Contract No. ML- 2329D


          MAJOR LEAGUE BASEBALL PROPERTIES, INC.
	               LICENSE AGREEMENT

THIS LICENSE AGREEMENT by and between Major League 
Baseball Properties, Inc., 350 Park Avenue, New York, NY 
10022 (hereinafter referred to as "Licensor"), as agent for 
the Major League Baseball Clubs (the "Clubs"), and FOTOBALL 
USA INC., 3738 Ruffin Road, San Diego, CA 92123

(hereinafter referred to as "Licensee". This Agreement is 
not effective until signed by the parties hereto.

        THIS WILL CONFIRM OUR AGREMENT AS FOLLOWS:

1. GRANT OF LICENSE: Licensor grants to Licensee for 
the term of this Agreement, subject to the terms and 
conditions hereinafter contained, the non-exclusive license 
to utilize the names, characters, symbols, designs, 
likenesses and visual representations described in Schedule 
A attached hereto (herein such names, characters, symbols, 
designs, likenesses and visual representations are 
collectively called "Logos"), to be used solely in 
connection with the manufacture, distribution, promotion, 
advertisement and sale of the article or articles specified 
in Schedule B attached hereto (herein such article or 
articles are called "Licensed Product(s)"). This license 
does not constitute and may not be used so as to imply the 
endorsement of the Licensed Product(s) or any other product 
of Licensee by Licensor, the Office of the Commissioner of 
Baseball, the American or National League of Professional 
Baseball Clubs (hereinafter referred to as the "Leagues") 
or the Clubs. While the Logos licensed herein may be used 
as trademarks subject to the terms of this License 
Agreement, the Logos are not licensed herein for use as 
certification marks or indications of a particular standard 
of quality. Any exclusivity granted hereunder shall be 
subject to presently outstanding agreements granted by the 
Clubs. Further, any exclusivity granted hereunder shall 
pertain only to the extent of the items described and, if 
given, at the price set forth in Schedule E. Licensor 
warrants and represents that as the agent for the Clubs, 
pursuant to authority granted by the Clubs, it has the full 
authority to license the Logos in connection with the 
manufacture, distribution, promotion, advertisement and 
sale of the Licensed Product(s).

2. TERRITORY: Licensee shall be entitled to use the 
license granted hereunder only in the territory described 
in Schedule C attached hereto (herein such territory is 
called "Licensed Territory"). Licensee will not make use of 
or authorize any use of this license or the Licensed 
Product(s) outside the Licensed Territory or distribute or 
sell the Licensed Product(s) directly or through others to 
retailers outside the Licensed Territory.

3. LICENSE PERIOD: The license granted hereunder 
shall be effective and terminate as of the dates specified 
in Schedule D attached hereto, unless sooner terminated or 
renewed in accordance with the terms and conditions hereof.

4. PAYMENT: A. Advance and Guaranteed Compensation: 
Licensee agrees to pay Licensor the sums specified in 
Schedule E attached hereto, as advance minimum compensation 
(herein called "Advance Compensation") and as guaranteed 
minimum compensation (herein called "Guaranteed 
Compensation"). The Advance Compensation shall be paid as 
set forth in Schedule E, and shall apply against Percentage 
Compensation as defined below. The Guaranteed Compensation 
shall be paid as provided in Schedule E except to the 
extent that paid Advance Compensation and annual cumulative 
payments of Percentage Compensation shall theretofore have 
offset all or a portion of the total of such Guaranteed 
Compensation. Notwithstanding the foregoing, no part of 
Percentage Compensation which may be attributable to 
premium sales (as defined hereunder) of the Licensed 
Product(s) shall serve to offset any part of the Total 
Guaranteed Compensation specified in Schedule E. No part of 
such Advance Compensation and no part of such Guaranteed 
Compensation shall be repayable to Licensee in any event, 
except as is expressly provided for herein.

B. Percentage Compensation: Licensee agrees to pay 
Licensor a sum equal to the percentage specified in 
Schedule E (or Licensor's prevailing rate, if greater) of 
all net sales (as defined below) by Licensee or any of its 
affiliated, associated or subsidiary entities of the 
Licensed Product(s) covered by this Agreement. (Such 
percentage of net sales is herein called "Percentage 
Compensation.") Percentage Compensation shall be payable 
concurrently with the periodic statements required in the 
following paragraph, except to the extent offset by 
Guaranteed Compensation theretofore remitted. The term "net 
sales" shall mean gross sales based on the wholesale price 
to the retail trade less quantity discounts and actual 
returns, but no deduction shall be made for uncollectible 
accounts, commissions, taxes, discounts other than quantity 
discounts, such as cash discounts and discounts 
attributable to the issuance of a letter of credit, or any 
other amount. No costs incurred in the manufacture, sale, 
distribution, promotion or advertisement of the Licensed 
Product(s) shall be deducted from any Percentage 
Compensation payable by Licensee. Said Percentage 
Compensation shall also be paid by Licensee to Licensor on 
all Licensed Product(s) (including, without limitation, any 
irregulars, seconds, etc. distributed pursuant to the 
provisions of Paragraph 10 of this Agreement) distributed 
by Licensee or any of its affiliated, associated or 
subsidiary entities even if not billed or billed at less 
than usual net sales price for such Licensed Product(s), 
and shall be based upon the usual net sales price for such 
Licensed Product(s) sold to the trade by Licensee. Any late 
payments of Advance Compensation, Guaranteed Compensation 
or Percentage Compensation shall require Licensee to pay 
Licensor, in addition to the amounts due, interest at one 
percent (1%) per month or the highest prime lending rate of 
Chemical Bank during the period such amounts are 
delinquent, whichever is greater, on the amounts delinquent 
for the period of the delinquency, without prejudice to any 
other rights of Licensor in connection therewith.

C. Catalog Contribution: Licensee agrees that Licensor 
shall have the right in its sole discretion and in a style 
and manner in which it chooses, to print catalogs, sales 
sheets or brochures (hereinafter "catalogs") wherein 
representative merchandise from licensees of Licensor shall 
be displayed. 

5. PERIODIC STATEMENTS: Within thirty (30) days after 
the first day of the license period, and promptly on the 
15th day of every calendar month thereafter, Licensee shall 
furnish to Licensor complete and accurate statements, 
certified to be accurate by Licensee, or if a corporation, 
by an officer of Licensee, showing the sales volume of each 
Licensed Product (itemized by Club, for each applicable 
Licensed Product), gross sales price, itemized deductions 
from gross sales price, and net sales price of the Licensed 
Product(s) distributed and/or sold by Licensee during the 
preceding calendar month, together with any returns made 
during the preceding calendar month. Such statements shall 
be furnished to Licensor whether or not any of the Licensed 
Product(s) have been sold, or any payment is shown to be 
due Licensor, during the calendar months in which such 
statements are due. Licensee shall furnish to Licensor 
sufficient background information so as to make such 
statements intelligible to Licensor, and on an annual 
basis, a complete list of Licensee's customers to whom 
Licensed Product(s) have been sold. Licensor agrees that it 
will not divulge said customer list to any other licensee, 
to any other competitor licensing organization, or to any 
competitor of Licensee. Receipt or acceptance by Licensor 
of any of the statements furnished pursuant to this 
Agreement or of any sums paid hereunder shall not preclude 
Licensor from questioning the correctness thereof at any 
time, and in the event that any inconsistencies or mistakes 
are discovered in such statements or payments, they shall 
immediately be rectified and the appropriate payments made 
by Licensee. Late payment penalties, if any, shall be made 
pursuant to Paragraph 4.B. Upon demand of Licensor, 
Licensee shall at its own expense, but not more than once 
in any twelve (12) month period, furnish to Licensor a 
detailed statement certified by an independent certified 
public accounting firm approved by Licensor showing the 
sales volume of each Licensed Product (itemized by Club, 
for each applicable Licensed Product), gross sales price, 
itemized deductions from gross sales price and net sales 
price of the Licensed Product(s) covered by this Agreement 
distributed and/or sold by Licensee to the date of the 
Licensor's demand. All amounts payable pursuant to this 
Agreement shall be in U.S. dollars only.

6. BOOKS AND RECORDS: Licensee shall keep, maintain 
and preserve in its principal place of business for at 
least two (2) years following termination or expiration of 
this Agreement or any renewal thereof, complete and 
accurate records and accounts covering all transactions 
relating to this Agreement and pertaining to the various 
items required to be shown on the statements to be 
submitted by Licensee, including, without limitation, 
invoices, correspondence and banking, financial and other 
records in Licensee's possession or under its control. Such 
records and accounts shall be available for inspection and 
audit (and copying at Licensor's expense) at any time or 
times during or after the term or terms of this Agreement 
during reasonable business hours and upon reasonable notice 
by Licensor or its representatives. Licensee agrees not to 
cause or permit any interference with Licensor or 
representatives of Licensor in the performance of their 
duties of inspection and audit.

The exercise by Licensor, in whole or in part or at 
any time or times, of the right to audit records and 
accounts or of any other right herein granted, the 
acceptance by Licensor of any statement or statements or 
the receipt and deposit by Licensor of any payment tendered 
by or on behalf of Licensee shall be without prejudice to 
any rights or remedies of Licensor and shall not estop or 
prevent Licensor from thereafter disputing the accuracy of 
any such statement or payment.

If pursuant to its right hereunder to audit and 
inspect Licensor causes an audit and inspection to be 
instituted which thereafter discloses a deficiency of three 
percent (3%) or more between the amount found to be due to 
Licensor and the amount actually paid or credited to 
Licensor, then Licensee shall be responsible for payment of 
the entire deficiency, together with interest thereon at 
the then current prime rate of Chemical Bank or its 
successor from the date such amount became due until the 
date of payment, and the costs and expenses of such audit 
and inspection. If the audit discloses a deficiency of less 
than three percent (3%) between the amount found to be due 
to Licensor and the amount actually paid or credited to 
Licensor, and if the amount actually paid or credited to 
Licensor plus the deficiency exceeds the Guaranteed 
Compensation for the period covered by the deficiency, then 
Licensee shall pay Licensor the amount of the deficiency 
plus interest as calculated above.

7. INDEMNIFICATIONS AND PROTECTIONS: A. Licensor 
hereby agrees to indemnify, defend and hold Licensee and 
its owners, shareholders, directors, officers, employees, 
agents, representatives, successors and assigns harmless 
from any claims, suits, damages or costs (including 
reasonable attorneys' fees and expenses) arising from (i) 
challenges to Licensor's authority as agent for and 
pursuant to authority granted by the Clubs to license the 
Logos in connection with the manufacture, distribution, 
promotion, advertisement and sale of the Licensed 
Product(s) or (ii) assertions to any claim of right or 
interest in or to the Logos as authorized and used on the 
Licensed Products, provided in each case that Licensee 
shall give prompt written notice, cooperation and 
assistance to Licensor relative to any such claim or suit, 
and provided further in each case that Licensor shall have 
the option to undertake and conduct the defense of any suit 
so brought and to engage in settlement thereof at its sole 
discretion.

B. Licensee shall assist Licensor, to the extent 
necessary, in the procurement of any protection or to 
protect any of Licensor's rights to the Logos, and 
Licensor, if it so desires and in its sole discretion, may 
commence or prosecute any claims or suits in its own name 
or in the name of Licensee or join Licensee as a party 
thereto. Licensee shall notify Licensor in writing of any 
infringements or imitations by others of the Logos of which 
it is aware. Licensor shall have the sole right to 
determine whether or not any action shall be taken on 
account of such infringements or imitations. Licensee shall 
not institute any suit or take any action on account of any 
such infringements or imitations without first obtaining 
the written consent of Licensor to do so. Licensee agrees 
that it is not entitled to share in any proceeds received 
by Licensor (by settlement or otherwise) in connection with 
any formal or informal action brought by Licensor 
hereunder.

C. Licensee hereby agrees to indemnify, defend and 
hold Licensor, the Clubs, the Leagues and the Office of the 
Commissioner of Baseball and their respective owners, 
shareholders, directors, officers, employees, agents, 
representatives, successors and assigns harmless from any 
claims, suits, damages and costs (including reasonable 
attorneys' fees and expenses) arising out of (i) any 
unauthorized use of or infringement of any trademark, 
service mark, copyright, patent, process, method or device 
by Licensee in connection with the Licensed Product(s) 
covered by this Agreement, (ii) alleged defects or 
deficiencies in said Licensed Product(s) or the use 
thereof, or false advertising, fraud, misrepresentation or 
other claims related to the Licensed Product(s) not 
involving a claim of right to the Logos, (iii) the 
unauthorized use of the Logos or any breach by Licensee of 
this Agreement, (iv) libel or slander against, or invasion 
of the right of privacy, publicity or property of, or 
violation or misappropriation of any other right of any 
third party, and/ or (v) agreements or alleged agreements 
made or entered into by Licensee to effectuate the terms of 
this Agreement. Licensor shall give Licensee notice of the 
making of any claim or the institution of any action 
hereunder and Licensor may at its option participate in any 
action. The indemnifications hereunder shall survive the 
expiration or termination of this Agreement.

8. INSURANCE: Licensee agrees to obtain, at its own 
cost and expense, comprehensive general liability insurance 
including product liability insurance from an insurance 
company acceptable to Licensor, providing adequate 
protection for Licensor, the Clubs, the Leagues, the Office 
of the Commissioner of Baseball and Licensee against any 
claims or suits arising out of any of the circumstances 
described in Paragraph 7C above for which insurer is able 
to provide insurance, in an amount no less than 
$5,000,000.00 (five million dollars) per incident or 
occurrence, or Licensee's standard insurance policy limits, 
whichever is greater, and with a reasonable deductible in 
relation thereto. Such insurance shall remain in force at 
all times during the license period and for a period of 
five years thereafter. Within thirty (30) days from the 
date hereof, Licensee will submit to Licensor a fully paid 
policy or certificate of insurance naming Licensor, the 
Leagues and the Office of the Commissioner of Baseball as 
additional insured parties and requiring that the insurer 
shall not terminate or materially modify such policy or 
certificate of insurance without written notice to Licensor 
at least thirty (30) days in advance thereof.

9. COPYRIGHT AND TRADEMARK NOTICES AND REGISTRATIONS: 
Licensee further agrees that in any instance wherein the 
Logos of the Clubs and/or the Leagues are used, the 
following general notice shall be included (i.e., on the 
product, on a label, on the packaging material or on a 
separate slip of paper attached to the product): "The Major 
League Club insignias depicted on this product are 
trademarks which are the exclusive property of the 
respective Major League Clubs and may not be reproduced 
without their written consent." Further, all products 
containing the Logos shall contain a hangtag and label with 
Licensee's name stating "Genuine Merchandise" and 
containing the Major League Baseball silhouetted batter 
logo and, where appropriate, the Major League Baseball 
Cooperstown Collection logo or Major League Baseball 
Authentic Diamond Collection logo. All Licensed Product(s) 
shall contain a permanently affixed label that displays 
Licensee's name. All Licensed Product(s) components which 
bear any of the Logos (embroidered emblems, cloth or paper 
labels, hangtags, etc.) shall be manufactured in-house by 
Licensee or shall be obtained only from one or more 
suppliers officially authorized by Licensor to produce 
those components. All Licensee advertisements displaying 
the Logos, all retailer advertisements featuring Licensed 
Product(s) and of which Licensee has knowledge or any 
Licensed Product(s), shall contain the words "Genuine 
Merchandise" and the silhouetted batter logo. Licensee 
shall require those to whom it sells Licensed Product(s) 
directly or indirectly to display the words "Genuine 
Merchandise" (or such other appropriate notice as directed 
by Licensor) and the silhouetted batter logo in all 
advertisements. All uses of the Logos shall also include 
any designations legally required or useful for enforcement 
of copyright, trademark or service mark rights (e.g., 
"(c)," "(R)" or "TM". Licensee shall submit a copy of its 
specifications for all of the above notices (including 
copies of its artwork, layouts or mold blueprints) to 
Licensor for its review. Licensor shall have the right to 
revise the above notice requirements and to require such 
other notices as shall be reasonably necessary to protect 
the interests of Licensor, the Clubs and/or the Leagues in 
the respective Logos. Licensee agrees to advise Licensor of 
the initial date of the marketing of each Licensed Product, 
and upon request, to deliver to Licensor the required 
number and type of specimen samples of the Licensed 
Product, labels or the like upon which the Logos are used 
for use in procuring copyright, trademark and/or service 
mark registrations in the name of and at the expense of the 
person, firm, corporation or other legal entity owning the 
Logos, in compliance with any laws relating to copyright, 
trademark and service mark registrations. Except to the 
extent set forth in any schedules attached to this 
Agreement, Licensor, the Clubs and/or the Leagues shall be 
solely responsible for taking such action as it or they 
deem appropriate to obtain such copyright, trademark or 
service mark registrations for its or their Logos. If it 
shall be necessary for Licensee to be the applicant to 
effect any such registrations, Licensee shall and hereby 
does assign all of its rights in each such application and 
any resulting registration to Licensor or any other 
appropriate owner thereof, and further agrees to execute 
all papers necessary to effectuate and/or confirm such 
assignments. Licensee shall perform all acts necessary and 
execute all documents necessary to effectuate its 
registration as a user of the Logos where such registration 
is needed.

Licensee also agrees that, in any case where it 
employs the services of photographers or artists in 
connection with the production, promotion, marketing or 
distribution of the Licensed Product(s), it will require 
each such photographer or artist to agree that the 
photographic or artistic works he or she produces for 
Licensee shall be "works made for hire" for the purposes of 
the copyright laws, and that to the extent such 
photographic or artistic works may not qualify as "works 
made for hire," the copyright in each such work is assigned 
to Licensee.

10. APPOVALS: Licensor shall have absolute approval 
of the Licensed product(s) and of all packaging, 
advertising and promotional material at all stages of the 
development thereof. Licensee agrees to furnish in a timely 
manner to Licensor, free of cost, for its written approval 
as to quality and style, designs of each Licensed Product 
and samples of each Licensed Product before its 
manufacture, sale, promotion, advertisement or 
distribution, whichever first occurs, and samples of all 
advertising, point-of-sale displays, catalogs, sales sheets 
and other items that display or picture the Logos, and no 
such Licensed Product or other such materials shall be 
manufactured, sold, promoted, advertised or distributed by 
Licensee without such prior written approval. In 
particular, no use of any Logo or Logos shall be made on 
stationery of Licensee (specifically including, without 
limitation, letterhead, envelopes, business cards, shopping 
bags, invoices, statements, packing slips, etc.) without 
Licensor's express written approval in advance of any such 
use. In addition, no irregulars, seconds or other Licensed 
Products which do not conform in all material respects to 
the approved samples may be distributed or sold without the 
express written advance consent of Licensor. All such 
sales, if made, shall bear Percentage Compensation as set 
forth in Paragraph 4.B. Subject, in each instance, to the 
prior written approval of Licensor, Licensee or its agents 
may use textual and/or pictorial matter pertaining to the 
Logos on such promotional display and advertising material 
as may, in its judgment, promote the sale of the Licensed 
Product(s). All promotional display and advertising 
material must contain and prominently display the official 
logo of Licensor. Ten samples of each Licensed Product 
shall be supplied free of cost to Licensor, and one to each 
Club whose Logos are used on such Licensed Products). From 
time to time subsequent to final approval, a reasonable 
number of production samples shall periodically be sent to 
Licensor free of cost. Such samples shall also be sent upon 
any change in design, style or quality, which shall 
necessitate subsequent approvals by Licensor. Additional 
samples shall be supplied to Licensor upon request at no 
more than cost. Licensor shall also have the right to 
inspect Licensee's plants, warehouses or storage facilities 
at any reasonable time without notice.

In the event that any item or matter submitted to 
Licensor under this Agreement for approval or consent shall 
not have been approved or consented to, disapproved or 
denied, or commented upon within twenty (20) Licensor 
business days after receipt thereof by Licensor (both 
Licensing Director and Licensed Product Compliance), and 
Licensor (both Licensing Director and Licensed Product 
Compliance) shall have received notice from Licensee that 
comment is overdue by telegram or other written 
communication, and Licensor shall not have commented within 
five (5) additional Licensor business days of receipt of 
such notice, any items or matters so submitted shall be 
deemed approved and consented to.

In any instance where any matter is required to be 
submitted to Licensor for Licensor's approval, that 
approval shall be granted or withheld in Licensor's sole 
discretion.

11. DISTRIBUTION: Licensee shall sell the Licensed 
Product(s) to jobbers, wholesalers, distributors or 
retailers for sale or resale and distribution to retail 
stores and merchants for their resale and distribution or 
directly to the public. In the event Licensee sells or 
distributes a Licensed Product at a special price directly 
or indirectly to itself, including, without limitation, any 
subsidiary of Licensee, or to any other person, firm or 
corporation related in any manner to Licensee or its 
officers, directors or major stockholders, Licensee shall 
pay compensation with respect to such sales or distribution 
based upon the pace generally charged the trade by 
Licensee.

12. GOODWILL: Licensee recognizes the great value of  
publicity and good will associated with the Logos and, in 
such connection, acknowledges that such good will belongs 
exclusively to Licensor, the Clubs, the Office of the 
Commissioner of Baseball and/or the Leagues and that the 
Logos have acquired a secondary meaning in the minds of the 
purchasing public.

13. SPECIFIC UNDERTAKINGS OF LICENSEE: During the 
license period, each additional license period if any and 
thereafter, Licensee agrees that:

A. It will not acquire any rights in the Logos as a 
result of its use thereof and all use of the Logos shall 
inure to Licensor's benefit;

B. It will not, directly or indirectly, attack the 
title of Licensor, the Clubs, the Office of the 
Commissioner of Baseball and/or the Leagues in and to the 
Logos or any copyright, trademark or service mark 
pertaining thereto, nor will it attack the validity of the 
license granted hereunder, nor will it use the Logos in any 
manner other than as licensed hereunder;

C. It will not at any time apply for any registration 
of any copyright, trademark, service mark or other 
designation which would affect the ownership of the Logos, 
or file any document with any governmental authority or 
take any action which would affect the ownership of the 
Logos or aid or abet anyone in doing so; D. It will not 
harm, misuse or bring into disrepute the Logos;

D. It will not harm, misuse or bring into disrepute 
the Logos;

E. It will manufacture, sell, promote, advertise and 
distribute the Licensed Product(s) in a legal and ethical 
manner and in accordance with the terms and intent of this 
Agreement;

F. It will not create any expenses chargeable to 
Licensor without the prior written approval of Licensor;

G. It will protect to the best of its ability the 
right to manufacture, sell and distribute the Licensed 
Product(s) hereunder;

H. It will not use the Licensed Product(s) for 
combination sales, as self-liquidating or free giveaways or 
for any similar method of merchandising without the prior 
written consent of Licensor and will exercise due care that 
its customers likewise will refrain from making such use of 
the Licensed Product(s);

I. It will not, without the prior written consent of 
Licensor, enter into any sublicense or agency agreement for 
the manufacture, sale, promotion, advertisement or 
distribution of the Licensed Product(s);

J. It will not engage in tying practices, illegal 
restraints of trade, or selling practices that exclude any 
members of the retail trade for any reason other than poor 
credit history, known lack of integrity or disregard for 
the rights of Licensor or Major League Baseball. Nothing in 
the preceding sentence shall be deemed to require Licensee 
to violate any other term of this Agreement;

K. It will not use, or knowingly permit the use of, 
the Licensed Product(s) as a premium, except with the prior 
written consent of Licensor and the specific negotiation of 
a higher royalty payment therefor. For purposes of this 
subparagraph and Paragraph 19 below, the term "premium" 
shall be defined as including, but not necessarily limited 
to, free or self-liquidating items offered to the public in 
conjunction with the sale or promotion of a product or 
service, including traffic building or continuity visits by 
the consumer/customer, or any similar scheme or device, the 
prime intent of which is to use the Licensed Product(s) in 
such a way as to promote, publicize and/or sell the 
products, services or business image of the third party 
company or manufacturer. "Premium" use shall also 
specifically include distribution of the Licensed 
Product(s) for retail sale through distribution channels 
(including, without limitation, catalogs) offering earned 
discounts or "bonus" points based upon the extent of usage 
of the offeror's product or service;

L. It will comply with such guidelines and/or 
requirements as Licensor may announce from time to time. It 
will comply with all laws, regulations and standards 
relating or pertaining to the manufacture, sale, 
advertising or use of the Licensed Product(s) and shall 
maintain the highest quality and standards, and shall 
comply with the requirements of any regulatory agencies 
(including, without limitation, the United States Consumer 
Safety Commission) which shall have jurisdiction over the 
Licensed Product(s);

M. It guarantees that Licensor, Clubs, official Club 
and/or Licensor retail stores, Club in-stadium concession-
aires and the Clubs belonging to The National Association 
of Professional Baseball Leagues ("NAPBL Clubs") will 
obtain the Licensed Product(s) for retail sale at lowest 
possible wholesale prices and shall receive prompt 
shipments and/or deliveries of the Licensed Product(s), 
without regard to the relatively small volume their orders 
may represent. Licensor, Clubs and NAPBL Clubs may obtain 
the Licensed Product(s) for their use, but not resale, at 
the manufacturer's lowest possible price, which shall in no 
event be greater than its lowest wholesale price;

N. It will furnish to Licensor, upon request of 
Licensor (which shall be made only for reasonable cause and 
no more often than once per year), a list of all its 
distributors, sales representatives and jobbers for the 
Licensed Product(s), as well as a list of all its "trade 
names," said list to include the company name, address, 
telephone number, territorial representation and key 
contact name. Licensor agrees that it will not divulge any 
information provided to it under this paragraph to any 
other competitor licensing organization;

O. Concurrently with its execution of this Agreement, 
it will provide Licensor with the names, addresses, 
telephone numbers and names of principal contacts of each 
party (hereinafter referred to as "Manufacturer"), both 
domestic and foreign, that Licensee desires or intends to 
have produce one or more of the Licensed Products in the 
event Licensee desires not to be the manufacturer of such 
Licensed Product(s). This information shall be set out in 
Schedule F of this Agreement and Licensee shall specify the 
Licensed Product(s) Manufacturer will produce. In the event 
Licensee wishes to substitute a Manufacturer for those 
listed in Schedule F or wishes to add to the number of 
Manufacturers, Licensee shall first provide Licensor with 
the information set out in Schedule F regarding the 
proposed new Manufacturers for Licensor's written approval 
of such Manufacturers. Licensee's failure to do so may 
result in termination of this Agreement and/or confiscation 
and seizure of the Licensed Product(s). Licensee shall 
ensure that:

(a) Manufacturer produces no merchandise bearing the 
Logos other than the Licensed Product(s) described in 
Schedule F of this Agreement unless authorized by Licensor;

(b)  Manufacturer produces the Licensed Product(s) 
only as and when directed by Licensee and in accordance 
with the terms herein and in compliance with all laws, 
regulations and governmental rules applicable to the 
Licensed Product(s) and/or their manufacture;

(c) Manufacturer does not supply the Licensed 
Product(s) to any person, firm, corporation or business 
entity other than Licensee or to such entities as may be 
authorized by Licensee and Licensor jointly; and

(d) Manufacturer does not delegate in any manner 
whatsoever its obligations with respect to the Licensed 
Product(s).

Prior to the delivery of the Licensed Product(s) from 
Manufacturer to Licensee, Licensee shall submit to 
Licensor, free of cost, for its written approval as to 
quality and style, at least two samples of the Licensed 
Product(s) produced by Manufacturer;

P. It will not manufacture or allow the manufacture, 
or accumulate inventory, of the Licensed Product(s), at a 
rate greater than its average rate during the license 
period as the end of the license period approaches;

Q. It will not sell the Licensed Product(s) to 
parties whom it knows or reasonably should know will resell 
or distribute such Product(s) outside the Licensed 
Territory;

R. It will not disclose any confidential, private, 
restricted or otherwise nonpublic information concerning 
Major League Baseball which, it acknowledges, it may become 
privy to during the term of this Agreement;

S. It will not grant to any third person or entity a 
security interest in the Licensed Product(s) without 
Licensor's prior written approval;

T. It has not had and does not have an investment or 
interest in casinos, any other form of legalized gambling 
enterprise, or any activity that Licensor or any other 
Major League Baseball related entity has made unauthorized 
or which is contrary to official policy of Major League 
Baseball; and

U. With respect to any Licensed Products manufactured 
outside the United States, (i) it will take receipt of 
goods at U.S. ports of entry, (ii) it will not allow any 
entity in the United States, including but not limited to 
distributors wholesalers and retailers, to accept shipment 
of the Licensed Products from any non-U.S. manufacturer of 
such Products, and (iii) it will distribute such Products 
to third parties, including but not limited to 
distributors, wholesalers and retailers, from Licensee's 
principal place of business only.

14. APPROVAL OF MANUFACTURER, ETC.: Nothing contained 
herein may be construed so as to imply endorsement of 
Manufacturer by Licensor, the Office of the Commissioner of 
Baseball, the Leagues or the Clubs. Licensee shall seek 
Licensor's written approval of Manufacturer prior to 
Licensee's engagement of Manufacturer. Any approval of 
Manufacturer granted by Licensor relates solely to the 
manufacturing of the Licensed Product(s) and shall not 
constitute a grant of any right, title or interest in or to 
the Logos, nor to any copyrights, service marks, trademarks 
or other property rights associated therewith. Licensor 
hereby reserves the right to terminate in its discretion 
the engagement of Manufacturer at any time. Additionally, 
Licensor may confiscate goods or samples imported by 
Licensee or shipped by Manufacturer that bear any of the 
Logos and that have not been approved by Licensor as to 
quality.

15. ACKNOWLEDGEMENT OF RIGHTS: Licensee hereby 
acknowledges the proprietary nature of all names and logos 
of the Major League Baseball Clubs, the Leagues, the Office 
of the Commissioner of Baseball or Licensor and 
acknowledges that all rights, title and interest to such 
names or logos belong to the individual Clubs, the Leagues, 
the Office of the Commissioner of Baseball and/or Licensor, 
as the case may be. Licensee represents that it has not 
made any unauthorized use of names or logos of the Major 
League Baseball Clubs, the Leagues, the Office of the 
Commissioner of Baseball or Licensor and agrees that it 
will make no use of any such names or logos, other than as 
provided in this Agreement, without the prior written 
consent of Licensor, the Office of the Commissioner of 
Baseball or the appropriate individual League or Club. Any 
use Licensee has made or will make of such names and logos 
has not conferred or will not confer, as the case may be, 
any rights or benefits upon it whatsoever, and any rights 
created by such use shall inure to the benefit of the 
individual Clubs, the Leagues, the Office of the 
Commissioner of Baseball and /or Licensor, as the case may 
be.

16. TERMINATION: A. Immediate Termination: Licensor 
shall have the right to terminate this Agreement 
immediately upon the occurrence of any one or more of the 
following events (herein called "defaults"):

(i) If Licensee fails to deliver to Licensor or to 
maintain in full force and effect the insurance referred to 
in Paragraph 8 hereof; or

(ii) If any governmental agency or court of competent 
jurisdiction finds that the Licensed Product(s) are 
defective in any way, manner or form; or

(iii) If Licensee shall breach any one of the 
following undertakings set forth in Paragraph 13 hereof: 
13A through F, H through J, Q, R or T; or

(iv) If Licensee shall undergo a change in majority or 
controlling ownership.

B. Termination With Cure Period: Licensor shall have 
the right to terminate this Agreement upon the occurrence 
of any one or more of the following defaults, and 
Licensee's failure to cure such default(s) completely 
within ten (10) business days from Licensee's receipt of 
notice from Licensor;

(i) If Licensee fails to make any payment due 
hereunder on the date due, at which time all monies which 
are owed during the current term or renewal referred to in 
Schedule E of this Agreement shall become due and payable 
to Licensor; or

(ii) If Licensee fails to deliver any of the 
statements hereinabove referred to or to give access to the 
premises and/or license records pursuant to the provisions 
hereof to Licensor's authorized representatives for the 
purposes permitted hereunder; or

(iii) If Licensee is unable to pay its debts when 
due, or makes any assignment for the benefit of creditors 
or an arrangement pursuant to any bankruptcy law, or files 
or has filed against it any petition under the bankruptcy 
or insolvency laws of any jurisdiction, county or place, or 
shall have or suffer a receiver or trustee to be appointed 
for its business or properly, or be adjudicated a bankrupt 
or an insolvent. In the event the license granted hereunder 
is terminated pursuant to this Paragraph 16(B)(iii), 
neither Licensee nor its receivers, representatives, 
trustees, agents, administrators, successors and/or assigns 
shall have any right to sell, exploit or otherwise deal 
with or in the Licensed Product(s) without the prior 
written consent of Licensor; or

(iv) If Licensee does not commence in good faith to 
manufacture, distribute and sell each Licensed Product 
throughout the Licensed Territory within any twelve ( 12) 
month period, but such default and Licensor's resultant 
right of termination shall apply only to the specific 
Licensed Product(s) and/or the specific territory(ies) 
which or wherein Licensee fails to meet said requirements; 
or

(v) If Licensee shall discontinue its business as it is now 
conducted; or

(vi) If Licensee shall breach any of the undertakings 
set forth in Paragraph 13 hereof, except as otherwise 
provided in Paragraph 16(A)(iii) above; or

(vii) If Licensee shall breach any of the terms of this 
Agreement; or

(viii) If, in the periodic statements furnished 
pursuant to Paragraph 5 hereof, the amounts owed to 
Licensor are significantly or consistently understated.

Licensor's right to terminate this Agreement shall be 
without prejudice to any other rights which it may have, 
whether under the provisions of this Agreement, in law or 
in equity or otherwise. In the event any of these defaults 
occurs and Licensor desires to exercise its right of 
termination under the terms of this Paragraph 16, Licensor 
shall give notice of termination in writing to Licensee. 
Any and all payments then or later due from Licensee 
hereunder (including Advance Compensation) shall then 
become promptly due and payable in full to Licensor and 
without set off of any kind; i.e., no portion of any prior 
payments made to Licensor shall be repayable to Licensee. 
Until payment to Licensor of any monies due it, Licensor 
shall have a lien on any units of the Licensed Product(s) 
not then disposed of by Licensee and on any monies due 
Licensee from any jobber, wholesaler, distributor, 
sublicensee or other third parties with respect to sales of 
the Licensed Product(s). Upon termination or expiration of 
the term hereof, all rights, licenses and privileges 
granted to Licensee hereunder shall automatically revert to 
Licensor and Licensee shall execute any and all documents 
evidencing such automatic reversion.

17. FINAL STATEMENT UPON TERMINATION OR EXPIRATION: 
Licensee shall deliver to Licensor, as soon as practicable, 
following expiration or termination of this Agreement, a 
statement indicating the number and description of the 
Licensed Product(s) on hand. Following expiration or 
termination Licensee may manufacture no more Licensed 
Product(s), but may continue to distribute its remaining 
inventory for a period not to exceed sixty (60) days, 
subject to the terms of Paragraph 13(P) hereof and payment 
of applicable royalties relative thereto; provided, 
however, that such royalties shall not be applicable 
against Advance Compensation or Guaranteed Compensation. 
Notwithstanding the foregoing, Licensee shall not 
manufacture, sell or distribute any Licensed Product(s) 
after the expiration or termination of this Agreement 
because of (a) the failure of Licensee to cause the 
appropriate statutory notice of copyright, trademark, 
service mark or user registration to appear wherever the 
Logos are used; (b) the departure of Licensee from the 
quality and style approved by Licensor under the terms of 
Paragraph 10 hereof; (c) the failure of Licensee to obtain 
the approval of Licensor under the terms of Paragraph 10 
hereof; or (d) the occurrence of an event of default under 
the terms of Paragraph 16 hereof. Licensor shall have the 
option to conduct physical inventories before termination 
and continuing until the end of the 60 day sell-off period 
in order to ascertain or verify such inventories and/or 
statement. Immediately upon expiration of the sell-off 
period, Licensee shall furnish Licensor a detailed 
statement certified by an officer of Licensee showing the 
number and description of Licensed Products on hand in its 
inventory and shall dispose of such inventory at Licensor's 
direction and at Licensee's expense. In the event Licensee 
refuses to permit Licensor to conduct such physical 
inventory, Licensee shall forfeit its right hereunder to 
dispose of such inventory. In addition to such forfeiture, 
Licensor shall have recourse to all other remedies 
available to it.

18. INJUNCTION: Licensee acknowledges that its 
failure to perform any of the terms or conditions of this 
Agreement, or its failure upon the expiration or 
termination of this Agreement to cease the manufacture of 
the Licensed Product(s) and limit their distribution and 
sale as provided in Paragraph 17 hereof, shall result in 
immediate and irreparable damage to Licensor. Licensee also 
acknowledges that there may be no adequate remedy at law 
for such failures and that in the event thereof Licensor 
shall be entitled to equitable relief in the nature of an 
injunction and to all other available relief, at law and/or 
in equity.

19. RESERVATION OF RIGHTS: Licensor retains all 
rights not expressly and exclusively conveyed herein, and 
Licensor may license firms, individuals, partnerships or 
corporations to use the Logos, artwork and textual matter 
in connection with other products, including other products 
identical to the Licensed Product(s) contemplated herein. 
Licensor reserves the right to use, or license others to 
use and/or manufacture, identical items as premiums.

20. PAYMENTS AND NOTICES: All notices and statements 
provided for herein shall be in writing, and all notices 
hereunder are to be sent to Major League Baseball 
Properties, Inc., 350 Park Avenue, New York, New York 
10022, Attention: President. All statements and payments 
shall be made to Major League Baseball Properties and sent 
to an address designated by Licensor.

21. WAIVER, MODIFICATION, ETC.: No waiver, 
modification or cancellation of any term or condition of 
this Agreement shall be effective unless executed in 
writing by the party charged therewith. No written waiver 
shall excuse the performance of any act other than those 
specifically referred to therein. No waiver by either party 
hereto of any breach of this Agreement shall be deemed to 
be a waiver of any preceding or succeeding breach of the 
same or any other provision hereof. The exercise of any 
right granted to either party hereunder shall not operate 
as a waiver. The normal expiration of the term of this 
Agreement shall not relieve either party of its respective 
obligations accruing prior thereto, nor impair or prejudice 
the respective rights of either party against the other, 
which rights by their nature survive such expiration. 
Licensor makes no warranties or representations to Licensee 
except those specifically expressed herein.

22. NO PARTNERSHIP, ETC.: This Agreement does not 
constitute and shall not be construed as constituting an 
agency, partnership or joint venture relationship between 
Licensee and Licensor and/or the Clubs. Licensee shall have 
no right to obligate or bind Licensor in any manner 
whatsoever, and nothing herein contained shall give or is 
intended to give any rights of any kind to any third 
persons.

23. NON-ASSIGNABILIY: Licensee acknowledges and 
recognizes: (a) that it has been granted the license 
described in Paragraph 1 because of its particular 
expertise, knowledge, judgement, skill and ability; (b) 
that it has substantial and direct responsibilities to 
perform this Agreement in accordance with all of the terms 
contained herein; (c) that Licensor is relying on 
Licensee's unique knowledge, experience and capabilities to 
perform this Agreement in a specific manner consistent with 
the high standards of integrity and quality associated with 
Major League Baseball as a national sport and with Major 
League Baseball licensed merchandise; and (d) that the 
granting of the license under this Agreement creates a 
relationship of confidence and trust between Licensee and 
Licensor. This Agreement is personal to Licensee, and 
Licensee shall not sublicense or franchise any of its 
rights hereunder, and neither this Agreement nor any of the 
rights of Licensee hereunder shall be sold, transferred or 
assigned by Licensee without Licensor's prior written 
approval and no rights hereunder shall devolve by operation 
of law or otherwise upon any assignee, receiver, 
liquidator, trustee or other party. Subject to the 
foregoing, this Agreement shall be binding upon and shall 
inure to the benefit of the parties hereto, their 
successors and assigns.

24. PARAGRAPH HEADINGS: Paragraph headings contained 
in this Agreement are for convenience only and shall not be 
considered for any purpose in governing, limiting, 
modifying, construing or affecting the provisions of this 
Agreement and shall not otherwise be given any legal 
effect.

25. CONSTRUCTION: This Agreement shall be construed 
in accordance with the laws of the State of New York, which 
shall be the sole jurisdiction for any disputes.

26. SEVERABILITY: The determination that any provision 
of this Agreement is invalid or unenforceable shall not 
invalidate this Agreement, and the remainder of this 
Agreement shall be valid and enforceable to the fullest 
extent permitted by law.

27. TIME OF THE ESSENCE: Time is of the essence of all 
parts of this Agreement.

28. ACCEPTANCE BY LICENSOR: This instrument, when 
signed by Licensee or a duly authorized officer of Licensee 
if Licensee is a corporation, shall be deemed an 
application for a license and not a binding agreement 
unless and until signed by a duly authorized officer of 
Licensor. The receipt and/or deposit by Licensor of any 
check or other consideration given by Licensee and/or the 
delivery of any material by Licensor to Licensee shall not 
be deemed an acceptance by Licensor of this application. 
The foregoing shall also apply to any documents relating to 
renewals or modifications hereof.

29. INTEGRATION: This Agreement, when fully executed, 
shall represent the entire understanding between the 
parties hereto with respect to the subject matter hereof 
and supersedes all previous representations, understandings 
or agreements, oral or written, between the parties with 
respect to the subject matter hereof.



30. SURVIVAL OF PROVISIONS: Paragraphs 2, 6, 7C, 8, 12, 13A, 
B, C, D, F, H, I, K, Q and R, 15, 17, 18, 19, 21, 22, 24, 25, 26, 
30 and 31 shall survive any termination or expiration of this 
Agreement.

31.  MISCELLEOUS: By signing below, Licensee acknowledges 
that this Agreement is for the term specified in Schedule D only 
and that neither the existence of this Agreement nor anything 
contained herein shall impose on Licensor any obligation to renew 
or otherwise extend this Agreement after expiration of the 
license period.
<PAGE>
                             	SCHEDULE A

LOGOS

The names, characters, symbols, designs, likenesses, visual 
representations and such other similar or related identifications 
(but such similar or related identifications must be approved in 
writing by Licensor in advance of use) of the following noted 
organizations in connection with the marketing, promotion and sale 
of that described in Schedule B hereof: (1) Major League Baseball 
Properties, Inc., (2) the American League, (3) the National League 
and (4) the following Clubs: Arizona Diamondbacks, Tampa Bay Devil 
Rays, Baltimore Orioles, Boston Red Sox, California Angels, Chicago 
White Sox, Cleveland Indians, Detroit Tigers, Kansas City Royals, 
Milwaukee Brewers, Minnesota Twins, New York Yankees, Oakland 
Athletics, Seattle Mariners, Texas Rangers, Toronto Blue Jays, 
Atlanta Braves, Chicago Cubs, Cincinnati Reds, Colorado Rockies, 
Florida Marlins, Houston Astros, Los Angeles Dodgers, Montreal 
Expos, New York Mets, Philadelphia Phillies, Pittsburgh Pirates, St. 
Louis Cardinals, San Diego Padres and San Francisco Giants and (5) 
All-Star Game, Division Series, League Championship Series, World 
Series, other names given to such games or events and other names 
given to other Major League Baseball playoff games, and (6) 
Pittsburgh Pirates/Roberto Clemente, and (7) the following stadia: 
Oriole Park at Camden Yards and Jacobs Field.

                              SCHEDULE B

LICENSED PRODUCT(S)

               ALL LICENSED PRODUCTS SHALL CONFORM TO LICENSOR'S 
                      THEN-CURRENT LABELING REQUIREMENTS

1. Baseballs made of synthetic white leather, and featuring current           
Major League Baseball players in uniform.

2. Baseballs made of synthetic white leather, and featuring printed Club 
Logos.

3. Sweatbands featuring color photographs of current Major League Baseball 
players in uniform and Logos pad Printed and sewn on band, available in 
pairs or individually, in either 3" or 5" sizes.

4. Baseballs made of synthetic white leather, and featuring embossed Logos 
in full color.

5. Baseballs made of synthetic white leather, and featuring the Oriole Park 
at Camden Yards Logo

6. Baseballs made of synthetic leather, and featuring the Jacobs Field 
Logo.

7. Baseballs made of synthetic leather, and featuring the Pittsburgh 
Pirates/Roberto Clemente Logo.

8. Baseballs made of synthetic white leather, and featuring printed or 
embossed Logos and packaged with a miniature baseball glove made of natural 
leather, neither of which is designed for play.

9. Baseballs made of synthetic white leather packaged with a mini-leather 
glove, and featuring a printed image of current Major League Baseball 
players in uniform.

10. Mini-gloves made of natural or synthetic leather, and featuring 
embossed Logos in the palm.

11. Baseballs made of synthetic dual-tone leather, and featuring printed 
Logos.

12. Baseballs made of synthetic leather, and featuring screen printed Minor 
League baseball club logos and the Logos of the Major League Baseball Clubs 
with which such Minor League baseball clubs are affiliated.

13. Baseballs made of synthetic leather in non-traditional colors, and 
featuring printed Logos.

14. Mini-leather baseballs, measuring 6 1/2" or less in circumference, and 
featuring printed Logos.

15. Mini-leather baseballs, measuring 6 1/2" or less in circumference. and 
featuring printed Logos in mini-leather glove.

16. Sweatbands featuring individual Club Logos on vinyl patches and sewn on 
band, available in pairs or individually in 5" sizes only.

Other than as noted in Schedule A No. 6 above, and in connection with 
Licensed Product No. 7 only, rights to utilize the players' names, 
likenesses and/or signatures are not granted under this Agreement. Licensee 
must present to Licensor written evidence of having obtained the proper 
authorization to utilize the players, names, likenesses and/or signatures.
<PAGE>

                               SCHEDULE C

LICENSED TERRITORY

I.   For Licensed Product Nos. 1-11 and 13-15

   The fifty United States of America, the District of Columbia, Puerto Rico 
   and U.S. territories and possessions, including U.S. military bases  
   worldwide.

II.  For Licensed Product No. 12

   The fifty United States of America, the District of Columbia and 
   Canada; provided, however, that Licensed Products bearing the Logos    
   of the Buffalo Bisons may not be distributed within a 75-mile radius  
   of North AmeriCare Park, Buffalo, New York, Licensed Products 
   bearing the Logos of the Carolina Mudcats may not be distributed  
   within a 100-nile radius of Five County Stadium, Zebulon, North 
   Carolina and Licensed Products bearing the Logos of the Toledo Mud  
   Hens may not be distributed within a 100-mile radius of Ned Skeldon 
   Stadium, Toledo, Ohio.

III. For Licensed Product No. 16

   Concession outlets located within the ballparks of the Clubs listed in 
   Schedule A only.

                               SCHEDULE D

LICENSE PERIOD

   January 1, 1997 - December 31, 1999

                               SCHEDULE E

COMPENSATION

   TOTAL GUARANTEED COMPENSATION: $750.000.00 

PAYABLE AS:

  	(i)  NON-RETURNABLE ADYANCE COMPENSATION due upon signing:
        $75,000.00

   (ii) REMAINDER 0F GUARANTEED COMPENSATION due as follows:

          	July 1, 1997         $ 75,000.00
           October 1, 1997 	    $ 50,000.00
           Total 1997 Guarantee $200,000.00
 	          
           January 1, 1998      $100,000.00 
           July 1, 1998         $100,000.00
           October 1, 1998      $ 50,000.00
           Total 1998 Guarantee $250,000.00
            
           January 1, 1999      $100,000.00
           July 1, 1999         $100,000.00
           October 1, 1999      $100,000.00
	          Total 1999 Guarantee $300,000.00

PERCENTAGE COMPENSATION:

For Licensed Product Nos. 1-4, 8-11, and 13-16:

   Nine percent (9%.) of net sales as defined in Paragraph 4B.

For Licensed Product Nos. 5 and 6:

   Twelve percent (12%) of net sales as defined in Paragraph 4B.

For Licensed Product No. 7:

   Fifteen (15%) of net sales as defined in Paragraph 4B.

For Licensed Product NO. 12:

   Six (6%) of net sales as defined in Paragraph 4B.

     In each of the above cases, Percentage Compensation shall be applied 
against Guaranteed Compensation payable in the same calendar year only, 
without carryover. Percentage Compensation attributable to premium sales of 
the Licensed Products shall not be applied against Total Guaranteed 
Compensation.

     IN WITNESS WHEREOF, the parties hereto have signed this Agreement:

MAJOR LEAGUE PROPERTIES, INC., as agent for the Clubs


By:   /s/ Ethan Orlinsky
      ---------------------------------
Date: April 15, 1997
      ---------------------------------

LICENSEE:  FOTOBALL USA, NC.

By:   /s/ Michael Favish
      ---------------------------------

Date: April 3, 1997
      ---------------------------------