NFL PROPERTIES, INC. LICENSE AGREEMENT

                     National Football League Properties, Inc.
                     280 Park Avenue, New York, New York 10017
                     Area Code (212) 450-2000 FAX (212) 681-7599

                           LICENSING AGREEMENT TERM SHEET

Licensee:       Fotoball USA, Inc.          Date:      April 14, 1998
Address:        3738 Ruffin Rd.             No.:       300-440190-514
                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. 2327:

MARKETING PROGRAM:      NFL Collectibles

             TERM:      April 1, 1998 - March 31, 2000

        TERRITORY:      The United States and Military bases

LICENSED PRODUCTS:      TEAM LOGO FOOTBALLS; PLAYERS PICTURED FOOTBALLS;
                        FULL SIZE LIMITED EDITION TEAM/PLAYER AND
                        COMMEMORATIVE FOOTBALLS (GENUINE ANTIQUE LEATHER AND
                        SYNTHETIC DISTRESSED LEATHER.

FISCAL YEAR                    LICENSED PRODUCT               ROYALTY %
-----------                    -----------------            -----------
YEAR I   4/1/98 - 3/31/99    5639  TEAM LOGO FOOTBALLS           10%
                             9201  PLAYER PICTURED FOOTBALLS     10%
                             51593 LIMITED EDITION FOOTBALLS     10%

YEAR II  4/1/99 - 3/31/00    5639  TEAM LOGO FOOTBALLS           10%
                             9201  PLAYER PICTURED FOOTBALLS     10%
                             51593 LIMITED EDITION FOOTBALLS     10%

FISCAL YEAR                    MINIMUM GUARANTEE                ADVANCE
-----------                   -----------------               -----------
YEAR I   4/1/98 - 3/31/99         $50,000                       $30,000

YEAR II  4/1/99 - 3/31/00         $65,000                       $35,000

AUTHORIZED BRANDS FOR 
LICENSED PRODUCT(S):     FOTOBALL USA

LICENSED MARK(S) FOR 
LICENSED PRODUCT(S):     Marketing Program logo, Club Marks and the following
                         League Marks: "National Football League", "NFL",
                         "National Football Conference", "American Football
                         Conference", "NFC", "AFC". 

DISTRIBUTION CHANNELS 
FOR LICENSED PRODUCT(S): Department Stores, Direct Retailers, Distribution,
                         Discount Stores, Fan Shops, Grocery Stores,
                         Sporting Goods Store, Specialty Stores, Gift/Flower
                         Shops, Hobby Stores, Military Bases, Stadium Shop/
                         Stadium Concessionaires.

RENEWAL REQUEST DATE:    October 1, 1999


COOPERATIVE FUND:

FISCAL YEAR          PROGRAM        PAYMENT      PAYMENT DUE DATE(S)
------------         -------        --------     --------------------
YEAR I            NFL Collectibles   $2,500      To be determined by NFLP

YEAR II           NFL Collectibles   $2,500      To be determined by NFLP


PROMOTIONAL PRODUCTS:

FISCAL YEAR           LICENCED PRODUCTS
-----------           -----------------

YEAR I                Ten (10) Units of each Product upon request

YEAR II               Ten (10) Units of each Product upon request

ADVERTISEMENTS: N/A

SPONSORSHIP: N/A

ADDITIONAL TERMS:

Responsibility for obtaining rights to use player names and player 
likenesses is solely that of Licensee.

                  National Football League Properties, Inc.
                  280 Park Avenue, New York, New York 10017
                  Area Code (212) 450-2000 FAX (212) 681-7599

                               Retail Licensing Agreement

Licensee:  FOTOBALL USA, INC.                Date:       April 14, 1998
Address:   3738 Ruffin Road                  NO.         300-440190-514
           San Diego, CA 92123               Lic. No(s): 2327


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 OR Term Sheets 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 the greater Licensee's invoiced selling price 
or Licensee's normal domestic wholesale warehouse price or, in the case 
of Direct Retailer sales by Licensee only, the retail price less sales 
derived from returns received and credited and less reasonable quantity 
discounts as actually calculated on the invoices provided that the 
total returns in any Fiscal Year in which Licensee desires to deduct 
quantity discounts from Net Sales may not exceed ten percent (10%) of 
Net Sales for the corresponding Fiscal Year without NFLP's prior 
written consent 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.  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. Licensee is prohibited from 
selling Licensed Products F.O.B. outside the Territory without the 
prior written approval of NFLP.

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.  Unless otherwise indicated on the Term Sheet, Licensee 
shall have no right to distribute the Licensed Products directly to 
consumers as a Direct Retailer or otherwise.  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 the Term 
Sheet assigns a per-product Advance Royalty Payment and Minimum Royalty 
Guarantee, then Licensee may only credit the Advance Royalty Payment 
for such product and Royalty payments from the sales of such product 
toward the corresponding Minimum Royalty Guarantee for such product in 
the corresponding 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 each 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.  
Licensee shall ensure that it submits all proposed Promotional 
Materials and any modifications to previously approved Promotional 
Materials to NFLP in a timely fashion that will ensure NFLP has 
adequate time to review such materials prior to the date of their 
proposed use by Licensee.  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 shall have no right to use any screen printer in 
connection with manufacturing of any Licensed Products, 
including, without limitation, "hot Market" and Super Bowl 
products, without NFLP's prior written consent.  In the event of 
such consent, Licensee shall have no right to sell the Licensed 
Products to such approved screen printer without the separate 
written consent of NFLP.  In the event of such separate consent, 
Licensee shall calculate Royalty payments for Licensed Products 
sold to screen printers based on Net Sales of the Licensed 
Products calculated on the sales made by the screen printer to 
parties in the Distribution Channels.  Licensee acknowledges that 
it will remain primarily obligated to NFLP under this license 
notwithstanding NFLP's approval of a screen printer and that 
Licensee shall take all necessary efforts to ensure that any 
approved screen printer complies with all applicable terms and 
conditions of this License. 


c.  Licensee must receive NFLP's prior written consent to use a domestic
or foreign third party distributor of any Licensed Product.  If the 
Licensed Products consist of headwear or apparel, Licensee may only use 
those third party distributors that NFLP has approved for all NFL 
apparel and headwear licensees.  For purposes of this License, a third 
party distributor shall mean any third party who purchases Licensed 
Products from Licensee , ships such products to retailers and invoices 
retailers directly  ("Third Party Distributor")  Licensee shall ensure 
that any of its sales representatives for the Licensed Products shall 
not produce, inventory, warehouse or distribute any of the Licensed 
Products.  NFLP shall have the right to approve or disapprove any Third 
Party Distributor in its sole discretion.  Licensee acknowledges that 
it will remain primarily obligated to NFLP under this License 
notwitholding NFLP's approval of a Third Party Distributor and that 
Licensee shall take all necessary efforts to ensure that any approved 
Third Party Distributor complies with all applicable terms and 
conditions of this License including, without limitation, providing 
such Third Party Distributor with instructions relating to the 
distribution of the Licensed Products and the authorized Distribution 
Channels for the Licensed Products.  If an approved Third Party 
Distributor engages in conduct that would be a breach of this License 
if Licensee engaged in such conduct, Licensee shall fully cooperate 
with NFLP to ensure that such conduct ceases promptly.

d.  Licensee must receive NFLP's prior written consent to use a 
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 Manufacturer in its sole discretion.  NFLP's 
approval of any 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.

e. Licensee shall have no right o use any sublicensee for any Licensed 
Product without the prior written approval of NFLP.  For purposes 
of this License, a sublicensee shall mean any third party that 
manufactures any Licensed Product, ships such to retailers and 
invoices retailers directly ("Sublicensee").  Licensee acknowledges 
that it will remain primarily obligated to NFLP under this License 
notwitholding NFLP's approval of a Sublicensee and that Licensee 
shall take all necessary efforts to ensure that any approval 
Sublicensee and that any approved sublicensee complies with all 
terms and conditions of this License.  If an approved Sublicensee 
engages in conduct that would be a breach of this License if 
Licensee engaged in such conduct, Licensee shall fully cooperate 
with NFLP to ensure that such conduct ceases promptly.

f.  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.

g.  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.

h.  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 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.  Licensee hereby 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 and to execute 
necessary documents.

c.  Licensee shall only display or use the Licensed Marks in the form 
and manner that NFLP has specifically approved in writing.  At NFLP's 
direction,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, 
    (ii)  Copyright Notices as directed and specified by NFLP;
    (iii) The Marketing Program symbol as directed by NFLP;
    (iv)  Hangtags, inserts, the Officially Licensed Product holograms
          labels or hangtag, which must be used on all Licensed Products,
          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.  Licensee 
acknowledges that NFLP's approval of any Licensed Product pursuant 
to Paragraph 4 of this License or Promotional Materials or 
promotional concepts pursuant to Paragraph 5 of this License shall 
not relieve License of its indemnification obligations under the 
Paragraph.

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 (ii) 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 NFLP's request, Licensee shall provide NFLP with a statement 
from an independent certified public accountant attesting to Licensee's 
solvency.  For the purposes of this License, "solvency" shall mean that 
Licensee's is able to pay its obligations as they become due in the 
regular course of business.

b.  On or before the 15th day of each month, Licensee shall provide 
NFLP with Licensee's Fiscal Year projections for sales and income for 
the Licensed Products.  Upon request by NFLP, Licensee shall provide 
NFLP with a list ranking its License Products sales by retailer and/or 
Third Party Distributors for its top twenty-five (25) retail accounts 
or by retail account comprising seventy-five (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.

c.  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 
or when Licensee's learns of the possibility of such a change, 
whichever is sooner, including, but not limited to, any possible 
adverse material change in Licensee's ability too make timely payments 
or keep accurate records due to any inability to process date/time data 
from, into or between the twentieth and twenty-first centuries.  

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 NFLP 
the amount of any additional costs beyond the cost of the audit 
incurred by NFLP due to a change in an audit date scheduled by NFLP 
made at Licensee's request.  Licensee shall pay NFLP 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 or fails to 
generate Net Sales on any Licensed Product with a separate Minimum 
Royalty Guarantee satisfying the corresponding per-product 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, transferring, granting a security interest in the Licensed 
Product or otherwise encumbering the License or prior to using a Third 
Party Manufacturer or Third Party Distributor, Sublicensee, or screen 
printer or any approved Third Party Manufacturer or Third Party 
Distributor,  Sublicensee, or screen printer engages in conduct that 
would entitle NFLP to terminate the License if Licensee had engaged in 
such conduct;

h.  Any sales representative of Licensee produces, inventories, 
warehouses or distributes any of the Licensed Products;

i.  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;

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

k.  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;

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

m.  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;

n.  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;

o.  Licensee fails to comply with any applicable federal, state or 
local law or regulation in connection with this License.

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

q.  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 applicable, listed on the Term Sheet or 
Term Sheets 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 shall not take any orders for Licensed Products that 
will be shipped after the expiration of the License or any Sell-Off 
Period, if applicable, at any trade show or otherwise unless NFLP has 
notified Licensee in writing that NFLP will renew the License.  
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 Senior Vice 
President of the Consumer Products 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.  Nothing in this paragraph will relieve NFLP of its 
obligation under Paragraph 12c of the License.

30. Public or Private Offering

    Licensee shall not refer to this License or NFLP, the NFL or its 
Member Clubs or affiliates in any public or private offering, or other 
securities or financing document, without NFLP's prior written consent 
and then only on such conditions as NFLP deems appropriate in it 
discretion.

31. Multiple Term Sheets

    In the event that this License has multiple Term Sheets attached to 
it, the terms and conditions of this License will apply to each 
Individual Term Sheet.

32. 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.

33. 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/Carl E. Francis                          Date: 10/26/98
           ------------------------------------        ---------------
           (Signature of officer, partner or 
            individual duly authorized to sign) 

Title:     Senior Vice President 
           ----------------------

NATIONAL FOOTBALL LEAGUE PROPERTIES, INC.

By:        /s/                                         Date: 11/16/98
           ------------------------------------        --------------
           (Signature of officer, partner or
            individual duly authorized to sign)

Title:     Senior Vice President Business Affairs
           ---------------------------------------<PAGE>

                                   EXHIBIT I

                             DISTRIBUTION CHANNELS


The following definitions shall apply to this License:

1.  Airport/Hotel Shop: A separate retail store located in an airport 
or hotel.

2.  Amusement/Convenience Venues: Restaurants. convenience stores, gas 
stations, car and truck slaps, amusement venues, recreation centers and 
any other business venue in which the sale of the Licensed Products 
would constitute a subsidiary business excluding Stadium Shops/Stadium 
Concessionaires as defined below. 

3.  Automotive Store: A retail store that carries as its primary 
retail items automotive supplies.

4.  Book Store: A retail store that carries as its primary items books 
and periodicals. Examples include, without limitation, Walden 
Books, and Barnes and Nobles.

5.  Card/Party Shop: A retail store that carries as its primary retail 
items cards or party products. Examples include, without limitation, 
Hallmark Stores.

6.  Computer/Electronic Stare: A retail store that carries as its 
primary retail items computers, software, and computer accessories or 
electronic equipment and appliances.  Examples include, without 
limitation, CompUSA and Computer City.

7.  Computer On-line: Licensee, and no other organization. making the 
Licensed Product available for sale to consumers on the Internet or 
through a computer on-line service provided that the Licensed Products 
are physically shipped to consumers by traditional methods and not 
distributed electronically on-line or via the Internet. 

8.  Craft Store: A retail store that carries as its primary retail 
items arts and crafts supplies.

9.  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, JC Penney, 
Boscov's, Sears, May Co., Federated Group, Carson Pirie Scoft, Dayton 
Hudson, Bon Ton, Belks, Strawbridge & Clothier, Jacobson and 
Bloomingdales.

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

11. 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.

12. Distributors: Defined as Third Party Distributors in Paragraph 9c 
of the License.

13. 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.

14. 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.

15. 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, FootAction, and Athletes Foot.

16. Fund Raising: An organization, including Licensee, that markets 
products through various channels such as schools for the purpose of 
raising money for educational or charitable causes. NFLP must approve 
each educational or charitable cause.

17. Galley: A retail store that carries as its primary retail item 
artwork.

18. Gift/Flower Shop: A retail atom that carries as its primary retail 
items gifts, novelties or flowers.

19. 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.

20. Hardware Store: A retail store that carries as its primary retail 
items hardware products. Examples Include, without limitation, True 
Value, Ace and Home Depot.

21. Hobby Store: A retail store that carries as its primary retail 
Item collectible products.

22. Home Specialty Store: A retail store that carries as its primary 
retail items furniture and home products.  Examples include, without 
limitation, Home Place, Linens 'N Things, and Bed Bath and Beyond.

23. Jewelry Store: A retail stare that carries as its primary retail 
item jewelry.  Examples include, without limitation, Adler Jewelers.

24. Membership Club/Warehouse Store: A retail store that markets 
products to members only. BJ's Wholesale Club.

25. Military Base: The domestic military bases of the United States.

26. Office Supply: A retail store that carries as its primary retail 
items office supply. .  Examples include, without limitation, Office 
Max and Staples.

27. 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.

28. Stadium Shop/Stadium Concessionaires: A retail or vendor that 
carries as its primary retail item Licensed Products of the NFL and is 
located at the training facilities or stadium of a Member Club.

29. Toy/Children's Store: A retail store that carries as its primary 
retail items toys and/or children's apparel. Examples include, without 
limitation, Toys'R Us, Kids'R Us, and Babies'R Us.