National Football League Properties, Inc.
                     410 Park Avenue, New York, New York 10022
                     Area Code (212) 838-0660 FAX (212) 758-4239

                           LICENSING AGREEMENT TERM SHEET

Licensee:       Fotoball USA, Inc.          Date:      August 12, 1996
Address:        3738 Ruffin Rd.             No.:       657-149-7961
                San Diego, CA 92123


The following terms are made part of and are subject to all definitions,
terms and conditions set forth in License No. R02327:

MARKETING PROGRAM:	NFL Collectibles/Play Football

TERM:                   April 1, 1996 - March 31, 1998

TERRITORY:              The United States

LICENSED PRODUCTS:	COLLECTIBLE TEAM-IDENTIFIED MINIATURE FOOTBALLS, NFL
                        QUARTERBACK CLUB MINIATURE FOOTBALL, 
                        COLLECTIBLE PLAYER IDENTIFIED MINIATURE FOOTBALL

FISCAL YEAR                   LICENSED PRODUCT                         ROYALTY %
-----------                   ----------------                        ----------
YEAR 1 04/01/96-03/31/97    P05639/P102     TEAM LOGO FOOTBALLS          9.00
                            P08002/J100     QBC MINIATURE FOOTBALLS      8.00
                            P0920/J100      PLAYER PICTURED FOOTBALLS    9.00

YEAR II 04/01/97-03/31/98   P05639/P102     TEAM LOGO FOOTBALLS          9.00
                            P08002/J100     QBC MINIATURE FOOTBALLS      8.00
                            P0920/1J100     PLAYER PICTURED FOOTBALLS    9.00

FISCAL YEAR                   MINIMUM GUARANTEE                        ADVANCE
-----------                   -----------------                        -------
YEAR 1  04/01/96-03/31/97     $ 20,000                                 $ 20,000
YEAR II 04/01/97-03/31/98     $ 30,000                                 $ 20,000

AUTHORIZED BRANDS FOR
LICENSED PRODUCT(S):         Fotoball USA, Inc.
                             
LICENSED MARK(S) FOR         Marketing Program logo, Club Marks, and the
LICENSED PRODUCT(S):         following League Marks: "National Football 
                             League", "NFL", "National Football Conference",
                             "American Football Conference", "NFC", "AFC"
                             and the NFL Shield design.

DISTRIBUTION CHANNELS FOR    Direct Retailers, Discount Stores, Fan Shops,
LICENSED PRODUCT(S):         Specialty Stores, Concessionaires, Gift Shops,
                             Direct Retailers, Drug Stores, Distributors,
                             Fan Shops

RENEWAL REQUEST DATE:        August 31, 1997


COOPERATIVE FUND:

FISCAL YEAR          PROGRAM                 PAYMENT        PAYMENT DUE DATE(S)
-----------          -------                 -------        ------------------
YEAR    I       To be determined by NFLP     $1,000     To be determined by NFLP
YEAR    II      To be determined by NFLP     $1,000               4/1/97

PROMOTIONAL PRODUCTS:

FISCAL YEAR	 LICENSED PRODUCTS NUMBER OF UNIT$            NUMBER OF UNITS
-----------     ---------------------------------            ---------------
YEAR I           TEAM LOGO FOOTBALLS                                 10
                 QBC MINIATURE FOOTBALLS                             10
                 PLAYER PICTURED FOOTBALLS                           10
                                                                        
YEAR II          TEAM LOGO FOOTBALLS                                 10
                 QBC MINIATURE FOOTBALLS                             10
                 PLAYER PICTURED FOOTBALLS                           10
                                                                         

ADDITIONAL TERMS:

Responsibility for obtaining rights to use player names and player likenesses
is solely that of Fotoball USA, Inc.  This License is contingent upon the
complete execution and proof of player licenses with either the NFL Players
Association or with each player's agent.


                    National Football League Properties, Inc. 
                    410 Park Avenue, 
                    New York, New York 10022 
                    Area Code (212) 838-0660 FAX (212) 758-4239



                          Retail Licensing Agreement



Licensee:       Fotoball USA, Inc.        Date:      August 12, 1996      
Address:        3738 Ruffin Rd.           No.:       657-149-7691
                San Diego, CA 92123       Lic. No:    R02327

National Football League Properties, Inc. ("NFLP") has the exclusive right to
license for commercial purposes the trademarks of the National Football League
("NFL") and the thirty professional football teams that comprise the NFL
("Member Clubs").  Licensee, whose name and address are set forth above,
desires to use certain of these trademarks in accordance with the terms
and conditions of this agreement ("License").  In consideration of the mutual
premises, covenants and undertakings contained in this License, the parties
to this License agree as follows:


1.  Definitions As used in this License, the terms listed on the attached Term
    Sheet and elsewhere in this License have the following meanings:

a. "Advance Royalty Payment": The amount to be credited to Royalty payments
    due for the corresponding Fiscal Year payable to NFLP upon the execution
    of this License for Fiscal Year I and on or before April 15 for each
    successive Fiscal Year.

b. "Advertisements": Advertising space in designated NFLP publications to be
    purchased by Licensee in accordance with this License.

c. "Affiliate": Any person or entity in which Licensee or any owner, majority
    shareholder, officer or director of Licensee has any direct or indirect
    beneficial or ownership interest or is a joint venture partner.

d. "Authorized Brands": The only brand names Licensee may use in association
    with the Licensed Products.

e. "Club Marks": The full team names, nicknames, helmet designs, uniform
    designs, logos, slogans, and other identifying symbols and indicia
    adopted for commercial purposes by the Member Clubs.

f. "Cooperative Fund": The amount payable to NFLP during each Fiscal Year for
    use by NFLP in connection with the designated Cooperative Program.

g. "Distribution Channels": The channels of trade in the Territory in which
    Licensee may distribute for sale or sell each Licensed Product as defined
    in Exhibit I attached to this License and/or the attached Term Sheet.

h. "Fiscal Year": The period beginning on April 1 of any year and ending on
    March 31 of the following year except for Fiscal Year 1, which will begin
    on the date this License is fully-executed and will end on March 31 of the
    following year.

i. "League Marks": "National Football League", "NFL", "National Football
    Conference", "American Football Conference", "NFC", "AFC', "Super Bowl",
    "Pro Bowl", the NFL Shield design, and other identifying symbols and
    indicia adopted for commercial purposes by the NFL.

j. "Licensed Marks": The trademarks for which Licensee is granted certain
    limited, non-exclusive rights under this License.

k. "Licensed Products": All products for which Licensee may use the Licensed
    Marks in association with the Authorized Brands.  This license will refer
    to each distinct type of product as a 'Licensed Product' since more than
    one product may be licensed (e.g. T-shirts and jackets would each be a
    Licensed Product).

l. "Marketing Program": The program established by NFLP in connection with
    which Licensee may use the Licensed Marks as authorized under this License.
    Licensee shall abide by all rules, guidelines and policies established by
    NFLP for such Marketing Program, which are deemed part of this License.

m. "Minimum Royalty Guarantee": The minimum amount of Royalty payments payable
    to NFLP on or before the 15th day following the end of each Fiscal Year.

n. "Net Sales": Gross sales of all Licensed Products sold or distributed for
    sale at Licensee's invoiced selling price less sales derived from returns
    received and credited only.  Licensee shall not credit any return at a
    rate greater than the original invoiced selling price for such Licensed
    Products.  There shall be no other deductions allowed including, without
    limitation, deductions for manufacturing costs, selling costs, distribution
    costs, advertising and promotional costs, quantity discounts, freight,
    non-collected or uncollectable accounts, commissions, taxes, cash discounts,
    close out sales, distress sales, sales to employees, or any other costs.
    For purposes of this Agreement, Net Sales and all other referenced sales
    occur when Licensee invoices or ships any Licensed Product, whichever is
    earlier.  If Net Sales are made to an Affiliate, the dollar amount of
    gross sales will be the greater of Licensee's regular price to unaffiliated
    accounts or the Affiliate's gross sales price to an unaffiliated account.

o. "NFL Marks": All League Marks and Club Marks, collectively.

p. "Premiums": Any products, including the Licensed Products, bearing the NFL
    Marks or other indicia of the NFL or its Member Clubs that Licensee sells
    or gives away for the purposes of promoting, publicizing or increasing
    the sale of its own products or services other than the Licensed Products,
    or that Licensee sells or gives away to any other party whom Licensee
    knows or should reasonably know intends to use such products for the
    purposes of promoting, publicizing or increasing the sale of any other
    party's products or services.  Promotions include, without limitation,
    combination sales, incentives for sales force, and trade or consumer
    promotions.

q. "Promotional Products": The quantity of each Licensed Product that Licensee
    shall provide to NFLP at no cost during each Fiscal Year for use in
    connection with NFLP's Promotional Programs, as defined in Paragraph 5 of
    this License.

r. "Renewal Request Date": The date by which NFLP must receive notification
    from Licensee of Licensee's desire to renew the License.

s. "Royalty": The amount of Net Sales Licensee shall pay to NFLP for all sales
    of the Licensed Products.  Licensee shall calculate all Royalty payments
    according to Net Sales based on Licensee's normal domestic wholesale
    warehouse price.  NFLP reserves the right to increase the rate of the
    Royalty during the Term, provided that it gives Licensee at least six
    (6) months written notice before such increase takes effect.

t. "Sponsorship": The designated events for which Licensee will participate
    as a sponsor during each Fiscal Year of the Term subject to the execution
    of an NFLP Sponsorship Agreement.

u. "Style": A distinct prototype of a Licensed Product that differs from any
    other prototype of that same Licensed Product in any form or manner with
    respect to design, material, pattern, size, shape, Licensed Marks, or
    any other distinguishing characteristic involving the specifications for
    the production of all or any portion of that Licensed Product (e.g.
    T-shirts bearing the San Francisco 49ers logo and T-shirts bearing the
    San Diego Chargers logo would each be a Style of Licensed Product).

v. "Term": The time period for which this License shall be effective.

w. "Territory": The geographic area in which Licensee shall have the right
    to sell the Licensed Products.

x. "Unit": A single Licensed Product (e.g. one T-shirt and one jacket would
    each be a Unit).

2.  Grant of License

    Subject to all of the terms and conditions of this License, NFLP grants
    Licensee the non-exclusive right to use the Licensed Marks in connection
    with the manufacture, distribution, sale, and advertising of the Licensed
    Products under the Authorized Brand in the Distribution Channels in the
    Territory in accordance with all policies, rules and regulations of the
    Marketing Program and NFLP, which are deemed part of this License.
    Licensee shall have no right to sell or distribute any Premiums unless
    Licensee receives a separate Premium License from NFLP and pays NFLP the
    applicable Royalty under such Premium License.  Licensee shall not use the
    Licensed Products as Premiums or permit the use of the Licensed Products
    as Premiums by any party whom Licensee knows or should reasonably know
    intends to use the Licensed Products as Premiums.

3.  Terms of Payment

a.  Licensee shall pay NFLP the Royalty on all sales of the Licensed
    Products.  Regardless of whether any sales occur during any Fiscal Year,
    Licensee shall also pay NFLP the applicable Advance Royalty Payment and
    Minimum Royalty Guarantee for each Fiscal Year during the Term.  Advance
    Royalty Payments and any payments made to satisfy the Minimum Royalty
    Guarantee are not refundable.  Licensee may credit the Advance Royalty
    Payment and Royalty payments made to NFLP during each Fiscal Year to the
    Minimum Royalty Guarantee for the corresponding Fiscal Year only.
    Licensee may not credit such amounts to the Advance Royalty Payment,
    Minimum Royalty Guarantee or any other payment required under this License
    for any other Fiscal Year.  If NFLP terminates this License, for the Fiscal
    Year in which termination occurs (Termination Fiscal Year) Licensee shall
    pay NFLP the Royalty on all sales of the Licensed Products made during the
    Termination Fiscal Year or a pro rated portion of the Minimum Royalty
    Guarantee owed in excess of the Advance Royalty Payment (Termination
    Guarantee'), whichever is greater.  For purposes of this paragraph the
    pro rated Minimum Royalty Guarantee will be calculated as follows:
                
Termination Guarantee   x   No. of Days Completed in Termination Fiscal YEAR
---------------------       ------------------------------------------------
        1                                       365

b.  On or before the 15th day of each month, Licensee shall make all Royalty
    payments to NFLP due on sales of the Licensed Products during the
    preceding calendar month. Simultaneously with the Royalty payment,
    Licensee shall furnish full and accurate statements of the Net Sales of
    each Licensed Product sold and distributed during such calendar month on
    forms provided by NFLP.  The statements will include the quantity and
    description of each Licensed Product itemized by Member Club if
    applicable, the gross sales price, itemized deductions from the gross
    sales price, any returns made during the preceding month, and the
    resulting Net Sales on which Licensee calculated the Royalty amount.
    Licensee shall furnish such statements for each Licensed Product
    regardless of whether it sold any such Licensed Product during the
    preceding month.  NFLP's receipt or acceptance of any statement or Royalty
    payment or the cashing of a Royalty check will not preclude NFLP from
    questioning the correctness of such statements or payments at any time.
    Upon discovery of any verifiable inconsistency or mistake in such
    statements or payments, Licensee shall immediately rectify such
    inconsistency or mistake.

c.  Licensee shall pay NFLP all other amounts listed on the Term Sheet
    attached to this License in accordance with the dates provided in such
    Term Sheet.

d.  Licensee shall pay NFLP an additional charge of one and one-half percent
    (1.5%) per month on any payment due under this License that remains
    unpaid fifteen (15) days after such payment becomes due.

4.  Quality Control

a.  Prior to making any use of any Style of any Licensed Product, Licensee
    shall submit to NFLP for its approval at Licensee's sole cost and
    expense at the following applicable stages: (i) finished artwork or final
    proofs; (ii) pre-production samples or strike-offs for such proposed
    Style; and (iii) a sample Unit of the finished version of such Style
    together with all packaging, cartons, containers, hangtags and wrapping
    materials related to such Unit ("Related Materials").  For Styles that
    differ solely with respect to the Licensed Marks, Licensee may submit a
    sample Unit of one Style along with artwork of the Styles bearing the
    other Licensed Marks for approval purposes unless NFLP requests a sample
    Unit of each such Style.  NFLP shall use its best efforts to promptly
    evaluate all such submissions and provide Licensee, if applicable, with
    quality standards and specifications for the finished Units of each Style.
    Upon approval of the finished version of a sample Unit of a Style,
    NFLP shall execute a Product Approval Form that will contain any 
    applicable quality standards and specifications.  License shall not
    manufacture, sell, distribute or advertise any Style of a Licensed 
    Product unless NFLP has executed a Product Approval Form for such Style.

b.  All Product Approval Forms are effective for one Fiscal Year only and
    Licensee must resubmit to NFLP each Style of each Licensed Product
    previously approved by NFLP for quality control approval within thirty
    (30) days after the start of each successive Fiscal Year. From time to
    time, NFLP may request additional sample Units of any Style of any
    Licensed Product to confirm continued compliance with NFLP's quality
    control guidelines and any applicable quality standards and specifications.
    NFLP shall have the right to withdraw its approval of any Style of any
    Licensed Product if, in NFLP's sole judgment, such sample Units cease to
    conform to such guidelines, standards or specifications or otherwise
    deviate in quality from the previously approved sample Units.  Upon notice
    by NFLP to Licensee that the Product Approval Form for a Style of a
    Licensed Product has been withdrawn, Licensee shall immediately cease to
    manufacture, distribute, sell or advertise any further Units of such
    Style until such time as a new Product Approval Form has been executed and
    delivered by NFLP.

c.  Licensee shall not make any modification to any Style for which NFLP has
    issued a Product Approval Form or depart from any applicable quality
    standards and specifications for any Style unless NFLP has approved such
    modification for such Style and issues a new Product Approval Form.
    Licensee acknowledges that the manufacture, use, sale, distribution, or
    advertising of any Style that deviates from the Style approved by NFLP
    will constitute a material breach of this License.  Upon such breach,
    NFLP may terminate this License immediately.

d.  No distribution or sale of irregulars or seconds is permitted except when
    Licensee receives prior written approval from NFLP.

5.  Advertising and Promotional Materials

a.  Licensee will not use the Licensed Marks or any reproduction of them,
    including without limitation, Photographs or Computer Art, as defined
    in Paragraph 10a, in any advertising, promotion, publicity or display
    materials (collectively "Promotional Materials") without receiving NFLP's
    prior written approval executed on a Promotional Approval Form supplied
    to Licensee by NFLP.  Licensee may use such approved Promotional Materials
    only in conjunction with the Styles of Licensed Products that NFLP has
    approved.  Licensee shall submit to NFLP all Promotional Materials at the
    following applicable stages appropriate to the medium used: (i) conceptual
    stage, pre-production art or rough cuts; (ii) layout, storyboard and 
    script; (iii) finished materials; and (iv) at any other time as reasonably
    requested by NFLP.  NFLP shall use best efforts to evaluate all such
    Promotional Materials' submissions within ten (10) business days of their
    receipt by NFLP. NFLP shall execute a Promotional Approval Form for all
    Promotional Materials that it approves.  Licensee shall notify its
    retailers and/or Third Party Distributors that NFLP must approve all
    Promotional Materials involving or using in any form or manner the
    Licensed Marks.  Licensee shall use best efforts to ensure that its
    retailers and/or Third Party Distributors do not publish, display or
    otherwise distribute such Promotional Materials without NFLP's prior
    written approval.

b.  NFLP has the exclusive right, in its sole discretion, to approve or
    disapprove any Promotional Materials' submissions.  Licensee acknowledges
    that NFLP may disapprove Promotional Materials that, in NFLP's opinion,
    reflect unfavorably upon NFLP, the NFL or its Member Clubs including,
    without limitation, materials involving gambling, lotteries or other games
    inconsistent with the image of the NFL, the Member Clubs, or the Licensed
    Products.

c.  NFLP may withdraw its approval of any Promotional Materials if: (i) the
    Promotional Materials have been altered without the prior written approval
    of NFLP; (ii) the Style and/or the Licensed Product promoted in the
    Promotional Materials ceases to be approved under this License; or (iii)
    an event occurs that, in NFLP's opinion, causes NFLP's relationship with
    Licensee or any Licensed Product to adversely reflect upon the professional
    or business reputation of the NFL, its Member Clubs or NFLP.

d.  Licensee represents that NFLP has the right to conduct promotions and
    special events in its sole discretion and to print catalogs, sales sheets
    and brochures involving representative merchandise from NFLP's licensees
    ("Promotional Programs").  Licensee shall supply within ten (10) business
    days of any request by NFLP, at no charge to NFLP, all or any portion of
    the quantity of Promotional Products specified on the Term Sheet required
    by NFLP for use, in NFLP's sole discretion, in such Promotional Programs.

e.  Licensee shall pay NFLP the designated amounts for the Advertisements,
    Sponsorship, and Cooperative Fund, if applicable, on or before the
    corresponding dates listed on the Term Sheet attached to this License.
    NFLP shall use such payments in a manner determined by NFLP in its sole
    discretion.

f.  During each Fiscal Year of the Term in which NFLP publishes the NFL
    Merchandise Catalogue, Licensee shall purchase a full-page advertisement
    in such catalogue at the rate established in NFLP's then-existing rate
    card.  Licensee shall make such payment within fifteen (15) days from
    receiving an invoice from NFLP.

6.  Distribution Requirements

    Licensee shall distribute for sale and sell each Licensed Product only in
    the authorized Distribution Channels.  Prior to distribution of any
    Licensed Product, Licensee shall submit to NFLP a list of its retail
    accounts for the Licensed Products for the purpose of determining which
    accounts fall within the Distribution Channels.  NFLP shall determine,
    in its sole discretion, whether such retail accounts fall within the
    Distribution Channels and shall provide Licensee with a list of the
    approved retail accounts.  Licensee shall manufacture, distribute, sell
    and maintain inventory of sufficient quantities of each Style of each
    Licensed Product to meet the reasonable market demand in the Distribution
    Channels.  Licensee shall not sell Licensed Products to any third party
    that Licensee knows or should reasonably know intends to sell the Licensed
    Products outside of the authorized Distribution Channels.  If Licensee
    sells or distributes for sale other merchandise that does not bear the
    Licensed Marks but is of the same grade and quality as the Licensed
    Products, Licensee shall not discriminate in the granting of commissions
    and discounts to salespersons, dealers and distributors for the sale of
    the Licensed Products.  If the Licensed Marks are Club Marks, Licensee
    acknowledges that it shall manufacture, distribute and sell a commercially
    significant quantity of Units bearing the trademarks of each Member Club
    individually in each Style.  Licensee shall have no right to distribute
    the Licensed Products via computer on-line services unless expressly
    indicated on the Term Sheet.

7.  Authorized Brands

    Licensee shall only use the Authorized Brands, if applicable, in
    connection with the manufacture, distribution, sale, and advertising of
    each Licensed Product.  NFLP shall have the right, in its sole discretion,
    to remove or change any of the Authorized Brands, if applicable, during
    the Term. Licensee must receive the prior written approval of NFLP to
    use any other trademarks on the Licensed Products.

8.  NFLP's Purchase of Licensed Products

    In addition to the Promotional Products provided at no cost by Licensee,
    NFLP, the NFL and its Member Clubs shall have the right to purchase any of
    the Licensed Products in any quantity at the minimum wholesale price,
    excluding Royalty payments, that Licensee charges to its best customer,
    provided that NFLP will not require Licensee to pay a Royalty on such
    sales.

9.  Third Party Relationships

a.  Licensee shall not assign, sublicense, transfer or otherwise encumber any
    of its rights under this License to any Affiliate or other third party
    without NFLP's prior written consent. If Licensee assigns, sublicenses,
    transfers or encumbers any portion of this License without such consent,
    NFLP shall have the right to terminate this License immediately.  Among
    other things, NFLP will consider the License assigned and subject to the
    requirements of this subparagraph if: (i) the beneficial ownership or
    control of (50%) percent (50%) or more of Licensee's capital stock is 
    transferred or otherwise conveyed; (ii) Licensee becomes part of any
    merger or consolidation; or (iii) the sale or transfer of all or
    substantially all of Licensee's assets occurs.


b.  Licensee must receive NFLP's prior written consent to use a domestic or
    foreign third party distributor of any Licensed Product ("Third Party
    Distributor") or domestic or foreign third party manufacturer of any
    Licensed Product or any portion of any Licensed Product, including
    patches, labels and emblems made by any party that is not already a
    licensee of NFLP ("Third Party Manufacturer").  NFLP shall have the right
    to approve or disapprove any Third Party Distributor or Third Party
    Manufacturer in its sole discretion.  In the case of a Third Party
    Manufacturer, NFLP's approval of such Third Party Manufacturer, if
    granted, will be contingent on the execution of an agreement between NFLP
    and the approved Third Party Manufacturer.  Notwithstanding such
    agreement, Licensee shall at all times remain primarily obligated to NFLP
    under this License and shall take all necessary efforts to ensure
    that such Third Party Manufacturer uses the Licensed Marks only to
    manufacture the designated Licensed Product and for no other purpose
    including, without limitation, promoting or selling the Licensed Product.
    If such Third Party Manufacturer has made an unauthorized use of the
    Licensed Marks, Licensee shall fully cooperate with NFLP to ensure
    that such unauthorized use ceases promptly.  Licensee shall be primarily
    obligated to ensure that each Licensed Product produced by such Third Party
    Manufacturer complies with the requirements of Paragraph 4 of this License.

c.  Licensee represents and warrants that it shall manufacture and cause all
    Third Party Manufacturers to manufacture the Licensed Products in
    accordance with all applicable laws, rules and regulations of the United
    States Department of Labor and state Departments of Labor, including,
    without limitation, the federal Fair Labor Standards Act.  Licensee shall
    ensure that it will not distribute or cause the distribution of Licensed
    Products that Licensee knows or should reasonably know were manufactured
    in violation of any federal or state labor law, rule or regulation.  Upon
    a determination by the United States Department of Labor or any state
    Department of Labor that the Licensed Products have been manufactured
    in violation of any federal or state labor law, rule or regulation,
    Licensee shall take all necessary steps to correct such violation
    including, without limitation, paying all applicable back wages found due
    to workers who manufactured the Licensed Products or any portion of them.

d.  Licensee shall not make any payments to any Member Club or to any
    shareholder, officer, director, employee, agent or representative of any
    Member Club, or to any employee, agent or representative of the NFL or
    its affiliates in such person's individual capacity, in connection with
    the use of any Licensed Marks under this License or otherwise as a direct
    result of sales of any Licensed Product.  Licensee shall disclose to NFLP
    all existing agreements or agreements being negotiated by Licensee or its
    agent between Licensee and any Member Club or any shareholder, officer,
    director, employee, agent or representative of any Member Club, or any
    employee, agent or representative of the NFL or any of its affiliates in
    such person's individual capacity.

e.  In the event that NFLP consents to any third party relationship under this
    Paragraph 9 or otherwise under this License, Licensee acknowledges that
    such approval will be contingent on the execution of an appropriate form
    or agreement supplied by NFLP.

10. Computer Artwork and Photographs

a.  Subject to the requirements of Paragraph 4, if Licensee wishes to use
    computer artwork incorporating graphic depictions of the Licensed Marks
    ("Computer Art") or photographs owned and/or controlled by NFLP
    ("Photographs"), Licensee shall request such Computer Art or Photographs
    in a Use Application provided to Licensee by NFLP.  If NFLP, in its sole
    discretion, approves such application, NFLP shall provide Licensee with
    Computer Art or Photographs at a rate established by NFLP in its sole
    discretion provided that, in the case of Photographs, Licensee must first
    sign NFLP's standard Photo Use Agreement.  Licensee shall make any payment
    for the Computer Art or Photographs within thirty (30) days of receiving
    an invoice from NFLP.  Licensee shall only use the Computer Art or
    Photographs in accordance with the terms and conditions of this License
    including, without limitation, Paragraph 11, and, in the case of
    Photographs, the Photo Use Agreement.  The terms of the executed Photo
    Use Agreement will govern in the event of any conflict between the terms
    of this License and the terms of the Photo Use Agreement.

b.  Licensee shall not make copies of the Computer Art or Photographs without
    the express written approval of NFLP and shall not use the Computer Art
    or Photographs for any purpose other than the purpose set forth in
    Licensee's Use Application.  Licensee shall not provide the Computer Art
    or Photographs to any other party including a manufacturer, unless NFLP
    approves such party in accordance with Paragraph 9 of this License.
    Licensee shall take all steps necessary to prevent the unauthorized copying
    or use of the Computer Art or Photographs by third parties.

c.  Upon the expiration or termination of this License, Licensee shall
    immediately deliver to NFLP all Computer Art and Photographs provided
    by NFLP and all copies and duplications of such Computer Art or
    Photographs and all related materials.

d.  Licensee acknowledges that it has no right, title or interest in or to
    any of the Photographs, including, without limitation, copyrights in the
    Photographs.  Licensee represents that it will not assert any rights in
    or to the Photographs during the Term or thereafter.

11. Protection of Rights

a.  Licensee acknowledges that, as between NFLP and Licensee, NFLP exclusively
    owns the NFL Marks and all copyrights, trademarks and other proprietary
    rights in and to them. Licensee further acknowledges that NFLP shall own
    worldwide in perpetuity: (i) all artwork produced under this License 
    bearing the NFL Marks ("Artwork") and all copyrights and other
    proprietary rights in such Artwork; (ii) all secondary marks and/or
    promotional concepts ("Secondary Marks") developed for use and used in
    connection with any Licensed Product and all copyrights and other
    proprietary rights in such Secondary Marks; (iii) all derivative works
    based on any of the NFL Marks, Secondary Marks, Computer Art, or Artwork
    ("Derivative Works") and all copyrights and other proprietary rights in
    such Derivative Works; and (iv) all Computer Art and all copyrights and
    other proprietary rights in such Computer Art as well as duplicates and
    copies of it.  Licensee's use of the Licensed  Marks, Computer Art,
    Artwork, Secondary Marks and Derivative Works is for NFLP's benefit and
    Licensee will not acquire any rights in any of them by such use.
    Licensee acknowledges that NFLP will have the right to terminate this
    License if Licensee asserts any rights in or to any of the NFL Marks,
    Computer Art, Artwork, Secondary Marks and Derivative Works other than
    those granted under this License.  Licensee shall not attack the
    trademarks, copyrights or other proprietary rights of NFLP, the NFL, or
    its Member Clubs during the Term or thereafter.

b.  Any Artwork, Computer Art, Secondary Marks, Derivative Works or other
    materials created by Licensee or its agents in connection with this
    Agreement shall be performed as a "work made for hire" for NFLP.
    Licensee irrevocably assigns and transfers to NFLP all right, title and
    interest, including all copyrights and extensions and renewals thereof,
    in and to the Artwork, the Secondary Marks, the Derivative Works,
    the Computer Art, and all related proprietary rights (collectively the
    "Proprietary Materials").  At the request of NFLP, Licensee shall execute
    all documents confirming NFLP's rights in and to the NFL Marks and
    Proprietary Materials including an assignment of copyright in form and
    substance satisfactory to NFLP.  Licensee shall cause each third party who
    makes or contributes to the creation of the Proprietary Materials to agree
    that all rights, including the copyrights, in his or her work shall be
    owned by NFLP whether as a "work made for hire" or by assignment, as
    appropriate.

c.  Licensee shall only display or use the Licensed Marks in the form and
    manner that NFLP has specifically approved in writing.  Licensee shall
    cause to be irremovably and legibly printed or affixed in a clearly
    visible location approved by NFLP on every Unit of each Licensed Product,
    and all Related Materials, Proprietary Materials, and Promotional Materials
    the following:

    (i)   Trademark Notices as directed and specified by NFLP, including a
          legend indicating that the NFL Marks are trademarks of the NFL or
          the Member Clubs, and are being used by Licensee under License
          from NFLP;

    (ii)  Copyright Notices as directed and specified by NFLP;

    (iii) The Marketing Program symbol;

    (iv)  Hangtags, inserts, holograms, and other identifying material
          required by NFLP;

    (v)   A permanent label displaying Licensee's name and the Authorized
          Brand;

    (vi)  Licensee's name, trade name and address; and

    (vii) All other notices required by NFLP to protect the interests of NFLP,
          the NFL, and its Member Clubs.

d.  Licensee will not use any Trademark or Copyright Notices on the Licensed
    Products, Related Materials, Proprietary Materials, and Promotional
    Materials that conflict with, negate or cause confusion with any notices
    required under this Paragraph 11. Licensee represents that, except for
    the Authorized Brands, if applicable, or as otherwise authorized in
    writing by NFLP, it will not associate other licensed properties, names,
    symbols, or designs with the Licensed Marks on any of the Licensed
    Products, Related Materials, Promotional Materials, and Proprietary
    Materials.  Licensee will not use the Licensed Marks or NFL Marks on any
    business sign, business card, invoice, sales sheet, brochure, catalog, or
    other form, or as part of the name of Licensee's business except as
    authorized by NFLP in writing prior to such usage.

e.  NFLP shall have the right to secure trademark and/or copyright
    registrations for the NFL Marks.  Upon request by NFLP, in addition to
    any other quantity of Licensed Products that Licensee must submit to
    NFLP under this License, Licensee shall deliver to NFLP, free of cost,
    twelve (12) Units of each Licensed Product with their Related Materials
    for such registration purposes provided that Licensee shall not owe any
    Royalty for such Units.  Licensee shall provide NFLP with the date of
    first use of each Licensed Product in interstate and intrastate commerce.
    NFLP shall have the right to secure trademark and/or copyright
    registrations in NFLP's name for any Proprietary Materials created by
    Licensee or its agents for use in connection with any Licensed Product.
    By execution of this License, Licensee appoints NFLP as Licensee's
    attorney-in-fact coupled with an irrevocable interest to execute,
    acknowledge, deliver and record all registrations and all documents
    referred to in this Paragraph 11.

f.  Licensee shall assist NFLP, at NFLP's expense, in the procurement,
    protection, and maintenance of NFLP's rights in and to the NFL Marks and
    the Proprietary Materials.  NFLP may, in its sole discretion, commence or
    prosecute and control the disposition of any claims or suits relative to
    the imitation, infringement and/or unauthorized use of the NFL Marks or
    the Proprietary Materials either in its own name, or in the name of
    Licensee, or join Licensee as a party in the prosecution of such claims
    or suits.  Licensee shall cooperate fully with and provide full assistance
    to NFLP in connection with any such claims or suits.  Licensee shall
    promptly notify NFLP in writing of any infringement, imitations, or
    unauthorized use of the NFL Marks or Proprietary Materials by others.
    NFLP shall, in its sole discretion, determine whether to take action and
    the type of action, if any, to take against such infringement.
    Licensee shall not institute any suit or take any action on account of
    such infringements, imitations or unauthorized uses unless it receives
    NFLP's prior written consent.  NFLP will receive the full amount of any
    settlement made or damages awarded in connection with any action taken
    against such infringement.


12. Indemnification and Insurance

a.  During the Term and thereafter, Licensee shall be solely responsible for,
    defend, indemnify and hold harmless NFLP, the NFL, its Member Clubs, and
    each of their respective affiliates, shareholders, officers, directors,
    agents and employees for, from and against any claims, demands, causes of
    action, damages, costs and expenses, including reasonable attorneys' fees,
    judgments, and settlements arising out of or in connection with: (i)
    Licensee's breach of any of its representations, warranties, covenants or
    obligations contained in this License; (ii) Licensee's use of the Licensed
    Marks except as provided in subparagraph (c) below; (iii) Licensee's
    noncompliance with any applicable federal, state, or local laws or
    regulations; or (iv) the manufacture, distribution, sale, advertising or
    use of any Licensed Product.

b.  Licensee shall obtain and maintain at its own expense from a licensed
    and admitted insurance carrier with a rating not less than A from Best,
    a product liability insurance policy that will provide coverage of three
    million dollars ($3,000,000) for personal injuries arising out of each
    occurrence and one million dollars ($1,000,000) for property damage
    arising out of each occurrence and an advertising liability insurance
    policy that will provide coverage of three million dollars ($3,000,000)
    for each occurrence.  Licensee shall ensure that such policies: (i) will
    list the NFL, its Member Clubs, NFLP, and each of their respective
    affiliates, shareholders, officers, directors, agents, and employees as
    additional insureds; and will each provide that they can not be canceled
    without at least thirty (30) days written notice to NFLP.  Simultaneously
    with the execution of this License, Licensee shall submit to NFLP the
    fully paid policies or certificates of insurance.  Compliance with this
    subparagraph (b) will not relieve Licensee of its other obligations under
    this Paragraph 12.  The insurance coverage required under this License
    is not cumulative and will not extend to any other License or Agreement
    between Licensee and NFLP unless otherwise authorized by NFLP in writing.

c.  During the Term and thereafter, NFLP shall indemnify and hold harmless
    Licensee, its officers, directors, agents and employees for, from and
    against any claims, demands, causes of action, damages, and reasonable
    attorneys' fees for trademark infringement arising out of the use of the
    Licensed Marks as strictly authorized under this License, provided that
    NFLP is given immediate notice of and shall have the option to undertake 
    and conduct the defense of any such claim, demand or cause of action and
    further provided that Licensee shall cooperate in the defense of such
    claim as reasonably required by NFLP.

13. Financial Information

a.  Upon request by NFLP, Licensee shall furnish NFLP within sixty (60) days
    of such request a detailed statement by an independent certified public
    accountant showing the number and description of the Licensed Products
    sold during the Term including an itemization of each Licensed Product by
    number of Units sold, Member Club, if applicable, the gross sales price,
    itemized deductions from the gross sales price, any returns made, and
    the resulting Net Sales on which Licensee calculated the Royalty amount.

b.  Within ninety (90) days after the last day of Licensee's fiscal year,
    Licensee shall provide NFLP with all pertinent information pertaining to
    Licensee's financial condition involving ownership, credit, financial
    and other information about Licensee's business including, without
    limitation, fiscal year-end financial statements and operating statements
    certified by Licensee's chief financial officer as accurate and complete
    and as constituting a fair presentation of Licensee's financial condition.
    Licensee shall provide NFLP with full and free access to inspect and copy
    all business records pertaining to Licensee's financial condition.

c.  On or before the 15th day of each month, Licensee shall provide NFLP with
    Licensee's Fiscal Year projections for sales and income for its overall
    business, including the Licensed Products.  Upon request by NFLP,
    Licensee shall provide NFLP with a list ranking its sales by retailer
    and/or Third Party Distributors for its top twenty-five (25) retail
    accounts or by retail accounts comprising seventy-five percent (75%) of
    its Net Sales, whichever is greater, and itemizing for each such retailer
    and/or Third Party Distributors a description and the number of Units of
    each Licensed Product sold.

d.  Licensee shall notify NFLP in writing of any adverse material change in
    Licensee's financial condition that will likely affect its performance
    under this License at the time such material change occurs.

14. Audits and Inspections

a.  During the Term and for at least three (3) full Fiscal Years after the
    expiration or termination of the License, Licensee shall keep, maintain
    and preserve complete and accurate books of account and records covering
    all transactions relating to this License, including, without limitation,
    invoices, correspondence, inventory accounting, banking and financial
    records ("Records").  Licensee shall designate a symbol or number that
    will be used exclusively on Records relating to the Licensed Products
    and with no other articles that Licensee manufactures, distributes or
    sells.  Licensee shall ensure that all invoices for the sale of Licensed
    Products to its retailers and/or Third Party Distributors will include
    the quantity and description of each Licensed Product itemized by
    Marketing Program, Style and Member Club, if applicable.

b.  During the Term and for at least three (3) full Fiscal Years after the
    expiration or termination of the License, NFLP and its duly authorized
    representatives will have the right during reasonable business hours to
    inspect and audit all Records and conduct a physical examination of
    Licensee's premises including its warehouses and manufacturing facilities
    and those of Third Party Distributors and Third Party Manufacturers.'
    NFLP shall provide Licensee with no less than five (5) business days
    written notice prior to such inspection, audit or examination; provided
    however, if compelling circumstances exist, as determined by NFLP in the
    exercise of its reasonable business judgment, NFLP may conduct an
    immediate inspection, audit or examination with no prior notice to
    Licensee.  Licensee represents that it will fully cooperate with the
    inspection, audit or examination and will not cause or permit any
    interference with NFLP or its representatives during any inspection,
    audit or examination.  During an inspection, audit or examination,
    NFLP shall have the right to make copies or extracts of Licensee's
    Records.

c.  Licensee shall pay NFLP for the cost of any audit that discloses a
    payment deficiency of more than two percent (2%) between the amount
    due to NFLP pursuant to the audit and the amount Licensee actually
    paid or reported to NFLP.  Licensee shall pay NFLP any deficiency amount
    together with interest on the deficiency amount pursuant to the
    provisions in Paragraph 3d of this License.  Licensee shall pay such
    amounts within ten (10) days of invoicing by NFLP.

15. Termination

    Without prejudice to any other rights it may have in law, equity or
    otherwise, NFLP shall have the right to immediately terminate this
    License upon written notice to Licensee at any time if:

a.  Licensee fails to generate Net Sales during any Fiscal Year satisfying
    the corresponding Minimum Royalty Guarantee;

b.  Licensee fails to deliver to NFLP or to maintain in full force and
    effect the insurance coverage referred to in Paragraph 12b of this
    License;

c.  Licensee fails to make available its premises, Records or other business
    information to NFLP or its representatives or fails to provide full and
    complete information as required in Paragraphs 13 and 14 of this License;

d.  Licensee manufactures, sells, distributes, advertises or uses any Style
    of any Licensed Product, or any Promotional Materials, or Proprietary
    Materials without the prior written approval of NFLP as required in
    this License, or after such written approval has been withdrawn by NFLP
    or has expired;

e.  Licensee distributes or sells any Licensed Product outside the Territory
    or sells any Licensed Product to a third party that Licensee knows or
    should reasonably know intends to sell such Licensed Product outside
    the Territory;

f.  Licensee distributes any Licensed Product outside the corresponding
    Distribution Channels, or sells any Licensed Product to any third party
    that Licensee knows or should reasonably know intends to sell such
    Licensed Product outside the corresponding Distribution Channels;

g.  Licensee fails to obtain NFLP's written approval prior to assigning,
    sublicensing, transferring, or otherwise encumbering the License or
    prior to using a Third Party Manufacturer or Third Party Distributor,
    or any approved Third Party Manufacturer or Third Party Distributor
    engages in conduct that would entitle NFLP to terminate the License if
    Licensee had engaged in such conduct;

h.  Licensee fails to satisfy the distribution requirements in Paragraph 6
    of this License or otherwise fails to make timely and complete delivery
    of orders it has taken for any Licensed Product to seventy percent (70%)
    or more of its retail accounts and/or Third Party Distributors that
    collectively account for eighty percent (80%) of its Net Sales on one or
    more occasion during any Fiscal Year;

i.  Licensee makes a material misrepresentation or omission in its license
    application form;

j.  Licensee fails to make any payment or deliver any statement required
    under this License and fails to correct such default within ten (10)
    days of written notice of such default;

k.  Licensee breaches any other agreement in effect between Licensee and
    NFLP;

1.  Licensee makes or agrees to make a payment to any Member Club or any
    shareholder, officer, director, employee, agent, or representative of
    a Member Club, or to any agent, representative or employee of the NFL
    or its affiliates in such person's individual capacity, in connection
    with the use of any Licensed Marks under this License or otherwise as
    a direct result of the sales of any Licensed Product, or Licensee fails
    to disclose to NFLP any existing agreement or agreement being negotiated
    by Licensee or Licensee's agent between Licensee and a Member Club or
    any shareholder, officer, director, employee, agent, or representative
    of a Member Club, or any agent, representative or employee of the NFL
    or its affiliates in such person's individual capacity;

m.  Licensee disparages NFLP, the NFL, any of its Member Clubs, or any of
    their respective shareholders, officers, directors and employees as
    determined by NFLP in its sole discretion, or otherwise engages in
    conduct that NFLP deems detrimental to the NFL or any of its Member
    Clubs or any shareholder, officer, director, employee, agent, or
    representative of a Member Club;

n.  Licensee fails, in any way, to comply with the requirements of
    Paragraph 19; or

o.  Licensee fails to comply with any other material term or condition of
    this License.

16. Goodwill and Reputation

    Licensee recognizes the great value of the goodwill associated with the
    NFL Marks and acknowledges that such goodwill belongs to the Member
    Clubs and the NFL, and that such NFL Marks have secondary meaning in 
    the minds of the public.  The nature of the business of NFLP, the NFL,
    and its Member Clubs, requires public respect for and trust in the
    reputation and integrity of the NFL and its Member Clubs.  NFLP may,
    at its sole option, terminate this License or withdraw some or all
    Product Approval Forms or Promotional Approval Forms by written notice
    to Licensee if any unanticipated factor, development or event causes
    NFLP's continued association with any one or more Licensed Product or
    Licensee to adversely reflect upon NFLP, the NFL or its Member Clubs as
    determined by NFLP in its sole discretion.  In the event of such
    termination, Licensee shall pay to NFLP the Royalty on all sales of the
    Licensed Products made during the Termination Fiscal Year or the
    Termination Guarantee as defined in Paragraph 3a, whichever is greater,
    and all other amounts due to NFLP.  Upon receipt of such payment, NFLP
    will reimburse Licensee for its salvage expenses or, in the case of
    unsalvageable Licensed Products, Licensee's manufacturing costs if NFLP
    does not permit Licensee to distribute the remaining inventory of Licensed
    Products.

17. Renewal Request

    NFLP must receive a written request from Licensee by no later than the
    Renewal Request Date if Licensee desires to renew the License.  If
    Licensee has complied with all terms and conditions of this License
    during the Term and NFLP desires, in its sole discretion, to negotiate
    a renewal License, NFLP shall negotiate with Licensee for the terms and
    conditions of a renewal License for a period of no more than sixty (60)
    days following NFLP's receipt of Licensee's renewal request notice.
    This License automatically expires at the end of the Term if NFLP does
    not receive Licensee's written request by the Renewal Request Date,
    Licensee has failed to comply with all terms and conditions of this
    License, NFLP elects not to negotiate a renewal License, or the parties
    are unable to reach an agreement within said sixty-day negotiation period.
    Licensee acknowledges that NFLP has no express or implied obligation to
    renew the License.  NFLP will have no liability to Licensee for any
    expenses incurred by Licensee in anticipation of any renewal or extension
    of this License.

18. Effect of Expiration or Termination of the License

a.  Sixty (60) days before the expiration of this License, Licensee will
    furnish to NFLP a statement showing the number of Units and description
    of such Units for each Style of each Licensed Product, Promotional
    Materials, and Proprietary Materials on hand or in process in Licensee's
    inventory.  If this License is terminated by NFLP, Licensee shall furnish
    such statement within ten (10) days after notice of termination is given
    by NFLP.

b.  After expiration or termination of this License for whatever reason, all
    rights granted under this Licensee will revert to NFLP and Licensee shall
    refrain from further use of, simulation of or reference to any and all of
    the NFL Marks except as provided in this paragraph.  Except for termination
    of this License by NFLP, Licensee will have ninety (90) days to dispose of
    the Licensed Products ("Sell-Off Period") that are on hand or in process
    at the time of such expiration, provided all statements and payments then
    due to NFLP are first made and such Sell-Off occurs at Licensee's regular
    selling price and within the Distribution Channels.  During the Sell-Off
    Period, Licensee shall submit all payments and statements required under
    this License in accordance with the terms and conditions of the License.

c.  If Licensee has remaining inventory of the Licensed Products upon the
    termination of this License or after the Sell-Off Period, if applicable,
    NFLP may, at its option: (i) purchase such inventory at Licensee's cost;
    (ii) require Licensee to deliver such inventory to NFLP for destruction
    at Licensee's expense; or (iii) require Licensee to destroy such inventory
    at Licensee's expense and furnish NFLP with an affidavit signed by an 
    officer of Licensee attesting to such destruction.  NFLP will have the
    right at any time before expiration or termination of this License and
    during the Sell-Off Period to conduct a physical inventory to, among other
    things, verify the quantity and Style of the Licensed Products in
    Licensee's inventory.  If Licensee refuses to permit such physical
    examination of the inventory or fails to provide NFLP with the statement
    required in subparagraph a above, Licensee will forfeit its right to any
    Sell-Off Period.

d.  Upon the termination of this License or immediately after the Sell-Off
    Period, Licensee shall deliver to NFLP all Proprietary Materials and all
    related materials, including software, created or used by Licensee in
    connection with this License and shall, at NFLP's option, destroy or sell
    to NFLP at Licensee's cost, any molds, plates and other items used to
    reproduce the Licensed Marks.

19. On-Field Product Exposure

    Licensee acknowledges that in furtherance of the NFL's policy of control
    of game operations, NFLP shall approve any and all visible items worn or
    used on-field, including the sidelines, during all pre-season, regular
    season and post-season NFL games.  Except as otherwise authorized in
    writing by NFLP or as otherwise provided in this License, Licensee shall
    not during the Term or thereafter agree, contractually or otherwise,
    with any Member Club, NFL player, coach, or other Member Club employee,
    for any individual to wear, use or promote any commercially identified
    product on-field, including the sidelines, during any NFL game.

20. Players and Coaches

    Licensee acknowledges that this License does not grant Licensee any
    rights with respect to the name, likeness, signature, or other
    attributes of any player, coach, or other employee of the NFL.  Licensee
    shall be responsible for securing whatever rights may be required for
    the use of such names, likeness, signatures, or other attributes.
    Licensee represents that it will not exercise the rights granted in this
    License in any manner that will imply that Licensee has obtained any
    such rights without separate written authorization from the appropriate
    player, coach, or employee.

21. NFL Films

    Licensee understands and acknowledges that this License does not grant
    Licensee any rights with respect to film or videotape footage of NFL game
    action and that Licensee must obtain such footage directly from NFL Films,
    Inc. ("NFL Films") on terms and conditions to be mutually agreed upon by
    Licensee and NFL Films.  If Licensee desires to use such footage in
    connection with this License, NFLP must approve the proposed usage and
    subject matter of such footage in writing prior to its usage.

22. Information Transmission

    If NFLP obtains the capacity to receive computer transmissions of any or
    all information required from Licensee under this License during the Term,
    Licensee shall begin to provide such information by such computer
    transmission as soon as practicably possible.

23. Notices

    The parties to this License shall send all notices and statements
    required under this License to the respective addresses of the parties
    set forth above unless notification of a change of address is given in
    writing.  Licensee shall direct all notices to NFLP to the Vice President
    of the Retail Licensing Department with a copy to the General Counsel of
    NFLP.  All notices required under this License must be in writing, must be
    sent by registered or certified mail, facsimile, or a private overnight
    delivery service generally accepted in the industry that provides evidence
    of delivery, and shall be deemed to have been given at the time they are
    sent.

24. Relationship of Parties

    The parties to this License are not partners, joint venturers, or agents
    and nothing in this License shall be construed to place them in any such
    relationship.  Neither party will have the power to obligate or bind the
    other in any manner whatsoever.  NFLP, the NFL, and its Member Clubs in
    no way endorse, certify or guarantee the quality of the Licensed Products.
    
25. Governing Law and Disputes

    This License and any dispute arising under it shall be governed by and
    construed in accordance with the laws of the State of New York without
    regard to conflict of law principles.  All disputes pertaining to this
    License shall be decided by a state or federal court located in the City
    of New York and Licensee consents to personal jurisdiction in such courts.

26. Waiver

    Neither party to this License can waive or modify any provision of this
    License unless such waiver or modification is in a writing signed by both
    parties.  Licensee acknowledges that NFLP's prior forbearance of any
    requirement of this License will not prevent NFLP from subsequently
    requiring full and complete compliance with such requirement or from
    exercising its rights under this License.

27. Confidentiality

    The parties to this License acknowledge that the terms of this License
    are confidential and each warrant that neither shall disclose such terms
    to any third party other than the disclosing party's accountants, agents
    or attorneys or as required by law, without the other party's prior
    written consent.

28. Severability

    If any paragraph or clause of this License is illegal or invalid or void
    for any reason, the remaining paragraphs and clauses of the License will
    remain in full force and effect.

29. Release

    In consideration of the rights granted under this License, Licensee
    releases NFLP, the NFL, its Member Clubs and each of their respective
    affiliates, shareholders, officers, directors, agents and employees from
    any claims, demands, losses, expenses or damages, whether known or unknown,
    arising out of or in connection with or in any manner related to the
    manufacture, distribution or sale of products bearing the Licensed Marks.

30. Entire Agreement

    This License constitutes the entire agreement and understanding between
    the parties to this License with respect to the subject matter of this
    License and cancels, terminates, and supersedes any prior or
    contemporaneous agreement or understanding, whether oral or written,
    on this subject between Licensee and the NFL, its affiliates or Member
    Clubs, or NFLP.  The headings in this License are for reference purposes
    only and have no legal effect.

31. Execution

    Licensee will make an offer to enter into this License by having a duly
    authorized officer or representative sign below and return the License
    with a check payable to NFLP for the Advance Royalty Payment required for
    Fiscal Year 1. An acceptance of the offer will occur and a binding
    agreement will exist only after an authorized officer or duly authorized
    representative of NFLP signs this License and delivers a fully-executed
    copy to Licensee.  Licensee acknowledges that this License will be deemed
    to have been executed in New York City.

Licensee:  Fotoball USA, Inc.
           -------------------=----------------
By:        /s/Michael Favish                                  Date: 9/13/96
           ------------------------------------               -------------
           (Signature of officer, partner or 
            individual duly authorized to sign) 

Title:     President and Chief Exective Officer
           ------------------------------------

NATIONAL FOOTBALL LEAGUE PROPERTIES, INC.

By:        /s/Jim Connelly                                    Date: 10/4/96
           ------------------------------------               -------------
           (Signature of officer, partner or
            individual duly authorized to sign)

Title:     Vice President
           ------------------------------------
<PAGE>


EXHIBIT I

DISTRIBUTION CHANNELS


The following definitions shall apply to this License:

1.  Department Store: A retail store that operates several departments 
    carrying higher-priced brands of apparel and non-apparel.  Examples
    include, without limitation, Macy's, Dillards, Nordstrom, Woodward
    and Lothrop, JC Penney, Boscov's, Sears, May Co., Federated Group,
    Carson Pirie Scoft, Dayton Hudson, Bon Ton, Belks, Strawbridge &
    Clothier, Jacobson and Bloomingdales.

2.  Direct Retailer: An organization that markets products directly to
    consumers without using retail space through the mediums of television
    or catalog.

3.  Discount Store: A retail store that operates several departments
    carrying lower-priced brands of apparel and non-apparel with limited
    service.  Examples include, without limitation, Wal-Mart, Kmart,
    Bradlees, Roses, Hills.  Caldor,  Venture, Target, Shopko, and Ames.

4.  Distributors: Defined as Third Party Distributors in Paragraph 9b of
    the License.

5.  Drug Store: A retail store that carries as its primary retail items
    pharmaceuticals, health and beauty aids, and convenience items.
    Examples include, without limitation, OSCO, Walgreen, and Eckert.

6.  Fan Shop: A retail store that carries as its primary retail item
    licensed products of the NFL, National Basketball Association,
    National Hockey League, Major League Baseball, and the National
    Collegiate Athletic Association.  Examples include, without limitation,
    Pro Image, Team Spirit and Stadium Stuff.

7.  Footwear Specialty Store: A retail store that carries as its primary
    retail item athletic footwear and also carries, in limited quantities,
    licensed apparel and headwear.  Examples include, without limitation,
    Foot Locker, Foot Action, and Athletes Foot.

8.  Grocery Store: A retail store that carries as its primary retail items
    food and household products.  Examples include, without limitation,
    A & P, Shop Rite, Vons, Jewel, and Food Town.

9.  Sporting Goods Store: A retail store that carries as its primary retail
    items licensed apparel, athletic footwear and sporting goods equipment.
    Examples include, without limitation, Champ's, Herman's, Koenig's, The
    Sports Authority, Sportmart, Gart Brothers, and Modells.