<PAGE>   1

                                EXHIBIT 10.25

                            The Walt Disney Company
                          500 South Buena Vista Street
                            Burbank, California 91521 
                            
July 14, 1995


Sun Sportswear, Inc.
6520 South 190th Street
Kent, WA 98032

Re:  THE HUNCHBACK OF NOTRE DAME

Dear Sirs/Mesdames:

We hereby agree with you as follows:

1.       MEANING OF TERMS  As used in this Agreement:

         A.      "LICENSED MATERIAL" means the graphic representations of the
                  following:

                          THE HUNCHBACK OF NOTRE DAME characters,
                          but only such characters and depictions of such
                          characters as may be designated by us;

                 and designated still scenes from the motion picture identified
                 in Subparagraph 1.B. hereafter.

         B.      "TRADEMARKS" means "WALT DISNEY" and "DISNEY", the
                 representations of Licensed Material included in Subparagraph
                 1.A. above, and the logo of the following motion picture in
                 which Licensed Material included in Subparagraph 1.A above
                 appears:

                                  THE HUNCHBACK OF NOTRE DAME

         C.      "ARTICLES" means the following items on or in connections with
                  which the Licensed Material and/or the Trademarks are
                  reproduced or used:

                          (1)     Short sleeve t-shirts
                          (2)     Long sleeve t-shirts
                          (3)     Fleece sweatshirts
                          (4)     Novelty knit tops
                          (5)     Turtlenecks
                          (6)     Knit shorts
                          (7)     Knit bottoms

                          The Articles identified above as Articles Numbers 1 -
                          5 are to be manufactured in Girls' sizes 4 - 6 X and
                          7 - 16, Junior Girls' sizes 3 - 13 and Women's/Plus
                          sizes S, M, L, XL, XXL and XXXL.  Articles Numbers 6
                          - 7 are to be manufactured in Junior Girls' sizes 3 -
                          13 and Women's/Plus sizes S, M, L, XL, XXL and XXXL.







                                       44
<PAGE>   2


                          Articles Numbers 1 - 7 above may include spot
                          screens, four color process prints, allover prints,
                          garment dyes, rotary prints, and oversize graphics
                          but may not include embellishments or embroideries.

         D.      "MINIMUM PER ARTICLE ROYALTY" means for each Article identified
                 herein which is sold the sum indicated herein:

                          None.

         E.      PRINCIPAL TERM" means the period commencing July 3, 1995, and
                 ending December 31, 1997.

         F.      "TERRITORY" means the United States, United States PX's
                 wherever located, and United States territories and
                 possessions, excluding Puerto Rico, Guam, Commonwealth of
                 Northern Mariana Islands and Palau.  However, if sales are
                 made to chain stores in the United States which have stores in
                 Puerto Rico, such chain stores may supply Articles to such
                 stores in Puerto Rico.

         G.      "ROYALTIES" means a royalty in the amounts set forth below in
                 Subparagraphs 1.G.(1)(a), (b), and (c) and Royalties shall be
                 further governed by the provisions contained in Subparagraphs
                 1.G.(2)-(5):

                 (1)(a)   twelve percent (12%) of your Net Invoiced Billings to
                          authorized retailers for Articles shipped by you from
                          a location in the Territory for delivery to a
                          customer located in the Territory ("F.O.B. In
                          Sales"); or

                    (b)   sixteen percent (16%) of your Net Invoiced Billings
                          to authorized retailers when your customer located in
                          the Territory bears the costs (e.g., shipping,
                          duties, and the like) of obtaining delivery in the
                          Territory of Articles manufactured outside the
                          Territory ("F.O.B. Out Sales"); or

                    (c)   if a Minimum Per Article Royalty has been specified
                          in Subparagraph 1.D. above, and it would result in a
                          higher royalty to be paid for the Articles, you agree
                          to pay the higher royalty amount.

                 (2)      The sums which we are paid as Royalties on any sales
                          to your Affiliates shall be no less than the sums
                          paid on sales to customers not affiliated with you,
                          and if such Affiliate is a reseller of the Articles,
                          the sale to such Affiliate shall not be counted as a
                          sale for Royalty calculation purposes; in such case,
                          the relevant sale for Royalty calculation purposes
                          shall be that of such Affiliate.

                 (3)      All sales of Articles shipped to a customer outside
                          the Territory pursuant to a distribution permission
                          shall bear a






                                       45
<PAGE>   3


                          Royalty at the rate for F.O.B. Out Sales.  However,
                          sales of Articles to our Affiliates outside the
                          Territory shall bear a Royalty at the rate for F.O.B.
                          In Sales.

                 (4)      Royalties payable shall be not less for each Article
                          sold than the Minimum Per Article Royalty, if such a
                          Royalty has been specified in Subparagraph 1.D.  No
                          Royalties are payable on the mere manufacture of
                          Articles.

                 (5)      The full Royalty percentage shall be payable on
                          close-out or other deep discount sales of Articles,
                          including sales to employees.

         H.      "NET INVOICED BILLINGS" means the following:

                 (1)      actual invoiced billings (i.e., sales quantity
                          multiplied by your selling price) for Articles sold,
                          and all other receivable of any kind whatsoever,
                          received in payment for the Articles, whether
                          received by you or any Affiliate of yours, except as
                          provided in Subparagraphs 1.G.(2), and 1.H.(2), less
                          "Allowable Deductions" as hereinafter defined.

                 (2)      The following are not part of Net Invoiced Billings:
                          invoiced charges for transportation of Articles
                          within the Territory which are separately identified
                          on the sales invoice, and taxes on the sale.

         I.      "ALLOWABLE DEDUCTIONS" means the following:

                 (1)      volume discounts and other discounts separately
                          identified on your sales invoices as being applicable
                          to sales of Articles licensed hereunder or to
                          combined sales of such Articles and other products
                          not licensed by us, and post-invoice credits granted
                          and properly documented as applicable to sales of
                          Articles licensed hereunder or to combined sales of
                          such Articles and other products not licensed by us;
                          in the event that a post-invoice credit is issued
                          for combined sales of Articles and other products not
                          licensed by us, and you cannot document the portion
                          of the credit applicable to the Articles, you may
                          apply only a pro rata portion of the credit to the
                          Articles.

                 (2)      The following are not Allowable Deductions, whether
                          granted on sales invoices or as post-invoice credits:
                          cash discounts granted as terms of payment; early
                          payment discounts; allowances or discounts relating
                          to advertising; mark down allowances; costs incurred
                          in manufacturing, importing, selling or advertising
                          Articles; freight costs incorporated in the selling
                          price; and uncollectible accounts.







                                       46
<PAGE>   4


         J.      "ROYALTY PAYMENT PERIOD" means each calendar quarterly period
                 during the Principal Term and during any other term.

         K.      "ADVANCE" means the following sum(s) payable by the following
                 date(s) as an advance on Royalties to accrue in the following
                 period(s):

                          $87,500.00 payable upon your signing of this
                          Agreement for the period commencing July 3, 1995,
                          and ending December 31, 1997.

         L.      "GUARANTEE" means the following sum(s) which you guarantee to
                 pay as minimum Royalties on your cumulative sales in the
                 following period(s):

                          $350,000.00 for the period commencing July 3, 1995,
                          and ending December 31, 1997.

         M.      "SAMPLES" means six (6) samples of each stock keeping unit
                 ("SKU") of each Article, from the first production run of each
                 supplier of each SKU of each Article.

         N.      "PROMOTION COMMITMENT" means the following sum(s) which you
                 agree to spend in the following way(s):

                          You agree to promote the Articles with in-store
                          signage, promotional programs, and trade and consumer
                          advertising during the Principal Term of this
                          Agreement.  You further agree to spend an amount
                          equal to no less that $20,000.00 on the in-store
                          signage and promotional programs and an amount equal
                          to no less than $25,000.00 on the trade and consumer
                          advertising.  The in-store signage, promotional
                          programs, trade and consumer advertising shall be
                          devoted exclusively to the Articles.

         O.      "MARKETING DATE" means the following date(s) by which the
                 following Article(s) shall be available for purchase by the
                 public at retail outlets authorized pursuant to Subparagraph
                 2.A.:

                 (1)      By release date of the film, currently estimated to
                          be June 1996, for all Articles; provided, however,
                          that you are responsible for assuring that no
                          Articles shall be displayed to the general public,
                          either by you or by anyone else, or available for
                          consumer purchase prior to two (2) weeks before the
                          release date, and you agree that you shall be liable
                          to us for any damages which occur due to earlier
                          display or availability of Articles.  In the event
                          that any of the Articles are displayed or available
                          prior to two (2) weeks before the release date of the
                          film, we may, in our absolute discretion, require
                          that you recall such Articles, and you shall be
                          responsible for





                                       47
<PAGE>   5


                          accomplishing such recall and shall bear all costs 
                          and expenses relating thereto.

                 (2)      When the actual release date of the film is
                          determined, you shall be advised in writing of the
                          shipping date for Articles, and you may not ship any
                          Articles to any customer before the shipping date.
                          In the event you ship any Articles before the
                          shipping date, and any retailers display or make the
                          Articles available for consumer purchase prior to two
                          (2) weeks before the film release date, you shall
                          immediately pay us liquidated damages in the amount
                          of $50,000.00 for each such retailer.

                 (3)      The remedies set forth in this Paragraph 1.0 are in
                          addition to any other remedies available to us.

         P.      "AFFILIATE" means, with regard to you, any corporation or
                 other entity which directly or indirectly controls, is
                 controlled by, or is under common control with you; with
                 regard to us, "Affiliate: means any corporation or other
                 entity which directly or indirectly controls, is controlled
                 by, or is under common control with us.  "Control" of an
                 entity shall mean possession, directly or indirectly, of power
                 to direct or cause the direction of management or policies of
                 such entity, whether through ownership of voting securities,
                 by contract or otherwise.

2.       RIGHTS GRANTED

         A.      In consideration for your promise to pay and your payment of
                 all Royalties, Advances and Guarantees required hereunder, we
                 grant you the non-exclusive right, during the Principal Term
                 and any extension thereof, and only within the Territory, to
                 reproduce the Licensed Material only on or in connection with
                 the Articles, to use the Trademarks, but only such Trademarks
                 and uses thereof as may be approved when the Articles are
                 approved and only on or in connection with the Articles, and
                 to manufacture, distribute for sale and sell the Articles
                 (other than by direct marketing methods, including but not
                 limited to direct mail and door-to-door solicitation).  You
                 will sell the Articles only to mass market retailers
                 (including such retailers as Target, Toys R Us, WalMart and
                 Kmart), value-oriented department stores (including such
                 retailers as J.C. Penney Co., Inc., Sears, Montgomery Ward and
                 Mervyn's) and value-oriented specialty stores (including such
                 retailers as Kids R Us and Baby Superstores) in the Territory
                 for resale to the public in the Territory.  You will not sell
                 the Articles to supermarkets, drug chains, food chains, other
                 retailers or to wholesalers.  If there is a question as to
                 whether a particular customer falls within any of the
                 categories specified above, our determination shall be
                 binding.  If you wish to sell the Articles to wholesalers for
                 resale to authorized retailers, you must notify us and
                 negotiate the applicable royalty rate for such sales, which
                 you acknowledge shall be higher royalty rate than






                                       48
<PAGE>   6


                 the rate set forth in Subparagraphs 1.G.(1)(a) and (b) for
                 sales to retailers.

         B.      Unless we consent in writing, you shall not sell or otherwise
                 provide Articles for use as premiums (including those in
                 purchase-with-purchase promotions), promotions, give-aways,
                 fund-raisers, or entries in sweepstakes, or to customers for
                 resale by direct mail or other direct marketing methods,
                 including, without limitation, home shopping television
                 programs, or to customers for inclusion in another product,
                 unless such product has been licensed by us.  However, nothing
                 contained herein shall preclude you from soliciting orders by
                 mail from those retailers authorized pursuant to Subparagraph
                 2.A. above, nor from selling to such authorized retailers
                 which sell predominantly at retail, but which include the
                 Articles in their mail order catalogs or otherwise sell
                 Articles by direct marketing methods as well as at retail.  If
                 you wish to sell the Articles to other customers for resale
                 through mail order catalogs, you must obtain our prior written
                 consent in each instance.

         C.      Unless we consent in writing, you shall not give away or
                 donate Articles, except minor quantities of samples, not for
                 onward distribution, to your accounts or other persons for the
                 purpose of promoting Article sales.

         D.      Nothing contained herein shall preclude you from selling
                 Articles to us or to any Affiliate of ours, or to your or our
                 employees, subject to the payment to us of Royalties on such
                 sales.

         E.      We further grant you the right to reproduce the Licensed
                 Material and to use the Trademarks, only within the Territory,
                 on containers, packaging and display material for the
                 Articles, and in advertising for the Articles.

         F.      Nothing contained in this Agreement shall be deemed to imply
                 any restriction on your freedom and that of your customers to
                 sell the Articles at such prices as you or they shall
                 determine.

         G.      You recognize and acknowledge the vital importance to us of
                 the characters and other proprietary material we own and
                 create, and the association of the Disney name with them.  In
                 order to prevent the denigration of our products and the value
                 of their association with the Disney name, and in order to
                 ensure the dedication of your best efforts to preserve and
                 maintain that value, you agree that, during the Principal Term
                 and any extension hereof, you will not manufacture or
                 distribute any merchandise embodying or bearing any artwork or
                 other representation which we determine, in our reasonable
                 discretion, is confusingly similar to our Disney characters or
                 other proprietary material.






                                       49
<PAGE>   7



3.       ADVANCE

         A.      You agree to pay the Advance, which shall be on account of
                 Royalties to accrue during the Principal Term only, and only
                 with respect to sales in the Territory; provided, however,
                 that if any part of the Advance is specified hereinabove as
                 applying to any period less than the Principal Term, such part
                 shall be on account of Royalties to accrue during such lesser
                 period only.  If said Royalties should be less than the
                 Advance, no part of the Advance shall be repayable.

         B.      Royalties accruing during any sell-off period or extension of
                 the Principal Term shall not be offset against the Advance
                 unless otherwise agreed in writing.  Royalties accruing during
                 any extension of the Principal Term or any other term shall be
                 offset only against an advance paid with respect to such
                 extended term.

         C.      In no event shall Royalties accruing by reason of any sales to
                 us or an Affiliate of ours or by reason of sales outside the
                 Territory pursuant to a distribution permission be offset
                 against the Advance or any subsequent advance.

4.       GUARANTEE

         A.      You shall, with your statement for each Royalty Payment Period
                 ending on a date indicated in Subparagraph 1.L. hereof
                 defining "Guarantee," or upon termination if the Agreement is
                 terminated prior to the end of the Principal Term, pay us the
                 amount, if any, by which cumulative Royalties paid with
                 respect to sales in the Territory during any period or periods
                 covered by the Guarantee provision, or any Guarantee provision
                 contained in any agreement extending the term hereof, fall
                 short of the amount of the Guarantee for such period.

         B.      Advances applicable to Royalties due on sales in the period to
                 which the Guarantee relates apply towards meeting the
                 Guarantee.

         C.      In no event shall Royalties paid with respect of sales to us
                 or to any Affiliate of ours, or with respect to sales outside
                 the Territory pursuant to a distribution permission, apply
                 towards the meeting of the Guarantee of any subsequent
                 guarantee.

5.       PRE-PRODUCTION APPROVALS

         A.      As early as possible, and in any case before commercial
                 production of any Article, you shall submit to us for our
                 review and written approval (to utilize such materials in
                 preparing a pre-production sample) all concepts, all
                 preliminary and proposed final artwork, and all three-
                 dimensional models which are to appear on or in the Article.
                 Thereafter, you shall submit to us for our written approval a
                 pre-production sample of each Article.  We shall endeavor to
                 respond to such requests within a reasonable time, but such
                 approvals should be







                                       50
<PAGE>   8


                 sought as early as possible in case of delays.  In addition to
                 the foregoing, as early as possible, and in any case no later
                 than sixty (60) days following written conceptual approval,
                 you shall supply to us for our use for internal purposes, a
                 mock-up, prototype or pre-production sample of each style of
                 each Article on or in connection with which the Licensed
                 Material is used.  You acknowledge that we may not approve
                 concepts or artwork submitted near the end of the Principal
                 Term.

         B.      Approval or disapproval shall lie solely in our discretion,
                 and any Article not so approved in writing shall be deemed
                 unlicensed and shall not be manufactured or sold.  If any
                 unapproved Article is being sold, we may, together with other
                 remedies available to us, including but not limited to,
                 immediate termination of this Agreement, by written notice
                 require such Article to be immediately withdrawn from the
                 market.  Any modification of an Article, including, but not
                 limited to, change of materials, color, design or size of the
                 representation of Licensed Material must be submitted in
                 advance for our written approval as if it were a new Article.
                 Approval of an Article which uses particular artwork does not
                 imply approval of such artwork for use with a different
                 Article.  The fact that artwork has been taken from a Disney
                 publication or a previously approved Article does not mean
                 that its use will necessarily be approved in connection with
                 an Article licensed hereunder.

         C.      If you submit for approval artwork from an article or book
                 manufactured or published by another licensee of ours or of
                 any subsidiary of ours, you must advise us in writing of the
                 source of such artwork.  If you fail to do so, any approval
                 which we may give for use by you of such artwork may be
                 withdrawn by giving you written notice thereof, and you may be
                 required by us not to sell Articles using such artwork.

         D.      Notwithstanding the above, as we rely primarily on you for the
                 consistent quality and safety of the Articles and their
                 compliance with applicable laws and standards, we will not
                 unreasonably object to any change in the design of an Article
                 or in the materials used in the manufacture of the Article or
                 in the process of manufacturing the Articles which you advise
                 us in writing is intended to make the Article safer or more
                 durable.

         E.      If we have supplied you with forms for use in applying for
                 approval of artwork, models, pre-production and production
                 samples of Articles, you shall use such forms when submitting
                 anything for our approval.

6.       APPROVAL OF PRODUCTION SAMPLES

          A.     Before shipping an Article to any customer, you agree to
                 furnish to us, from the first production run of each supplier
                 of each of the Articles, for our approval of all aspects of
                 the Article in question, the number of Samples with packaging
                 which is hereinabove set forth, which shall conform to the
                 approved artwork, three-dimensional models and






                                       51
<PAGE>   9



                 pre-production sample.  Approval or disapproval of the artwork
                 as it appears on the Article, as well as of the quality of the
                 Article, shall lie in our sole discretion and may, among other
                 things, be based on unacceptable quality of the artwork or of
                 the Article as manufactured.  Any Article not so approved
                 shall be deemed unlicensed, shall not be sold and, unless
                 otherwise agreed by us in writing, shall be destroyed.  Such
                 destruction shall be attested to in a certificate signed by
                 one of your officers.  Production samples of Articles for
                 which we have approved a pre-production sample shall be deemed
                 approved, unless within twenty (20) days of our receipt of
                 such production sample we notify you to the contrary.

         B.      You agree to make available at no charge a reasonable number
                 of additional samples of each Article as we may from time to
                 time reasonably request for the purpose of comparison with
                 earlier samples, or to test for compliance with applicable
                 laws, regulations and standards, and to permit us upon
                 reasonable request to inspect your manufacturing operations
                 and testing records (and those of your suppliers) for the
                 Articles.

         C.      It is specifically understood that we may disapprove an
                 Article or a production run of an Article because the quality
                 is unacceptable to us, and accordingly, we recommend that you
                 submit production samples to us for approval before committing
                 to a large original production run or to purchase a large
                 shipment from a new supplier.

         D.      No modification of an approved production sample shall be made
                 without our further prior written approval.  Articles being
                 sold must conform in all respects to the approved production
                 sample.  It is understood that if in our reasonable judgment
                 the quality of an Article originally approved has deteriorated
                 in later production runs, or if the Article has otherwise been
                 altered, we may, in addition to other remedies available to
                 us, by written notice require such Article to be immediately
                 withdrawn from the market.

         E.      The rights granted hereunder do not permit the sale of
                 "seconds" or "irregulars".  All Articles not meeting the
                 standard of approved samples shall be destroyed or all
                 Licensed Material and Trademarks shall be removed or
                 obliterated therefrom.

         F.      Notwithstanding the above, as we rely primarily on you for the
                 consistent quality and safety of the Articles and their
                 compliance with applicable laws and standards, we will not
                 unreasonably object to any change in the design of an Article
                 or in the materials used in the manufacture of the Article or
                 in the process of manufacturing the Articles which you advise
                 us in writing is intended to make the Article safer or more
                 durable.

         G.      We shall have the right, by written notice to you, to require
                 modification of any Article approved by us under any previous
                 agreement between us





                                       52
<PAGE>   10



                 pertaining to Licensed Material.  Likewise, if the Principal
                 Term of this Agreement is extended by mutual agreement, we
                 shall have the right, by written notice to you, to require
                 modification of any Article approved by us under this
                 Agreement.  It is understood that there is no obligation upon
                 either party to extend the Agreement.

         H.      If we notify you of a required modification under Subparagraph
                 6.G. with respect to a particular Article, such notification
                 shall advise you of the nature of the changes required, and
                 you shall not accept any order for any such Article until the
                 Article has been resubmitted to us with such changes and you
                 have received our written approval of the Article as modified.
                 However, you may continue to distribute your inventory of the
                 previously approved Articles until such inventory is exhausted
                 (unless such Articles are dangerously defective, as determined
                 by us).

         I.      Upon our request, you agree to give us written notice of the
                 first ship date for each Article.

7.       APPROVAL OF PACKAGING, PROMOTIONAL MATERIAL AND
         ADVERTISING

         A.      All containers, packaging, display material, promotional
                 material, catalogs, and all advertising, including, but not
                 limited to, television advertising and press releases, for
                 Articles must be submitted to us and receive our written
                 approval before use.  To avoid unnecessary expense if changes
                 are required, our approval thereof should be procured when
                 such is still in rough or storyboard format.  We shall
                 endeavor to respond to requests for approval within a
                 reasonable time.  Approval or disapproval shall lie in our
                 sole discretion, and the use of unapproved containers,
                 packaging, display material, promotional material, catalogs or
                 advertising is prohibited.  Whenever you shall prepare catalog
                 sheets or other printed matter containing illustrations of
                 Articles, you will furnish to us five (5) copies thereof when
                 they are published.

         B.      If we have supplied you with forms for use in applying for
                 approval of artwork, models, pre-production and production
                 samples of Articles, you shall use such forms when submitting
                 anything for our approval.

         C.      We have designed character artwork to be used by all licensees
                 in connection with the packaging of all merchandise using the
                 Licensed Material, and on hang tags and garment labels or such
                 merchandise.  We will supply you with reproduction artwork
                 thereof, and you agree to use such artwork on the packaging of
                 the Articles, and on hang tags and garment labels which you
                 will have printed and attached to each Article at your cost.
                 We recommend that you source the hang tags and garment labels
                 from our authorized manufacturer of pre-approved hang tags and
                 garment labels, the name of which will be provided to you upon
                 request However, you may use another manufacturer for the
                 required hang tags and garment labels if the hang tags and
                 garment labels manufactured are






                                       53
<PAGE>   11



                 of equivalent quality and are approved by us in accordance
                 with our usual approval process.

8.       ARTWORK

         You shall pay us, within thirty (30) days of receiving an invoice
         therefor, for artwork done at your request by us or third parties
         under contract to us in the development and creation of Articles,
         display, packaging or promotional material (including any artwork
         which in our opinion is necessary to modify artwork initially prepared
         by you and submitted to us for approval, subject to your prior written
         approval) at our then prevailing commercial art rates.  Estimates of
         artwork charges are available upon request.  While you are not
         obligated to utilize the services of our Art Department, you are
         encouraged to do so in order to minimize delays which may occur if
         outside artists do renditions of Licensed Material which we cannot
         approve and to maximize the attractiveness of the Articles.

9.       PRINT, RADIO OR TV ADVERTISING

         You will obtain all approvals necessary in connection with print,
         radio or television advertising, if any, which we may authorize.  You
         represent and warrant that all advertising and promotional materials
         shall comply with all applicable laws and regulations.  Our approval
         of copy or storyboards for such advertising will not imply a
         representation or belief by us that such copy or storyboards are
         sufficient to meet any applicable code, standard, or other obligation.
         This Agreement does not grant you any rights to use the Licensed
         Material in animation.  You may not use any animation or live action
         footage from the motion picture from which the Licensed Material comes
         without our prior written approval in each instance.  In the event we
         approve the use of film clips of the motion picture from which the
         Licensed Material comes, for use in a television commercial, you shall
         be responsible for any re-use fees which may be applicable, including
         SAG payments for talent.  No reproduction of the film clip footage
         shall be made except for inclusion, as approved by us, in such
         commercial and there shall be no modifications of the film clip
         footage.  All film clip footage shall be returned to us immediately
         after its inclusion in such commercial.  We shall have the right to
         prohibit you from advertising the Articles by means of television
         and/or billboards.  Such right shall be exercised within our absolute
         discretion, including without limitation for reasons of overexposure
         of the Licensed Material.

10.      LICENSEE NAME AND ADDRESS ON ARTICLES

         A.      Your name, trade name (or a trademark of yours which you have
                 advised us in writing that you are using) and your address (at
                 least city and state) will appear on permanently affixed
                 labeling on each Article or, if the Article is sold to the
                 public in packaging or a container, printed on such packaging
                 or a container so that the public can identify the supplier of
                 the Article.  On soft goods "permanently affixed" shall mean
                 sewn on.  RN numbers do not constitute a sufficient label
                 under this paragraph.





                                       54
<PAGE>   12



         B.      You shall advise us in writing of all trade names or
                 trademarks you wish to use on Articles being sold under this
                 license.  You may sell the Articles only under mutually agreed
                 upon trade names or trademarks.

11.      COMPLIANCE WITH APPROVED SAMPLES AND APPLICABLE
         LAWS AND STANDARDS

         Each Article and component thereof distributed hereunder shall be of
         good quality and free of defects in design, materials and workmanship,
         and shall comply with all applicable laws, regulations and voluntary
         industry standards and such specifications, if any, as may have been
         specified in this Agreement, and shall conform to the Sample thereof
         approved by us.  Both before and after you put Articles on the market,
         you shall follow reasonable and proper procedures for testing that
         Articles comply with such laws, regulations, and standards, and shall,
         upon reasonable notice, permit our designees to inspect testing,
         manufacturing and quality control records and procedures and to test
         the Articles for compliance.  You shall also give due consideration to
         any recommendations of ours that Articles exceed the requirements of
         applicable laws, regulations and standards.  Articles not complying
         with applicable laws, regulations and voluntary standards shall be
         deemed unapproved, even if previously approved by us, and shall not be
         shipped unless and until they have been brought into full compliance
         therewith.

12.      DISNEY OWNERSHIP OF ALL RIGHTS IN LICENSED MATERIAL

         You acknowledge that the copyrights and all other proprietary rights
         in and to Licensed Material are exclusively owned by and reserved to
         us.  You shall neither acquire nor assert copyright ownership or any
         other proprietary rights in Licensed Material or in any derivation,
         adaptation, variation or name thereof.  Without limiting the
         foregoing, you hereby assign to us all your worldwide right, title and
         interest in the Licensed Material and in any material objects
         consisting of or incorporating drawings, paintings, animation cels, or
         sculptures of Licensed Material, or other derivations, adaptations,
         compilations, collective works, variations or names of Licensed
         Material, heretofore or hereafter created by or for you or any
         Affiliate of yours.  All such new materials shall be included in the
         definition of "Licensed Material" under this Agreement.  If any third
         party makes or has made any contribution to the creation of any new
         materials which are included in the definition of Licensed Material
         under this Paragraph 12, you agree to obtain from such party a full
         assignment of rights so that the foregoing assignment by you shall
         vest full rights to such new materials in us.  The foregoing
         assignment to us of material objects shall not include that portion of
         your displays, catalogs or promotional material not containing
         Licensed Material, or the physical items constituting the Articles,
         unless such items are in the shape of the Licensed Material.

13.      COPYRIGHT NOTICE

         As a condition to the grant of rights hereunder, each Article and any
         other matter containing Licensed Material shall bear a properly
         located permanently






                                       55
<PAGE>   13



         affixed copyright notice in our name (e.g., "(C)Disney"), or such
         other notice as we may notify to you in writing.  You will comply with
         such instructions as to form, location and content of the notice as we
         may give from time to time.  You will not, without our prior written
         consent, affix to any Article or any other matter containing Licensed
         Material a copyright notice in any other name.  If through
         inadvertence or otherwise a copyright notice on any Article or other
         such matter should appear in your name or the name of a third party,
         you hereby agree to assign to us the copyright represented by any such
         copyright notice in your name and, upon request, cause the execution
         and delivery to us of whatever documents are necessary to convey to us
         that copyright represented by any such copyright notice.  If by
         inadvertence a proper copyright notice is omitted from any Article or
         other matter containing Licensed Material, you agree at your expense
         to use all reasonable efforts to correct the omission on all such
         Articles or other matter in process of manufacture or in distribution.
         You agree to advise us promptly and in writing of the steps being
         taken to correct any such omission and to make the corrections on
         existing Articles which can be located.

14.      NON-ASSOCIATION OF OTHER FANCIFUL CHARACTERS WITH
         LICENSED MATERIAL

         To preserve our identification with our characters and to avoid
         confusion of the public, you agree not to associate other characters
         (other than such as constitute a trademark of yours) or licensed
         properties with the Licensed Material or the Trademarks either on the
         Articles or in their packaging, or, without our written permission, on
         advertising, promotional or display materials.

15.      ACTIVE MARKETING OF ARTICLES

         You agree to manufacture (or have manufactured for you) and offer for
         sale all the Articles and to exercise the rights granted herein.  You
         agree that by the Marketing Date applicable to a particular Article
         or, in the absence of such a date being specified in Subparagraph
         1.O., by six (6) months from the commencement of the Principal Term,
         shipments to customers of such Article will have taken place in
         sufficient time that such Article shall be available for purchase by
         the public at the retail outlets authorized pursuant to Subparagraph
         2.A.  In any case in which such sales have not taken place or when the
         Article is not then and thereafter available for purchase by the
         public, we may either invoke our remedies under Paragraph 28, or
         withdraw such Article from the list of Articles licensed in this
         Agreement without obligation to you other than to give you written
         notice thereof.

16.      PROMOTION COMMITMENT

         You agree to carry out the Promotion Commitment, if any, as defined in
         Subparagraph 1.N.







                                       56
<PAGE>   14




17.      TRADEMARK RIGHTS AND OBLIGATIONS

         A.      All uses of the Trademarks by you hereunder shall inure to our
                 benefit You acknowledge that we are the exclusive owner of all
                 the Trademarks, and of any trademark incorporating all or any
                 part of a Trademark or any Licensed Material, and the
                 trademark rights created by such uses.  Without limiting the
                 foregoing, you hereby assign to us all the Trademarks, and any
                 trademark incorporating all or any part of a Trademark or any
                 Licensed Material, and the trademark rights created by such
                 uses, together with the goodwill attaching to that part of the
                 business in connection with which such Trademarks or
                 trademarks are used.  You agree to execute and deliver to us
                 such documents as we require to register you as a Registered
                 User or Permitted User of the Trademarks or such trademarks
                 and to follow our instructions for proper use thereof in order
                 that protection and/or registrations for the Trademarks and
                 such trademarks may be obtained or maintained.

         B.      You agree not to use any Licensed Material or Trademarks, or
                 any trademark incorporating all or any part of a Trademark or
                 of any Licensed Material, on any business sign, business
                 cards, stationery or forms (except as licensed herein), or to
                 use any Licensed Material or Trademark as the name of your
                 business or any division thereof, unless otherwise agreed by
                 us in writing.

         C.      Nothing contained herein shall prohibit you from using your
                 own trademarks on the Articles or your copyright notice on the
                 Articles when the Articles contain independent material which
                 is your property.  Nothing contained herein is intended to
                 give us any rights to, and we shall not use, any trademark,
                 copyright or patent used by you in connection with the
                 Articles which is not derived or adapted from Licensed
                 Material, Trademarks, or other materials owned by us.

18.      REGISTRATIONS

         Except with our written consent, neither you nor any Affiliate of
         yours will register or attempt in any country to register copyrights
         in, or to register as a trademark, service mark, design patent or
         industrial design, or business designation, any of the Licensed
         Material, Trademarks or derivations or adaptations thereof, or any
         word, symbol or design which is so similar thereto as to suggest
         association with or sponsorship by us or any Affiliate of ours.  In
         the event of breach of the foregoing, you agree, at your expense and
         at our request, immediately to terminate the unauthorized registration
         activity and promptly to execute and deliver, or cause to be
         delivered, to us such assignments and other documents as we may
         require to transfer to us all rights to the registrations, patents or
         applications involved.

19.      UNLICENSED USE OF LICENSED MATERIALS

         A.      You agree that you will not use the Licensed Material, or the
                 Trademarks, or any other material the copyright to which is
                 owned by us






                                       57
<PAGE>   15


                 in any way other than as herein authorized (or as is
                 authorized in any other written contract in effect between
                 us).  In addition to any other remedy we may have, you agree
                 that the profits from any use thereof on products other than
                 the Articles (unless authorized by us in writing), and all
                 profits from the use of any other copyrighted material of ours
                 without written authorization, shall be payable to us.

         B.      You agree to give us prompt written notice of any unlicensed
                 use by third parties of Licensed Material or Trademarks, and
                 that you will not, without our written consent, bring or cause
                 to be brought any criminal prosecution, lawsuit or
                 administrative action for infringement, interference with or
                 violation of any rights to Licensed Material or Trademarks.
                 Because of the need for and the high costs of an effective
                 anti-piracy enforcement program, you agree to cooperate with
                 us, and, if necessary, to be named by us as a sole complainant
                 or co-complainant in any action against an infringer of the
                 Licensed Material or Trademarks and, notwithstanding any right
                 of yours to recover same, legal or otherwise, you agree to pay
                 to us, and hereby waive all claims to, all damages or other
                 monetary relief recovered in such action by reason of a
                 judgment or settlement whether or not such damages or other
                 monetary relief, or any part thereof, represent or are
                 intended to represent injury sustained by you as a licensee
                 hereunder; in any such action against an infringer, we agree
                 to reimburse you for reasonable expenses incurred at our
                 request, including reasonable attorney's fees if we have
                 requested you to retain separate counsel.

20.      STATEMENTS AND PAYMENTS OF ROYALTIES

         A.      You agree to furnish to us by the 30th day after each Royalty
                 Payment Period full and accurate statements on statement forms
                 we designate for your use, showing all information requested
                 by such forms, including but not limited to, the quantities,
                 Net Invoiced Billings and applicable Royalty rate(s) of
                 Articles invoiced during the preceding Royalty Payment Period,
                 and the quantities and invoice value of Articles returned for
                 credit or refund in such period.  At the same time you will
                 pay us all Royalties due on billings shown by such statement.
                 To the extent that any Royalties are not paid, you authorize
                 us to offset Royalties due against any sums which we or any
                 Affiliate of ours may owe to you or any Affiliate of yours.
                 No deduction or withholding from Royalties payable to us shall
                 be made by reason of any tax.  Any applicable tax on the
                 manufacture, distribution and sale of the Articles shall be
                 borne by you.

         B.      The statement forms we designate for our use may be changed
                 from time to time, and you agree to use the most current form
                 we provide to you.  You agree to fully comply with all
                 instructions supplied by us for completing such forms.

         C.      In addition to the other information requested by the
                 statement forms, your statement shall with respect to all
                 Articles report separately:







                                       58
<PAGE>   16




                 (1)      F.O.B. In Sales;

                 (2)      F.O.B. Out Sales;

                 (3)      sales of Articles outside the Territory pursuant to a
                          distribution permission (indicating the country
                          involved);

                 (4)      your sales of Articles as a supplier to any of our or
                          our licensees or our Affiliates' licensees for the
                          Articles (which sales shall not generate Royalties
                          payable to us so long as such licensees are reselling
                          the Articles and paying us royalties on such
                          resales);

                 (5)      sales of Articles to us or any Affiliate of ours;

                 (6)      sales of Articles to your or our employees;

                 (7)      sales of Articles under any brand or program
                          identified in Subparagraph 1.B. hereinabove.

         D.      Sales of items licensed under contracts with us other than
                 this Agreement shall not be reported on the same statement as
                 sales of Articles under this Agreement.

         E.      Your statements and payments shall be delivered to The Walt
                 Disney Company, P.O. Box 101947, Atlanta, Georgia 30392.
                 However, Advances should be mailed directly to the Contract
                 Administrator at 500 South Buena Vista Street, Burbank,
                 California 91521-6771.  A copy of each statement must be sent
                 to us at 500 South Buena Vista Street, Burbank, California
                 91521-6771, to the attention of the Contract Administrator,
                 Consumer Products Division.  If you wish to send statements
                 and payments by overnight courier, please use the following
                 address:  The Walt Disney Company, Wachovia South Metro
                 Center, 3585 Atlanta Avenue, Hapeville, GA 30354, Attention
                 Peggy Morris, Reference Lock Box 101947.

21.      ARTICLES RETURNED FOR CREDIT OR REFUND

         Royalties reported on sales of Articles which have been returned to
         you for credit or refund and on which a refund has been made or credit
         memo issued may be credited against Royalties due.  The credit shall
         be taken in the Royalty Payment Period in which the refund is given or
         credit memo issued.  Unused credits may be carried forward, but in no
         event shall you be entitled to a refund of Royalties.






                                       59
<PAGE>   17




22.      INTEREST

         Royalties or any other payments due to us hereunder which are received
         after the due date shall bear interest at the rate of 10% per annum
         from the due date (or the maximum permissible by law if less than 10%)

23.      AUDITS AND MAINTAINING RECORDS

         You agree to keep accurate records of all transactions relating to
         this Agreement and any prior agreement with us, including, without
         limitation, shipments to you of Articles and components thereof,
         inventory records, records of sales and shipments by you, and records
         of returns, and to preserve such records for the lesser of seven (7)
         years or two (2) years after the expiration or termination of this
         Agreement.  We or our representatives, shall have the right from time
         to time, during  your normal business hours, but only for the purpose
         of confirming your performance hereunder, to examine and make extracts
         from all such records, including the general ledger, invoices and any
         other records which we reasonably deem appropriate to verify the
         accuracy of your statements or your performance hereunder, including
         records of your Affiliates if they are involved in activities which
         are the subject of this Agreement.  In particular, your invoices shall
         identify the Articles separately from goods which are not licensed
         hereunder.  If in an audit of your records it is determined that there
         is a short fall of five percent (5%) or more in Royalties reported for
         any Royalty Payment Period, you shall upon request from us reimburse
         us for the full out-of-pocket costs of the audit, including the costs
         of employee auditors calculated at $60 per hour per person for travel
         time during normal working hours and actual working time.

24.      MANUFACTURE OF ARTICLES BY THIRD PARTY MANUFACTURERS

         A.      If you at any time desire to have Articles or components
                 thereof containing Licensed Material manufactured by a third
                 party, you must, as a condition to the continuation of this
                 Agreement, notify us of the name and address of such
                 manufacturer and the Articles or components involved and
                 obtain our prior written permission to do so.  If we are
                 prepared to grant permission, we will do so if:

                 (1)      In the case of manufacture outside the Territory:

                          (a)     you and each of your manufacturers and any
                                  submanufacturers sign a
                                  Consent/Manufacturer's Agreement in a form
                                  which we will furnish to you; and

                          (b)     we receive all such agreements properly
                                  signed; and

                 (2)      In the case of manufacture in the Territory:

                          (a)     upon our request, you cause each such
                                  manufacturer to sign an agreement in a form
                                  which we will furnish to you; and







                                       60
<PAGE>   18




                          (b)     we receive all such agreements properly
                                  signed.

(A SAMPLE OF SAID AGREEMENT FORM IS AVAILABLE ON REQUEST.)

         B.      We will not normally require agreements from suppliers of
                 yours who are manufacturing in the Territory, but your
                 purchase of Articles from a third party manufacturer without
                 such agreements as are required hereunder being signed and
                 delivered to us shall be a violation of this Agreement.  It is
                 not our policy to reveal the names of your suppliers to third
                 parties or to any division of ours involved with buying
                 products, except as may be necessary to enforce our contract
                 rights or protect our trademarks and copyrights.

         C.      If any such manufacturer utilizes Licensed Material or
                 Trademarks for any unauthorized purpose, you shall cooperate
                 fully in bringing such utilization to an immediate halt.  If,
                 by reason of your not having supplied the above mentioned
                 agreements to us or not having given us the name of any
                 supplier, we make any representation or take any action and
                 are thereby subjected to any penalty or expense, you will
                 fully compensate us for any cost or loss we sustain.

25.      INDEMNITY

         A.      You shall indemnify us during and after the term hereof
                 against all claims, liabilities (including settlements entered
                 into in good faith with your consent, not to be unreasonably
                 withheld) and expenses (including reasonable attorneys' fees)
                 arising out of your activities hereunder, or out of any defect
                 (whether obvious or hidden and whether or not present in any
                 sample approved by us) in an Article, or arising from personal
                 injury or any infringement of any rights of any other person
                 by the manufacture, sale, possession or use of Articles, or
                 their failure to comply with applicable laws, regulations and
                 standards.  The parties indemnified hereunder shall include
                 The Walt Disney Company and its subsidiaries, and their
                 officers, directors, employees and agents.  The indemnity
                 shall not apply to any claim or liability relating to any
                 infringement of the copyright of a third party caused by your
                 utilization of the Licensed Material and the Trademarks in
                 accordance with the provisions hereof.

         B.      We shall indemnify you during and after the term hereof
                 against all claims, liabilities (including settlements entered
                 into in good faith with our consent, not to be unreasonably
                 withheld) and expenses (including reasonable attorneys' fees)
                 arising out of any claim that your use of any representation
                 of the Licensed Material or the Trademarks approved in
                 accordance with the provisions of this Agreement infringes the
                 copyright of any third party or infringes any right granted by
                 us to such third party.  You shall not, however, be entitled
                 to recover for lost profits.






                                       61
<PAGE>   19




         C.      Additionally, if by reason of any claims referred to in
                 Subparagraph 25.B., you are precluded from selling any stock
                 of Articles or utilizing any materials in your possession or
                 which come into your possession by reason of any required
                 recall, we shall be obligated to purchase such Articles and
                 materials from you at their out-of-pocket cost to you,
                 excluding overheads, but we shall have no other responsibility
                 or liability with respect to such Articles or materials.

         D.      No warranty or indemnity is given with respect to any
                 liability or expense arising from any claim that use of the
                 Licensed Material or the Trademarks on or in connection with
                 the Articles hereunder or any packaging, advertising or
                 promotional material infringes on any trademark right of any
                 third party or otherwise constitutes unfair competition by
                 reason of any prior rights acquired by such third party other
                 than rights acquired from us.  It is expressly agreed that it
                 is your responsibility to carry out such investigations as you
                 may deem appropriate to establish that Articles, packaging,
                 promotional and advertising material which are manufactured or
                 created hereunder, including any use made of the Licensed
                 Material and the Trademarks therewith, do not infringe such
                 right of any third party, and we shall not be liable to you if
                 such infringement occurs.

         E.      You and we agree to give each other prompt written notice of
                 any claim or suit which may arise under the indemnity
                 provisions set forth above.  Without limiting the foregoing,
                 you agree to give us written notice of any product liability
                 claim made or suit with respect to any Article within seven
                 (7) days of your receipt of the claim.

26.      INSURANCE

         You shall maintain in full force and effect at all times while this
         Agreement is in effect and for three years thereafter commercial
         general liability insurance, including broad form coverage for
         contractual liability, products liability and personal injury
         liability (including bodily injury and death), waiving subrogation,
         with minimum limits of no less than two million dollars (US
         $2,000,000.00) per occurrence, and naming as additional insureds those
         indemnified in Paragraph 25 hereof.  You shall deliver to us a
         certificate or certificates of insurance evidencing satisfactory
         coverage and indicating that we shall receive written notice of
         cancellation, non-renewal or of any material change in coverage at
         least thirty (30) days prior to the effective date thereof.  Your
         insurance shall be carried by an insurer with a BEST rating of B + VII
         or better.  Compliance herewith in no way limits your indemnity
         obligations, except to the extent that your insurance company actually
         pays us amounts which you would otherwise pay us.

27.      WITHDRAWAL OF LICENSED MATERIAL

         You agree that we may, without obligation to you other than to give
         you written notice thereof, withdraw from the scope of this Agreement
         any Licensed Material which by the Marketing Date or, in the absence
         of such a date being







                                       62
<PAGE>   20



         specified in Subparagraph 1.O., by six (6) months from the
         commencement of the Principal Term, is not being used on or in
         connection with the Articles.  We may also withdraw any Licensed
         Material or Articles the use or sale of which under this Agreement
         would infringe or reasonably be claimed to infringe the rights of a
         third party, other than rights granted by us, in which case our
         obligations to you shall be limited to the purchase at cost of
         Articles and other materials utilizing such withdrawn Licensed
         Material which cannot be sold or used.  In the case of any withdrawal
         under the preceding sentence, the Advances and Guarantees shall be
         adjusted to correspond to the time remaining in the Principal Term, or
         the number of Articles remaining under the Agreement, at the date of
         withdrawal.

28.      TERMINATION

         Without prejudice to any other right or remedy available to us:

         A.      If you fail to manufacture, sell and distribute the Articles,
                 or to furnish statements and pay Royalties as herein provided,
                 or if you otherwise breach the terms of this Agreement, and if
                 any such failure is not corrected within thirty (30) days
                 after we send you written notice thereof (or, in the case of
                 non-payment of Royalties within fifteen (15) days), we shall
                 have the right at any time to terminate this Agreement by
                 giving you written notice thereof.

         B.      We shall have the right at any time to terminate this
                 Agreement by giving you written notice thereof:

                 (1)      if you deliver to any customer without our written
                          authorization merchandise containing representations
                          of Licensed Material or other material the copyright
                          or other proprietary rights to which are owned by us
                          other than Articles listed herein and approved in
                          accordance with the provisions hereof;

                 (2)      if you deliver Articles outside the Territory or
                          knowingly sell Articles to a third party for delivery
                          outside the Territory, unless pursuant to a written
                          distribution permission or separate written license
                          agreement with us or any Affiliate of ours;

                 (3)      if a breach occurs which is of the same nature, and
                          which violates the same provision of this Agreement,
                          as a breach of which we have previously given you
                          written notice;

                 (4)      if you breach any material term of any other license
                          agreement between us, and we terminate such agreement
                          for cause;

                 (5)      if you shall make any assignment for the benefit of
                          creditors, or file a petition in bankruptcy, or are
                          adjudged bankrupt, or become insolvent, or are placed
                          in the hands of a receiver, or






                                       63
<PAGE>   21


                          if the equivalent of any such proceedings or acts
                          occurs, though known by some other name or term;
                          and/or

                 (6)      if you are not permitted or are unable to operate
                          your business in the usual manner, or are not
                          permitted or are unable to provide us with assurance
                          satisfactory to us that you will so operate your
                          business, as debtor in possession or its equivalent,
                          or are not permitted, or are unable to otherwise meet
                          your obligations under this Agreement or to provide
                          us with assurance satisfactory to us that you will
                          meet such obligations.

29.      RIGHTS AND OBLIGATIONS UPON EXPIRATION OR TERMINATION

         A.      Upon the expiration or termination of this Agreement, all
                 rights herein granted to you shall revert to us, and we shall
                 be entitled to retain all Royalties and other things of value
                 paid or delivered to us.  You agree that the Articles shall be
                 manufactured during the Principal Term in quantities
                 consistent with anticipated demand therefor so as not to
                 result in an excessive inventory build-up immediately prior to
                 the end of the Principal Term.  You agree that from the
                 expiration or termination of this Agreement you shall neither
                 manufacture nor have manufactured for you any Articles, that
                 you will deliver to us any and all artwork (including
                 animation cels and drawings) which may have been used or
                 created by you in connection with this Agreement, that you
                 will at our option either sell to us at cost or destroy or
                 efface any molds, plates and other items used to reproduce
                 Licensed Martial or Trademarks, and that except as hereinafter
                 provided, you will cease selling Articles.  Any unauthorized
                 distribution of Articles after the expiration or termination
                 of this Agreement shall constitute copyright infringement.

         B.      If you have any unsold Articles in inventory on the expiration
                 or termination date, you shall provide us with a full
                 statement of the kinds and numbers of such unsold Articles and
                 shall thereupon, but only if such statement has been provided
                 to us and if you have fully complied with the terms of this
                 Agreement including the payment of all Royalties due and the
                 Guarantee, have the right for a limited period of three (3)
                 calendar months from such expiration or earlier termination
                 date to sell off and deliver such Articles.  You shall furnish
                 us statements covering such sales and pay us Royalties in
                 respect of such sales.  Such Royalties shall not be applied
                 against the Advance or towards meeting the Guarantee.

         C.      In recognition of our interest in maintaining a stable and
                 viable market for the Articles during and after the Principal
                 Term and any sell-off period, you agree to refrain from
                 "dumping" the Articles in the market during any sell-off
                 period granted to you.  "Dumping" shall mean the distribution
                 of product at volume levels significantly above your prior
                 sales practices with respect to the Articles, and at price
                 levels so far below your prior sales practices with respect to
                 the Articles as to







                                       64
<PAGE>   22



                 disparage the Articles; provided, however, that nothing
                 contained herein shall be deemed to restrict your ability to
                 set product prices at your discretion.

         D.      Except as otherwise agreed by us in writing, any inventory of
                 Articles in your possession or control after the expiration or
                 termination hereof and of any sell-off period granted
                 hereunder shall be destroyed, or all Licensed Material and
                 Trademarks removed or obliterated therefrom.

         E.      If we supply you with forms regarding compliance with this
                 Paragraph 29, you agree to complete, execute and return such
                 forms to us expeditiously.

30.      WAIVERS

         A waiver by either of us at any time of a breach of any provision of
         this Agreement shall not apply to any breach of any other provision of
         this Agreement, or imply that a breach of the same provision at any
         other time has been or will be waived, or that this Agreement has been
         in any way amended, nor shall any failure by either party to object to
         conduct of the other be deemed to waive such party's right to claim
         that a repetition of such conduct is a breach hereof.

31.      PURCHASE OF ARTICLES BY US

         If we wish to purchase Articles, you agree to sell such Articles to us
         or any Affliliate of ours at as low a price as you charge for similar
         quantities sold to your regular customers and to pay us Royalties on
         any such sales.

32.      NON-ASSIGNABILITY

         A.      You shall not voluntarily or by operation of law assign,
                 sub-license, transfer, encumber or otherwise dispose of all or
                 any part of your interest in this Agreement without our prior
                 written consent, to be granted or withheld in our absolute
                 discretion.  Any attempted assignment, sub-license, transfer,
                 encumbrance or other disposal without such consent shall be
                 void and shall constitute a material default and breach of
                 this Agreement.  "Transfer" within the meaning of this
                 Paragraph 32 shall include any merger or consolidation
                 involving your company or your parent (if any); any sale or
                 transfer of all or substantially all of your (or your parent)
                 company's assets; any transfer of your rights hereunder to a
                 division, business segment or other entity of yours other than
                 the one specifically referenced on page 1 hereof (or any sale
                 or attempted sale of Articles under a trademark or trade name
                 of such division, business segment or other entity); and any
                 transaction or series of related transactions resulting in the
                 transfer of thirty-three and one-third percent (33-1/3%) or
                 more of the voting stock of your (or your parent) company (or,
                 if your company is a partnership, thirty-three and one-third
                 percent (33-1/3%) or more of the profit and loss participation






                                       65
<PAGE>   23



                 in your company, or the occurrence of any of the foregoing
                 with respect to any general partner of your company).

         B.      Our consent to any assignment of this Agreement or other
                 transfer as defined in Subparagraph 32.A. shall be subject to
                 such terms and conditions as we deem appropriate, including
                 payment of a transfer fee in the amount of ten percent (10%)
                 of Royalties earned for the Articles in the four (4) complete
                 calendar quarterly periods preceding the date you seek our
                 consent, but in no event less than $100,000.00.  The foregoing
                 transfer fee shall not apply if this Agreement is assigned to
                 one of our Affiliates as part of a corporate reorganization
                 involving some or all of the entities existing in your
                 corporate structure when this Agreement is signed; provided,
                 however, that you must give us written notice of such
                 assignment and a description of the reorganization.  If you
                 have more than one merchandise license agreement with us for
                 the Territory, and an event occurs which would trigger the
                 transfer fee provisions of this Paragraph 32, you need only
                 pay to us one transfer fee, equal to the greater of
                 $100,000.00 or ten percent (10%) of Royalties earned for all
                 Articles in the preceding four (4) complete calendar quarterly
                 periods under all of the merchandise license agreements for
                 the Territory.  The provisions of this Subparagraph 32.B.
                 shall supersede any conflicting provisions on this subject in
                 any merchandise license agreement previously entered into
                 between you and us, including but not limited to, the
                 determination of the applicable four (4) complete calendar
                 quarterly periods to be used in the calculation of Royalties
                 earned.

         C.      Notwithstanding Subparagraphs 32.A. and B., you may, upon
                 written notice to us, unless we have objected within thirty
                 (30) days of receipt of such notice, sublicense your rights
                 hereunder to your Affiliates.  You hereby irrevocably and
                 unconditionally guarantee that they will observe and perform
                 all of your obligations hereunder, including, without
                 limitation, the provisions governing approvals, and compliance
                 with approved samples, applicable laws and standards, and all
                 other provisions hereof, and that they will otherwise adhere
                 strictly to all of the terms hereof and act in accordance with
                 your obligations hereunder.  Any involvement of an Affiliate
                 in the activities which are the subject of this Agreement
                 shall be deemed carried on pursuant to such a sublicense and
                 thus covered by such guarantee, but, unless notified to us and
                 not timely objected to, such involvement may be treated by us
                 as a breach of this Agreement.

33.      RELATIONSHIP

         This Agreement does not provide for a joint venture, partnership,
         agency or employment relationship between us.







                                       66
<PAGE>   24



34.      CONSTRUCTION

         The language of all parts of this Agreement shall in all cases be
         construed as a whole, according to its fair meaning and not strictly
         for or against any of the parties.  Headings of paragraphs herein are
         for convenience of reference only and are without substantive
         significance.

35.      MODIFICATIONS OR EXTENSIONS OF THIS AGREEMENT

         Except as otherwise provided herein, this Agreement can only be
         extended or modified by a writing signed by both parties.

36.      NOTICES

         All notices which either party is required or may desire to serve upon
         the other party shall be in writing, addressed to the party to be
         served at the address set forth on page 1 of this Agreement, and may
         be served personally or by depositing the same addressed as herein
         provided (unless and until otherwise notified), postage prepaid, in
         the United States mail.  Such notice shall be deemed served upon
         personal delivery or upon the date of mailing; provided, however, that
         we shall be deemed to have been served with a notice of a request for
         approval of materials under this Agreement only upon our actual
         receipt of the request and of any required accompanying materials.
         Any notice sent to us hereunder shall be sent to the attention of
         "Vice President, Licensing", unless we advise you in writing
         otherwise.

37.      MUSIC

         Music is not licensed hereunder.  Any charges, fees or royalties
         payable for music rights or any other rights not covered by this
         Agreement shall be additional to the Royalties and covered by separate
         agreement.

38.      PREVIOUS AGREEMENTS

         This Agreement, and any confidentiality agreement you may have signed
         pertaining to any of the Licensed Material, contains the entire
         agreement between us concerning the subject matter hereof and
         supersedes any pre-existing agreement and any oral or written
         communications between us.  However, if pursuant to any such
         pre-existing agreement there was any agreement(s) in effect permitting
         you to sell or distribute Articles outside the Territory or to cause
         to be manufactured any Articles outside the Territory, such
         agreement(s) shall be deemed to remain in effect to the extent that
         they relate to Licensed Material and Articles licensed hereunder.

39.      CHOICE OF LAW AND FORUM

         This Agreement shall be deemed to be entered into in California and
         shall be governed and interpreted according to the laws of the State
         of California.  Any legal actions pertaining to this Agreement shall
         be commenced within the State of California and within either Los
         Angeles or Orange Counties.  The prevailing






                                       67
<PAGE>   25



         party shall be entitled to recover reasonable attorney's fees and
         costs incurred therein.

40.      EQUITABLE RELIEF

         You acknowledge that we will have no adequate remedy at law if you
         continue to manufacture, sell advertise, promote or distribute the
         Articles upon the expiration or termination of this Agreement.  You
         acknowledge and agree that, in addition to any and all other remedies
         available to us, we shall have the right to have any such activity by
         you restrained equitable relief, including, but not limited to, a
         temporary restraining order, a preliminary injunction, a permanent
         injunction, or such other alternative relief as may be appropriate,
         without the necessity of our posting any bond.

Please sign below under the word "Agreed".  When signed by both parties this
shall constitute an agreement between us.


THE WALT DISNEY COMPANY


By:  /s/ Doug Mangino
    -------------------

Title: VP/DMM FILM ENTERTAINMENT LICENSING
       ----------------------------------- 
         
Date: 9/11/95
     --------

AGREED:

SUN SPORTSWEAR, INC.


By:  /s/ Larry C. Mounger
    ---------------------

Title:  President, C.E.O.
        -----------------





                                       68