Exhibit 10.48


LICENSING AGREEMENT

This Licensing Agreement (this "Agreement") is made and entered  into on
this 19 day of October, 1999 by  and between American Champion  Media Inc.,
a corporation duly organized and existing under the laws of  the state of
California, located at 1694 The Alameda Suite 100, San  Jose, California
95126 ("Licensor") Prestige Toys Corp., a corporation  duly organized and
existing under the laws of the state of New York,  located at 131 West 33rd
Street Room 606, New York, New York 10001  ("Licensee").

The Licensor is the owner of and/or has the right to license the Kanga
Roddy character and all the related characters including the television
program entitled "Adventures with Kanga Roddy" (collectively the
"Characters"), the names, symbols, likenesses, designs and other indicia
associated with the Characters, and all copyrights, including all
derivative works, and trademarks which exist in the Characters and the
names and likeness of the characters ("Properties"); and

The License desires to obtain a license to manufacture and sell certain
Products using or based upon the Properties;

        In consideration of the mutual covenants contained herein the
parties agree as follows.

1.    License To Use Properties.

(a) Grant of License. Licensor grants to licensee a non-transferable
exclusive License to all channels of retail distribution with exception to
the following categories which shall be non-exclusive, (Department Stores,
Educational Chains, Electronic Commerce, Gift  Stores) to use the
Properties in connection with the manufacture, distribution and sale of the
Products in the Territory. Except for the specific rights,which are granted
to Licensee under this Agreement, all rights in and to the Properties are
retained by Licensor.  Except to the extent set forth in paragraph 10(a)
below, Licensee shall not have the right to sublicense any of the rights
granted to it under this  Agreement.

(b)  Use of Licensed Properties.  The Licensee will: (i) use the
Properties only on Products and Advertising Materials, as defined below;
(ii) package and sell Products only in packaging approved by Licensor;
(iii) refrain from use of the Properties except under the terms of this
Agreement; (iv) notify Licensor in writing of any conflicting uses,
applications for registration or registrations of the properties or  marks
similar thereto of which it has knowledge; (v) execute any  documentation
requested by Licensor relating to the Properties; (vi)  indicate on the
Products and/or their labeling or packaging that the  Products are
manufactured by Licensee, or a manufacturer as described in  paragraph
10(a), and that such manufacture is pursuant to license from  Licensor;
(vii) comply with all of Licensor's instructions relating to  the use and
display of the properties; and (viii) not knowingly sell  Products to
parties who intend or are likely to resell them outside the  Territory.

(c)  Restriction on Use of Properties.  The properties, either in  whole or
in part, will not be shown endorsing the Licensee or products  (including
the Products) or services of Licensee or others, without the  prior written
approval of Licensor.  None of the Properties shall be  combined in any
Products or Advertising materials with any other  characters or persons.

(d)  Restrictions on Sale of Products.  Licensee shall not use or  sell the
Products as premiums, including, but not limited to, using or  selling the
Products in connection with self-liquidating programs, joint  merchandising
programs, tie-ins, giveaways, sales incentive programs,  door openers,
traffic builders, fundraisers, sweepstakes prizes and any  other
promotional programs designed to encourage the sale of the  Products or
other goods or services of the Licensee or a third party  without the prior
written approval of Licensor.

(e)  Method of Sale.  Licensee agrees that the products will be  sold,
shipped and distributed outright, not on an approval, consignment,  sale or
return basis, at a competitive price that does not exceed the  price
customarily charged the trade by Licensee.  Licensee will not be
discriminate against the Products by granting commissions or discounts  to
sales persons, dealers and/or distributors in favor of Licensee's  other
products.  Licensee further agrees that the Products will only be  sold to
retailers or to distributor for sale, shipment and distribution  to
retailers, with the understanding that the Products shall be sold to  the
public only in the manner in which merchandise of the same general
description is customarily marketed, displayed and sold. License agrees  to
offer a warranty to purchasers of the Products substantially similar  to
that offered for products competitive with Products, and in no event
shorter or less comprehensive than the warranty offered by Licensee for
other similar items produced by it.






2.    Product Quality.

(a) Quality Standards.  Licensee acknowledges that the quality of  Products
must be high in order to preserve and maintain Licensor's  reputation and
the goodwill inherent in the Properties, and agrees that  failure to adhere
to Licensor's quality ("Standards") or depicting the  Properties in a
manner which is unethical, immoral or offensive to good  taste, will impair
the value and goodwill associated with the Properties  and Licensor's
licensing program in general.  Licensee therefore agrees  that prior to the
sale of any Product, it will submit (3) samples of the  Product to Licensor
for approval, as provided in Section 3.  Once  Licensor's approval has been
obtained, Licensee agrees that it will not  deviate from the approved
samples.  Failure by Licensee to conform its  Products to the approved
samples will be considered a breach of this  Agreement and upon notice of
such, Licensee agrees that it will  immediately stop the manufacture,
distribution and sale of the  nonconforming Products.  The determination
and the judgement as to  whether the Products conform to the approved
samples shall rest solely  with Licensor.

(b) Provision of Samples.  Licensee will furnish free of charge to
Licensor twenty-four (24) samples of each Product.  Upon written  request,
Licensor may annually request an additional twelve (12) samples  of each
Product.

(c) Inspections.  Upon reasonable notice from Licensor, Licensee  shall
permit representatives of Licensor to enter Licensee's premises  and
plant(s) during normal business hours for the purpose of inspecting
Licensee's plant(s), equipment, records, operation and supplies which
relate to the manufacture, distribution and sale of the Products.

(d) Changes in Standards. Licensor shall have the right from time  to time
to change, withdraw, or supplement the Standards or its approval  of
samples previously authorized for use and sale by Licensee.  Licensee  will
have a reasonable period of time to dispose of its existing  inventory of
Products if the changes to the Standards or approved  samples result solely
from a decision made in Licensor's discretion.  In  any other event,
Licensee agrees to implement all changes immediately at  its own expense.

(e) Product Warranty.  Licensee represents and warrants that the  Product
will be of good quality in design, material and workmanship and  will be
suitable for their intended purpose; that no injuries,  detleerious, or
toxic substances will be used in or on the Products;  that the Products
will not cause harm when used in a foreseeable manner;  and that Licensee
will, at its own expense, comply with all laws and  regulations, including
those relating to the operation of Licensee's  plants, the manufacture,
sale and distribution of the Products,  including the labeling thereof and
including safety standards and  testing of the Products.


 3.    Approval Procedures.

(a) Approval of Products.  Prior to producing or offering any  Product for
sale, Licensee will submit to Agent for its review and  written approval,
three (3) identical production samples of the Product,  and the address of
the production facilities where the Product will be  produced.

(b) Approval of Advertising Materials.  With respect to all  advertising
and promotional materials and all packaging wrapping, and  labeling
materials for the Products (including, but not limited to,  catalogs, sales
shoots, package inserts, hang tags, and displays) which  make any use of or
reference to the Properties ("Advertising  Materials"), Licensee will
submit three (3) prior to the final printed  samples of the Advertising
Materials where feasible (as for example, in  the case of labels, hang
tags, printed brochures, catalogs, and the  like) to Licensor for its
review and written approval.  Advertising  Materials must be submitted with
a description of the proposed uses of  the Advertising Materials, including
the media in which the items will  run, and the duration of such proposed
uses. Approval of Advertising  Materials will extend only to proposed uses
described in Licensee's  submissions and will not be deemed approval for
other uses.

(c) Approval Standards.  Licensor and Agent shall have the right,  in their
sole discretion, to approve or disapprove any Products or  Advertising
Materials.

(d) Time for Approval.  Licensor or Agent will use reasonable  efforts to
approve or disapprove any Products or Advertising Materials  within fifteen
(15) business days after Agent's receipt thereof.   Agent's failure to
approve or disapprove within such period shall be  deemed disapproval,
unless Agent subsequently notifies Licensee of its  approval.

(e)  Artwork for Properties.  If Licensee requests Licensor to  furnish it
with any artwork or copies of material relating to the  Properties,
Licensee agrees to reimburse Licensor for its costs of  supplying such
materials to Licensee, to the extent Licensor is able to  furnish such
materials.

(f) Translations.  All translations of written material used on or  in
connection with the Products or Advertising Materials shall be  accurate.
Licensee shall pay directly all costs incurred by Licensor in  verifying the
accuracy of the translations.


4.    Sale of Products.

(a) Initial Approval and Sale. If Licensee has not begun the sale  of any
approved Product by the Initial Sale Date in every country in the
Territory. Licensor shall have the right to terminate this Agreement
immediately by giving notices of termination to Licensee in relation to
Products for which approval has not been obtained or for countries in  the
Territory where sales have not been made.

(b) Exploitation of Rights. Licensee agrees that during this Agreement, it
will diligently and continuously distribute, ship and sell all of the
Products in all countries of the Territory and that it will use its best
efforts to manufacture the Products in sufficient quantities to meet the
reasonably anticipated demand in the Territory. Licensor shall have the
right to terminate the portion(s) of this Agreement relating to any
Products and any county(s) in the Territory of Licensee, for any reason,
after the commencement of sale, shipment and distribution of Products in
such country or countries, fails for a period in excess of sixty (60) days
to continue to sell, ship and distribute such Products therein. Licensee
also agrees to advertise and promote the Products at its own expense so as
to maximize the sale of the Products in the Territory.

(c)  Sale to Licensor.  Licensee agrees to sell to Licensor, on  request,
up to one hundred (100) units of each Product at Licensee's  cost for such
Product.  No royalties will be due on sales to Licensor.


5.  Protection of the Properties.

(a)  Registrations.  Licensor shall have the right, in its sole
discretion, to file trademark, design, patent or other applications in  the
Territory, relating to the use or proposed use by Licensee of any of  the
Properties and/or to record this Agreement.  Such filings will be  made in
the name of the Licensor or in the name of any third party  selected by
Licensor.

(b)  Trademark Use For Licensor's Benefit.  All uses of the names,
symbols, designs and other works associated with the Properties
("Trademarks") by Licensee shall inure to the benefit of the Licensor,
which shall own all trademarks and trademark rights and all copyrights
created by such uses.  To the extent Licensee acquires any rights to any
of the Copyrights and Trademarks, Licensee hereby assigns and transfers  to
Licensor and agrees to execute any documentation relating to such
assignment, all trademarks and trademark rights and all copyrights  created
by such uses, together with the goodwill of the business in  connection
therewith.  Licensee agrees to use the text appearing in  conjunction with
the trademarks, and not as the generic name of the  Product.

(c)  Other Uses of Trademarks.  Licensee shall not use any of the
Trademarks in combination with any other trademark, word, symbol,  letter,
or design, or as part of its company name or in connection with  any
product other than the Products.  Further, Licensee agrees not to  adopt
any trademark, trade name, design, logo or symbol which, in  Licensor's
opinion, is similar to or likely to be confused with any of  the Trademarks.

(d)  Copyright Protection.  Licensee recognizes the importance to  Licensor
of preserving copyright protection and registrations therefor  on the
Properties and all works relating to the Properties, including  new works
and derivative works ("Copyrights"), and the importance of  securing
copyright protection for the products and Advertising Materials  which
constitute "new works" or derivative works" for copyright law  purposes,
and for all reproductions of the Properties which appear on  the Products
or in the Advertising Materials.  Therefore, Licensee's  license to
manufacture, distribute and sell products and to display  Advertising
Materials is expressly conditioned upon Licensee's agreeing  to place a
copyright notice(s) in the name(s) specified by Licensor on  all Products
and Advertising Materials.  Licensee agrees that it will  not affix to the
Products or the Advertising Materials a copyright  notice in its name or
the name of any other person, firm, or  corporation, except as requested by
Licensor.  Licensee acknowledges  that proper copyright notices must be
permanently affixed to all  products and Advertising Materials and to any
portions of products or  Advertising Materials intended to be used
separately by the ultimate  purchaser or user.  Such notices will be
sufficient in size, legibility,  form, location, and permanency to comply
with both the United States  copyright laws and also the copyright notice
requirements of the Universal Copyright Convention.

(e)  Assignment by licensee. The Licensee hereby sells, assigns,  and
transfers to Licensor its entire worldwide right, title, and  interest in
and to all "new works", derivative and/or "joint works"  heretofore or
hereafter created using all or any portion of the  Properties including,
but not limited to the Copyrights and renewal  copyrights thereon.  If
parties who are not employees of Licensee living  in the United States make
or have made any contribution to the creation  of a work, so that such
parties might be deemed to be "authors" as that  term us used in present or
future United States copyright statutes,  Licensee agrees to obtain from
such parties a full assignment of rights  so that the foregoing assignment
by Licensee shall vest in Licensor full  rights in the work, free of any
claims, interests, or rights of other  parties.  Licensee will not permit
any of its employees to obtain or  reserve any rights as "authors" of such
works and agrees to furnish  Licensor with full information concerning the
creation of new works  and/or derivative works and with copies of
assignments of rights  obtained from other parties, and to execute, without
charge, any  documents requested by Licensor for such purposes.



(f)  Notices.  The Licensee agrees to affix or to cause its  authorized
manufacturing sources to affix to both the Products and  Advertising
Materials notices in the format shown on Page 1 or as  otherwise requested
by Licensor in relation to Licensor's trademark,  copyright, patent or
other protection.  The Licensee agrees that it will  not distribute or
sell, not authorize others to distribute or sell, any  Products or
Advertising Materials which do not carry copyright and other  notices
meeting the requirements of this section.

(g)  Acknowledgement of Validity.  Licensee shall not, directly or
indirectly, in any way dispute or impugn the validity of the Trademarks,
Copyrights or Properties, or Licensor's sole ownership and right to use
and control the use of the Trademarks, Copyrights and Properties during
the term of this Agreement and thereafter.  Licensee will not do or  permit
to be done and action or thing which will in any way impair  Licensor's
rights in and to the Trademarks, Copyrights and Properties.   Licensee
acknowledges that its use of the Trademarks, Copyrights and  Properties
will not create in any right, title or interest therein and  agrees that
all use thereof will be for the benefit of Licensor.


6.  Infringements.

(a)  Infringement by Third Parties.  When Licensee learns that a  party is
making unauthorized use of the rights granted to the Licensee  hereunder,
Licensee agrees promptly to give Licensor written notice  containing full
information with respect to the actions of such party.   Licensor, entirely
at its option, will decide what, if any, action to  take.  Licensee agrees
not to make any demands or claims, bring suit,  effect any settlement, or
take any other action in relation to such  party without the prior written
consent of Licensor.  Licensee agrees to  cooperate with Licensor, at
Licensor's expense, in connection with any  action taken by Licensor to
terminate infringements.

(b)  Claims.  If a claim is made or suit is brought against  Licensor or
Licensee by a party asserting rights in the Properties, or  names or
designs similar thereto, or if either party hereto learns that  another
party has or claims rights which would or might conflict with  the proposed
or actual use of some or all of the Properties by Licensee,  Licensee
agrees either to make responsible modifications in its use of  the
Properties as requested by Licensor, or to discontinue the us eof  the
allegedly infringing part of the Properties in the country of the
Territory in question on the particular Products which are involved, if
Licensor, in its sole discretion, considers such action necessary or
desirable to resolve or settle the claim or suit to eliminate or reduce
the threat of a claim or suit by such party.  In no event shall Licensee
have the right to acknowledge the validity of such a claim, to obtain or
seek a license from such party, or to take any other action which might
impair the ability of Licensor to contest h claim.  Licensor shall have
the right to participate fully at its own expense in the defense of any
claim or suit instituted against Licensee with respect to the use of the
Properties by Licensee.


7.  Indemnification's.

(a)  Licensee's Indemnification.  Licensee agrees to indemnify and  hold
Licensor harmless, from any and all claims, liabilities,  judgements,
penalties, losses, costs, damages, and expenses resulting  therefrom,
including reasonable attorney's fees, but excluding lost  profits,
allegedly arising out of (i) any act pursuant to this Agreement  by
Licensee, its subsidiaries, manufactures, distributor, agents or
representatives, or their employees or agents; (ii) the exercise by
Licensor of its termination rights in Section 10. (b) against third
parties appointed by Licensee to manufacture or distribute the Products;
and (iii) Licensee's failure to comply with the terms hereof.  Claims
based solely upon the use of the Properties by Licensee in manner which had
been previously approved by Licensor in strict accordance with the  terms
of this Agreement are expressly excluded from Licensee's indemnity  of
Licensor.

(b)  Licensor's Indemnification.  Licensor agrees to indemnify and  hold
Licensee harmless, up to the amount of royalties paid by Licensee  to
Licensor, from any and all claims, liabilities, judgements,  penalties,
losses, costs, damages, and expenses resulting therefrom,  including
reasonable attorney's fees, but excluding lost profits, made  by third
parties asserting rights in the properties as used on Products,  when use
of the Properties by Licensee has been in strict accordance  with the terms
of this Agreement.

(c)  Claims Procedures.  With respect to the forgoing  indemnification's;
(i) each party agrees promptly to notify and keep the  other fully advised
with respect to such claims and the progress suits  in which the other
party is not participating; (ii) each party shall  have the right to
assume, at its sole expense, in any suit instituted  against it and to
approve any attorney's selected by the other party to  defend it, which
approval shall not be unreasonably withheld or delayed;  and (iv) a party
assuming the defense of a claim or suit against the  other party shall not
settle such a claim or suit without the prior or  written approval of the
other party, which shall not be unreasonably  withheld.


8.  Insurance.

(a)  Insurance Required.  The Licensee agrees during the term  hereof and
for as long as Products are offered for sale to end users, to  obtain and
maintain at its own cost from an insurance company acceptable  to Licensor,
standard Product Liability Insurance, Contractual Liability  and
Advertising Insurance, the form of which must be acceptable to  Licensor,
naming Licensor, its subsidiaries and affiliates, and their  directors,
officers, agents, employees, assignees, and successors as  additional named
insureds.

(b)  Products Liability Insurance.  Licensee's product and  contractual
liability insurance policy shall provide coverage for any  and all losses,
expenses, claims, demands, causes of action and  settlements, including
attorney's fees, allegedly arising out of any  contractual liability or any
defects in the Products or any material  used in connection therewith,
their failure to perform, or any use  thereof.  The amount of coverage
shall be a minimum of $1,000,000  combined single limit with no deductible
amount, for each single  occurrence for bodily injury and/or for property
damage or contractual  liability.

(c)  Certificate of Insurance.  Within thirty (30) days after the
execution of this Agreement, Licensee will provide a certificate to
Licensor issued by Licensee's carrier confirming that such policy has  been
issued and is in full force and effect and provides coverage as  required
by this Section 8., and also confirming that before any  cancellation,
modification, or reduction in coverage of such policy, the  insurance
company will give Licensor thirty (30) days prior written  notice thereof.
The policy (s) will include a provision that it will be  deemed primary
insurance and any insurance obtained by Licensor will be  excess insurance.
 In no event will Licensee manufacture, offer for  sale, sell, advertise,
promote, ship and/or distribute Products prior to  the receipt by Licensor
of such evidence of insurance.


9.  Royalties.

(a)  Guaranteed and Advance Royalties.  Licensee agrees to pay  Licensor a
Guaranteed Royalty, and on execution of this Agreement to pay  Licensor a
nonrefundable Advance against royalties as stated on page 1  (one) of this
agreement.  If, on expiration or termination of this  Agreement, the
Advance and Earned Royalties paid to Licensor pursuant to  subsections (a)
and (b) are less than the Guaranteed Royalty; Licensee  shall immediately
pay the difference to Licensor.  Only Earned Royalties  paid pursuant to
subsection (b) in relation to products shipped prior to  expiration or
termination of this Agreement to persons or entities in  the Territory will
be credited against the Guaranteed Royalty.  No  portion of the Advance or
Guaranteed Royalty will be refundable to  Licensee on termination or
expiration of this Agreement.

(b)  Earned Royalty.  Licensee agrees to pay Licensor the Earned  Royalty
on Net Sales of the Products.  "Net Sales" as used herein shall  mean
Licensee's total invoice price less actual returns for defensive  products
or credits given to customers for defective Products in lieu of  returns,
up to a maximum of ten percent (10%) of the Net Sales being  reported.  A
sale shall be deemed to have taken place when the Products  are shipped,
transferred or invoiced by Licensee, whichever occurs  first.  Whenever
Products are transferred in whole or in part in  transactions in which some
or all of the consideration is non-monetary,  or where the transferee is
affiliated with :Licensee, the transferee  shall be deemed to have
purchased the Products at licensee's list price  or the price quoted to
non-affiliated buyers for similar Products,  whichever is higher.

(c)  Deductions. There will be no deduction from royalties for
uncollectible amounts, taxes based on Licensee's income or sales, fees,
assessments, or other expenses of any kind which may be incurred or paid by
Licensee in connection with performance of this Agreement. It is Licensee's
sole responsibility and expense to obtain the approval of any foreign
authorities and to take whatever steps may be required to effect the
remission of funds to Licensor.

(d)  Reports.  Licensee shall provide Licensor and Agent with a  report of
transactions relating to products on which royalties have  accrued for each
calendar quarter during the term of this Agreement.   Licensee shall
forward the original report to Agent with copies of such  report to
Licensor at: American Champion Media, Inc. 1694 The Alameda,  Suite 100,
San Jose, CA  95126-2219.  Licensee shall furnish to Licensor  and Agent a
full and complete statement, duly certified by an officer of  Licensee to
be true and accurate, showing the number of each type of  product sold by
country in the Territory during the calendar quarter in  question, and the
total Gross Sales for each such Product, together with  any information
requested by Licensor.  Al amounts shall first be stated  in the currency
in which the sales were actually made with the  equivalent amount stated in
United States dollars or other currency in  which royalties are being
remitted, and the actual rate exchange  obtained by the Licensee, used in
making the conversion.  In the event  there have not been any transactions
relating to the Products during the  quarter, Licensee will provide
Licensor with a report indicating this.   Reports shall be due thirty (30)
days after the end of each calendar  quarter.  Payment for royalties which
exceed the advance, as provided in  Section 9. (a), will accompany each
report to Licensor.  All royalties  will be due and payable in US dollars,
unless otherwise specified by  Licensor.

(e)  Taxes.  If any taxes imposed by governments other than the  U.S based
on funds remitted to Licensor are required to be paid by  Licensee on
behalf of Licensor and Licensee in fact pays such taxes.   Licensee may
deduct these from the royalties due, provided that Licensee  furnishes
Licensor with documentation sufficient to enable Licensor to  receive a
credit for such taxes from the U.S government and that  Licensor is able to
claim the benefit of such credit.  Licensee agrees  to reimburse Licensor
for any taxes withheld from royalties for which  Licensor does not receive
such a credit.

(f)  Retention of Records.  During the term of this Agreement and  for two
years thereafter, Licensee shall keep full and accurate books of  account
and copies of all documents and other material relating to this  Agreement
at Licensee's principal office, which are necessary for a  ready
determination of royalty obligations due by Licensee.  The  Licensor, its
agents or representatives, shall have the right to audit  books, documents,
and other material, shall have access thereto during  ordinary business
hours, and shall be allowed to make copies of such  books, documents, and
other material.  At Licensor's request, Licensee  shall provide an employee
to assist in the examination of Licensee's  records.

(g)  Audits.  If any audit of Licensee's books and records reveals  that
License has failed properly to account and pay royalties owing to  Licensor
hereunder, and the amount of any royalties which Licensee has  failed
properly to account for and pay for any quarterly accounting  period
exceeds, by five percent (5%) or more, the royalties actually  accounted
for and paid to Licensor for such period, Licensee shall, in  addition to
paying Licensor such past due royalties, reimburse Licensor  for its
incurred in conducting the audit, together with interest on the  overdue
royalty amount at an annual rate of two percent (2%) over the  prevailing
prime interest rate fixed and published by The First National  Bank of
Chicago, Illinois in effect as of the date on which such overdue  royalty
amount should have been paid to Licensor.


10.  Agreements with Manufactures and Distributors.

(a)  Manufacturers and Distributors.  Licensee shall have the  right to
arrange with others to manufacture the products or components  thereof for
the exclusive sale, use, and distribution by Licensee, or to  serve as a
distributor for products which have been made by or for  Licensee and sold
to such distributor.  Licensee agrees to enter into  written agreements
with all manufactures and distributors and agrees to  incorporate into such
written agreements all of the provisions contained  herein which relate to
the production, distribution and sale of the  Products or are otherwise
relevant to the third party's performance as  distributor or manufacturer,
including an express agreement by the  parties that Licensor is a third
party beneficiary of the agreement.   Licensee further agrees to furnish
Licensor within thirty (30) days of  execution, copies of all agreements
with such manufactures and  distributors.

(b)  Enforcement of Agreements.  Licensee agrees strictly to  enforce its
manufactures and distributors all of the provisions in such  agreements
which protect Licensor's rights, to advise Licensor of any  violations
thereof and of corrective actions taken by the Licensee and  the results
thereof, and, at the request of Licensor, to terminate such  agreements if
any manufacturer or distributor is in violation of any  provisions
identical or similar to the obligations undertaken by  Licensee herein.  If
Licensee fails to give notice of termination to the  other party within
twenty (20) days after being requested to do so by  Licensor, Licensee
irrevocably appoints Licensor as its attorney-in-fact  to terminate the
manufacture or distributor in the name of Licensee.   Any breach by a
manufacturer or distributor appointed by Licensee will  be considered a
breach of this Agreement by Licensee.


11.  Term and Termination.

(a)  Term.  Except as otherwise provided herein, the term of this
Agreement shall be the Term set forth on page 1 of this Agreement.

(b)  Immediate Right of termination.  Licensor shall have the  right to
terminate this Agreement immediately on notice to Licensee, if  Licensee:

   (i)   breaches any of the provisions of Section 2.;

   (ii)  becomes subject to any order of any governmental  agency involving
the recall of any of the Products;

   (iii)  makes, sells,  offers for sale, distributes or uses  any Product
or item of Advertising Material without  having the prior written approval
of the Licensor or Agent, as required  by Section 3.;

   (iv)  fails to obtain approval of or offer sale products in  the
Territory, as required by Section 4. (a); or to continue to sell products
as required by Section 4.(b);

   (v)   fails to comply with Section 5. (e) or (g);

   (vi)  fails to obtain or maintain insurance as required by  Section 8.;


   (vii)  two or more times during a twelve-month period fails  to make
timely payment of royalties or fails to make timely  submission of royalty
statements as provided in Section 9.;  or

   (viii)  is unable to perform for reasons described in  Section 12. (a)
for a period in excess of sixty (60) days.

(c)  Termination on Thirty Days Notice.  If Licensee breaches any  of the
terms of this Agreement other than those specified in (a) above,  and fails
to cure the breach within thirty (30) days after receiving  written notice
thereof, this Agreement will terminate at the end of the  thirty (30) day
notice period.

(d) Bankruptcy or Insolvency.  Licensor may terminate this  Agreement if:
(i) Licensee becomes insolvent, or a petition in  bankruptcy or for
reorganization is filed by or against it, or any  insolvency proceedings
are instituted by or against it, or (ii) Licensee  makes an assignment for
the benefit of its creditors, is placed in the  hands of a receiver, or
liquidates its business.  If Licensor terminates  this Agreement under any
of the foregoing provisions, the Licensee, its  receivers, trustees, or
other representatives shall have no right to  sell, exploit, or in any way
deal with the Products, Properties or the  Advertising Materials, except
with the express written consent of  Licensor.


(e)  Effect of Termination.  Termination of this Agreement shall  be
without prejudice to any rights or claims which Licensor may  otherwise
have against Licensee.  Upon termination of this Agreement,
notwithstanding anything to the contrary herein, all royalties on sales
thereto made shall become immediately due and payable to Licensor,
including the Guaranteed Royalty set forth in Section 9.(a)

(f)  Discontinuance of Use of Trademarks.  Subject to the  provisions of
subsection 11. (g), upon the  expiration or termination of  this Agreement,
Licensee agrees immediately to discontinue manufacturing  selling,
advertising. distributing, and using the Products and  Advertising
Materials; to turn over to Licensor or to destroy any molds,  dies,
patterns, or similar items from which the Products and Advertising
Materials were made, as requested by Licensor, unless it is possible to
completely obliterate all references to Licensor and the Properties, and
to terminate all agreements with manufactures, distributors, and others
which relate to the manufacture, sale, distribution, and use of the
Products.

(g)  Disposition of Inventory Upon Expiration.  Notwithstanding  the
provisions of subsection 11. (f), if this Agreement expires in  accordance
with its terms and is not terminated for a breach by  Licensee, Licensee
shall have  the right to sell Products on hand or in  the process of
manufacture as of such expiration or termination for  a  period of ninety
(90) days immediately following expiration, subject to  payment of
royalties to Licensee on any such sales and compliance with  all the terms
of this Agreement.  The sell-off right granted to Licensee  is expressly
conditioned on Licensee's providing Licensor with an  accurate total of all
inventory of Products on hand and on  Licensor's having the right to
conduct a physical inventory in order to verify such  inventory.  In the
event Licensee fails to provide such inventory to  Licensor, and/or refuses
to permit Licensor to conduct a physical  inventory, the terms of
subsection 11. 9f) will control.  Upon  expiration of the sell-off period,
all remaining Products shall upon  Licensor's option be sold to Licensor at
Licensee's direct cost of  manufacture, excluding overhead, or Licensee
shall destroy the Products  and furnish Licensor with a sworn certificate
of destruction.


12.  General Provisions.

(a)  No Liability.  Neither party will be liable to the other for  any loss
or injury incurred or damages sustained by the other party sue  to a
failure on the part of a party to perform under this Agreement,  except
Licensee's failure to make payments to Licensor as provided  herein, if
such failure to perform is a result of war, not labor strike  or lock-out,
shortages, fire, flood, wind, storm, Act of God,  governmental control or
regulation or other similar condition beyond the  party's control.

(b)  Relationship of the Parties.  Nothing contained in this  Agreement and
no action taken by either party to this Agreement will be  deemed to
constitute any party or any of such party's employees, agents,  or
representatives to be an employee, agent or representative of any  other
party or will be deemed to create any partnership, joint venture,
association or syndication among or between any of the parties, or will  be
deemed to confer on any party any express or implied right, power or
authority to enter into any agreement or commitment, express or implied,
or to incur any obligation or liability on behalf of any other.

(c)  Final Agreement.  This Agreement sets forth the entire and  final
agreement and understanding of the parties with respect to the  matter
hereof.  Any and all prior agreements or understandings, whether  written
or oral, with respect to the subject matter of this Agreement  are
terminated.  Subject to Licensor's right to delete Products and  countries
of the Territory from this Agreement pursuant to Section 4.,  this
Agreement may not be modified or amended except by an instrument in
writing specifically referring to this Agreement and executed by the
parties hereto.

(d)  No Waiver.  No waiver, forbearance or failure by any party of  its
right to enforce any provision of this Agreement will constitute a  waiver
or estoppel of such party's right to enforce any other provision  of this
Agreement or such party's right to enforce such provision in the  future.

(e)  Remedies.  The right of or to be indemnified and held  harmless under
Section 7. will not be exclusive, but will be in addition  to any and all
other rights and remedies to which Licensor may be  entitled under this
Agreement or otherwise.

(f)  Notice.  Any notice or other communication will be and  effective only
if given in writing, evidenced by a delivery receipt, and  personally
delivered or sent by facsimile, overnight courier, or mail,  postage
prepaid to the addresses shown on page 1.  Any notice or other
communication if given personally will be effective upon the date shown  or
the delivery if given receipt.  Notices directed to Licensor will be  given
to both Agent and Licensor.

(g)  Assignment.  Licensee may not assign or otherwise transfer by
operation of law or otherwise, this Agreement to any entity without the
express written consent of Licensor and any attempt to do so will be  null
and void.  Licensor may assign or otherwise transfer this Agreement
without Licensee's consent.

(h) Governing Law.  This Agreement will be constructed and  enforced in
accordance with the laws of the State of California, USA. The parties
agree that the exclusive jurisdiction and venue of any  action between the
parties arising out of this relationship, including  disputes that may
arise following termination of this Agreement, shall  be the Superior Court
of California for the County of Santa Clara or the  United States District
court for the Northern District of California and  each of the parties
hereby submits itself to the exclusive jurisdiction  and venue of such
courts for the purpose of such an action.

(i)  Submission to Jurisdiction.   The Licensee hereby consents to  the
jurisdiction of the courts specified above and waives any objection  based
on improper venue or forum non conveniences to the court of any  proceeding
in such court and waives personal service of any and all  process upon it,
and consents that all such service of process be made  by mail directed to
it at the address set forth on page one of the  Agreement and that service
so made shall be deemed to be completed upon  the earlier of actual receipt
or three (3) days after the same shall  have been sent to Licensee by
Licensee's agent as set forth below.   Licensee irrevocably appoints Yee
and Dublin, LLP, in Los Angeles,  California with notification to Licensor
in writing, as its agent for the purpose of accepting the service of any
process within the State of  California.

(j)  Captions.  The captions in this Agreement are for convenience  only
and will not be considered a part of or be deemed to affect the
construction or interpretation of, any provision of this Agreement.

(k)  Attorney Fees.  If Licensor initiates any action to collect  monies
due to Section 9., or to obtain Licensee's compliance with the  provisions
of Section 5., Licensee will pay all of Licensor's costs,  including
attorney's fees, incurred in relation to such action.


The parties have agreed to the terms of this license contained above.

American Champion Media, Inc.                 Prestige Toy Corp.

By:     /s/ Joy Tashjian                      By:     /s/ Robert Gershin

        (signature)                                    (signature)
                                              Robert Gershin, President

Addendum to clause 10(a):

In the event that Licensor has reasons to suspect that manufacturer,
distributor or sub-licensee may be
shipping  licensed goods without the knowledge of the licensee or the
Licensor, Licensee agrees to provide
Licensor, upon Licensor's request, copies of all correspondences,
memoranda, and any other document or
record of communication between Licensee and any manufacturer,
distributor or sub-licensee.