FRED OSTERN EMPLOYMENT AGREEMENT

          This EMPLOYMENT AGREEMENT (the "Agreement") is effective as of
January 1, 1996 by and between Fotoball USA, Inc., a Delaware corporation
(the "Company"), and Fred S. Ostern ("Employee").

                              W I T N E S S E T H :

          WHEREAS, Employee is currently serving as the Vice President of
Marketing of the Company pursuant to an Exclusive Services Agreement between
Company and the Eastwoods Group, Inc., a California Corporation, which
provides, among other things, that the Eastwoods Group shall lend the
exclusive services of Employee to Company during the term of the Exclusive
Services Agreement;

          WHEREAS, the Company desires to contract directly with Employee as
Vice President of Marketing of the Company, and Employee desires to contract
directly for such employment, upon the terms set forth in the Agreement;

          NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration, the adequacy
and receipt of which are hereby acknowledged, the parties agree as follows:

1. EMPLOYMENT.  

    (a)  The Company hereby employs (the "Employment") Employee as the Vice
         President of Marketing of the Company.  Employee's  responsibilities
         shall be as follows:

        (i)  to utilize the Company's products and expertise, and the Company's
             and the Employee's relationships with the sports community and the
             corporate community and the Company's production sources, to
             develop sports-related and non-sports related products (including
             toys and other collectibles) and promotions that enhance corporate
             America's ability to reach its customer base,

        (ii) to expand the Company's premium marketing activities into
             additional geographical and other areas, including overseas and

       (iii) to contribute to the development and execution of the overall
             marketing strategy of the Company. Employee shall report to the
             President and Chief Executive Officer of the Company.
             Employee hereby accepts the Employment and agrees to render
             such services, perform such duties and exercise such supervision,
             guidance and powers, and such additional services, duties or
             powers as may be agreed on by Employee and President and Chief
             Executive Officer of the Company, to, for and with respect to
             the Company, for the period and upon the terms set forth in this
             Agreement. 

    (b)  Employee shall devote substantially all of his business time and
         attention to the business and affairs of the Company consistent with
         his position with the Company, except for vacations permitted
         pursuant to Section 3.5 and Disability (as defined in Section 6.2).
         This Agreement shall not be construed as preventing Employee from
         engaging in charitable and community affairs, or giving attention to
         his passive investments, provided that such activities do not
         interfere with the regular performance of his duties and
         responsibilities under this Agreement.

2. TERM.
         Except as otherwise specifically provided in Section 6 below, the
         term of this Agreement (the "Term") shall commence effective as of
         January 1, 1996 and shall continue until December 31, 1998, subject
         to the terms and conditions of this Agreement.

3. COMPENSATION
             
         3.1 Base Salary.

           Employee shall be paid a base salary (the "Base Salary") at an
           annual rate of one hundred fifty thousand dollars ($150,000),
           payable on a semi-monthly basis, on the first and fifteenth on
           each month.  The Base Salary shall be reviewed by the Board of
           Directors of the Company (the "Board") on or before January 1 of
           each year during the Term, with such reviews to commence prior
           to such date, and shall be subject to increase in the discretion
           of the Board, taking into account merit, corporate and individual
           performance and general business conditions.  Such increase, if
           any, in Employee's Base Salary shall be effective on January 1
           of each year during the Term commencing in 1997.

         3.2 Annual Cash Bonus.

           (a) In addition to the Base Salary, Employee shall be entitled
           to annual bonus compensation ("Annual Bonus Compensation") based
           on Employee's contribution to overhead and profit (the "Ostern
           Contribution") of the Company.  The Ostern Contribution shall
           be equal to (i) the gross annual sales of the Company
           (including sales generated by any subsidiary or affiliate of the
           Company which may be acquired or formed on or after January 1,
           1996 in which the Company has the then-current right to vote
           more than 50% of the capital stock) produced by Employee or in
           which Employee is instrumental in obtaining the contract and/or
           purchase order under which such sales are generated (collectively,
           such annual sales shall be referred to herein as "Ostern Gross
           Annual Sales"), (ii) less (A) sales returns, allowances and
           discounts attributable to Ostern Gross Annual Sales (other than
           allowances and discounts due to bad debts); (B) the cost of
           sales (not including commissions, marketing expenses and general
           and administrative expenses) and royalties expenses incurred
           by the Company for Ostern Gross Annual Sales; (C) any costs
           incurred by the Company as a direct result of ongoing customer
           requests that directly result in a change of estimate (as opposed
           to production errors) for Ostern Gross Annual Sales; and (D)
           costs directly resulting from the negligence or mismanagement
           of Employee or those subordinates under his direct supervision
           or control (costs directly resulting from the negligence or
           mismanagement of the Company (other than Employee or his
           referenced subordinates) will not be deducted from the Ostern
           Gross Annual Sales.  Attached as Exhibit A is an example of the
           calculation of the Annual Bonus Compensation.  Sales, cost of
           sales, royalties expenses and receivables, as referred to in this
           Agreement, shall be calculated in the same manner as such
           categories are prepared in connection with the Company's federal
           securities law filings of its quarterly and annual financial
           statements.

           (b) The Annual Bonus Compensation shall be based on the
           following formula:
                     
   Ostern                       Annual Bonus              Aggregate Annual Bonus
Contribution ($)         (% of the Ostern Contribution)   Compensation Range ($)
-----------------       -------------------------------- -----------------------
  0 - 1,000,000                   None                               None
1,000,001 - 5,000,000              9                             0 - 360,000
5,000,001 - 10,000,000             10                        360,000 - 860,000
10,000,001 - 15,000,000            11                       860,000 - 1,410,000
15,000,001 - 20,000,000            12                      1,410,000 - 2,010,000
20,000,001 - 25,000,000            13                     2,010,000 - 2,660,000
25,000,001 and above               14                     2,660,000 and above

Except as set forth in Section 6.3 hereof, the Annual Bonus Compensation for
any fiscal year of the Company shall be calculated quarterly on the accrual
basis of accounting and shall be payable in a lump sum to Employee within
thirty (30) days after the end of each fiscal quarter; provided, however,
that, if any portion of the Annual Bonus Compensation payable to Employee for
any fiscal quarter is represented by a receivable in excess of $1,000,000
that is not collected within thirty (30) days after the end of such fiscal
quarter, the Company shall have the right to delay payment of the Annual
Bonus Compensation which is attributable to the uncollected receivable for
such fiscal quarter until seven (7) days after such receivable is collected
by the Company but in no event shall the Company delay payment for more than
120 days after the invoice relating to such receivable is issued.  If the
receivable is paid in one or more payments, the Company shall pay to Employee,
within seven (7) days of receipt of such payment, a pro-rata portion of the
Annual Bonus Compensation which is attributable to the payment received.


           (c) Employee shall document each job proposal to be included
           in the Ostern Contribution by a bid sheet in the form of Exhibit B
           that briefly describes the job, denotes the estimated cost of the 
           job by cost category and the price to be charged to the customer 
           and shows such other information necessary, in the determination
           of senior management of the Company (other than Employee), for 
           senior management to review each job proposal.  Prior to the 
           delivery by Employee of a formal price quotation for the job to 
           the customer, Employee shall received the written approval of a 
           representative of senior management (other than Employee).

         3.3 Chevron Cash Bonus.

           In addition to the Base Salary and Annual Bonus Compensation,
           Employee shall be entitled to a one-time cash bonus (the "Cash
           Bonus") with respect to the Chevron model car program which is
           currently scheduled for shipment during the second quarter of
           1996 (the "Program") in an amount equal to .331565% of the gross
           invoice amount of the shipment; provided, however, that the Cash
           Bonus shall not exceed thirty thousand dollars ($30,000) in the
           aggregate.  Notwithstanding any provisions contained in Section
           3.2(b), the Cash Bonus shall be payable in a lump sum to Employee
           within thirty (30) days after the shipping and invoicing of the
           Program.

         3.4 Employee Benefits.

           In addition to the Base Salary and the Bonus Compensation,
           Employee shall be entitled (i) to continue to receive the fringe
           benefits now provided by the Company (which the Company intends to
           memorialize in an employee manual,  as such manual may be amended
           from time to time) in addition to any additional benefits hereafter
           provided to its executive officers, including, but not limited to,
           life, hospitalization, surgical, major medical and disability
           insurance (other than under the Company's supplementary disability
           plan) and sick leave, (ii) to be a full participant in all of the
           Company's other benefit plans, pension plans, retirement plans and
           profit-sharing plans which may be in effect from time to time or
           may hereafter be adopted by the Company, (iii) to receive, for the
           purchase and maintenance of a disability policy by Employee, an
           amount equal to $5,000 per year, payable quarterly, and (iv) to
           costs and expenses for the maintenance, including insurance, and
           operation of Employee's automobile in an amount equal to $500.00
           per month. Employee hereby waives his right to participate in the
           Company's supplementary disability plan.
           
         3.5 Vacation.

           During the Term, Employee shall be entitled to such vacation with
           pay during each calendar year of his Employment hereunder consistent
           with his position as an executive officer of the Company, but in no
           event less than three (3) weeks in any such calendar year (pro-rated
           as necessary for partial calendar years during the Term).  Such
           vacation may be taken, in Employee's discretion, at such time or
           times as are not inconsistent with the reasonable business needs of
           the Company.  Employee shall not be entitled to any additional
           compensation in the event that Employee, for whatever reason, fails
           to take such vacation during any year of his Employment hereunder.
           Employee shall also be entitled to all paid holidays given by the
           Company to its executive officers.


4. INDEMNIFICATION.

         Employee shall be entitled at all times to the benefit of the
         maximum indemnification and advancement of expenses available from
         time to time under the laws of the State of Delaware.

5. EXPENSES.

         During the Term, the Company shall reimburse Employee, on a monthly
         basis, upon presentation of appropriate vouchers or receipts in
         accordance with the Company's expense reimbursement policies for
         executive officers, for all reasonable out-of-pocket expenses
         incurred or expended by Employee in connection with the performance
         of his duties under this Agreement.  Such reimbursement shall occur
         with 5 days after Employee presents such monthly documentation.


6. CONSEQUENCES OF TERMINATION OF EMPLOYMENT.

         6.1 Death.

           In the event of the death of Employee during the Term, Employee's
           employment hereunder shall be terminated as of the date of his
           death and Employee's designated beneficiary, or, in the absence of
           such designation, the estate or other legal representative of
           Employee (collectively, the "Estate") shall be paid, Employee's
           unpaid Base Salary (calculated through the end of the month in
           which the death occurs) and Annual Bonus Compensation (based upon
           the Projects represented in the Ostern Contribution which are in
           process or invoiced on the date of death) paid as set forth in
           Section 3.2(b). The Estate shall be entitled to all other death
           benefits in accordance with the terms of the Company's benefit
           programs and plans.


         6.2 Disability.

           In the event Employee shall be unable to render the services or
           perform his duties hereunder by reason of illness, injury or
           incapacity (whether physical, mental, emotional or psychological)
           (any of the foregoing shall be referred to herein as a "Disability")
           for a period of either (i) ninety (90) consecutive days or (ii) one
           hundred eighty (180) days in any consecutive three hundred sixty-five
           (365) day period, the Company shall have the right to terminate this
           Agreement by giving Employee ten (10) days prior written notice.
           If Employee's Employment hereunder is so terminated, Employee shall
           be paid, in addition to payments under any disability insurance
           policy in effect, Employee's unpaid Base Salary (calculated through
           the end of the month in which the termination occurs) and Annual
           Bonus Compensation (based upon the Projects represented in the
           Ostern Contribution  which are in process or invoiced on the date
           of termination) paid as set forth in Section 3.2(b).


         6.3 Termination of Employment of Employee by the Company for Cause.

           (a) Subject to Section 6.3(b), nothing herein shall prevent the
               Company from terminating Employee's Employment for Cause (as
               defined below).  From and after the date of such termination,
               except as set forth in this Section 6.3 Employee shall no longer
               be entitled to receive Base Salary or Annual Bonus Compensation
               and the Company shall no longer be required to pay premiums
               on any life insurance or disability policy for Employee.
               Subject to the Company's right to set off against annual bonus
               compensation, to the extent actual damages or losses can be
               established or are incurred by the Company to the date of
               set-off, Employee shall be paid Base Salary to the date of
               termination and Annual Bonus Compensation (based upon the
               Projects represented in the Ostern Contribution which are in
               process or invoiced on the date of termination) paid as set
               forth in Section 3.2(b).  Any rights and benefits which Employee
               may have in respect of any other compensation or any employee
               benefit plans or programs of the Company, whether pursuant to
               Section 3.4 or otherwise, shall be determined in accordance with
               the terms of such other compensation arrangements or plans or
               programs.  The term "Cause," as used herein, shall mean that:
               (i) Employee shall embezzle funds or misappropriate other
               property of the Company or any subsidiary; or (ii) Employee
               shall willfully disobey a lawful directive of the Board, whether
               through commission or omission; or (iii) Employee shall breach
               the Agreement in a material manner or engage in fraudulent
               conduct as regards the Company.

           (b) The Company shall provide Employee with written notice stating
               that it intends to terminate Employee's Employment for Cause
               under this Section 6.3 and specifying the particular act or acts
               on the basis of which the Board intends to so terminate
               Employee's Employment.  Employee shall then be given the
               opportunity, within fifteen (15) days of his receipt of such
               notice, to have a meeting with the Board to discuss such act or
               acts (other than with respect to an action described in Section
               6.3(a)(i) above as to which the Board may immediately terminate
               Employee's Employment for Cause).  Other than with respect to an
               action described in Section 6.3(a)(i) above, Employee shall be
               given seven (7) days after his meeting with the Board to take
               reasonable steps to cease or correct the performance (or
               nonperformance) giving rise to such written notice.  In the
               event Board determines that Employee has failed within such
               seven-day period to take reasonable steps to cease or correct
               such performance (or nonperformance), Employee shall be given
               the opportunity, within ten (10) days of his receipt of written
               notice to such effect, to have a meeting with the Board to
               discuss such determination.  Following that meeting, if the
               Board believes that Employee has failed to take reasonable steps
               to cease or correct his performance (or nonperformance) as
               above described, the Board may thereupon terminate the
               Employment of Employee for Cause.


         6.4 Termination of Employment at End of Term.

           If this Agreement is not renewed by the Company and Employee at
           the expiration of the Term, as consideration for the agreements
           and covenants of Employee set forth in Section 8 hereof, the
           Company shall pay Employee a severance and non-competition payment
           equal to the Annual Bonus Compensation earned by Employee in each
           fiscal year of the Company after the expiration of the Term, based
           on the projects represented in the Ostern Contribution which are
           in process or invoiced on the last day of the Term.  Such severance
           and non-competition payment shall be calculated quarterly on the
           accrual basis of accounting and shall be payable in a lump sum to
           Employee within thirty (30) days after the end of each fiscal
           quarter of the Company; provided, however, that, if any portion of
           the Annual Bonus Compensation payable to Employee for any fiscal
           quarter is represented by a receivable in excess of $1,000,000 that
           is not collected within thirty (30) days after the end of such
           fiscal quarter, the Company shall have the right to delay payment
           of the Annual Bonus Compensation which is attributable to the
           uncollected receivable for such fiscal quarter until seven (7) days
           after such receivable is collected by the Company but in no event
           shall the Company delay payment for more than 120 days after the
           invoice relating to such receivable is issued.  If the receivable
           is paid in one or more payments, the Company shall pay to Employee,
           within seven (7) days of receipt of such payment, a pro-rata
           portion of the Annual Bonus Compensation which is attributable to
           the payment received.

7. CONFIDENTIAL INFORMATION.

         7.1 Employee covenants and agrees that he will not at any time,
           either during the Term or thereafter, use, disclose or make
           accessible to any other person, firm, partnership, corporation
           or any other entity any Confidential Information (as defined
           below) pertaining to the business of the Company except (i)
           while employed by the Company, in the business of and for
           the benefit of the Company or (ii) when required to do so by a
           court of competent jurisdiction, by any governmental agency
           having supervisory authority over the business of the Company,
           or by any administrative body or legislative body (including a
           committee thereof) with jurisdiction to order the Company to
           divulge, disclose or make accessible such information.  For
           purposes of this Agreement, "Confidential Information" shall
           mean non-public information concerning the Company's financial
           data, statistical data, strategic business plans, product
           development (or other proprietary product data), customer and
           supplier lists, customer and supplier information, information
           relating to practices, processes, methods, trade secrets,
           marketing plans and other non-public, proprietary and
           confidential information of the Company; provided, however,
           that Confidential Information shall not include any information
           which (x) is known generally to the public other than as a
           result of unauthorized disclosure by Employee, (y) becomes
           available to Employee on a non-confidential basis from a source
           other than the Company or (z) was available to Employee on
           a non-confidential basis prior to its disclosure to Employee
           by the Company. It is specifically understood and agreed by
           Employee that any Confidential Information received by Employee
           during his Employment by the Company is deemed Confidential
           Information for purposes of this Agreement.  In the event
           Employee's Employment is terminated hereunder for any reason,
           he immediately shall return to the Company all Confidential
           Information in his possession.

         7.2 Employee and the Company agree that this covenant regarding
           Confidential Information is a reasonable covenant under the
           circumstances, and further agree that if, in the opinion of any
           court of competent jurisdiction, such covenant is not reasonable
           in any respect, such court shall have the right, power and
           authority to excise or modify such provision or provisions of
           this covenant as to the court shall appear not reasonable and
           to enforce the remainder of the covenant as so amended. Employee
           agrees that any breach of the covenant contained in this Section 7
           would irreparably injure the Company.  Accordingly, Employee
           agrees that the Company, in addition to pursuing any other
           remedies it may have in law or in equity, may obtain an injunction
           against Employee from any court having jurisdiction over the
           matter, restraining any further violation of this Section 7.

8. NON-COMPETITION; NON-SOLICITATION.

         8.1 Employee agrees that during the Non-Competition Period
           (as defined in Section 8.4 below), without the prior written
           consent of the Company: (i) he shall not be a principal, manager,
           agent, consultant, officer, director or employee of, or, directly
           or indirectly, own more than one (1%) percent of any class or
           series of equity securities in, any partnership, corporation or
           other entity, which, now or at such time, has material operations
           which are engaged in any business activity competitive (directly
           or indirectly) with the business of the Company; and (ii) he shall
           not, directly or indirectly, have any business dealings or contact
           with any entities that were suppliers or customers of the Company
           during the Term or sell any products sold by the Company during
           the Term; provided, however, that Employee may act as an
           independent sales representative in soliciting premium promotions
           with respect to product categories sold by the Company during the
           Non-Competition Period so long as Employee first offers the
           Company the opportunity to produce and/or sell the premium
           promotions on commercially reasonable terms and conditions, with
           gross margins to be not less than gross margins received by the
           Company from projects included in the Ostern Contribution during
           the last year of the Term unless market conditions dictate that
           reasonable adjustments are appropriate at the time such promotions
           are presented to the Company.  The Company shall, in its sole
           and absolute discretion, accept or reject any premium promotion
           offered by Employee to the Company pursuant to this Section 8.1
           within a reasonable period of time.  Employee may, as an
           independent sales representative, contact, negotiate and deal
           with those persons or other entities which have been customers of
           the Company and which could be deemed to be competitors of the
           Company for purposes of Section 8.1(i), and those persons and
           entities referenced in Section 8.1(ii), in order to facilitate
           negotiation and preparation of contracts to produce and/or sell
           premium promotions to be first offered to the Company.  Such
           contact and negotiations shall not violate this Non-Competition/
           Non-Solicitation provision.  If the Company does not accept the
           proposed offer within a reasonable time, Employee may offer the
           premium promotion to any person or entity whatsoever, without
           violating this Non-Competition/Non-Solicitation provision, but
           only on the same terms and conditions as first offered to the
           Company.  If the Company accepts any premium promotion offered
           to the Company by Employee pursuant to this Section 8.1, Employee
           shall be entitled to a cash commission of ten percent (10%) of the
           gross revenues derived from such premium promotion.  Any such
           commissions relating to a commission-applicable premium promotion
           pursuant to this Section 8.1 shall be payable in a lump sum to
           Employee within thirty (30) days after the payment for such
           premium promotion is received by the Company.

         8.2 During the Non-Competition Period, Employee agrees that, without
           the prior written consent of the Company (and other than on behalf
           of the Company), Employee shall not, on his own behalf or on 
           behalf of any person or entity, directly or indirectly hire or
           solicit the employment of any employee who has been employed by
           the Company at any time during the six (6) months immediately
           preceding such date of hiring or solicitation.

         8.3 Employee and the Company agree that the covenants of non-
           competition and non-solicitation are reasonable covenants under
           the circumstances, and further agree that if, in the opinion of
           any court of competent jurisdiction such covenants are not
           reasonable in any respect, such court shall have the right, power
           and authority to excise or modify such provision or provisions of
           these covenants as to the court shall appear not reasonable and
           to enforce the remainder of these covenants as so amended.
           Employee agrees that any breach of the covenants contained in this
           Section 8 would irreparably injure the Company.  Accordingly,
           Employee agrees that the Company, in addition to pursuing any
           other remedies it may have in law or in equity, may obtain an
           injunction against Employee from any court having jurisdiction
           over the matter, restraining any further violation of this Section
           8.

         8.4 The provisions of this Section 8 shall extend for the Term
           and survive the termination of this Agreement for one year from
           the date of such termination (herein referred to as the "Non-
           Competition Period").


9. NOTICES.

         All notices and other communications hereunder shall be in writing
         and shall be deemed to have been given if delivered personally or
         sent by facsimile transmission, overnight courier, or certified,
         registered or express mail, postage prepaid.  Any such notice shall
         be deemed given when so delivered personally or sent by facsimile
         transmission (provided that a confirmation copy is sent by overnight
         courier), one day after deposit with an overnight courier, or if
         mailed, five (5) days after the date of deposit in the United States
         mails, as follows:

If to the Company, to:     Fotoball USA, Inc.
                           3738 Ruffin Road
                           San Diego, California 92123
                           Fax No.: (619) 467-9947
                           Attention: President and Chief Executive Officer

If to Employee, to:        Fred S. Ostern
                           14094 Rue D'Antibes
                           Del Mar, California 92014

With a copy to:            Richard E. Sparber, Esq.
                           Sparber, Ferguson, Naumann, Ponder & Ryan
                           Imperial Bank Tower
                           701 "B" Street, Tenth floor
                           San Diego, California  92101
                           Fax No.:  (619) 239-5601


10. ENTIRE AGREEMENT.

         This Agreement contains the entire agreement between the parties
         hereto with respect to the matters contemplated herein and
         supersedes all prior agreements or understandings among the parties
         related to such matters.


11. BINDING EFFECT.

         Except as otherwise provided herein, this Agreement shall be
         binding upon and inure to the benefit of the Company and its
         successors and assigns and upon Employee.  "Successors and assigns"
         shall mean, in the case of the Company, any successor pursuant to
         a merger, consolidation, or sale, or other transfer of all or
         substantially all of the assets or capital stock of the Company.


12. NO ASSIGNMENT.

         Except as contemplated by Section 11 above, this Agreement shall
         not be assignable or otherwise transferable by either party.


13. AMENDMENT OR MODIFICATION; WAIVER.

         No provision of this Agreement may be amended or waived unless
         such amendment or waiver [is authorized by the Board and] is
         agreed to in writing, signed by Employee and by a duly authorized
         officer of the Company (other than Employee).  Except as otherwise
         specifically provided in this Agreement, no waiver by either party
         hereto of any breach by the other party hereto of any condition or
         provision of this Agreement to be performed by such other party
         shall be deemed a waiver of a similar or dissimilar provision or
         condition at the same or at any prior or subsequent  time.


14. FEES AND EXPENSES.

         If either party institutes any action or proceedings to enforce
         any rights the party has under this Agreement, or for damages by
         reason of any alleged breach of any provision of this Agreement, or
         for a declaration of each party's rights or obligations hereunder or
         to set aside any provision hereof, or for any other judicial remedy,
         the prevailing party shall be entitled to reimbursement from the
         other party for its costs and expenses incurred thereby, including
         but not limited to, reasonable attorneys' fees and disbursements.


15. GOVERNIN LAW.

         The validity, interpretation, construction, performance and
         enforcement of this Agreement shall be governed by the internal
         laws of the State of California, without regard to its conflicts of
         law rules.


16. TITLES.

         Titles to the Sections in this Agreement are intended solely for
         convenience and no provision of this Agreement is to be construed
         by reference to the title of any Section.


17. COUNTERPARTS.

         This Agreement may be executed in one or more counterparts, which
         together shall constitute one agreement.  It shall not be necessary
         for each party to sign each counterpart so long as each party has
         signed at least one counterpart.

18. SEVERABILITY.

         Any term or provision of this Agreement which is invalid or
         unenforceable in any jurisdiction shall, as to such jurisdiction,
         be ineffective to the extent of such invalidity or unenforceability
         without rendering invalid or unenforceable the remaining terms and
         provisions of this Agreement or affecting the validity or
         enforceability of any of the terms and provisions of this
         Agreement in any other jurisdiction.

<PAGE>
    IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first set forth above.

                                      FOTOBALL USA, INC.


                                 By: /s/Michael Favish
                                     --------------------------------
                                     Michael Favish
                                     President and Chief Executive Officer


                                 By: /s/Fred S. Ostern
                                     --------------------------------
                                     Fred S. Ostern

<PAGE>

                           EXHIBIT A



Pro Forma Calculation of Fred Ostern's Annual Cash Bonus


Assuming 1996 Fred Ostern Sales
    $10,000,000




Estimated Direct Costs and Royalties
    $ 6,200,000




Contribution to overhead and profit ("COP")
    $ 3,800,000 




Calculation of Annual Cash Bonus TOTAL

Total COP
           $ 3,800,000
                            $0-$1,000,000 = 0%
                             1,000,000 x 0.0%                 $       0
Remainder
           $ 2,800,000
                            $1,000,000-$5,000,000 = 9%
                             2,800,000 x 9.0%                 $ 252,000
                                                              ---------
                                                              $ 252,000