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Sample Business Contracts

Retail Product License Agreement - Topps Co. Inc. and NBA Properties Inc.

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                                    BUSINESS
                                  CONFIDENTIAL
                        RETAIL PRODUCT LICENSE AGREEMENT
                                     BETWEEN
                           THE TOPPS COMPANY, INC. AND
                              NBA PROPERTIES, INC.

                                  July 25, 1995







                                       
<PAGE>

                                                                     FORM:  NBAP
                                                          Trading Cards/Stickers


                        RETAIL PRODUCT LICENSE AGREEMENT

LICENSEE:           THE TOPPS COMPANY, INC.
ADDRESS:            One Whitehall Street
                    New York, New York  10004



THIS RETAIL PRODUCT LICENSE  AGREEMENT is entered into by NBA  Properties,  Inc.
("NBAP"),  with its  principal  office at 645 Fifth Avenue,  New York,  New York
10022, and the licensee listed above  ("LICENSEE") with regard to the commercial
use of certain  names,  logos,  symbols,  emblems,  designs and uniforms and all
identifications,  labels,  insignia  or indicia  thereof  (the  "Marks")  of the
National Basketball  Association (the "NBA") and its Member Teams (collectively,
the  "NBA  Marks")  in  combination  with  the  names,  nicknames,  photographs,
portraits,  likenesses,  signatures or other identifiable  features of "Current"
(as defined in Paragraph 1 of the attached NBAP Standard  Terms and  Conditions)
NBA players ("Player  Attributes").  Subject to the attached NBAP standard terms
and conditions, NBAP hereby grants to LICENSEE, and LICENSEE hereby accepts, the
non-exclusive  (except as otherwise  expressly provided in this Agreement) right
and license to use (i) the Marks of the Member Teams,  the silhouetted  dribbler
logo (the  "NBA  Logo"),  the Marks of the NBA,  NBA  All-Star  Weekend  and NBA
Playoffs and Finals (collectively, the "Licensed Marks") in combination with the
names, photographs, likenesses, NBA statistics and biographical information (and
such  additional  Player  Attributes  as  NBAP  may  specifically  approve  on a
case-by-case  basis from  time-to-time)  of Current NBA players  (the  "Licensed
Attributes")  in  accordance  with the  terms of  Paragraph  A below  solely  in
connection with the manufacture, distribution, advertisement, promotion and sale
of the  products  described in  Paragraph A below  including  one or more of the
Licensed Marks ("Licensed Products"). No license or right is granted for the use
of the Licensed Marks for any purpose other than on the Licensed Products and in
the distribution,  advertisement, promotion and sale of the Licensed Products in
accordance with this Agreement.

A.       LICENSED PRODUCTS:


                                       -1-
<PAGE>

(1)      (i) For the 1st  "Contract  Year" (as  defined  in  Paragraph  1 of the
         attached NBAP Standard Terms and Conditions):  [INFORMATION  SUBJECT TO
         REQUEST FOR  CONFIDENTIAL  TREATMENT] of "standard  size" as defined in
         Paragraph 1 of the attached NBAP Standard Terms and Conditions) printed
         trading  cards,  without  interactive,   digital  or  computer  display
         features,  in such  quantities  as LICENSEE  may  reasonably  determine
         (subject to NBAP's approval not to be unreasonably withheld), and to be
         marketed under the following trade/brand names, and/or such other trade
         or brand names as NBAP may  approve:  (x) "Topps";  (y) "Stadium  Club"
         [INFORMATION  SUBJECT  TO  REQUEST  FOR  CONFIDENTIAL  TREATMENT].  For
         purposes of this Paragraph,  it shall be prima facie  unreasonable  for
         NBAP  to not  approve  LICENSEE's  production  of  such  quantities  of
         products [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT] as
         are  reasonably  required  for  LICENSEE  to achieve  the sales  volume
         necessary for it to meet its Minimum Payment guarantees as set forth in
         Paragraph E below.

         For each Contract Year, at least one line shall be a non-premium  brand
         consisting of a basic card pack of at least six (6) cards.  The 
         Licensed Products shall only be packaged and sold in the following 
         configurations:  wax/foil packs; poly-wrapped; stringer packs; blister
         packs; and complete boxed sets, or such other configurations as NBAP
         may approve.

         [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT]

(5)      The following merchandise to be sold through direct response ("Direct
         Response Items") only, unless otherwise indicated:

         [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT]

         a 50-card  membership  set.  [INFORMATION SUBJECT TO REQUEST FOR  
         CONFIDENTIAL TREATMENT] Finest Bronze Cards - 2 3/4" X 3 3/4".  1/16"  
         thick; Finest card affixed with clear epoxy on bronze, silk-screened
         back.  [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT]

B.       TERM:  August 1, 1995 to July 31, 1998 (the "Term").

C.       TERRITORY:  Licensed Products may only be distributed in the United 
         States, the District of Columbia, U.S. territories and possessions, 


                                      -2-
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         U.S. military bases worldwide (collectively, the "U.S."), and Canada,
         except that trading cards may also be distributed in  Australia and New
         Zealand (collectively, the "Territory").

D.       ROYALTY RATES:  LICENSEE shall pay monthly to NBAP a royalty equal to 
         the percentage of "Net Sales" (as defined in Paragraph 1 of the 
         attached NBAP Standard Terms and Conditions) with respect to sales made
         in each of the regions set forth above as follows:

                           1st Contract Year 2nd Contract Year 3rd Contract Year
                           ----------------- ----------------- -----------------
         U.S./CANADA            
         Topps Basic Cards     [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL 
                               TREATMENT]

         All other Card Brands [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL 
                               TREATMENT]

         Stickers              [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL 
                               TREATMENT]

         Direct Response       [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL 
                               TREATMENT]

         AUSTRALIA/NZ                                         
         Trading Cards         [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL 
                               TREATMEMNT]

E.       MINIMUM  GUARANTEES:  LICENSEE guarantees that its aggregate annual  
         royalty payments to NBAP for each Contract Year for all Licensed 
         Product shall not be less than the amount set forth opposite the below-
         indicated regions:

         [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT]

F.       ADVERTISING  AND  PROMOTION  ("A&P"):  In addition to all other amounts
         payable to NBAP under this Agreement, LICENSEE shall contribute monthly
         into NBAP's consumer products  advertising and promotion fund, together
         with  its  monthly  payments  of  royalties  under  Paragraph  3 of the
         attached NBAP standard terms and  conditions,  [INFORMATION  SUBJECT TO
         REQUEST FOR CONFIDENTIAL TREATMENT]. Such amount shall be spent by NBAP
         in its sole discretion on NBAP advertising and promotion  activities in
         the U.S. and Canada for NBAP  licensed  products  sold at retail.  NBAP
         shall give LICENSEE a written reports within sixty (60) days after each
         Contract Year setting forth how funds collected from LICENSEE and other
         NBAP  licensees  under this Paragraph F were spent by NBAP. In addition
         to the foregoing advertising and promotion  obligations,  each Contract
         Year  LICENSEE  shall  pay  [INFORMATION  CONFIDENTIAL]  into  an  NBAP
         controlled  A&P fund to be used by NBAP for  promotional  activities in


                                      -3-
<PAGE>

         Australia and New Zealand. LICENSEE shall exhibit, at its sole cost and
         expense,  a fair and  representative  selection of Licensed Products at
         every trade show  LICENSEE  attends and where the  exhibition of sports
         trading cards would be appropriate.

G.       SELLING  PRACTICES:   LICENSEE   acknowledges   NBAP's  legitimate  and
         reasonable  interest  in  protecting  the  value of the NBA  Marks  and
         maximizing  the   effectiveness  of  its  advertising,   promotion  and
         distribution  efforts by segmenting the classes of trade into which its
         licensees sell NBAP-licensed products. Therefore, LICENSEE acknowledges
         that a failure to comply with the selling  practices  set forth in this
         Agreement shall cause significant harm to NBAP's efforts to effectively
         and efficiently distribute NBAP-licensed products.

H.       MEDIA SUPPORT:  Each Contract Year,  LICENSEE shall expend on NBA media
         and  events in the U.S.  and  Canada  during  the Term are set forth on
         Schedule A an amount  equal to  [INFORMATION  SUBJECT  TO  REQUEST  FOR
         CONFIDENTIAL  TREATMENT],  which  shall not be less  than  [INFORMATION
         SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT] for each Contract Year.

AGREED TO AND ACCEPTED, subject         AGREED TO AND ACCEPTED:
to and incorporating the                NBA PROPERTIES, INC.
attached NBAP Standard Terms            By: /s/ Harvey Benjamin
and Conditions which the                    -------------------                
undersigned has read:                       Harvey Benjamin
                                            Sr. Vice President,
                                              Business Affairs
THE TOPPS COMPANY, INC.                                         
By: /s/ Scott Silverstein                                         
    ---------------------
Title: Vice President                   Dated: 7/25/95
       ------------------               --------------


                                      -4-
<PAGE>


                       NBAP STANDARD TERMS AND CONDITIONS
                       ----------------------------------
                       


1.       ADDITIONAL DEFINITIONS
         For the purposes of this Agreement:
         (a)      "Contract  Year"  shall  mean a twelve  (12)  month  
                  accounting period commencing August 1 and concluding July 31.
         (b)      "Counterfeit  Goods"  shall mean and  include:  (i) goods that
                  bear any NBA Mark  that has  been  reproduced  and/or  affixed
                  without  authorization from NBAP; (ii) goods that bear any NBA
                  Mark produced by any source in excess of an amount  ordered by
                  an NBAP licensee;  and (iii) goods that bear any NBA Mark that
                  have  been   rejected  by  NBAP  or  an  NBAP   licensee   and
                  nevertheless enter the stream of commerce.
         (c)      "Current"  (as used with respect to players)  shall mean (i) a
                  player  on an NBA team  roster  as of the  time of  LICENSEE's
                  submission of its player list for NBAP approval,  or use, (ii)
                  in  the  event  of  a   LICENSEE's   submission   during   the
                  "off-season,"  players  that were on an NBA team roster at the
                  end of the  preceding  regular  season and have not  announced
                  their  retirement  or an  intention  to play  basketball  in a
                  professional  league  other than the NBA, and (iii) such other
                  players as NBAP may approve for use on a case-by-case basis.
         (d)      "Diverted  Goods" shall mean and include any goods produced by
                  someone acting on behalf of an NBAP licensee,  which goods are
                  not  delivered by the producer to such licensee or to a person
                  designated by such licensee to receive such goods.
         (e)      (i) "NBA Photo" means any photograph (which shall specifically
                  include  transparencies,  negatives and any other photographic
                  property  created) of a current NBA player  taken by any party
                  during  an NBA  game,  competition,  event or  NBA-coordinated
                  activity (e.g.,  Pre-Draft Camps, Rookie  Orientation,  player
                  appearances,  etc.),  or in which such a player is pictured in
                  his NBA team or League  issued  uniform  or  practice  wear or
                  NBA-identified  merchandise.  (ii) "Commissioned  Photo" shall
                  mean any NBA Photo taken by a photographer engaged by LICENSEE
                  on or after October 1, 1993 and in accordance with Paragraph 2
                  below.


                                      -5-
<PAGE>

         (f) (i)  "Net Sales"  shall mean  [INFORMATION  SUBJECT TO REQUEST  FOR
                  CONFIDENTIAL TREATMENT]  
         (g)      "Parallel Goods" shall mean and include Licensed Products 
                  transferred outside of the Territory or brought into the 
                  Territory in violation of this Agreement.
         (h)      "Premium"  shall mean anything  given free or sold at  
                  substantially  less than its usual selling price (but does not
                  include  sales made  pursuant to periodic  price  reductions  
                  resulting  from "specials,"  "sales," or volume pricing  
                  discounts) for the purpose of increasing the sale of, or
                  publicizing,  any product or service,  or other giveaway or 
                  promotional  purpose.  Other giveaway or promotional  purposes
                  include,  but are not limited  to,  self-liquidating  offers, 
                  uses of Licensed  Products as sales force or trade  incentives
                  and sales of  Licensed  Products through distribution  schemes
                  involving  earned  discounts or "bonus" points based on the 
                  consumer's use of the offeror's product or service.
         (i)      "Release" means the shipment of a series.
         (j)      "Set" means all the cards issued in all series of a particular
                  product line.
         (k)      "Standard Size" means a card size of 2.5" x 3.5".

2.       ARENA ACCESS; EXPENSES
         (a)      [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT]
         (b)      Expenses  &   Responsibilities:   All   expenses   related  to
                  assignments  performed by LICENSEE's  photographers  hereunder
                  shall be paid by LICENSEE.  Such expenses include, but are not
                  limited  to:  the  purchase,   installation  and  shipping  of
                  strobes;  all travel expenses;  purchase and shipment of film;
                  building and union fees if  applicable;  and any and all other
                  expenses  deemed  necessary  by  LICENSEE  or NBAP to  perform
                  photographic   assignments  hereunder.  All  film  exposed  by
                  photographers   in  connection  with   assignments   performed
                  hereunder   shall  be   shipped,   via   overnight   delivery,
                  unprocessed  to the offices of NBA PHOTOS  (450 Harmon  Meadow
                  Boulevard,  Secaucus,  New Jersey  07094) on the next business
                  day following the day of the  assignment.  All shipping  costs
                  shall be paid by LICENSEE or its photographers, and NBA PHOTOS
                  shall pay  processing  expenses.  If  permission is granted to
                  LICENSEE  or  its   photographers  to  process  exposed  film,


                                      -6-
<PAGE>

                  LICENSEE   or  the   photographers   shall  pay  the  cost  of
                  processing.  On  occasion,  NBAP may desire to send  originals
                  from a  specific  game or games to an NBAP  client or NBA team
                  prior to sending  them to  LICENSEE.  [INFORMATION  SUBJECT TO
                  REQUEST FOR CONFIDENTIAL TREATMENT] In the event LICENSEE does
                  not  respond  within  two (2)  business  days,  NBA PHOTOS may
                  submit the  materials to its client or team provided that such
                  a submission by NBA PHOTOS does not knowingly  interfere  with
                  LICENSEE's  ability to meet its production  deadlines and does
                  not violate the provisions of Paragraph 3(b) below. NBAP shall
                  catalog,  label and duplicate all of the  Commissioned  Photos
                  selected by NBAP for inclusion in the NBA PHOTOS' archives and
                  shall send to  LICENSEE  within five (5)  business  days after
                  receipt of the  exposed  film all  originals  of  Commissioned
                  Photos  along  with a set of  duplicates.  NBAP  shall pay all
                  costs associated with  duplication.  LICENSEE shall review all
                  original  materials and return to NBA PHOTOS,  within ten (10)
                  business  days from its receipt  thereof,  any  originals  not
                  selected by LICENSEE for use on Licensed Product. Commissioned
                  Photos selected for use on Licensed  Product shall be returned
                  by LICENSEE to NBA PHOTOS upon  request.  LICENSEE  shall make
                  every  reasonable  effort to provide  NBA PHOTOS  with  timely
                  access to any materials being held by LICENSEE.

3.       RIGHTS IN COMMISSIONED PHOTOS
         All  Commissioned  Photos shall become and remain the property of NBAP 
         as provided  under  Paragraph 10(d) below.

         (a)      NBAP's rights in Commissioned Photos shall include, but not be
                  limited to: (i) the  unrestricted  and exclusive  reproduction
                  rights  throughout  the  world,   without  name  credit,   for
                  advertising,  trade,  or  art  purposes  or any  other  lawful
                  purpose;  (ii) the  exclusive  right  throughout  the world to
                  protect the Commissioned Photos by copyrights,  in NBAP's name
                  and for its benefit,  including the right to secure extensions
                  and renewals of such copyrights, in NBAP's name and for NBAP's
                  benefit;  (iii)  the  right  to  alter,  retouch  or crop  the
                  Commissioned  Photos in any way;  (iv) the  right to  license,
                  distribute,  assign or transfer any right, title,  interest or
                  copyright  in  the  materials  or  otherwise  dispose  of  the
                  Commissioned Photos or any portion thereof for any purpose and


                                      -7-
<PAGE>

                  in any manner  except as  otherwise  noted in  Paragraph  3(b)
                  below; and (v) all subsidiary rights.
         (b)      NBAP shall have exclusive rights and privileges in, to, and in
                  connection with the Commissioned  Photos during the full terms
                  of any  copyrights  relating to the materials and all renewals
                  and  extensions  thereof to: (i) create from the  Commissioned
                  Photos  any form or medium  now known or  hereafter  to become
                  known,   including   but  not   limited  to,  all  formats  of
                  electronic, magnetic, digital, laser or optical based media (a
                  "Converted  Work");  (ii) reproduce any Converted Works; (iii)
                  prepare  and  reproduce  any  audible  segments  based  on the
                  Commissioned  Photos  ("Audio  Segment");   (iv)  prepare  and
                  reproduce any video or motion  picture  segments  based on the
                  Commissioned  Photos  ("Visual  Segment");   (v)  prepare  and
                  reproduce any  composition  which includes any  combination of
                  the Commissioned Photos, a Converted Work, an Audio Segment or
                  a Visual Segment ("Products");  (vi) prepare and reproduce any
                  derivative   works   based  on  the   materials   ("Derivative
                  Products"); (vii) prepare and reproduce any compilations which
                  include the Commissioned Photos,  Converted Works, products or
                  Derivative   Products,   ("Product   Compilations");    (viii)
                  distribute  copies  in any  form of the  materials,  Converted
                  Works,  Products,  Derivative Products or Product Compilations
                  by sale, lease, license or lending; (ix) transmit, download or
                  otherwise  transfer or distribute,  the  Commissioned  Photos,
                  Converted  Works,  Products,  Derivative  Products  or Product
                  Compilations;  (x)  perform  the  Converted  Works,  Products,
                  Derivative Products or Product Compilations;  and (xi) display
                  the  Commissioned  Photos,  the  Converted  Works,   Products,
                  Derivative  Products  or  Product  Compilations.  [INFORMATION
                  SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT]

4.       SHARED PHOTO LICENSING REVENUES
         [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT]

5.       TEAM REPRESENTATION
         Unless  otherwise  approved  in  writing  by NBAP,  one NBA Set  within
         LICENSEE's basic line must include individual cards of a minimum of six
         (6) players  from each Member  Team and utilize the  respective  team's
         full logo on a mutually  agreeable location on the card. (Other product


                                      -8-
<PAGE>

         lines can have  fewer  than 6 players  from each team but such  minimum
         player requirement shall be subject to NBAP's approval.) All designs of
         the Licensed Products using the Licensed Marks, including any packages,
         containers or tags,  shall be subject to NBAP's prior written  approval
         and shall be used solely in  furtherance  of this  Agreement,  and such
         designs  will not be used in any other  respect  by  LICENSEE  nor will
         LICENSEE authorize any third party to use such designs. Notwithstanding
         the foregoing,  NBAP acknowledges that LICENSEE may hold other licenses
         pursuant to which LICENSEE manufacturers, distributes or sells products
         similar  in  design  to the  Licensed  Products  and  nothing  in  this
         Agreement is intended to prohibit LICENSEE's manufacture,  distribution
         or sale of such products not bearing or relating to the Licensed Marks.

6.       STATEMENTS AND PAYMENTS; REPORTING
         (a)      Statement and Payments:  By the fifteenth (15th) day following
                  the end of each month,  LICENSEE  shall wire  transfer to NBAP
                  the "Monthly Minimum  Payment" (as defined below),  and within
                  fifteen (15) days (i.e.,  by the 30th day following the end of
                  each  month) of each such  payment,  shall  furnish  (on forms
                  provided by or approved by NBAP) full and accurate  statements
                  (on a  country-by-country  and unit  basis,  if more  than one
                  country is contained  within the definition of the Territory),
                  certified by an officer of LICENSEE,  showing all  information
                  relating  to the  calculation  of Net Sales for the  preceding
                  month.  Simultaneously  with the submission of such statement,
                  LICENSEE shall wire transfer to NBAP the overage, if any, with
                  respect to the  Monthly  Minimum  Payment  made and the actual
                  earned royalty and A&P contribution  required under Paragraphs
                  F and H for the preceding  month.  The minimum  amount of each
                  monthly  royalty  payment with respect to each region shall be
                  the  amount  which,   when  added  to  payments  of  royalties
                  previously  made for the  Contract  Year with  respect to such


                                      -9-
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                  region,  shall be equal to one-twelfth  (8.34%) of the Minimum
                  Guarantee  for such  region for such  Contract  Year  required
                  under Paragraph E above,  multiplied by the number of calendar
                  months  then  elapsed.  The  minimum  amount  of each  monthly
                  advertising  and promotion  payment shall be the amount which,
                  when  added  to  the   advertising   and  promotion   payments
                  previously  made  for the  Contract  Year,  shall  be equal to
                  one-twelfth  (8.34%) of the A&P contribution for such Contract
                  Year required  under  Paragraphs F and H above,  multiplied by
                  the  number of  calendar  months  then  elapsed  (the  minimum
                  payments  under  this  sentence  and  the  preceding  sentence
                  collectively  referred to as the "Monthly  Minimum  Payment").
                  Aggregate royalties and any advertising and promotion payments
                  paid each Contract  Year may exceed the Minimum  Guarantee and
                  the A&P  contribution  for such  Contract  Year.  Such monthly
                  statements  shall be furnished and the required  payments made
                  by  LICENSEE  whether  or not there are any Net Sales for that
                  month.  LICENSEE  shall not deduct or withhold  any amounts by
                  reason of any tax (including  any taxes imposed on NBAP);  any
                  applicable  tax on the  distribution  and sale of the Licensed
                  Products shall be borne,  and paid directly,  by LICENSEE.  In
                  order to avoid the imposition of foreign  withholding taxes on
                  NBAP,  all  payments  shall  be in U.S.  dollars,  from a U.S.
                  source approved by NBAP. All  computations  and payments shall
                  be in U.S. dollars, at the spot rate for the local currency as
                  published in the Wall Street Journal for the last business day
                  of the preceding  month.  If LICENSEE shall fail to timely pay
                  any  amount  due  under  this  Paragraph,  LICENSEE  shall pay
                  interest  on such  amount at a rate equal to the lesser of (i)
                  three  percent  (3%) per annum  over the  highest  prime  rate
                  (announced  by  Chemical  Bank,  New York  branch)  prevailing
                  during the period  between the date the payment  first  became
                  due and the date such  payment  is  actually  paid or (ii) the
                  highest rate  permitted  by law during the period  between the
                  date the payment first became due and the date such payment is
                  actually paid. The receipt or acceptance by NBAP of any of the
                  statements  furnished or royalties paid by LICENSEE (including
                  the cashing of any royalty  checks)  shall not  preclude  NBAP
                  from  questioning   their  accuracy  at  any  time,   auditing
                  LICENSEE's  books and  records  pursuant  to  Paragraph  15 or
                  claiming any shortfall in royalty payments, or advertising and
                  promotion  payments.  In order to assist  with  NBAP's  annual
                  budget  process,  by April 15 of each Contract Year,  LICENSEE
                  shall deliver a statement detailing LICENSEE's projections for
                  sales of each  Licensed  Product  for the  following  Contract


                                      -10-
<PAGE>

                  Year,  broken down on a quarterly  basis. If LICENSEE fails to
                  comply  with  the  reporting  requirements  contained  in this
                  Paragraph,  NBAP may charge LICENSEE,  as liquidated  damages,
                  two thousand  U.S.  dollars  (USD 2,000) for each  instance of
                  non-compliance with this Paragraph.
         (b)      No  Cross   Collateralization:   (i)  Except  as  provided  in
                  sub-paragraph  (b)(ii)  below,  (y) any royalty  payment for a
                  unit of Licensed  Product  sold shall only be applied  against
                  the  Minimum  Guarantee  for  such  Licensed  Product  for the
                  Contract Year in which the unit of such  Licensed  Product was
                  sold  (i.e.,  any  shortfall  in, or payment in excess of, the
                  Minimum  Guarantee  for a  Contract  Year may not be offset or
                  credited against the Minimum Guarantees for any other Contract
                  Year,  against any other Licensed Product or against any other
                  NBA  license  held by  LICENSEE).  If Minimum  Guarantees  are
                  stated  separately for different  lines of Licensed  Products,
                  royalty  payments  resulting  from  Net  Sales  in one line of
                  Licensed  Product  shall be applied  only  against the Minimum
                  Guarantee for such line of Licensed Product.  (z) In the event
                  of any shortfall with respect to the Minimum Guarantee for any
                  line of Licensed  Product for any  Contract  Year,  NBAP shall
                  waive its rights  with  respect  to payment of the  balance of
                  such product line minimum provided LICENSEE's:  (yy) aggregate
                  royalty  payment for such  Contract Year exceeds the aggregate
                  Minimum  Guarantee  for such Contract  Year,  and (zz) royalty
                  payments  with respect to the product line for which there has
                  been a shortfall equals or exceeds  seventy-five percent (75%)
                  of  the  stated  Minimum  Guarantee  for  such  product  line.
                  [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT]

7.       NON-RESTRICTIVE GRANT; RIGHTS RESERVED
         Nothing in this  Agreement  shall  prevent NBAP from granting any other
         licenses  and  rights.  All  rights  not  specifically  granted in this
         Agreement are expressly reserved by NBAP. No right of renewal or option
         to extend is  granted or implied  and  LICENSEE  shall have no right to
         continue  manufacturing  or selling  Licensed  Products  or to continue
         holding  itself  out as a  licensee  of NBAP  after the  expiration  or
         termination of this Agreement except as provided in Paragraph 17.


                                      -11-
<PAGE>

8.       PREMIUMS
         Licensed  Products  shall  not be used as a Premium  without  the prior
         written  approval  of NBAP in each  instance  and  unless  specifically
         authorized  pursuant to a separate agreement with NBAP. Nothing in this
         Agreement  shall  prohibit  LICENSEE from marketing  Licensed  Products
         using creative techniques consistent with industry practice, including,
         but not limited to,  periodic  "specials,"  "sales," or volume discount
         prices,  so long as all receipts are  accounted for in Net Sales and in
         accordance with this Agreement.

9.       GOODWILL
         LICENSEE recognizes that (i) a portion of the value of the NBA Marks is
         attributable to goodwill,  (ii) the goodwill  attached to the NBA Marks
         belongs  exclusively  to NBAP,  the NBA and its Member  Teams and (iii)
         that such NBA Marks have secondary meanings in the minds of the public.
         LICENSEE shall not,  during the Term or  thereafter,  challenge (y) the
         property rights of the Member Teams, whether severally owned or held in
         association as the NBA, or NBAP's property rights, in and to NBA Marks,
         or (z) the validity, legality or enforceability of this Agreement.

10.      PROTECTION OF RIGHTS
         (a)      Unauthorized  Activities:  LICENSEE shall promptly notify NBAP
                  in writing of any  infringements  of the Licensed Marks or the
                  Licensed Products or the sale of any Licensed Products outside
                  the Territory (e.g., unauthorized  importation/exportation  of
                  goods) which may come to LICENSEE's attention. NBAP shall have
                  the sole right to determine whether or not any action shall be
                  taken on  account  of any such  infringement  or  unauthorized
                  importation/exportation.  LICENSEE  agrees not to contact  any
                  third  party,  not to make any  demands  for claims and not to
                  institute  any suit or action on account of such  infringement
                  of the NBA Marks or  unauthorized  importation/exportation  of
                  Licensed  Product without  obtaining the express prior written
                  permission of NBAP in each instance.
         (b)      Assistance in Protecting  Marks:  LICENSEE shall  cooperate to
                  the fullest extent  necessary to assist NBAP in the protection
                  of the rights of NBAP,  the NBA and the Member Teams in and to
                  the  Licensed  Marks.  NBAP shall  reimburse  LICENSEE for any
                  reasonable  out-of-pocket  costs actually incurred by LICENSEE


                                      -12-
<PAGE>

                  in providing such  cooperation and assistance.  LICENSEE shall
                  cooperate  with  NBAP in its  enforcement  efforts,  including
                  being named by NBAP as a complainant  in any action against an
                  infringer.  LICENSEE  shall pay to NBAP, and waives all claims
                  to,  all  damages  or other  monetary  relief  recovered  with
                  respect to the NBA Marks in any such NBAP-initiated  action by
                  reason of a judgment or settlement  (other than for reasonable
                  attorneys' fees and expenses incurred at NBAP's request).
         (c)      Ownership of Marks: LICENSEE acknowledges that NBAP and/or the
                  Member Teams are the exclusive  owners of the Licensed  Marks.
                  Any  intellectual  property  rights in the Licensed Marks that
                  may accrue to LICENSEE  shall inure to the benefit of NBAP and
                  shall be assigned  to NBAP upon its  request.  Any  copyright,
                  trademark  or service  mark used or procured by LICENSEE  with
                  respect to or involving  the Licensed  Marks,  derivations  or
                  adaptations  of the  Licensed  Marks,  or any word,  symbol or
                  design which is similar to the Licensed Marks so as to suggest
                  association  with or sponsorship by the NBA, one of its Member
                  Teams or any of their  affiliates,  shall be procured  for the
                  benefit  of and in NBAP's  name,  but at  LICENSEE's  expense,
                  notwithstanding  their  creation by LICENSEE.  LICENSEE  shall
                  take all  necessary  steps to secure an  assignment to NBAP of
                  the   copyright   from  a   creator   of  work   that  is  not
                  work-for-hire.   Any  copyright,  trademark  or  service  mark
                  affecting or relating to the Licensed  Marks already  procured
                  or  applied  for shall be  assigned  to NBAP.  LICENSEE  shall
                  supply NBAP with any necessary  supporting  materials required
                  to  obtain   copyright  or  trademark   registrations  of  any
                  copyrights or trademarks required to be assigned to NBAP under
                  this  Agreement.   NBAP  acknowledges  that  nothing  in  this
                  Paragraph  or  Agreement  shall be  construed  as  granting or
                  conveying to NBAP any rights with respect in or to  LICENSEE's
                  present  trademarks or trade names,  and trade names and brand
                  names used across  multiple sports and not  incorporating  any
                  NBA Marks.
         (d)      Ownership of  Commissioned  Photos:  All  Commissioned  Photos
                  shall  become and remain the  property  of NBAP,  and shall be
                  considered  works-for-hire  for NBAP within the meaning of the
                  United States  Copyrights  Law (the  "Copyright  Law") for all
                  purposes and may, without delay or restriction,  be registered


                                      -13-
<PAGE>

                  in the name of NBA PHOTOS  with the U.S.  Copyright  Office of
                  the  Library of Congress  (the  "Copyright  Office")  and such
                  other national or  multinational  registries in which NBAP may
                  elect  to  effect  such  filings.  If,  for  any  reason,  the
                  Commissioned  Photos  are  held  not  to be  "works-for-hire",
                  LICENSEE  hereby  assigns  to NBAP all  rights  LICENSEE  has,
                  throughout  the world and in perpetuity,  in the  Commissioned
                  Photos.  Accordingly,  in consideration of NBAP's  obligations
                  under this Agreement,  all rights in the  Commissioned  Photos
                  shall be owned exclusively by NBAP. LICENSEE shall not have or
                  claim  to  have  any  right  of any  kind  whatsoever  in such
                  materials other than as set forth herein,  and LICENSEE agrees
                  to execute any documents  necessary to transfer all rights and
                  title in the materials to NBAP. NBAP shall be considered to be
                  the  "Author"  of any  and all  such  works  under  applicable
                  international  laws and  treaties  and have the sole right and
                  entitlement  accorded  "Authors"  thereunder.  LICENSEE hereby
                  appoints  NBAP  as  "Attorney-In-Fact"   for  the  purpose  of
                  executing any documents  reasonably necessary to implement the
                  terms of this Agreement.  LICENSEE shall secure  copyright for
                  NBAP (by such means as are reasonably  appropriate,  e.g., use
                  of(C)notice or  registration  in the Copyright  Office) of all
                  Commissioned  Photos.  To the  extent  permitted  by law,  all
                  Commissioned  Photos  shall be  commissioned  by  LICENSEE  as
                  "works-for-hire"  for NBAP within the meaning of the Copyright
                  Law, for all purposes,  and may, without delay or restriction,
                  be registered  in the name of NBAP with the  Copyright  Office
                  and such other national or  multinational  registries in which
                  NBAP may elect to effect such filings.  LICENSEE shall require
                  all  photographers  performing  assignments  for  LICENSEE  in
                  connection  with this Agreement to sign a copy of an agreement
                  in the form of Exhibit A (or in such  other  from as  LICENSEE
                  may elect to utilize  subject to NBAP's  prior  approval as to
                  its legal  sufficiency and content),  which grants and assigns
                  to  NBAP  all   copyright   and   ownership  of  any  and  all
                  Commissioned Photos created by the photographers in connection
                  with this  Agreement.  LICENSEE  shall  submit  to NBAP  fully
                  executed  agreements  in the form of  Exhibit A, or other NBAP
                  approved form or  documentation  as provided  above,  for each


                                      -14-
<PAGE>

                  photographer  prior to  performing  assignments  in connection
                  with  this  Agreement.  In the  alternative,  consistent  with
                  LICENSEE's  past  practice,  LICENSEE can continue to have its
                  photographers  grant and assign to LICENSEE all  copyright and
                  ownership in  Commissioned  Photos and  LICENSEE  then in turn
                  conveying same to NBAP as provided above.
         (e)      Notices,  Labeling and Records: In every instance in which any
                  Licensed Mark is used free-standing in any Licensed Product or
                  promotional  materials design (i.e., not appearing as embodied
                  in or on a uniform,  equipment,  etc.), LICENSEE shall include
                  the  notice  "(TM),"  "(R),"  "(C)" or such  other  copyright,
                  trademark  or  service  mark  notices   (including  the  form,
                  location and content of such  notices) as NBAP may  reasonably
                  designate  from  time-to-time.   In  addition,  the  following
                  general notice (in the English  language,  and in the language
                  of any foreign  country  where the Licensed  Products  will be
                  sold  subject to space  limitations  and the  requirements  of
                  local law) must be included on the  packaging  of the Licensed
                  Product:
                      "The   NBA   and    individual    NBA   member   team
                      identifications   reproduced   on  this  product  are
                      trademarks  and  copyrighted  designs,  and/or  other
                      forms  of   intellectual   property,   that  are  the
                      exclusive  property of NBA  Properties,  Inc. and the
                      respective  NBA member teams and may not be used,  in
                      whole or in part,  without the written consent of NBA
                      Properties Inc."
                  LICENSEE  shall:  (i) cause  each  card to bear the NBA,  Logo
                  together  with the NBAP (C) notice in such place,  and in such
                  prominence,    as   NBAP   may   reasonably   designate   from
                  time-to-time,  (ii) include on the product box and wrapper the
                  "Official  Licensed  Product"  logo and the NBAP (C) notice in
                  such place,  and in  prominence,  as NBAP may  designate  from
                  time-to-time,  (iii)  faithfully  comply  with and  adhere  to
                  NBAP's  mandatory   hologram   "Official   Licensed   Product"
                  identification  system  or such  system(s)  as NBAP  may  from
                  time-to-time   require   including,   but  not   limited   to,
                  identification devices on individual cards, shipment tracking,
                  identification and anti-counterfeiting  systems,  stickers and
                  labels that NBAP may establish from time-to-time,  (iv) unless


                                      -15-
<PAGE>

                  approved in writing by NBAP,  not  cross-license  or otherwise
                  use other licensed properties or other Marks with the Licensed
                  Products or Licensed Marks, and (v) keep appropriate  records,
                  and  advise  NBAP,  of the  date  when  each  of the  Licensed
                  Products  is first  placed on sale or sold in each  country of
                  the  Territory  and the date of first use in each  country  of
                  each different  Licensed Mark on the Licensed Products and any
                  promotional  or  packaging  materials.  If NBAP  requires  the
                  incorporation of an  anti-counterfeiting  device on individual
                  cards that adds a direct  manufacturing  cost (other than a de
                  minimus  cost) to the  Licensed  Products,  NBAP  shall make a
                  reasonable  equitable  adjustment  to  LICENSEE's  obligations
                  under this Agreement.
        (f)       Recordation and Registered User Applications:  With respect to
                  those  countries in which  LICENSEE may  distribute  and which
                  require  applications  to register  LICENSEE as a permitted or
                  registered  user of the Licensed  Marks,  or which require the
                  recordation  of this  Agreement,  LICENSEE  shall  execute and
                  deliver  to  NBAP  such  applications,   agreements  or  other
                  documents as may be necessary.  In such event,  this Agreement
                  rather than such agreements  will govern any disputes  between
                  LICENSEE  and NBAP,  and when  this  Agreement  expires  or is
                  terminated,  any such  other  agreement  shall  also be deemed
                  expired or terminated.
         (g)      LICENSEE   Trade   Names  and   Trademarks:   LICENSEE   shall
                  permanently  affix  labeling on each  Licensed  Product or its
                  packaging, indicating its name, trade name and address so that
                  the public can identify the supplier of the Licensed  Product.
                  Prior to any  distribution  or sale of any Licensed  Products,
                  LICENSEE  shall  advise  NBAP in writing of  LICENSEE's  trade
                  names or trademarks used on Licensed Products and the proposed
                  placement of such trade names and  trademarks  on the Licensed
                  Products.  LICENSEE  shall only sell Licensed  Products  under
                  mutually  agreed  upon  trade  names  or  trademarks  and with
                  approved  copyrighted  designs,   shall  not  incorporate  the
                  Licensed Marks into  LICENSEE's  corporate or business name or
                  trademark in any manner  whatsoever  and shall place its trade
                  names and trademarks on Licensed  Products only as approved by
                  NBAP. NBAP hereby  pre-approves  the use of the trademarks and


                                      -16-
<PAGE>

                  trade names of LICENSEE set forth in Paragraph  A(1)(i)  above
                  and shall not unreasonably  withhold approval as to additional
                  trademarks or trade names proposed for use by LICENSEE  during
                  the Term. As requested by NBAP, LICENSEE shall supply NBAP, in
                  advance  of  shipping  any  Licensed  Products,  with at least
                  twelve  (12)  copies  of each  type of its  stickers,  product
                  boxes,  labels  and  other  markings  of  origin  for  use  in
                  identifying  and  authenticating   Licensed  Products  in  the
                  marketplace.  LICENSEE shall not use,  whether during or after
                  the Term, any Marks: (i) in connection with the Licensed Marks
                  without NBAP's authorization,  (ii) confusingly-similar to the
                  Licensed  Marks,  or (iii)  intended to relate or refer to the
                  Licensed Marks,  the Member Teams or events  involving  Member
                  Teams.

11.  INDEMNIFICATIONS
         (a)      LICENSEE  shall be solely  responsible  for, and shall defend,
                  hold  harmless and indemnify  NBAP,  NBA  Entertainment,  Inc.
                  ("NBAE"),  the NBA and its Member  Teams and their  respective
                  affiliates, owners, directors,  governors, officers, employees
                  and agents  (collectively "NBA Parties") against,  any claims,
                  demands,  causes of action or  damages,  including  attorneys'
                  fees (collectively,  "Claims"), arising out of: (i) any breach
                  of this  Agreement  by  LICENSEE,  (ii)  any  defect  (whether
                  obvious  or hidden and  whether  or not  present in any sample
                  approved by NBAP) in a Licensed  Product or any  packaging  or
                  other materials (including advertising materials),  or arising
                  from personal injury or any  infringement of any rights of any
                  other person or entity by the manufacture, sale, possession or
                  use of  Licensed  Products  or their  failure  to comply  with
                  applicable laws,  regulations and standards or (iii) any claim
                  (except  as  to  those  for  which  LICENSEE  is  entitled  to
                  indemnification  by NBAP under  sub-paragraph  (b) below) that
                  the use of any  Commissioned  Photo violates or infringes upon
                  the  copyright or other  intellectual  property  rights of any
                  third  party,  or (iv) any claim that the use of any design or
                  other graphic  component of any Licensed  Product  (other than
                  the Licensed  Marks) violates or infringes upon the trademark,
                  copyright or other  intellectual  property  rights  (including
                  trade  dress) of a third  party,  provided  LICENSEE  is given


                                      -17-
<PAGE>

                  prompt  written  notice  of  and  shall  have  the  option  to
                  undertake  and conduct  the defense of any such Claim.  In any
                  instance  to which the  foregoing  indemnities  pertain,  NBAP
                  shall cooperate fully with and assist LICENSEE in all respects
                  in connection with any such defense.  LICENSEE shall reimburse
                  NBAP for all reasonable  out-of-pocket costs actually incurred
                  by NBAP in connection with such cooperation and assistance. In
                  any instance to which such indemnities pertain, LICENSEE shall
                  not enter into a settlement  of such Claim or admit  liability
                  or fault with  respect in or to the NBA Marks  without  NBAP's
                  prior  written  approval.  LICENSEE  shall obtain and maintain
                  product liability insurance  providing  protection for the NBA
                  Parties  against any Claims arising out of any alleged defects
                  in the Licensed Products or any use of the Licensed  Products,
                  in the amount of one million dollars  ($1,000,000)  (including
                  the amount of the deductible). Such insurance shall be carried
                  by an insurer with a rating by A.M. Best & Co. of A-7 or other
                  rating  satisfactory to NBAP. Such insurance policy shall also
                  provide that NBAP receive  written  notice  within thirty (30)
                  days  prior  to  the  effective  date  of  the   cancellation,
                  non-renewal or any material  change in coverage.  In the event
                  that LICENSEE  fails to deliver to NBAP a certificate  of such
                  insurance  evidencing  satisfactory  coverage  prior to NBAP's
                  execution  of this  Agreement,  NBAP  shall  have the right to
                  terminate   this   Agreement  at  any  time.   Such  insurance
                  obligations shall not limit LICENSEE'S indemnity  obligations,
                  except  to  the  extent  that  LICENSEE's   insurance  company
                  actually pays NBAP amounts which LICENSEE  would  otherwise be
                  obligated to pay NBAP.
         (b)      NBAP shall be solely  responsible  for,  and shall all defend,
                  hold harmless and indemnify LICENSEE, its directors, officers,
                  employees and agents  against any Claims arising out of: (i) a
                  claim that the use of the Licensed Marks as authorized by this
                  Agreement violates or infringes upon the trademark,  copyright
                  or other intellectual  property rights (including trade dress)
                  of a third  party in or to the  Licensed  Marks,  (ii) a claim
                  that the use of the Licensed  Attributes on Licensed Products,
                  or in advertising or promotional  materials,  as  specifically
                  approved  by NBAP  violates  or  infringes  upon the  right of


                                      -18-
<PAGE>

                  privacy or right of publicity of any NBA player, (iii) a claim
                  arising out of LICENSEE's compliance with terms and conditions
                  of this  Agreement  relating to the  procurement of NBA Photos
                  and  Commissioned  Photos  for use on  Licensed  Product  (and
                  NBA-identified  advertising and promotion materials),  or (iv)
                  any breach of this  Agreement by NBAP,  provided NBAP is given
                  prompt  written  notice  of  and  shall  have  the  option  to
                  undertake  and conduct  the defense of any such Claim.  In any
                  instance to which the foregoing indemnities pertain,  LICENSEE
                  shall  cooperate fully with and assist NBAP in all respects in
                  connection  with  any  such  defense.   NBAP  shall  reimburse
                  LICENSEE for all reasonable  out-of-pocket  expenses  actually
                  incurred by LICENSEE in connection  with such  cooperation and
                  assistance. In any instance to which such indemnities pertain,
                  NBAP shall not enter into a settlement  of such Claim or admit
                  liability or fault without LICENSEE's prior written approval.

12.      QUALITY; APPROVALS; SAMPLES
         LICENSEE shall cause the Licensed  Products to meet and conform to high
         standards  of style,  quality and  appearance.  In order to assure NBAP
         that  it is  meeting  such  standards  and  other  provisions  of  this
         Agreement,  LICENSEE  shall  comply  with the  following:  
         [INFORMATION SUBJECT TO REQUEST FOR  CONFIDENTIAL  TREATMENT]  
         (c)      Use of NBA  Photos  and  Footage:  Any NBA  Photo  or NBA game
                  action  footage  that  LICENSEE  uses in  connection  with the
                  Licensed Products must be obtained from NBAE or NBA PHOTOS (as
                  applicable),  other than with respect to Commissioned  Photos,
                  and shall be subject to NBAE and NBA PHOTOS  respective  usage
                  agreements,  and  prevailing  search and edit charges for NBAP
                  card  licensees  (and which  charges  shall be no greater than
                  those  charges  any  other  NBAP  card   licensees)   and  any
                  applicable use or holding fee. All NBA Photos must be returned
                  to NBA PHOTOS in their original slide mount or sleeve with the
                  photo  identification  number/bar  code  number  intact  or  a
                  service fee shall be assessed  LICENSEE in accordance with the
                  terms of NBA PHOTOS usage agreement.
         (d)      Rejections and Non-Compliance:  All submissions or samples not
                  approved by NBAP shall  promptly  be  destroyed  by  LICENSEE.
                  LICENSEE  shall  advise NBAP  regarding  the time and place of


                                      -19-
<PAGE>

                  such  destruction  (in sufficient  time to arrange for an NBAP
                  representative  to  witness  such  destruction,   if  NBAP  so
                  desires)  and  such  destruction  shall  be  attested  to in a
                  certificate signed by one of LICENSEE's officers and submitted
                  to NBAP  within  fifteen  (15)  days of the date on which  the
                  sample was not approved. In the event of LICENSEE's unapproved
                  or unauthorized manufacture,  distribution, use or sale of any
                  products or materials  bearing the Licensed  Marks,  including
                  promotional  materials,  or the  failure of LICENSEE to comply
                  with Paragraphs 10(e), 10(g), 12 or 14(c), NBAP shall have the
                  right  to:  (i)  immediately  revoke  LICENSEE's  rights  with
                  respect  to  such  Licensed   Product   licensed   under  this
                  Agreement,  and/or (ii) at that LICENSEE's expense, confiscate
                  or order the destruction of such  unapproved,  unauthorized or
                  non-complying  products. In the event of LICENSEE's failure to
                  comply  with  the   material   terms  of  the   aforementioned
                  Paragraphs,  within thirty (30) days after LICENSEE's  receipt
                  of notice of such breach,  LICENSEE  shall pay all  royalties,
                  Minimum  Guarantees and advertising and promotion  amounts due
                  NBAP with  respect to the  Licensed  Product for which  rights
                  have been revoked. Such right(s) shall be without prejudice to
                  any  other  rights  NBAP  may have  under  this  Agreement  or
                  otherwise.  If NBAP  obtains  a  substitute  licensee  for the
                  Licensed  Products  produced by  LICENSEE  and rights to which
                  have been  revoked  hereunder,  NBAP shall credit all revenues
                  received  from such  substitute  licensee with respect to such
                  Licensed  Product  against  LICENSEE's   obligations  for  the
                  Minimum Guarantees and the A&P Minimum.
         (e)      Testing  Requirements:  LICENSEE  shall follow  reasonable and
                  proper  procedures  for  testing  the  Licensed  Products  for
                  compliance with laws,  regulations,  standards and procedures.
                  Licensed  Products  that do not comply with  applicable  laws,
                  regulations,   standards  and   procedures   shall  be  deemed
                  unapproved, even if previously approved by NBAP, and shall not
                  be shipped unless and until LICENSEE can demonstrate to NBAP's
                  satisfaction  that such  Licensed  Products  have been brought
                  into full compliance.
         (f)      Revocation  of Approval:  In the event that:  (i) the quality,
                  appearance  or  style  of  any  Licensed  Product   previously
                  approved by NBAP ceases to be  acceptable to NBAP because of a
                  change in the  quality,  appearance  or style of the  Licensed


                                      -20-
<PAGE>

                  Product,  (ii) LICENSEE uses the Licensed Marks  improperly or
                  violates any material term of this Paragraph 12 or (iii) there
                  is an event or occurrence relating to any player depicted in a
                  Licensed  Product  which,  in the good faith  opinion of NBAP,
                  defames or brings into disrepute, or reflects unfavorably upon
                  NBAP,  the NBA or any of its Member  Teams,  then, in any such
                  event,  NBAP shall have the right, in its sole discretion,  to
                  withdraw its approval of such Licensed  Product.  In the event
                  of such  withdrawal,  NBAP  shall  provide  immediate  written
                  notice to  LICENSEE  and  LICENSEE  shall cease the use of the
                  Licensed Marks and Licensed  Attributes in connection with the
                  sale,  distribution,  advertisement  or use of  such  Licensed
                  Products  and, if  practicable,  such  Licensed  Product shall
                  immediately  be  withdrawn  from  the  market  and  destroyed;
                  provided,  however,  that  in the  event  of a  revocation  of
                  approval  pursuant to this Paragraph,  NBAP and LICENSEE shall
                  negotiate in good faith to provide for a  reasonable  sell-off
                  period for such Licensed  Product and an equitable  adjustment
                  to the Minimum Guarantee for such Licensed  Product.  If there
                  are other  Licensed  Products for which  approval has not been
                  withdrawn under this  subparagraph,  then this Agreement shall
                  remain in full  force and  effect  as to such  other  Licensed
                  Products.  LICENSEE  shall  notify  NBAP  in  writing  of  any
                  Licensed Products deleted from its product lines.

13.      PROMOTIONAL MATERIAL; LIST GENERATION
         LICENSEE  shall not use the Licensed Marks or Licensed  Attributes,  or
         any  reproduction  of the Licensed Marks or Licensed  Attributes in any
         advertising,  promotion  or  display  material  or in any other  manner
         whatsoever  without prior written  approval from NBAP.  LICENSEE  shall
         furnish to NBAP,  free of charge,  in a computer  readable form or such
         other  forma  reasonably  acceptable  to NBAP,  the  names,  addresses,
         telephone numbers and any other consumer information  furnished to, and
         maintained by, LICENSEE  resulting from participation in any NBA-themed
         sweepstakes,   promotion  or  direct  mail  solicitation  conducted  by
         LICENSEE  (and which  information  NBAP shall have the right to use for
         its marketing and research efforts as it deems  appropriate;  provided,
         however,   that  such  information  shall  not  be  made  available  to


                                      -21-
<PAGE>

         LICENSEE's competitors). Under no circumstance will "lotteries," "games
         of chance" or any other type of promotion which NBAP believes  reflects
         unfavorably upon the NBA or its Member Teams be approved.  All copy and
         material  depicting or using the Licensed Marks or Licensed  Attributes
         (including  display  and  promotional  material,   catalogs  and  press
         releases) shall be submitted for approval well in advance of production
         (but in no event less than ten (10) business days prior to the start of
         commercial  production)  to allow  adequate  time for NBAP, in its sole
         discretion,  to approve,  disapprove or comment upon such materials and
         for any required  changes to be made. By way of example,  no television
         or  cinema  advertising   containing  any  Licensed  Mark  or  Licensed
         Attribute  may be used unless it has been approved in all stages (i.e.,
         creative concept, script, storyboard,  production "rough-cut" and final
         version).  Unless otherwise approved by NBAP, any NBA Photo or NBA game
         action  footage  that  LICENSEE  uses in  connection  with the Licensed
         Products must be obtained from NBAE or NBA PHOTOS (as  applicable)  and
         shall be  subject  to NBAE and NBA  PHOTOS  respective  search and edit
         charges and any applicable use or holding fee. Any promotional material
         submitted  that is not approved or  disapproved by NBAP within ten (10)
         days of its receipt by NBAP shall be deemed approved by NBAP.

14.      DISTRIBUTION; COMPLIANCE
         (a)      LICENSEE  shall use its best efforts to  distribute  and sell,
                  within and throughout the Territory,  the Licensed Products in
                  such  manner  as  may  be  required  to  meet  competition  by
                  reputable  manufacturers of similar  articles.  LICENSEE shall
                  make and maintain  adequate  arrangements for the distribution
                  and timely delivery of Licensed  Products to retailers  within
                  and  throughout  the  Territory.  In the  event  NBAP  advises
                  LICENSEE that a special promotional effort is to take place in
                  an individual  store or chain,  LICENSEE  shall use reasonable
                  efforts to sell the Licensed  Products to said store or chain.
                  In addition,  LICENSEE  shall give the Licensed  Products wide
                  distribution  and shall not,  in  accordance  with the selling
                  practices  set forth in this  Agreement  and  consistent  with
                  LICENSEE's   customary   criteria  and   reasonable   business
                  judgment,   refrain  for  any  reason  from  selling  Licensed
                  Products to any retail outlet  within the  Territory  that may
                  desire to purchase  Licensed  Products and whose credit rating
                  and marketing image warrants such sale.


                                      -22-
<PAGE>

         (b)      If  LICENSEE  desires to have a third  party  manufacture  any
                  Licensed Product,  LICENSEE must first notify NBAP of the name
                  and  address of such third party and of the  Licensed  Product
                  LICENSEE desires such third party to manufacture.  Attached as
                  Schedule  B is a true and  complete  list of all  third  party
                  manufacturers  currently  authorized by NBAP.  NBAP shall have
                  the right,  in its sole  discretion  to withhold  approval for
                  such third party manufacture. If NBAP grants approval for such
                  third party  manufacture,  it may grant such approval pursuant
                  to an  agreement  (on a form  supplied  by NBAP) to be entered
                  into prior to such manufacture  among NBAP,  LICENSEE and such
                  manufacturer which will, among other things,  require that the
                  third  party  manufacturer  be subject to all of the terms and
                  conditions  of this  Agreement.  If NBAP does not  require the
                  third party to enter into a separate agreement,  LICENSEE must
                  provide  NBAP  with a copy of its  agreement  with  the  third
                  party, which agreement must provide that it is subject to this
                  Agreement. If any of LICENSEE's authorized  manufacturers uses
                  the  Licensed  Marks for any  unauthorized  purpose,  LICENSEE
                  shall be responsible  for, and shall  cooperate  fully and use
                  its best  efforts in  stopping,  such  unauthorized  use.  Any
                  change by LICENSEE from a third party  manufacture  previously
                  approved by NBAP shall  require  approval in  accordance  with
                  this Paragraph.
         (c)      LICENSEE   understands  and   acknowledges   the  meanings  of
                  "Counterfeit  Goods," "Diverted Goods" and "Parallel Goods" as
                  set  forth  in  Paragraph  1  above  and  LICENSEE  shall  not
                  authorize or  knowingly  permit the creation of any such goods
                  by  its  employees,  agents,  representatives  or  any  others
                  operating  under its  direction,  supervision  or control  and
                  involving  the NBA  Marks.  LICENSEE  shall  use  commercially
                  reasonable  efforts to stamp or imprint on all its  invoices a
                  prominent  legend that states that the  Licensed  Products are
                  allowed  to be sold only  within the  Territory.  In the event
                  NBAP  has  good  cause  to  believe  that  any  of  LICENSEE's
                  authorized   distributors,   agents  and   customers  are  not
                  observing  territorial limits,  LICENSEE shall, at the request
                  of NBAP,  inquire  as to whether  such  party or  parties  are
                  observing  territorial  limits and shall  report in writing to
                  NBAP the results of such inquiries. LICENSEE shall notify NBAP


                                      -23-
<PAGE>

                  of all orders  from,  or on behalf of, a customer who LICENSEE
                  knows is located  outside the  Territory  or has good cause to
                  believe  intends to resell the Licensed  Products  outside the
                  Territory.  If LICENSEE  sells  Licensed  Product  outside the
                  Territory,  or to a customer that it knows to be reselling the
                  Licensed Product outside the Territory, LICENSEE shall pay all
                  NBAP's costs and expenses, including attorney's fees, required
                  to remove  such  goods  from the  marketplace.  Such  right of
                  reimbursement  shall be in  addition  to,  and not in lieu of,
                  such other rights and relief (including  injunctive relief) as
                  may be available to NBAP.
         (d)      In the event any  LICENSEE  sells or  distributes  other major
                  sports league  licensed  trading  cards or stickers,  LICENSEE
                  will not discriminate in its sales and distribution  practices
                  among the  products of the various  leagues in a manner  which
                  adversely impacts the sale of the Licensed Products.  LICENSEE
                  may not package the  Licensed  Products  in  combination  with
                  other  products,  whether  similar or  different,  without the
                  prior  written  approval  of  NBAP.  In the  event  that  NBAP
                  believes in good faith, based upon audit of LICENSEE's royalty
                  statements  and  records  and  generally  accepted  accounting
                  principles  within the  industry,  that  LICENSEE has employed
                  selling or reporting  methods designed to circumvent or reduce
                  the  royalty  or  other   payment  or  reporting   obligations
                  contained  in this  Agreement,  upon written  notice  LICENSEE
                  shall,  within ten (10) days,  pay NBAP an amount equal to the
                  difference  between  the amount paid to NBAP during the period
                  such irregular reporting methods were used and the amount that
                  should have been paid had the irregular  reporting methods not
                  been  employed,  plus  interest at the highest  prime rate (as
                  announced by Chemical Bank, New York branch)  announced during
                  the period such irregular report methods were employed.
         (e)      LICENSEE  shall  at  all  times  conduct  all  aspects  of its
                  business  in a fair and  reasonable  manner and in  compliance
                  with    all    shipment    tracking,     identification    and
                  anti-counterfeiting   systems   and   labels   that  NBAP  may
                  reasonably  establish  from  time-to-time  and all  applicable
                  laws,   governmental   rules   and   regulations,   court  and


                                      -24-
<PAGE>

                  administrative  decrees and the  highest  standard of business
                  ethics then prevailing in the industry.
         (f)      It  shall  be  LICENSEE's  sole  responsibility,  at its  sole
                  expense, to obtain all approvals  (including,  but not limited
                  to,  approvals of advertising  materials) of all  governmental
                  authorities   which  may  be  necessary  in  connection   with
                  LICENSEE's performance under this Agreement.

15.      RECORDS; AUDITS
         (a)      LICENSEE  shall keep  accurate  books of account  and  records
                  covering all  transactions  relating to the license granted in
                  this  Agreement  (including,  but not  limited  to,  sales  of
                  Licensed Products, purchases and uses of NBA hologram stickers
                  and  compliance  with shipment  tracking,  identification  and
                  anti-counterfeiting systems and labels that NBAP may establish
                  from time to time).  NBAP and its  authorized  representatives
                  shall have the right,  at all reasonable  hours of the day and
                  upon reasonable prior notice,  to examine and audit such books
                  of account and records and all other  documents  and materials
                  in  LICENSEE's  possession  or under  its  control  (including
                  records of LICENSEE's  parents,  subsidiaries,  affiliates and
                  third parties, if they are involved in activities which relate
                  to this Agreement) relating to this Agreement. NBAP shall have
                  free and full access for such  purposes and for the purpose of
                  making extracts and copies.  Should an audit by NBAP establish
                  a  deficiency  between the amount found to be due NBAP and the
                  amount LICENSEE actually paid or reported,  the LICENSEE shall
                  pay the amount of such  deficiency,  plus interest at the then
                  current  prime rate (as announced by Chemical  Bank,  New York
                  branch) from the date such amount  should have been paid until
                  the date of payment.  Should such audit establish a deficiency
                  of more than five percent  (5%),  LICENSEE  shall also pay for
                  the cost of the audit.  LICENSEE  shall pay such amount within
                  thirty (30) days.  All such books of account and records shall
                  be kept  available  for at  least  two  (2)  years  after  the
                  expiration  or  termination  of this  Agreement,  or three (3)
                  years after the end of the Contract Year to which they relate,
                  whichever is earlier. In order to facilitate inspection of its
                  books and records, LICENSEE shall designate a symbol or number


                                      -25-
<PAGE>

                  which will be used exclusively in connection with the Licensed
                  Products  on which  royalty  payments  are  payable  and shall
                  maintain  for   inspection  as  provided  in  this   Agreement
                  duplicates  of all  billings  to  customers  with  respect  to
                  Licensed  Products.  LICENSEE shall,  within ten (10) business
                  days of NBAP's request (which shall not be made more than four
                  (4)  times per  Contract  Year),  furnish  NBAP with a list of
                  LICENSEE's top  twenty-five  (25) retail accounts for Licensed
                  Products  (on a country  by country  basis) and their  monthly
                  purchases of Licensed  Products (broken down by unit sales and
                  in dollar volume by retailer).  LICENSEE shall,  promptly upon
                  execution  thereof,  supply NBAP with true and complete copies
                  of any  agreement  it enters  into with any Member Team or any
                  NBA player. In addition,  LICENSEE shall, on a quarterly basis
                  during  the  Term,  provide  NBAP with  financial  information
                  furnished  to  the  United  States   Securities  and  Exchange
                  Commission  (the  "SEC").  However,  if  LICENSEE is no longer
                  required  to furnish  such  information  to the SEC,  LICENSEE
                  shall, on a quarterly basis during the Term, provide NBAP with
                  copies  of  all  financial   statements  and  other  financial
                  information,   relevant  to  its  NBA  business,  prepared  by
                  LICENSEE  for  distribution  to its  banks or other  financial
                  lending  institutions to whom it reports regularly.  At NBAP's
                  request,  LICENSEE  shall  reasonably  cooperate  with NBAP in
                  developing an electronic data interchange,  or developing such
                  other system, that will facilitate NBAP's review of LICENSEE's
                  graphic designs for Licensed Products.
         (b)      [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT]

16.      EARLY TERMINATION
         Without  prejudice to any other  rights NBAP may have  pursuant to this
         Agreement or  otherwise,  NBAP shall have the right to  terminate  this
         Agreement at any time if: (a) Within nine (9) months from the date that
         this Agreement is executed on behalf of NBAP,
                  LICENSEE shall not have begun the bona-fide production of each
                  card  line set  forth  in  Paragraph  A(1)  above  within  and
                  throughout the Territory in accordance with this Agreement.
         (b)      After two (2) delinquent  payments  during the Term,  LICENSEE


                                      -26-
<PAGE>

                  shall  fail to  timely  remit a royalty  payment  when due and
                  shall fail to cure such  non-payment  within  thirty (30) days
                  (ten (10) days for other non-payment defaults under Paragraphs
                  F or H) after its  receipt  of  written  notice  from NBAP and
                  provided the cumulative  number of days late  (excluding  cure
                  period) is more than twenty-one (21) days. LICENSEE shall have
                  no right to cure more than three (3) payment defaults.
         (c)      LICENSEE or any guarantor under this Agreement shall be unable
                  to pay its liabilities  when due, or shall make any assignment
                  for the  benefit of  creditors,  or under any  applicable  law
                  admits in writing its inability to meet its  obligations  when
                  due or commit any other act of bankruptcy, institute voluntary
                  proceedings in bankruptcy or insolvency or permit  institution
                  of such proceedings against it.
         (d)      LICENSEE  shall  fail to  perform or shall be in breach of any
                  material  term  or  condition  of  this  Agreement;  provided,
                  however,  that if such breach can be cured,  termination shall
                  take  effect  thirty  (30) days after  written  notice of such
                  breach  is sent by NBAP if  such  breach  has not  been  cured
                  during such thirty (30) day period.
         (e)      LICENSEE (i) delivers  Licensed Products outside the territory
                  covered  by any retail  product  license  agreement  in effect
                  during the Term between NBAP and LICENSEE; (ii) sells Licensed
                  Products to a third party who LICENSEE knows, or has reason to
                  know,  intends to deliver the  Licensed  Products  outside the
                  Territory; or (iii) LICENSEE is in breach of Paragraph 14(c).
         (f)      LICENSEE sells to any third party that LICENSEE  knows, or has
                  reason to know, is altering or modifying  the actual  Licensed
                  Products (as opposed to merely  repackaging)  prior to sale to
                  the ultimate consumer.

         [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT]

17.      DISPOSAL OF STOCK
         Within  [INFORMATION  SUBJECT TO REQUEST  FOR  CONFIDENTIAL  TREATMENT]
         following  the initial  ship date of each  series of Licensed  Product,
         except as otherwise approved by NBAP in writing, LICENSEE shall destroy
         printing  plates and any Licensed  Product on hand.  LICENSEE  shall be
         entitled to retain for its  purposes  up to one hundred  (100) cases of
         Licensed  Product each Contract  Year.  Any Licensed  Product  returned


                                      -27-
<PAGE>

         after  [INFORMATION  SUBJECT TO REQUEST FOR CONFIDENTIAL  TREATMENT] of
         its initial  ship date shall be  destroyed  within  ninety (90) days of
         receipt by LICENSEE.  Upon  request,  LICENSEE  shall provide NBAP with
         evidence  of the  destruction  of  such  product  or  components.  Upon
         expiration or termination,  any Licensed  Product on hand at the end of
         the sell-off period or subsequently returned to LICENSEE (or unfinished
         components of Licensed  Products) shall be destroyed by LICENSEE at its
         cost, no later than thirty (30) days thereafter.

18.      EQUITABLE RELIEF
         LICENSEE  acknowledges  that NBAP is entering  into this  Agreement not
         only in  consideration  of the  royalties to be paid,  but also for the
         promotional value and intrinsic benefit resulting from the manufacture,
         advertisement,   distribution,  sale  and  promotion  of  the  Licensed
         Products by LICENSEE in the Territory.  LICENSEE  acknowledges that the
         Licensed  Marks and Player  Attributes  possess a  special,  unique and
         extraordinary  character  which makes  difficult the  assessment of the
         monetary   damage  which  NBAP  would   sustain  as  a  result  of  the
         unauthorized use thereof.  LICENSEE further  acknowledges that: (i) its
         failure to  manufacture,  advertise,  distribute,  sell and promote the
         Licensed   Products  in  accordance  with  this  Agreement,   including
         LICENSEE's  failure to satisfy its  obligation  to maintain  and not to
         detract from the value of the Licensed Marks, and (ii) the unauthorized
         use of the Licensed Marks or Licensed Attributes, will, in either case,
         cause immediate and irreparable damage to NBAP for which NBAP would not
         have an adequate remedy at law. Therefore, LICENSEE agrees that, in the
         event of a breach of this  Agreement by  LICENSEE,  in addition to such
         other legal and equitable  rights and remedies as shall be available to
         NBAP, NBAP shall be entitled to injunctive and other equitable  relief,
         without the necessity of proving  damages or furnishing a bond or other
         security.

19.      NOTICES
         All  notices  and  statements  to be given and all  payments to be made
         under this Agreement  shall be given or made at the respective  address
         of the parties as set forth above,  unless  notification of a change of
         address is given in writing. Any notice of breach or default must be in
         writing and sent by facsimile (with  confirmation  copy sent by regular
         mail) or express  delivery  properly  addressed  (with  courtesy  copy,


                                      -28-
<PAGE>

         attention: General Counsel, and also LICENSEE's controller in instances
         of payment  default).  Any written  notice shall be deemed to have been
         given at the time it is confirmed  received,  if sent by facsimile,  or
         next business day if sent by express delivery.

20.      NO JOINT VENTURE
         Nothing in this  Agreement  shall be  construed to place the parties in
         the  relationship of partners or joint  venturers.  Neither party shall
         have the power to  obligate  or bind the other to a third  party in any
         manner whatsoever.

21.      ARBITRATION OF CERTAIN MATTERS
         Any dispute or disagreement  between the parties relating solely to the
         amount of royalty  payments owing under this Agreement shall be settled
         by  arbitration  in New York City under the rules then in effect of the
         American  Arbitration  Association.  Judgment  upon  the  award  may be
         entered  in  any  court  having  jurisdiction.   No  other  dispute  or
         disagreement  between  the  parties  (including  any claim by NBAP that
         LICENSEE is using the Licensed Marks in a manner not authorized by this
         Agreement or is otherwise in breach of this Agreement) shall be settled
         by  arbitration.  All decisions by NBAP relating to  disapproval of any
         Licensed Product or advertising  promotion or display material shall be
         final and binding on LICENSEE and shall not be subject to review in any
         proceeding.

22.      USE OF PLAYERS
         (a)      LICENSEE  acknowledges  that this  Agreement does not grant to
                  LICENSEE  any  licenses or rights  with  respect to the use of
                  Player  Attributes  except on  Licensed  Product as  expressly
                  provided herein and in advertising  and promotional  materials
                  specifically  approved by NBAP. The license granted under this
                  Agreement does not include,  and shall not be used to imply, a
                  testimonial or endorsement of any Licensed Products by any NBA
                  player. LICENSEE shall not use Player Attributes in any manner
                  that is a testimonial or endorsement  without first  obtaining
                  written authorization from the subject player(s) ("Endorsement
                  Rights"). LICENSEE shall not enter into any agreement with any
                  NBA  player  which  would  require  that  player  to wear  any


                                      -29-
<PAGE>

                  LICENSEE-identified  item in or at any NBA game,  competition
                  or event (either courtside or in any locker room).
         (b)      LICENSEE  may enter  into an  "exclusive"  Endorsement  Rights
                  agreement  with a current  NBA player but  acknowledges  that,
                  notwithstanding any such exclusivity,  under the group license
                  agreement  between  NBAP and the National  Basketball  Players
                  Association,  such  player  has no  right  to  "opt-out"  with
                  respect to the trading card  category.  Accordingly,  LICENSEE
                  further  acknowledges  that NBAP shall  continue to license to
                  other trading card manufacturers the right to use the Licensed
                  Attributes of such player. Notwithstanding the foregoing, NBAP
                  shall not permit any other  trading card  manufacturer  to use
                  the Licensed  Attributes  of any player for whom  LICENSEE has
                  secured Endorsement Rights in any manner that is a testimonial
                  or endorsement of such other manufacturer's product (e.g., use
                  with greater  prominence  than other  players  depicted in the
                  materials submitted to NBAP for approval).
         (c)      In the  event  any  current  NBA  player  retires  or  becomes
                  inactive  (e.g.,  has been waived and is not under contract to
                  any NBA team),  upon receipt of written  notice from NBAP that
                  such a player has retired or become  inactive,  LICENSEE shall
                  cease and/or cause to cease the use of such player's  Licensed
                  Attributes in the  manufacture,  distribution,  advertisement,
                  promotion   and   sale  of  the   Licensed   Products   within
                  [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT] of
                  receipt of NBA's notice.

23.      WARRANTIES
         NBAP  represents  and warrants  that it has the right and  authority to
         enter into and perform  this  Agreement  and has the right to grant the
         rights to use the Licensed  Marks and Licensed  Attributes  as provided
         under this Agreement.  LICENSEE represents and warrants that it has the
         right and  authority to enter into and perform this  Agreement  and has
         the right to grant all rights to Commissioned  Photos as provided under
         this Agreement.  LICENSEE further  represents and warrants that (i) all
         advertising and promotional  materials shall comply with all applicable
         laws,   regulations  and  standards,   and  (ii)  all  advertising  and
         promotional  materials and all graphics used on Licensed  Products will


                                      -30-
<PAGE>

         not violate the intellectual property rights of any third party. NBAP's
         approval of such  materials will not imply a  representation  or belief
         that NBAP believes such  materials  are  sufficient to meet  applicable
         laws,  regulations  and standards,  nor shall it imply that NBAP agrees
         with or  supports  any  claims  made  by  LICENSEE  in any  advertising
         materials relating the Licensed Products.

24.      SEVERABILITY
         In the  event  any  provision  of this  Agreement  is found to be void,
         invalid or unenforceable as a result of any judicial or  administrative
         proceeding or decree, this Agreement shall be construed and enforced as
         if such provision were not contained in this Agreement.

25.      LOCKOUT
         [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT]

26.      MISCELLANEOUS
         (a)      Work   Stoppage:   [INFORMATION   SUBJECT   TO   REQUEST   FOR
                  CONFIDENTIAL TREATMENT]
         (b)      Assignment:  This  Agreement and any rights granted under this
                  Agreement  are personal to LICENSEE and shall not be assigned,
                  sublicensed,   subcontracted   or   encumbered,   directly  or
                  indirectly,  by  law  or by  contract,  without  NBAP's  prior
                  written consent, which consent may, in NBAP's sole discretion,
                  (i)  be  contingent  upon a fee  payable  by  LICENSEE  or the
                  transferee, the amount of which shall be determined by NBAP in
                  its sole  discretion,  and/or  (ii)  impose  other  terms  and
                  conditions upon the assignment, or transfer. Any transfer of a
                  controlling  interest  in  LICENSEE  or  in  any  party  which
                  currently controls LICENSEE (directly or indirectly), which is
                  accompanied, or followed within a year thereof, by a change in
                  2 of  the  3  following  senior  management  positions:  chief
                  executive officer  president;  or vice president of marketing,
                  shall be  deemed an  assignment  prohibited  by the  preceding
                  sentence.    Any   nonconsensual    assignment,    sublicense,
                  subcontract or encumbrance of this Agreement by LICENSEE shall
                  be  invalid  and  of  no  force  or  effect.   Upon  any  such
                  nonconsensual  assignment,  sublicense  or  encumbrance,  this
                  Agreement  shall  terminate and all rights  granted under this
                  Agreement shall immediately revert to NBAP.


                                      -31-
<PAGE>

         (c)      Waiver: None of the provisions of this Agreement can be waived
                  or  modified  except  expressly  by a  writing  signed by both
                  parties. There are no representations,  promises,  agreements,
                  warranties,  covenants or  undertakings  by either party other
                  than those contained in this Agreement. No failure on the part
                  of NBAP to  exercise  any right  under  this  Agreement  shall
                  operate  as a waiver of such  right;  nor shall any  single or
                  partial  exercise of any right  preclude  any other or further
                  exercise or the exercise of any other rights.
         (d)      Survival: No expiration or termination of this Agreement shall
                  relieve LICENSEE of its obligation to pay NBAP any amounts due
                  to NBAP at the  time of  termination  (subject  to any  credit
                  otherwise  provided for above),  regardless  of whether  these
                  amounts are then or  thereafter  payable.  The  provisions  of
                  Paragraphs  3,  4,  10(d),  12 and  26(g)  shall  survive  the
                  expiration or termination of this Agreement.
         (e)      Governing  Law  and  Jurisdiction:  This  Agreement  shall  be
                  construed  in  accordance  with the  laws of the  State of New
                  York,  USA,  without  regard to its principles of conflicts of
                  laws.  Any claim  arising  under  this  Agreement  (except  as
                  provided under  Paragraph 21) shall be prosecuted in a federal
                  or state court of competent  jurisdiction  located  within the
                  City  of  New  York,   USA  and   LICENSEE   consents  to  the
                  jurisdiction  of such  court and to the  service of process by
                  mail.
         (f)      Loss or Damaged Materials: In the event of any dispute between
                  NBAP  and  LICENSEE  regarding  loss or  damaged  Commissioned
                  Photos,  the  parties  agree  that  the  value  of  each  such
                  photographs,  transparency  or  negative  shall not exceed one
                  dollar  ($1.00).  If  unprocessed  film is lost by NBA PHOTOS,
                  NBAP shall reimburse  LICENSEE for its out-of-pocket  costs in
                  connection with the assignment (e.g., the  photographer's  fee
                  and travel expenses,  film and strobe expenses) where the lost
                  film was shot.
         (g)      Confidentiality: Neither party shall (nor shall they permit or
                  cause their  employees or agents to) divulge,  disseminate  or
                  publicize  information  relating  to  this  Agreement  or  the
                  financial  or other  terms of this  Agreement  (including  any
                  information on the  specifications  or methods of reproduction
                  of the  Licensed  Marks or obtained  pursuant to  Paragraph 13


                                      -32-
<PAGE>

                  above (except as for use as otherwise permitted thereunder) or
                  Paragraph  15(a)  above) to any third party  (other than their
                  respective  attorneys  or  accountants  or the  NBA  Board  of
                  Governors), except as may be required by law or to fulfill the
                  terms of this Agreement.
         (h)      Construction: This Agreement has been executed in a text using
                  the English  language,  which text shall be controlling.  This
                  Agreement,   together   with  any  exhibits  or   attachments,
                  constitutes the entire agreement and understanding between the
                  parties  and  cancels,  terminates  and  supersedes  any prior
                  agreement or  understanding  relating to the subject matter of
                  this Agreement  between LICENSEE and the NBA, any Member Team,
                  NBAP or NBAE. The headings in this Agreement are for reference
                  purposes only and shall not affect the  interpretation of this
                  Agreement.  This Agreement  shall not be binding on NBAP until
                  signed  on  its  behalf  by  its   President  or  Senior  Vice
                  President, Business Affairs.

                                      # # #


                                      -33-
<PAGE>




                                   SCHEDULE A
                     U.S. & CANADIAN NBA MEDIA NBA & EVENTS


          [INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT]





















*    The money to be expended with respect to Additional Programs, and dollars
     in excess of the annual minimum  expenditures set forth in Paragraphs F and
     H above,  may be spent on  spokesmen  fees  paid to  current  NBA  players,
     collateral material or other advertising or promotional activities directly
     related  to  LICENSEE's  NBA  card  business.   NBA  product  may  also  be
     represented in a multi-league  retail promotion (i.e., MLB, NBA, NFL and/or
     NHL),  subject to NBAP's prior approval in each  instance,  and the NBA pro
     rata expenditure credited against LICENSEE's Additional Program obligation.
     On a quarterly basis,  LICENSEE shall furnish NBAP with a written statement
     that sets forth the amount  expended (and  describing  the activity) on the
     foregoing activities for the preceding quarter.


                                      -34-