LICENSE AGREEMENT

                  AGREEMENT  made  as of  this  29th  day of  July,  1998 by and
                  between  LOTTO S.p.A.,  a  corporation  organized and existing
                  under the laws of Italy and  having its  registered  office at
                  200,  Via  S.   Gaetano   -MONTEBELLUNA   (Treviso)   -(ITALY)
                  (hereinafter referred to as "LICENSOR") on the first hand, and
                  AARICA  HOLDING  INC., a company duly  organized  and existing
                  under the laws of United States,  having its registered office
                  at 1080 Howell  Branch  Road,  Winter  Park,  FL  (hereinafter
                  referred to as "LICENSEE") on the second hand


                                     WHEREAS
a)                LICENSOR is the registered  owner and/or has made  application
                  for registration of the Trademarks (as hereinafter defined) in
                  the Territory (as hereinafter  defined) in connection with the
                  manufacture,  distribution, promotion and sale of Products (as
                  hereinafter defined);

          b) LICENSOR is in  possession  of valuable  know-how  relating to some
     techniques and methods manufacture, merchandising and marketing relating to
     the Products;

          c)  LICENSEE  desires  to  utilize  such  know-how  to  enable  it  to
     manufacture,  promote  and sell the  Products  in the  Territory  under the
     Trademarks; and

d)                LICENSOR  has  agreed  to  make  available  to  LICENSEE  such
                  know-how and to permit  LICENSEE to manufacture and distribute
                  the Products in the Territory  under the said  "know-how"  and
                  give to LICENSEE the right to use the  Trademarks  in relation
                  thereto on the terms and conditions hereinafter appearing.



                  NOW THEREFORE,  in  consideration  of the mutual covenants and
                  agreements  hereinafter set forth, the parties hereby agree as
                  follows:



                  1. Definitions


                  For  purposes of this  Agreement,  the  following  definitions
                  shall apply: 1.1 -"Technical  Information" shall include,  but
                  not be limited to, all LICENSOR know- how, designs, materials,
                  production methods and techniques,  formulae,  specifications,
                  directions and standards for  manufacturing  and packaging and
                  all


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                  commercial  and  marketing   information   applicable  to  the
                  Product(s) and all subsequent modifications,  improvements and
                  additions thereto.
                  1.2 -"Product(s)" shall mean exclusively,  Men's,  Ladies' and
                  Children's shoes,  apparel and accessories relating thereto to
                  be agreed  upon in writing  season by season by  LICENSOR  and
                  LICENSEE, manufactured and/or designed by LICENSOR in whole or
                  in  any  part  with  use  of  any  Technical  Information  and
                  distributed  under the  Trademarks at the date of execution of
                  this   Agreement   or  any   other   product   that   LICENSEE
                  manufactures,  packages and or distributes in accordance  with
                  the terms of this Agreement.  1.3 -"Trademarks" shall mean all
                  the  trademarks  and logos  set forth in  Exhibit " A" and any
                  further  registration or application for  registration for any
                  trademark  or logo as may be agreed to in writing  between the
                  parties  hereto  from  time to time  during  the  term of this
                  Agreement.
                  1.4  -"Territory"  shall mean inside the  territory  of United
                  States of Mexico and any other country the parties shall agree
                  upon  in  writing  during  the  term of  this  Agreement  1.5-
                  "Effective   date"  shall  mean  January  1st,  1999.  1.6  -"
                  Affiliated  company(ies)"  shall  mean any  entity or  company
                  directly or indirectly owned or anyway controlled by LICENSEE.



                  2. Manufacturing and Trademark License


                  Subject  to the terms and  conditions  hereinafter  set forth,
                  LICENSOR  hereby  grants to  LICENSEE  during the term of this
                  Agreement   an   exclusive   license  to  use  the   Technical
                  Information for the manufacturing,  packaging and distribution
                  of the Products in the Territory, and to use the Trademarks in
                  connection  with the said Products in the Territory,  strictly
                  in accordance  with this Agreement  (hereinafter  collectively
                  called  the  "license").   The  license  is  granted  only  as
                  indicated  above,  and  specifically  excludes  any  right  to
                  practice, use or apply the Technical Information or Trademarks
                  to  manufacture,  assemble  and/or  distribute  any Product or
                  other items in or to any parties  located in any other country
                  or to assist or procure the manufacture or use of the Products
                  and of the  Trademarks  outside  the  Territory  as  indicated
                  above.



                  3. Manufacturing, Packaging and Distribution









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                  3 .1 -Products  shall be  manufactured  and packaged from such
                  materials and using such production  methods and techniques as
                  LICENSOR shall specify.
                  3.2  -LICENSEE  recognizes  the  importance to both parties of
                  high   standards  of  quality  in  relation  to  the  Products
                  manufactured under this license.
                  LICENSEE  therefore  undertakes  and agrees that all  Products
                  manufactured  pursuant  to the  license  shall  conform  in ll
                  respects with formulae,  designs,  specifications,  directions
                  and standards  for  manufacturing  and packaging  communicated
                  from time to time by  LICENSOR  in written or graphic  form to
                  LICENSEE which shall conform with  LICENSOR's  internationally
                  recognized Products' standards.  However, LICENSOR acknowledge
                  that due to specific need of  LICENSEE's  market and Territory
                  LICENSEE might request to manufacture  special  Products to be
                  sold  in  the  Territory   which  could  not  conform  to  the
                  abovementioned  standards  and  specifications.  In such  case
                  LICENSEE  shall submit such  Products to LICENSOR for approval
                  which  approval  shall  not be  unreasonably  withheld.  If so
                  requested by  LICENSOR,  LICENSEE  undertakes  to affix to all
                  Licensed  Products  anti-imitation  tags and/or  labels  which
                  shall be  purchased  by  LICENSEE  from  LICENSOR or any other
                  source  which  can  supply  a  similar  quality  product,   at
                  competitive prices. 3.3 -LICENSOR shall have the right to have
                  its  representatives  present in  LICENSEE's  or its affiliate
                  plant or other point of manufacture or distribution during any
                  or all manufacturing, packaging and distribution activities in
                  connection  with the  Products.  LICENSEE  shall  permit  such
                  representatives  to observe,  inspect and test all  machinery,
                  facilities, equipment, raw materials, ingredients, containers,
                  packaging  materials  and labels which are used in  connection
                  with   such   manufacturing,    packaging   and   distribution
                  activities,  and to observe, inspect and test or have LICENSEE
                  tested work in progress  and finished  units of the  Products.
                  3.4 -Prior to any  distribution  of any  Product  manufactured
                  under this  Agreement,  LICENSEE  shall  submit  upon  request
                  production   samples  of  finished   units  of  that  Product,
                  including the  packaging and labels to LICENSOR,  and LICENSEE
                  shall not commence distribution of that Product until LICENSEE
                  has  received  the  initial  approval  of  LICENSOR  for  such
                  samples.  LICENSOR  shall  inspect  such  samples and give its
                  answer to LICENSEE within 8 (eight) working days after receipt
                  by it of the samples,  otherwise  such samples shall be deemed
                  approved by LICENSOR.  If forthcoming,  such approval shall be
                  communicated  to  LICENSEE  by  cable  or  telex.  Thereafter,
                  LICENSEE  shall  submit  to  LICENSOR  reasonable  numbers  of
                  samples of finished units of the Products, including packaging
                  and  labels  from  time to  time  when  requested  to do so by
                  LICENSOR.  LICENSEE  shall  withdraw  from  the  ~  course  of
                  manufacture   or  from  the   market   any  of  the   Products
                  manufactured under.





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                  this  Agreement  which  do  not  conform  with  the  formulae,
                  specifications,   directions  and  standards  referred  to  in
                  Section  3(2)  hereof  LICENSEE  shall  make no changes in the
                  formulae,  designs,  specifications,  directions and standards
                  for  manufacturing  and packaging  the Products  without prior
                  written approval of LICENSOR.



                  4. Technical Assistance and Know-How


                  4.1 -LICENSOR shall from time to time and to such extent as it
                  shall  consider  reasonably  necessary  under this  Agreement,
                  furnish to  LICENSEE  technical  assistance  and  know-how  in
                  connection with the manufacture  packaging and distribution of
                  the  Products.  In providing  such  technical  assistance  and
                  know-how,  LICENSOR is acting in an advisory capacity only and
                  shall  not  have  responsibility  for the  manufacture  of the
                  Products or otherwise.  4.2 During the term of this Agreement,
                  LICENSOR  will  supply  LICENSEE,  free of charge,  in form of
                  samples of unfinished  articles or in written form in English,
                  with LICENSOR's  design of Products,  which will be created or
                  developed by LICENSOR for each season.  4.3 -In case of supply
                  by LICENSOR to LICENSEE of the samples of finished articles of
                  the  Products,  LICENSEE  shall pay to LICENSOR  the  relevant
                  amount to be calculated on the basis of FOB-price. Payment for
                  these  samples  shall be made by  LICENSEE in US Dollars or in
                  the  currency  otherwise  made known by  LICENSOR  to LICENSEE
                  within thirty (30) days after receipt by LICENSEE of the above
                  mentioned samples.
                  4.3.1 In the case  LICENSOR  or any  affiliated  company  will
                  supply,  upon  request  of  LICENSEE,  any kind of  materials,
                  accessories, finished or unfinished products and/or equipments
                  to be used in connection  with LICENSEE's  activity,  LICENSEE
                  will have to submit to  LICENSOR a purchase  order  specifying
                  all  the  instructions   related  to  shipping  and  invoicing
                  modalities,   documentations   and   declarations   requested.
                  LICENSEE is responsible  for checking that the importation and
                  all  the  related  instructions  are in  accordance  with  the
                  prevalent  Laws in the  Territory.  Such supplies will be paid
                  with a  warranted  form of payment at 30 days from the date of
                  shipment.
                  4.4 In the event that LICENSEE  desires to revise or add other
                  design(s)  to the designs ~ furnished  by  LICENSOR,  LICENSEE
                  shall submit to LICENSOR its own  design(s)  and/or  proposals
                  with respect to such  revision(s) or addition(s) to LICENSOR's
                  " designs, and LICENSEE before utilizing such design revisions
                  or additions shall







                  obtain the written approval of LICENSOR to the samples made by
                  LICENSEE for such  revision(s) or addition(s),  which approval
                  shall not be  unreasonably  withheld  ; 4.5 In the event it is
                  necessary  for a LICENSOR's  employee to travel to  LICENSEE's
                  facility,  or other points of manufacture,  in connection with
                  such Technical  Assistance,  LICENSEE shall reimburse LICENSOR
                  for all costs so  incurred,  including  travel  expenses  from
                  LICENSOR's  premises to LICENSEE's facility (or other point of
                  manufacture) and living expenses,  only at LICENSEE's request.
                  4.6 -Subject to the prior  approval by LICENSOR,  LICENSEE may
                  from  time  to time  send  one or  more  of its  employees  to
                  LICENSOR's  factory  for the  purpose of  obtaining  technical
                  assistance in  connection  with the  manufacture  of Products.
                  LICENSEE shall bear all expenses related to the  remuneration,
                  traveling and lodging  related costs of its personnel  sent to
                  LICENSOR's factory;



                  5 -Confidentiality

                  5.1  -LICENSEE  acknowledges  that all  Technical  Information
                  furnished  by LICENSOR  to  LICENSEE  during the term of. this
                  Agreement  which are  proprietary  to  LICENSOR is of a highly
                  confidential and secret nature. .
                  5.2 -All of such Technical Information proprietary to LICENSOR
                  is given and received in strict  confidence  and is to be used
                  by  LICENSEE  solely  for the  purpose  of  carrying  out this
                  Agreement.  LICENSEE  shall  keep  in  strict  confidence  the
                  aforesaid Technical  Information and shall not, for any reason
                  whatsoever,  reveal,  disclose,  sell or transfer  any part of
                  such Technical Information, directly or indirectly, to its own
                  employees  or agents or to any third party except as permitted
                  by the terms of this Agreement. 5.3 -In the performance of its
                  obligations  under this Section 5,  LICENSEE  shall at its own
                  cost take all  precautions  and steps which may be  reasonably
                  requested  in order to  protect  such  Technical  Information.
                  Nothing herein shall be interpreted as prohibiting LICENSOR at
                  its own expenses from  bringing  such legal actions  within or
                  outside the Territory as LICENSOR shall deem to be in its best
                  interest.
                  5.4 -LICENSEE  shall have the right to disclose said Technical
                  Information received only to those of LICENSEE's employees who
                  require same and LICENSEE agrees to exercise an high degree of
                  care  in the  selection  of its  employees  to  whom  said  CJ
                  Technical Information, or any part thereof, will be disclosed.
                  5.5- LICENSEE's  obligations set forth in this Section 5 shall
                  survive  and  remain  in force  -- even  after  expiration  or
                  termination  of this  Agreement  and for a  period  of 2 (two)
                  years thereafter.


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                  6. Trademark and other Industrial Property Rights


                  6.1  -LICENSEE  acknowledges  that  LICENSOR is the  exclusive
                  owner  of  the  entire  right,   title  and  interest  in  the
                  Trademarks  and  all  other  industrial   property  rights  of
                  LICENSOR.  LICENSEE further  acknowledges  that LICENSEE shall
                  acquire no right or  interest in the  Trademarks  or any other
                  industrial  property  right  of  LICENSOR  by  reason  of this
                  Agreement or otherwise and that the  Trademarks  shall be used
                  by  LICENSEE  solely  in  connection  with the  manufacturing,
                  packaging,  advertising and sale of the Products in the manner
                  provided by this Agreement.
                  6.2 -If legally required,  LICENSEE and LICENSOR shall execute
                  an appropriate form of license agreement for recording of, and
                  any amendment to, this Agreement.
                  6.3-  LICENSEE  shall  not in the  Territory  or in any  other
                  country  during  the  term of this  Agreement  or at any  time
                  thereafter apply for or seek registration of or anyway use any
                  words, trade marks, trade names or logos which are the same as
                  or  confusingly  similar to any of the Trademarks or which may
                  in  any  manner  be  used  in  unfair  competition  therewith.
                  LICENSEE further undertakes and agrees that it will not at any
                  time do, or so far as it is able to allow to be done, any, act
                  or thing which may in any way impair the rights of LICENSOR in
                  and to any of the Trademarks and that it will not represent in
                  any way  that it has any  other  right  or title to any of the
                  Trademarks  other than the rights of exclusive use as licensed
                  by LICENSOR here- under.
                  It is  furthermore  understood and agreed upon that nothing in
                  this  Agreement  shall be  considered as an  authorization  or
                  permission  to include any of the  Trademarks  in the LICENSEE
                  trade-style and trade name.
                  6.4 -All  packaging and labeling for the Products  shall if so
                  requested by LICENSOR  include the statement  "Distributed  in
                  (name of the  Territory  concerned)  under  license from LOTTO
                  S.p.A.  Italy" or such other statements and notice as LICENSOR
                  shall from time to time direct.
                  6.5 -All markings,  formats, designs and logos of the Products
                  shall be  subject to the prior  approval  of  LICENSOR  if not
                  already in use by the same.
                  Any new marks, logos,  layouts,  designs and the like shall be
                  used  only  with  the  written   approval   of  LICENSOR   and
                  registration  therefore  will be the sole and exclusive  right
                  and property of LICENSOR.
                  6.6 -In case of unfair  competition or  infringement  by third
                  parties  in the  Territory  of the 17  Trademarks,  registered
                  formats,  layouts,  designs and logos or any other  industrial
                  property   rights  of  LICENSOR  comes  to  the  knowledge  of
                  LICENSEE, it shall ask



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                  for LICENSOR's  approval  concerning  the  prosecution of such
                  case  by  LICENSEE,  such  approval  not  to  be  unreasonably
                  withheld.  All expenses directly or indirectly  connected with
                  the said  legal  actions  shall be borne by  LICENSEE,  unless
                  differently  agreed upon  between the parties.  6.1-  LICENSEE
                  declares  that it has  full  knowledge  of the  administrative
                  position  of the  Trademarks  and  LICENSOR  does  not give to
                  LICENSEE  any   representation  or  warranty  about  validity,
                  enforceability,  or freedom from  infringement  of proprietary
                  rights  of any  third  party  register  ability  of any of the
                  Trademarks,  except that LICENSOR  does  represent to LICENSEE
                  that at the best of LICENSOR's  knowledge the  Trademarks  are
                  valid, enforceable, owned by LICENSOR and do not infringe upon
                  the rights of third parties.



                  7. Manufacturing and packaging requirements


                  It is  understood  and agreed by the  parties  hereto that the
                  necessity of compliance with all legal requirements, rules and
                  regulations relating to the manufacture,  packaging, labeling,
                  marketing  and/or sale of the  Products  under this  Agreement
                  shall be the sole responsibility and obligation of LICENSEE at
                  its entire cost.  LICENSEE  shall  indemnify and hold LICENSOR
                  harmless  against any and all claims,  damages,  penalties and
                  other actions and costs  (including  reasonable  fees of legal
                  counsel)  arising out of or related to the failure of LICENSEE
                  to wholly or partially comply with the legal  requirements and
                  regulations   relating   to  the   manufacturing,   packaging,
                  labeling, marketing and/or sale of the Products by LICENSEE.



                  8. Lotto points of sale


                  Notwithstanding  the  License  granted by LICENSOR to LICENSEE
                  hereunder  nothing in this  Agreement  shall be  construed  as
                  prohibiting  LICENSOR to directly  or  indirectly  open retail
                  shops or points of sale of the Products in the Territory under
                  the  "Lotto"  trade name.  However,  any opening of such shops
                  shall be  previously  agreed upon  between the parties  taking
                  into  account  the  impact in the  market of such  initiative.
                  LICENSOR  reserves the right to supply the said shops or point
                  of sale with a certain  number of Products "made in Italy" for
                  promotional  purpose  exclusively  if mutually  agreed by both
                  parties.


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          9. Manufacturing and packaging by third parties (Sub-contractors)


                  Subject to LICENSOR's prior written approval  LICENSEE will be
                  entitled to have in whole or in part Products manufactured and
                  packaged by  subcontractors in and outside the Territory under
                  LICENSEE's entire responsibility.
                  In  order  to be  so  authorized,  LICENSEE  shall  submit  to
                  LICENSOR,  in advance,  full name and address of the  proposed
                  subcontractors   and  full   details   about   their   plants,
                  facilities,  technical  knowledge  and  background,  to  allow
                  LICENSOR to evaluate the quality  standards and the reputation
                  of the subcontractors.
                  LICENSOR  shall not  unreasonably  refuse its  approval of the
                  proposed  subcontractors,  but,  independently  of any of such
                  approval  given by  LICENSOR,  LICENSEE  shall  be and  remain
                  directly  responsible  towards  LICENSOR for full and complete
                  fulfillment  by  the  said   subcontractors  of  any  and  all
                  obligations  under this Agreement  and, in any case,  LICENSOR
                  shall be and  always  remain  fully  entitled  to  regard  any
                  failure,   violation  or  default  under  the  terms  of  this
                  Agreement  by any of the said  subcontractors,  as a  failure,
                  violation or default by LICENSEE itself.  Notwithstanding this
                  Sec. 9, it is agreed and  understood  that  Products  shall be
                  distributed,   sold,  promoted  and  invoiced  exclusively  by
                  LICENSEE.




                  10. Consideration and Royalty


                  10.1  In  consideration  of  the  License  granted  hereunder,
                  LICENSEE shall pay to LICENSOR,  as from the Effective Date, a
                  royalty equal to 5% (five per cent) based on the Products' net
                  selling price. It is understood that LICENSEE's undertaking to
                  pay such Royalty of this Agreement is a material obligation of
                  LICENSEE  without which  LICENSOR would not have been prepared
                  to enter into this  Agreement  and failure to pay such Royalty
                  for any annual  period  during the term hereof  shall  entitle
                  LICENSOR to  terminate  this  Agreement  by written  notice to
                  LICENSEE, in accordance with Section 14.3.1. 10.2 -Within June
                  30 and December 31 of each Contractual  Period of execution of
                  this  agreement,  LICENSEE  shall render to LICENSOR a written
                  statement in English  showing the aggregate of the net selling
                  prices and number of units of products sold during the 6 (six)
                  months ended on such date, and the amount of such royalty owed
                  to LICENSOR in respect thereof, which royalty shall be paid at
                  30 days to  LICENSOR at the bank  chosen by  LICENSOR,  taking
                  into  account the  provision  of article 11 of this  Agreement
                  concerning Minimum Royalties.



                  10.3- For the purpose of this Section 10:

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                  10.3.1  -The  Products  shall be deemed to have been sold upon
                  dispatch of invoice to purchaser,  or delivery of the Products
                  to purchaser, whichever is the earlier .

                  10,3.2 -The "net selling  price" means the gross selling price
                  as invoiced by LICENSEE  after  deduction of taxes,  effective
                  discounts or allowances granted by LICENSEE , and returns.  If
                  said  returns  are  more  than 2% they  must  be  verified  by
                  LICENSOR.

                  10.4  -LICENSEE  and any  Affiliated  Company shall during the
                  continuance  of this  Agreement  keep at its  usual  place  of
                  business  true and  particular  accounts  and  records  of the
                  Products manufactured and sold under this Agreement and of the
                  amount of all royalties paid or payable hereunder.

                  10.5 -A duly authorized representatives of LICENSOR shall have
                  the right at any  reasonable  time  during  business  hours to
                  inspect and audit the accounts and records of LICENSEE and any
                  Affiliated  Company relating to the  manufacture,  sale and/or
                  disposal  of the  Products  and of the  invoice  price and all
                  other  matters   directly  or   indirectly   relevant  to  the
                  calculation   of  the   amount   of   royalty   due  and  such
                  representatives  shall  be  entitled  to  take  copies  of  or
                  extracts from any such records.
                  10.6 -Royalty payments  hereunder shall be made in US Dollars,
                  or in  the  currency  otherwise  made  known  by  LICENSOR  to
                  LICENSEE.  In the event of  LICENSEE's  being unable to effect
                  payment of any royalty due hereunder in  accordance  with this
                  Agreement  by reason  pf any  refusal  of any duly  authorized
                  Authority to permit such  payment  under  applicable  exchange
                  control  regulations or by reason of any other official order,
                  LICENSEE  shall not be relieved of its obligation to make such
                  payment but  LICENSOR  shall not be  entitled to exercise  any
                  right of  termination  hereunder by reason of delay or failure
                  to make the payment provided that: 10.6.1 -LICENSEE uses every
                  reasonable endeavor to obtain permission to make said payment,
                  and  10.6.2  -LICENSEE  shall  effect  payment  in  any  other
                  permitted  manner  required  by  LICENSOR.  10.7 -The  Parties
                  recognize  that  if  the  government  or any  other  competent
                  authority  of  the  Territory  imposes  a  withholding  tax on
                  royalties  payable  hereunder,  LICENSEE  shall be entitled to
                  deduct from them such  applicable  withholding  tax,  provided
                  that (i) such tax is in fact remitted to the  government,  and
                  (ii)  LICENSEE  gives  LICENSOR   official  evidence  of  such
                  payment. It is understood and agreed upon that if a convention
                  to avoid  double  taxation  on  royalties  is or shall come in
                  force  between  the   government  of  the  Territory  and  the
                  Government of Italy,  then any applicable  provision of such a
                  Convention apply shall apply to this Agreement.









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                  10.8 -LICENSEE  shall in no event,  without  LICENSOR's  prior
                  written  authorization,  be entitled to set off any amounts it
                  may  claim  are  owed  to  it  by  LICENSOR   for  any  reason
                  whatsoever, against any royalties owed to LICENSOR pursuant to
                  this  Agreement.  10. 9 -All late payments of royalties  shall
                  bear  interest at a rate of two percent (2% ) per month or, if
                  such rate  should  exceed  any  applicable  permissible  legal
                  interest rate, then at the highest legally permissible rate.




                  11. Minimum Sales and Royalty


                  11.1 -During the term of this Agreement LICENSEE undertakes to
                  pay to LICENSOR for each year of execution of this  Agreement,
                  starting  from the  Effective  Date,  such minimum  royalty as
                  provided in Exhibit "C" hereof,  in two equal  installments on
                  June 30th and December  31st of each year of execution of this
                  Agreement.  To  this  purpose,   starting  from  the  date  of
                  execution of this agreement,  LICENSEE shall open and maintain
                  a revolving  bank guarantee in the amount to be paid every six
                  months to LICENSOR as Minimum Royalty.  11.2 -It is understood
                  and agreed that  LICENSEE's  undertaking  to pay such  minimum
                  royalty and to open and maintain the relevant  bank  guarantee
                  are material obligations of LICENSEE, ' without which LICENSOR
                  would not have been prepared to enter into this  Agreement and
                  failure  to fulfill  such  obligations  for any annual  period
                  during the term hereof  shall  entitle  LICENSOR to  terminate
                  this  Agreement  by written  notice to LICENSEE in  accordance
                  with Section 14.3.1.




                  12. Advertising


                  12.1  -LICENSEE  shall  express and  identify  properly in all
                  advertising  and promotion that the Products are  "Distributed
                  in (name 'of the Territory concerned) under license from LOTTO
                  S.p.A." or any such other statement or notice  identifying the
                  Products as having been manufactured,  packaged and sold under
                  license from LICENSOR.
                  12.2-  LICENSEE  agrees to  continuously  submit  to  LICENSOR
                  significant   examples   of  any  and  all   advertising   and
                  promotional  material  and activity and to consider the advice
                  and   suggestions   of  LICENSOR   with  respect  to  Products
                  advertising and promotion.
                   LICENSEE   further   agrees,   upon   request,   to  promptly
                  discontinue any advertising or practice  reasonably  deemed by
                  LICENSOR to have detrimental effect on







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                  LICENSOR's   goodwill  and  reputation.   LICENSEE  shall  not
                  advertise the Products  outside the Territory  except in media
                  which are already  circulating  or broadcast in the Territory.
                  12.3 -Upon LICENSOR's request, LICENSEE shall apply to any and
                  all Products such  reasonable tags or labels as LICENSOR shall
                  specify in writing in order to properly  identify Products and
                  their  origin.  12.4  -LICENSEE  further  undertakes to expend
                  annually to unrelated third parties, at least such percentages
                  of the  total  annual  turnover  reached  by sale of  Products
                  during each relevant  Contractual  Period, as shown in exhibit
                  "D"  hereof,  for  advertising,  sales  promotion  and similar
                  marketing  activities,  consistant with the LICENSEE marketing
                  plan.




                  13. Reports


                  As one of its material obligations  hereunder,  LICENSEE shall
                  render to LICENSOR a written  royalty  report,  within June 30
                  and December 31 of each year of  execution of this  Agreement,
                  containing  the  following  information  covering the relevant
                  period:  (i) a statement of the inventory at the beginning and
                  at the end of such six months  period of each finished item of
                  the Products manufactured during such period; (ii) a statement
                  of the  sale  of  Products  invoiced  during  such  period  by
                  LICE~SEE   and/or  any   Affiliated   Company   including  the
                  quantities and price of each item sold.




                  14. Term and Termination


                  14.1  -This  Agreement  shall  come into  force at the date of
                  execution  by both  parties and shall remain in force for a 10
                  (ten)  contractual  years period,  starting from the Effective
                  Date, After the first 10 (ten) contractual years period,  this
                  Agreement will automatically be considered renewed on the same
                  terms and conditions for a further 10 (ten)  contractual years
                  provided   that   during  the  term  of  the  first  10  (ten)
                  contractual  years as defined above  LICENSEE has performed in
                  all  material  respects  any of  its  obligations  under  this
                  Agreement   and  the  two  parties  do  come  into   agreement
                  concerning  minimum royalties for the renewal term, U 14.2 -It
                  is agreed that the Minimum Royalties for the first contractual
                  year in case of renewal  shall not be  increased  by more than
                  20% in respect  of the last  contractual  year of the  initial
                  term  (i.e.   2008),  and  that  increase  for  the  following
                  contractual  year shall not be more that 10% in respect to the
                  contractual year before.










<PAGE>







                  14.3-   Notwithstanding  the  above  provision  14(1.1),  this
                  Agreement may be  immediately  terminated  without  payment by
                  LICENSOR  of any  indemnity  or other  sums on account of such
                  termination  under the  following  circumstances:  14.3.1  -By
                  either party if within 60 (sixty) days after  notification  to
                  the other party advising said party of a failure, violation or
                  default of any obligation  under this Agreement the said other
                  party  has not  entirely  cured  such  failure,  violation  or
                  default  provided that such failure,  violation or default has
                  to be regarded as serious  according to the parties'  will. In
                  particular, but not limited to, it is agreed and understood by
                  LICENSOR  and  LICENSEE  that  whichever  failure  to  exactly
                  fulfill to any obligations  under Sec. 6 (Trademarks and other
                  Property Rights),  9 (sub- contractors) and 10 (Royalty) shall
                  automatically be regarded as "serious". 14.3.2- By LICENSOR: (
                  i ) if  any  action  involving  bankruptcy  or  insolvency  is
                  brought concerning LICENSEE,  or (iii) if LICENSEE directly or
                  indirectly  manufacture,   promote,  distribute  or  sell  the
                  Products  outside  the  Territory  without   LICENSOR's  prior
                  written authorization.  By LICENSEE: in case of any bankruptcy
                  or  insolvency  of  LICENSOR.   14.3.3-  Termination  of  this
                  Agreement as provided  for by this Section  14.3.2 shall be by
                  written  notice and shall be  effective  60 (sixty) days after
                  receipt by LICENSEE.  14.4- Upon  expiration or termination of
                  this Agreement for reasons specified above by this Section 14,
                  LICENSEE  shall  immediately  remove  from  its  premises  and
                  elsewhere  the  Trademarks  and  all  signs  and   advertising
                  relating to  LICENSOR  and the  Products  and  Trademarks  and
                  LICENSEE  shall  forever  refrain from using in any manner the
                  Trademarks  and all other trade  names of LICENSOR  identified
                  with or used on or in  connection  with the  Products ( or any
                  words,  marks,  trade  names or logos  which  are  confusingly
                  similar thereto). 14.5 -It is understood by the parties hereto
                  .that  in the  event  of  termination  of this  Agreement  for
                  reasons specified above by this Section 14 LICENSOR shall have
                  no obligations whatsoever to reimburse or otherwise compensate
                  LICENSEE  in  whole  or in  part,  for its  capital  or  labor
                  investment,  undertaken  in connection  with the  manufacture,
                  storage or  distribution  of the Products,  including  without
                  limitation  its  investment  in  machinery,   fixtures,  other
                  personal or real  property or any  improvements  thereto,  and
                  personnel  employed  by LICENSEE  engaged in the  manufacture,
                  handling,  storage  or  distribution  of  the  Products  or to
                  compensate or indemnify  LICENSEE in any other way whatsoever,
                  including  without  limitation  on  account.  of the  loss  of
                  prospective  profits on  anticipated  sales or  commitments in
                  connection with the business or goodwill of LICENSEE.
                  14.6  -Termination  or expiration of this Agreement  shall not
                  relieve  LICENSEE  of  any  liability  for  an  monies  due to
                  LICENSOR at the time of such termination or



<PAGE>





                  expiration   nor   shall   it   relieve    LICENSEE   of   the
                  post-termination  obligations imposed by this Agreement. At no
                  time  during  the term of this  Agreement  or at or after  its
                  termination   shall   LICENSEE   have  right  for  any  reason
                  whatsoever  to withhold any payments due hereunder to LICENSOR
                  or to set off against  any such  payments  any  amounts  which
                  LICENSEE  claim are owed to it by  LICENSOR.  14.7  -Within 30
                  (thirty) days of the  effective  date of such  termination  or
                  expiration  of  this  Agreement,   LICENSEE  shall  submit  to
                  LICENSOR  any  inventory  list of all unsold  Products and all
                  unfinished  Products as of the date of the said termination or
                  expiration.  LICENSOR may in its  discretion in all cases (but
                  shall  in no case be  bound  to)  repurchase  or cause a third
                  party  to  repurchase  all or any  part of such  inventory  by
                  notifying  LICENSEE  in  writing.  In the event that  LICENSOR
                  should not  repurchase or should  repurchase  only part of the
                  inventory mentioned in the preceding paragraph, LICENSEE shall
                  have the right,  for a period of 180 days after the  effective
                  date of  termination  of this  Agreement,  under the terms and
                  conditions   thereof,  to  sell  in  the  Territory  the  said
                  inventory or that part of the inventory not repurchased.



                  15. Miscellaneous


                  15.1 -This  Agreement is binding  upon the parties  hereto and
                  their respective  successors in interest,  but with respect to
                  LICENSEE  this  Agreement and the License  granted  hereunder,
                  failing  LICENSOR's  prior written  approval  which may not be
                  unreasonably   withheld,  is  nondivisible.   Any  assignment,
                  transfer  or  sub-license  (except as  provided  for in Sec. 9
                  herein).,  may be granted by LICENSEE to one of its controlled
                  companies only with  LICENSOR's  prior approval which approval
                  shall not be  unreasonably  withheld  LICENSOR  shall have the
                  right, by written notice to LICENSEE, to assign this Agreement
                  or any rights and/or obligations  hereunder to other companies
                  under LICENSOR's direct or indirect control.  15.2- Failure of
                  either  party to enforce at any time or for any period of time
                  the provisions  hereof in accordance with their terms will not
                  be construed to be a waiver of such provisions or of the right
                  of such  party  thereafter  to  enforce  each and  every  such
                  provision.  It is however understood that in case of violation
                  of any of its  obligations  under  this  Agreement  each party
                  shall  be  granted  a  60  (sixty)   days  cure   period  upon
                  notification by the other party of such violation.
                   15.3 -Should an approval be required by one of the parties to
                  the other under the  provisions of this  Agreement and failing
                  an  answer  after  15  (fifteen)  days  upon  receipt  of such
                  approval request by the party concerned such approval shall be
                  deemed as



<PAGE>







                  granted,  being it understood that any approval  request under
                  this  Agreement can not be  unreasonably  rejected.  15.4 -The
                  parties agree that this  Agreement  shall be construed and all
                  matters  relating  thereto  shall be  determined in accordance
                  with the Laws of Italy.
                  1.5.5 -This Agreement supersedes all prior agreements, oral or
                  written,  between the parties  hereto  relating to the subject
                  matter covered  herein and set forth the entire  Agreement and
                  understanding  between the parties as to the subject matter of
                  this Agreement,  and neither of the parties shall' be bound by
                  any  conditions,  definitions,  warranties or  representations
                  with respect to the subject  matter of this  Agreement,  other
                  than as  expressly  provided in this  Agreement or as duly set
                  forth on or  subsequent  to the date  hereof  in  writing  and
                  signed by a proper and duly authorized  representative  of the
                  party to be bound  thereby.  15.6  -The  Exhibits  hereinafter
                  listed  are made a part  hereof and form an  integral  part of
                  this  Agreement:  Exhibit  "  A"  (Trademarks),   Exhibit  "B"
                  (Minimum Sales), Exhibit "C" (Minimum Royalty) and Exhibit "D"
                  (Minimum  expenditure for Advertising & Promotion).  15.7- All
                  notices,  requests,  demands and other communications shall be
                  validly given if forwarded by  registered  mail or by telex or
                  telefax  addressed to the party's  address or telex or telefax
                  number appearing  hereinafter,  unless such party has notified
                  the other  party of a  substitute  address or telex or telefax
                  number in writing:




                  To LOTTO S.p.A. at:
                  200, Via S. Gaetano -31044 MONTEBELLUNA (Treviso )
                   -Italy -
                  Telex N. 411047 LOTTO I Telefax N. 39-423-600402
                   Attn.  President


                  To LICENSEE at:





                   Tel. Number




                  Telefax Number


                  Attn. President







<PAGE>




                  15,7- For the purpose of the record of this Agreement with any
                  competent  Authority in the  Territory  the Parties agree that
                  they, if necessary, shall execute appropriate extracts of this
                  Agreement or standard form agreements which will have the sole
                  aim to have  this  Agreement  properly  recorded.  In no event
                  shall such extracts or standard form agreements prevail on any
                  and all provisions of this Agreement.
                  15.8 Neither party shall under any circumstances be liable for
                  any claim whatsoever arising of the other party hereto nor any
                  of its  customers or any other third party due to such party's
                  failure  of  or  any  delay  in  performance  of  any  of  its
                  obligations  arising in connection  with this Agreement if the
                  performance  of such  obligation is  prevented,  restricted or
                  materially  interfered with as a result of any acts, causes or
                  circumstances  beyond the reasonable  control of such party so
                  affected,  including  without  limitation acts of God, acts or
                  omissions of any other entity or person,  fire, flood,  strike
                  or labor dispute of any kind, embargo, war, riot, insurrection
                  or acts of civil or  military  authority.  15.9  -The  parties
                  agree that any and all  disputes  related to or stemming  from
                  this agreement,  its application and/or termination (including
                  post-termination  obligations)  shall be  finally  settled  by
                  Arbitration under the Rules of Conciliation and Arbitration of
                  the International  Chamber of Commerce.  The Arbitration shall
                  be held in New York by a Board of three Arbitrators  appointed
                  under the above Rules.  The language of  Arbitration  shall be
                  English.  The Arbitration award shall be final and binding and
                  any court with proper  jurisdiction shall be entitled to issue
                  a decree enforcing such decision.


                  IN WITNESS  WHEREOF,  the parties  hereto  have  signed  these
                  presents as of the date and year first above written.

                  for LOTTO S.P.A.


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

                  Ablerto Caberlotto
                  President





                  for LICENSEE


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

                  Carol Kolozs
                  President


                  To the effect of Sections  1341 and 1342 of the Italian  Civil
                  Code,  the parties  hereby  expressly  declare  that they have
                  carefully   and  entirely  read  all  content  of  Sections  2
                  (Manufacturing  and Trade  Mark  License),  3  (Manufacturing,
                  packaging and  distribution) 5  Confidentiality  6 (Trade Mark
                  and other Industrial property rights)









<PAGE>








                  7    (Manufacturing    and    Packaging    Requirements),    9
                  (Subcontractors),  10 (Consideration and Royalty), II (Minimum
                  Royalty),  14  (Term  and  Termination),   15  (Miscellaneous)
                  hereinabove and that they expressly approve the entire content
                  of the abovementioned Sections.







                  for LOTTO S.P.A.


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

                  Ablerto Caberlotto
                  President





                  for LICENSEE


                  --------------------------------
                  Carol Kolozs
                  President




<PAGE>






                                                EXHIBIT A


                                               TRADEMARKS
<TABLE>
<CAPTION>




                  Trademark                   international                    registration no.           Granting date Lotto fig.
                     <S>                          <C>                                 <C>                           <C>

                  Lotto fig.                    25(loc.39)                          251.143                       11.09.90
                  Lotto fig.                    5,910,16,18,21,25(loc.39)           393.689                       30.11.84
                  Lotto fig.                    10,25 (Ioc. 39)                     393.690                       30.11.84
                  Lotto fig.                    28                                  164.878                       5.6.95
                  Lolto+Double diamond          10,25 (loc. 53)                     379.672                       16.6.84
                  Lollo+Double diamond          25 (Ioc. 39)                        379.671                       13.7.84
                  Lotlo                         18(loc.3)                           487.299                       30.11.84
                  Double diamond dev.           25                                  164.880                       2.4.93
                  Double diamond dev.           18                                  164.881                       28.9.94
                  Double diamond dev.           28                                  164.879                       2.4.93


</TABLE>

<PAGE>






                                  EXHIBIT " B "


                                  MINIMUM SALES




               Contractual year                  Minimum Sales




                  1999                          USD 2.000.000.=




                  2000                          USD 2.200.000.=




                  2001                          USD 2.444.000.=




                  2002                          USD 2.715.000.=




                  2003                          USD 3.016.000.=




                  2004                          USD 3.351.000.=




                  2005                          USD 3.723.000.=




                  2006                          USD 4.136.000.=




                  2007                          USD 4.595.000 =




                  2008                          USD 5.1055.000.=





<PAGE>







                                   EXHIBIT "C"


                                 MINIMUM ROYALTY


                  Contractual year                                      Minimum
                  Royalty


                   1999                                                    USD
                  100.000


                   2000                                                    USD
                  110.000


                   2001                                                    USD
                  122.000


                   2002                                                    USD
                  135.000


                   2003                                                    USD
                  150.000


                   2004                                                    USD
                  167.000


                   2005                                                    USD
                  186.000


                   2006                                                    USD
                  206.000


                   2007                                                    USD
                  230.000


                   2008                                                    USD
                  255.000







<PAGE>




                                  EXHIBIT "D "


                 MINIMUM EXPEDITURE FOR ADVERTISING & PROMOTION

                 4% (four percent) of the total annual turnover









<PAGE>