EXHIBIT 10.30 
                            LICENSE AGREEMENT

Date:    December 13, 1996 
Re:      DISNEY'S GEORGE OF THE JUNGLE 

This License agreement ("Agreement") is entered into by and between Disney
Enterprises, Inc. ("Disney"), with a principal place of business at 500
South Buena Vista Street, Burbank, California 91521, and IMPACT, INC.
("Licensee"), with its principal place of business at 1515 N. Federal
Highway, Suite 208, Boca Raton, Florida 33432.  Disney and Licensee agree
as follows:

1.	MEANING OF TERMS 

        A.      "LICENSED MATERIAL" means the graphic representations of the
                following:

                   DISNEY'S GEORGE OF THE JUNGLE characters, but only such
                   characters and depictions of such characters as may be
                   designated by Disney; and designated still scenes from
                   the motion picture identified in Subparagraph 1.B.
                   hereafter.

        B.      "TRADEMARKS" means "Wait Disney", "Disney", the
                representations ofLicensed Material included in Subparagraph
                1.A. above, and the logo of the following motion picture:

                   DISNEY'S GEORGE OF THE JUNGLE

        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:

                (1)      Portfolios
                (2)      Binders
                (3)      Theme books
                (4)      Study kits, including pencil pouch, ruler,
                         sharpener, eraser (poly bagged)
                (5)      12" die-cut rulers
                (6)      Five (5) pack pencils
                (7)      3"x5" memo pads      
                (8)     Die-cut erasers 

        D.      "MINIMUM PER ARTICLE ROYALTY" means for each Article
                identified herein which is sold the sum indicated herein:

                         [*] 
        E.      "PRINCIPAL TERM" means the period commencing December 13,
                1996, and ending December 31, 1999.

        F.      "TERRITORY" means the United States, United States PX's
                wherever located, and United States territories and
                possessions, excluding Puerto Rico, Guam,  Commonwealth
                of Northern Mariana Islands and Palau.  However, if sales
                are made to chain stores in the United States which have
                stores in Puerto Rico, such chain stores may supply Articles
                to such stores in Puerto Rico.

        G.      "ROYALTIES" means a royalty in the amounts set forth below
                in Subparagraphs 1.G.(1)(a), (b), and (c) and Royalties shall
                be further governed by the provisions contained in
                Subparagraphs 1.G.(2)-(6):

                (1)(a)   [*] of Licensee's Net Invoiced Billings to authorized
                         Retailers and Wholesalers for Articles shipped by
                         Licensee from a location in the Territory for delivery
                         to a customer located in the Territory ("F.O.B. In
                         Sales"); or

                (b)     [*] of Licensee's Net Invoiced Billings to authorized
                        Retailers and Wholesalers when Licensee's customer l
                        ocated in the Territory takes title to the Articles
                        outside the Territory and/or bears the risk of loss
                        of Articles manufactured and shipped to the customer
                        from outside the Territory ("F.O.B. Out Sales"); or
                        
                (c)     if a Minimum Per Article Royalty has been specified
                        in Subparagraph 1.D. above, and it would result in a
                        higher royalty to be paid for the Articles, Licensee
                        agrees to pay the higher royalty amount.

__________________________________ 
*        FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT.

                (2)     The sums paid to Disney 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)     All sales of Articles shipped to a customer outside
                        the Territory  pursuant to a distribution permission
                        shall bear a Royalty at the rate for F.O.B. Out Sales.
                        However, sales of Articles to Disney's Affiliates
                        outside the Territory shall bear a Royalty at the
                        rate for F.O.B. In Sales.

                (4)     No Royalties are payable on the mere manufacture of
                        Articles.

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

                (6)     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.  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.

        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) unilaterally
                        imposed in the regular course of  business by
                        Licensee's customers, so long as Licensee documents
                        such  discounts (or credits) to Disney's satisfaction.
                        In the event a documented Impact, Inc. Disney's George
                        of the Jungle Agreement dated December 13, 1996 Page 4
                        unilateral discount (or credit) is taken with respect
                        to combined sales of Articles and other products not
                        licensed by Disney, and Licensee cannot document the
                        portion of the discount (or credit) applicable to the
                        Articles, Licensee may apply only a pro rata portion
                        of the discount (or credit) to the Articles. Unilateral
                        discounts or credits are never deductible if they
                        represent items listed below in Subparagraph 1.I.(2).

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

        J.      "ROYALTY PAYMENT PERIOD" means each calendar quarterly period
                during the Principal Term and during the sell-off period, if
                granted.

        K.      "ADVANCE" means the following sum(s) payable by the following
                date(s) as an advance on Royalties to accrue in the following
                period(s):

                        [*] payable upon Licensee's signing of this Agreement
                        for the Principal Term,

        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):

                        [*] for the Principal Term.

        M.      "SAMPLES" means twelve (12) samples of each SKU of each
                Article, from the first production run of each supplier of
                each SKU of each Article.

        N.      "PROMOTION COMMITMENT" means the following sum(s) which
                Licensee agrees to spend in the following way(s):

__________________________________ 
*        FILED SEPARATELY WITH COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT.

                Licensee hereby acknowledges Licensee's understanding that
                Disney is implementing a common marketing and promotional
                fund (the "Common Marketing Fund"), during the Principal
                Term, for purposes of marketing and promoting the Licensed
                Material and the Trademarks, as Disney may deem appropriate
                in Disney's absolute discretion.  In order to implement the
                Common Marketing Fund, Licensee shall be required, from time
                to time at Disney's request, to provide a contribution(s)
                to the Common Marketing Fund, the cumulative total of which
                shall not exceed one percent (1%) of Licensee's Net Invoiced
                Billings for Articles (such Net Invoiced Billings to be
                estimated by Disney in a reasonable manner) during the
                Principal Term, but in no event less than a cumulative total
                of one percent (1%) of the quotient of (the Guarantee divided
                by the Royalty rate for F.O.B. In Sales).  Within fifteen
                (15) days after each request by Disney, Licensee shall pay
                to Disney the amount of the contribution designated by
                Disney. Such contribution may be expended by Disney and/or
                Disney's designees in the amount and in the manner Disney
                deems most appropriate in order to market, promote, and
                advertise the Licensed Material and the Trademarks.
                Licensee's contribution shall only be spent for the
                promotion of the Licensed Material and the Trademarks
                licensed hereunder. However, Disney does not ensure that
                Licensee will benefit directly or pro-rata from the operation
                of the Common Marketing Fund.  Licensee shall not be
                entitled to any audit rights with regard to the Common
                Marketing Fund.

        O.      "MARKETING DATE" means the following date(s) by which the
                following Article(s) shall be available for purchase by the
                public at the retail outlets authorized pursuant to
                Subparagraph 2.A.:

                        By the release date of the motion picture referenced
                        in Subparagraph 1.B. (to be determined), for all
                        Articles.  When the actual release date of the motion
                        picture is determined, Licensee shall be advised of
                        such date in writing.

        P.      "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 Disney, "Affiliate" means any corporation or other
                entity which directly or indirectly controls, is controlled
                by, or is under common control with Disney.  "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.

        Q.     "LAWS" means any and all applicable laws, rules, regulations,
               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.

        R.      RETAILER" means independent and chain retail outlets which
                have storefronts and business licenses, and which customers
                walk into, not up to; "WHOLESALER" means a seller of items
                to retailers, not consumers, and includes the term
                "distributor". The following do not qualify as authorized
                sales outlets for Articles under this Agreement under any
                circumstances: swap meets, flea markets, street peddlers,
                unauthorized kiosks, and the like.

2.	RIGHTS GRANTED 
        A.      In consideration for Licensee's promise to pay and Licensee's
                payment of all Royalties, Advances and Guarantees required
                hereunder, Disney grants Licensee the non-exclusive right,
                during the Principal Term, and only within the Territory,
                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
                (other than by direct marketing methods, which includes but
                is not limited to, computer on-line selling, direct mail and
                door-to-door solicitation). Licensee will sell the Articles
                only to the following Retailers in the Territory for resale
                to the public in the Territory, or to Wholesalers in the
                Territory for resale only to the following Retailers:
                (1) mass market Retailers (including such Retailers as
                Target, Toys R Us, WalMart and KMart), (2) value-oriented
                department stores (including such Retailers as Sears,
                Mervyn's and Montgomery Ward), (3) value-oriented specialty
                stores, (4) mid-tier department stores (including such
                Retailers as J.C. Penney and Kohl's), and (5) drug chains.
                Licensee will not sell the Articles to other Retailers, or 
                to supermarkets or food chains, or to other Wholesalers.
                In addition, Licensee may not sell the Articles to Retailers
                selling merchandise on a duty-free basis, or to Wholesalers for
                resale to such Retailers, unless such Retailer or Wholesaler
                has a then-current license agreement with Disney or any of
                Disney's Affiliates permitting it to make such duty-free sales.
                Licensee may sell the Articles to authorized customers for
                resale through the pre-approved mail order catalogs listed on
                the Catalog Schedule to this Agreement. If there is a question
                as to whether a particular customer falls within any of the
                categories specified above, Disney's determination shall be
                binding.


        B.      Unless Disney consents in writing, Licensee shall not sell or
                otherwise provide Articles for use as premiums (including
                those in purchase-with purchase promotions), promotions,
                give-aways, fund-raisers, or entries in sweepstakes, or
                through unapproved direct marketing methods, including but
                not limited to, home shopping television programs, or to
                customers for inclusion in another product. If Licensee
                wishes to sell the Articles to customers for resale through
                mail order catalogs other than those listed on the Catalog
                Schedule hereto, Licensee must obtain Disney's prior written
                consent in each instance.  However, Licensee may solicit
                orders by mail from those Wholesalers or Retailers authorized
                pursuant to Subparagraph 2.A. above, and Licensee may sell
                to such authorized Retailers which sell predominantly at
                retail, but which include the Articles in their mail order
                catalogs, or otherwise sell Articles by direct marketing
                methods as well as at retail.

        C.      The prohibition of computer on-line selling referenced in
                Subparagraph 2.A. includes, but is not limited to, the
                display, promotion or offering of Articles in or on any
                on-line venues, including but not limited to, any catalog
                company's or Retailer's "Websites," "home pages," or any
                similar venues, except as specifically permitted in the
                next two sentences. With Disney's prior written permission,
                Articles approved by Disney may be displayed and promoted
                on Disney-controlled Internet services, only within the
                Territory. In addition, with Disney's prior written
                permission, Articles approved by Disney may be displayed
                and promoted on Licensee's own Website; however, Licensee
                must obtain Disney's prior written approval of all creative
                and editorial elements of such promotional uses, in
                accordance with the provisions of Paragraph 7 of this
                Agreement.

        D.      Unless Disney 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.

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

        F.      Disney further grants Licensee the right to reproduce the
                Licensed Material and to use the approved Trademarks, only
                within the Territory, during the Principal Term, on
                containers, packaging and display material for the Articles,
                and in advertising for the Articles.


        G.      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.

        H.      Licensee recognizes and acknowledges the vital importance to
                Disney of the characters and other proprietary material
                Disney owns and creates, and the association of the Disney
                name with them. In order to prevent the denigration of
                Disney's products and the value of their association with
                the Disney name, and in order to ensure the dedication of
                Licensee's best efforts to preserve and maintain that value,
                Licensee agrees that, during the Principal Term and any
                extension hereof, Licensee will not manufacture or
                distribute any merchandise embodying or bearing any artwork
                or other representation which Disney determines, in Disney's
                reasonable discretion, is confusingly similar to Disney's
                characters or other proprietary material.

        I.      Licensee's obligations under this Agreement shall be secured
                by the letter of credit which is the subject of the Revised
                Global Amendment dated December 6, 1996, between Disney and
                ERO, Inc.  In the event such Revised Global Amendment is not
                executed, then Licensee shall maintain the irrevocable letter
                of credit it currently has in place to secure payment of
                Licensee's obligations hereunder and under any other prior,
                concurrent or subsequent agreement between the parties (in
                addition to any and all separate letters of credit that may
                be in place regarding such agreement(s)). Licensee agrees to
                modify such letter of credit as necessary to ensure that it
                does not expire earlier than May 31, 2000.  In the event of
                one or more partial draws on such letter of credit, Licensee
                agrees to restore it to the original amount within fifteen
                (15) days after the partial draw(s).

3.	ADVANCE 

        A. 	Licensee agrees to pay the Advance, which shall be on account
                of Royalties to accrue during the Principal Term only, and
                only with respect to sales in the Territory; provided,
                however, that if any part of the Advance is specified
                hereinabove as applying to any period less than the Principal
                Term, such part shall be on account of Royalties to accrue
                during such lesser period only. 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 Principal Term shall not be offset against the Advance
                unless otherwise agreed in writing.Royalties accruing during
                any extension of the Principal Term or any other term shall
                be offset only against an advance paid with respect to such
                extended term.

        C.      In no event shall Royalties accruing by reason of any sales
                to Disney or any of Disney's Affiliates or by reason of sales
                outside the Territory pursuant to a distribution permission
                be offset against the Advance or any subsequent advance.

4.      GUARANTEE 
        A.      Licensee shall, with Licensee's statement for each Royalty
                Payment Period ending on a date indicated in Subparagraph
                I.L. hereof defining "Guarantee," or upon termination if the
                Agreement is terminated prior to the end of the Principal
                Term, pay Disney the amount, if any, by which cumulative
                Royalties paid with respect to sales in the Territory during
                any period or periods covered by the Guarantee provision, or
                any Guarantee provision contained in any agreement extending
                the term hereof, fall short of the amount of the Guarantee
                for such period.

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

        C.      In no event shall Royalties paid with respect to sales to
                Disney or to any of Disney's Affiliates, or with respect to
                sales outside the Territory pursuant to a distribution
                permission, apply towards the meeting of the Guarantee or
                any subsequent guarantee.

5.	PRE-PRODUCTION APPROVALS 

        A.      As early as possible, and in any case before commercial
                production of any Article, Licensee shall submit to Disney
                for Disney's review and written approval (to utilize such
                materials in preparing a pre-production sample) all concepts,
                all preliminary and proposed final artwork, and all three
                dimensional models which are to appear on or in any and all
                SKUs of the Article. Thereafter, Licensee shall submit to
                Disney for Disney's written approval a pre-production sample
                of each SKU of each Article. Disney shaH endeavor to respond
                to such requests within a reasonable time, but such approvals
                should be sought as early as possible in case of delays.
                In addition to the foregoing, as early as possible, and in
                any case no later than sixty (60) days following written
                conceptual approval, Licensee shall supply to Disney for
                Disney's use for Impact, Inc. Disney's George of the Jungle
                Agreement dated December 13, 1996 Page 10 internal purposes,
                a mock-up, prototype or pre production sample of each SKU of
                each Article on or in connection with which the Licensed
                Material is used. Licensee acknowledges that Disney may not
                approve concepts or artwork submitted near the end of the
                Principal Term. Any pre-production approval Disney may give
                will not constitute or imply a representation or belief by
                Disney that such materials comply with any applicable Laws.

        B.      Approval or disapproval shall lie solely in Disney'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, Disney may, together with other remedies
                available to Disney, 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. Any modification of any SKU of an Article,
                including, but not limited to, change of materials, color,
                design or size of the representation of Licensed Material
                must be submitted in advance for Disney's written approval
                as if it were a new SKU of an Article. Approval of any SKU
                of an Article which uses particular artwork does not imply
                approval of such artwork for use with a different Article.
                The fact that artwork has been taken from a Disney
                publication or a previously approved Article does not mean
                that its use will necessarily be approved in connection
                with an Article licensed hereunder.

        C.      If Licensee submits for approval artwork from an article or
                book manufactured or published by another licensee of Disney's
                or of any of Disney's Affiliates, Licensee must advise Disney
                in writing of the source of such artwork. If Licensee fails
                to do so, any approval which Disney may give for use by
                Licensee of such artwork may be withdrawn by giving Licensee
                written notice thereof, and Licensee may be required by Disney
                not to sell Articles using such artwork.

        D.      Licensee is responsible for the consistent quality and safety
                of the Articles and their compliance with applicable Laws.
                Disney 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 Disney in writing is
                intended to make the Article safer or more durable.

        E.      If Disney has supplied Licensee with forms for use in applying
                for approval of artwork, models, pre-production and production
                samples of Articles, Licensee shall use such forms when
                submitting anything for Disney's approval.

        F.      The Articles are subject to any third party approvals Disney
        deems necessary to obtain. Disney will act as the liaison with such
        third parties during the approval process.

6.	APPROVAL OF PRODUCTION SAMPLES 

        A.      Before shipping an Article to any customer, Licensee agrees
                to furnish to Disney, from the first production run of each
                supplier of each of the Articles, for Disney's approval of
                all aspects of the Article in question, the number of Samples
                with packaging which is hereinabove set forth, which shall
                conform to the approved artwork, three-dimensional models
                and pre-production sample. 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 lie in Disney's sole
                discretion and may, 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 Disney 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 Disney has approved a preproduction sample shall
                be deemed approved, unless within twenty (20) days of
                Disney's receipt of such production sample Disney notifies
                Licensee to the contrary. Any approval of a production
                sample attributable to Disney win not constitute or imply
                a representation or belief by Disney 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 SKUs of each Article as Disney may from
                time to time reasonably request for the purpose of comparison
                with earlier samples, or for Disney's anti-piracy efforts,
                or to test for compliance with applicable Laws, and to permit
                Disney to inspect Licensee's manufacturing operations and
                testing records (and those of Licensee's third-party
                manufacturers) for the Articles.

        C.      Licensee acknowledges that Disney may disapprove any SKU of an
                Article or a production run of any SKU of an Article because
                the quality is unacceptable to Disney, and accordingly, Disney
                recommends that Licensee submit production samples to Disney
                for approval before committing to a large original production
                run or to purchase a large shipment from a new supplier.

        D.      No modification of an approved production sample shall be
                made without Disney's further prior written approval. All SKUs
                of Articles being sold must conform in all respects to the
                approved production sample. It is understood that if in
                Disney's reasonable judgment the quality of any SKU of an
                Article originally approved has deteriorated in later
                production runs, or if the SKU has otherwise been altered,
                Disney may, in addition to other remedies available to Disney,
                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.
                Disney 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 Disney in writing is
                intended to make the Article safer or more durable.

        G.      Disney shall have the right, by written notice to Licensee,
                to require modification of any SKU of any Article approved by
                Disney  under this or any previous agreement between the
                parties pertaining to Licensed Material. Likewise, if the
                Principal Term of this Agreement is extended by mutual
                agreement, Disney shall have the fight, by written notice
                to Licensee, to require modification of any SKU of any
                Article approved by Disney under this Agreement. It is
                understood that there is no obligation upon either party
                to extend the Agreement.

        H.      If Disney 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 a
                ccept any order for any such Article until the subject SKU
                has been resubmitted to Disney with such changes and Licensee
                has received Disney's written approval of the Article as
                modified. However, Licensee may continue to distribute
                Licensee's inventory of the previously approved Articles
                until such inventory is exhausted (unless such Articles are
                dangerously defective, as determined by Disney). Upon
                Disney's request, Licensee agrees to give Disney written
                notice of the first ship date for each Article.

        I.      If Disney has inadvertently approved a concept, pre-production
                sample, or production sample of a product which is not included
                in the Articles under this agreement, or if Disney has
                inadvertently approved an Article using artwork and/or
                trademarks not included in the Agreement, such approval may be
                revoked at any time without any obligation whatsoever on
                Disney's part to Licensee. Any such product as to which
                Disney'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 

        A.      All containers, packaging, display material, promotional
                material, catalogs, and all advertising, including but not
                limited to, television advertising and press releases, for
                Articles must be submitted to Disney and receive Disney's
                written approval before use. To avoid unnecessary expense
                if changes are required, Disney's approval thereof should
                be procured when such is still in rough or storyboard format.
                Disney shall endeavor to respond to requests for approval
                within a reasonable time. Approval or disapproval shall lie
                in Disney's sole discretion, and the use of unapproved
                containers, packaging, display material, promotional material,
                catalogs or advertising is prohibited. Disney'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 Disney
                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 Disney five (5) copies thereof when they are published.

        B.      If Disney has supplied Licensee with forms for use in applying
                for approval of materials referenced in this Paragraph 7,
                Licensee shall use such forms when submitting anything for
                Disney's approval.

        C.      Disney has designed character artwork and/or a brand name
                logo(s) to be used by all licensees in connection with the
                packaging of all merchandise using the Licensed Material, and,
                if applicable, on hang tags and garment labels for such
                merchandise. Disney will supply Licensee with reproduction
                artwork thereof, and Licensee agrees to use such artwork
                and/or logo(s) on the packaging of the Articles, and, if
                applicable, on hang tags and garment labels, which Licensee
                will have printed and attached to each Article at Licensee's
                cost. Disney recommends that Licensee source the hang tags
                and garment labels from Disney's authorized manufacturer
                (if any) of pre approved hang tags and garment labels, the
                name of which will be provided to Licensee upon request.
                However, Licensee may use another manufacturer for the
                required hang tags Impact, Inc. Disney's George of the Jungle
                Agreement dated December 13, 1996 Page 14 and garment labels
                if the hang tags and garment labels manufactured are of
                equivalent quality and are approved by Disney in accordance
                with Disney's usual approval process.

8.	ARTWORK 
        Licensee shall pay Disney, within thirty (30) days of receiving an
        invoice therefor, for Style Guides and for artwork done at Licensee's
        request by Disney or third parties under contract to Disney in the
        development and creation of Articles, display, packaging or promotional
        material (including any artwork which in Disney's opinion is necessary
        to modify artwork initially prepared by Licensee and submitted to
        Disney for approval, subject to Licensee's prior written approval) at
        Disney's then prevailing commercial art rates. Estimates of artwork
        charges are available upon request. While Licensee is not obligated to
        utilize the services of Disney's Art Department, Licensee is encouraged
        to do so in order to minimize delays which may occur if outside artists
        do renditions of Licensed Material which Disney cannot approve and to
        maximize the attractiveness of the Articles. Artwork will be returned
        to Licensee by overnight courier, at Licensee's cost (unless other
        arrangements are made).

9.	PRINT, RADIO OR TV ADVERTISING 
        Licensee will obtain all approvals necessary in connection with
        print, radio or television advertising, if any, which Disney may
        authorize. Licensee represents and warrants that all advertising and
        promotional materials shall comply with all applicable Laws.
        Disney's approval of copy or storyboards for such advertising will
        not constitute or imply a representation or belief by Disney that
        such copy or storyboards comply with any applicable Laws. This
        Agreement does not grant Licensee any rights to use the Licensed
        Material in animation. Licensee may not use any animation or live
        action footage from the motion picture from which the Licensed
        Material comes without Disney's prior written approval in each
        instance. In the event Disney approves the use of film clips of
        the motion picture from which the Licensed Material comes, for use
        in a television commercial, Licensee shall be responsible for any
        re-use fees which may be applicable, including SAG payments for
        talent.  No reproduction of the film clip footage shall be made
        except for inclusion, as approved by Disney, in such commercial
        and there shall be no modifications of the film clip footage. All
        film clip footage shall be returned to Disney immediately after its
        inclusion in such commercial. Disney shall have the right to prohibit
        Licensee from advertising the Articles by means of television and/or
        billboards. Such fight shall be exercised within Disney's absolute
        discretion, including without limitation for reasons of overexposure
        of the Licensed Material.


10.     LICENSEE NAME AND ADDRESS ON ARTICLES 

        A.      Licensee's name, trade name (or Licensee's trademark which
                Licensee has advised Disney 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. On
                soft goods "permanently affixed" shall mean sewn on. RN
                numbers do not constitute a sufficient label under this
                paragraph.

        B.      Licensee shall advise Disney 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.

11.	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 (e.g., Disney's Apparel Performance Specification
                Manual, if the Articles are items of apparel), and shall
                conform to the Sample thereof approved by Disney.

        B.      Without limiting the foregoing, Licensee covenants on behalf
                of Licensee's own company, and on behalf of all of Licensee's
                third-party manufacturers and suppliers (collectively,
                "Manufacturers"), as follows:

                (1)     Licensee and the Manufacturers agree not to use child
                        labor in the manufacturing, packaging or distribution
                        of Disney merchandise, The term "child" refers to a
                        person younger than the age for completing compulsory
                        education, but in no case shall any child younger than
                        fourteen (14) years of age be employed in the
                        manufacturing, packaging or distribution of Disney
                        merchandise.

                (2)     Licensee and the Manufacturers agree to provide
                        employees with a safe and healthy workplace in
                        compliance with all applicable Laws. Licensee and
                        the Manufacturers agree to provide Disney with all
                        information Disney may request about manufacturing,
                        packaging and distribution facilities for the Articles.

                (3)     Licensee and the Manufacturers agree only to employ
                        persons whose presence is voluntary.  Licensee and
                        the Manufacturers agree not to use prison labor, or
                        to use corporal punishment or other forms of mental
                        or physical coercion as a form of discipline of
                        employees.

                (4)     Licensee and the Manufacturers agree to comply with
                        all applicable wage and hour Laws, including minimum
                        wage, overtime, and maximum hours. Licensee and the
                        Manufacturers agree to utilize fair employment
                        practices as defined by applicable Laws.

                (5)     Licensee and the Manufacturers agree not to
                        discriminate in hiring and employment practices on
                        grounds of race, religion, national origin, political
                        affiliation, sexual preference, or gender.

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

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

                (8)     Licensee and the Manufacturers agree that Disney may
                        engage in activities such as unannounced on-site
                        inspections of manufacturing, packaging and
                        distribution facilities in order to monitor
                        compliance with applicable Laws.

        C.      Both before and after Licensee puts Articles on the market,
                Licensee shall follow reasonable and proper procedures for
                testing that Articles comply with a applicable Laws, and
                shall permit Disney's designees to inspect testing,
                manufacturing and quality control records and procedures
                and to test the Articles for compliance. Licensee agrees
                to promptly reimburse Disney for the reasonable costs of
                such testing.  Licensee shall also give due consideration
                to any recommendations by Disney that Articles exceed the
                requirements of applicable Laws. Articles not manufactured,
                packaged or distributed in accordance with applicable Laws
                shall be deemed unapproved, even if previously approved by
                Disney, and shall not be shipped unless and until they have
                been brought into full compliance therewith.
      
12.	DISNEY OWNERSHIP OF ALL 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 Disney or its licensor. Licensee shall neither acquire
        nor assert copyright ownership or any other proprietary rights in
        Licensed Material or in any derivation, adaptation, variation or
        name thereof Without limiting the foregoing, Licensee hereby assigns
        to Disney an Licensee's worldwide right, title and interest in the
        Licensed Material and in any material objects consisting of or
        incorporating drawings, paintings, animation cels, or sculptures
        of Licensed Material, or other derivations, adaptations, computations,
        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 12, 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 Disney. 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 do not violate the
        rights of any other person or entity; this covenant regarding
        originality shall not extend to any materials Disney supplies to
        Licensee, but does apply to all materials Licensee or Licensee's
        third party contractors may add thereto. The foregoing assignment
        to Disney 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.

13.	COPYRIGHT NOTICE 

        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 copyright notice in Disney's name (e.g.,
        "(C) Disney"), and in the name of Jay Ward Productions, Inc. (e.g.,
        "Animated characters (C)Jay Ward Productions, Inc."), or such other
        notice as Disney specifies to Licensee in writing. Licensee will
        comply with such instructions as to form, location and content of
        the notice as Disney may give from time to time. Licensee will not,
        without Disney's prior written consent, affix to any Article or any
        other matter containing Licensed Material a copyright notice in any
        other name. If through inadvertence or otherwise a copyright 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
        Disney the copyright represented by any such copyright notice in
        Licensee's name and, upon request, cause the execution and delivery
        to Disney of whatever documents are necessary to convey to Disney
        that copyright represented by any such copyright notice. If by
        inadvertence a proper 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 a such Articles or other matter in process of manufacture
        or in distribution. Licensee agrees to advise Disney 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.

14.	NON-ASSOCIATION OF OTHER FANCIFUL CHARACTERS WITH LICENSED MATERIAL 
        To preserve Disney's identification with Disney's characters and to
        avoid confusion of the public, Licensee agrees not to associate other
        characters or licensed properties with the Licensed Material or the
        Trademarks either on the Articles or in their packaging, or, without
        Disney's written permission, on advertising, promotional or display
        materials. If Licensee wishes to use a character which constitutes
        Licensee's trademark on the Articles or their packaging, or otherwise
        in connection with the Articles, Licensee agrees to obtain Disney's
        prior written permission.

15.	ACTIVE MARKETING OF ARTICLES 
        Licensee agrees to manufacture (or have manufactured for Licensee)
        and offer for sale all the Articles and to exercise the rights
        granted herein. Licensee agrees that by the Marketing Date
        applicable to a particular Article or, if such a date is not
        specified in Subparagraph 1.0., by six (6) months from the
        commencement of the Principal Term 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, Disney may either invoke Disney's remedies under
        Paragraph 28, 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.

16.	PROMOTION COMMITMENT 
        Licensee agrees to carry out the Promotion Commitment, if any, as
        defined in Subparagraph 1.N.



17.	TRADEMARK RIGHTS AND OBLIGATIONS 

        A.      All uses of the Trademarks by Licensee hereunder shall inure
                to Disney's benefit. Licensee acknowledges that Disney 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 Disney 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 Disney such documents as Disney requires to register
                Licensee as a Registered User or Permitted User of the
                Trademarks or such trademarks and to follow Disney'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 Disney 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 Disney any rights to,
                and Disney 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 Disney or its licensor.

18.	REGISTRATIONS 

        Except with Disney'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 Disney or any of
        Disney's Affiliates. In the event of breach of the foregoing, Licensee
        agrees, at Licensee's expense and at Disney's request, immediately
        to terminate the unauthorized registration activity and promptly to
        execute and deliver, or cause to be delivered, to Disney such
        assignments and other documents as Disney may require to transfer to
        Disney all rights to the registrations, patents or applications
        involved.

19.	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 Disney 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 Disney may have, Licensee
                agrees that all revenues from any use thereof on products
                other than the Articles (unless authorized by Disney in
                writing), and all revenues from the use of any other
                copyrighted material of Disney's or its licensor's without
                written authorization, shall be immediately payable to Disney.

        B.      Licensee agrees to give Disney prompt written notice of any
                unlicensed use by third parties of Licensed Material or
                Trademarks, and that Licensee will not, without Disney's
                written consent, bring or cause to be brought any criminal
                prosecution, lawsuit or administrative action for infringement,
                interference with or violation of any fights 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 Disney, and, if necessary, to be
                named by Disney 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
                Disney, 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,
                Disney agrees to reimburse Licensee for reasonable expenses
                incurred at Disney's request, including reasonable attorney's
                fees if Disney has requested Licensee to retain separate
                counsel.

20.	STATEMENTS AND PAYMENTS OF ROYALTIES 

        A.      Licensee agrees to furnish to Disney by the 30th day after
                each Royalty Payment Period full and accurate statements on
                statement forms Disney 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 %kill pay Disney all
                Royalties due on billings shown by such statements. To the
                extent that any Royalties are not paid, Licensee authorizes
                Disney to offset Royalties due against any sums which Disney
                or any of Disney's Affiliates may owe to Licensee or any of
                Licensee's Affiliates. No deduction or withholding from
                Royalties payable to Disney 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.      The statement forms Disney designates for Licensee's use may
                be changed from time to time, and Licensee agrees to use the
                most current form Disney provides to Licensee. Licensee
                agrees to fully comply with all instructions supplied by
                Disney for completing such forms.

        C.      In addition to the other information requested by the
                statement forms, Licensee's statement shall with respect
                to all Articles report separately:

                (1)     F.O.B. In Sales; 
                (2)     F.O.B. Out Sales, 
                (3)     if licensed hereunder, sales of Articles using
                        Licensed Material consisting of animated characters
                        (separately reported by SKU and character);

                (4)     if licensed hereunder, sales of Articles using
                        Licensed Material consisting of live action characters
                        from the motion picture referenced in Subparagraph 1.B.
                        (separately reported by SKU and character);

                (5)     sales of Articles outside the Territory pursuant to a
                        distribution permission (indicating the country
                        involved);

                (6)     Licensee's sales of Articles to any of Disney's
                        licensees or Disney's Affiliates' licensees who are
                        licensed to sell the Articles, and who are reselling
                        such Articles and paying Disney royalties on such
                        resales;
                             
                (7)     sales of Articles to Disney or any of Disney's
                        Affiliates;

                (8)     sales of Articles to Licensee's or Disney's employees;

                (9)     sales of Articles under any brand or program
                        identified in Subparagraph 1.B. hereinabove,

                (10)    sales of Articles to or for distribution through any
                        mail order catalogs approved under this Agreement.

        D.      Sales of items licensed under contracts with Disney other
                than this Agreement shall not be reported on the same
                statement as sales of Articles under this Agreement.

        E.      Licensee's statements and payments, including all Royalties,
                shall be delivered to Wachovia South Metro Center, DEI
                Account,P.O. Box 101947, Atlanta, Georgia 30392. A copy of
                each statement must be sent to Disney at 500 South Buena Vista
                Street, Burbank, California 91521-6771, to the attention of the
                Contract Administrator, Consumer Products Division. If Licensee
                wishes to send statements and payments by overnight courier,
                please use the following address: Wachovia South Metro Center,
                DEI Account, 3585 Atlanta Avenue, Hapeville, GA 30354,
                Attention Peggy Morris, Reference Lock box 101947. However,
                Advances should be mailed directly to Disney at 500 South Buena
                Vista Street, Burbank, California 91521-6771, to the attention
                of the Contract Administrator or Legal Department, Consumer
                Products Division.

21.	CONFIDENTIALITY 

        Licensee represents and warrants that Licensee did not disclose to
        any third party the prospect of a license from Disney, and that
        Licensee did not trade on the prospect of a license from Disney,
        prior to full execution of this Agreement. 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 Disney'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.

22.	INTEREST 

        Royalties or any other payments due to Disney 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 and any prior agreement with
                Disney 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.

       B.      Disney, or Disney's representatives, shall have the right
               from time to time, during Licensee's normal business hours,
               but only for the purpose of confirming Licensee's performance
               hereunder, to examine and make extracts from all such records,
               including the general ledger, invoices and any other records
               which Disney reasonably deems appropriate to verify the
               accuracy of Licensee's statements or Licensee's performance
               hereunder, including records of Licensee's Affiliates if they
               are involved in activities which are the subject of this
               Agreement. In particular, Licensee's invoices shall identify
               the Articles separately from goods which are not licensed
               hereunder. Licensee acknowledges that Disney may furnish
               Licensee with an audit questionnaire, and Licensee agrees to
               fully and accurately complete such questionnaire, and return
               it to Disney within the designated time. Disney's use of an
               audit questionnaire shall not limit Disney's ability to
               conduct any on-site audit(s) as provided above.

         C.      If in an audit of Licensee's records it is determined that
                 there is a short fall of five percent (5%) or more in
                 Royalties reported for any Royalty Payment Period, Licensee
                 shall upon request from Disney reimburse Disney for the full
                 out-of-pocket costs of the audit, including the costs of
                 employee auditors calculated at $60 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, Disney will assume that the
                Royalties owed to Disney for such Royalty Payment Period(s)
                are equal to a reasonable amount, determined in Disney's
                absolute discretion, which may be up to but will not exceed
                the highest Royalties owed to Disney in a Royalty Payment P
                eriod for which Licensee has kept adequate records; if
                Licensee has failed to keep adequate records for any Royalty
                Payment Period, Disney will assume a reasonable amount of
                Royalties which Licensee will owe to Disney, based on the
                records Licensee has kept and other reasonable assumptions
                Disney deems appropriate.

24.	MANUFACTURE OF ARTICLES BY THIRD PARTY MANUFACTURERS 

        A.      If Licensee at any time desires to have Articles or components
                thereof containing Licensed Material manufactured by a third
                party, whether the third party is located within or outside
                the United States, Licensee must, as a condition to the
                continuation of this Agreement, notify Disney of the name and
                address of such manufacturer and the Articles or components
                involved and obtain Disney's prior written permission to do so.
                If Disney is prepared to grant permission, Disney will do so
                if Licensee and each of Licensee's manufacturers and any
                submanufacturers sign a Consent/Manufacturer's Agreement in
                a form which Disney will furnish to Licensee and Disney
                receives all such agreements properly signed.

        (A SAMPLE OF SAID AGREEMENT FORM IS AVAILABLE ON REQUEST) 

        B.      It is not Disney's policy to reveal the names of Licensee's
                suppliers to third parties or to any Disney division involved
                with buying products, except as may be necessary to enforce
                Disney's contract fights or protect Disney's trademarks and
                copyrights.

        C.      If any such manufacturer utilizes Licensed Material or
                Trademarks for any unauthorized purpose, Licensee shall
                cooperate fully in bringing such utilization to an immediate
                halt. If, by reason of Licensee's not having supplied the
                above mentioned agreements to Disney or not having given
                Disney the name of any supplier, Disney makes any
                representation or takes any action and is thereby subjected
                to any penalty or expense, Licensee will fully compensate
                Disney for any cost or loss Disney sustains (in addition to
                any other legal or equitable remedies available to Disney.

25.	INDEMNITY 

        A.      Licensee shall indemnify Disney 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 Sample approved by Disney) 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
                contained in this Agreement, or (6) failure of the Articles
                or by Licensee to comply with applicable Laws. The parties
                indemnified hereunder shall include Disney Enterprises, Inc.,
                its licensor, and its and their parent, Affiliates and
                successors, and its and their officers, directors, employees
                and agents. The indemnity shall not apply to any claim or
                liability relating to any infringement of the copyright of
                a third party caused by Licensee's utilization of the Licensed
                Material and the Trademarks 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 12.

        B.      Disney shall indemnify Licensee during and after the term
                hereof against all claims, demands, suits, judgments, losses,
                liabilities (including settlements entered into in good faith
                with Disney's consent, not to be unreasonably withheld) and
                expenses of any nature (including reasonable attorneys' fees)
                arising out of any claim that Licensee's use of any
                representation of the Licensed Material or the Trademarks
                approved in accordance with the provisions of this Agreement
                infringes the copyright of any third party or infringes any
                right granted by Disney to such third party, except for claims
                arising out of Licensee's failure to obtain the full assignment
                of rights referenced in Paragraph 12. ~Licensee shall not, in
                any case, be entitled to recover for lost profits.

        C.      Additionally, if by reason of any claims referred to in
                Subparagraph 25.B., Licensee is precluded from selling any
                stock of Articles or utilizing any materials in Licensee's
                possession or which come into Licensee's possession by reason
                of any required recall, Disney shall be obligated to purchase
                such Articles and materials from Licensee at their out-of-
                pocket cost to Licensee, excluding overheads, but Disney
                shall have no other responsibility or liability with respect
                to such Articles or materials.

        D.      Disney gives no warranty or indemnity with respect to any
                liability or expense arising from any claim that use of the
                Licensed Material or the Trademarks on or in connection with
                the Articles hereunder or any packaging, advertising or
                promotional material infringes on any trademark right of any
                third party or otherwise constitutes unfair competition by
                reason of any prior rights acquired by such third party,
                other than rights acquired from Disney. It is expressly
                agreed that it is Licensee's responsibility to carry out such
                investigations as Licensee may deem appropriate to establish
                that Articles, packaging, and promotional and advertising
                material which are manufactured or created hereunder,
                including any use made of the Licensed Material and the
                Trademarks therewith, do not infringe such right of any
                third party, and Disney shall not be liable to Licensee if
                such infringement occurs.

        E.      Licensee and Disney agree to give each other prompt written
                notice of any claim or suit which may arise under the
                indemnity provisions set forth above. Without limiting the
                foregoing, Licensee agrees to give Disney written notice of
                any product liability claim made or suit filed with respect
                to any Article, any investigations or directives regarding
                the Articles issued by the Consumer Product Safety Commission
                ("CPSC") or other federal, state or local consumer safety a
                gency, and any notices sent by Licensee to, or received by
                Licensee from, the CPSC or other consumer safety agency
                regarding the Articles within seven (7) days of Licensee's
                receipt or promulgation of the claim, suit, investigation,
                directive, or notice.

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 and personal injury liability (including bodily injury and
        death), waiving subrogation, with minimum limits of no less than two
        million dollars (US $2,000,000.00) 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 insurance shall be primary and not contributory.
        Licensee shall deliver to Disney a certificate or certificates of
        insurance evidencing satisfactory coverage and indicating that Disney
        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 a 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 Disney amounts which Licensee would
        otherwise pay Disney.

27.	WITHDRAWAL OF LICENSED MATERIAL 
        Licensee agrees that Disney 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 Principal Term or the date of
        any applicable amendment, is not being used on or in connection with
        the Articles. Disney 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,
        other than rights granted by Disney, in which case Disney's
        obligations to Licensee shall be limited to the purchase at cost of
        Articles and other materials utilizing such withdrawn Licensed
        Material which cannot be sold or used. 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 Principal Term,
        or the number of Articles remaining under the Agreement, at the date
        of withdrawal.

28.	TERMINATION 

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

        A.      Disney shall have the right at any time to terminate this
                Agreement by giving Licensee written notice thereof, if
                Licensee fails to manufacture, sell and distribute the
                Articles, or to furnish statements and pay Royalties as
                herein provided, or if Licensee otherwise breaches the terms
                of this Agreement, and if any such failure is not corrected
                within fifteen (15) days after Disney sends Licensee written
                notice thereof.

        B.      Disney 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 Disney'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 Disney
                other than Articles listed herein and approved in accordance
                with the provisions hereof,

        (2)     if Licensee delivers Articles outside the Territory or
                knowingly sells Articles to a third party for delivery outside
                the Territory, unless pursuant to a written distribution
                permission or separate written license agreement with Disney
                or any of Disney's Affiliates;
    
        (3)     if a breach occurs which is of the same nature, and which
                violates the same provision of this Agreement, as a breach of
                which Disney has previously given Licensee written notice;

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

        (5)     if Licensee shall make any assignment for the benefit of
                creditors, 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;

        (6)     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 Disney with assurance satisfactory to
                Disney 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 Disney with assurance
                satisfactory to Disney that Licensee will meet such
                obligations; and/or

        (7)     if Licensee breaches any covenant set forth in Paragraph 11
                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 Disney,
                any unpaid portion of the Guarantee shall be immediately due
                and payable, and Disney shall be entitled to retain all
                Royalties and other things of value paid or delivered to
                Disney. Licensee agrees that the Articles shall be
                manufactured during the Principal 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 Principal 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 Disney any and
                all artwork (including Style Guides, animation cels and
                drawings) which may have been used or created by Licensee in
                connection with this Agreement, that Licensee ,will at
                Disney's option either sell to Disney at cost or destroy or
                efface any molds, plates and other items used to reproduce
                Licensed Material or Trademarks, 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
                copyright infringement.

        B.      If Licensee has any unsold Articles in inventory on the
                expiration or termination date, Licensee shall provide
                Disney with a full statement of the kinds and numbers of
                such unsold Articles. If such statement has been provided to
                Disney and if Licensee has fully complied with the terms of
                this Agreement, including the payment of all Royalties due
                and the Guarantee, upon notice from Disney 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 Disney statements
                covering such sales and pay Disney Royalties in respect of
                such sales. Such Royalties shall not be applied against the
                Advance or towards meeting the Guarantee.  If the sell-off
                period is extended by Disney to a date which is not a quarter
                end month, Licensee's statement and Royalties for such sell-
                off period shall be due thirty (30) days after the last day
                of the sell-off period.


        C.      In recognition of Disney's interest in maintaining a stable
                and viable market for the Articles during and after the
                Principal Term and any sell-off period, 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.      Except as otherwise agreed by Disney in writing, any inventory
                of Articles in Licensee's possession or control after the
                expiration or termination hereof and of any sell-off period
                granted hereunder shall be destroyed, or all Licensed Material
                and Trademarks removed or obliterated therefrom.

        E.      If Disney supplies Licensee with forms regarding compliance
                with this Paragraph 29, Licensee agrees to complete, execute
                and return such forms to Disney expeditiously.

        F.      Notwithstanding any provision to the contrary, in the case of
                termination under Paragraph 28.B. (5) or (6), in order to
                protect the value of the Articles and to avoid any
                disparagement of the Articles which could occur as a result
                of the circumstances of termination, Disney shall have the
                option, in Disney's absolute discretion, to purchase any
                or all unsold Articles in Licensee's inventory on the
                termination date at 20% over Licensee's cost of goods for
                such Articles (not including overhead).

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 DISNEY 

        If Disney wishes to purchase Articles, Licensee agrees to sell such
        Articles to Disney or any of Disney's Affiliates at as low a price 
        as Licensee charges for similar quantities sold to Licensee's regular
        customers and to pay Disney 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 without
                Disney's prior written consent, to be granted or withheld in
                Disney'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. "Transfer" within the
                meaning of this Paragraph 32 shall include any merger or
                consolidation involving Licensee or any directly or
                indirectly controlling Affiliate(s) of Licensee ("Controlling
                Affiliate"), any sale or transfer of all or substantially all
                of Licensee's or its Controlling Affiliate(s)' assets; any
                transfer of Licensee's rights hereunder to a division,
                business segment or other entity different from the one
                specifically referenced on page I hereof (or any sale or
                attempted sale of Articles under a trademark or trade name of
                such division, business segment or other entity); any public
                offering, or series of public offerings, whereby a cumulative
                total of thirty-three and one-third percent (33-1/3%) or more
                of the voting stock of Licensee or its Controlling Affiliate(s)
                is offered for purchase, and any acquisition or series of
                acquisitions, by any person or entity, or group of related
                persons or entities, of a cumulative total of thirty-three
                and one-third percent (33-1/3%) or more of the voting stock
                of Licensee or its Controlling Affiliate(s), or the right to
                vote such percentage (or, if Licensee is a partnership,
                resulting in the transfer of thirty-three and one-third
                percent (33-1/3%) or more of the profit and loss participation
                in Licensee, or the occurrence of any of the foregoing with
                respect to any general partner of Licensee).

        B.      Licensee agrees to provide Disney with at least two (2) weeks
                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
                Disney with the information and documentation necessary to
                evaluate the contemplated transaction. Disney'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 Disney deems appropriate, including but not
                limited to, payment of a transfer fee. The amount of the
                transfer fee shall be determined by Disney based upon the
                circumstances of the particular assignment or transfer, taking
                into account such factors as the estimated value of the
                license being assigned or otherwise transferred, the risk of
                business interruption or loss of quality, production or
                control Disney may suffer as a result of the assignment or
                other transfer; the identity, reputation, creditworthiness,
                financial condition and business capabilities of the proposed
                assignee or transferee; and Disney's internal costs related
                to the assignment or other transfer, provided, however, in no
                event shall the transfer fee be less than $100,000,00. The
                foregoing transfer fee shall not apply if this Agreement is
                assigned to one of Licensee's Affiliates as part of a
                corporate reorganization exclusively among some or all of the
                entities existing in Licensee's corporate structure when this
                Agreement is signed; provided, however, that Licensee must
                give Disney written notice of such assignment and a
                description of the reorganization. The provisions of this
                Subparagraph 32.B. shall supersede any conflicting provisions
                on this subject in any merchandise license agreement
                previously entered into between the parties for this Territory.


        C.      Notwithstanding Subparagraph's 32.A. and B., Licensee may,
                upon written notice to Disney, unless Disney has objected
                within thirty (30) days of receipt of such notice, sublicense
                Licensee's rights hereunder to Licensee's Affiliates.
                Licensee hereby irrevocably and unconditionally guarantees
                that they will observe and perform all of Licensee's
                obligations hereunder, including, without limitation, the
                provisions governing approvals, and compliance with approved
                samples, applicable Laws, and all other provisions hereof,
                and that they will otherwise adhere strictly to all of the
                terms hereof and act in accordance with Licensee's obligations
                hereunder. Any involvement of an Affiliate in the activities
                which are the subject of this Agreement shall be deemed
                carried on pursuant to such a sublicense and thus covered by
                such guarantee; however such involvement may be treated by
                Disney as a breach of this Agreement, unless Licensee has
                notified Disney of Licensee's intent to sublicense an
                Affiliate in each instance, and Disney has failed to object
                within thirty (30) days of receipt of such notice.

33.	RELATIONSHIP 

        This Agreement does not provide for a joint venture, partnership,
        agency 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 1 of this Agreement, 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 mail. Such notice shall be deemed
        served upon personal delivery or upon the date of mailing; provided,
        however, that Disney shall be deemed to have been served with a
        notice of a request for approval of materials under this Agreement
        only upon Disney's actual receipt of the request and of any required
        accompanying materials. Any notice sent to Disney hereunder shall be
        sent to the attention of "Vice President, Licensing", unless Disney
        advises Licensee in writing otherwise.


37.	MUSIC 

        Music is not licensed hereunder. Any charges, fees or royalties
        payable for music rights or any other tights not covered by this
        Agreement shall be additional to the Royalties and covered by separate
        agreement.

38.	PREVIOUS AGREEMENTS 

        This Agreement, and any confidentiality agreement Licensee may have
        signed pertaining to any of the Licensed Material, 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.

39.	CHOICE OF LAW AND FORUM 

        This Agreement shall be deemed to be entered into in California and
        shall be governed and interpreted according to the laws of the State
        of California. Any legal actions pertaining to this Agreement shall
        be commenced within the State of California and within either Los
        Angeles or Orange Counties.

40.	EQUITABLE RELIEF 

        Licensee acknowledges that Disney will have no adequate remedy at 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 Disney, Disney shall have the
        right 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
        Disney posting any bond.

41.	GOODWILL 

        Licensee acknowledges that the rights and powers retained by Disney
        hereunder are necessary to protect Disney's or its licensor's
        copyrights and property rights, and, specifically, to conserve
        Disney's and its licensor's goodwill and good name, and the name
        "Disney", 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.
 
 

42.	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.

43.	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, payment of Royalties, and
        Paragraph 29, shall survive termination, cancellation or expiration
        of this Agreement.

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

AGREED: 
DISNEY ENTERPRISES, INC. 
By: /s/ [ILLEGIBLE] ------------------------------------------------

Title: ---------------------------------------------

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

IMPACT, INC. 
By: /s/ [ILLEGIBLE] ------------------------------------------------

Title: ---------------------------------------------

                                 CATALOG SCHEDULE
                        (LIST OF PRE-APPROVED CATALOGS)

                                   STATIONERY

                                      MASS

                            Currents
                            Fingerhut
                            Lillian Vernon
                            The Right Start
                            Troll Learn and Play
                            Viewers Edge

This Catalog Schedule is subject to change, Disney reserves the right to add
catalogs to or delete catalogs from the Catalog Schedule without prior
notice to Licensee. Licensee agrees to cease selling Articles to a deleted
catalog within sixty (60) days after written notice of the deletion. Disney
will consider new catalogs requested by Licensee on a case-by-case basis,

 
                           SCHEDULE OF DISNEY LICENSES

The license agreement to which this schedule is attached has been filed as a
specimen of all Disney license agreements to which Hedstrom Corporation and
its subsidiaries are parties.  It has been filed as a specimen because it is
substantially similar in all material respects to each of the Disney license
agreements listed below, except, perhaps, with respect to the information
that has been redacted from the specimen and filed with the Securities and
Exchange Commission pursuant to a request for confidential treatment under
Rule 406 under the Securities Act of 1933, as amended.

LICENSOR        PROPERTY                 LICENSEE         TERM       TERRITORY

Disney          Mickey's Stuff for Kids   Amav          12/31/99        US

Disney          Mickey's Stuff for Kids   Amav          12/31/99      Canada

Disney          101 Dalmatians/Live       ERO           12/31/99        US
                Action #57

Disney          101 Dalmatians/Live       ERO           12/31/99        US
                Action #56

Disney          Hercules                  ERO           12/31/99        US

Disney          Little Mermaid #65        ERO           12/31/99        US

Disney          Mickey's Stuff for        ERO           12/31/99        US
                Kids/Babies

Disney          Mulan                     ERO           12/31/99        US

Disney          Toy Story                 ERO           12/31/99        US

Disney          Winnie The Pooh           ERO           12/31/99        US

Disney          101 Dalmatians/Live       ERO            6/30/98      Carribean
                Action

Disney          Standard Characters,      ERO            4/30/98      Carribean
                Winnie the Pooh, Little
                Mermaid, Hercules, 101
                Dalmatians/Live Action

Disney          Standard Characters,      ERO            3/31/98      Central
                Winnie the Pooh, Little                               America
                Mermaid, Hercules, 101
                Dalmatians/Live Action

Disney          Dalmatians, Hercules,      ERO            4/30/98      Mexico  
                Standard Characters,
                Winnie the Pooh

Disney          Standard Characters,      ERO            3/31/98      Central
                Winnie the Pooh, Little                               America
                Mermaid, Hercules, 101
                Dalmatians Animated, 
                Toy Story


     

LICENSOR        PROPERTY                 LICENSEE         TERM       TERRITORY

Disney          101 Dalmatians/          ERO-Canada     12/31/98      Canada
                Live Action

Disney          Hercules                 ERO-Canada     12/31/99      Canada

Disney          101 Dalmatians/          ERO-Canada     12/31/99      Canada
                Live Action

Disney          Little Mermaid           ERO-Canada      8/30/99      Canada

Disney          Mickey's Stuff for Kids  ERO-Canada     12/31/99      Canada

Disney          Toy Story                ERO-Canada     12/31/99      Canada

Disney          Mickey for Kids          Hedstrom       12/31/99        US

Disney          Hercules                 Hedstrom       12/31/98        US

Disney          The Little Mermaid       Hedstrom       11/30/98        US

Disney          Mulan                    Hedstrom       12/31/99        US

Disney          Simba's Pride            Hedstrom       12/31/99        US

Disney          A Bug's Life             Hedstrom       12/31/99        US

Disney          101 Dalmatians/Live      Impact          6/30/99        US
                Action 


LICENSOR        PROPERTY                 LICENSEE         TERM       TERRITORY

Disney          George of the Jungle     Impact         12/31/99        US

Disney          Brand Spanking New Doug  Impact         12/31/99        US

Disney          Hercules                 Impact         12/31/99        US

Disney          Hercules                 Impact         12/31/99      Canada

Disney          Hunchback of Notre Dame  Impact         12/31/98        US

Disney          Little Mermaid           Impact         12/31/99        US

Disney          Little Mermaid           Impact         12/31/99      Canada

Disney          Mickey's Stuff for Kids  Impact         12/31/98        US
Disney          Mickey's Stuff for Kids  Impact         12/31/98        US
Disney          Mighty Ducks             Impact          6/30/98        US
Disney          Mighty Ducks             Impact          6/30/98      Canada
Disney          Mulan                    Impact         12/31/99        US
Disney          Toy Story                Impact         12/31/99        US
Disney          Winnie The Pooh          Impact         12/31/99        US
Disney          Winnie The Pooh          Impact         12/31/99      Canada
Disney          101 Dalmatians/          Priss          12/31/99      Canada
                Live Action
Disney          Cinderella               Priss          12/31/99      Canada
Disney          Disney Babies            Priss          12/31/99        US
Disney          Hercules                 Priss          12/31/99        US

LICENSOR        PROPERTY               LICENSEE          TERM      TERRITORY   
Disney          Hercules                 Priss          12/31/99      Canada
Disney          Lion King                Priss          12/31/97      Canada
Disney          Little Mermaid           Priss          12/31/99      Canada
Disney          Little Mermaid           Priss          12/31/99        US
Disney          Mickey's Stuff for Kids  Priss          12/31/99        US
Disney          Mickey's Stuff for       Priss          12/31/99      Canada
                Kids/Disney Babies
Disney          Toy Story                Priss          12/31/99        US
Disney          Winnie the Pooh          Priss          12/31/99        US
Disney          Winnie the Pooh          Priss          12/31/98      Canada
Disney          101 Dalmations/Live      Priss          12/31/98        US
                Action

Disney          Dalmatians, Disney       Priss           2/28/98      Brazil  
                Babies, Hercules,
                Hunchback, Lion King,
                Little Mermadid,
                Standard Characters,
                Toy Story