codes  or  other  obligations
                  pertaining  to  any  of  Licensee's   activities   under  this
                  Agreement,  including  but not limited to those  applicable to
                  the  manufacture,  pricing,  sale and/or  distribution  of the
                  Articles.

         S.       "Manufacturer"    means   any   of   Licensee's    third-party
                  manufacturers and suppliers (and their  sub-manufacturers  and
                  suppliers) which reproduce or use the Licensed Material and/or
                  Trademarks on Articles,  or components  thereof,  and/or which
                  assemble such Articles.

2.       RIGHTS GRANTED
         --------------

         A.       (1)      In  consideration  for Licensee's  promise to pay and
                           Licensee's  payment of all  Royalties,  Advances  and
                           Guarantees   required   hereunder,   Polaris   grants
                           Licensee the exclusive  right for the Articles during
                           the Term,  and only within the  Territory  and within
                           the  defined  distribution  channels  as set forth in
                           Subparagraph   2A  (3),  to  reproduce  the  Licensed
                           Material only on or `in connection with the Articles,
                           to use such  Trademarks  and uses  thereof  as may be
                           approved  when each SKU of the  Articles  is approved
                           and only on or in connection  with the Articles,  and
                           to  manufacture,  distribute  for  sale  and sell the
                           Articles.  During the term of this Agreement, as long
                           as Licensee is in compliance  with all  provisions of
                           this  Agreement,  Polaris  will not license any other
                           party to produce gas powered Fun Karts or gas powered
                           mini-bikes,  nor will Polaris enter those  categories
                           on their own.

                  (2)      Licensee  will not sell the  Articles to any customer
                           whom Polaris advises  Licensee is not carrying on its
                           business  in  such  a  manner  as  Polaris  feels  is
                           consistent with offering  Polaris-related products to
                           the public.

                  (3)      Licensee may only sell the Articles via  wholesale to
                           Licensor's dealers and Licensee's dealers as mutually
                           agreed  between  Licensor  and  Licensee  in writing.
                           Licensee  shall pay  Royalties  on such  sales at the
                           rate specified for customers in Subparagraph 1.G.

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Karts International Incorporated
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                  (4)      All rights not expressly  granted to Licensee  herein
                           are reserved to Polaris.

         B.       Unless Polaris consents in writing, Licensee shall not sell or
                  otherwise  provide  Articles for use as premiums or promotions
                  (including   those  in   purchase-with-purchase   promotions),
                  give-aways,   fund-raisers,  or  entries  in  sweepstakes,  or
                  through unapproved direct marketing methods, including but not
                  limited to, home shopping television programs, 6r to customers
                  for  inclusion  in another  product.  Polaris  will approve or
                  disapprove  Licensee's  written  request within  fourteen (14)
                  business days of receipt of said request.

         C.       Unless  Polaris  consents in writing,  Licensee shall not give
                  away or  donate  Articles  to  Licensee's  accounts  or  other
                  persons for the purpose of promoting sales of Articles, except
                  for minor  quantities  or  samples  which  are not for  onward
                  distribution.

         D.       Nothing  contained herein shall preclude Licensee from selling
                  Articles to Polaris or to any of Polaris's  Affiliates,  or to
                  Licensee's or Polaris's  employees,  subject to the payment to
                  Polaris of Royalties on such sales.

         E.       Polaris  further  grants  Licensee the right to reproduce  the
                  Licensed  Material  and to use the approved  Trademarks,  only
                  within the Territory, during the Term and the sell-off period,
                  if granted, on containers,  packaging and display material for
                  the Articles, and in advertising for the Articles.

         F.       Nothing  contained in this Agreement  shall be deemed to imply
                  any  restriction on Licensee's  freedom and that of Licensee's
                  customers  to sell the  Articles at such prices as Licensee or
                  they shall determine.

3.       ADVANCE
         -------

         A.       Licensee  agrees  to  pay  the  Advance,  plus  any  taxes  if
                  applicable,  which shall be on account of  Royalties to accrue
                  during  the Term only,  and only with  respect to sales in the
                  Territory.  If said Royalties should be less than the Advance,
                  no part of the Advance shall be repayable.

         B.       Royalties  accruing during any sell-off period or extension of
                  the Term shall not be offset against the Advance.

         C.       There shall be no refund of any Advance paid to Polaris.

         D.       Royalties accruing by reason of any sales to Polaris or any of
                  Polaris's  Affiliates for internal use shall be offset against
                  the Advance or any subsequent advance.

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Karts International Incorporated
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4.       GUARANTEE
         ---------

         A.       Royalties continue to accrue and are payable quarterly even if
                  the total guarantee in Subparagraph 1.L. is exceeded.

         B.       Advances applicable to Royalties due on sales in the period to
                  which  the  Guarantee   relates  apply  towards   meeting  the
                  Guarantee.

         C.       Royalties  paid with  respect to sales to Polaris or to any of
                  Polaris's  Affiliates  shall apply  towards the meeting of the
                  Guarantee or any subsequent guarantee.

         D.       There shall be no refund of any amount of the  Guarantee  paid
                  to Polaris.

5.       PRE-PRODUCTION APPROVALS
         ------------------------

         A.       As  early  as  possible,  and in any  case  before  commercial
                  production  of any Article,  Licensee  shall submit to Polaris
                  for Polaris's  review and written approval three copies of all
                  concepts, and all preliminary and proposed final artwork which
                  are to  appear  on or in any  and all  SKUs  of the  Articles.
                  Thereafter,  Licensee  shall  submit to Polaris for  Polaris's
                  written approval a preproduction prototype of each SKU of each
                  Article.  Polaris  shall  endeavor to respond to such requests
                  within a reasonable  time, but such approvals should be sought
                  as early as possible in case of delays.  Licensee acknowledges
                  that  Polaris  may not approve  concepts or artwork  submitted
                  near the end of the Term. Any pre-production  approval Polaris
                  may give  will not  constitute  or imply a  representation  or
                  belief  by  Polaris  that  such  materials   comply  with  any
                  applicable Laws.

         B.       Approval  or   disapproval   shall  lie  solely  in  Polaris's
                  discretion,  and any SKU of any  Article  not so  approved  in
                  writing   shall  be  deemed   unlicensed   and  shall  not  be
                  manufactured  or sold. If any unapproved SKU of any Article is
                  being  sold,   Polaris  may,   together  with  other  remedies
                  available to Polaris,  including but not limited to, immediate
                  termination of this Agreement,  by written notice require such
                  SKU of such  Article  to be  immediately  -withdrawn  from the
                  market.

         C.       Licensee is responsible for the consistent  quality and safety
                  of the Articles and their  compliance  with  applicable  Laws.
                  Polaris  will not  unreasonably  object  to any  change in the
                  design  of  an  Article  or  in  the  materials  used  in  the
                  manufacture of the Article or in the process of  manufacturing
                  the  Articles  which  Licensee  advises  Polaris in writing is
                  intended to make the Article safer or more durable.

6.       APPROVAL OF PRODUCTION SAMPLES
         ------------------------------

         A.       Before shipping an Article to any customer, Licensee agrees to
                  furnish  to  Polaris,  from the first  production  run of each
                  supplier of each of the Articles,  for  Polaris's  approval of
                  all aspects of the Article in  question,  two (2) Samples with
                  packaging,  which shall  conform to the  approved  artwork and
                  prototypes.  Approval  or  disapproval  of the  artwork  as it
                  appears on any SKU of the  Article,  as well as of the quality
                  of the Article, shall he in Polaris's sole discretion and may,

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                  among other things,  be based on  unacceptable  quality of the
                  artwork  or of the  Article  as  manufactured.  Any SKU of any
                  Article not so approved shall be deemed unlicensed,  shall not
                  be sold and,  unless  otherwise  agreed by Polaris in writing,
                  shall be destroyed. Such destruction shall be attested to in a
                  certificate signed by one of Licensee's  officers.  Production
                  Samples  of  Articles   for  which   Polaris  has  approved  a
                  pre-production sample shall be deemed approved,  unless within
                  twenty  (20)  business  days  of  Polaris's  receipt  of  such
                  production  Sample Polaris notifies  Licensee to the contrary.
                  Any approval of a production  Sample  attributable  to Polaris
                  will not  constitute  or imply a  representation  or belief by
                  Polaris  that  such   production   Sample  complies  with  any
                  applicable Laws.

         B.       Licensee agrees to make available at no charge such additional
                  Samples of any or all SKU'S of each  Article  as  Polaris  may
                  from time to time reasonably  request and to permit Polaris to
                  inspect  Licensee's   manufacturing   operations  and  testing
                  records  (and  those  of  Licensee's  Manufacturers)  for  the
                  Articles in accordance with Paragraphs 10 and 23.

         C.       Licensee  acknowledges  that Polaris may disapprove any SKU of
                  an  Article  or a  production  run  of any  SKU of an  Article
                  because the quality is unacceptable to Polaris.

         D.       No modification of an approved production Sample shall be made
                  without Polaris's further prior written approval. All SKU'S of
                  Articles  being  sold  must  conform  in all  respects  to the
                  approved  production  Sample.  It  is  understood  that  if in
                  Polaris's  reasonable  judgment  the  quality of any SKU of an
                  Article   originally   approved  has   deteriorated  in  later
                  production  tuns,  or if the SKU has  otherwise  been altered,
                  Polaris  may,  in  addition  to other  remedies  available  to
                  Polaris,  by written notice require such SKU of the Article to
                  be immediately withdrawn from the market.

         E.       The  rights  granted  hereunder  do not  permit  the  sale  of
                  "seconds"  or  "irregulars."  All  Articles  not  meeting  the
                  standard  of  approved  Samples  shall  be  destroyed  or  all
                  Licensed   Material  and   Trademarks   shall  be  removed  or
                  obliterated therefrom.

         F.       Licensee is responsible for the consistent  quality and safety
                  of the Articles and their  compliance  with  applicable  Laws.
                  Polaris  will not  unreasonably  object  to any  change in the
                  design  of  an  Article  or  in  the  materials  used  in  the
                  manufacture of the Article or in the process of  manufacturing
                  the  Articles  which  Licensee  advises  Polaris in writing is
                  intended to make the Article safer or more durable.

         G.       Polaris shall have the right,  by written  notice to Licensee,
                  to require  modification of any SKU of any Article approved by
                  Polaris.

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         H.       If Polaris notifies Licensee of a required  modification under
                  Subparagraph  6. G. with  respect  to any SKU of a  particular
                  Article, such notification shall advise Licensee of the nature
                  of the changes  required,  and  Licensee  shall not accept any
                  order  for any  such  SKU  until  the  subject  SKU  has  been
                  resubmitted  to Polaris  with such  changes and  Licensee  has
                  received  Polaris's  written  approval of the SKU as modified.
                  However,   Licensee  may  continue  to  distribute  Licensee's
                  inventory  of the  previously  approved  Articles  until  such
                  inventory is exhausted.

         I.       Licensee  agrees to give Polaris  written  notice of the first
                  ship date for each Article pursuant to Subparagraph 1.P.

         J.       If Polaris has inadvertently  approved a concept, of a product
                  or a product which is not included in the Articles  under this
                  Agreement, or if Polaris has inadvertently approved an Article
                  using artwork and/or trademarks not included in the Agreement,
                  or not  registered  in the  Territory,  such  approval  may be
                  revoked  at any time  without  any  obligation  whatsoever  on
                  Polaris's  part to  Licensee.  Any  such  product  as to which
                  Polaris's approval is revoked shall be deemed unauthorized and
                  shall not be distributed or sold by or for Licensee.

7.       APPROVAL OF PACKAGING, PROMOTIONAL MATERIAL AND ADVERTISING
         -----------------------------------------------------------

         All containers,  packaging, display material, promotional material, web
         sites,  catalogs,  and all  advertising,  including but not limited to,
         television  advertising  and  press  releases,  for  Articles  must  be
         submitted to Polaris and receive Polaris's written approval before use.
         To  avoid  unnecessary  expense  if  changes  are  required,  Polaris's
         approval  thereof  should  be  procured  when such is still in rough or
         storyboard format.  Approval or disapproval shall lie in Polaris's sole
         discretion,  and the use of unapproved containers,  packaging,  display
         material,  promotional material, catalogs or advertising is prohibited.
         Polaris's  approval of any  containers,  packaging,  display  material,
         promotional material, catalogs or advertising under this Agreement will
         not constitute or imply a representation or belief by Polaris that such
         materials comply with any applicable Laws.  Whenever  Licensee prepares
         catalog  sheets or other printed  matter  containing  illustrations  of
         Articles,  Licensee will furnish to Polaris six (6) copies thereof when
         they are published.

8.       PRINT, RADIO OR TV ADVERTISING
         ------------------------------

         Licensee will obtain all approvals  necessary in connection with print,
         radio or television  advertising,  if any, which Polaris may authorize.
         Licensee  represents and warrants that all  advertising and promotional
         materials shall comply with all applicable Laws.  Polaris's approval of
         copy or storyboards for such advertising will not constitute or imply a
         representation  or belief  by  Polaris  that  such copy or  storyboards
         comply with any applicable Laws.

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9.       LICENSEE NAME AND ADDRESS ON ARTICLES
         -------------------------------------

         A.       Licensee's  name,  trade name (or Licensee's  trademark  which
                  Licensee  has  advised  Polaris in writing  that  Licensee  is
                  using) and  Licensee's  address (at least city and state) will
                  appear on permanently  affixed labeling on each Article or, if
                  the Article is sold to the public in packaging or a container,
                  printed on such  packaging  or a container  so that the public
                  can identify the supplier of the Article.

         B.       Licensee shall advise Polaris in writing of all trade names or
                  trademarks Licensee wishes to use on Articles being sold under
                  this  license.  Licensee  may sell  the  Articles  only  under
                  mutually agreed upon trade names or trademarks.

10.      COMPLIANCE WITH APPROVED SAMPLES AND APPLICABLE LAWS AND STANDARDS
         ------------------------------------------------------------------

         A.       Licensee  covenants  that each Article and  component  thereof
                  distributed  hereunder  shall be of good  quality  and free of
                  defects in design, materials and workmanship, and shall comply
                  with all applicable Laws, and such specifications,  if any, as
                  may have been specified in connection with this Agreement, and
                  shall  conform  to the Sample  thereof  approved  by  Polaris.
                  Licensee  covenants  that it will comply  with all  applicable
                  Laws in performing this  Agreement,  including but not limited
                  to, those  pertaining to the  manufacture,  pricing,  sale and
                  distribution of the Articles.

         B.       Without limiting the foregoing,  Licensee  covenants on behalf
                  of Licensee's  -own  manufacturing  facilities,  and agrees to
                  require   all   Manufacturers   to  covenant  by  signing  the
                  Consent/Manufacturer's Agreement (referenced in Paragraph 23),
                  as follows:

                  (1)      Licensee and the Manufacturers agree not to use child
                           labor in the manufacturing, packaging or distribution
                           of Polaris merchandise.

                  (2)      Licensee and the  Manufacturers  agree only to employ
                           persons whose presence is voluntary. Licensee and the
                           Manufacturers   agree  not  to  use  any   forced  or
                           involuntary labor, whether prison, bonded, indentured
                           or otherwise.

                  (3)      Licensee  and the  Manufacturers  agree to treat each
                           employee  with  dignity and  respect,  and not to use
                           corporal  punishment,  threats of violence,  or other
                           forms of physical,  sexual,  psychological  or verbal
                           harassment or abuse.

                  (4)      Licensee   and  the   Manufacturers   agree   not  to
                           discriminate  in  hiring  and  employment  practices,
                           including salary, benefits, advancement,  discipline,
                           termination,  or  retirement,  on the  basis of race,
                           religion, age, nationality,  social or ethnic origin,
                           sexual  orientation,  gender,  political  opinion  or
                           disability.


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                  (5)      Licensee and the  Manufacturers  recognize that wages
                           are  essential  to meeting  employees'  basic  needs.
                           Licensee and the Manufacturers  agree to comply, at a
                           minimum,  with all  applicable  wage  and hour  Laws,
                           including  minimum  wage,  overtime,  maximum  hours,
                           piece rates and other elements of  compensation,  and
                           to provide legally mandated  benefits.  If local Laws
                           do  not  provide  for  overtime  pay,   Licensee  and
                           Manufacturers agree to pay at least regular wages for
                           overtime work.  Licensee and the Manufacturers  agree
                           that, where local industry  standards are higher than
                           applicable  legal  requirements,  they  will meet the
                           higher standards.

                  (6)      Licensee  and  the  Manufacturers  agree  to  provide
                           employees  with  a  safe  and  healthy  workplace  in
                           compliance with all applicable Laws,  ensuring,  at a
                           minimum,  reasonable  access  to  potable  water  and
                           sanitary   facilities,   fire  safety,  and  adequate
                           fighting and ventilation.

                  (7)      Licensee and the  Manufacturers  agree to respect the
                           rights  of  employees  to  associate,   organize  and
                           bargain collectively in a lawful and peaceful manner,
                           without penalty or  interference,  in accordance with
                           applicable Laws.

                  (8)      Licensee and the  Manufacturers  agree to comply with
                           all applicable environmental Laws.

                  (9)      Licensee and the  Manufacturers  agree to comply with
                           all applicable  Laws,  including those  pertaining to
                           the  manufacture,  pricing,  sale and distribution of
                           the Articles.

11.      OWNERSHIP OF RIGHTS IN LICENSED MATERIAL
         ----------------------------------------

         Licensee  acknowledges  that the copyrights  and all other  proprietary
         rights  in  and to  Licensed  Material  are  exclusively  owned  by and
         reserved  to  Polaris.   Licensee  shall  neither  acquire  nor  assert
         copyright  ownership  or any other  proprietary  rights in the Licensed
         Material or in any  derivation,  adaptation,  variation or name thereof
         Without limiting the foregoing,  Licensee hereby assigns to Polaris all
         Licensee's worldwide right, title and interest in the Licensed Material
         and in any material objects  consisting of or  incorporating  drawings,
         paintings,  animation  cells,  or sculptures of Licensed  Material,  or
         other  derivations,   adaptations,   compilations,   collective  works,
         variations  or names of  Licensed  Material,  heretofore  or  hereafter
         created by or for Licensee or any of  Licensee's  Affiliates.  All such
         new  materials  shall  be  included  in  the  definition  of  "Licensed
         Material"  under this  Agreement.  If any third party makes or has made
         any  contribution  to the  creation  of any  new  materials  which  are
         included in the  definition of Licensed  Material  under this Paragraph
         11,  Licensee  agrees to obtain  from such party a full  assignment  of
         rights so that the  foregoing  assignment  by Licensee  shall vest full
         rights to such new  materials in Polaris.  Licensee  further  covenants
         that any such new  materials  created by Licensee or by any third party
         Licensee  has engaged are  original to Licensee or such third party and

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         do not violate the rights of any other person or entity;  this covenant
         regarding  originality  shall  not  extend  to  any  materials  Polaris
         supplies  to  Licensee,  but does apply to all  materials  Licensee  or
         Licensee's  third party  contractors  may add  thereto.  The  foregoing
         assignment  to Polaris  of  material  objects  shall not  include  that
         portion of Licensee's  displays,  catalogs or promotional  material not
         containing  Licensed  Material,  or the physical items constituting the
         Articles,  unless such items are in the shape of the Licensed Material;
         provided,  however,  such  assignment  shall include any and all design
         elements  incorporated  into the  Articles  which convey the spirit and
         theme of the Licensed Material,  and which were developed for the first
         time by or for Licensee for use with the Articles.

12.      COPYRIGHT AND TRADEMARK NOTICES
         -------------------------------

         A.       As a condition to the grant of rights hereunder,  each Article
                  and any other matter containing Licensed Material shall bear a
                  properly located  permanently  affixed trademark and copyright
                  notices as Polaris specifies to Licensee in writing.  Licensee
                  will comply with such  instructions  as to form,  location and
                  content of the  notices as Polaris may give from time to time.
                  Licensee will not,  without  Polaris's prior written consent `
                  affix to any Article or any other matter  containing  Licensed
                  Material notices in any other name. If through inadvertence or
                  otherwise a notice on any Article or other such matter  should
                  appear  in  Licensee's  name or the  name  of a  third  party,
                  Licensee  hereby  agrees to assign to Polaris the trademark or
                  copyright  represented  by any such notice in Licensee's  name
                  and, upon request, cause the execution and delivery to Polaris
                  of whatever  documents are necessary to convey to Polaris that
                  trademark or copyright  represented by any such notice.  If by
                  inadvertence a proper trademark or copyright notice is omitted
                  from any Article or other matter containing Licensed Material,
                  Licensee  agrees at Licensee's  expense to use all  reasonable
                  efforts to correct the omission on all such  Articles or other
                  matter in process of manufacture or in distribution.  Licensee
                  agrees to advise Polaris  promptly and in writing of the steps
                  being  taken  to  correct  any such  omission  and to make the
                  corrections on existing Articles which can be located.

         B.       At the  request  of  Licensor,  Licensee  shall  execute  such
                  form(s)  of  assignment  of  copyright  in any  amendments  or
                  derivative  works  based  in  whole  or part  on the  Licensed
                  Property as Licensor may reasonably request.

13.      NON-ASSOCIATION OF OTHER LICENSED PROPERTIES WITH LICENSED MATERIAL
         -------------------------------------------------------------------

         To preserve Polaris's identification with the Licensed Material `and to
         avoid  confusion of the public,  Licensee agrees not to associate other
         licensed properties with the Licensed Material or the Trademarks either
         on the Articles or in their packaging,  or, without  Polaris's  written
         permission, on advertising,  promotional or display materials. Licensee
         may use its own trademarks on the Articles as provided in  Subparagraph
         16.C.

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14.      ACTIVE MARKETING OF ARTICLES
         ----------------------------

         Licensee agrees to manufacture (or have  manufactured for Licensee) and
         actively  offer for sale all the Articles and to actively  exercise the
         rights  granted  herein.  Licensee  agrees that by the  Marketing  Date
         applicable  to a  particular  Article,  or the  date of any  applicable
         amendment, shipments to customers of such Article will have taken place
         in sufficient time that such Article shall be available for purchase in
         commercial  quantities by the public at the retail  outlets  authorized
         pursuant to Subparagraph  2.A. In any case in which such sales have not
         taken  place or when the Article is not then and  thereafter  available
         for purchase in commercial quantities by the public, Polaris may either
         invoke Polaris's  remedies under Paragraph 27, or withdraw such Article
         from the list of Articles licensed in this Agreement without obligation
         to Licensee other than to give Licensee written notice thereof

15.      PROMOTION COMMITMENT
         --------------------

         Licensee agrees to carry out the Promotion Commitment as defined above.

16.      TRADEMARK RIGHTS AND OBLIGATIONS
         --------------------------------

         A.       All uses of the Trademarks by Licensee  hereunder shall -inure
                  to Polaris's  benefit.  Licensee  acknowledges that Polaris or
                  its licensor is the exclusive owner of all the Trademarks, and
                  of any trademark  incorporating all or any part of a Trademark
                  or any Licensed Material,  and the trademark rights created by
                  such uses.  Without  limiting the foregoing,  Licensee  hereby
                  assigns  to  Polaris  all the  Trademarks,  and any  trademark
                  incorporating  all or any part of a Trademark  or any Licensed
                  Material,  and the  trademark  rights  created by such,  uses,
                  together  with  the  goodwill  attaching  to that  part of the
                  business  in   connection   with  which  such   Trademarks  or
                  trademarks are used. Licensee agrees to execute and deliver to
                  Polaris  such  documents  as  Polaris   requires  to  register
                  Licensee  as a  Registered  User  or  Permitted  User  of  the
                  Trademarks  or  such   trademarks  and  to  follow   Polaris's
                  instructions  for proper use thereof in order that  protection
                  and/or  registrations  for the Trademarks and such  trademarks
                  may be obtained or maintained.

         B.       Licensee   agrees  not  to  use  any   Licensed   Material  or
                  Trademarks,  or any trademark incorporating all or any part of
                  a Trademark or of any Licensed Material, on any business sign,
                  business  cards,  stationery  or  forms  (except  as  licensed
                  herein),  or to use any Licensed  Material or Trademark as the
                  name of Licensee's  business or any division  thereof,  unless
                  otherwise agreed by Polaris in writing.

         C.       Nothing  contained  herein shall prohibit  Licensee from using
                  Licensee's  own  trademarks  on  the  Articles  or  Licensee's
                  copyright  notice on the Articles  when the  Articles  contain
                  independent  material  which is Licensee's  property.  Nothing
                  contained  herein is intended  to give  Polaris any rights to,
                  and Polaris shall not use, any trademark,  copyright or patent
                  used by Licensee in connection  with the Articles which is not
                  derived or adapted  from  Licensed  Material,  Trademarks,  or
                  other materials owned by Polaris or its Licensor.

<PAGE>

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17.      REGISTRATIONS
         -------------

         Except with  Polaris's  written  consent,  neither  Licensee nor any of
         Licensee's  Affiliates  will  register  or  attempt  in any  country to
         register  copyrights  in, or to register as a trademark,  service mark,
         design patent or industrial design, or business designation, any of the
         Licensed Material, Trademarks or derivations or adaptations thereof, or
         any word,  symbol or design  which is so similar  thereto as to suggest
         association  with  or  sponsorship  by  Polaris  or  any  of  Polaris's
         Affiliates.  In the event of breach of the foregoing,  Licensee agrees,
         at  Licensee's  expense  and  at  Polaris's  request,   immediately  to
         terminate  the  unauthorized  registration  activity  and  promptly  to
         execute  and  deliver,  or  cause  to be  delivered,  to  Polaris  such
         assignments  and other  documents as Polaris may require to transfer to
         Polaris  all  rights  to the  registrations,  patents  or  applications
         involved.

18.      UNLICENSED USE OF LICENSED MATERIALS
         ------------------------------------

         A.       Licensee  agrees  that  Licensee  will  not use  the  Licensed
                  Material,  or  the  Trademarks,  or  any  other  material  the
                  copyright  to which is owned or licensed by Polaris in any way
                  other than as herein  authorized  (or as is  authorized in any
                  other  written  contract in effect  between the  parties).  In
                  addition to any other remedy Polaris may have, Licensee agrees
                  that all revenues from any use thereof on products  other than
                  the Articles  (unless  authorized by Polaris in writing),  and
                  all revenues from the use of any other copyrighted material of
                  Polaris's or its  licensor's  without  written  authorization,
                  shall be immediately payable to Polaris.

         B.       Licensee  agrees to give Polaris  prompt written notice of any
                  unlicensed  use by  third  parties  of  Licensed  Material  or
                  Trademarks,  and that  Licensee  will not,  without  Polaris's
                  written  consent,  bring or cause to be brought  any  criminal
                  prosecution,    lawsuit   or    administrative    action   for
                  infringement,  interference with or violation of any rights to
                  Licensed  Material or Trademarks.  Because of the need for and
                  the  high  costs  of  an  effective  anti-piracy   enforcement
                  program,  Licensee  agrees to cooperate with Polaris,  and, if
                  necessary,  to be named by  Polaris as a sole  complainant  or
                  co-complainant  in any  action  against  an  infringer  of the
                  Licensed Material or Trademarks and, notwithstanding any right
                  of  Licensee to recover  same,  legal or  otherwise,  Licensee
                  agrees to pay to Polaris, and hereby waives all claims to, all
                  damages or other monetary  relief  recovered in such action by
                  reason of a judgment or settlement whether or not such damages
                  or other monetary  relief,  or any part thereof,  represent or
                  are  intended to represent  injury  sustained by Licensee as a
                  licensee  hereunder;  in any such action against an infringer,
                  Polaris agrees to reimburse  Licensee for reasonable  expenses
                  incurred at Polaris's request, including reasonable attorney's
                  fees if Polaris  has  requested  Licensee  to retain  separate
                  counsel, or has approved the retention of separate counsel.

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19.      STATEMENTS AND PAYMENTS OF ROYALTIES
         ------------------------------------

         A.       Licensee  agrees to  furnish  to Polaris by the 30th day after
                  each Royalty  Payment  Period full and accurate  statements on
                  quarterly sales and royalty statement forms Polaris designates
                  for Licensee's use, showing all information  requested by such
                  forms,  including  but not  limited  to, the  quantities,  Net
                  Invoiced  Billings and applicable  Royalty rate(s) of Articles
                  invoiced during the preceding Royalty Payment Period,  and the
                  quantities  and invoice value of Articles  returned for credit
                  or refund in such period.  At the same time  Licensee will pay
                  Polaris all Royalties due on billings shown by such statements
                  plus taxes if  applicable.  No deduction or  withholding  from
                  Royalties  payable to  Polaris  shall be made by reason of any
                  tax. Any applicable tax on the  manufacture,  distribution and
                  sale of the Articles shall be borne by Licensee.

         B.       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.   Upon  demand  of
                  Licensor, Licensee shall at its own expense, but not more than
                  one in any twelve  (12) month  period,  furnish to  Licensor a
                  detailed   statement  by  an  independent   certified   public
                  accountant  showing  the  number,  description  of items  sold
                  specifying  the components of the Licensed  Property  utilized
                  and nature of Licensed Product(s),  gross sales price itemized
                  deductions  from gross  sales price and net sales price of the
                  Licensed  Product(s)  covered  by this  Agreement  distributed
                  and/or  sold by  Licensee  up to and  including  the date upon
                  which Licensor has made such demand.

         C.       Licensee agrees to provide, in the event of a material default
                  in  payment,  at  Licensor's  request:  (i) a letter of credit
                  issued in favor of Licensor  from a financial  institution  as
                  approved  by  Licensor  in  an  amount  up to  the  Guaranteed
                  Consideration;   and/or  (ii)  such  other  form  of  security
                  acceptable  to  Licensor.   Licensee  agrees  to  execute  all
                  documentation  as  Licensor  may  require in  connection  with
                  perfecting such security interests.

         D.       The  quarterly  sales  and  royalty  statement  forms  Polaris
                  designates  for  Licensee's  use may be  changed  from time to
                  time, and Licensee agrees to use the most current form Polaris
                  provides to Licensee. Licensee agrees to fully comply with all
                  instructions supplied by Polaris for completing such forms.

         E.       Licensee's  statements and payments,  including all Royalties,
                  shall  be  delivered  to  the   attention  of   Trademarketing
                  Resources,  Inc.  at 1191 St.  Charles  Court,  Los Altos,  CA
                  94024.

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         F.       Licensee represents and warrants that its information systems,
                  including  without  limitation,  all its  proprietary  and all
                  third party  hardware and software,  process  dates  correctly
                  prior to,  during and after the calendar year 2000 ("Year 2000
                  Compliance").  Year 2000  Compliance  shall  include,  without
                  limitation,  correct century  recognition,  calculations  that
                  properly  accommodate same century and multi-century  formulas
                  and date  ,values,  and  interface  values  that  reflect  the
                  appropriate  century.   Upon  a  breach  by  Licensee  of  its
                  obligation under this paragraph,  Polaris shall be entitled to
                  terminate this Agreement in accordance with the provisions for
                  termination set forth herein.

20.      TRADEMARKETING RESOURCES, INC. AS AGENT
         ---------------------------------------

         Polaris has  retained  Trademarketing  Resources,  Inc.  ("TRI") as its
         agent for  processing,  administering  and monitoring  this  Agreement.
         Polaris may delegate any of its duties under this Agreement to TRI, and
         any  obligations  of Licensee to Polaris  arising out of this Agreement
         shall be performed  through TRI,  including but not limited to approval
         and payments. All payments shall be made in the name of Polaris.

21.      CONFIDENTIALITY
         ---------------

         Licensee  agrees  to keep the terms and  conditions  of this  Agreement
         confidential, and Licensee shall not disclose such terms and conditions
         to any third party without  obtaining  Polaris's prior written consent;
         provided,   however,   that  this  Agreement  may  be  disclosed  on  a
         need-to-know basis to Licensee's attorneys and accountants who agree to
         be bound by this confidentiality provision.  Polaris hereby consents to
         Licensee's  disclosure  of  information  of a financial  nature in this
         Agreement to its auditors,  to financial  institutions  in the ordinary
         course of business,  or as required by law. In  addition,  Licensee may
         have access to information  concerning Polaris's and/or its Affiliates'
         business and  operations,  and/or other  matters  relating to Polaris's
         and/or its Affiliates'  creations or business plans,  which information
         may not be accessible or known to the general  public.  Licensee agrees
         not to use or disclose  such  information  to any third  party  without
         obtaining Polaris's prior written consent.

22.      INTEREST
         --------

         Royalties  or any other  payments  due to Polaris  hereunder  which are
         received  after the due date shall bear interest at the rate of 18% per
         annum from the due date (or the maximum permissible by law if less than
         18%).

23.      AUDITS AND MAINTAINING RECORDS
         ------------------------------

         A.       Licensee agrees to keep accurate  records of all  transactions
                  relating to this  Agreement  regarding the Licensed  Material,
                  including,  without  limitation,   shipments  to  Licensee  of
                  Articles and components thereof, inventory records, records of
                  sales and shipments by Licensee,  and records of returns,  and
                  to preserve  such records for the lesser of seven (7) years or
                  two (2) years  after the  expiration  or  termination  of this
                  Agreement.

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         B.       Polaris,  or Polaris's  representatives,  shall have the right
                  from time to time to examine and make  extracts  from all such
                  records to verify the  accuracy of  Licensee's  statements  or
                  Licensee's performance hereunder.

         C.       If in an audit of  Licensee's  records it is  determined  that
                  there  is a  short  fall  of  three  percent  (3%)  or more in
                  Royalties  reported for any Royalty Payment  Period,  Licensee
                  shall upon request from Polaris reimburse Polaris for the full
                  out-of-pocket  costs  of the  audit,  including  the  costs of
                  employee  auditors  calculated at $100 per hour per person for
                  travel time during  normal  working  hours and actual  working
                  time.

         D.       If Licensee has failed to keep  adequate  records,  for one or
                  more  Royalty  Payment  Periods,  Polaris will assume that the
                  Royalties owed to Polaris for such Royalty  Payment  Period(s)
                  are equal to a  reasonable  amount,  determined  in  Polaris's
                  absolute  discretion,  which may be up to but will not  exceed
                  the  highest  Royalties  owed to Polaris in a Royalty  Payment
                  Period  for  which  Licensee  has kept  adequate  records;  if
                  Licensee has failed to keep  adequate  records for any Royalty
                  Payment  Period,  Polaris will assume a  reasonable  amount of
                  Royalties  which  Licensee  will owe to Polaris,  based on the
                  records  Licensee  has kept and other  reasonable  assumptions
                  Polaris deems  appropriate.  Failure to keep adequate  records
                  constitutes a material breach and this Agreement is subject to
                  immediate termination under Paragraph 28.B.

24.      MANUFACTURE OF ARTICLES BY THIRD PARTY MANUFACTURERS
         ----------------------------------------------------

         A.       Licensee agrees to supply Polaris with the names and addresses
                  of all of its own  manufacturing  facilities for the Articles.
                  If Licensee at any time desires to have Articles or components
                  thereof containing Licensed Material manufactured or developed
                  by a third party, Licensee must notify Polaris of the name and
                  address of such  Manufacturer/Developer  and the  Articles  or
                  components   involved  and  obtain   Polaris's  prior  written
                  permission to do so.

         B.       If any such Manufacturer/Developer  utilizes Licensed Material
                  or Trademarks  for any  unauthorized  purpose,  Licensee shall
                  cooperate  fully in bringing such  utilization to an immediate
                  halt.

25.      INDEMNITY
         ---------

         A.       Licensee  shall  indemnify  Polaris  during and after the term
                  hereof against all claims, demands, suits, judgments,  losses,
                  liabilities  (including settlements entered into in good faith
                  with Licensee's consent, not to be unreasonably  withheld) and
                  expenses of any nature (including  reasonable attorneys' fees)
                  arising out of  Licensee's  activities  under this  Agreement,
                  including  but not  limited  to,  any actual or  alleged:  (1)
                  negligent  acts or omissions on  Licensee's  part,  (2) defect
                  (whether  obvious or hidden and  whether or not present in any

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                  Sample  approved  by  Polaris)  in an  Article,  (3)  personal
                  injury,  (4) infringement of any rights of any other person by
                  the  manufacture,  sale,  possession  or use of Articles,  (5)
                  breach on Licensee's part of any covenant,  representation  or
                  warranty  contained  in the  Agreement,  or (6) failure of the
                  Articles or by Licensee to comply with  applicable  Laws.  The
                  parties  indemnified  hereunder  shall include Polaris and its
                  parent,   Affiliates   and   successors,   and  its  officers,
                  directors,  employees and agents  including TRI. The indemnity
                  shall  not  apply to any claim or  liability  relating  to any
                  infringement  of the  copyright  or trademark of a third party
                  caused by Licensee's  utilization of the Licensed  Material in
                  accordance  with the  provisions  hereof  unless such claim or
                  liability arises out of Licensee's  failure to obtain the full
                  assignment of rights referenced in Paragraph 11.

         B.       Licensee  agrees to give Polaris  prompt written notice of any
                  claim or suit which may arise  under the  indemnity  provision
                  set forth above.

26.      INSURANCE
         ---------

         Licensee  shall  maintain  in full force and effect at all times  while
         this Agreement is in effect and for three years  thereafter  commercial
         general liability  insurance on a per occurrence form,  including broad
         form coverage for "contractual liability," "property damage," "products
         liability," "bodily injury,"  advertising injury" and "personal injury"
         liability  as those  terms are  defined in  Insurance  Services  Office
         ("ISO") Form CG00-01-01-96 or its equivalent waiving  subrogation as to
         Polaris,  with minimum limits of no less than five million  dollars (US
         $5,000,000.00) per occurrence,  and naming as additional insureds those
         indemnified in Paragraph 25 hereof  Licensee also agrees to maintain in
         full force and effect at all times  while this  Agreement  is in effect
         such Worker's  Compensation  Insurance as is required by applicable law
         and Employer's  Liability  Insurance with minimum limits of one million
         dollars (US $1,000,000.00) per occurrence. All Licensee insurance shall
         be  deemed  primary  and not  contributory  as  respects  any  separate
         insurance  maintained by Polaris regardless of the "Other Insurance" or
         similar  provisions of the respective  policies of insurance.  Licensee
         shall  deliver  to  Polaris,  within ten (10)  business  days after the
         signing of this  Agreement,  a certificate or certificates of insurance
         evidencing  satisfactory  coverage and  indicating  that Polaris  shall
         receive  thirty   (30)-days   unrestricted   prior  written  notice  of
         cancellation,  non-renewal  or of  any  material  change  in  coverage.
         Licensee's  insurance  shall be carried  by an insurer  with BEST Guide
         rating  of B + VII or  better.  Compliance  herewith  in no way  limits
         Licensee's indemnity obligations,  except to the extent that Licensee's
         insurance  company  actually pays Polaris  amounts which Licensee would
         otherwise pay Polaris.

27.      WITHDRAWAL OF LICENSED MATERIAL
         -------------------------------

         Licensee agrees that Polaris may, without  obligation to Licensee other
         than to give Licensee written notice thereof withdraw from the scope of
         this Agreement any Licensed Material which by the Marketing Date or, if
         such a date is not  specified in  Subparagraph  1.O., by six (6) months
         from  the  commencement  of the  Term  or the  date  of any  applicable
         amendment,  is not being used on or in  connection  with the  Articles.
         Polaris may also withdraw any Licensed  Material or Articles the use or
         sale of which under this  Agreement  would  infringe or  reasonably  be
         claimed to  infringe  the rights of a third  party.  In the case of any
         withdrawal  under the preceding  sentence,  the Advances and Guarantees
         shall be adjusted to correspond  to the time  remaining in the Term, or
         the number of Articles  remaining  under the Agreement,  at the date of
         withdrawal.

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28.      TERMINATION
         -----------

         Without prejudice to any other right or remedy available to Polaris:

         A.       Polaris  shall  have the right at any time to  terminate  this
                  Agreement  by  giving  Licensee   written  notice  thereof  if
                  Licensee  fails to  manufacture,  sell and/or  distribute  the
                  Articles  in  accordance  with  this  Agreement,  or  fails to
                  furnish  statements and pay Royalties as herein  provided,  or
                  fails to notify  Polaris  of the  accurate  name and  complete
                  address   of  its   own   manufacturing   facilities   or  any
                  Manufacturer  of  the  Articles,   or  if  Licensee  otherwise
                  breaches the terms of this Agreement,  and if any such failure
                  or other  breach is not  corrected  within  fifteen  (15) days
                  after Polaris sends Licensee written notice thereof.

         B.       Polaris  shall  have the right at any time to  terminate  this
                  Agreement   immediately  by  giving  Licensee  written  notice
                  thereof

                  (1)      if  Licensee   delivers  to  any   customer   without
                           Polaris's    written    authorization     merchandise
                           containing  representations  of Licensed  Material or
                           other  material the  copyright  or other  proprietary
                           rights  to which  are owned or  licensed  by  Polaris
                           other than  Articles  fisted  herein and  approved in
                           accordance with the provisions hereof;

                  (2)      if a breach  occurs which is of the same nature,  and
                           which violates the same provision of this  Agreement,
                           as a breach of which  Polaris  has  previously  given
                           Licensee written notice;

                  (3)      if Licensee  breaches any material  term of any other
                           license  agreement  between the parties,  and Polaris
                           terminates such agreement for cause;

                  (4)      if Licensee shall make any assignment for the benefit
                           of creditor s, or file a petition in  bankruptcy,  or
                           is adjudged  bankrupt,  or becomes  insolvent,  or is
                           placed  in  the  hands  of  a  receiver,  or  if  the
                           equivalent  of any such  proceedings  or acts occurs,
                           though known by some other name or term;

                  (5)      if Licensee is not  permitted or is unable to operate
                           Licensee's  business in the usual  manner,  or is not
                           permitted  or  is  unable  to  provide  Polaris  with
                           assurance  satisfactory to Polaris that Licensee will
                           so  operate   Licensee's   business,   as  debtor  in
                           possession or its equivalent, or is not permitted, or
                           is unable to otherwise  meet  Licensee's  obligations
                           under  this  Agreement  or to  provide  Polaris  with
                           assurance  satisfactory to Polaris that Licensee will
                           meet such obligations; and/or

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Polaris Industries Inc.
Karts International Incorporated
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                  (6)      if  Licensee  breaches  any  covenant  set  forth  in
                           Paragraph 10 of this Agreement.

29.      RIGHTS AND OBLIGATIONS UPON EXPIRATION OR TERMINATION
         -----------------------------------------------------

         A.       Upon the  expiration or  termination  of this  Agreement,  all
                  rights herein granted to Licensee shall revert to Polaris, any
                  unpaid portion of the Guarantee  shall be immediately  due and
                  payable, and Polaris shall be entitled to retain all Royalties
                  and  other  things  of value  paid or  delivered  to  Polaris.
                  Licensee agrees that the Articles shall be manufactured during
                  the term in  quantities  consistent  with  anticipated  demand
                  therefor  so  as  not  to  result  in an  excessive  inventory
                  build-up  immediately  prior to the end of the term.  Licensee
                  agrees  that  from  the  expiration  or  termination  of  this
                  Agreement   Licensee  shall  neither   manufacture   nor  have
                  manufactured  for Licensee any  Articles,  that  Licensee will
                  deliver to  Polaris  any and all  artwork  which may have been
                  used or created by Licensee in connection with this Agreement,
                  and that, except as hereinafter provided,  Licensee will cease
                  selling  Articles.  Any unauthorized  distribution of Articles
                  after the expiration or  termination  of this Agreement  shall
                  constitute trademark and/or copyright infringement.

         B.       If  Licensee  has any  unsold  Articles  in  inventory  on the
                  expiration or termination date, Licensee shall provide Polaris
                  with a full  statement of the kinds and numbers of such unsold
                  Articles.  Assuming  Licensee  has  provided  such  statement,
                  Licensee  shall  have the right for a limited  period of three
                  (3)   calendar   months  from  such   expiration   or  earlier
                  termination  date to sell off and  deliver  such  Articles  as
                  authorized  under  Subparagraph  2.A.  Licensee  shall furnish
                  Polaris  statements   covering  such  sales  and  pay  Polaris
                  Royalties in respect of such sales.  Such Royalties  shall not
                  be  applied   against  the  Advance  or  towards  meeting  the
                  Guarantee.

         C.       Licensee  agrees to refrain from "dumping" the Articles in the
                  market  during  any  sell-off   period  granted  to  Licensee.
                  "Dumping"  shall  mean the  distribution  of product at volume
                  levels  significantly  above  Licensee's prior sales practices
                  with respect to the Articles, and at price levels so far below
                  Licensee's  prior sales practices with respect to the Articles
                  as to disparage the Articles;  provided, however, that nothing
                  contained  herein  shall  be  deemed  to  restrict  Licensee's
                  ability to set product prices at Licensee's discretion.

         D.       Any inventory of final artwork as it appears on any SKU of the
                  Article  in   Licensee's   possession  or  control  after  the
                  expiration or  termination  hereof and of any sell-off  period
                  granted  hereunder  shall  either  be  destroyed  or  sold  to
                  Licensor at Licensee's cost at Licensor's discretion.

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Karts International Incorporated
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30.      WAIVERS
         -------

         A waiver by either  party at any time of a breach of any  provision  of
         this Agreement  shall not apply to any breach of any other provision of
         this  Agreement,  or imply that a breach of the same  provision  at any
         other time has been or will be waived,  or that this Agreement has been
         in any way amended,  nor shall any failure by either party to object to
         conduct  of the other be deemed to waive  such  party's  right to claim
         that a repetition of such conduct is a breach hereof.

31.      PURCHASE OF ARTICLES BY POLARIS
         -------------------------------

         If Polaris wishes to purchase  Articles,  Licensee  agrees to sell such
         Articles to Polaris or any of Polaris's  employees at its lowest quoted
         wholesale price notwithstanding quantities purchased and to pay Polaris
         Royalties on any such sales.

32.      NON-ASSIGNABILITY
         -----------------

         A.       Licensee shall not  voluntarily or by operation of law assign,
                  sub-license, transfer, encumber or otherwise dispose of all or
                  any part of Licensee's interest in this Agreement  (including,
                  but not limited to, any  encumbrance of the Articles)  without
                  Polaris's prior written consent,  to be granted or withheld in
                  Polaris's  absolute  discretion.   Any  attempted  assignment,
                  sub-license,  transfer,  encumbrance or other disposal without
                  such  consent  shall be void and shall  constitute  a material
                  default  and breach of this  Agreement.  No rights  under this
                  Agreement  shall devolve by operation of law or otherwise upon
                  any receiver, liquidator, trustee, or other party.

         B.       Licensee  agrees to provide  Polaris with at least thirty (30)
                  days prior  written  notice of any desired  assignment of this
                  Agreement or other transfer as defined in  Subparagraph  32.A.
                  At the time Licensee gives such notice, Licensee shall provide
                  Polaris with the  information and  documentation  necessary to
                  evaluate the contemplated  transaction.  Polaris's consent (if
                  given) to any  assignment of this  Agreement or other transfer
                  as  defined  in  Subparagraph  32.A.  shall be subject to such
                  terms and conditions as Polaris deems  appropriate,  including
                  but not limited to the  execution of a letter of credit in the
                  amount of the outstanding portion of guaranteed royalties.

         C.       Licensee may, upon Polaris's prior written consent, sublicense
                  Licensee's  rights  and/or  obligations  hereunder  to  any of
                  Licensee's  Affiliates,  provided  that  each  such  Affiliate
                  agrees to be bound by all of the terms and  conditions of this
                  Agreement,  and provided  that each such  Affiliate  agrees to
                  guarantee   Licensee's  full  performance  of  this  Agreement
                  (including  but not limited to Paragraph  24) and to indemnify
                  Polaris  for any  failure  of such  performance,  and  further
                  provided  that  Licensee  and  each  such  Affiliate  agree to
                  provide  Polaris  with  satisfactory   documentation  of  such
                  agreement(s),  guarantee(s) and indemnification upon Polaris's
                  request therefor.

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Karts International Incorporated
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33.      RELATIONSHIP
         ------------

         This  Agreement  does not  provide  for a joint  venture,  partnership,
         agency,   franchise,   dealership,   distributorship,   or   employment
         relationship between the parties, or any other,  relationship than that
         of licensor and licensee.

34.      CONSTRUCTION
         ------------

         The  language  of all  parts of this  Agreement  shall in all  cases be
         construed  as a whole,  according  to its fair meaning and not strictly
         for or against any of the parties.  Headings of  paragraphs  herein are
         for   convenience  of  reference  only  and  are  without   substantive
         significance.

35.      MODIFICATIONS OR EXTENSIONS OF THIS AGREEMENT
         ---------------------------------------------

         Except  as  otherwise  provided  herein,  this  Agreement  can  only be
         extended  or modified by a writing  signed by both  parties;  provided,
         however, that certain modifications shall be effective if signed by the
         party to be charged and communicated to the other party.

36.      NOTICES
         -------

         All notices  which either party is required or may desire to serve upon
         the  other  party  shall be in  writing,  addressed  to the party to be
         served at the address set forth on page I of this Agreement with a copy
         to TRI at 1191 St.  Charles  Court,  Los  Altos,  CA 94024,  and may be
         served  personally  or by  depositing  the  same  addressed  as  herein
         provided (unless and until otherwise notified), postage prepaid, in the
         United  States mad.  Such notice shall be deemed  served upon  personal
         delivery or upon the date of mailing;  provided,  however, that Polaris
         shall be  deemed  to have been  served  with a notice of a request  for
         approval of materials  under this Agreement only upon Polaris's  actual
         receipt of the request and of any required accompanying  materials from
         TRI.

37.      PREVIOUS AGREEMENTS
         -------------------

         This  Agreement  contains  the entire  agreement  between  the  parties
         concerning the subject matter hereof and supersedes any pre-existing or
         contemporaneous  agreement  and  any  oral  or  written  communications
         between the parties.

38.      CONSENT TO SERVICE OF PROCESS, VENUE, JURISDICTION
         --------------------------------------------------

         This Agreement and the enforcement hereof shall be subject  exclusively
         to the internal  laws (but not the choice or conflicts of law rules) of
         the State of  Minnesota,  United  States of  America.  Licensee  hereby
         irrevocably  waives any right it may have to assert the  application of
         any other law of any other state or nation.  The parties  agree that no
         action or  proceeding  may be maintained  by Licensee  against  Polaris
         except  either in  Minnesota  State  District  Court for the  County of
         Hennepin, or in the United States Federal Court, District of Minnesota,
         and that these  courts  shall  have  exclusive  jurisdiction  over such

<PAGE>

Polaris Industries Inc.
Karts International Incorporated
Page 22


         action or proceeding.  Licensee hereby  irrevocably waives any right it
         may have to commence any action or  proceeding  against  Polaris in any
         other  court.   Licensee   further   hereby  submits  to  the  personal
         jurisdiction  of the  aforementioned  courts with respect to any claims
         relating to or arising out of this Agreement or any actions or failures
         to act related thereto,  and irrevocably  waives any lights or defenses
         it may have to the commencement or continuation of an action against it
         in the aforementioned  courts based on lack of personal jurisdiction or
         improper or  inconvenient  venue.  Licensee  hereby further agrees that
         service of process  may be made upon it by  certified  mail or personal
         service at the address  provided  above.  This provision  shall survive
         termination  or  nonrenewal  of this  Agreement by either party for any
         reason.

39.      EQUITABLE RELIEF
         ----------------

         Licensee  acknowledges that Polaris will have no adequate remedy of law
         if Licensee  continues  to  manufacture,  sell,  advertise,  promote or
         distribute  the Articles  upon the  expiration or  termination  of this
         Agreement.  Licensee  acknowledges  and agrees that, in addition to any
         and all other  remedies  available to Polaris,  Polaris  shall have the
         fight to have any such  activity by Licensee  restrained  by  equitable
         relief, including, but not limited to, a temporary restraining order, a
         preliminary   injunction,   a  permanent  injunction,   or  such  other
         alternative  relief as may be  appropriate,  without the  necessity  of
         Polaris posting any bond.

40.      GOODWILL
         --------

         Licensee  acknowledges  that the rights and powers  retained by Polaris
         hereunder are necessary to protect Polaris's trademarks, copyrights and
         property rights, and, specifically,  to conserve Polaris's goodwill and
         good name, and the name  "Polaris," and therefore  Licensee agrees that
         Licensee  will not allow the same to become  involved in matters  which
         will,  or could,  detract  from or impugn  the  public  acceptance  and
         popularity thereof, or impair their legal status.

41.      POWER TO SIGN
         -------------

         The parties warrant and represent that their respective representatives
         signing  this  Agreement  have full power and proper  authority to sign
         this Agreement and to bind the parties.

42.      SURVIVAL OF OBLIGATIONS
         -----------------------

         The respective  obligations of the parties under this Agreement,  which
         by their nature would continue beyond the termination,  cancellation or
         expiration   of  this   Agreement,   including   but  not   limited  to
         indemnification,  insurance,  and payment of  Royalties,  shall survive
         termination, cancellation or expiration of this Agreement.

<PAGE>

Polaris Industries Inc.
Karts International Incorporated
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43.      SEVERABILITY OF PROVISIONS
         --------------------------

         The terms of this  Agreement are  severable  and the  invalidity of any
         term of this Agreement shall not affect the validity of any other term.

44.      FORCE MAJEURE
         -------------

         If either party is delayed,  or  interrupted  in, or prevented from the
         performance  of its  obligations  hereunder by reason of an act of God,
         fire,  flood,  war,  public  disaster,  strikes or labor  difficulties,
         governmental enactment,  regulation or order, or any other cause beyond
         its control,  and if such party has given the other party prompt notice
         thereof and, on request,  such confirmatory  documentation as the other
         party may reasonably request and has in good faith kept the other party
         apprised of when the delay,  interruption  or prevention is expected to
         be resolved,  the time for the  performance of the party's  obligations
         shall  thereupon  be extended for a period equal to the duration of the
         contingency that occasioned the delay, interruption or prevention,  but
         not exceeding sixty (60) days unless otherwise  mutually agreed. If the
         force majeure condition continues for more than sixty (60) days, either
         party may terminate  this  Agreement  upon written  notice to the other
         party.

Please sign below under the word  "Agreed".  When  signed by both  parties  this
shall constitute an agreement between Polaris and Licensee.

AGREED:

POLARIS INDUSTRIES INC.                  KARTS INTERNATIONAL INCORPORATED


By:    ________________________________  By:    ________________________________

Title: ________________________________  Title: ________________________________

Date:  ________________________________  Date:  ________________________________


<PAGE>

Polaris Industries Inc.
Karts International Incorporated
Page 24

                                    EXHIBIT 1

                                      Dated

Polaris Industries Inc.
1225 Highway 169 North
Plymouth, Minnesota 55441

RE:    Approval for Third Party Manufacturer-Developer
       -----------------------------------------------

Gentlemen:

         This letter will serve as notice to you that  pursuant to  Paragraph 23
of the License Agreement dated  ___________,  199___ between Polaris  Industries
Inc.  and  ___________________   ("Licensee"),  we  have  been  engaged  as  the
manufacturer/developer     for     LICENSEE    in     connection     with    the
manufacture/development  of the Licensed  Product(s) as defined in the aforesaid
License  Agreement.  We hereby  acknowledge that we may not  manufacture/develop
Licensed  Product(s) for, or sell or distribute  Licensed  Product(s) to, anyone
other than Licensee.  We hereby further acknowledge that we have received a copy
and are  cognizant  of the  terms  and  conditions  set  forth  in said  License
Agreement and hereby agree to observe those provisions of said License Agreement
which are applicable to our function as  manufacturer/developer  of the Licensed
Product(s). It is understood that this engagement is on a royalty free basis.

         We understand  that our  engagement as the  manufacturer/developer  for
LICENSEE is subject to your written approval.  We request,  therefore,  that you
sign in the space below,  thereby  showing your  acceptance of our engagement as
aforesaid.

                                       Sincerely,



                                       _________________________________________
                                       Manufacturer/Developer/Company Name


<PAGE>

Polaris Industries Inc.
Karts International Incorporated
Page 25


                                       By: _____________________________________
                                                         Signature


                                           _____________________________________
                                                        Printed Name


                                           _____________________________________
                                                          Address


                                           _____________________________________

                                           _____________________________________
                                                           Dated

AGREED TO AND ACCEPTED:

POLARIS INDUSTRIES INC.

By: __________________________


Dated: _________________