December ll, l998


Mr. Michael Favish 
President 
Fotoball USA Inc. 
3738 Ruffin Road 
San Diego, CA 92123


                       Re: License Agreement No. ML-2329D


Dear Mr. Favish:

    This letter, when fully executed, shall formally amend 
License Agreement No. ML-2329D(the "License Agreement") between 
Major League Baseball Properties, Inc. ("Licensor") and 
Fotoball USA Inc. ("Licensee"), with respect to certain rights 
owned or controlled by Licensor, as agent for the Major League 
Baseball Clubs.

    By our mutual execution hereof:

    A.  As of January 1, 1997, the text of Schedule A, Logos is 
deleted in its entirety and replaced by the following:

        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, (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, San 
    Francisco Giants, (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) the following ballparks:  
    Oriole Park at Camden Yards and Jacobs Field.

    B.  As of January 1, 1997, the text of Schedule B, Licensed 
Product(s) No. 7 is deleted in its entirety and replaced by the 
following:

        7.  [INTENTIONALLY LEFT BLANK].

    C.  As of January 1, 1997, the text of the first unnumbered 
paragraph of Schedule B, Licensed Product(s) is deleted in its 
entirety and replaced by the following:

        No rights to utilize the names, likenesses and/or 
    signatures of any individuals (including, without limitation, 
    Major League Baseball players), are granted under this 
    Agreement. Licensee must present to Licensor written evidence 
    of having obtained the proper authorization to utilize any such 
    names, likenesses and/or signatures.

    D.  As of September 11, 1998, the text of Schedule B, Licensed 
Product(s) is amended to add the following:

        17. Baseballs made of synthetic leather, depicting 
    the names and likenesses of Mark McGwire and/or Sammy Sosa each 
    in uniforms bearing Club Logos, commemorating the breaking of 
    the single season home run record, and sold separately or in 
    sets with or without a miniature baseball glove.

    E.  As of January 1, 1999, the text of Schedule B, Licensed 
Product(s) is amended to add

        18. Oversized baseballs made of synthetic white 
    leather, featuring Club Logos and/or the names and likenesses 
    of current Major League Baseball players.

        19. Playground balls made of rubber, featuring Club 
    Logos and/or the names and likenesses of current Major League 
    Baseball players.

    F.  As of January 1, 1997, the text of Schedule C, Licensed 
Territory (I) is deleted in its entirety and replaced by the 
following:

        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.

    G.  As of September 11, 1998, the text of Schedule C, Licensed 
Territory (I) is deleted in its entirety and replaced by the 
following:

        I.  For Licensed Product Nos. 1-11, 13-15 and 17:<PAGE>

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

    H.  As of January 1, 1999, the text of Schedule C, Licensed 
Territory (I) is deleted in its entirety and replaced by the 
following:

        I.  For Licensed Product Nos. 1-11, 13-15 and 17-19:

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

    I.  As of January 1, 1997, the text of the "For Licensed 
Product No. 7" portion of Schedule E, Percentage Compensation 
is deleted in its entirety.

    J.  As of September 11, 1998, the text of Schedule E, 
Percentage Compensation, is deleted in its entirety and 
replaced by the following:

        For Sales of Licensed Product Nos. 1-4, 8-11 and 13-16 in 
         Calendar Year 1998:

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

        For Sales of Licensed Product Nos. 1-4, 8-11 and 13-16 in 
         Calendar Year 1999:

            Eleven percent (11%) 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. 12:

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

        For Licensed Product No. 17:

            Five percent (5%) of net sales as defined in Paragraph 4B.

    K.  As of January 1, 1999, the text of Schedule E, Percentage 
Compensation, is amended to add the following:

        For Licensed Product Nos. 18 and 19:

            Eleven percent (11%) 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.

        For purposes of this Agreement, a "sale" shall be 
    deemed to have occurred at the earlier of when invoiced by 
    Licensee or when shipped by Licensee

        Except as noted above, the License Agreement and all 
    its terms and conditions shall continue to govern our 
    relationship. Please show concurrence with the above by signing 
    both copies and returning them to my attention. Upon final 
    execution, one copy will be sent to you for your files.

    This letter shall have no legal effect unless and until signed 
by all parties noted below.

AGREED AND ACCEPTED:

MAJOR LEAGUE BASEBALL PROPERTIES, INC.

BY:/s/ Howard Smith
   -----------------------------

TITLE: V.P. Licensing
      --------------------------

DATE:   1/13/99
      --------------------------

FOTOBALL USA, INC.

BY:/s/ Michael Favish
   -----------------------------
TITLE: President & CEO
       -------------------------
DATE:  1/11/99
       -------------------------

cc: Lisa Morales - MLBP