EXHIBIT 10.29

                                LICENSE AGREEMENT


THIS AGREEMENT is made the 3rd day of August 1994

BETWEEN:

(1)   THE FOOTBALL ASSOCIATION PREMIER LEAGUE LIMITED ("the Licensor") whose
      registered office is at 16 Lancaster Gate, London W2 3LW

AND

(2)   MERLIN PUBLISHING INTERNATIONAL plc ("the Licensee") registered number:
      2331336 whose registered office is at 18 Vincent Avenue, Crownhill, 
      Milton Keynes, MK8 OAW

WHEREAS:

(A)   The Licensee is a manufacturer and distributor of football and other 
      sports cards stickers and sticker albums; and

(B)   The Licensor  wishes to grant to the Licensee as its sole and exclusive
      licensee rights to manufacture and distribute cards stickers and albums
      bearing the insignia and badges of the Licensor and its member clubs,
      and also the photographic images of all players registered with those
      clubs.

NOW IT IS HEREBY AGREED as follows:

1.    DEFINITIONS

1.1   In this Agreement (which expression shall include the Schedule hereto)
      the following words and expressions shall have the meanings ascribed to
      them below:

<PAGE>

"Clubs":          in respect of each football season during the Term, those
                  football clubs who at the commencement of the relevant
                  season are affiliated to and members of the Football
                  Association Premier League (a list of the Clubs for the
                  1993/94 season being attached as Schedule One);

"the Clubs'
Designs":         the official logos designs badges and insignia owned or used
                  by each of the Clubs during the Term the current ones of
                  which have been made available to the Licensee so as to
                  enable it to exercise its rights hereunder;

"the Clubs'
Photographs":     the photographic images of all those players from time to
                  time registered with each of the Clubs the copyright in which
                  is at any time during the Term owned or controlled by any of 
                  the Clubs;

"the
Designs":         the Clubs' Designs and the Licensor's Designs;

"F.A.":           Football Association Limited;

"the F.A.
Marks":           the trademarks "F.A." and "Football Association" but only as 
                  the same may be incorporated within the Designs and not
                  otherwise;

"the Licensed
Articles":        the stickers and trading cards bearing the Marks, the
                  Designs and the Players' Photographs and such other 
                  photographs of Players as the Licensee may from time to time
                  determine, together with the sticker albums incorporating
                  the Marks and Designs;


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<PAGE>

"the
Licensor's
Designs":         the official logos designs badges and insignia owned or used
                  by the Licensor during the Term the current ones of which are 
                  shown in Schedule 2;

"the
Licensor's
Photographs":     the photographic images of all those players from time to 
                  time registered with each of the Clubs the copyright in which
                  is at any time during the Term owned or controlled by the 
                  Licensor;

"the
Licensor's
Royalties":       the payments to the Licensor as calculated in accordance with 
                  Clause 3.2 and 3.3;

"the Marks":      the trademarks incorporating the Designs which are now or 
                  hereafter owned or controlled by the Licensor;

"the Minimum
Guarantee":       the non-refundable advance payments made by the Licensee to 
                  the Licensor pursuant to Clause 8 below;

"the Net
Invoice
Amount":          the gross invoice price billed by or on behalf of the 
                  Licensee to wholesalers and/or retailers less Value Added Tax 
                  (at the prevailing rate) where applicable;

"the Net
Sales":           the Packets sold by and not returned to the Licensee under 
                  this Agreement; 

"Packet:"         the unit in which stickers and trading cards are respectively
                  offered for sale to the public;


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<PAGE>

"the
Performance
Targets":         the performance targets to be met by the Licensee during each 
                  year of the Term, as set out in Clause 9 below;

"the Player":     a player as defined in the Rules of the Football Association  
                  Premier League who is at the relevant time registered with a 
                  Club;

"the Players'
Photographs":     the Clubs' Photographs and the Licensors' Photographs;

"the Quarter:"    the period beginning on 1st January, 1st April, 1st July or 
                  1st October in any Year;

"the Rights":     those rights granted to the Licensee pursuant to Clause 2.1;

"the Term":       the term of this Agreement which shall commence upon the 1st 
                  January 1994 and shall expire on the third anniversary of 
                  such date unless extended pursuant to Clause 10 or terminated 
                  earlier by either party pursuant to Clause 11;

"the
Territory":       the United Kingdom of Great Britain and Northern Ireland, the 
                  Isle of Man, the Channel Islands and the Republic of Ireland;

"the Year":       the calendar year.

1.2      References in this Agreement to Clauses and Schedules are references 
         to the Clauses and Schedules contained in or forming part of this
         Agreement.

1.3      The headings in this Agreement are for ease of reference only and it 
         is not intended by the parties that they should be used for the
         purpose of interpreting or construing any of the provisions hereof.


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<PAGE>

2.       LICENSE OF RIGHTS

2.1      In consideration of payment of the Minimum Guarantee and the 
         Licensor's Royalties, the Licensor hereby grants to the 
         Licensee solely and exclusively the following rights throughout the 
         Territory and for the duration of the Term:

         (a) the right to produce, manufacture, distribute and sell the 
         Licensed Articles incorporating the Marks, the Designs the Players' 
         Photographs and such other photographs of Players as the Licensee may 
         determine (to the extent the Licensor is empowered so to do);

         (b) the right to incorporate the Marks, the Designs the Players'
         Photographs and (to the extent the Licensor is empowered so to do) 
         such other photographs of Players as the Licensee may determine in all
         types of advertising material (such as press advertising, catalogues,
         packaging, price tags, etc.) serving the distribution and sale of the
         Licensed Articles.

2.2      All rights not expressly granted to the Licensee hereunder are 
         reserved to the Licensor who shall be free to use such rights in any 
         manner in its sole discretion.

2.3      The Licensor shall supply, or produce the supply by the Clubs of
         materials (including Players' Photographs, and artwork and
         transparencies used in the Designs) which are reasonably necessary for
         the production of the Licensed Articles.  Such supply will be at no 
         cost to the Licensee, other than where processing or handling costs 
         are involved, in which case a reasonable charge (payable to the 
         Licensor or Clubs as appropriate) may be made to cover such costs.

2.4      Any materials supplied to the Licensee hereunder shall as between the
         parties hereto remain the property of the Licensor (or the Clubs, 
         where applicable).

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3.       LICENSEE'S OBLIGATIONS

3.1      In consideration of the Rights granted under this Agreement the
         Licensee shall pay to the Licensor the following fees:

         (a)    the Minimum Guarantee ( in accordance with the provisions of 
                Clause 8); and

         (b)    a royalty on Net Sales (in accordance with the provisions of 
                this Clause).
<PAGE>

3.2      The rate of royalty shall be determined by reference to the volume of
         Net Sales during the Year in question as follows:

             1                                                 2

Volume of Net Sales in the Year                      Royalty Rate Payable

Less than 10,000,000                      [INFORMATION SUBJECT TO REQUEST FOR 
                                           CONFIDENTIAL TREATMENT]

10,000,000 - 19,999,999                   [INFORMATION SUBJECT TO REQUEST FOR 
                                           CONFIDENTIAL TREATMENT]

20,000,000 - 29,999,999                   [INFORMATION SUBJECT TO REQUEST FOR 
                                           CONFIDENTIAL TREATMENT]   

30,000,000 - and over                      [INFORMATION SUBJECT TO REQUEST FOR 
                                           CONFIDENTIAL TREATMENT]

but:

3.2.1    (for the avoidance of doubt) where the Net Sales in the Year exceed
         the maximum figure given in any of the bands of column 1 above the 
         higher rate of royalty given in the next band of column 2 shall apply 
         only in respect of that number of Net Sales which fall within the 
         corresponding band of column 1;


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<PAGE>

3.2.2    the rate of royalty assumes that each Packet of stickers shall contain
         6 stickers.  If, over the Year, the average number per Packet is
         materially more than 6, then (for the purposes of calculating the
         royalty pursuant to this Clause 3) the volume of Net Sales shall be
         reduced pro rata.

3.3      The amount of Licensor's Royalties:

         3.3.1 shall, as regards Packets of stickers, be calculated by applying
         the appropriate percentage rates set out in Clause 3.2 to the Net
         Invoice Amount.  No deductions ( such as commissions freight packing
         cost or trade discounts) shall be allowed in determining the Net
         Invoice Amount.  The amount of Licensor's Royalties shall not be less
         than [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT] per 
         Packet of stickers.

         3.3.2 shall, as regards Packets of trading cards, be such amount as 
         the parties hereto may agree.

3.4      The Licensor's Royalties and Minimum Guarantee are expressed exclusive
         of value added tax which shall be charged by the Licensor and paid by
         the Licensee against accurate invoices at the prevailing rates.

3.5      The Licensee acknowledges that it shall have no right to set off any
         debts owed to it by the Licensor against any payments due from it to
         the Licensor hereunder.

3.6      Subject to Clauses 8 and 12.4 below the Licensee undertakes that it
         shall pay the Licensor's Royalties within 21 days of the last day of
         December, March, June and September in each Year of the Term by
         delivering a cheque to the Licensor at the above address or such 
         other address as shall be notified by the Licensor to the Licensee the
         Licensor undertaking that it shall promptly supply an accurate VAT
         invoice for the amount thereof charged at the prevailing rates.


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<PAGE>

3.7      In accounting for and paying Licensor's Royalties the Licensee will
         assume that [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT]
         per cent of Packets sold by the Licensee during the preceding quarter 
         will be returned and the Licensee will be entitled to retain 
         [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT] per cent 
         of the Net Invoice Amount of such Packets as a provision against 
         returns.  No later than 21st January in each Year the Licensee will 
         supply the Licensor with an account of Net Sales (including the 
         average number of Stickers per Packet) for the preceding Year adjusted
         for actual returns together with a balancing payment of Licensor's 
         Royalties if any is payable.  The Licensor will immediately pay to the 
         Licensee the amount by which sums paid to the Licensor under Clause 
         3.6 in the preceding Year exceed the Net Sales for that Year.

3.8      Any sum due under this Agreement which remains unpaid after the date 
         on which it became due shall subject to Clause 11.1 incur interest at 
         the rate of three per cent (3%) per annum over Barclays Bank plc 
         Minimum Base Lending Rate from time to time (which interest shall be 
         paid to the Licensor at the same time as the principal amount).

3.9      Throughout the Term and for one year after expiration or termination 
         of this Agreement the Licensee shall keep at the address above shown 
         full and accurate books of account, records, contracts and prices 
         showing all dealings in the Licensed Articles including the total
         number of units of each of the Licensed Articles manufactured, 
         distributed and returned whether by wholesale or retail, or 
         distributed without charge for promotional purposes and of all units
         lost, damaged or stolen, and a calculation of the Licensor's Royalties
         in respect of the Licensed Articles.

3.10     Within 21 days of the last day of March, June, September and December
         in each Year of the Term and the last day of the Quarter in which
         termination occurs the Licensee shall provide a detailed summary of 
         the information referred to in Clause 3.9 above.


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<PAGE>

3.11     The Licensee agrees that the Licensor shall be entitled to arrange for
         an annual audit to inspect and make copies of the Licensee's books of
         account, records, contracts and any other relevant material relating 
         to the Agreement in order to verify the sums due to the Licensor.  If 
         such audit reveals that the Licensee owes an additional sum in excess 
         of 10% of the last payment, then the Licensee shall pay the cost of 
         the audit.

<PAGE>

3.12     The Licensee agrees to include the following copyright notice in and 
         on the Licensed Articles and in all publicity, advertising, 
         promotional and packaging material in respect of the marketing and 
         distribution of the Licensed Articles: "(Copyright) FA Premier League
         Limited [Year of publication]", and an appropriate trademark notice 
         whenever the Marks or the F.A. Marks are used.

3.13     The Licensee agrees that the Licensor shall be entitled to approve the
         Licensed Articles prior to manufacture and distribution such approval 
         not to be unreasonably withheld or delayed PROVIDED that if the 
         Licensor proposes to exercise the right to approve it will notify the
         Licensee in timely manner and the Licensee undertakes in a timely 
         manner to supply such samples of each of the Licensed Articles in the 
         exact form and material in which the Licensee proposes to manufacture,
         distribute and sell them.  The Licensee acknowledges that such 
         approval if so required must be in writing.

3.14     The Licensee agrees that the Licensor shall be entitled to approve all
         publicity promotional advertising and packaging material in respect of
         each of the Licensed Articles such approval not to be unreasonably
         withheld or delayed PROVIDED that if the Licensor proposes to exercise
         the right to approve it will notify the Licensee in timely manner and
         the Licensee undertakes in a timely manner to supply such samples of
         all such material.  The Licensee acknowledges that such approval if so
         required must be in writing.


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<PAGE>

3.15     The Licensee acknowledges that all copyright, trademarks and any other
         intellectual property rights in the Marks the Designs and the Players'
         Photographs together with any goodwill attaching thereto shall as
         between Licensor and Licensee remain the sole property of the 
         Licensor.

3.16     The Licensee may not assign the Rights granted under this Agreement in
         total or in part to any third party (without the Licensor's prior
         written consent).

3.17     The Licensee acknowledges that it is solely responsible for all costs
         incurred by the Licensee in the commercial exploitation of the 
         Licensed Articles including the manufacturing, distribution, selling, 
         advertising and promotion thereof.

3.18     The Licensee agrees to provide free of charge to the Licensor five (5)
         copies of each of the Licensed Articles in the form in which they are
         released to the general public.

4.       LICENSOR'S WARRANTIES

         The Licensor undertakes and warrants that:

4.1      it is fully entitled to enter into this Agreement and to grant the 
         Rights hereunder;

4.2      it is the sole owner of or controls to the extent necessary:

         (i)    the Marks;

         (ii)   the Licensor's Designs;

         (iii)  the Licensor's Photographs;

4.3      it has been licensed by the Clubs to sub-license to the Licensee the 
         rights in the Clubs' Designs and Clubs' Photographs as provided in 
         Clause 2.1;


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<PAGE>

4.4      the exercise by the Licensee of the rights as provided in this 
         Agreement will not infringe the rights of any third party;

4.5      there is not in  force at the date hereof any sponsorship or other
         commercial contract between it or any Club granting and neither it nor 
         any Club will during the Term grant to any third party engaged
         concerned or interested in or who proposes to be engaged concerned or
         interested in the manufacture distribution or sale of football 
         stickers or football cards or football sticker or card albums any 
         right in the Territory in the Players' Photographs the Marks or the 
         Designs;

4.6      in the event that any articles substantially similar to the Licensed
         Articles are without the prior written approval of the Licensor and
         Licensee distributed or proposed for distribution by a third party the
         party made aware will immediately notify and consult with the other
         party and the Licensor will use all reasonable endeavours (including
         undertaking legal action where in its reasonable opinion it deems this
         necessary or appropriate) to procure the removal of the unauthorised
         articles from the market;

4.7      it shall procure that any Club granting permission to a photographer 
         to take photographs on its premises shall, as a condition of such 
         grant, request the photographer to assign to the Club copyright in all 
         photographs taken on the Club's premises.

5.       LICENSEE'S WARRANTIES

         The Licensee undertakes and warrants that:

5.1      it is free and entitled to enter into this Agreement and to perform 
         the obligations undertaken by it hereunder;

5.2      it will not do or omit to do anything which might undermine the 
         validity of the Marks as registered Trade Marks;


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<PAGE>

5.3      if required by the Licensor it will execute and register at its own
         expense a Registered User Agreement in relation to its use of the 
         Marks and in accordance with the provisions of the Trade Mark Act 1938
         and the Trade Mark Rules 1938 and any re-enactments and modifications
         thereof;

5.4      it will not adopt or use (otherwise than in accordance with the
         provisions of this Agreement) any trade mark or symbol, emblem, logo,
         mark or designation which includes or is confusingly similar to or is 
         a simulation or colourable imitation of the Designs or the Marks or 
         which unfairly competes with the same;

5.5      if requested by the Licensor on behalf of the F.A. it will enter into
         an undertaking on terms reasonably satisfactory to the Licensor on
         behalf of the F.A. that it will comply with such terms and conditions
         regarding the use of the F.A. Marks as may reasonably be required by
         the F.A. and that it shall also enter into a Registered User Agreement
         in any territory where such an Agreement is, in the F.A.'s reasonable
         opinion, necessary or desirable to protect the F.A.'s position in
         relation to the F.A.
         Marks;

5.6      it will in no way alter the photographic negatives or images of the
         Players' Photographs provided that the Licensor will not prevent the
         Licensee from reproducing part only of such photographic negatives or
         images;

5.7      the Licensed Articles shall not make use of the Players' Photographs, 
         Marks or Designs in any way which might be obscene or defamatory;

5.8      the Licensed Articles shall be produced to sample or (if none is
         required) reasonable quality and shall conform to all regulations of
         government or other relevant authority;

5.9      it will not without the prior written consent of the Licensor enter
         into any agreement with a third party for the sponsorship of any of 
         the Licensed Articles.


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<PAGE>

6.       MUTUAL INDEMNITY

6.1      The Licensor and the Licensee mutually undertake to indemnify the 
         other against all liabilities, claims, demands, actions, costs, 
         damages and loss suffered by the party not in breach arising out of 
         any breach by the other party of any of the terms of this Agreement.  
         This undertaking shall not, however, extend to and neither party shall
         have any liability to the other for loss of profits or goodwill even
         if such loss was reasonably foreseeable or the party not in breach had 
         been advised of the possibility of the other incurring the same.

6.2      In the event of any  claim, dispute, action, writ or summons being
         brought by any third party against either party in connection with
         this Agreement the Licensor and the Licensee agree to provide full 
         details to the other party at the earliest opportunity and shall not 
         settle any such matter without first consulting the other party.

7.       CONFIDENTIALITY

         The Licensor and the Licensee shall not disclose to any third party 
         any confidential information relating to the business or future plans 
         of the other party at any time acquired during the existence of this
         Agreement save in so far as such information has come into the public
         domain through no fault of the recipient or its agents or employees or
         its disclosure is required by law and no reference shall be made to 
         the terms of this Agreement by either party in any advertising,
         publicity or promotional material without the prior consent of the
         other party.


8.       MINIMUM GUARANTEE

8.1      By way of Minimum Guarantee of its obligation to pay Licensor's 
         Royalty the Licensee shall pay to the Licensor sums at the rate of 
         [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT]per annum.


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<PAGE>

8.2      The Minimum Guarantee shall accrue Quarterly on the first day of each
         Quarter during the Term and shall be paid in equal instalments each of
         [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT] as to the
         first instalment on the date of signature of this Agreement and as to
         subsequent instalments on the last day of each preceding Quarter by 
         the Licensee delivering a cheque drawn on a UK clearing bank to the 
         Licensor at the above address or at such other address as shall be
         notified by the Licensor to the Licensee.

8.3      The Minimum Guarantee may be set off against the Licensor's Royalties
         provided such are paid in accordance with the provisions of Clause 3 
         so that with respect to each Quarter during the Term if the Licensor's
         Royalties due and payable by the Licensee exceed the amount of Minimum
         Guarantee paid then only the excess shall be payable by the Licensee.

8.4      For the avoidance of doubt if in any Quarter during the Term the
         Licensor's Royalties fail to exceed the level of the Minimum Guarantee
         paid in respect of such Quarter then the Licensee shall not be 
         entitled to any rebate of the Minimum Guarantee payment.

9.       LICENSEE'S PERFORMANCE TARGETS

9.1      The Licensee shall procure that by the following dates the following
         cumulative retail performance targets are met or exceeded:

         By                 Number of Packets Sold      Cumulative Number Sold

         31st July 1994     [INFORMATION SUBJECT TO REQUEST FOR 
                             CONFIDENTIAL TREATMENT]

         31st July 1995     [INFORMATION SUBJECT TO REQUEST FOR 
                             CONFIDENTIAL TREATMENT]

         31st July 1996     [INFORMATION SUBJECT TO REQUEST FOR 
                             CONFIDENTIAL TREATMENT]

9.2      If by any of the dates given in column 1 of Clause 9.1 the 
         corresponding number of packets given in column 2 has not been sold
         the Licensor shall have the right within one month of receipt of such
         information to serve on the Licensee notice terminating this 
         Agreement.


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<PAGE>

10.      EXTENSION

         Subject to due performance of its respective obligations hereunder,
         either party shall at its option be entitled to extend the Term for a
         further period of twelve (12) months from the date when the Term would
         otherwise have expired by giving  notice in writing to that effect to
         the other party not later than six (6) months before the original
         expiry date.  If such notice of extension is served this Agreement 
         shall continue in force upon terms which shall be substantially the 
         same as those stated herein, excluding this Clause and Clause 9.

11.      TERMINATION

11.1     Either party shall be entitled to terminate this Agreement forthwith 
         if the other is in material breach of any of its obligations under 
         this Agreement and has not remedied the same (where capable of remedy)
         within fourteen (14) days of service of notice by the other party
         specifying such breach and indicating an intention to terminate if the
         breach is not remedied (if capable of remedy).

11.2     Either party shall be entitled by notice in writing to the other to
         terminate this Agreement forthwith if the other goes into liquidation
         (except for the purposes of amalgamation or reconstruction) or
         receivership (including administrative receivership) or has an
         administrator appointed or makes any arrangement or composition with
         its creditors.

12.      EFFECT OF TERMINATION

12.1     Termination of this Agreement shall not affect rights and obligations
         (other than the Rights which shall forthwith revert to the Licensor)
         which may have accrued to either party before the date of such
         termination.


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<PAGE>

12.2     Upon termination of this Agreement the Licensee shall deliver to the
         Licensor any materials supplied to it in pursuance of Clause 2.3 
         above.

12.3     In the event the Licensor terminates this Agreement:

         (a)   for any reason pursuant to Clause 9.2 or Clause 11 or Clause 14,
         the Licensee shall in no way be entitled as a result thereof to any
         refund of any monies previously paid by it under this Agreement;

         (b)   by reason of breach of Clause 3.1 pursuant to Clause 11.1, or
         for any reason pursuant to Clause 11.2, the Licensee's liability in
         respect of the Minimum Guarantee shall be for the amount which would
         have become due under Clause 8 during the balance of the Term (if the
         Agreement had not been terminated).
<PAGE>

12.4     Notwithstanding termination of this Agreement pursuant to the 
         provisions of Clause 9.2, 11 or 14, the following clauses of this
         Agreement shall be deemed to survive termination or expiry  hereof:
         Clauses 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 7 and 13.

13       SELL-OFF PERIOD

         The Licensee shall be entitled to sell off, on a  non-exclusive basis,
         Licensed Articles previously manufactured under this Agreement for the
         purpose of commercial sale for a period of three (3) months from the
         date of expiry or termination provided that the Licensee adheres to 
         the terms of this Agreement.

14.      FORCE MAJEURE

         If either party to this Agreement is prevented or delayed in the
         performance of any of its obligations under this Agreement by a cause
         affecting the performance of such obligation which is beyond the
         reasonable control of that party and if such party gives written 
         notice thereof to the other party within 7 days after the


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<PAGE>
  
         commencement of the cause in question and specifying the matters 
         constituting such cause and the period for which it is estimated that 
         such prevention or delay will continue together with such evidence of 
         such matters as it is reasonably able then to give as from the date of 
         such notice for so long as such cause of prevention or delay shall 
         continue the party so prevented or delayed shall be excused the
         performance or the punctual performance (as the case may be) of the 
         particular obligation or obligations which it is prevented or delayed 
         from performing PROVIDED that said party shall use its best endeavours
         to bring to an end such cause as soon as possible and PROVIDED FURTHER
         that is such cause continues for more than 60 days the other party
         shall be entitled to terminate this Agreement by notice in writing.

15.      GRANT OF RIGHTS

         The rights granted to the Licensee under this Agreement are personal 
         to the Licensee and not capable of  transmission in any form 
         whatsoever to the successors of the Licensee.

16.      NO ASSIGNMENT

         Neither party may assign, transfer, charge or otherwise dispose of or
         subcontract any of its rights or obligations under this Agreement, or
         agree so to do, without the prior written consent of the other party.
         The Licensee is hereby  authorised to sub-contract certain additional
         functions subcontracted at the date hereof, and printing packaging and
         distribution of the Licensed Articles PROVIDED THAT the Licensee shall
         remain fully liable to the Licensor for its obligations and 
         undertakings in this Agreement.

17.      NO PARTNERSHIP

         This Agreement shall not constitute a partnership or joint venture
         between the parties hereto.


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<PAGE>

18.      WHOLE AGREEMENT

         This Agreement constitutes the entire agreement between the parties
         with regard to the subject matter hereof and may only be amended in
         writing signed by the duly authorised representatives of both parties.

19.      NOTICES

         Any notice to be served under this Agreement shall be in writing and
         served upon the recipient at its address hereinbefore set out (or such
         other address as may be notified for this purpose) either by hand, by
         first class post, by telex or facsimile and shall be deemed served
         seventy-two hours after posting if sent by first class post, on
         delivery if delivered by hand, on receipt of correct answerback if 
         sent by telex and on completion of transmission if sent by facsimile.

20.      LEGAL COSTS

         Each party shall bear the legal costs incurred by it in relation to 
         the preparation of this Agreement.

21.      GOVERNING LAW

         This Agreement shall be governed by the laws of England and the 
         parties hereby submit to the exclusive jurisdiction of the courts of
         England.

22.      RESTRICTIVE TRADE PRACTICES ACT 1976

         Any provisions in this Agreement or in any arrangement of which this
         Agreement forms part by virtue of which this Agreement or such
         arrangement is subject to registration under the Restrictive Trade
         Practices Act 1976 shall not come into effect until the date following
         the day on which particulars of this Agreement and of any such
         arrangement shall have been furnished to the Office of Fair


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<PAGE>

         Trading (or on such later date as may be provided for in relation to 
         such restriction).

   AS WITNESS the hands of the duly authorised representatives of the parties 
   the day and year first before written














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<PAGE>


                                  SCHEDULE ONE

                 The Clubs who are members of the Premier League
                             for the 1993/94 Season



                              Arsenal Football Club
                            Aston Villa Football Club
                         Blackburn Rovers Football Club
                              Chelsea Football Club
                           Coventry City Football Club
                              Everton Football Club
                           Ipswich Town Football Club
                           Leeds United Football Club
                             Liverpool Football Club
                          Manchester City Football Club
                         Manchester United Football Club
                         Newcastle United Football Club
                           Norwich City Football Club
                          Oldham Athletic Football Club
                        Queens Park Rangers Football Club
                         Sheffield United Football Club
                        Sheffield Wednesday Football Club
                            Southampton Football Club
                           Swindon Town Football Club
                         Tottenham Hotspur Football Club
                          West Ham United Football Club
                             Wimbledon Football Club


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<PAGE>


                                  SCHEDULE TWO

                             The Licensor's Designs





                                       21
<PAGE>


Signed by RICK PARRY
Duly authorised on behalf of
THE FOOTBALL ASSOCIATION
PREMIER LEAGUE LIMITED
in the presence of:-




Signed by



Duly authorised on behalf of
MERLIN PUBLISHING
INTERNATIONAL plc
in the presence of:-


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<PAGE>


R.N. Parry Esq.
F.A. Premier League
16 Lancaster Gate
London W2 3LW

2nd July 1996

Dear Rick,

         License Agreement dated 3rd August 1994 between F.A. Premier League 
Ltd. and Merlin Publishing International plc (the `License Agreement')

This letter will serve as confirmation of our agreement to extend the term of
our current License Agreement for cards, stickers and albums.

All conditions expressed in the License Agreement will remain in force and
fully applicable in the Additional Period except as expressly set forth herein. 
All terms used herein without definition shall have the meaning ascribed to 
them in the License Agreement.

1)       Term

The term of the License Agreement is extended so that it shall extend through
to 31st December 2000.  The period from 1st January 1997 through to 31st 
December 2000 is hereinafter referred to as the `Additional Period'.

2)       Exclusivity

Notwithstanding paragraph (B) of the recitals to the License Agreement, as from 
1st April 1997 collectable trading cards will be licensed to Merlin on a
non-exclusive basis.  Collectable stickers and albums will continue to be
licensed on an exclusive basis.

3)       Licensed articles

During the Additional Period, the following new items will be included among 
the Licensed Articles, on a non-exclusive basis:

Dry and wet transfers
Tattoos
Stickers sold on rolls or packs without album

The royalty rate applicable for these new Licensed Articles will be
[INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT].

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4)       Consideration

In consideration of the granting of the Additional Period, and the other
variations contained herein, the Minimum Guarantee payable in each year of the
Additional Period shall be [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL 
TREATMENT].

The License Agreement remains in full force and effect and shall only be deemed
amended to the extent expressly set forth in this letter.



Signed for and on behalf of                        Signed for and on behalf of
Merlin Publishing International                    F.A. Premier League Ltd.





Kelvyn Gardner                                     R.N. Parry
Group Licensing Director                           Chief Executive