LICENSE AGREEMENT.

    THIS AGREEMENT is made as of the 29th day of March 1996, in New 
York, New York, by and between the Major League Baseball Players 
Association, an unincorporated association under the laws of the State of 
New York, with offices at 12 E. 49th Street, New York, New York 10017 
(hereinafter "MLBPA"), and Fotoball USA, Inc., a corporation, with offices
located at 3738 Ruffin Road, San Diego, CA 92123 (hereinafter "Licensee").

    WHEREAS, MLBPA is acting on behalf of all of the active baseball 
players of the National League and the American League who have entered 
into a Commercial Authorization Agreement with the MLBPA (hereinafter 
"players"), and who, upon being polled by the MLBPA, have not indicated 
they have granted a license for products which would conflict with the 
license granted herein; and

    WHEREAS, MLBPA in such capacity has the right to negotiate this 
Agreement and to grant rights in and to the logo, name and symbol of 
MLBPA identified in Schedule A hereto (the "Trademarks"), and the named, 
nicknamed, likenessed, signatures, pictured, playing records, and/or 
biographical data of each player described in Schedule A hereto as part 
of a group (hereinafter "the Rights"); and

    WHEREAS, Licensee desires to use the Rights and/or the Trademarks 
on or in association with the manufacture, offering for sale, sale, 
advertising, promotion, and distribution of certain products identified 
in Schedule B (the "Licensed Products") in the countries identified in 
Schedule B (the "Licensed Territory"); and

    WHEREAS, MLBPA is willing to grant Licensee such right to use the 
Rights and /or the Trademarks on the Licensed Products in the Licensed 
Territory in accordance with the terms and conditions recited herein.

    NOW, THEREFORE, in consideration of the mutual promised, covenants 
and conditions herein contained, it is hereby agreed as follows:

    1. GRANT.

       (a) MLBPA hereby grants to Licensee and Licensee hereby accepts 
the non-exclusive, non-transferable, nonassignable license, without the 
right to grant sublicenses, to use the Rights and Trademarks solely 
within the Licensed Territory on the Licensed Products and/or in 
association with the manufacture, offering for sale, sale, advertising, 
promotion, shipment and distribution of the Licensed Products to jobbers, 
wholesalers and distributors for sale, shipment and distribution to 
retail stores and merchants and /or to retail stores and merchants for 
sale, shipment and distribution direct to the public. Licensee shall not 
knowingly permit the Licensed Products to be sold or distributed outside 
of the Licensed Territory.

       (b) MLBPA represents and warrants that it has the authority to grant
the rights licensed herein. MLBPA makes no representation that it has the 
authority to grant, nor does it grant herein, the right to utilize team 
symbols, insignias or logos, or the name, symbol, or logo of any other 
licensee of MLBPA, or reproductions of any products produced by or for 
any other licensee of MLBPA. Accordingly, it is understood by the parties 
hereto that if any of the foregoing are to be utilized in connection with 
the exercise of the license granted hereunder, including without 
limitation the likenesses of players utilizing team logos, symbols or 
insignias, it will be the responsibility of Licensee to obtain all 
necessary permissions for the use of such material.

       (c) Unless specifically authorized in advance by MLBPA in 
writing, Licensee agree to utilize with equal prominence the named and 
likenesses of a minimum of one hundred (100) players or, at MLBPA's 
direction, a minimum of five (5) players per Major League team, on 
Licensed Products during the initial License Period (as defined herein) 
and during each additional License Period, if any, as provided herein. 
Licensee must provide the MLBPA with thirty (30) days' written notice of 
the names of all players Licensee intends to use on the Licensed Products 
prior to manufacture of such Licensed Products, and Licensee may not use 
the name or likeness of any player on the Licensed Products without the 
prior written consent of MLBPA, which shall not be unreasonably withheld.

       (d) The license granted by MLBPA to Licensee hereunder does not 
include the right to, and Licensee shall not in any manner, use (or 
purport to grant others the right to use) the Trademarks or the Rights 
for the purpose, in whole or in part, of promoting any service or product 
other than the Licensed Products. Nor does this license convey the right 
to feature or highlight any individual player apart from the group. In 
the event Licensee is interested in highlighting any player or in 
securing the personal endorsement or services of any player, Licensee 
understands and agrees that such will require the personal approval of 
the individual player involved and a separate payment to such player, 
through the MLBPA, independent of and in addition to all payments due to 
the MLBPA pursuant to this Agreement.

       (e) Nothing contained in Section 1 (d) above shall prevent 
Licensee from utilizing the named and /or likenesses of the players in a 
non-endorsement and/or non-testimonial manner in connection with the 
packages, cartons, advertising, point-of-sale and /or promotional 
materials for the Licensed Products (the "Promotional and Packaging 
Material") or require any separate payment in connection therewith; 
provided, however, that unless specifically authorized otherwise in 
advance by MLBPA in writing, the names and/or likenesses of a minimum of 
eight (8) such players are utilized with equal prominence on the 
Promotional and Packaging Material for all Licensed Products during the 
initial License Period and during each additional License Period, if any, 
as provided herein; and Licensee agrees to rotate the players who are 
utilized in connection with such materials so as not to highlight any 
particular player or group of players to the exclusion of others.

       (f) All rights not expressly granted to Licensee in this Agreement are 
specifically reserved to MLBPA.

     2. TERM AND OPTIONS.

        (a) This Agreement shall be effective and shall continue for the 
License Period set forth on Schedule B, unless sooner terminated pursuant 
to a provision of this Agreement.

        (b) MLBPA hereby grants to Licensee two (2) separately 
exercisable options (the "Options") to extend the term of this Agreement 
for additional one-year periods ("Second and Third License Periods," 
respectively). In order to exercise each of the two Options, Licensee 
must provide MLBPA with written notice of its intention to exercise each 
such Option and such written notice must be received by MLBPA no earlier 
than one hundred twenty (120) days and no later than ninety (90) days 
prior to the expiration of the License Period then in effect. The 
attempted exercise of any Option shall be void and of no effect if 
Licensee (i) has breached or is then in breach of any of its obligations 
under this Agreement, or (ii) fails during any License Period to make Net 
Sales sufficient to generate Actual Royalties equal to or greater than 
the Guaranteed Minimum Royalties as defined herein, or (iii) fails to 
make full and timely royalty payments as provided herein. Licensee's 
performance in each License Period shall be pursuant to the same terms 
and conditions recited in this Agreement.

    3. ROYALTIES.

       (a) Licensee agrees to pay MLBPA a royalty at the percentage set 
forth on Schedule B based on Net Sales (as defined in Subsection 3(b) 
below) of the Licensed Products employing the Rights and/or the 
Trademarks by Licensee (the "Actual Royalty"). Such Actual Royalty shall 
accrue when the Licensed Products are sold, shipped, distributed, billed 
and / or paid for, whichever occurs earlier, to a third party not 
affiliated with Licensee. For purposes of this Agreement, "affiliated" 
means related in any manner through direct or indirect ownership or 
control and includes joint venture arrangements.

       (b) "Net Sales" shall mean gross sale to third parties not 
affiliated with Licensee at Licensee's regular wholesale price, less 
returns actually credited. No other deductions shall be permitted. For 
example, there shall be no deductions made for other discounts, 
commissions, uncollectable accounts, taxed, fees, assessments, 
impositions, payments or expenses of any kind which may be incurred or 
paid by Licensee in connection with the royalty payments due to MLBPA 
hereunder, or for any costs incurred in the manufacture, offering for 
sale, sale, advertising, promotion, shipment, distribution and/or 
exploitation of the Licensed Products.

       (c) Actual Royalty payments shall be made by Licensee to MLBPA 
on all Licensed Products sold, shipped and/or distributed by Licensee, 
even if not billed (such as in the case of introductory offers, samples, 
promotions and the like and sales, shipments and/or distributions to 
individuals and/or companies which are affiliates or subsidiaries of 
Licensee), or if billed at less than Licensee's usual price for such 
Licensed Products, based upon Licensee's usual Net Sales price for such 
Licensed Products sold to third parties not affiliated with Licensee in 
the course of Licensee's normal distribution, shipment and sale 
activities.

    (d) Where the billed price for any Licensed Products is less 
than the usual Net Sale price for such Licensed Products sold to third 
parties not affiliated with Licensee in the course of Licensee's normal 
distribution, shipment and sales activities, the Actual Royalty payment 
shall be based upon Licensee's usual Net Sales price.


    (e) For each License Period of this Agreement, Licensee agrees to pay 
MLBPA a non-refundable guaranteed minimum royalty in the amount(s) and in 
the manner set forth on Schedule B (the "Guaranteed Minimum Royalty"). 
Such Guaranteed Minimum Royalty shall be paid in equal quarterly 
installments as set forth on Schedule B, with the first such payment due 
immediately upon execution of this Agreement. If, upon termination or 
expiration of this Agreement or any License Period thereof, the total 
royalties paid and and/or payable by Licensee to MLBPA during each such 
License Period is less than the Guaranteed Minimum Royalty, Licensee 
shall immediately pay the amount of such difference to MLBPA. Actual 
Royalty payments based on Net Sales made during any Term of this 
Agreement shall be credited against the Guaranteed Minimum Royalty due 
for the License Period in which such Net Sales were made.

    4. STATEMENTS AND PAYMENTS.

       (a) Licensee shall deliver to MLBPA, at its offices in New York, 
New York, or to such other address as MLBPA may direct, on the fifteenth 
(15th) day following the end of each calendar quarter during any License 
Period of this Agreement, and on the fifteenth (15th) day of the month 
following termination or expiration of this Agreement, a complete and 
accurate statement of its Net Sales of Licensed Products, differentiated 
by country and product category, for the immediately preceding calendar 
quarter (or portion thereof) (the "Royalty Period"). Said statement shall 
be certified as accurate by an officer of Licensee and shall include 
information as to the stock number, item description, quantity shipped, 
and gross selling price of the Licensed Products shipped, distributed 
and/or sold by Licensee during the Royalty Period, information as to 
quantity discounts given and returns actually credited, computation of 
Net Sales and royalty due, and any other information MLBPA may from time 
to time reasonably request. Such statements shall be furnished to MLBPA 
whether or not any Licensed Products have been shipped, distributed 
and/or sold, and whether or not Actual Royalties have been earned during 
the Royalty Period. Statements shall be in a form acceptable to MLBPA and 
consistent with Schedule C hereto.

    (b) The amount in United States dollars shown in Licensee's 
royalty statements as being due MLBPA shall be paid simultaneously with 
the submission of such statements. In the event that the amount credited 
for returns during any Royalty Period exceeds Licensee's royalty 
obligation to MLBPA for such period, Licensee may use such amount as a 
credit against future royalty obligations of Licensee during the Term of 
this Agreement. In no event, however, shall the amount credited for 
returns during any Royalty Period be used upon termination or expiration 
of this Agreement as a credit against past royalty obligations of or 
royalty payments made by Licensee. In no circumstances shall MLBPA be 
obligated to pay any amount to Licensee upon termination or expiration of 
this Agreement on account of credits accrued by Licensee for returns.

    (c) Licensee's royalty statements and all amounts payable to MLBPA by 
Licensee shall be submitted to:

        Major League Baseball Players Association
        12 E. 49th Street
        New York, NY 10017
or such other address as the MLBPA may direct.

       (d) The receipt and /or acceptance by MLBPA of any of the 
statements furnished or royalties paid hereunder to MLBPA (or 
the cashing of any royalty checks paid hereunder) shall not preclude 
MLBPA from questioning the correctness thereof at any time and, in the 
event that any inconsistencies or mistakes are discovered in such 
statements or payments, they shall immediately be rectified by Licensee 
and the appropriate payment shall be made by Licensee.

       (e) All payments made hereunder shall be in United States 
dollars drawn on a United States bank, unless otherwise specifically 
agreed upon by the parties.

       (f) Time is of the essence with respect to all payments to be 
made hereunder by Licensee. Interest at a rate of the lesser of one and 
one-half percent (1-1/2%) per month or the maximum rate allowed by law, 
compounded daily, shall accrue on any amount due MLBPA hereunder from and 
after the date upon which the payment is due until the date of receipt of 
payment.

    5. AUDIT.

       (a) Licensee agrees to keep accurate books of account and
records at its principal place of business covering all transactions 
relating to the license granted herein and pertaining to the items 
required to be shown in the Licensee's royalty statements to be submitted 
pursuant hereto, including without limitation, invoices, correspondence, 
banking, financial and other records. MLBPA and its duly authorized 
representatives shall have the right, upon reasonable notice, at all 
reasonable hours of the day, to audit Licensee's books of account and 
records, and all other documents and material in the possession or under 
the control of Licensee, with respect to the subject matter and the terms 
of this Agreement and to make copies and extracts thereof. In the event 
that any such audit reveals an underpayment by Licensee, Licensee shall 
immediately upon demand remit payment to MLBPA in the amount of such 
underpayment plus interest calculated at the rate of the lesser of one 
and one-half percent (1-1/2%) per month or the maximum rate allowed by 
law, compounded daily, calculated from the date such payment(s) were 
actually due until the date such payment is actually made. In the event 
that any such underpayment is greater than Five Thousand Dollars 
($5,000), or two percent (2%) of the royalties due for the period 
audited, whichever is less, Licensee shall reimburse MLBPA for the costs 
and expenses of such audit.

       (b) All books of account and records of Licensee covering all 
transactions relating to the license granted herein shall be retained by 
Licensee for at least two (2) years after the expiration or termination 
of this Agreement for possible inspection by MLBPA.

    6. QUALITY. NOTICES. APPROVALS. AND SAMPLES.

       (a) The Licensed Products and the Promotional and Packaging 
Material shall be of high quality in design, material and workmanship so 
as to be suited to the favorable advantage, protection and enhancement of 
the Trademarks and the Rights, in no event shall be of lesser quality 
than the best quality of similar products and promotional, advertising, 
and packaging material presently shipped, distributed, sold and/or used 
by Licensee in the Licensed Territory, shall be safe and suitable for 
their intended purpose, and shall be manufactured, sold and/or 
distributed in full conformance with all applicable laws and regulations.

       (b) Licensee may not manufacture, use, offer for sale, sell, 
advertise, promote, ship and/or distribute any Licensed Products, or any 
Promotional and Packaging Material relating to the Licensed Products, 
until it has received written approval of same in the manner provided 
herein from MLBPA. Such approval shall not be unreasonably withheld. 
Should MLBPA fail to approve in writing any of the submissions furnished 
it by Licensee within fourteen (14) business days from the date of 
submission thereof, such failure shall be considered to be a disapproval 
thereof.

       (c) Before commencing or authorizing third parties to commence 
the design or development of Licensed Products or Promotional and 
Packaging Material which have not been previously approved in writing by 
MLBPA, Licensee shall submit at its own cost to MLBPA, for approval, a 
written description of the concept of such Licensed Product and /or 
Promotional and Packaging Material, including full information on the 
nature and function of the proposed item and a general description of how 
the Rights and/or the Trademarks and other material will be used thereon. 
Licensee shall next submit at its own cost to MLBPA, for approval, 
complete layouts and descriptions of the proposed Licensed Products and/ 
or Promotional and Packaging Material showing exactly how and where the 
Rights and the Trademarks and all other artwork and wording will be used. 
Thereafter, Licensee shall submit at its own cost to MLBPA, for approval, 
pre-production models or prototype samples of the proposed Licensed 
Products and/or Promotional and Packaging Material. Finally, Licensee 
shall submit at its own cost to MLBPA, for approval, actual proofs or 
final pre-production samples of the proposed Licensed Products and/or 
Promotional and Packaging Material. Licensee shall not proceed beyond any 
of the above stages where approval is required without first securing the 
express written approval of MLBPA.

       (d) Upon commencement of manufacture, shipment and distribution 
of the Licensed Products and/or Promotional and Packaging Material 
relating to the Licensed Products after all required approvals have been 
given by MLBPA, Licensee shall submit, at its own cost, to MLBPA an 
additional twelve (12) sets of the Licensed Products and two (2) sets of 
the Promotional and Packaging Material.

       (e) MLBPA may periodically during any License Period of this 
Agreement require that Licensee submit to MLBPA, at no cost to MLBPA, up 
to twelve (12) additional sets of the Licensed Products, and the 
Promotional and Packaging Material relating to the Licensed Products, for 
subsequent review of the quality of and copyright and trademark usage and 
notice on same and for any other purpose that MLBPA deems appropriate.

       (f) After the required approval has been secured from MLBPA 
pursuant to Section 6(c) above, Licensee shall not depart from the 
specifications, quality or appearance thereof in any material respect 
without first obtaining the express written approval of MLBPA. Licensee 
shall make submissions to MLBPA and obtain approvals in the manner 
required above each time new or revised concept, layouts, descriptions, 
artwork, models, prototype samples and/or production samples are created, 
developed and/or adopted by and/or for Licensee.

       (g) Subject to reasonable obligations of confidentiality by 
MLBPA, to assure that the provisions of this Agreement are being 
observed, Licensee agrees that it will allow MLBPA or its designees to 
enter Licensee's premises and / or the premises where the Licensed 
Products are being manufactured during regular business hours, and upon 
reasonable notice, for the purpose of inspecting the Licensed Products 
and the Promotional and Packaging Material relating to the Licensed 
Products and the facilities in which the Licensed Products are being 
packaged.

       (h) In order to ensure that the Licensed Products and the 
Promotional and Packaging Materials are manufactured, offered for sale, 
sold, advertised, promoted, shipped and/or distributed as set forth 
herein, in the event that the quality standards and /or trademark and 
copyright usage and notice requirements herein referred to are not met, 
or in the event that said quality standards and/or trademark and 
copyright usage and notice requirements are not maintained throughout the 
period of manufacture, offering for sale, sale, advertising, promotion, 
shipment and/or distribution of any Licensed Products hereunder, then, in 
addition to any other rights available to MLBPA under this Agreement or 
otherwise, upon receipt of written notice from MLBPA, Licensee shall 
immediately discontinue any and all manufacture, offering for sale, sale, 
advertising, promotion, shipment and distribution of such Licensed 
Products and/or Promotional and Packaging Material in connection with 
which the said quality standards and/or trademark and copyright usage and 
notice requirements have not been met.

    7. ARTWORK.

       (a) The form and content of all artwork for use in any media 
shall be subject to the express written approval of MLBPA prior to its 
use by Licensee in connection with the Licensed Products. If Licensee 
desires to use artwork previously approved by MLBPA one different 
Licensed Product or on different Promotional and Packaging Material, 
Licensee shall first submit samples of such proposed use to MLBPA for 
approval thereof.

       (b) Except as provided in Section 18(c) of this Agreement, 
notwithstanding any rights otherwise granted to Licensee by state or 
federal trademark or copyright laws or otherwise, Licensee shall not 
without express written permission of MLBPA directly or indirectly use, 
or authorize others to use, in any manner whatsoever, any of the artwork 
or designs or other material involving the Rights and/or Trademarks, or 
any reproductions thereof, following the expiration or termination of 
this Agreement, notwithstanding their invention or use by Licensee, and 
Licensee shall destroy all such artwork and/or designs and/or other 
material and furnish to MLBPA satisfactory evidence of their destruction.

    8. OWNERSHIP OF RIGHTS.

       (a) It is understood and agreed that MLBPA is the sole and 
exclusive holder of all right, title and interest in and to the Rights 
and/or the Trademarks for the duration of this Agreement.

       (b) Nothing contained in this Agreement shall be construed as an 
assignment to Licensee of any right, title and/or interest in or to the 
Rights and/or the Trademarks, it being understood that all right, title 
and interest relating thereto are expressly reserved by MLBPA except for 
the rights being licensed hereunder.

       (c) No license is being granted hereunder for any purpose or as 
to any products, services or material other than the Licensed Products 
and only in the Licensed Territory. MLBPA reserves for such use as it may 
determine all rights of any kind other than the rights herein licensed to 
Licensee.

       (d) Licensee shall not use the Rights and/or the Trademarks 
other then as permitted herein and, in particular, shall not incorporate 
the Rights and/or the Trademarks in Licensee's corporate or business name 
in any manner whatsoever. Licensee agrees that in using the Rights and 
Trademarks, it will in no way represent that it has any rights, title and 
/or interest in and/or to the Rights and/or the Trademarks other than 
those expressly granted under the terms of this Agreement. Licensee 
further agrees that it will not use and/or authorize the use, either 
during or after the term of this Agreement, of any configuration, 
trademark, trade name or other designation confusingly similar to the 
Rights and /or any of the Trademarks.

       (e) Notwithstanding any rights otherwise granted to Licensee by 
state or federal trademark or copyright laws or otherwise, Licensee shall 
not without express written permission of MLBPA directly or indirectly 
use, or authorize others to use, in any manner whatsoever, any artwork or 
designs or other material involving the Rights and/or Trademarks, or any 
reproductions thereof following the expiration or termination of this 
Agreement, notwithstanding their invention or use by Licensee, and 
Licensee shall destroy all such artwork and/or designs and/or other 
material and furnish to MLBPA satisfactory evidence of their destruction.

    9. GOODWILL AND PROMOTIONAL VALUE.

       (a) Licensee recognized the value of the goodwill associated 
with the Rights and/or the Trademarks and acknowledges that the Rights 
and/or the Trademarks, and all rights therein and the goodwill pertaining 
thereto, belong exclusively to MLBPA. Licensee further recognizes and 
acknowledges that the Rights and/or the Trademarks have acquired 
secondary meaning in the mind of the public. Licensee agrees that during 
any License Period of this Agreement, or thereafter, it will not dispute 
or attack the title or any rights of MLBPA in and to the Rights and/or 
the Trademarks or the validity of the license granted herein.

       (b) Licensee agrees that its use of the Rights and/or the 
Trademarks shall inure to the benefit of MLBPA and that Licensee shall 
not, at any time, acquire any rights in the Rights and/or the Trademarks 
by virtue of any use it may make of the Rights and/or of the Trademarks. 
Licensee hereby assigns to MLBPA any and all trademarks and trademark 
rights in the Trademarks and /or Rights created by such use, together 
with the goodwill of the business in connection with which such 
Trademarks are used.

       (c) Licensee acknowledges that MLBPA is entering into this 
Agreement not only in consideration of the royalties paid hereunder but 
also in recognition of the intrinsic benefit to proper maintenance of the 
reputation of MLBPA and the players as a result of the manufacture, 
offering for sale, sale, advertising, promotion, shipment and 
distribution of the Licensed Products by Licensee in accordance with the 
provisions of this Agreement. Licensee therefore acknowledges that its 
failure to manufacture, offer for sale, sell, advertise, promote, ship 
and distribute the Licensed Products in accordance with the provisions of 
this Agreement, including without limitation its obligations to protect 
and enhance the value of the Trademarks and the Rights, will result in 
immediate and irreparable damage to MLBPA in connection with promotion of 
the Rights and/or the Trademarks and/or to its members, and that there 
will be no adequate remedy at law for the failure by Licensee to abide by 
such provisions of this Agreement. Accordingly, Licensee agrees that in 
the event of any breach by Licensee, in addition to all other remedies 
available to it hereunder, MLBPA may at its sole option commence an 
action in any court having jurisdiction or an arbitration proceeding, and 
shall be entitled to injunctive relief against any such breach as well as 
such other relief as any arbitrator(s) or court with jurisdiction may 
deem just and proper.

    10. TRADEMARK AND COPYRIGHT PROTECTION.

       (a) The license granted herein is conditioned upon Licensee's 
full and complete compliance with the provisions of the trademark and 
copyright laws of the United States and any foreign country or countries 
in the Licensed Territory.

       (b) Licensee agrees to permanently affix to all Licensed 
Products and all Promotional and Packaging Material the MLBPA logo and 
appropriate legends, markings and/or notices as required by MLBPA, to 
give appropriate notice to the consuming public of MLBPA's right, title 
and interest therein. Licensee agrees that, unless otherwise specified in 
writing by MLBPA, each usage of the Trademarks shall be followed by 
either the TM or the Trademark Notice symbol, as appropriate, and the 
following legends shall appear at least once on each Licensed Product and 
on each piece of Promotional and Packaging Material:

                             Copyright or MLBPA

Licensee also shall include on the Licensed Products, and on each piece 
of Promotional and Packaging Material, the following notice:

                             Official Licensee-
                 Major League Baseball Players Association

       (c) Licensee agrees that it will not use, distribute or sell any 
Licensed Products or distribute any Promotional or Packaging Materials 
which do not carry notices meeting the requirements of this Agreement.

       (d) Licensee shall use no other markings, legends and/or notices
on or in association with the Licensed Products or on or in association 
with the Promotional and Packaging Material other than those specified 
above and such other markings, legends and/or notices as may be specified 
by MLBPA, without first obtaining MLBPA's express written approval.

       (e) MLBPA has the right, but not the obligation, to obtain at 
its own cost, appropriate trademark and copyright protection for the 
Rights and/or the Trademarks in association with the Licensed Products in 
any and all countries of the Licensed Territory, in the name of MLBPA or 
in the name of any third party selected by MLBPA.

       (f) Licensee shall keep appropriate records (including copies of 
pertinent invoices and correspondence), and advise MLBPA, relating to the 
dates when each of the Licensed Products is first placed on sale or sold 
in each country of the Licensed Territory, and the dates of first use in 
each country of each different Trademark and/or of the Rights on the 
Licensed Products and Promotional and Packaging Material. If requested to 
do so by MLBPA, Licensee also agrees to supply MLBPA with samples, 
facsimiles or photographs of the trademark usages in question and other 
information which will enable MLBPA to complete and obtain trademark 
applications or registrations, or to evaluate or oppose any trademark or 
design applications, registrations, or used of third parties.

       (g) Licensee agrees that it shall not at any time within the 
Licensed Territory or anywhere else in the world apply for any copyright 
or trademark protection which would affect MLBPA's ownership of any 
rights in the Rights and/ or the Trademarks, nor file any document with 
any governmental authority or assert directly or indirectly any right or 
take any other action which could affect MLBPA's ownership of the Rights 
and/or the Trademarks, or the publicity rights of the players, or 
knowingly aid or abet anyone else in doing so.

       (h) Licensee agrees to cooperate in all reasonable respects with 
MLBPA in protecting and defending the Rights and /or the Trademarks. In 
the event Licensee becomes aware of any claim or problem arising with 
respect to the protection of the Rights and/or the Trademarks in the 
Licensed Territory, Licensee shall promptly advise MLBPA in writing of 
the nature and extent of same. MLBPA has no obligation to take any action 
whatsoever in the event that any claim or problem arises with respect to 
the protection of the Rights and/or the Trademarks.

    11. INFRINGEMENTS.

       (a) Licensee agrees to cooperate with MLBPA in the enforcement 
of MLBPA's right in the Rights and/or the Trademarks. Licensee agrees to 
notify MLBPA in writing of any infringements or imitations by third 
parties of the Rights, the Trademarks, the Licensed Products and/or the 
Promotional and Packaging Material which may come to Licensee's 
attention. MLBPA shall have sole right to determine whether or not any 
action shall be taken on account of any such infringement or imitation. 
MLBPA, if it so desires, may commence or prosecute any claims or suits in 
its own name or in the name of Licensee, or join Licensee as a party 
thereto; provided, however, that Licensee shall not be required to incur 
more than nominal out-of-pocket expense as a consequence of being joined 
as a party by MLBPA. Licensee agrees not to contact any third party, not 
to make any demands or claims, and not to institute any suit or take any 
other action on account of such infringements or imitations without 
obtaining the prior express written permission of MLBPA.

       (b) With respect to all claims and suits involving the Rights 
and/or the Trademarks, including suits in which Licensee is joined as a 
party, MLBPA shall have the sole right to employ counsel of its choosing 
and to direct the handling of the litigation and any settlement thereof. 
MLBPA shall be entitled to receive and retain all amounts awarded to 
MLBPA as damages, profits or otherwise in connection with such suits.

    12. INDEMNIFICATION

       Licensee hereby agrees to defend, indemnify and hold harmless 
MLBPA, its members, officers, directors, employees and agents, from and 
against any and all claims, demands, causes of action and judgments 
("Claims") arising out of or in connection with

       (a) Licensee's design, manufacture, distribution, shipment,
advertising, promotion, offering for sale and/or sale of the Licensed 
Products and/or the Promotional and Packaging Material, including but not 
limited to any allegedly unauthorized use by Licensee of any trademark, 
copyright, patent, process, idea, method, device, logo, symbol, insignia, 
name, term or material other than those licensed herein, and

       (b) Licensee's use of any logos, symbols, insignias, names, 
terms or other material claimed to be the property of any Major League 
Baseball club(s) or any other entity affiliated directly or indirectly 
with any Major League Baseball club(s), and

       (c) any alleged defect(s) of the Licensed Products.
With respect to the foregoing indemnity, Licensee agrees to defend and 
hold MLBPA and its members harmless at no cost or expense to MLBPA 
whatsoever, including, but not limited to, attorneys' fees and court 
costs. Under no circumstances shall Licensee have the right to settle or 
otherwise compromise any claim without the prior written consent of 
MLBPA. MLBPA and its members shall have the right to defend themselves in 
any such action or proceeding with attorneys of MLBPA's selection.

    13. INSURANCE.

       Licensee shall, throughout the License Period(s) of this 
Agreement, obtain and maintain at its own cost and expense from a 
qualified insurance company acceptable to MLBPA, or self-insurance as 
authorized by law, comprehensive general liability insurance, the form of 
which must be acceptable to MLBPA, naming MLBPA and its members as an 
additional insured. Such policy shall provide protection against any and 
all claims, demands and causes of action arising out of any defect or 
failure to perform, alleged or otherwise, of the Licensed Products or any 
material used in connection therewith or any use thereof. The amount of 
coverage shall be a minimum of Two Million Dollars ($2,000,000) combined 
single limit. The policy shall provide for twenty (20) days' notice to 
MLBPA from the insurer by Registered or Certified Mail, return receipt 
requested, in the event of any modification, cancellation or termination. 
Licensee agrees to furnish MLBPA a certificate of insurance evidencing 
same within thirty (30) days after execution of this Agreement, and in no 
event shall Licensee manufacture, offer for sale, sell, advertise, 
promote, ship and/or distribute the Licensed Products prior to receipt by 
MLBPA of such evidence of insurance.

    14. EXPLOITATION BY LICENSEE.

       (a) Licensee agrees to commence distribution, shipment and sale 
of all of the Licensed Products in sufficient quantities to meet the 
reasonably anticipated demand therefor throughout the Licensed Territory 
within six (6) months after the Effective Date of this Agreement. In the 
event of Licensee's failure to comply with this requirement, in addition 
to all other remedies available to it, MLBPA shall have the option to 
terminate this Agreement upon mailing notice of such termination to 
Licensee.

       (b) Licensee agrees that during all License Periods of this 
Agreement, Licensee will continue to diligently and continuously 
distribute, ship and sell each of the Licensed Products throughout the 
Licensed Territory and that it will use its best efforts to make and 
maintain adequate arrangements for the distribution, shipment and sale 
necessary to meet the demand for all such Licensed Products throughout 
the Licensed Territory. Licensee further agrees to exercise all 
reasonable efforts to advertise and promote the Licensed Products at its 
own expense throughout the term of this Agreement as widely as 
practicable within the Licensed Territory, to the best advantage and 
enhancement of the Trademarks and the Rights.

       (c) Licensee will not discriminate against the Licensed Products 
by granting commissions/discounts to salesmen, dealers and/or 
distributors in favor of Licensee's other similar products.

    15. PREMIUMS, PROMOTIONS AND SECONDS.

       (a) Under no circumstances shall Licensee have any right to sell 
or otherwise utilize the Licensed Products as premiums or promotional 
items. MLBPA shall have and retain the sole and exclusive right to 
utilize or license third parties to utilize any of the rights granted 
herein in connection with any premium, giveaway, mail order, fund 
raising, promotional arrangement or fan club (collectively referred to as 
"Promotional Products"), which retained right may be exercised by MLBPA 
concurrently with the rights granted to Licensee hereunder.

       (b) Licensee agrees not to offer for sale, sell, ship, 
advertise, promote, distribute and/or use for any purpose whatsoever, 
and/or to permit any third party to offer for sale, sell, ship, 
advertise, promote, distribute and/or use for any purpose whatsoever, any 
Licensed Products and /or Promotional and Packaging Material relating to 
the Licensed Products which are damaged, defective, seconds or otherwise 
fail to meet the specifications and/or quality standards and/or trademark 
and copyright usage and notice requirements of this Agreement.

    16. ASSIGNABILITY AND SUBLICENSING.

       The license granted hereunder is and shall be personal to 
Licensee and shall not be assigned by any act of Licensee or by operation 
of law or otherwise encumbered. Licensee shall not have the Licensed 
Products or any portion thereof manufactured for Licensee by a third 
party unless Licensee first obtains the express written approval of 
MLBPA, and such manufacturer shall have signed an agreement in the form 
attached hereto as Schedule D. Licensee shall have no right to grant any 
sublicenses without MLBPA's prior express written approval. Any attempt 
on the part of Licensee to arrange for manufacture by a third party or to 
sublicense (except as provided herein), assign, encumber or alter its 
rights under this Agreement by operation of law or otherwise, including 
without limitation entry by Licensee into any joint venture arrangement 
or any material change in the ownership or key management of Licensee, 
without reasonable notice to and written approval by MLBPA shall result 
in the automatic termination of this Agreement, and all rights granted 
hereunder shall immediately revert to MLBPA.

    17. TERMINATION.

       (a) MLBPA's Right of Termination.

          (i) Immediate Right of Termination. In addition to the 
automatic termination provisions and/or termination rights provided 
elsewhere in this Agreement, and notwithstanding any attempts by Licensee 
to cure defaults, MLBPA shall have the right immediately to terminate 
this Agreement by giving written notice to Licensee if Licensee does any 
of the following:

              a. Manufactures, offers for sale, sells, advertises, 
promotes, ships, distributes and/or uses in any way any Licensed Product 
and/or Promotional and Packaging Material without having the prior 
written approval of MLBPA as provided for in this Agreement;

              b. Continued to manufacture, offer for sale, sell, 
advertise, promote, ship, distribute and/ or use in any way any Licensed 
Product and/or Promotional and Packaging Material after receipt of notice 
from MLBPA disapproving same;

              c. Fails to carry on the Licensed Products or 
Promotional or Packaging Material the notices specified by MLBPA, as 
required herein;

              d. Becomes subject to any voluntary or involuntary 
order of any governmental agency involving the recall of any of the 
Licensed Products and/or Promotion and Packaging Material because of 
safety, health or other hazards or risks to the public;

              e. Directly or indirectly through its controlling 
shareholders or any of its officers, directors or employees, takes any 
action in connection with the manufacture, offering for sale, sale, 
advertising promotion, shipment and/or distribution of the Licensed 
Products and/or the Promotional and Packaging Material which damages or 
reflects adversely upon MLBPA, the Rights and/or the Trademarks;

              f. Breaches any of the provisions of this Agreement 
relating to the unauthorized assertion of rights in the Rights and/or the 
Trademarks;

              g. Two or more times during a twelve-month period 
fails to make timely payment of royalties when due or fails to make 
timely submission of royalty statements when due;

              h. Uses the Trademarks or the Rights for the purpose, 
in whole or in part, of promoting any service or product other than the 
Licensed Products without the express prior consent of MLBPA in writing; 
or

              i. Fails to obtain or maintain insurance as required by the
provisions of this Agreement.

          (ii) Curable Breaches by Licensee. If Licensee

              a. commits a material breach of any other terms of this
Agreement, or

              b. files a petition in bankruptcy or is adjudicated a 
bankrupt or insolvent, or makes an assignment for the benefit of 
creditors, or an arrangement pursuant to any bankruptcy law, or 
discontinues its business, or if a receiver is appointed for it or its 
business and is not discharged within thirty (30) days, and fails to cure 
such default and furnish reasonable proof of its cure to MLBPA within 
fifteen (15) days after receiving written notice of breach, MLBPA shall 
have the right to terminate this Agreement by giving written notice to 
Licensee.

       (b) Licensee's Right of Termination. If MLBPA commits a material 
breach of any of the terms of this Agreement and fails to cure such 
default and furnish reasonable proof of its cure to Licensee within 
fifteen (15) days after receiving written notice of breach, Licensee 
shall have the right to terminate this Agreement by giving written notice 
to MLBPA.

    18. POST-TERMINATION AND EXPIRATION RIGHTS AND OBLIGATIONS.

       (a) Except as provided in Section 18(c) below, upon termination 
of this Agreement, Licensee and its receivers, representatives, trustees, 
agents, administrators, successors and/or permitted assigns shall have no 
right to manufacture, offer for sale, sell, ship, advertise, promote 
and/or distribute Licensed Products or to use in any way the Rights, the 
Trademarks, or any Promotional and Packaging Material relating to the 
Licensed Products.

       (b) Upon expiration of this Agreement or termination by MLBPA, 
notwithstanding anything to the contrary herein, all royalties on sales, 
shipments and/or distributions theretofore made shall become immediately 
due and payable and no Guaranteed Minimum Royalty paid to MLBPA shall be 
refunded.

       (c) Upon expiration of this Agreement, or upon termination of 
this Agreement for any reason except those set forth in Section 16 or 
Section 17(a) above, subject to the requirements of this Agreement with 
respect to payment and reporting of royalties, for a period of sixty (60) 
days, Licensee may dispose of all finished Licensed Products which are on 
hand upon the expiration of the License Period then in effect, provided 
that the royalties with respect to that period are paid and the 
appropriate statements are furnished for that period. During such sixty 
(60) day period, MLBPA itself may use or license the use of the Rights 
and/or the Trademarks in any manner at any time anywhere in the world as 
MLBPA sees fit.

       (d) Subject to Section 18(c) above, after the expiration or 
termination of this Agreement, Licensee shall refrain from further use of 
the Rights and/or the Trademarks or any further reference to them, either 
directly or indirectly, in connection with the manufacture, offering for 
sale, sale, advertising, promotion, shipment and/or distribution of 
Licensee's products. Licensee shall destroy all artwork, films, 
transparencies, separations, printing plated, molds and other materials 
which reproduce the Licensed Products and/or Promotional and Packaging 
Material relating to the Licensed Products, and shall give evidence 
satisfactory to MLBPA of their destruction. Licensee shall be responsible 
to MLBPA for any damages caused by the unauthorized use by Licensee or by 
others of all such materials which are not destroyed pursuant to this 
Agreement.

       (e) Licensee acknowledges that its failure to cease the 
manufacture, offering for sale, sale, advertising, promotion, shipment 
and/or distribution of the Licensed Products and/or use in any way of the 
Promotional and Packaging Material relating to the Licensed Products at 
the termination or expiration of this Agreement will result in immediate 
and irreparable damage to MLBPA and/or to the players and to the rights 
of other licensees of MLBPA. Licensee acknowledges and admits that there 
is no adequate remedy at law for failure to cease such activities and 
Licensee agrees that in the event of such failure, in addition to all 
other remedies available to it hereunder, MLBPA at its sole option may 
commence an action in any court having jurisdiction or an arbitration 
proceeding, and shall be entitled to equitable relief by way of 
injunctive relief and such other relief as any arbitrator(s) or court 
with jurisdiction may deem just and proper.

    19. FINAL STATEMENT UPON TERMINATION OR EXPIRATION.

       Within thirty (30) days after termination or expiration of this 
Agreement, as the case may be, Licensee shall deliver to MLBPA a 
statement indicating the number and description of the finished Licensed 
Products which it had on hand as of the expiration or termination date. 
MLBPA shall have the option upon prior written notice to Licensee of 
conducting a physical inventory at the time of expiration or termination 
and/or at a later date in order to ascertain or verify such statement. In 
the event that Licensee refuses to permit MLBPA to conduct such physical 
inventory, Licensee shall forfeit any rights hereunder to dispose of such 
inventory. In addition to such forfeiture, MLBPA shall have recourse to 
all other remedies available to it.

    20. NOTICES.

       All notices or other communications required or desired to be 
sent to either party shall be in writing and sent by Registered or 
Certified Mail, postage prepaid, return receipt requested, or by 
facsimile or telegram, charges prepaid. Such notices, including facsimile 
or telegram, shall be effective on the date sent provided that any notice 
sent by facsimile also shall be sent by regular mail. The addresses for 
MLBPA and Licensee shall be as set forth on Schedule B. Either party may 
change its address by notice in writing to the other party.

    21. RELATIONSHIP OF THE PARTIES.

       This Agreement does not create a partnership or joint venture 
between the parties and neither party shall have any power to obligate or 
bind the other in any manner whatsoever.

    22. APPLICABLE LAW.

       This Agreement is made within the State of New York and shall be 
construed in accordance with the laws of the United States and the State 
of New York. Licensee hereby expressly waived any right to the benefits 
of remedial legislation, if any, of Licensee's home state.

    23. REMEDIES.

       (a) Except as otherwise provided herein, any dispute or 
disagreement between the parties hereto arising out of or relating to 
this Agreement shall be settled by final and binding arbitration, in New 
York City, under the Commercial Arbitration Rules then obtaining of the 
American Arbitration Association. The parties hereto expressly stipulate 
that the arbitrator(s) shall have full subpoena power and full powers to 
fashion appropriate remedies, including without limitation the power to 
grant equitable and/or injunctive and/or declaratory relief. Judgment 
upon the award may be entered in any court having jurisdiction.

       (b) Licensee recognizes the unique nature of the Rights and the 
Trademarks, and the possibility that breaches of this Agreement by 
Licensee may require preliminary or extraordinary relief beyond that 
available in arbitration, and the possibility that breaches of this 
Agreement may involve third parties or witnesses or issues which are 
beyond the practical jurisdiction of arbitrators. Accordingly, 
notwithstanding the provisions of paragraph 23(a), MLBPA (but not 
Licensee) may, at its sole and exclusive option, elect as an alternative 
to arbitration to commence an action or proceeding in any court of 
competent jurisdiction to enforce this Agreement or protect the Rights 
and the Trademarks. MLBPA may also require the termination of a 
previously-commenced arbitration proceeding so as to permit a dispute 
between the parties to be resolved in an action or proceeding in a court 
of competent jurisdiction, so long as MLBPA has theretofore not waived 
its right to do so by taking substantial steps to prosecute or defend the 
arbitration proceeding.

    24. CAPTIONS.

       The captions used in connection with the paragraphs and 
subparagraphs of this Agreement are inserted only for purpose of 
reference. Such captions shall not be deemed to govern, limit, modify or 
in any other manner affect the scope, meaning or intent of the provisions 
of this Agreement or any part thereof, nor shall such captions otherwise 
be given any legal effect.

    25. WAIVER.

       (a) No waiver by either party of a breach or a default hereunder 
shall be deemed a waiver by such party of a subsequent breach or default 
of a like or similar nature.

       (b) Resort by either party to any remedies referred to in this 
Agreement or arising by reason of a breach of this Agreement by the other 
party shall not be construed as a waiver by such party of its right to 
resort to any and all other legal and equitable remedies available to it.

    26. SURVIVAL OF THE RIGHTS.

       Any rights and obligations created by this Agreement and which 
by necessary implication continue after its expiration or termination 
shall survive such expiration or termination.

    27. SEVERABILITY.

       In the event that any term or provision of this Agreement shall 
for any reason be held to be invalid, illegal or unenforceable in any 
respect, such invalidity, illegality or unenforceability shall not affect 
any other term or provision, and this Agreement shall be interpreted and 
construed as if such term or provision, to the extent the same shall have 
been held to be invalid, illegal or unenforceable, had never been 
contained herein.

    28. INTEGRATION.

       This Agreement represents the entire understanding between the 
parties hereto with respect to the subject matter hereof and supersedes 
all previous representations, understandings or agreements, oral or 
written, between the parties with respect to the subject matter hereof. 
This Agreement cannot be modified except by a written instrument signed 
by the parties hereto.

       By their execution below, the parties hereto have agreed to all of the 
terms and conditions of this Agreement.

        MAJOR LEAGUE BASEBALL                     FOTOBALL USA, INC
        PLAYERS ASSOCIATION                       (LICENSEE)

        By: /s/Donald Fehr                         By: /s/Michael Favish
            ---------------------------                ------------------
        Date:  March 29, 1997                      Date:  March 17, 1997       

<PAGE>
                               SCHEDULE A

TRADEMARKS

MLBPA

Major League Baseball Players Association

MLBPA logo

THE RIGHTS

    The names, nicknames, likenesses, signatures, pictures, playing 
records and/or biographical data of all active baseball players of
 the National League and the American League who have entered into 
a Commercial Agreement with the MLBPA.

<PAGE>

                               SCHEDULE B

LICENSED PRODUCTS

    Regulation size baseballs made of synthetic leather (PVC) utilizing 
the photographic images of active Major League baseball players. Such 
baseballs must carry a suggested retail value in excess of $4.00 and may 
be packaged singly or in combination with one of the following:

       A. Other approved Major League baseball player fotoballs.
       B. A generic leather or synthetic leather mini-glove. Such glove will
          not bear any other third party logo.
       C. A baseball stand or holder for display purposes.
       D. Any other baseball related item, subject to approval by MLBPA in 
          writing prior to production.

     Licensed Products may be produced, marketed and sold as limited edition 
with the prior written consent of the MLBPA.

LICENSE PERIOD

First License Period: January 1,1997 to December 31,1997;

Second License Period: (If Renewed): January 1, 1998 to December 31,1998;

Third License Period (If Renewed): January 1, 1999 to December 31, 1999.

LICENSED TERRITORY

United States, its territories and possessions, Canada, Japan, Korea and 
Mexico.

ADDITIONAL CONDITIONS

The International Addendum attached hereto and incorporated herein shall 
apply to all sales of Licensee with respect to the Licensed Products 
outside the United States.

Notwithstanding the language in Section 1 (b), the names and/or 
likenesses of a minimum of six (6), not eight (8), such players may be 
utilized with equal prominence on the Promotional and Packaging Material 
for all Licensed Products during the initial License Period and during 
each additional License Period.

Although MLBPA is not obligated to do so, it is the current intention of 
MLBPA to develop a national advertising and/or promotional program 
featuring the Rights and/or the Trademarks and to consult with Licensee 
about the development of such program. Licensee agrees that MLBPA shall 
have the right, at its discretion and in a manner and sale of its choice, 
to print catalogues, brochures, advertisements or other promotional 
materials wherein representative merchandise from Licensee and other 
licensees of MLBPA shall be displayed. In this regard, Licensee agrees 
that in addition to all other payments and without credit against the 
Guaranteed Minimum Royalty required herein, Licensee shall share in the 
cost of such materials annually by payment within ten (10) days after 
receiving an invoice therefor in an amount not to exceed Five Thousand 
Dollars ($5,000.00).

ACTUAL ROYALTY

Nine Percent (9%)

GUARANTEED MINIMUM ROYALTY

First License Period: Sixty Thousand Dollars ($60,000.00) to be paid as 
follows:

$15,000.00 due upon execution of this Agreement by Licensee;
$15,000.00 due on or before April 15,1997;
$15,000.00 due on or before July 15,1997;
$15,000.00 due on or before October 15, 1997.

Second License Period (If Renewed): Seventy - Five Thousand Dollars 
($75,000.00) to be paid as follows:

$18,750.00 due on or before January 15, 1998;
$18,750.00 due on or before April 15, 1998;
$18,750.00 due on or before July 15, 1998;
$18,750.00 due on or before October 15, 1998.

Third License Period: (If Renewed) Seventy - Five Thousand Dollars 
($75,000.00) to be paid as follows:

$18,750.00 due on or before January 15, 1999;
$18,750.00 due on or before April 15, 1999;
$18,750.00 due on or before July 15,1999;
$18,750.00 due on or before October 15,1999;

ADDRESSES FOR NOTICES

Major League Baseball Players Association       Fotoball USA, Inc.
12 E. 49th Street                               3738 Ruffin Road
New York, NY 10017                              San Diego, CA 92123
Attention: Judy Heeter                          Attn: Michael Favish

Acknowledged and Approved:

MAJOR LEAGUE BASEBALL                           FOTOBALL USA, INC.
PLAYERS ASSOCIATION 

By: /s/Donald Fehr                              By: /s/Michael Favish
    ------------------------------                  -----------------------
Date: March 29, 1997                            Date: March 17, 1997

<PAGE>
                            
                                 SCHEDULE D

                         MANUFACTURER'S AGREEMENT

Licensee: Fotoball USA, Inc.

Licensed Territory: United States, its territories and possessions, 
                    Canada, Japan, Korea and Mexico.

Licensed Products:  Regulation size baseballs made of synthetic leather 
                    (PVC) utilizing the photographic images of active Major
                    League baseball players.  Such baseballs must carry a
                    suggested retail value in excess of $4.00 and may be
                    packaged singly or in combination with one of the
                    following:

                    A. Other approved Major League baseball player fotoballs.

                    B. A generic leather or synthetic leather mini-glove.
                       Such glove will not bear any other third party logo.

                    C. A baseball stand or holder for display purposes.

                    D. Any other baseball related item, subject to approval
                       by MLBPA in writing prior to production.

Licensed Products may be produced, marketed and sold as limited edition 
with the prior written consent of the MLBPA.

    The undersigned understands that the Major League Baseball Players 
Association ("MLBPA") has authorized the above-named Licensee to 
manufacture the above-named Licensed Products utilizing certain names, 
logos, symbols, likenesses, signatures and pictures which are the 
property of MLBPA ("the Rights"). In order to induce MLBPA to consent to 
the manufacture of the Licensed Products by the undersigned, the 
undersigned agrees that it will not manufacture the Licensed Products for 
anyone but the Licensee; that it will not sell the Licensed Products to 
anyone but the Licensee; that it will not knowingly manufacture the 
Licensed Products for distribution in any territory other than the 
above-named Licensed Territory; that it will not (unless MLBPA otherwise 
consents in advance in writing) manufacture any other merchandise 
utilizing any aspect of the Rights; that it will permit such 
representatives as MLBPA may from time to time designate to inspect the 
activities of the undersigned with relation to its manufacture of the 
Licensed Products, and that whenever the Licensee ceases to require the 
undersigned to manufacture the licensed Products, the undersigned will 
return to the licensee or to MLBPA any molds, plates, engravings, or 
other devices used to reproduce any of the Rights, or at the direction of 
MLBPA or Licensee will give satisfactory evidence of the destruction 
thereof. MLBPA shall be entitled to invoke any remedy permitted by law 
for violation of this agreement by the undersigned.

                                   (Name of Manufacturer):
                                    FOTOBALL USA, INC.
                                            
                                    By:    /s/Michael Favish
                                           -----------------------
                                    Title: President/ Chief Executive Officer<PAGE>
                        INTERNATIONAL ADDENDUM

    1. In calculating "Net Sales" with respect to sales in any portion 
of the Licensed Territory outside the United States, there shall be no 
deduction made in connection with the transfer of funds or royalties or 
with the conversion of any currency into United States dollars.

    2. If any tax is imposed on MLBPA by any foreign country with 
respect to any amount payable to MLBPA, Licensee shall compute and pay 
the amount due to MLBPA pursuant to this Agreement on the basis of the 
gross amount involved before the deduction of any taxes. If Licensee is 
required to withhold from any payment due to MLBPA an amount representing 
taxes imposed on MLBPA pursuant to the laws of any foreign country, 
Licensee shall nevertheless have the obligation to make up the amount of 
said tax in making its payment to MLBPA hereunder.

    3. With respect to any countries in the Licensed Territory outside 
the United States, the statements provided to MLBPA pursuant to this 
Agreement shall be broken down by countries and all Net Sales shall be 
stated in the currency of the country where they were made, followed by 
the equivalent amount for such Net Sales in United States currency, 
followed by the exchange rate applied. The rate of exchange shall be the 
actual rate of exchange prevailing on the last day of the month prior to 
the date on which payment is due to MLBPA. The parties agree to cooperate 
in facilitating the exportation of royalties by legal means from any 
country which imposes currency or other restrictions upon the payment of 
royalties; provided, however, that upon the request of MLBPA, Licensee 
agrees to deposit the full amount, or any portion, of any and all amounts 
due MLBPA, in United States or foreign currency, in an account within 
such country for the benefit of MLBPA as instructed by MLBPA. If several 
currencies are involved in any reporting category, that category shall be 
broken down by each such currency.

    4. With respect to those countries which require applications to 
register Licensee as a Permitted User or Registered User of a trademark 
or trademarks used on or in connection with the rights granted under this 
Agreement, or which require the recordation of this Agreement, Licensee 
agrees to execute and deliver to MLBPA such applications, agreements, or 
other documents as may be necessary and as are furnished by MLBPA for 
such purposes. In the event such agreements are entered into between 
MLBPA and Licensee, this Agreement rather than such agreements will 
govern any disputes between MLBPA and Licensee and in the event that this 
Agreement is terminated for any reason, any such Registered User or 
Permitted User agreements also shall be deemed to be terminated.
<PAGE>
    5. It shall be Licensee's sole responsibility at its expense to 
obtain all approvals of any foreign authorities which may be necessary in 
connection with Licensee's performance under this Agreement in such 
portion(s) of the Licensed Territory. Licensee shall take whatever steps 
may be reasonably required to effect the remission of funds from abroad; 
to minimize or eliminate the incidence of foreign taxes, fees, or 
assessments which may be imposed; to protect its investments in foreign 
territories, to enable it to commence or continue doing business in any 
foreign territory; and to comply in any and all respects with all 
applicable laws and regulations.


MAJOR LEAGUE BASEBALL                       FOTOBALL USA. INC.
PLAYERS ASSOCIATION                         -----------------
                                            LICENSEE

By: /s/Donald Fehr                          By: /s/Michael Favish